Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | SOC TELEMED, INC. | ||
Trading Symbol | TLMD | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 101,336,178 | ||
Entity Public Float | $ 342,400,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001791091 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual 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 | 2411 Dulles Corner Park | ||
Entity Address, Address Line Two | Suite 475 | ||
Entity Address, City or Town | Herndon | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 20171 | ||
City Area Code | (866) | ||
Local Phone Number | 483-9690 | ||
Title of 12(b) Security | Class A Common Stock, par value of $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 238 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Washington, District of Columbia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents (from variable interest entities $8,015 and $1,942, respectively) | $ 38,860 | $ 38,754 |
Accounts receivable, net of allowance for doubtful accounts of $401 and $447 (from variable interest entities, net of allowance $15,014 and $8,192, respectively) | 17,837 | 8,721 |
Inventory | 754 | |
Prepaid expenses and other current assets | 2,866 | 1,609 |
Total current assets | 60,317 | 49,084 |
Property and equipment, net | 3,295 | 4,092 |
Capitalized software costs, net | 9,069 | 8,935 |
Intangible assets, net | 41,967 | 5,988 |
Goodwill | 158,289 | 16,281 |
Deposits and other assets | 1,288 | 559 |
Total assets | 274,225 | 84,939 |
Current liabilities | ||
Accounts payable (from variable interest entities $2,466 and $692, respectively) | 4,977 | 2,809 |
Accrued expenses (from variable interest entities $3,269 and $1,349, respectively) | 12,605 | 8,293 |
Deferred revenues | 520 | 610 |
Capital lease obligations | 25 | |
Other current liabilities | 51 | |
Stock-based compensation liabilities | 4,228 | |
Total current liabilities | 18,178 | 15,940 |
Deferred revenues | 965 | 923 |
Capital lease obligations | 43 | |
Long term debt, net of unamortized discount and debt issuance costs | 86,709 | |
Contingent shares issuance liabilities | 1,125 | 12,450 |
Other long-term liabilities (from variable interest entities $2 and $157, respectively) | 80 | 560 |
Total liabilities | 107,100 | 29,873 |
COMMITMENTS AND CONTINGENCIES (Note 22) | ||
STOCKHOLDERS’ EQUITY | ||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized as of December 31, 2021 and 2020; 99,274,594 and 74,898,380 shares issued and outstanding at December 31, 2021 and 2020, respectively. | 10 | 8 |
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding as of December 31, 2021 and 2020, respectively. | ||
Additional paid-in capital | 453,876 | 291,277 |
Accumulated deficit | (286,761) | (236,219) |
Total stockholders’ equity | 167,125 | 55,066 |
Total liabilities and stockholders’ equity | $ 274,225 | $ 84,939 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Variable interest entities, cash and cash equivalents | $ 8,015 | $ 1,942 |
Allowance for doubtful accounts | 401 | 447 |
Variable interest entities, net of allowance | 15,014 | 8,192 |
Variable interest entities, accounts payable | 2,466 | 692 |
Variable interest entities, accrued expenses | 3,269 | 1,349 |
Variable interest entities, other long-term liabilities | $ 2 | $ 157 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 99,274,594 | 74,898,380 |
Common stock, shares outstanding | 99,274,594 | 74,898,380 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 94,442 | $ 57,995 |
Cost of revenues | 64,091 | 38,542 |
Operating expenses | ||
Selling, general and administrative | 86,606 | 61,280 |
Changes in fair value of contingent consideration | (3,265) | |
Total operating expenses | 83,341 | 61,280 |
Loss from operations | (52,990) | (41,827) |
Other income (expense) | ||
Gain on contingent shares issuance liabilities | 11,325 | 4,237 |
Gain on puttable option liabilities | 1 | |
Interest expense | (6,800) | (12,152) |
Interest expense – Related party | (2,229) | (75) |
Total other income (expense) | 2,296 | (7,989) |
Loss before income taxes | (50,694) | (49,816) |
Income tax benefit (expense) | 152 | (31) |
Net loss and comprehensive loss | (50,542) | (49,847) |
Accretion of redeemable convertible preferred stock | (96,974) | |
Net loss attributable to common stockholders | $ (50,542) | $ (146,821) |
Net loss per share attributable to common stockholders | ||
Basic (in Dollars per share) | $ (0.55) | $ (3.55) |
Diluted (in Dollars per share) | $ (0.55) | $ (3.55) |
Weighted-average shares used to compute net loss per share attributable to common stockholders: | ||
Basic (in Shares) | 91,321,642 | 41,346,849 |
Diluted (in Shares) | 91,321,642 | 41,346,849 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2019 | $ 3 | [1] | $ (768) | $ 87,199 | $ (186,372) | $ (99,938) | |
Balance (in Shares) at Dec. 31, 2019 | 34,140,909 | [1] | (90,302) | ||||
Stock-based compensation | [1] | 13,681 | 13,681 | ||||
Accretion of stock issuance costs and dividends on Series H, I and J contingently redeemable preferred stock | [1] | (96,974) | (96,974) | ||||
Exercise of stock options, net of withholding taxes | [1] | (11,883) | (11,883) | ||||
Exercise of stock options, net of withholding taxes (in Shares) | [1] | 2,643,694 | |||||
