Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | SOC TELEMED, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 100,113,748 | |
Amendment Flag | false | |
Entity Central Index Key | 0001791091 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39160 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3131208 | |
Entity Address, Address Line One | 1768 Business Center Drive, | |
Entity Address, Address Line Two | Suite 100, | |
Entity Address, City or Town | Reston, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20190 | |
City Area Code | (866) | |
Local Phone Number | 483-9690 | |
Entity Interactive Data Current | Yes | |
Class A Common Stock Par Value 00001 Per Share [Member] | ||
Document Information Line Items | ||
Trading Symbol | TLMD | |
Title of 12(b) Security | Class A Common Stock, par value of $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of [Member] | ||
Document Information Line Items | ||
Trading Symbol | TLMDW | |
Title of 12(b) Security | Warrants, each exercisable for one share of | |
Security Exchange Name | NASDAQ | |
Class A Common Stock for $11.50 per share [Member] | ||
Document Information Line Items | ||
Title of 12(b) Security | Class A Common Stock for $11.50 per share |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents (from variable interest entities $9,117 and $1,942, respectively) | $ 50,005 | $ 38,754 |
Accounts receivable, net of allowance for doubtful accounts of $468 and $447 (from variable interest entities, net of allowance $13,067 and $8,192, respectively) | 14,438 | 8,721 |
Inventory | 1,356 | |
Prepaid expenses and other current assets (from variable interest entities $130 and $0, respectively) | 4,997 | 1,609 |
Total current assets | 70,796 | 49,084 |
Property and equipment, net | 3,970 | 4,092 |
Capitalized software costs, net | 10,062 | 8,935 |
Intangible assets, net | 46,204 | 5,988 |
Goodwill | 155,647 | 16,281 |
Deposits and other assets | 1,843 | 559 |
Total assets | 288,522 | 84,939 |
Current liabilities | ||
Accounts payable (from variable interest entities $2,526 and $692, respectively) | 8,271 | 2,809 |
Accrued expenses (from variable interest entities $3,361 and $1,349, respectively) | 11,221 | 8,293 |
Deferred revenues | 531 | 610 |
Capital lease obligations | 22 | |
Contingent consideration | 318 | |
Stock-based compensation liabilities | 4,228 | |
Total current liabilities | 20,363 | 15,940 |
Deferred revenues | 1,012 | 923 |
Capital lease obligations | 52 | |
Long-term debt, net of unamortized discount and debt issuance costs | 73,563 | |
Contingent shares issuance liabilities | 6,806 | 12,450 |
Other long-term liabilities (from variable interest entities $157 and $157, respectively) | 560 | 560 |
Total liabilities | 102,356 | 29,873 |
COMMITMENTS AND CONTINGENCIES (Note 16) | ||
STOCKHOLDERS’ EQUITY | ||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized as of June 30, 2021, and December 31, 2020; 98,233,640 and 74,898,380 shares issued and outstanding at June 30, 2021, and December 31, 2020, respectively. | 10 | 8 |
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding as of June 30, 2021, and December 31, 2020, respectively. | ||
Additional paid-in capital | 449,428 | 291,277 |
Accumulated deficit | (263,272) | (236,219) |
Total stockholders’ equity | 186,166 | 55,066 |
Total liabilities and stockholders’ equity | $ 288,522 | $ 84,939 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Variable interest entities, cash and cash equivalents | $ 9,117 | $ 1,942 |
Allowance for doubtful accounts | 468 | 447 |
Variable interest entities, net of allowance | 13,067 | 8,192 |
Variable interest entities, prepaid expenses and other current assets | 130 | 0 |
Variable interest entities, accounts payable | 2,526 | 692 |
Variable interest entities, accrued expenses | 3,361 | 1,349 |
Variable interest entities, other long-term liabilities | $ 157 | $ 157 |
Class A common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock, shares authorized (in Shares) | 500,000,000 | 500,000,000 |
Class A common stock, shares issued (in Shares) | 98,233,640 | 74,898,380 |
Class A common stock, shares outstanding (in Shares) | 98,233,640 | 74,898,380 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in Shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in Shares) | ||
Preferred stock, outstanding (in Shares) |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 24,960 | $ 13,554 | $ 39,781 | $ 28,361 |
Cost of revenues | 16,937 | 9,030 | 26,704 | 19,743 |
Operating expenses | ||||
Selling, general and administrative | 22,479 | 9,753 | 43,740 | 18,274 |
Changes in fair value of contingent consideration | (2,947) | (2,947) | ||
Total operating expenses | 19,532 | 9,753 | 40,793 | 18,274 |
Loss from operations | (11,509) | (5,229) | (27,716) | (9,656) |
Income tax benefit (expense) | (17) | (2) | 317 | (3) |
Net loss and comprehensive loss | (14,458) | (8,163) | (27,053) | (15,380) |
Accretion of contingently redeemable preferred stock | (2,023) | (3,518) | ||
Net loss attributable to common stockholders | $ (14,458) | $ (10,186) | $ (27,053) | $ (18,898) |
Net loss per share attributable to common stockholders | ||||
Basic (in Dollars per share) | $ (0.16) | $ (0.30) | $ (0.32) | $ (0.55) |
Diluted (in Dollars per share) | $ (0.16) | $ (0.30) | $ (0.32) | $ (0.55) |
Weighted-average shares used to compute net loss per share attributable to common stockholders: | ||||
Basic (in Shares) | 89,697,396 | 34,345,197 | 83,744,959 | 34,345,197 |
Diluted (in Shares) | 89,697,396 | 34,345,197 | 83,744,959 | 34,345,197 |
Gain on contingent shares issuance liabilities | $ 2,192 | $ 5,644 | ||
Loss on puttable option liabilities | (96) | (105) | ||
Interest expense | (3,123) | (2,836) | (3,272) | (5,616) |
Interest expense – Related party | (2,001) | (2,026) | ||
Total other income (expense) | (2,932) | (2,932) | 346 | (5,721) |
Loss before income taxes | $ (14,441) | $ (8,161) | $ (27,370) | $ (15,377) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 3 | $ (768) | $ 87,199 | $ (186,372) | $ (99,938) |
Balance (in Shares) at Dec. 31, 2019 | 34,140,909 | (90,302) | |||
Stock-based compensation | 99 | 99 | |||
Accretion of stock issuance costs and dividends on Series H, I and J contingently redeemable preferred stock | (1,495) | (1,495) | |||
Net loss | (7,217) | (7,217) | |||
Balance at Mar. 31, 2020 | $ 3 | $ (768) | 85,803 | (193,589) | (108,551) |
Balance (in Shares) at Mar. 31, 2020 | 34,140,909 | (90,302) | |||
Stock-based compensation | 148 | 148 | |||
Accretion of stock issuance costs and dividends on Series H, I and J contingently redeemable preferred stock | (2,023) | (2,023) | |||
Net loss | (8,163) | (8,163) | |||
Balance at Jun. 30, 2020 | $ 3 | $ (768) | 83,928 | (201,752) | (118,589) |
Balance (in Shares) at Jun. 30, 2020 | 34,140,909 | (90,302) | |||
Balance at Dec. 31, 2020 | $ 8 | 291,277 | (236,219) | 55,066 | |
Balance (in Shares) at Dec. 31, 2020 | 74,898,380 | ||||
Stock-based compensation | 10,086 | 10,086 | |||
Common stock issued as consideration for business acquisition (Access Physicians) | $ 1 | 91,693 | 91,694 | ||
Common stock issued as consideration for business acquisition (Access Physicians) (in Shares) | 13,753,387 | ||||
Net loss | (12,595) | (12,595) | |||
Balance at Mar. 31, 2021 | $ 9 | 393,056 | (248,814) | 144,251 | |
Balance (in Shares) at Mar. 31, 2021 | 88,651,767 | ||||
Exercise of stock options | 42 | 42 | |||
Exercise of stock options (in Shares) | 13,532 | ||||
Release of RSUs | |||||
Release of RSUs (in Shares) | 368,341 | ||||
Issuance of Class A Common stock, net of issuance costs | $ 1 | 51,544 | 51,545 | ||
Issuance of Class A Common stock, net of issuance costs (in Shares) | 9,200,000 | ||||
Stock-based compensation | 4,786 | 4,786 | |||
Net loss | (14,458) | (14,458) | |||
Balance at Jun. 30, 2021 | $ 10 | $ 449,428 | $ (263,272) | $ 186,166 | |
Balance (in Shares) at Jun. 30, 2021 | 98,233,640 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (27,053) | $ (15,380) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 4,141 | 2,607 |
Stock-based compensation | 10,644 | 247 |
Change in fair value of contingent consideration | (2,947) | |
Loss on puttable option liabilities | 105 | |
(Gain) on contingent shares issuance liabilities | (5,644) | |
Bad debt expense | 47 | 43 |
Paid-in kind interest on long-term debt | 203 | 1,527 |
Amortization of debt issuance costs and issuance discount | 3,403 | 710 |
Income tax benefit | (343) | |
Change in assets and liabilities, net of acquisitions | ||
Accounts receivable, net of allowance | (162) | 2,981 |
Prepaid expense and other current assets | (2,752) | (1,472) |
Inventory | 26 | |
Deposits and other non-current assets | (999) | 11 |
Accounts payable | 2,647 | (921) |
Accrued expenses and other current liabilities | 742 | 2,334 |
Deferred revenues | 9 | 143 |
Net cash used in operating activities | (18,038) | (7,065) |
Cash flows from investing activities: | ||
Capitalization of software development costs | (2,132) | (2,090) |
Purchase of property and equipment | (635) | (1,222) |
Acquisition of business, net of cash | (89,752) | |
Net cash used in investing activities | (92,519) | (3,312) |
Cash flows from financing activities: | ||
Principal payments under capital lease obligations | (45) | |
Proceeds from long-term debt, net of discount | 83,219 | |
Proceeds from Related-party – Unsecured subordinated promissory note, net of unamortized discount | 11,500 | |
Repayment of long term debt | (10,795) | |
Repayment of Related-party – Unsecured subordinated promissory note, net of unamortized discount | (13,703) | |
Proceeds from exercise of stock options | 42 | |
Issuance of contingently redeemable preferred stock | 10,938 | |
Proceeds from issuance of Class A Common Stock, net of issuance costs | 51,545 | |
Net cash provided by financing activities | 121,808 | 10,893 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 11,251 | 516 |
Cash and cash equivalents at beginning of the period | 38,754 | 4,541 |
Cash and cash equivalents at end of the period | 50,005 | 5,057 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for taxes | 26 | 8 |
Cash paid during the period for interest | 1,103 | 3,435 |
Supplemental schedule of non-cash investing and financing transactions: | ||
Accretion of contingently redeemable preferred stock | 3,518 | |
Assets acquired under capital lease arrangements | 74 | 24 |
Purchase of property and equipment reflected in accounts payable and accruals at the period end | $ 171 | $ 358 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Healthcare Merger Corp. (“HCMC”) was incorporated in Delaware in September 2019 and formed as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Specialists On Call, Inc. was formed on July 14, 2004 as a Delaware C-Corporation doing business as SOC Telemed (“Legacy SOC Telemed”). On October 30, 2020, we completed the acquisition of Legacy SOC Telemed by and among us, Sabre Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of HCMC, Sabre Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of HCMC, and Legacy SOC Telemed. The transactions contemplated by the merger agreement between HCMC and Legacy SOC Telemed are collectively referred as the “Merger Transaction” or “Merger and Recapitalization”. As part of the Merger Transaction, HCMC changed its name from Healthcare Merger Corp. to SOC Telemed, Inc. See Note 4, Business Combinations, for additional information. SOC Telemed, Inc. and Subsidiaries and Affiliates (collectively, the “Company”, “SOC Telemed”, and “SOC”) is committed to improving patient care by providing advanced, real-time telemedicine and the highest quality critical consultation services by connecting emergency physicians with critical care experts 24 hours a day, every day of the year. The Company is a health services management company that is responding to the need for rapid, effective treatment of emergency patients and the shortage of critical care experts. The Company operates as a single operating and reportable segment. As discussed in Note 4, Business Combinations, on March 26, 2021, the Company consummated the acquisition of Access Physicians Management Services Organization, LLC (“Access Physicians”), a multi-specialty acute telemedicine provider. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of SOC Telemed, Inc. and its Subsidiaries and Affiliates and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial data and the other financial information disclosed in these notes to the condensed financial statements related to the three and six-month periods are also unaudited. The results of operations for the three months and six months ended June 30, 2021, are not necessarily indicative of the results of operations to be anticipated for any other future annual or interim period. The consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020, which are included in the Company’s Annual Report on Form 10-K filed with SEC on March 30, 2021 (the “Annual Report”). As of June 30, 2021, and December 31, 2020, SOC Telemed, Inc. or its subsidiaries are party to administrative support services agreements, management services agreements or similar arrangements (collectively, “Administrative Agreements”) in California, Georgia, Kansas (in 2021, only), New Jersey, and Texas by and among it or its subsidiaries and the professional corporations pursuant to which each professional corporation provides services to SOC Telemed’s customers. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. As discussed in Note 5, Variable Interest Entities, SOC Telemed, Inc. holds a variable interest in the professional corporations and, accordingly, the professional corporations are considered variable interest entities (“VIE” or “VIEs”) which are denominated Affiliates for consolidation purposes. The Company also consolidates its wholly owned subsidiaries (NeuroCall, JSA, Access Physicians and Tele-Physicians Practice Maryland) as discussed in Note 5, Variable Interest Entities. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions are eliminated upon consolidation. COVID – 19 Outbreak The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impacts. While not currently known, the full year impact of COVID-19 could have a material impact on the operations of the Company’s business. For the three and six months ended June 30, 2021, the Company’s variable revenues, excluding the consolidated revenues of Access Physicians, increased relative to the same periods in 2020 as a result of the higher volume of consultations due to recovery from the COVID-19 pandemic with corresponding impacts on our cost of sales due to increased demand for consultations. For more details, see Going Concern Consideration below. The Company continues to closely monitor the current macro environment related to monetary and fiscal policies, as well as pandemics or epidemics, such as the recent COVID-19 outbreak. Going Concern Consideration Under Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. As of June 30, 2021, the Company has experienced negative cash flows and losses from operations each period since inception and has an accumulated deficit of $263.3 million. The Company incurred net losses of $14.5 million and $8.2 million for the three months ended June 30, 2021 and 2020 respectively and $27.1 million and $15.4 million for the six months ended June 30, 2021 and 2020, respectively. The cash outflows from operations were $18.0 million and $7.1 million for the six months ended June 30, 2021 and 2020, respectively. In March 2020, the World Health Organization declared the 2019 novel coronavirus, or COVID-19, a global pandemic. The Company experienced a reduction in service utilization in and around the same time and consequently experienced a decrease in revenue and margin. The Company immediately responded by adjusting variable costs, including physician fees, travel expenses, and other discretionary spending to preserve margins which included real time assessment of physician coverage needs to appropriately align with changes in utilization experienced as a result of the COVID-19 pandemic. In the second quarter of 2021 the service utilization has recovered to pre COVID-19 levels however the Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of the business and continuously modifying operational protocols, cost structure, and discretionary spending to evolving business conditions. Notwithstanding these efforts, the Company expects that its operating losses and negative cash flows will continue for the foreseeable future. The Company expects that its cash and cash equivalents of $50.0 million as of June 30, 2021 will be sufficient to fund its operating expenses, capital expenditure requirements and debt service obligations for at least the next 12 months from the issuance of these financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. The Company has historically funded its operations through the issuance of preferred stock and long-term debt. Until such time, if ever, as the Company can generate substantial revenues and positive operating cash flows, the Company will likely finance its cash needs through a combination of public or private equity offerings or debt financings. The Company may not be able to obtain funding on acceptable terms, or at all. If the Company is unable to raise additional funds as and when needed, it would have a negative impact on the Company’s financial condition, which may require the Company to delay, reduce or eliminate certain activities and reduce or eliminate discretionary operating expenses, which could constrain the Company’s ability to pursue its business strategies. Concentration of credit risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. For the three and six months ended June 30, 2021 and 2020 no customer accounts for more than 10% of the Company’s total revenues and accounts receivable. Business Combinations The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The Company allocates the fair value of purchase consideration to the assets acquired and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the value of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the fair value of acquired intangible assets. The Company may adjust the preliminary purchase price allocation, as necessary, for up to one year after the acquisition closing date if it obtains more information regarding asset valuations and liabilities assumed. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Inventory Inventoried materials primarily consist of telemedicine equipment, which are substantially finished goods. The Company reports inventory at the lower of average cost and net realizable value. Net realizable value is based on the selling price. Inventories are assessed on a periodic basis for potential obsolete and slow-moving inventory with write-downs being recorded when identified. Write-downs are measured as the difference between cost of the inventory and net realizable value based upon assumptions about future demand and charged to cost of revenue in the consolidated statement of operations. At the point of the loss recognition, a new lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Intangibles Assets All intangible assets were acquired in connection with the acquisitions of NeuroCall Holdings, LLC and its subsidiaries (“NeuroCall”) on January 31, 2017, JSA Health Corporation (“JSA Health” or “JSA”) on August 14, 2018, and Access Physicians and its subsidiaries (“Access Physicians”) on March 26, 2021 and are amortized over their estimated useful lives based on the pattern of economic benefit derived from each asset. Intangible assets resulting from these acquisitions include hospital contracts relationships, non-compete agreements and trade names. Hospital contracts relationships are amortized over a period of 6 to 17 years using a straight-line method. Non-compete agreements are amortized over a period of 4 to 5 years using the straight-line method. The trade names represented by NeuroCall, JSA Health and Access Physicians are amortized over a period of 2 to 5 years using the straight-line method. Impairment of Goodwill Goodwill is tested for impairment on an annual basis as of December 31 or between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company operates as one operating segment, which the Company has determined to be one reporting unit for the purposes of impairment testing. The Company compares the estimated fair value of a reporting unit to its book value, including goodwill. If the fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The fair value of the reporting unit is determined using various techniques, including market cap determined from the public stock price, multiple of earnings and discounted cash flow valuation methodologies. Determining the fair value of the reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include changes in revenue and operating margins used to project future cash flows, discount rates, valuation multiples of entities engaged in the same or similar lines of business, and future economic and market conditions. No impairments were recorded during the three and six months ended June 30, 2021 and 2020. Impairment of Long-Lived Assets The Company determines whether long-lived assets are to be held for use or disposal. The Company monitors its long-lived assets for events or changes in circumstances that indicate that their carrying values may not be recoverable. Upon indication of possible impairment of long-lived assets held for use, the Company evaluates the recoverability of such assets by measuring the carrying amount of the long-lived asset group against the related estimated undiscounted future cash flows of the long-lived asset group. When an evaluation indicates that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the asset is adjusted to its estimated fair value. No impairments were recorded during the three and six months ended June 30, 2021 and 2020. Long-Term Debt In March 2021, the Company entered into a term loan facility and a related-party subordinated promissory note. The Company capitalizes costs related to the issuance of debt under the provisions of ASC Subtopic 835-30, Interest – Imputation of Interest . Revenue Recognition The Company recognizes revenue using a five-step model: 1) Identify the contract(s) with a customer; 2) Identify the performance obligation(s) in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) it satisfies a performance obligation. The Company enters into service contracts with hospitals or hospital systems, physician practice groups, and other users. Under the contracts, the customers pay a fixed monthly fee for physician consultation services. The fixed monthly fee provides for a predetermined number of monthly consultations. Should the number of consultations exceed the contracted amount, the customers also pay a variable consultation fee for the additional service. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment, which can be provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. Prior to the start of a contract, customers generally make upfront nonrefundable payments to the Company when contracting for Company training, maintenance, equipment and implementation services. Our customer contracts typically range in length from 1 to 3 years, with an automatic renewal process. We typically invoice our customers for the monthly fixed fee in advance. Our contracts typically contain cancellation clauses with advance notice, therefore, we do not believe that we have any material outstanding commitment for future revenues beyond one year from the end of a reporting period. Revenues are recognized when the Company satisfies its performance obligation to provide on-demand telemedicine consultation services. The consultations covered by the fixed monthly fee and obligation to provide on-demand consultations represented 66% and 73% of revenues for the three months ended June 30, 2021 and 2020, respectively, and 64% and 68% of revenues for the six months ended June 30, 2021 and 2020, respectively. Consultations that incur a variable fee due to the monthly quantity exceeding the number of consultations in the contract represented 29% and 25% of revenues for the three months ended June 30, 2021 and 2020, respectively, and 28% and 30% of revenues for the six months ended June 30, 2021 and 2020, respectively. Upfront nonrefundable fees do not result in the transfer of a promised goods or service to the customer, therefore, the Company defers this revenue and recognizes it over the average customer life of 48 months. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees and maintenance fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. The Company recognized $0.2 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $0.5 million and $0.6 million for the six months ended June 30, 2021 and 2020, respectively, of revenue into the income statement that had previously been deferred and recorded on the balance as a deferred revenue liability. Telemedicine Carts (Access Physicians) Customers who enter into telemedicine physician service contracts with Access Physicians are sold a telemedicine cart with a computer and camera in order to facilitate meetings between patients, on-site health professionals, and remote physicians. Satisfaction of this performance obligation occurs upon delivery to the customer when control is transferred. Access Physicians then recognizes the cart revenue at a point in time, upon delivery. The Company has assurance-type warranties that do not result in separate performance obligations. Revenue relating to telemedicine carts is included within telemedicine revenues on the consolidated statements of operations. Use of estimates and judgements The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its unaudited condensed consolidated financial statements and the accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions. Significant estimates and assumptions are included within, but not limited to: (1) revenue recognition, including the determination of the customer relationship period, (2) accounts receivable and allowance for doubtful accounts, (3) long-lived asset recoverability, (4) useful lives of long-lived and intangible assets, (5) stock-based compensation, option and warrant liabilities, (6) fair value of identifiable purchased tangible and intangible assets in a business combination, (7) market cap determined from the public stock price for goodwill impairment testing, (8) fair value measurements, and (9) the provision for income taxes and related deferred tax accounts. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates, and any such differences may be material to the Company’s unaudited condensed consolidated financial statements. The Company is unable to predict the full impact that COVID-19 will have on its financial position, operating results and cash flows due to numerous uncertainties. The extent to which COVID-19 impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain the virus or treat its impact, among others. The Company’s unaudited condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the unaudited condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Actual results may differ significantly from these estimates and assumptions. Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed in the section below to reflect this election. The Company is also a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Class A common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) annual revenues exceeded $100 million during such completed fiscal year and the market value of the Class A common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make the comparison of its financial statements with other public companies difficult or impossible. Recently Issued Accounting Pronouncements Accounting pronouncements issued and adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (“Topic 820”), which modifies, removes and adds certain disclosure requirements on fair value measurements. The new guidance was required for the Company for the annual reporting period beginning January 1, 2020 and interim periods within that fiscal year. The Company adopted this guidance starting from January 1, 2020, however, there was no material impact resulting from the adoption of this pronouncement. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Subsequent to the issuance of ASU 2014-09, the FASB also issued several updates related to ASU 2014-09 including deferring its adoption date. As per the latest ASU 2020-05, issued by the FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. The revised guidance is required to be applied retrospectively to each prior reporting period presented or modified retrospectively applied with the cumulative effect of initially applying it recognized at the date of initial application. The Company adopted this standard on January 1, 2020 utilizing the modified retrospective approach. The Company underwent a process of identifying the various types of revenue streams, performed an evaluation of the components of the associated contractual arrangements and determined that the adoption of the new standard did not have a material impact on the consolidated financial statements. Accounting pronouncements issued but not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference to LIBOR or another reference rate expected to be discontinued by reference rate reform. The Company will be adopting this guidance for the annual reporting period ending December 31, 2022. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. The Company will be adopting this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023. This will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption. The Company is in the process of evaluating the impact that the pronouncement will have on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (“Topic 326”) Measurement of Credit Losses on Financial Instruments . In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim periods beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on the consolidated financial statements. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 3. SEGMENT INFORMATION The Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment: health services management. All of the Company’s operations and assets are located in the United States, and all of its revenues are attributable to United States customers. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 4. BUSINESS COMBINATIONS Merger with Healthcare Merger Corp. in October 2020 On October 30, 2020, HCMC, a special purpose acquisition company, consummated a business combination with Legacy SOC Telemed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, HCMC merged with Legacy SOC Telemed, with Legacy SOC Telemed being treated as the accounting acquirer, and the Merger Transaction reflected as a reverse recapitalization, with HCMC treated as the accounting acquiree. Under this method of accounting, the consolidated financial statements of Legacy SOC Telemed are the historical financial statements of the Company. The net assets of HCMC were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Legacy SOC Telemed’s financial statements on the closing date of the Merger Transaction. The shares and net loss per share available to holders of Legacy SOC Telemed’s common stock prior to the Merger Transaction have been retroactively restated as shares reflecting the exchange ratio of 0.4047 established in the Merger Agreement. As a result of the Merger Transaction, Legacy SOC Telemed shareholders received aggregate consideration of $720.6 million. In addition, 1,875,000 shares of the Company’s Class A common stock were provided to HCMC’s sponsor and are subject to forfeiture if the Company’s Class A common stock does not meet certain market price thresholds following the Merger Transaction. As of June 30, 2021, none of these shares have been released from such restrictions. Acquisition of Access Physicians in March 2021 On March 26, 2021, SOC Telemed Inc. completed the acquisition (the “Acquisition”) of 100% of Access Physicians pursuant to an equity purchase agreement. Access Physicians is a multi-specialty acute care telemedicine provider. The acquisition expands the Company’s clinical solutions to include teleCardiology, teleInfectious Disease, teleMaternal-Fetal Medicine, teleNephrology, teleEndocrinology and other specialties to offer a comprehensive acute care telemedicine portfolio to meet the demands of the market and grow the Company’s provider breadth and depth. The total purchase price for this transaction approximated $187.3 million, comprised of $91.6 million in cash, reduced by a negative net working capital adjustment of $0.2 million, plus $91.7 million in shares of Class A common stock, plus $1.0 million to be paid after the adjusted net working capital settlement (the “Holdback cash consideration”), and an estimated $3.3 million of contingent consideration. The purchase consideration included 13,928,740 shares of Class A common stock that had a total fair value of $91.7 million based on the closing market price of $6.66 per share on March 26, 2021, the acquisition date. Of these shares, an aggregate of 13,753,387 shares were issued at closing and an aggregate of 175,353 shares will be issued on the first anniversary of the closing. These 175,353 reserved shares are not presented as outstanding in the consolidated statement of changes in stockholders’ equity (deficit). The resale of the 13,753,387 shares was registered pursuant to a registration statement that was declared effective on August 10, 2021. Access Physician’s directors and some executive employees held Profits Interest Units (“PIUs”) that were subject to accelerated vesting in connection with the acquisition. Since a portion of these PIUs relate to services rendered to Access Physicians prior to the acquisition, a portion of the replacement SOC equity awards’ fair value was included in the purchase price. As a result of the Acquisition, SOC issued 219,191 shares of replacement awards (“replacement awards”) in connection with unvested Access Physician equity units of which 43,838 vested immediately on the transaction date and 175,353 vest over twelve months from the date of acquisition. Eligible outstanding Access Physician’s PIUs were canceled and settled in cash and/or exchanged for replacement awards, pursuant to an exchange ratio in the acquisition agreement designed to maintain the intrinsic value of the awards immediately prior to the exchange. The awards that were settled in cash have a post-acquisition service condition of twelve months from the acquisition date. Since the payment for these awards was made on the acquisition date, a prepaid expense of $2.0 million was recorded on the acquisition date and amortized to compensation expense under selling, general and administrative expense in the consolidated statement of operations. The net prepaid balance as of June 30, 2021, is $1.2 million. Refer to Note 7, Prepaid Expenses and Other Current Assets. In accordance with ASC 805, these awards are considered to be replacement awards. Exchanges of share-based payment awards in conjunction with a business combination are modifications in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). As a result, the portion of the fair-value of replacement awards attributable to pre-acquisition services were included in measuring the consideration transferred in the business combination. The fair value of the unvested replacement awards was estimated to be approximately $3.6 million, of which $0.8 million is attributable to pre-combination service period. See additional details about the replacement equity awards in Note 14, Stock-Based Compensation. As presented above, the acquisition of Access Physicians includes a contingent consideration arrangement (the “Earnout”) that requires additional consideration to be paid by SOC to the sellers of Access Physicians based on the future revenue and gross margin of the acquired business, in each case as calculated in accordance with the equity purchase agreement. In the event