Exercise of warrants | [1] | 98 | 98 | ||||
Exercise of warrants (in Shares) | [1] | 1,210,247 | |||||
Redemption of Series H preferred stock through issuance of common stock | $ 1 | [1] | 106,642 | 106,643 | |||
Redemption of Series H preferred stock through issuance of common stock (in Shares) | [1] | 10,600,347 | |||||
Retirement of treasury stock | [1] | $ 768 | (768) | ||||
Retirement of treasury stock (in Shares) | (90,302) | [1] | 90,302 | ||||
Contingent shares issuance liabilities associated with the Merger and Recapitalization | [1] | (16,687) | (16,687) | ||||
Merger and Recapitalization, net of transaction costs | $ 4 | [1] | 209,969 | 209,973 | |||
Merger and Recapitalization, net of transaction costs (in Shares) | [1] | 26,393,485 | |||||
Net loss | [1] | (49,847) | (49,847) | ||||
Balance at Dec. 31, 2020 | $ 8 | [1] | 291,277 | (236,219) | 55,066 | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 74,898,380 | |||||
Stock-based compensation | [1] | 19,042 | 19,042 | ||||
Release of RSUs | [1] | ||||||
Release of RSUs (in Shares) | [1] | 1,974,762 | |||||
Exercise of stock options | [1] | 85 | 85 | ||||
Exercise of stock options (in Shares) | [1] | 30,865 | |||||
Issuance of shares through employee stock purchase plan | [1] | 235 | 235 | ||||
Issuance of shares through employee stock purchase plan (in Shares) | [1] | 143,353 | |||||
Surrender of shares released through vested RSUs | [1] | ||||||
Surrender of shares released through vested RSUs (in Shares) | [1] | (726,153) | |||||
Common stock issued as consideration for business acquisition (Access Physicians) | $ 1 | [1] | 91,693 | 91,694 | |||
Common stock issued as consideration for business acquisition (Access Physicians) (in Shares) | [1] | 13,753,387 | |||||
Issuance of Class A Common stock, net of issuance costs | $ 1 | [1] | 51,544 | 51,545 | |||
Issuance of Class A Common stock, net of issuance costs (in Shares) | [1] | 9,200,000 | |||||
Net loss | [1] | (50,542) | (50,542) | ||||
Balance at Dec. 31, 2021 | $ 10 | [1] | $ 453,876 | $ (286,761) | $ 167,125 | ||
Balance (in Shares) at Dec. 31, 2021 | [1] | 99,274,594 | |||||
[1] | As part of the Merger Transaction (as disclosed in Note 18), all per share information has been retroactively adjusted using an exchange ratio of 0.4047 per share. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (50,542) | $ (49,847) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 9,269 | 5,503 |
Write off of property and equipment, net | 185 | |
Stock-based compensation | 14,814 | 17,909 |
(Gain) on puttable option liabilities | (1) | |
Change in fair value of contingent consideration | (3,265) | |
(Gain) on contingent shares issuance liabilities | (11,325) | (4,237) |
Bad debt expense (reversal of allowance for doubtful accounts) | (9) | 85 |
Paid-in kind interest on long-term debt | 203 | 2,577 |
Amortization of debt issuance costs and issuance discount | 4,100 | 2,668 |
Income tax benefit | (269) | |
Change in assets and liabilities, net of acquisitions | ||
Accounts receivable, net of allowance | (3,972) | 1,739 |
Prepaid expense and other current assets | (787) | (395) |
Inventory | 59 | |
Deposits and other non-current assets | (427) | (238) |
Accounts payable | (715) | (1,062) |
Accrued expenses and other liabilities | 2,654 | 2,513 |
Deferred revenues | (48) | 210 |
Net cash used in operating activities | (40,075) | (22,576) |
Cash flows from investing activities: | ||
Capitalization of software development costs | (3,280) | (4,309) |
Purchase of property and equipment | (1,031) | (2,221) |
Acquisition of business, net of cash | (89,767) | |
Net cash used in investing activities | (94,078) | (6,530) |
Cash flows from financing activities: | ||
Principal payments under capital lease obligations | (12) | (75) |
Proceeds from long-term debt, net of discount | 95,430 | 5,960 |
Proceeds from Related-party – Unsecured subordinated promissory note, net of unamortized discount | 11,474 | |
Repayment of long-term debt | (10,795) | (88,345) |
Repayment of Related-party – Unsecured subordinated promissory note | (13,703) | |
Issuance of contingently redeemable preferred stock, net of offering costs | 10,938 | |
Exercise of stock options and warrants | 85 | 98 |
Proceeds from Employee Stock Purchase Plan used for common stock purchases | 235 | |
Stock repurchases from employees for tax withholdings | (11,883) | |
Liquidation of preferred stock (Series H, I and J) | (63,176) | |
Proceeds from merger and recapitalization, net of transaction costs | 209,802 | |
Proceeds from issuance of Class A Common Stock, net of issuance costs | 51,545 | |
Net cash provided by financing activities | 134,259 | 63,319 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 106 | 34,213 |
Cash and cash equivalents at beginning of year | 38,754 | 4,541 |
Cash and cash equivalents at end of year | 38,860 | 38,754 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for taxes | 58 | 31 |
Cash paid during the year for interest | 4,182 | 7,109 |
Supplemental schedule of non-cash investing and financing transactions: | ||
Purchase of property and equipment reflected in accounts payable and accrued expenses at year end | 64 | 513 |
Assets acquired under capital lease arrangements | 80 | 26 |
Accretion of contingently redeemable preferred stock | 96,974 | |
Redemption of Series H preferred stock through issuance of common stock | 106,642 | |
Exercise of stock options | 26,597 | |
Exercise of warrants | $ 11,765 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Description of Business [Abstarct] | |
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 the leading provider of telemedicine services and technology to U.S. hospitals and healthcare systems. We provide technology enabled clinical solutions which include teleNeurology, telePsychiatry, teleCritical Care, telePulmonology, teleCardiology and other specialties. We are committed to improving patient care by providing advanced, real-time telemedicine and the highest quality critical consultation services by connecting specialist physicians with on-site providers 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 patients and the shortage of specialist physicians. 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” or “AP”), a multi-specialty acute telemedicine provider. As discussed in Note 27, Subsequent Events, on February 2, 2022, the Company entered into a definitive agreement to be acquired by affiliates of investment funds advised by Patient Square Capital, L.P. (“Patient Square Capital”), a dedicated health care investment firm. The transaction is expected to close in the second quarter of 2022, subject to the satisfaction or waiver of customary closing conditions, including the adoption and approval of the transaction agreement by SOC Telemed stockholders. If the transaction is consummated, SOC Telemed’s Class A common stock and public warrants will no longer be listed on any public market. Because the transaction is not yet complete, and except as otherwise specifically stated, the descriptions and disclosures presented herein assume the continuation of SOC Telemed, Inc. as a public company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying 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”). As of December 31, 2021 and 2020, SOC Telemed, Inc. is party to administrative 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 its subsidiaries and the professional corporations pursuant to which each professional corporation provides services to SOC Telemed, Inc. 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 consolidated financial statements include the accounts of the Company. All intercompany balances and transactions are eliminated upon consolidation. The Merger Transaction was accounted for as a reverse recapitalization as Legacy SOC Telemed was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations. This determination was primarily based on Legacy SOC Telemed comprising the ongoing operations of the combined entity, Legacy SOC Telemed’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Legacy SOC Telemed having a majority of the voting power of the combined entity. In connection with the Merger Transaction, the outstanding shares of Legacy SOC Telemed preferred stock was redeemed for cash and shares of the Company’s Class A common stock and the outstanding shares of Legacy SOC Telemed common stock were converted into Class A common stock of the Company, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Operations and assets and liabilities of the Company prior to the Merger Transaction in these financial statements are those of Legacy SOC Telemed. As a result, these financial statements represent the continuation of Legacy SOC Telemed and the historical shareholders’ deficit exclusive of common stock and loss per share of Legacy SOC Telemed prior to the Merger Transaction have been retrospectively adjusted for the Merger Transaction using an exchange ratio of 0.4047. The accumulated deficit of Legacy SOC Telemed has been carried forward after the Merger Transaction. See Note 4 for additional information. 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 certain developments, including the duration and spread of the pandemic and the emergence of new variants of COVID-19. While not currently known, the full impact of COVID-19 could have a material impact on the operations of our business. For the year ended December 31, 2021, the Company’s variable revenues, excluding the consolidated revenues of Access Physicians, increased relative to the same period 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 revenues 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 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 December 31, 2021, the Company has experienced negative cash flows and losses from operations each year since inception and has an accumulated deficit of $286.8 million. The Company incurred net losses of $50.5 million and $49.8 million for the years ended December 31, 2021 and 2020, respectively, and cash outflows from operations of $40.1 million and $22.6 million for the years ended December 31, 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. The Company is closely monitoring 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 $38.9 million as of December 31, 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, long-term debt and secondary offerings. 