that revenue for calendar year 2021 (the “Earnout Covenant Period”) is equal to or greater than $40.0 million and gross margin over the same period is equal to or exceeds 39.0%, then SOC will make an additional cash payment to the sellers of $20.0 million. The Earnout is payable no later than in the second quarter of 2022. As of June 30, 2021, the range of the undiscounted amounts SOC estimates that could be paid under this contingent consideration agreement is either zero or $20.0 million. The fair value of the Earnout recognized on the acquisition date of $3.3 million was estimated through application of a Monte Carlo simulation in an option pricing framework. As discussed in Note 6, Fair Value of Financial Instruments, that measure is based on significant Level 3 inputs not observable in the market. The Company reassessed the contingent consideration and determined the fair value of the Earnout to be approximately $0.3 million as of June 30, 2021. As a result, a change in fair value of contingent consideration of $3.0 million was recognized on the consolidated statements of operations. The acquisition of Access Physicians also includes a second contingent consideration arrangement (the “Deferred Payment”). The Deferred Payment will only become payable if a certain number of specified Access Physicians executives remain employed by SOC through the second anniversary of the closing (the “Deferred Payment Period”). The amount (if any) of the Deferred Payment that can become payable by SOC to the sellers of Access Physicians is based on the 2021 calendar year revenue and gross margin of the acquired business, calculated in accordance with the Earnout described above. If revenue is less than $40.0 million or if gross margin is less than 39.0%, then no Deferred Payment will become payable. If revenue is equal to or greater than $40.0 million and less than $44.0 million and gross margin is equal to or greater than 39.0%, then the Deferred Payment will be an amount equal to 5 multiplied by revenue in excess of $40.0 million and will range between $0 and $20.0 million. If revenue is equal to or greater than $44.0 million and gross margin is equal to or greater than 39.0% and less than 41.0%, then the Deferred Payment will be $20.0 million. If revenue is equal to or greater than $46.0 million and gross margin is equal to greater than 41.0%, then the $20.0 million Deferred Payment will be increased by an amount equal to 5 multiplied by revenue in excess of $46.0 million (with no cap applied). The Deferred Payment is payable no later than in the second quarter of 2023. The Deferred Payment will be recognized over the Deferred Payment Period as compensation expense within operating expenses on the consolidated statements of operations when the Company determines it is probable to be paid. As of June 30, 2021, the Company’s assessment is that the Deferred Payment is not probable. Therefore, there is no accrual booked in the consolidated balance sheet. Transaction costs for the acquisition approximated $3.3 million (less than $0.1 million incurred in December 2020 and $3.2 million incurred in from January to March 2021) and were expensed as incurred and included within selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes the consideration transferred to acquire Access Physicians and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in thousands): Fair value of consideration transferred Cash $ 91,571 Common stock 91,694 Holdback cash consideration 1,000 Contingent consideration 3,265 Net working capital adjustment (218 ) Total $ 187,312 Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 1,601 Accounts receivable 5,602 Inventories 1,382 Prepaid expenses and other current assets 636 Property and equipment 250 Capitalized software costs 871 Intangible assets 41,740 Deposits and other assets 285 Accounts payable (2,831 ) Accrued expenses (1,247 ) Deferred tax liability (343 ) Identifiable assets acquired and liabilities assumed, net $ 47,946 Goodwill $ 139,366 The fair values of the identifiable assets acquired and liabilities assumed are provisional pending completion of the final valuation procedures for those components. The amount allocated to goodwill is primarily attributed to the expected synergies and other benefits arising from the transaction. The transaction was determined to be a stock deal for tax purposes. SOC plans to make a Section 754 election that provides the buyer of a partnership interest with a step-up (or step-down) to fair market value in the acquirer’s pro-rata share of the underlying assets. Any deductions resulting from this step-up (or step-down) are specifically allocated to the buyer. Therefore, 92.03% of goodwill recognized is expected to be tax deductible. The valuation techniques used for measuring the fair value of separately identified intangible assets acquired were as follows (in thousands): Intangible assets acquired Fair value Valuation Technique Trade name $ 1,213 Relief from royalty method Hospital contracts relationships $ 40,095 Multi-period excess earnings method Non-compete agreements $ 432 With and without method The acquired business contributed Revenues of $8.8 million and Net loss of $2.0 million to SOC Telemed for the period from March 26, 2021 to June 30, 2021. The following unaudited pro forma financial summary presents consolidated information of SOC Telemed as if the business combination had taken place on January 1, 2020 (in thousands): Pro forma Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues $ 24,960 $ 19,318 $ 47,740 $ 39,865 Net loss (17,493 ) (15,417 ) (27,881 ) (29,764 ) SOC Telemed recorded two adjustments directly attributable to the business combination for interest expense on loans acquired and transaction costs. These adjustments were included in the reported pro forma net loss. These pro forma amounts have been calculated after applying SOC Telemed’s accounting policies and adjusting the results of Access Physicians to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to capitalized software costs and intangible assets had been applied from January 1, 2020, with the consequential tax effects. The unaudited pro forma financial information above has been prepared for informational purposes only and is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisition had been completed at the beginning of the respective periods. In addition, the unaudited pro forma information above does not attempt to project the Company’s future results. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | 5. VARIABLE INTEREST ENTITIES SOC Telemed, Inc. holds a variable interest in Tele-Physicians, P.C. (d/b/a California Tele-Physicians), Tele-Physicians, P.C. (d/b/a Georgia Tele-Physicians), Tele-Physicians, P.C. (d/b/a New Jersey Tele-Physicians), and Tele-Physicians, P.A. (d/b/a Texas Tele-Physicians) (collectively, the “Tele-Physicians Practices”) which contract with physicians in order to provide services to the customers. SOC Telemed, Inc. and the Tele-Physicians Practices have entered into a management services agreement with each other. Under these agreements, SOC Telemed, Inc. agrees to serve as the sole and exclusive administrator of all non-clinical, day-to-day operations and business functions required for the operation of each Tele-Physicians Practice, including business support services, contracting support with customers and payers, accounting, billing and payables support, technology support, licensing exclusive telemedicine technologies, and working capital support to cover the expenses of each Tele-Physicians Practice. The Tele-Physicians Practices are considered variable interest entities (“VIE” or “VIEs”) since they do not have sufficient equity to finance their activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits — that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). Under the management services agreements, SOC Telemed, Inc. has the power and rights to direct all non-clinical activities of the professional corporations and funds and absorbs all losses of the VIEs. Therefore, each of the Tele-Physicians Practices are consolidated with SOC Telemed, Inc. NeuroCall and JSA Health are wholly owned subsidiaries and as such are consolidated by SOC Telemed, Inc. JSA Health comprises four entities: JSA Health Corporation (“Corporate”), JSA Health California LLC (“LLC”), JSA Health California PC (“CAPC”), and JSA Health Texas PLLC (“PLLC”). CAPC and PLLC are medical practices (the “JSA Medical Practices”) and Corporate and LLC provide management services to the JSA Medical Practices (the “JSA Management Companies”). More specifically, Corporate and PLLC have entered into a management services agreement with each other, and LLC and CAPC have entered into a management services agreement with each other. As a result, Corporate and LLC hold variable interests in their respective JSA Medical Practices which contract with physicians in order to provide services to Corporate and LLC. The JSA Medical Practices are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support. These relationships are similar to the relationship between SOC Telemed, Inc. and the Tele-Physician Practices. Therefore, each of the JSA Medical Practices are consolidated with JSA Health. Access Physicians is a wholly owned subsidiary and as such is consolidated by SOC Telemed, Inc. Access Physicians comprises four entities: Access Physicians Management Services Organization, LLC (“AP”), Access Physicians, PLLC (“AP PLLC”), AP US 9, PC (“US 9”), and AP US 14, PA (“US 14”). AP PLLC, US 9, and US 14 are medical practices (the “AP Medical Practices”) and AP provides management services to the AP Medical Practices. More specifically, AP PLLC, US 9, and US 14 have entered into a management services agreement with AP. As a result, AP holds variable interests in the AP Medical Practices which contract with physicians in order to provide services to AP. The AP Medical Practices are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support. These relationships are similar to the relationships between SOC and the Tele-Physician Practices. Therefore, each of the AP Medical Practices are consolidated with Access Physicians. SOC Telemed, Inc. consolidates certain VIEs for which it was determined to be the primary beneficiary. The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs, if any. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities. SOC Telemed, Inc. reassesses whether changes in the facts and circumstances regarding the Company’s involvement with a VIE could cause a change in its conclusions related to consolidation. Changes in consolidation status are applied prospectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Liabilities historically valued with Level 3 inputs included puttable stock options, contingent shares issuances, and contingent consideration. As of June 30, 2021, the Company’s outstanding liabilities consisted of contingent shares issuance liabilities along with contingent consideration. As of December 31, 2020, the Company’s outstanding liabilities consisted of contingent shares issuances. The impact of revaluing the instruments is recorded within other income (expense) within the consolidated statements of operations. As a result of the merger with HCMC on October 30, 2020, the Company measured its contingent shares issuance liabilities at fair value determined at Level 3. In order to capture the market conditions associated with the contingent shares issuance liabilities, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over each one of the components of the contingent shares issuance liabilities’ contractual lives based on the appropriate probability distributions and making assumptions about potential changes in control of the Company. The fair value was determined by taking the average of the fair values under each Monte Carlo simulation trial. As a result, $2.1 million and $0 were recognized for three months ended June 30, 2021 and 2020, respectively, and $5.6 million and $0 were recognized for the six months ended June 30, 2021 and 2020, respectively, and included as gain on contingent shares issuance liabilities in the statements of operations. Refer to Note 12, Contingent Shares Issuance Liabilities, for further details. As a result of the Acquisition in March 2021, as described in Note 4, Business Combinations, the Company measured its contingent consideration at fair value determined at Level 3. The fair value of the contingent consideration recognized on the acquisition date of $3.3 million was estimated through application of a Monte Carlo simulation in an option pricing framework. The Company reassessed the contingent consideration and determined the fair value of the Earnout to be approximately $0.3 million as of June 30, 2021. As a result, a change in fair value of contingent consideration of $3.0 million was recognized on the consolidated statements of operations for the three and six months ended June 30, 2021. The carrying value of Cash and Cash Equivalents approximate their fair value because of the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the three and six months ended June 30, 2021 and year ended December 31, 2020. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of Carrying Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 50,005 $ 50,005 - - $ 50,005 Total $ 50,005 $ 50,005 - - $ 50,005 Liabilities Contingent shares issuance liabilities $ 6,806 $ - $ - $ 6,806 $ 6,806 Contingent consideration 318 - - 318 318 Total $ 7,124 $ - $ - $ 7,124 $ 7,124 Fair Value Measurements as of Carrying Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 38,754 $ 38,754 - - $ 38,754 Total $ 38,754 $ 38,754 - - $ 38,754 Liabilities Contingent shares issuance liabilities $ 12,450 $ - $ - $ 12,450 $ 12,450 Total $ 12,450 $ - $ - $ 12,450 $ 12,450 The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Contingent Balance as of December 31, 2020 $ 12,450 (Gain) recognized in statements of operations (5,644 ) Balance as of June 30, 2021 $ 6,806 The following table represents a reconciliation of the contingent consideration fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Contingent Balance as of December 31, 2020 $ - Contingent consideration liability recorded in the opening balance sheet 3,265 Change in fair value of contingent consideration recognized in statements of operations (2,947 ) Balance as of June 30, 2021 $ 318 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS At June 30, 2021 and December 31, 2020 prepaid expenses and other currents assets consisted of the following (in thousands): June 30, December 31, Prepaid expenses $ 3,141 $ 1,578 Prepaid replacement awards – Note 4 1,220 - Short term deposits 34 2 Other current assets 602 29 $ 4,997 $ 1,609 Prepaid expenses include prepayments related to information technology, insurance, commissions, tradeshows and conferences. The prepaid replacement awards represent cash paid to Access Physicians for settlement of profit interest units. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS At June 30, 2021 and December 31, 2020 intangible assets consisted of the following (in thousands): June 30, 2021 Useful Life Gross Value Accumulated Net Weighted Hospital contracts relationships 6 to 17 years $ 48,575 $ (4,218 ) $ 44,357 15.6 Non-compete agreements 4 to 5 years 477 (57 ) 420 4.7 Trade names 2 to 5 years 3,023 (1,596 ) 1,427 1.5 Intangible assets, net $ 52,075 $ (5,871 ) $ 46,204 15.0 December 31, 2020 Useful Life Gross Value Accumulated Net Weighted Hospital contracts relationships 6 to 10 years $ 8,480 $ (3,085 ) $ 5,395 6.5 Non-compete agreements 4 to 5 years 45 (32 ) 13 2.0 Trade names 4 to 5 years 1,810 (1,230 ) 580 1.4 Intangible assets, net $ 10,335 $ (4,347 ) $ 5,988 5.8 Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of June 30, 2021 is as follows (in thousands): Years ending December 31, Amortization 2021 (remaining 6 months) $ 2,243 2022 4,246 2023 3,217 2024 3,035 Thereafter 33,463 $ 46,204 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 9. GOODWILL At June 30, 2021 and December 31, 2020 goodwill consisted of the following (in thousands): June 30, December 31, Beginning balance $ 16,281 $ 16,281 Business combinations - Note 4 139,366 - Balance at $ 155,647 $ 16,281 The Company performed its last annual impairment test on December 31, 2020. There were no indications of impairment identified for the three and six months ended June 30, 2021 and year ended December 31, 2020. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 10. DEBT In order to consummate the Acquisition and support the combined business thereafter, SOC Telemed entered into a term loan facility with SLR Investment Corp. (“Solar”) and a related-party subordinated financing with SOC Holdings LLC, an affiliate of Warburg Pincus, for $100.0 million and $13.5 million, respectively. See Note 4, Business Combinations, for more information about the Acquisition. Solar Term Loan Facility The table below represents the components of outstanding debt (in thousands): June 30, December 31, Term loan facility, effective interest rate 9.35%, due 2026 $ 78,713 $ - Less: Unamortized discounts, fees and issue costs (5,150 ) - Balance at $ 73,563 $ - In March 2021 the Company entered into a term loan agreement with Solar acting as a collateral agent on behalf of the individual lenders that committed to provide a senior secured term loan facility of up to $100.0 million. Under the term loan facility, $85.0 million was immediately available and borrowed on March 26, 2021 in two tranches consisting of $75.0 million (“Term A1 Loan”) and $10.0 million (“Term A2 Loan”). The remaining $15.0 million will be made available subject to the terms and conditions of the term loan agreement in two tranches as follows: (i) $2.5 million ($12.5 million if the Term A2 Loan is repaid earlier) to be drawn by June 20, 2022 (“Term B Loan”) subject to no event of default as defined in the term loan agreement and the Company achieving the net revenue milestone of at least $55.0 million on a trailing six-month basis by June 20, 2022; and (ii) $12.5 million to be drawn by December 20, 2022 (“Term C Loan”) subject to no event of default as defined in the term loan agreement and the Company achieving the net revenue milestone of at least $65.0 million on a trailing six-month basis by December 20, 2022. The term loan facility also provides for an uncommitted term loan in the principal amount of up to $25.0 million (“Term D Loan”), which availability is subject to the sole and absolute discretionary approval of the lenders and the satisfaction of certain terms and conditions in the term loan agreement. The term loan facility bears interest at a rate per annum equal to 7.47% plus the greater of (a) 0.13% and (b) the London Interbank Offered Rate (“LIBOR”) published by the Intercontinental Exchange Benchmark Administration Ltd., payable monthly in arrears beginning on May 1, 2021. The interest expense incurred on the loan was $1.6 million and $1.7 million for the three and six months ended June 30, 2021, respectively. The effective interest rate of the term loan facility is 9.35%. Until May 1, 2024, the Company will pay only interest monthly. However, the term loan agreement has an interest-only extension clause which offers to SOC the option to extend the interest-only period for six months until November 1, 2024, after having achieved two conditions: (i) a minimum of six months of positive EBITDA prior to January 31, 2024; and (ii) being in compliance with the revenue financial covenant, as described in this note. In either case, the maturity date is April 1, 2026. The following reflects the contractually required payments of principal under the term loan facility (in thousands): Years ending December 31, Amount Remainder of 2021 $ - 2022 - 2023 - 2024 25,000 2025 and thereafter 53,713 The term loan agreement includes two financial covenants requiring (i) the maintenance of minimum liquidity level of at least $5.0 million at all times; and (ii) minimum net revenues measured quarterly on a trailing twelve-month basis of at least $81.8 million on March 31, 2022, $88.2 million on June 30, 2022, $94.5 million on September 30, 2022, $100.9 million on December 31, 2022, and then 60% of projected net revenues in accordance with an annual plan to be submitted to the lenders commencing on March 31, 2023, and thereafter. The term loan agreement contains affirmative covenants which include the delivery of monthly consolidated financial information no later than 30 days after the last day of each month, quarterly consolidated balance sheet, income statement and cash flow statement covering such fiscal quarter no later than 45 days after the last day of each quarter, audited consolidated financial statements no later than 90 days after the last day of fiscal year or within 5 days of filing of the same with the SEC. The term loan agreement also contains negative covenants which, in certain circumstances, would limit the Company’s ability to engage in mergers or acquisitions and dispose of any of its subsidiaries. The Company was in compliance with all financial and negative covenants at June 30, 2021. The Company incurred approximately $2.0 million of loan origination costs in connection with the term loan facility and amortized $0.3 million of these costs as interest expense during the three and six months ended June 30, 2021, respectively. The Company will also be liable for a payoff fee of 4.95% of the principal balance payable at maturity or upon prepayment. The Company estimates the payoff fee to be $3.7 million, which is included as a debt discount offset against the Company’s outstanding debt balance on the consolidated balance sheets and amortized as a component of interest expense over the term of the term loan facility. The Company amortized $0.7 million of the discount for the three and six months ended June 30, 2021, respectively. The term loan agreement contains a material adverse change provision which permits the lenders to accelerate the scheduled maturities of the obligations under the term loan facility. The conditions which would permit this acceleration are not objectively determinable or defined within the agreement. The term loan facility is guaranteed by all of the Company’s wholly owned subsidiaries, including the entities acquired pursuant to the Acquisition, subject to customary exceptions. The term loan facility is secured by first priority security interests in substantially all of the Company’s assets, subject to permitted liens and other customary exceptions. On June 4, 2021, the term loan facility was partially repaid for a total of $10.8 million, including $10.0 million of principal, $0.5 million of payoff fee, and $0.3 million of related prepayment premium and accrued interest, in connection with the issuance of Class A Common Stock. Refer to Note 13, Stockholders’ Equity, for further discussion on the equity raise. As a result, the Company accelerated the amortization of $0.7 million of debt issuance costs plus $0.3 million of prepayment premium as of June 4, 2021 and recognized as interest expenses on the statement of operations for the six months ended June 30, 2021. The Company determines the fair value of the term loan facility using discounted cash flows, applying current interest rates and current credit spreads, based on its own credit risk. Such instruments are classified as Level 2. The fair value amount was approximately $76.4 million as of June 30, 2021. At June 30, 2020 the Company had a term loan facility with CRG Servicing LLC (“CRG”). Origination costs and backend facility fees related to the CRG loan amortized as interest expense during the three months ended June 30, 2020 were $0.3 million and less than $0.1 million, respectively, and for the six months ended June 30, 2020 were $0.6 million and $0.1 million, respectively. Additionally, interest expense related to the CRG loan was $2.4 million, $1.7 million in cash interest and $0.7 million in paid-in-kind interest for the three months ended June 30, 2020. Interest expense related to the CRG loan was $4.9 million, $3.4 million in cash interest and $1.5 million in paid-in-kind interest, for the six months ended June 30, 2020. Related party - Unsecured Subordinated Promissory Note On March 26, 2021, the Company entered into a subordinated financing agreement (the “Unsecured Subordinated Promissory Note” or “Subordinated Note”) with a significant stockholder, SOC Holdings LLC (“SOC Holdings”), an affiliate of Warburg Pincus. SOC Holdings constitutes a related party of the Company, pursuant to ASC 850, Related Parties. The Company borrowed the aggregate principal amount of $13.5 million under the Subordinated Note on March 26, 2021, net of an original issue discount of $2.0 million, resulting in aggregate proceeds of $11.5 million. The terms of the Subordinated Note state that if equity was raised for an amount greater than $10.0 million, the excess amount would have to be used for repayment of the Subordinated Note. On June 4, 2021, the Subordinated Note was extinguished in connection with the issuance of Class A Common Stock. Refer to Note 13, Stockholders’ Equity, for further discussion on the equity raise. As a result, the amortization of the balance of $2.0 million of discount and debt issuance costs as of June 4, 2021 was accelerated and recognized as interest expenses on the statements of operations for the three and six months ended June 30, 2021. The terms of the Subordinated Note are summarized as follows: ● The Subordinated Note bears interest at a rate per annum equal to the greater of (a) 0.13% and (b) LIBOR, plus the applicable interest rate in the table below: From March 26, 2021 through September 30, 2021 7.47 % From and after September 30, 2021 through September 30, 2022 10.87 % From and after September 30, 2022 through September 30, 2023 12.87 % From and after September 30, 2023 through September 30, 2024 14.87 % From and after September 30, 2024 through September 30, 2025 16.87 % From and after September 30, 2025 through the Maturity Date. 18.87 % ● All outstanding principal and interest under the Subordinated Note was due and payable on the Maturity Date; ● Interest was computed on the basis of a year of 365/366 days, as applicable, and was added to the principal amount of the Subordinated Note on the last day of each calendar month. The Company incurred less than $0.1 million of loan origination costs in connection with the Subordinated Note and amortized the balance as interest expense during the three and six months ended June 30, 2021, respectively. Interest expense of less than $0.2 million and 0.2 million was recognized in the statements of operations for the three and six months ended June 30, 2021, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 11. ACCRUED EXPENSES At June 30, 2021 and December 31, 2020 accrued expenses consisted of the following (in thousands): June 30, December 31, Current liabilities Accrued compensation $ 4,746 $ 3,210 Accrued bonuses 1,476 2,647 Accrued professional and service fees 1,432 1,626 Accrued Access Physicians - “Holdback cash consideration” – Note 4 1,000 - Accrued other expenses 2,567 810 $ 11,221 $ 8,293 |
Contingent Shares Issuance Liab
Contingent Shares Issuance Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Contingent Shares Issuance Liabilities Disclosure [Abstract] | |
CONTINGENT SHARES ISSUANCE LIABILITIES | 12. CONTINGENT SHARES ISSUANCE LIABILITIES The table below represents the components of outstanding contingent shares issuance liabilities (in thousands): June 30, December 31, Contingent sponsor earnout shares 6,297 11,364 Private placement warrants 509 1,086 Balance as at $ 6,806 $ 12,450 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 13. STOCKHOLDERS’ EQUITY In June 2021, the Company closed a public offering of 9,200,000 shares of our Class A common stock at an offering price of $6.00 per share, including 1,200,000 shares issued pursuant to the underwriters’ option to purchase additional shares, resulting in aggregate net proceeds of $51.5 million, after deducting underwriting discounts and commissions of $3.2 million and net offering expenses of approximately $0.5 million. As discussed in Note 10, Debt, a portion of the proceeds were used to repay (i) $10.8 million of the term loan credit facility, including $10.0 million of principal, $0.5 million of payoff fee, and $0.3 million of related prepayment premiums and accrued interest, and (ii) $13.7 million to liquidate the Subordinated Note. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 14. STOCK-BASED COMPENSATION Each unvested stock option that was outstanding immediately prior to the Merger Transaction was converted into an option to purchase a number of shares of Class A common stock on terms substantially identical to those in effect prior to the Merger Transaction, except for adjustments to the underlying number of shares and the exercise price based on the exchange ratio of 0.4047. Under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), officers, employees and consultants may be granted options to purchase shares of the Company’s authorized but unissued common stock. Options granted under the 2014 Plan may be qualified as incentive stock options or non-qualified stock options. Qualified incentive stock options may only be granted to employees. As part of the Merger Transaction the 2014 Plan was terminated and a new 2020 Equity Incentive Plan (the “2020 Plan”) was approved by the Company’s Board of Directors (the “Board”) and the Company’s stockholders on October 30, 2020. As a result of the termination no additional grants can be issued under the 2014 Plan. The total number of shares of Class A common stock reserved for awards under the 2020 Plan initially equaled 11% of the fully diluted capitalization of the Company as of the closing of the Merger Transaction, or 9,707,040 shares of Class A common stock. In accordance with the automatic share increase provision in the 2020 Plan, the total number of shares of Class A common stock reserved for awards will automatically be increased on the first day of each fiscal year beginning with the 2021 fiscal year in an amount equal to the lesser of (i) 5% of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of shares as determined by the Board. On January 1, 2021, an additional 3,838,275 shares were automatically made available for issuance under the 2020 Plan, which represented 5% of the number of shares of Class A common stock outstanding on December 31, 2020, resulting in a total of 13,545,315 shares reserved for awards under the 2020 Plan. The Company has granted a total of 4,787,245 Restricted Stock Units (“RSUs”) and 1,549,756 Performance Stock Units (“PSUs”) net of forfeitures, under the 2020 Plan through June 30, 2021. The number of shares of Class A common stock remaining available for future grants under the 2020 Plan is 7,208,314 as of June 30, 2021. As part of the Merger Transaction, the Board and the Company’s stockholders approved the SOC Telemed, Inc. Employee Stock Purchase Plan (the “ESPP”) on October 30, 2020. Under the ESPP, eligible employees and eligible service providers of the Company or an affiliate will be granted rights to purchase shares of Class A common stock at a discount of 15% to the lesser of the fair value of the shares on the offering date and the applicable purchase date. The total number of shares of Class A common stock reserved for issuance under the ESPP initially equaled 2% of the fully diluted capitalization of the Company as of the closing of the Merger Transaction, or 1,764,916 shares. In accordance with the automatic share increase provision in the ESPP, the total number of shares of Class A common stock reserved for issuance will be automatically increased on the first day of each fiscal year, beginning with the 2021 fiscal year and ending on the first day of 2031 fiscal year, in an amount equal to lesser of (i) 1% of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase and (ii) such number of shares as determined by the Board. No shares were added on January 1, 2021. In March 2021, the Board approved of the amendment and restatement of the ESPP to, among other things, implement an additional limitation of 1,000,000 shares of Class A common stock to the ESPP’s automatic share increase provision. The amendment and restatement of the ESPP was approved at the Company’s annual meeting of stockholders held on June 3, 2021. The Company made the initial offering of the grant of purchase rights under the ESPP to eligible employees and service providers during June 2021. The terms of the initial offering under the ESPP are for a 6-month period with an offering date of June 11, 2021 and a purchase date of December 10, 2021. The offer made to eligible employees and service providers was accepted by 90 participants. The ESPP grant was fair valued as at the grant date using the Black-Scholes pricing model and the company recognized less than $0.1 million in stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2021. The Board establishes the options’ exercise prices, or the methodology used in determining the options’ exercise prices. The Board also establishes the vesting, expiration, and restrictions related to the options granted. Each option has an individual vesting period which varies per option subject to approval from Board of Directors. Generally, options expire after ten years or earlier if the optionee terminates their business relationship with the Company. No stock options were granted for the six months period ended June 30, 2021 and year ended December 31, 2020. The fair value of each grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: 2021 (1) 2020 (2) Weighted-average volatility - 80.0 % Expected dividends - 0.0 % Expected term (in years) - 1 - 5 Risk-free interest rate - 0.15% - 0.40% (1) No new grants issued for the period ended June 30, 2021. (2) No new grants issued for the year ended December 31, 2020. These assumptions relate to option modifications in 2020. During the year ended December 31, 2019, the Company granted options that would vest upon satisfying a performance condition, which was a liquidity event defined as a change in control. Since the Merger Transaction did not meet the definition of a change in control, the Company modified options to purchase 922,221 shares of Class A common stock to provide for the time-based vesting of these awards in connection with the Merger Transaction. As a result of the modification, the Company will recognize $7.4 million in stock-based compensation expense over a weighted-average period of 1.4 years from the date of the Merger Transaction. Outstanding expense for these modified options of $3.6 million as of June 30, 2021 is expected to be recognized over a weighted average period of 0.9 years. In connection with the Merger Transaction several awards were granted to current Executives of the Company: ● A “Base Full Value Award” was promised to the current CEO of the Company with the award value of 3% of the Company’s outstanding shares at the closing of the Merger Transaction. The final terms of the award were not agreed to as of December 31, 2020; however, the award required the Company to pay, in cash, on each applicable vesting (or payment) date the value of the award that would have vested on that date if the Base Full Value Award was not granted within 90 days of the closing of the Merger Transaction. The award had not been granted within 90 days of the closing of the Merger Transaction and the required cash payment was determined to be a liability-based award and was accrued for $4.2 million as of December 31, 2020. The liability was classified as Stock-based compensation liabilities in the balance sheet and included within selling, general and administrative expenses in the statements of operations. On February 16, 2021 the award for the current CEO was modified and the stock-based compensation liabilities for the Base Full Value Award were replaced by new RSUs and PSUs granted on February 16, 2021. The Company revalued the cash liability award as of the modification date and recorded an