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 year ended December 31, 2021, the Company has one major customer that accounted for approximately 19% of accounts receivable and 12% of total revenues. The Company expects to maintain this relationship with the customer. For the year ended December 31, 2020 no customer accounted for more than 10% of the Company’s accounts receivable or total revenues. 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. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity at the date of purchase of three months or less to be cash equivalents. Accounts Receivable The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s customers to pay their invoices. The allowance for doubtful accounts is calculated based on a specific reserve for identified at risk balances considering the Company’s history of write-offs and collections as well as current credit conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The cost of property and equipment acquired under capital lease arrangements represents the lesser of the present value of the minimum lease payments or the fair value of the leased asset as of the inception of the lease. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets as follows: Software 3 years Computer Equipment 3 to 5 years Furniture and Fixtures 3 years Telemedicine Equipment 3 to 5 years Leasehold Improvements Shorter of remaining lease term or the economic life Depreciation of leasehold improvements is computed using the shorter of the remaining lease term or the economic life. Telemedicine equipment consists of computer equipment and monitors, optical equipment, and accessories that allow doctors and others in separate locations to communicate and collaborate with each other. Depreciation expense for telemedicine equipment and software is included within cost of revenues, while depreciation for all other assets is included within selling, general and administrative expenses in the statements of operations. Upon installation of the telemedicine equipment at the customer’s location, the Company retains title to the equipment, which is held and used by the customer and thus is retained on the Company’s books or financed through operating and capital leases with third parties. Telemedicine equipment that has not yet been installed is not depreciated. At December 31, 2021 and 2020 the Company has $0 million and $0.1 million, respectively, of uninstalled telemedicine equipment classified as work in progress within Property and equipment, net on the consolidated balance sheets. Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred and included within selling, general and administrative expenses in the statements of operations. Capitalized Software Costs The Company capitalizes the cost of developing internal-use software, consisting primarily of personnel and related expenses (including stock-based compensation and employee taxes and benefits) for employees and third parties who devote time to their respective projects. The Company also capitalizes avoidable interest costs as the amount of interest that could have been avoided if funds were used to pay off the debt instead of developing the asset. Capitalized interest costs were less than $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Capitalization of software costs occurs during the application development stage. Software costs incurred during the preliminary project and post implementation stages are expensed as incurred. The application development stage occurs when the research stage is complete and management has committed to a project to develop software that will be used for its intended purpose. Any costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software are also capitalized. Depreciation of capitalized software costs are either recorded as a component of telemedicine equipment and software depreciation within cost of revenues or within selling, general and administrative costs on the statements of operations, depending on the nature of the capitalized software. Depreciation of capitalized software costs is recorded on a straight-line basis over their estimated useful life of three to four years and begins once the project is substantially complete and the software is ready for its intended purpose. 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 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 revenue 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. The Company’s annual goodwill impairment tests performed on December 31, 2021 and 2020 resulted in no impairment charges for the years ended December 31, 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 years ended December 31, 2021 and 2020. Stock-Based Compensation The Company accounts for all employee stock-based payments in accordance with the provisions of Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation. This model requires companies to measure the cost of stock-based awards to employees based on the grant-date fair value of the award using an option pricing model, and to recognize that cost over the period during which an employee is required to provide service in exchange for the award. An award’s value is expensed over the award’s requisite service period, which is generally the vesting period, on a straight-line basis