additional cash liability of $1.7 million for the period until February 15, 2021. As a result of the modification the total cash liability of $5.9 million was reclassified from liability to equity and the related expense of $11.4 million will be recognized over 3.5 years. ● The CEO of the Company was deemed granted an award of PSUs equal to 15% of the Sponsor Earnout Shares during 2020 which award includes the same market vesting conditions as the Sponsor Earnout Shares as noted in Note 12 and described in Note 16 to the Company’s audited consolidated financial statements included in the Annual Report. The Company utilized a Monte Carlo simulation to determine the grant date fair value of $2.7 million. The award resulted in an expense of $0.4 million and $0 million for the three months ended June 30, 2021 and 2020, respectively. The award resulted in an expense of $1.7 million and $0 million for the six months ended June 30, 2021 and 2020, respectively. The Company granted 3,848,217 new RSUs during the six months ended June 30, 2021, that are subject to service period vesting. The service period vesting requirements range from 3 to 5 years for all outstanding RSUs. The Company recorded $1.2 million and $0 expense for RSUs for the three months ended June 30, 2021 and 2020, respectively. The Company recorded $3.3 million and $0 expense for RSUs for the six months ended June 30, 2021 and 2020, respectively. The following table summarizes activity of RSUs for the six months ended June 30, 2021 and year ended December 31, 2020: Number of Weighted- Outstanding RSUs at December 31, 2019 - - Granted 1,342,570 $ 9.95 Vested (1,061,320 ) (10.06 ) Forfeited - - Outstanding RSUs at December 31, 2020 281,250 $ 7.13 Granted 3,848,217 7.65 Vested (33,174 ) 7.43 Forfeited (122,292 ) 7.43 Outstanding RSUs at June 30, 2021 3,974,001 $ 7.66 The Company granted 1,608,868 new PSUs during the six months ended June 30, 2021, that are subject to vesting based on market-based vesting conditions. The PSUs granted have a dual vesting requirement based on the performance of the Company’s Class A common stock as well as a minimum service period requirement. The Company valued all outstanding PSUs applying an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over each one of the components of the PSUs based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. The Company recorded $1.2 million and $0 expense for PSUs for the three months ended June 30, 2021 and 2020, respectively. The Company recorded $2.4 million and $0 expense for PSUs for the six months ended June 30, 2021 and 2020, respectively. The following table summarizes activity of PSUs for the six months ended June 30, 2021 as there were no PSUs granted for the year ended December 31, 2020: Number of Weighted- Outstanding PSUs at December 31, 2020 - - Granted 1,608,868 $ 5.20 Vested - - Forfeited (59,112 ) 4.43 Outstanding PSUs at June 30, 2021 1,549,756 $ 5.23 The fair value of each grant made for six-month period ended June 30, 2021 was estimated on the grant date using the Monte Carlo simulation with the following assumptions: Six Months Ended 2021 2020 (1) Current Stock Price $ 7.43 – 7.52 - Expected volatility 55.0% - 65.0% - Expected term (in years) 3.5 - Risk-free interest rate 0.24% - 0.33% - (1) No PSUs were issued for the six-month period ended June 30, 2020. The Company recognized $4.8 million, inclusive of $0.4 million of Access Physicians Replacement Awards as discussed in Note 4, Business Combinations, and in the section below, and $0.2 million in stock-based compensation expense for the three months ended June 30, 2021 and 2020, respectively, which is included in selling, general and administrative expenses on the consolidated statements of operations. The Company recognized $10.6 million, inclusive of $0.4 million of Access Physicians Replacement Awards as discussed in Note 4, Business Combinations, and in the section below, and $0.3 million in stock-based compensation expense for the six months ended June 30, 2021 and 2020, respectively, which is included in selling, general and administrative expenses on the consolidated statements of operations. As of June 30, 2021, the Company had $30.5 million of total unrecognized compensation cost, which is expected to be recognized as stock-based compensation expense over the remaining weighted-average vesting period of approximately 2.7 years. The Company received less than $0.1 million for the six months ended June 30, 2021 and 2020, respectively, for stock options exercised during each period. The intrinsic value of the options exercised was less than $0.1 million for each of the six months ended June 30, 2021 and 2020. The following table summarizes stock option activity of the 2014 Plan for the six months ended June 30, 2021 and year ended December 31, 2020: Shares Weighted- Weighted- Outstanding stock options at December 31, 2019 8,264,941 $ 3.09 6.15 Granted - - Exercised (5,546,222 ) 3.13 Forfeited or expired (1,175,557 ) 3.18 Outstanding stock options at December 31, 2020 1,543,162 $ 3.05 7.09 Granted - Exercised (17,375 ) 4.27 Forfeited or expired (72,632 ) 3.51 Outstanding stock options at June 30, 2021 1,453,155 $ 2.98 6.56 The intrinsic value of the outstanding options was $3.9 million and $7.4 million at June 30, 2021 and December 31, 2020, respectively. Access Physicians Replacement Awards As discussed in Note 4, Business Combinations, expense for the replacement awards that were not fully vested prior to the date of the Acquisition will continue to be recognized over the remaining service period of 12 months post-acquisition date. For the three and six months ended June 30, 2021, $0.9 million was recognized as expense of which $0.5 million recognized as compensation expense and $0.4 million recognized as stock-based compensation expense and included in selling, general and administrative expense on the consolidated statement of operations. If any of the employees terminate employment prior to the completion of the service period, the awards will be reallocated to the remaining participants. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options, RSUs, PSUs, warrants, Sponsor Earnout Shares, unvested common stock and contingently redeemable preferred stock, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock for the three and six months ended June 30, 2021 and 2020 (in thousands, except shares and per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (14,458 ) $ (8,163 ) $ (27,053 ) $ (15,380 ) Preferred stock dividends - (2,023 ) - (3,518 ) Numerator for Basic and Dilutive EPS –Loss available to common stockholders $ (14,458 ) $ (10,186 ) $ (27,053 ) $ (18,898 ) Denominator: Common stock 89,697,396 34,050,607 83,744,959 34,050,607 Series I and Series J Common Warrants - 294,590 - 294,590 Denominator for Basic and Dilutive EPS – Weighted-average common stock outstanding 89,697,396 34,345,197 83,744,959 34,345,197 Basic net loss per share $ (0.16 ) $ (0.30 ) $ (0.32 ) $ (0.55 ) Diluted net loss per share $ (0.16 ) $ (0.30 ) $ (0.32 ) $ (0.55 ) Since the Company was in a net loss position for all periods presented, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: June 30, 2021 2020 Outstanding convertible Series H preferred stock - 8,814,825 Outstanding common warrants 12,849,992 851,627 Outstanding options to purchase common stock 1,453,155 7,851,179 Unvested Sponsor Earnout Shares 1,875,000 - Unvested RSUs 4,418,904 - Unvested PSUs 1,549,756 - Unvested common stock – business combination – Note 4 175,353 - Total anti-dilutive common equivalent shares 22,322,160 17,517,631 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Commitments The Company leases four separate facilities under non-cancelable operating agreements expiring on December 31, 2021, October 31, 2022, December 31, 2022, and June 30, 2024, respectively. Rent expense is recognized on the straight-line method over the life of the lease and was approximately $0.3 million for the six months ended June 30, 2021 and 2020, respectively. Rent expense is included in selling, general and administrative expenses on the statements of operations. The Company also leased telemedicine and office equipment under various non-cancelable operating leases through February 2021. Rent expense under these leases was less than $0.1 million for the six months ended June 30, 2021 and 2020, respectively, and included in cost of revenues on the statements of operations. There was no sublease income for the three and six months ended June 30, 2021 and 2020. There were no future minimum sublease payments to be received under non-cancelable subleases as of June 30, 2021. The following reflects the future minimum non-cancelable lease payments required under the above operating leases (in thousands): Years ending December 31, Amount 2021 $ 432 2022 385 2023 and thereafter 335 Contingencies The Company is involved in litigation and legal matters which have arisen in the normal course of business, including but not limited to medical malpractice matters. Although the ultimate results of these matters are not currently determinable, management does not expect that they will have a material adverse effect on the Company’s consolidated statements of financial position, results of operations, or cash flows. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 17. INCOME TAXES Income tax expense during interim periods is based on the Company’s estimated annual effective income tax rate plus any discrete items that are recorded in the period in which they occur. The Company’s tax rate is affected by discrete items that may occur in any given year, but may not be consistent from year to year. The Company’s effective tax rate was 1.16% for the six months ended June 30, 2021. The Company’s effective tax rate was (0.02%) for the six months ended June 30, 2020. The income tax benefit (expense) for the six months ended June 30, 2021 is attributable to U.S. state income tax and discrete release of valuation allowance associated with the Acquisition. The income tax expense for the three months ended June 30, 2021 is attributable to U.S. state income tax. The realizability of the deferred tax assets, generated primarily from net operating loss carryforwards, is dependent upon future taxable income generated during the periods in which net operating loss carryforwards are available. Management considers projected future taxable income and tax planning strategies, which can be implemented by the Company in making this assessment. Since the history of cumulative losses provides strong evidence that it is unlikely that future taxable income will be generated in the periods net operating losses are available, management has established a valuation allowance equal to the net deferred tax assets. There are no unrecognized income tax benefits for the six-month periods ended June 30, 2021 and 2020 and the Company does not anticipate any material changes in its unrecognized tax benefits in the next twelve months. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 18. RELATED-PARTY TRANSACTIONS As discussed in Note 10, Debt, in order to consummate the Acquisition and support the combined business thereafter, SOC Telemed entered into a related-party Subordinated Note with a significant stockholder, SOC Holdings, an affiliate of Warburg Pincus, for $13.5 million. On June 4, 2021, the Subordinated Note was extinguished in connection with the issuance of Class A Common Stock. Refer to Notes 10, Debt, and 13, Stockholders’ Equity, for further discussion. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS The Company evaluated its financial statements for subsequent events through August 12, 2021, the date the financial statements were available to be issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of SOC Telemed, Inc. and its Subsidiaries and Affiliates and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial data and the other financial information disclosed in these notes to the condensed financial statements related to the three and six-month periods are also unaudited. The results of operations for the three months and six months ended June 30, 2021, are not necessarily indicative of the results of operations to be anticipated for any other future annual or interim period. The consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020, which are included in the Company’s Annual Report on Form 10-K filed with SEC on March 30, 2021 (the “Annual Report”). As of June 30, 2021, and December 31, 2020, SOC Telemed, Inc. or its subsidiaries are party to administrative support services agreements, management services agreements or similar arrangements (collectively, “Administrative Agreements”) in California, Georgia, Kansas (in 2021, only), New Jersey, and Texas by and among it or its subsidiaries and the professional corporations pursuant to which each professional corporation provides services to SOC Telemed’s customers. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. As discussed in Note 5, Variable Interest Entities, SOC Telemed, Inc. holds a variable interest in the professional corporations and, accordingly, the professional corporations are considered variable interest entities (“VIE” or “VIEs”) which are denominated Affiliates for consolidation purposes. The Company also consolidates its wholly owned subsidiaries (NeuroCall, JSA, Access Physicians and Tele-Physicians Practice Maryland) as discussed in Note 5, Variable Interest Entities. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions are eliminated upon consolidation. |
COVID – 19 Outbreak | COVID – 19 Outbreak The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impacts. While not currently known, the full year impact of COVID-19 could have a material impact on the operations of the Company’s business. For the three and six months ended June 30, 2021, the Company’s variable revenues, excluding the consolidated revenues of Access Physicians, increased relative to the same periods in 2020 as a result of the higher volume of consultations due to recovery from the COVID-19 pandemic with corresponding impacts on our cost of sales due to increased demand for consultations. For more details, see Going Concern Consideration below. The Company continues to closely monitor the current macro environment related to monetary and fiscal policies, as well as pandemics or epidemics, such as the recent COVID-19 outbreak. |
Going Concern Consideration | Going Concern Consideration Under Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. As of June 30, 2021, the Company has experienced negative cash flows and losses from operations each period since inception and has an accumulated deficit of $263.3 million. The Company incurred net losses of $14.5 million and $8.2 million for the three months ended June 30, 2021 and 2020 respectively and $27.1 million and $15.4 million for the six months ended June 30, 2021 and 2020, respectively. The cash outflows from operations were $18.0 million and $7.1 million for the six months ended June 30, 2021 and 2020, respectively. In March 2020, the World Health Organization declared the 2019 novel coronavirus, or COVID-19, a global pandemic. The Company experienced a reduction in service utilization in and around the same time and consequently experienced a decrease in revenue and margin. The Company immediately responded by adjusting variable costs, including physician fees, travel expenses, and other discretionary spending to preserve margins which included real time assessment of physician coverage needs to appropriately align with changes in utilization experienced as a result of the COVID-19 pandemic. In the second quarter of 2021 the service utilization has recovered to pre COVID-19 levels however the Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of the business and continuously modifying operational protocols, cost structure, and discretionary spending to evolving business conditions. Notwithstanding these efforts, the Company expects that its operating losses and negative cash flows will continue for the foreseeable future. The Company expects that its cash and cash equivalents of $50.0 million as of June 30, 2021 will be sufficient to fund its operating expenses, capital expenditure requirements and debt service obligations for at least the next 12 months from the issuance of these financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. The Company has historically funded its operations through the issuance of preferred stock and long-term debt. Until such time, if ever, as the Company can generate substantial revenues and positive operating cash flows, the Company will likely finance its cash needs through a combination of public or private equity offerings or debt financings. The Company may not be able to obtain funding on acceptable terms, or at all. If the Company is unable to raise additional funds as and when needed, it would have a negative impact on the Company’s financial condition, which may require the Company to delay, reduce or eliminate certain activities and reduce or eliminate discretionary operating expenses, which could constrain the Company’s ability to pursue its business strategies. |
Concentration of credit risk | Concentration of credit risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. For the three and six months ended June 30, 2021 and 2020 no customer accounts for more than 10% of the Company’s total revenues and accounts receivable. |
Business Combinations | Business Combinations The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The Company allocates the fair value of purchase consideration to the assets acquired and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the value of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the fair value of acquired intangible assets. The Company may adjust the preliminary purchase price allocation, as necessary, for up to one year after the acquisition closing date if it obtains more information regarding asset valuations and liabilities assumed. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. |