or on a graded basis as determined by the underlying award, net of estimated pre-vesting forfeitures. The Company has estimated forfeitures based on historical experience and revises the rates, as necessary, if actual forfeitures differ from initial estimates. The Company estimates the grant-date fair value of options using the Black-Scholes model. The Company estimates the grant-date fair value of Performance Stock Units using a Monte Carlo simulation. The fair value of Restricted Stock Units is the Company’s stock price on the grant date. Assumptions used when valuing options using the Black-Scholes model and Performance Stock Units using a Monte Carlo Simulation include: the underlying stock price, expected stock volatility, expected term, expected dividend yield, and the risk-free interest rate. Expected stock volatility is determined using weekly average historical stock prices of comparable public companies’ common stock for a period generally equal to the expected term of the options. Expected option term is determined by computing the weighted average of an award’s contractual and vesting terms, also known as the simplified method. The Company does not have a history of declaring dividends on its common stock and does not expect to in the near term, therefore, the dividend yield is 0%. The risk-free interest rate is equal to interest rates paid on U.S. treasuries for periods equal to the expected term. Long Term Debt The Company is party to certain long-term debt arrangements. The Company capitalizes costs related to the issuance of debt under the provisions of ASC Subtopic 835-30, Interest – Imputation of Interest. Debt issuance costs and discounts related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability and are subsequently amortized to interest expense at an effective interest rate over the life of the related loan. Debt issuance costs related to line-of-credit arrangements are presented in the consolidated balance sheets as an asset and are subsequently amortized ratably over the term of the line-of-credit arrangement. Amortization of debt issuance costs is included as a component of interest expense in the Company’s consolidated statements of operations. Cash interest payments due are paid as determined in the agreements. Interest is expensed monthly. Paid in-kind interest (“PIK”) is accrued monthly at the contracted rate over the period of the loan and included in the principal balance. Contingent Shares Issuance Liabilities and Puttable Option Liabilities The Company recognizes derivatives as either an asset or liability measured at fair value in accordance with ASC 815, Derivatives and Hedging. The puttable options were the Company’s derivative financial instruments and were recorded in the consolidated balance sheets at fair value. The Company does not enter into derivative transactions for speculative or trading purposes. Contingent shares issuance liabilities reflect the Company’s liability to provide a variable number of shares to HCMC’s sponsor and its permitted transferees, if certain publicly traded stock prices are met at various points in time. The liability was recorded at fair value at the date of the Merger Transaction and is revalued at each reporting period using a Monte Carlo simulation that factors in the current price of the Company’s Class A common stock, the estimated likelihood of a change in control, and the vesting criteria of the award. Contingently Redeemable Preferred Stock The redemption provisions of the Company’s Series H, I and J preferred stock were outside the Company’s control, and as such the Company has recorded its contingently redeemable preferred stock outside of stockholders’ deficit. The Company’s outstanding contingently redeemable preferred stock was issued at a discount to its redemption price. The discount reflects stock issuance costs which were recorded as a reduction of the preferred share balance as well as cumulative dividends on the Series H, I and J preferred stock. The Company accreted its contingently redeemable preferred stock to the stock’s redemption value over the period from issuance to the earliest redemption date, such that the carrying amount of the securities equaled the redemption value inclusive of accrued but unpaid dividends at the earliest redemption date. The accretion to redemption value for the Company’s Series H, I and J preferred stock were recorded as a charge to additional paid-in capital, in the absence of retained earnings, with a corresponding increase to contingently redeemable preferred stock. 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. Under certain contracts, the Company receives payments from patients, third-party payers and others for services rendered. The third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. 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 either invoice our customers for the monthly fixed fee in advance or at the end of the month, depending on the terms of the contract. 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 70% and 70% of revenues for the years ended December 31, 2021 and 2020, respectively. Consultations that incur a variable fee due to the monthly quantity exceeding the number of consultations in the contract and payments from patients, third-party payers and other for services rendered represented 27% and 30% for the years ended December 31, 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 $0.9 million and $1.1 million for the years ended December 31, 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. Advertising Advertising costs include public relations, trade shows, market research, and general promotional items and are expensed as incurred. The Company has recorded advertising expenses of $1.0 million and $0.9 million within selling, general and administrative expenses in the statements of operations for the years ended December 31, 2021 and 2020. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company recognizes interest and penalties associated with tax matters as part of income tax expenses and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. Significant judgement is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audits, and effective settlement of audit issues. The Company accounts for uncertain tax positions by recognizing a tax benefit or liability at the largest amount that, in its judgement, is more than 50% likely to be realized or paid based upon technical merits of the position. Contingencies In accordance with ASC 450, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgement is required to determine both the probability and the estimated amount. The Company reviews contingencies at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. Use of estimates and judgements The preparation of the 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 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 and revenue expected to be received from third-party payers, (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 multiple of revenue and from discounted cash flows 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 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 cannot be predicted, including the duration and spread of the pandemic and the emergence of new variants of COVID-19. The Company’s consolidated financial statements presented herein r |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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, consisting of: ● $64.6 million in cash at the closing of the Merger Transaction from HCMC; ● $168.0 million in cash proceeds from a private placement (“PIPE”) of Class A Common stock that closed concurrently with the Merger Transaction; and ● 48,504,895 shares of Class A common stock valued at $10.06 per share, totaling $488.0 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 December 31, 2021, none of these shares have been released from such restrictions. Upon receipt of the aggregate proceeds, the Company redeemed certain Legacy SOC Telemed preferred shareholders for $63.2 million in cash and paid off all existing debt (principal and interests) for $90.3 million in cash. In connection with the Merger Transaction, the Company and HCMC incurred direct and incremental costs of approximately $22.7 million related to the equity issuance, consisting primarily of banking, legal, accounting, and other professional fees, which were recorded to Additional Paid-In Capital as a reduction of proceeds. The Company and HCMC also incurred $0.3 million insurance costs to support the transaction, which were recorded to Prepaid expenses and other current assets and Deposits and other assets. In addition, the Company and HCMC incurred $2.8 million of costs related to transaction bonuses paid to key employees and directors and other professional fees, which were included in selling, general, and administrative expenses in the consolidated statement of operations for the year ended December 31, 2020. 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 $186.9 million, comprised of $91.6 million in cash, $91.7 million in shares of Class A common stock, $0.3 million related to net working capital settlement pursuant to a settlement agreement executed on August 27, 2021, 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. 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 December 31, 2021, is $0.4 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 19, 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”) was equal to or greater than $40.0 million and gross margin over the same period was equal to or exceeded 39.0%, then SOC would make an additional cash payment to the sellers of $20.0 million. The Earnout was payable no later than in the second quarter of 2022. 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. During the year ended December 31, 2021, the Company reassessed the fair value the Earnout. As the financial targets were not achieved by December 31, 2021, the contingent consideration liability was fully removed and a gain of $3.3 million was recognized in changes in fair value of contingent consideration on the consolidated statements of operations for the year ended December 31, 2021. 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 was less than $40.0 million or if gross margin was less than 39.0%, then no Deferred Payment would become payable. As of December 31, 2021, the financial targets were not achieved. 