Inventory | Inventory Inventoried materials primarily consist of telemedicine equipment, which are substantially finished goods. The Company reports inventory at the lower of average cost and net realizable value. Net realizable value is based on the selling price. Inventories are assessed on a periodic basis for potential obsolete and slow-moving inventory with write-downs being recorded when identified. Write-downs are measured as the difference between cost of the inventory and net realizable value based upon assumptions about future demand and charged to cost of revenue in the consolidated statement of operations. At the point of the loss recognition, a new lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Intangibles Assets | Intangibles Assets All intangible assets were acquired in connection with the acquisitions of NeuroCall Holdings, LLC and its subsidiaries (“NeuroCall”) on January 31, 2017, JSA Health Corporation (“JSA Health” or “JSA”) on August 14, 2018, and Access Physicians and its subsidiaries (“Access Physicians”) on March 26, 2021 and are amortized over their estimated useful lives based on the pattern of economic benefit derived from each asset. Intangible assets resulting from these acquisitions include hospital contracts relationships, non-compete agreements and trade names. Hospital contracts relationships are amortized over a period of 6 to 17 years using a straight-line method. Non-compete agreements are amortized over a period of 4 to 5 years using the straight-line method. The trade names represented by NeuroCall, JSA Health and Access Physicians are amortized over a period of 2 to 5 years using the straight-line method. |
Impairment of Goodwill | Impairment of Goodwill Goodwill is tested for impairment on an annual basis as of December 31 or between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company operates as one operating segment, which the Company has determined to be one reporting unit for the purposes of impairment testing. The Company compares the estimated fair value of a reporting unit to its book value, including goodwill. If the fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The fair value of the reporting unit is determined using various techniques, including market cap determined from the public stock price, multiple of earnings and discounted cash flow valuation methodologies. Determining the fair value of the reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include changes in revenue and operating margins used to project future cash flows, discount rates, valuation multiples of entities engaged in the same or similar lines of business, and future economic and market conditions. No impairments were recorded during the three and six months ended June 30, 2021 and 2020. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company determines whether long-lived assets are to be held for use or disposal. The Company monitors its long-lived assets for events or changes in circumstances that indicate that their carrying values may not be recoverable. Upon indication of possible impairment of long-lived assets held for use, the Company evaluates the recoverability of such assets by measuring the carrying amount of the long-lived asset group against the related estimated undiscounted future cash flows of the long-lived asset group. When an evaluation indicates that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the asset is adjusted to its estimated fair value. No impairments were recorded during the three and six months ended June 30, 2021 and 2020. |
Long-Term Debt | Long-Term Debt In March 2021, the Company entered into a term loan facility and a related-party subordinated promissory note. The Company capitalizes costs related to the issuance of debt under the provisions of ASC Subtopic 835-30, Interest – Imputation of Interest . |
Revenue Recognition | Revenue Recognition The Company recognizes revenue using a five-step model: 1) Identify the contract(s) with a customer; 2) Identify the performance obligation(s) in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) it satisfies a performance obligation. The Company enters into service contracts with hospitals or hospital systems, physician practice groups, and other users. Under the contracts, the customers pay a fixed monthly fee for physician consultation services. The fixed monthly fee provides for a predetermined number of monthly consultations. Should the number of consultations exceed the contracted amount, the customers also pay a variable consultation fee for the additional service. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment, which can be provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services. Prior to the start of a contract, customers generally make upfront nonrefundable payments to the Company when contracting for Company training, maintenance, equipment and implementation services. Our customer contracts typically range in length from 1 to 3 years, with an automatic renewal process. We typically invoice our customers for the monthly fixed fee in advance. Our contracts typically contain cancellation clauses with advance notice, therefore, we do not believe that we have any material outstanding commitment for future revenues beyond one year from the end of a reporting period. Revenues are recognized when the Company satisfies its performance obligation to provide on-demand telemedicine consultation services. The consultations covered by the fixed monthly fee and obligation to provide on-demand consultations represented 66% and 73% of revenues for the three months ended June 30, 2021 and 2020, respectively, and 64% and 68% of revenues for the six months ended June 30, 2021 and 2020, respectively. Consultations that incur a variable fee due to the monthly quantity exceeding the number of consultations in the contract represented 29% and 25% of revenues for the three months ended June 30, 2021 and 2020, respectively, and 28% and 30% of revenues for the six months ended June 30, 2021 and 2020, respectively. Upfront nonrefundable fees do not result in the transfer of a promised goods or service to the customer, therefore, the Company defers this revenue and recognizes it over the average customer life of 48 months. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees and maintenance fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue. The Company recognized $0.2 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $0.5 million and $0.6 million for the six months ended June 30, 2021 and 2020, respectively, of revenue into the income statement that had previously been deferred and recorded on the balance as a deferred revenue liability. Telemedicine Carts (Access Physicians) Customers who enter into telemedicine physician service contracts with Access Physicians are sold a telemedicine cart with a computer and camera in order to facilitate meetings between patients, on-site health professionals, and remote physicians. Satisfaction of this performance obligation occurs upon delivery to the customer when control is transferred. Access Physicians then recognizes the cart revenue at a point in time, upon delivery. The Company has assurance-type warranties that do not result in separate performance obligations. Revenue relating to telemedicine carts is included within telemedicine revenues on the consolidated statements of operations. |
Use of estimates and judgements | Use of estimates and judgements The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its unaudited condensed consolidated financial statements and the accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions. Significant estimates and assumptions are included within, but not limited to: (1) revenue recognition, including the determination of the customer relationship period, (2) accounts receivable and allowance for doubtful accounts, (3) long-lived asset recoverability, (4) useful lives of long-lived and intangible assets, (5) stock-based compensation, option and warrant liabilities, (6) fair value of identifiable purchased tangible and intangible assets in a business combination, (7) market cap determined from the public stock price for goodwill impairment testing, (8) fair value measurements, and (9) the provision for income taxes and related deferred tax accounts. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates, and any such differences may be material to the Company’s unaudited condensed consolidated financial statements. The Company is unable to predict the full impact that COVID-19 will have on its financial position, operating results and cash flows due to numerous uncertainties. The extent to which COVID-19 impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain the virus or treat its impact, among others. The Company’s unaudited condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the unaudited condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Actual results may differ significantly from these estimates and assumptions. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed in the section below to reflect this election. The Company is also a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Class A common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) annual revenues exceeded $100 million during such completed fiscal year and the market value of the Class A common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make the comparison of its financial statements with other public companies difficult or impossible. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting pronouncements issued and adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (“Topic 820”), which modifies, removes and adds certain disclosure requirements on fair value measurements. The new guidance was required for the Company for the annual reporting period beginning January 1, 2020 and interim periods within that fiscal year. The Company adopted this guidance starting from January 1, 2020, however, there was no material impact resulting from the adoption of this pronouncement. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Subsequent to the issuance of ASU 2014-09, the FASB also issued several updates related to ASU 2014-09 including deferring its adoption date. As per the latest ASU 2020-05, issued by the FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. The revised guidance is required to be applied retrospectively to each prior reporting period presented or modified retrospectively applied with the cumulative effect of initially applying it recognized at the date of initial application. The Company adopted this standard on January 1, 2020 utilizing the modified retrospective approach. The Company underwent a process of identifying the various types of revenue streams, performed an evaluation of the components of the associated contractual arrangements and determined that the adoption of the new standard did not have a material impact on the consolidated financial statements. Accounting pronouncements issued but not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference to LIBOR or another reference rate expected to be discontinued by reference rate reform. The Company will be adopting this guidance for the annual reporting period ending December 31, 2022. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. The Company will be adopting this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023. This will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption. The Company is in the process of evaluating the impact that the pronouncement will have on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (“Topic 326”) Measurement of Credit Losses on Financial Instruments . In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim periods beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on the consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair value consideration transferred | Fair value of consideration transferred Cash $ 91,571 Common stock 91,694 Holdback cash consideration 1,000 Contingent consideration 3,265 Net working capital adjustment (218 ) Total $ 187,312 |
Schedule of recognized amounts of identifiable assets acquired and liabilities assumed | Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 1,601 Accounts receivable 5,602 Inventories 1,382 Prepaid expenses and other current assets 636 Property and equipment 250 Capitalized software costs 871 Intangible assets 41,740 Deposits and other assets 285 Accounts payable (2,831 ) Accrued expenses (1,247 ) Deferred tax liability (343 ) Identifiable assets acquired and liabilities assumed, net $ 47,946 Goodwill $ 139,366 |
Schedule of identified intangible assets acquired | Intangible assets acquired Fair value Valuation Technique Trade name $ 1,213 Relief from royalty method Hospital contracts relationships $ 40,095 Multi-period excess earnings method Non-compete agreements $ 432 With and without method |
Schedule of acquired business contributed revenues | Pro forma Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues $ 24,960 $ 19,318 $ 47,740 $ 39,865 Net loss (17,493 ) (15,417 ) (27,881 ) (29,764 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements as of Carrying Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 50,005 $ 50,005 - - $ 50,005 Total $ 50,005 $ 50,005 - - $ 50,005 Liabilities Contingent shares issuance liabilities $ 6,806 $ - $ - $ 6,806 $ 6,806 Contingent consideration 318 - - 318 318 Total $ 7,124 $ - $ - $ 7,124 $ 7,124 Fair Value Measurements as of Carrying Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 38,754 $ 38,754 - - $ 38,754 Total $ 38,754 $ 38,754 - - $ 38,754 Liabilities Contingent shares issuance liabilities $ 12,450 $ - $ - $ 12,450 $ 12,450 Total $ 12,450 $ - $ - $ 12,450 $ 12,450 |
Schedule of reconciliation of contingent shares issuance liabilities fair value measurements using the significant unobservable inputs | Contingent Balance as of December 31, 2020 $ 12,450 (Gain) recognized in statements of operations (5,644 ) Balance as of June 30, 2021 $ 6,806 |
Schedule of reconciliation of contingent consideration fair value measurements using the significant unobservable inputs | Contingent Balance as of December 31, 2020 $ - Contingent consideration liability recorded in the opening balance sheet 3,265 Change in fair value of contingent consideration recognized in statements of operations (2,947 ) Balance as of June 30, 2021 $ 318 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | June 30, December 31, Prepaid expenses $ 3,141 $ 1,578 Prepaid replacement awards – Note 4 1,220 - Short term deposits 34 2 Other current assets 602 29 $ 4,997 $ 1,609 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30, 2021 Useful Life Gross Value Accumulated Net Weighted Hospital contracts relationships 6 to 17 years $ 48,575 $ (4,218 ) $ 44,357 15.6 Non-compete agreements 4 to 5 years 477 (57 ) 420 4.7 Trade names 2 to 5 years 3,023 (1,596 ) 1,427 1.5 Intangible assets, net $ 52,075 $ (5,871 ) $ 46,204 15.0 December 31, 2020 Useful Life Gross Value Accumulated Net Weighted Hospital contracts relationships 6 to 10 years $ 8,480 $ (3,085 ) $ 5,395 6.5 Non-compete agreements 4 to 5 years 45 (32 ) 13 2.0 Trade names 4 to 5 years 1,810 (1,230 ) 580 1.4 Intangible assets, net $ 10,335 $ (4,347 ) $ 5,988 5.8 |
Schedule of amortization expense remaining life of intangible assets | Years ending December 31, Amortization 2021 (remaining 6 months) $ 2,243 2022 4,246 2023 3,217 2024 3,035 Thereafter 33,463 $ 46,204 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | June 30, December 31, Beginning balance $ 16,281 $ 16,281 Business combinations - Note 4 139,366 - Balance at $ 155,647 $ 16,281 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt (Tables) [Line Items] | |
Schedule of required payments of principal under the term loan facility | Years ending December 31, Amount Remainder of 2021 $ - 2022 - 2023 - 2024 25,000 2025 and thereafter 53,713 |
Schedule of interest at a rate per annum | From March 26, 2021 through September 30, 2021 7.47 % From and after September 30, 2021 through September 30, 2022 10.87 % From and after September 30, 2022 through September 30, 2023 12.87 % From and after September 30, 2023 through September 30, 2024 14.87 % From and after September 30, 2024 through September 30, 2025 16.87 % From and after September 30, 2025 through the Maturity Date. 18.87 % |
Solar Term Loan Facility [Member] | |
Debt (Tables) [Line Items] | |
Schedule of outstanding debt | June 30, December 31, Term loan facility, effective interest rate 9.35%, due 2026 $ 78,713 $ - Less: Unamortized discounts, fees and issue costs (5,150 ) - Balance at $ 73,563 $ - |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | June 30, December 31, Current liabilities Accrued compensation $ 4,746 $ 3,210 Accrued bonuses 1,476 2,647 Accrued professional and service fees 1,432 1,626 Accrued Access Physicians - “Holdback cash consideration” – Note 4 1,000 - Accrued other expenses 2,567 810 $ 11,221 $ 8,293 |
Contingent Shares Issuance Li_2
Contingent Shares Issuance Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Contingent Shares Issuance Liabilities Disclosure [Abstract] | |
Schedule of contingent shares issuance liabilities | June 30, December 31, Contingent sponsor earnout shares 6,297 11,364 Private placement warrants 509 1,086 Balance as at $ 6,806 $ 12,450 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stock-Based Compensation (Tables) [Line Items] | |
Schedule of fair value of each grant estimated on grant date | 2021 (1) 2020 (2) Weighted-average volatility - 80.0 % Expected dividends - 0.0 % Expected term (in years) - 1 - 5 Risk-free interest rate - 0.15% - 0.40% (1) No new grants issued for the period ended June 30, 2021. (2) No new grants issued for the year ended December 31, 2020. These assumptions relate to option modifications in 2020. |
Schedule of activity of RSUs | Number of Weighted- Outstanding RSUs at December 31, 2019 - - Granted 1,342,570 $ 9.95 Vested (1,061,320 ) (10.06 ) Forfeited - - Outstanding RSUs at December 31, 2020 281,250 $ 7.13 Granted 3,848,217 7.65 Vested (33,174 ) 7.43 Forfeited (122,292 ) 7.43 Outstanding RSUs at June 30, 2021 3,974,001 $ 7.66 |