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 Net working capital settlement 336 Contingent consideration 3,265 Total $ 186,866 Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 2,140 Accounts receivable 5,135 Inventories 813 Prepaid expenses and other current assets 470 Property and equipment 279 Capitalized software costs 887 Intangible assets 39,660 Deposits and other assets 302 Accounts payable (3,270 ) Accrued expenses (1,289 ) Deferred tax liability (269 ) Identifiable assets acquired and liabilities assumed, net $ 44,858 Goodwill $ 142,008 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 $ 38,015 Multi-period excess earnings method Non-compete agreements $ 432 With and without method The acquired business contributed Revenues of $29.3 million and Net loss of $4.9 million to SOC Telemed for the period from March 26, 2021 to December 31, 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 Year Ended 2021 2020 Revenues $ 102,401 $ 85,095 Net loss (53,775 ) (68,107 ) 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 | 12 Months Ended |
Dec. 31, 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. Under the management services agreements, Access Physicians has the power and rights to direct all non-clinical activities of the professional corporations and funds and absorbs all losses of the VIEs. These relationships are similar to the relationships between SOC Telemed, Inc. 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 | 12 Months Ended |
Dec. 31, 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 option liabilities, contingent shares issuances, and contingent consideration. As of December 31, 2021 and 2020, the Company’s outstanding liabilities consisted of contingent shares issuances. The impact of revaluing the contingent shares issuance liabilities and puttable option liabilities 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, $11.3 million and $4.2 million was recognized and included as gain on contingent share issuance liabilities in the statements of operations for the years ended December 31, 2021 and 2020, respectively. Refer to Note 17, 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 $0 million as of December 31, 2021. As a result, a change in fair value of contingent consideration of $3.3 million was recognized on the consolidated statements of operations for the year ended December 31, 2021. Puttable option liabilities’ fair value are computed using the Black-Scholes model. Refer to Note 15, Puttable Option Liabilities, for further details. 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 years ended December 31, 2021 and 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 Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 38,860 $ 38,860 - - $ 38,860 Total $ 38,860 $ 38,860 - - $ 38,860 Liabilities Contingent shares issuance liabilities $ 1,125 $ - $ - $ 1,125 $ 1,125 Total $ 1,125 $ - $ - $ 1,125 $ 1,125 Fair Value Measurements as of Carrying Value 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 Puttable option liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Puttable Option Liabilities Shares Fair Value Balance, December 31, 2019 122,388 $ 1 Shares expired unexercised (12,141 ) (4 ) Change in fair value - 521 Shares exercised (110,247 ) (518 ) Balance, December 31, 2020 - $ - The following table represents a reconciliation of 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 (3,265 ) Balance as of December 31, 2021 $ - 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, 2019 $ - Contingent shares issuance liabilities 16,687 (Gain) recognized in statements of operations (4,237 ) Balance as of December 31, 2020 $ 12,450 (Gain) recognized in statements of operations (11,325 ) Balance as of December 31, 2021 $ 1,125 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS At December 31, 2021 and 2020 prepaid expenses and other currents assets consisted of the following (in thousands): 2021 2020 Prepaid expenses $ 2,072 $ 1,578 Prepaid replacement awards – Note 4 407 - Short term deposits 83 2 Other current assets 304 29 $ 2,866 $ 1,609 Prepaid expenses include prepayments related to information technology, insurance, and conferences. The prepaid replacement awards represent cash paid to Access Physicians for settlement of profit interest units. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 8. PROPERTY AND EQUIPMENT At December 31, 2021 and 2020 property and equipment consisted of the following (in thousands): 2021 2020 Telemedicine equipment $ 9,452 $ 9,249 Software 1,386 1,386 Work in progress - 115 Computer equipment 1,275 779 Furniture and fixtures 475 328 Leasehold improvements 568 568 $ 13,156 $ 12,425 Less accumulated depreciation (9,861 ) (8,333 ) Total $ 3,295 $ 4,092 Telemedicine equipment includes $0.5 million and $0.5 million at December 31, 2021 and 2020 of equipment acquired under capital lease agreements. For the years ended December 31, 2021 and 2020 depreciation expense for all assets except telemedicine equipment was $0.3 million and $0.1 million, respectively and included in selling, general and administrative expenses on the statements of operations. Depreciation expense for telemedicine equipment is included within in cost of revenues on the statements of operations and was $1.3 million and $0.9 million for the years ended December 31, 2021 and 2020, respectively. |