Schedule of activity of PSUs | Number of Weighted- Outstanding PSUs at December 31, 2020 - - Granted 1,608,868 $ 5.20 Vested - - Forfeited (59,112 ) 4.43 Outstanding PSUs at June 30, 2021 1,549,756 $ 5.23 |
Schedule of stock option activity | Shares Weighted- Weighted- Outstanding stock options at December 31, 2019 8,264,941 $ 3.09 6.15 Granted - - Exercised (5,546,222 ) 3.13 Forfeited or expired (1,175,557 ) 3.18 Outstanding stock options at December 31, 2020 1,543,162 $ 3.05 7.09 Granted - Exercised (17,375 ) 4.27 Forfeited or expired (72,632 ) 3.51 Outstanding stock options at June 30, 2021 1,453,155 $ 2.98 6.56 |
Performance Shares [Member] | |
Stock-Based Compensation (Tables) [Line Items] | |
Schedule of fair value of each grant estimated on grant date | Six Months Ended 2021 2020 (1) Current Stock Price $ 7.43 – 7.52 - Expected volatility 55.0% - 65.0% - Expected term (in years) 3.5 - Risk-free interest rate 0.24% - 0.33% - (1) No PSUs were issued for the six-month period ended June 30, 2020. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (14,458 ) $ (8,163 ) $ (27,053 ) $ (15,380 ) Preferred stock dividends - (2,023 ) - (3,518 ) Numerator for Basic and Dilutive EPS –Loss available to common stockholders $ (14,458 ) $ (10,186 ) $ (27,053 ) $ (18,898 ) Denominator: Common stock 89,697,396 34,050,607 83,744,959 34,050,607 Series I and Series J Common Warrants - 294,590 - 294,590 Denominator for Basic and Dilutive EPS – Weighted-average common stock outstanding 89,697,396 34,345,197 83,744,959 34,345,197 Basic net loss per share $ (0.16 ) $ (0.30 ) $ (0.32 ) $ (0.55 ) Diluted net loss per share $ (0.16 ) $ (0.30 ) $ (0.32 ) $ (0.55 ) |
Schedule of anti-dilutive common equivalent shares | June 30, 2021 2020 Outstanding convertible Series H preferred stock - 8,814,825 Outstanding common warrants 12,849,992 851,627 Outstanding options to purchase common stock 1,453,155 7,851,179 Unvested Sponsor Earnout Shares 1,875,000 - Unvested RSUs 4,418,904 - Unvested PSUs 1,549,756 - Unvested common stock – business combination – Note 4 175,353 - Total anti-dilutive common equivalent shares 22,322,160 17,517,631 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum non-cancelable lease payments | Years ending December 31, Amount 2021 $ 432 2022 385 2023 and thereafter 335 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Accumulated deficit | $ (263,272) | $ (263,272) | $ (236,219) | |||
Net losses | 14,500 | $ 8,200 | (27,100) | $ (15,400) | ||
Cash outflows from operations | 18,000 | 7,100 | ||||
Cash and cash equivalents | $ 50,005 | $ 5,057 | $ 50,005 | $ 5,057 | $ 38,754 | $ 4,541 |
Accounts receivables, percentage | 10.00% | |||||
Consultations represented, percentage | 66.00% | 73.00% | 64.00% | 68.00% | ||
Variable consultations represented revenue | 29.00% | 25.00% | 28.00% | 30.00% | ||
Recognize revenue | $ 200 | $ 300 | $ 500 | $ 600 | ||
Hospital contracts relationships [Member] | Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Amortized period using straight-line method | 6 years | 6 years | ||||
Hospital contracts relationships [Member] | Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Amortized period using straight-line method | 17 years | 17 years | ||||
NeuroCall, JSA Health and Access Physicians [Member] | Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Amortized period using straight-line method | 2 years | 2 years | ||||
NeuroCall, JSA Health and Access Physicians [Member] | Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Amortized period using straight-line method | 5 years | 5 years |
Business Combinations (Details)
Business Combinations (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 30, 2020 | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Mar. 26, 2021USD ($)$ / sharesshares | |
Business Combinations (Details) [Line Items] | |||||
Total purchase price | $ 187,300 | ||||
Cash comprised | $ 91,600 | 91,600 | |||
Working capital adjustment | $ 200 | $ 200 | |||
Aggregate shares (in Shares) | shares | 175,353 | ||||
Reserved shares (in Shares) | shares | 175,353 | 175,353 | |||
Resale of shares (in Shares) | shares | 13,753,387 | ||||
Acquisition of access physicians description | As a result of the Acquisition, SOC issued 219,191 shares of replacement awards (“replacement awards”) in connection with unvested Access Physician equity units of which 43,838 vested immediately on the transaction date and 175,353 vest over twelve months from the date of acquisition. | ||||
Prepaid expense | $ 2,000 | $ 2,000 | |||
Net prepaid balance | 1,200 | $ 1,200 | |||
Earnout covenant period, description | Access Physicians based on the future revenue and gross margin of the acquired business, in each case as calculated in accordance with the equity purchase agreement. In the event that revenue for calendar year 2021 (the “Earnout Covenant Period”) is equal to or greater than $40.0 million and gross margin over the same period is equal to or exceeds 39.0%, then SOC will make an additional cash payment to the sellers of $20.0 million. The Earnout is payable no later than in the second quarter of 2022. As of June 30, 2021, the range of the undiscounted amounts SOC estimates that could be paid under this contingent consideration agreement is either zero or $20.0 million. The fair value of the Earnout recognized on the acquisition date of $3.3 million was estimated through application of a Monte Carlo simulation in an option pricing framework. | ||||
Deferred payment, description. | The Deferred Payment will only become payable if a certain number of specified Access Physicians executives remain employed by SOC through the second anniversary of the closing (the “Deferred Payment Period”). The amount (if any) of the Deferred Payment that can become payable by SOC to the sellers of Access Physicians is based on the 2021 calendar year revenue and gross margin of the acquired business, calculated in accordance with the Earnout described above. If revenue is less than $40.0 million or if gross margin is less than 39.0%, then no Deferred Payment will become payable. If revenue is equal to or greater than $40.0 million and less than $44.0 million and gross margin is equal to or greater than 39.0%, then the Deferred Payment will be an amount equal to 5 multiplied by revenue in excess of $40.0 million and will range between $0 and $20.0 million. If revenue is equal to or greater than $44.0 million and gross margin is equal to or greater than 39.0% and less than 41.0%, then the Deferred Payment will be $20.0 million. If revenue is equal to or greater than $46.0 million and gross margin is equal to greater than 41.0%, then the $20.0 million Deferred Payment will be increased by an amount equal to 5 multiplied by revenue in excess of $46.0 million (with no cap applied). The Deferred Payment is payable no later than in the second quarter of 2023. The Deferred Payment will be recognized over the Deferred Payment Period as compensation expense within operating expenses on the consolidated statements of operations when the Company determines it is probable to be paid. | ||||
Transaction cost description | Transaction costs for the acquisition approximated $3.3 million (less than $0.1 million incurred in December 2020 and $3.2 million incurred in from January to March 2021) and were expensed as incurred and included within selling, general and administrative expenses on the consolidated statements of operations. | ||||
Goodwill recognised percentage | 92.03% | ||||
Net loss | $ 2,000 | $ (27,881) | $ (29,764) | ||
Healthcare Merger Corp [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Exchange ratio in merger agreement | 0.4047 | ||||
Aggregate consideration | $ 720,600 | ||||
Common stock shares (in Shares) | shares | 1,875,000 | 1,875,000 | |||
Business Combinations [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Business acquisition, percentage | 100.00% | 100.00% | |||
Revenues | $ 8,800 | ||||
Maximum [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Unvested replacement awards | $ 3,600 | ||||
Fair value of contingent consideration | 3,000 | ||||
Minimum [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Unvested replacement awards | 800 | ||||
Fair value of contingent consideration | 300 | ||||
Class A Common Stock [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Common stock shares (in Shares) | shares | 13,928,740 | ||||
Cash comprised | 91,700 | 91,700 | |||
Working capital adjustment | $ 1,000 | 1,000 | |||
Contingent consideration | $ 3,300 | ||||
Total fair value | $ 91,700 | ||||
Closing price of stock (in Dollars per share) | $ / shares | $ 6.66 | ||||
Aggregate shares (in Shares) | shares | 13,753,387 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value consideration transferred $ in Thousands | Jun. 30, 2021USD ($) |
Schedule of fair value consideration transferred [Abstract] | |
Cash | $ 91,571 |
Common stock | 91,694 |
Holdback cash consideration | 1,000 |
Contingent consideration | 3,265 |
Net working capital adjustment | (218) |
Total | $ 187,312 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of recognized amounts of identifiable assets acquired and liabilities assumed - Parent [Member] $ in Thousands | Jun. 30, 2021USD ($) |
Business Combinations (Details) - Schedule of recognized amounts of identifiable assets acquired and liabilities assumed [Line Items] | |
Cash and cash equivalents | $ 1,601 |
Accounts receivable | 5,602 |
Inventories | 1,382 |
Prepaid expenses and other current assets | 636 |
Property and equipment | 250 |
Capitalized software costs | 871 |
Intangible assets | 41,740 |
Deposits and other assets | 285 |
Accounts payable | (2,831) |
Accrued expenses | (1,247) |
Deferred tax liability | (343) |
Identifiable assets acquired and liabilities assumed, net | 47,946 |
Goodwill | $ 139,366 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of identified intangible assets acquired $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Noncompete Agreements [Member] | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets acquired | Non-compete agreements |
Fair value | $ 432 |
Valuation Technique | With and without method |
Trade Names [Member] | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets acquired | Trade name |
Fair value | $ 1,213 |
Valuation Technique | Relief from royalty method |
Hospital contracts relationships [Member] | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets acquired | Hospital contracts relationships |
Fair value | $ 40,095 |
Valuation Technique | Multi-period excess earnings method |
Business Combinations (Detail_5
Business Combinations (Details) - Schedule of acquired business contributed revenues - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Combinations (Details) - Schedule of acquired business contributed revenues [Line Items] | |||||
Revenues | $ 47,740 | $ 39,865 | |||
Net loss | $ 2,000 | $ (27,881) | $ (29,764) | ||
Pro Forma [Member] | |||||
Business Combinations (Details) - Schedule of acquired business contributed revenues [Line Items] | |||||
Revenues | $ 24,960 | $ 19,318 | |||
Net loss | $ (17,493) | $ (15,417) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Gain on contingent share issuance liabilities | $ 2,100,000 | $ 0 | $ 5,600,000 | $ 0 |
Fair value of the contingent consideration | 3,300,000 | 3,300,000 | ||
Fair value of the earnout | $ 300,000 | 300,000 | ||
Change in fair value of the contingent consideration | $ 3,000,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 50,005 | $ 38,754 |
Total | 50,005 | 38,754 |
Liabilities | ||
Contingent shares issuance liabilities | 6,806 | 12,450 |
Contingent consideration | 318 | |
Total | 7,124 | 12,450 |
Carrying Value [Member] | ||
Assets | ||
Cash and cash equivalents | 50,005 | 38,754 |
Total | 50,005 | 38,754 |
Liabilities | ||
Contingent shares issuance liabilities | 6,806 | 12,450 |
Contingent consideration | 318 | |
Total | 7,124 | 12,450 |
Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 50,005 | 38,754 |
Total | 50,005 | 38,754 |
Liabilities | ||
Contingent shares issuance liabilities | ||
Contingent consideration | ||
Total | ||
Level 2 [Member] | ||
Assets | ||
Cash and cash equivalents | ||
Total | ||
Liabilities | ||
Contingent shares issuance liabilities | ||
Contingent consideration | ||
Total | ||
Level 3 [Member] | ||
Assets | ||
Cash and cash equivalents | ||
Total | ||
Liabilities | ||
Contingent shares issuance liabilities | 6,806 | 12,450 |
Contingent consideration | 318 | |
Total | $ 7,124 | $ 12,450 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details) - Schedule of reconciliation of contingent shares issuance liabilities fair value measurements using the significant unobservable inputs $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of reconciliation of contingent shares issuance liabilities fair value measurements using the significant unobservable inputs [Abstract] | |
Balance | $ 12,450 |
(Gain) recognized in statements of operations | (5,644) |
Balance | $ 6,806 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details) - Schedule of reconciliation of contingent consideration fair value measurements using the significant unobservable inputs $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of reconciliation of contingent consideration fair value measurements using the significant unobservable inputs [Abstract] | |
Balance | |
Contingent consideration liability recorded in the opening balance sheet | 3,265 |
Change in fair value of contingent consideration recognized in statements of operations | (2,947) |
Balance | $ 318 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid expenses | $ 3,141 | $ 1,578 |
Prepaid replacement awards – Note 4 | 1,220 | |
Short term deposits | 34 | 2 |
Other current assets | 602 | 29 |
Total | $ 4,997 | $ 1,609 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 52,075 | $ 10,335 |
Accumulated Amortization | (5,871) | (4,347) |
Net Carrying Value | $ 46,204 | $ 5,988 |
Weighted Average Remaining Useful Life | 15 years | 5 years 9 months 18 days |
Hospital contracts relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 48,575 | $ 8,480 |
Accumulated Amortization | (4,218) | (3,085) |
Net Carrying Value | $ 44,357 | $ 5,395 |
Weighted Average Remaining Useful Life | 15 years 7 months 6 days | 6 years 6 months |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 477 | $ 45 |
Accumulated Amortization | (57) | (32) |
Net Carrying Value | $ 420 | $ 13 |
Weighted Average Remaining Useful Life | 4 years 8 months 12 days | 2 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 3,023 | $ 1,810 |
Accumulated Amortization | (1,596) | (1,230) |
Net Carrying Value | $ 1,427 | $ 580 |
Weighted Average Remaining Useful Life | 1 year 6 months | 1 year 4 months 24 days |
Minimum [Member] | Hospital contracts relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 6 years | 6 years |
Minimum [Member] | Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 4 years | 4 years |
Minimum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 2 years | 4 years |
Maximum [Member] | Hospital contracts relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 17 years | 10 years |
Maximum [Member] | Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | 5 years |
Maximum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | 5 years |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization expense remaining life of intangible assets $ in Thousands | Jun. 30, 2021USD ($) |
Schedule of amortization expense remaining life of intangible assets [Abstract] | |
2021 (remaining 6 months) | $ 2,243 |
2022 | 4,246 |
2023 | 3,217 |
2024 | 3,035 |
Thereafter | 33,463 |
Amortization Expense | $ 46,204 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of goodwill - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of goodwill [Abstract] | ||
Balance at beginning | $ 16,281 | $ 16,281 |
Business combinations - Note 4 | 139,366 | |
Balance at ending | $ 155,647 | $ 16,281 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 04, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt (Details) [Line Items] | |||||||
Loan facility amount | $ 13,500 | ||||||
Term loan agreement, description | (i) the maintenance of minimum liquidity level of at least $5.0 million at all times; and (ii) minimum net revenues measured quarterly on a trailing twelve-month basis of at least $81.8 million on March 31, 2022, $88.2 million on June 30, 2022, $94.5 million on September 30, 2022, $100.9 million on December 31, 2022, and then 60% of projected net revenues in accordance with an annual plan to be submitted to the lenders commencing on March 31, 2023, and thereafter. The term loan agreement contains affirmative covenants which include the delivery of monthly consolidated financial information no later than 30 days after the last day of each month, quarterly consolidated balance sheet, income statement and cash flow statement covering such fiscal quarter no later than 45 days after the last day of each quarter, audited consolidated financial statements no later than 90 days after the last day of fiscal year or within 5 days of filing of the same with the SEC. The term loan agreement also contains negative covenants which, in certain circumstances, would limit the Company’s ability to engage in mergers or acquisitions and dispose of any of its subsidiaries. The Company was in compliance with all financial and negative covenants at June 30, 2021. | ||||||
Interest at a rate per annum | 7.47% | 7.47% | |||||
Interest rate | 0.13% | ||||||
Interest expense | $ 1,600 | $ 1,700 | |||||
Effective interest rate | 9.35% | ||||||
Original issuance cost | 2,000 | $ 2,000 | |||||
Amortized amount | $ 300 | ||||||
Fees percentage | 4.95% | ||||||
Fees amount | $ 3,700 | ||||||
Amortized amount | 700 | ||||||
Term loan facility | $ 10,800 | ||||||
Principal amount | 10,000 | ||||||
Payoff fee | 500 | ||||||
Accrued interest | 300 | ||||||
Amortization of debt issuance costs | 700 | ||||||
Amortization of prepayment premium | $ 300 | ||||||
Amount of fair value | 76,400 | 76,400 | |||||
Paid in kind interest | 203 | $ 1,527 | |||||
Aggregate proceeds | 11,500 | ||||||
Repayment excess amount | 10,000 | ||||||
Debt issuance costs | 2,000 | ||||||
Loan origination costs | 100 | 100 | |||||
Interest expense | 200 | 200 | |||||
Warburg Pincus [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Loan facility amount | 100,000 | ||||||
SLR Investment Corp [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Term loan agreement, description | the Company entered into a term loan agreement with Solar acting as a collateral agent on behalf of the individual lenders that committed to provide a senior secured term loan facility of up to $100.0 million. Under the term loan facility, $85.0 million was immediately available and borrowed on March 26, 2021 in two tranches consisting of $75.0 million (“Term A1 Loan”) and $10.0 million (“Term A2 Loan”). The remaining $15.0 million will be made available subject to the terms and conditions of the term loan agreement in two tranches as follows: (i) $2.5 million ($12.5 million if the Term A2 Loan is repaid earlier) to be drawn by June 20, 2022 (“Term B Loan”) subject to no event of default as defined in the term loan agreement and the Company achieving the net revenue milestone of at least $55.0 million on a trailing six-month basis by June 20, 2022; and (ii) $12.5 million to be drawn by December 20, 2022 (“Term C Loan”) subject to no event of default as defined in the term loan agreement and the Company achieving the net revenue milestone of at least $65.0 million on a trailing six-month basis by December 20, 2022 | ||||||
Term D Loan [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Loan facility amount | 25,000 | 25,000 | |||||
CRG Servicing LLC [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest expense | $ 300 | $ 100 | $ 600 | 100 | |||
Paid in kind interest | 700 | ||||||
Principal loan amount | $ 13,500 | ||||||
CRG loan [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest expense | 2,400 | 4,900 | |||||
Cash interest | $ 1,700 | 3,400 | |||||
Paid in kind interest | $ 1,500 |
Debt (Details) - Schedule of ou
Debt (Details) - Schedule of outstanding debt - Solar Term Loan Facility [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of outstanding debt [Line Items] | ||
Term loan facility, effective interest rate 9.35%, due 2026 | $ 78,713 | |
Less: Unamortized discounts, fees and issue costs | (5,150) | |
Balance at | $ 73,563 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of outstanding debt (Parentheticals) | Jun. 30, 2021 |
Solar Term Loan Facility [Member] | |
Debt (Details) - Schedule of outstanding debt (Parentheticals) [Line Items] | |
Effective rate | 9.35% |
Debt (Details) - Schedule of re
Debt (Details) - Schedule of required payments of principal under the term loan facility $ in Thousands | Jun. 30, 2021USD ($) |
Schedule of required payments of principal under the term loan facility [Abstract] | |
Remainder of 2021 | |
2022 | |
2023 | |
2024 | 25,000 |
2025 and thereafter | $ 53,713 |
Debt (Details) - Schedule of in
Debt (Details) - Schedule of interest at a rate per annum | Jun. 30, 2021 |
From March 26, 2021 through September 30, 2021 [Member] | |
Debt (Details) - Schedule of interest at a rate per annum [Line Items] | |
Applicable interest rate | 7.47% |
From and after September 30, 2021 through September 30, 2022 [Member] | |
Debt (Details) - Schedule of interest at a rate per annum [Line Items] | |
Applicable interest rate | 10.87% |
From and after September 30, 2022 through September 30, 2023 [Member] | |
Debt (Details) - Schedule of interest at a rate per annum [Line Items] | |
Applicable interest rate | 12.87% |
From and after September 30, 2023 through September 30, 2024 [Member] | |
Debt (Details) - Schedule of interest at a rate per annum [Line Items] | |
Applicable interest rate | 14.87% |
From and after September 30, 2024 through September 30, 2025 [Member] | |
Debt (Details) - Schedule of interest at a rate per annum [Line Items] | |
Applicable interest rate | 16.87% |
From and after September 30, 2025 through the Maturity Date [Member] | |
Debt (Details) - Schedule of interest at a rate per annum [Line Items] | |
Applicable interest rate | 18.87% |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current liabilities | ||
Accrued compensation | $ 4,746 | $ 3,210 |
Accrued bonuses | 1,476 | 2,647 |
Accrued professional and service fees | 1,432 | 1,626 |
Accrued Access Physicians - “Holdback cash consideration” – Note 4 | 1,000 | |
Accrued other expenses | 2,567 | 810 |
Total current liabilities | $ 11,221 | $ 8,293 |
Contingent Shares Issuance Li_3
Contingent Shares Issuance Liabilities (Details) - Schedule of contingent shares issuance liabilities - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of contingent shares issuance liabilities [Abstract] | ||
Contingent sponsor earnout shares | $ 6,297 | $ 11,364 |
Private placement warrants | 509 | 1,086 |
Balance as at | $ 6,806 | $ 12,450 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Stockholders' Equity Note [Abstract] | |
Class A common stock at an offering price (in Shares) | shares | 9,200,000 |
Class A common stock at an offering price, per share (in Dollars per share) | $ / shares | $ 6 |
Purchase additional shares (in Shares) | shares | 1,200,000 |
Aggregate net proceeds | $ 51.5 |
Underwriting discounts and commissions | 3.2 |
Net offering expenses | $ 0.5 |
Description of credit facility | a portion of the proceeds were used to repay (i) $10.8 million of the term loan credit facility, including $10.0 million of principal, $0.5 million of payoff fee, and $0.3 million of related prepayment premiums and accrued interest, and (ii) $13.7 million to liquidate the Subordinated Note. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2019USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Feb. 15, 2021USD ($) | |
Stock-Based Compensation (Details) [Line Items] | |||||||
Exchange ratio | 0.4047 | ||||||
Employee stock purchase plan, description | The Company recognized $4.8 million, inclusive of $0.4 million of Access Physicians Replacement Awards as discussed in Note 4, Business Combinations, and in the section below, and $0.2 million in stock-based compensation expense for the three months ended June 30, 2021 and 2020, respectively, which is included in selling, general and administrative expenses on the consolidated statements of operations. | ||||||
Stock-based compensation expense | $ 7,400,000 | $ 400,000 | |||||
Option to purchase shares (in Shares) | shares | 922,221 | ||||||
Over weighted average period | 1 year 4 months 24 days | ||||||
Option expense | $ 42,000 | ||||||
weighted average period | 10 months 24 days | ||||||
Base full value award, percentage | 3.00% | ||||||
Deemed grant of PSU shares, percentage | 15.00% | ||||||
Award expense | 400,000 | $ 0 | $ 1,700,000 | 0 | |||
Expense for RSUs | 1,200,000 | 0 | $ 3,300,000 | 0 | |||
Granted shares (in Shares) | shares | |||||||
Expense for PSUs | 1,200,000 | 0 | |||||
Unrecognized compensation expense cost | 30,500,000 | $ 30,500,000 | |||||
Weighted-average vesting period | 2 years 8 months 12 days | ||||||
Option expenses | $ 100,000 | ||||||
Intrinsic value | $ 100,000 | 100,000 | |||||
Intrinsic value of outstanding option | 3,900,000 | $ 3,900,000 | $ 7,400,000 | ||||
Recognized as expense | 900,000 | ||||||
Compensation expense | $ 500,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Granted number of shares (in Shares) | shares | 4,787,245 | 4,787,245 | |||||
Granted shares (in Shares) | shares | 3,848,217 | ||||||
Performance Shares [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Granted number of shares (in Shares) | shares | 1,549,756 | 1,549,756 | |||||
Granted shares (in Shares) | shares | 1,608,868 | ||||||
Expense for PSUs | $ 2,400,000 | $ 0 | |||||
ESPP [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Stock-based compensation expense | $ 100,000 | ||||||
Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
weighted average period | 3 years | ||||||
Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
weighted average period | 5 years | ||||||
2014 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Equity incentive plan, description | The total number of shares of Class A common stock reserved for awards under the 2020 Plan initially equaled 11% of the fully diluted capitalization of the Company as of the closing of the Merger Transaction, or 9,707,040 shares of Class A common stock. | ||||||
Equity Incentive Plan One [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Equity incentive plan, description | (i) 5% of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of shares as determined by the Board. On January 1, 2021, an additional 3,838,275 shares were automatically made available for issuance under the 2020 Plan, which represented 5% of the number of shares of Class A common stock outstanding on December 31, 2020, resulting in a total of 13,545,315 shares reserved for awards under the 2020 Plan. | ||||||
Granted number of shares (in Shares) | shares | 7,208,314 | 7,208,314 | |||||
Employee Stock Purchase Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Employee stock purchase plan, description | Under the ESPP, eligible employees and eligible service providers of the Company or an affiliate will be granted rights to purchase shares of Class A common stock at a discount of 15% to the lesser of the fair value of the shares on the offering date and the applicable purchase date. The total number of shares of Class A common stock reserved for issuance under the ESPP initially equaled 2% of the fully diluted capitalization of the Company as of the closing of the Merger Transaction, or 1,764,916 shares. In accordance with the automatic share increase provision in the ESPP, the total number of shares of Class A common stock reserved for issuance will be automatically increased on the first day of each fiscal year, beginning with the 2021 fiscal year and ending on the first day of 2031 fiscal year, in an amount equal to lesser of (i) 1% of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase and (ii) such number of shares as determined by the Board. No shares were added on January 1, 2021. In March 2021, the Board approved of the amendment and restatement of the ESPP to, among other things, implement an additional limitation of 1,000,000 shares of Class A common stock to the ESPP’s automatic share increase provision. The amendment and restatement of the ESPP was approved at the Company’s annual meeting of stockholders held on June 3, 2021. | ||||||
Chief Executive Officer [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
weighted average period | 3 years 6 months | ||||||
Stock-based compensation liabilities | $ 5,900,000 | $ 5,900,000 | $ 4,200,000 | $ 1,700,000 | |||
Equity related expense | $ 11,400,000 | 11,400,000 | |||||
Grant date fair value | 2,700,000 | ||||||
Common Class A [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Option expense | $ 3,600,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | ||||
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date [Line Items] | |||||
Weighted-average volatility | [1] | 80.00% | [2] | ||
Expected dividends | [1] | 0.00% | [2] | ||
Expected term (in years) | [1] | ||||
Risk-free interest rate | [1] | ||||
Minimum [Member] | |||||
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date [Line Items] | |||||
Expected term (in years) | [2] | 1 year | |||
Risk-free interest rate | [2] | 0.15% | |||
Maximum [Member] | |||||
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date [Line Items] | |||||
Expected term (in years) | [2] | 5 years | |||
Risk-free interest rate | [2] | 0.40% | |||
[1] | No new grants issued for the period ended June 30, 2021. | ||||
[2] | No new grants issued for the year ended December 31, 2020. These assumptions relate to option modifications in 2020. |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of activity of RSUs - Restricted Stock Units (RSUs) [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of activity of RSUs [Line Items] | ||
Outstanding, Number of RSUs balance | ||
Outstanding, Weighted-Average Fair Value balance | ||
Granted, Number of RSUs | 3,848,217 | 1,342,570 |
Granted, Weighted-Average Fair Value | $ 7.65 | $ 9.95 |
Vested, Number of RSUs | (33,174) | (1,061,320) |
Vested, Weighted-Average Fair Value | $ 7.43 | $ (10.06) |
Forfeited, Number of RSUs | (122,292) | |
Forfeited, Weighted-Average Fair Value | $ 7.43 | |
Outstanding, Number of RSUs balance | 3,974,001 | 281,250 |
Outstanding, Weighted-Average Fair Value balance | $ 7.66 | $ 7.13 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of activity of PSUs | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Schedule of activity of PSUs [Abstract] | |
Outstanding PSUs, beginning balance, Number of PSUs | shares | |
Outstanding PSUs, beginning balance, Weighted-Average Fair Value | $ / shares | |
Granted, Number of PSUs | shares | 1,608,868 |
Granted, Weighted- Average Fair Value | $ / shares | $ 5.20 |
Vested, Number of PSUs | shares | |
Vested, Weighted- Average Fair Value | $ / shares | |
Forfeited, Number of PSUs | shares | (59,112) |
Forfeited, Weighted- Average Fair Value | $ / shares | $ 4.43 |
Outstanding PSUs, ending balance, Number of PSUs | shares | 1,549,756 |
Outstanding PSUs, ending balance, Weighted- Average Fair Value | $ / shares | $ 5.23 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date - Performance Shares [Member] - $ / shares | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | |||
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date [Line Items] | ||||
Current Stock Price (in Dollars per share) | [1] | |||
Expected volatility | [1] | |||
Expected term (in years) | 3 years 6 months | [1] | ||
Risk-free interest rate | [1] | |||
Minimum [Member] | ||||
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date [Line Items] | ||||
Current Stock Price (in Dollars per share) | $ 7.43 | |||
Expected volatility | 55.00% | |||
Risk-free interest rate | 0.24% | |||
Maximum [Member] | ||||
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date [Line Items] | ||||
Current Stock Price (in Dollars per share) | $ 7.52 | |||
Expected volatility | 65.00% | |||
Risk-free interest rate | 0.33% | |||
[1] | No PSUs were issued for the six-month period ended June 30, 2020. |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of stock option activity - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of stock option activity [Abstract] | ||
Outstanding beginning balance, stock options Shares | 1,543,162 | 8,264,941 |
Outstanding beginning balance, stock options, Weighted-Average Exercise Price | $ 3.05 | $ 3.09 |
Outstanding beginning balance, stock options, Weighted-Average Remaining Contractual Term | 6 years 1 month 24 days | |
Granted, Shares | ||
Granted, Weighted-Average Exercise Price | ||
Exercised, Shares | (17,375) | (5,546,222) |
Exercised, Weighted-Average Exercise Price | $ 4.27 | $ 3.13 |
Forfeited or expired, Shares | (72,632) | (1,175,557) |
Forfeited or expired, Weighted-Average Exercise Price | $ 3.51 | $ 3.18 |
Outstanding ending balance, stock options shares | 1,453,155 | 1,543,162 |
Outstanding ending balance, stock options, Weighted-Average Exercise Price | $ 2.98 | $ 3.05 |
Outstanding ending balance, stock options, Weighted-Average Remaining Contractual Term | 6 years 6 months 21 days | 7 years 1 month 2 days |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net loss | $ (14,458) | $ (8,163) | $ (27,053) | $ (15,380) |
Preferred stock dividends | (2,023) | (3,518) | ||
Numerator for Basic and Dilutive EPS –Loss available to common stockholders | $ (14,458) | $ (10,186) | $ (27,053) | $ (18,898) |
Denominator: | ||||
Common stock | 89,697,396 | 34,050,607 | 83,744,959 | 34,050,607 |
Series I and Series J Common Warrants | 294,590 | 294,590 | ||
Denominator for Basic and Dilutive EPS – Weighted-average common stock outstanding | 89,697,396 | 34,345,197 | 83,744,959 | 34,345,197 |
Basic net loss per share | $ (0.16) | $ (0.30) | $ (0.32) | $ (0.55) |
Diluted net loss per share | $ (0.16) | $ (0.30) | $ (0.32) | $ (0.55) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares - shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 22,322,160 | 17,517,631 |
Outstanding convertible Series H preferred stock [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 8,814,825 | |
Outstanding common warrants [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 12,849,992 | 851,627 |
Outstanding options to purchase common stock [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 1,453,155 | 7,851,179 |
Unvested sponsor earnout shares [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 1,875,000 | |
Unvested RSUs [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 4,418,904 | |
Unvested PSUs [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 1,549,756 | |
Unvested common stock – business combination [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 175,353 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Description of expiry of lease agreement | The Company leases four separate facilities under non-cancelable operating agreements expiring on December 31, 2021, October 31, 2022, December 31, 2022, and June 30, 2024, respectively. | |
Rent expense | $ 0.3 | $ 0.3 |
Rent Expense [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Description of expiry of lease agreement | The Company also leased telemedicine and office equipment under various non-cancelable operating leases through February 2021. | |
Rent expense | $ 0.1 | $ 0.1 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum non-cancelable lease payments $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum non-cancelable lease payments [Abstract] | |
2021 | $ 432 |
2022 | 385 |
2023 and thereafter | $ 335 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 1.16% | (0.02%) |
Related-Party Transactions (Det
Related-Party Transactions (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Related party transactions | $ 13.5 |