Capitalized Software Costs
Capitalized Software Costs | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
CAPITALIZED SOFTWARE COSTS | 9. CAPITALIZED SOFTWARE COSTS At December 31, 2021 and 2020 capitalized software costs consisted of the following (in thousands): December 31, 2021 Useful Life Gross Value Accumulated Depreciation Net Carrying Value Capitalized software development costs 3 to 4 years $ 20,011 $ (10,942 ) $ 9,069 December 31, 2020 Useful Life Gross Value Accumulated Depreciation Net Carrying Value Capitalized software development costs 4 years $ 15,844 $ (6,909 ) $ 8,935 The software development costs capitalized were $3.3 million and $4.3 million for the years ended December 31, 2021 and 2020, respectively. As disclosed in Note 4, Business Combinations, we acquired $0.9 million of capitalized software in connection with the Acquisition. Depreciation expense for capitalized software costs included within cost of revenues on the statements of operations was $3.8 million and $3.0 million for the years ended December 31, 2021 and 2020, respectively. Depreciation expense for capitalized software costs included within selling, general and administrative costs on the statements of operations was $0.2 million and $0 for the years ended December 31, 2021 and 2020, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 10. GOODWILL At December 31, 2021 and December 31, 2020 goodwill consisted of the following (in thousands): 2021 2020 Beginning balance $ 16,281 $ 16,281 Business combinations - Note 4 142,008 - Balance at $ 158,289 $ 16,281 The Company performed its annual impairment test on December 31, 2021. There was no impairment identified for the years ended December 31, 2021 and 2020. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 11. INTANGIBLE ASSETS At December 31, 2021 and 2020 intangible assets consisted of the following (in thousands): December 31, 2021 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Hospital contracts relationships 6 to 17 years $ 46,495 $ (5,819 ) $ 40,676 15.2 Non-compete agreements 4 to 5 years 477 (103 ) 374 4.2 Trade names 2 to 5 years 3,023 (2,106 ) 917 1.1 Intangible assets, net $ 49,995 $ (8,028 ) $ 41,967 14.7 December 31, 2020 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average 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 The amortization expense for intangible assets was $3.7 million and $1.4 million for each of the years ended December 31, 2021 and 2020, respectively, which are included within the selling, general and administrative expenses on the statements of operations. Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2021 is as follows (in thousands): Years ending December 31, Amortization 2022 4,122 2023 3,093 2024 2,913 2025 2,913 2026 2,846 Thereafter 26,080 $ 41,967 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 12. 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): 2021 2020 Term loan facility, effective interest rate 9.31%, due 2026 $ 91,831 $ - Less: Unamortized discounts, fees and issue costs (5,122 ) - Balance at $ 86,709 $ - 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. The term loan facility was structured into Term A1 Loan, Term A2 Loan, Term B Loan and Term C Loan, which are detailed in the table below. $85.0 million, consisting of Term A1 Loan and Term A2 Loan, was immediately available and borrowed on March 26, 2021. As discussed below, the Company repaid the $10.0 million borrowed under Term A2 Loan on June 4, 2021. The remaining amounts under Term B Loan and Term C Loan are available subject to no event of default and the Company achieving the respective net revenue milestones on a trailing six-month basis detailed in the table below. Original Amount Available as of Original Trailing Term A1 Loan $ 75,000 $ - N/A Term A2 Loan 10,000 - N/A Term B Loan* 2,500 - $55.0 million by June 20, 2022 Term C Loan 12,500 12,500 $65.0 million by December 20, 2022 $ 100,000 $ 12,500 * In accordance with the terms in the term loan agreement, the amount available under the Term B Loan increased to $12.5 million as the Term A2 Loan was repaid prior to June 20, 2022 (on June 4, 2021, as discussed below). 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. On November 10, 2021, the Company entered into an amendment to the term loan agreement, pursuant to which the net revenue milestone for the Term B Loan was reduced from $55.0 million to $51.5 million on a trailing six-month basis, which made the tranche immediately available to be drawn. In connection with the amendment, the Company borrowed the full $12.5 million of the Term B Loan on November 10, 2021. 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 Company incurred approximately $2.1 million of loan origination costs in connection with the term loan facility. 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 $4.3 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. 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 2022 $ - 2023 - 2024 29,167 2025 43,750 2026 18,914 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 December 31, 2021. 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, Term A2 Loan of 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 18, 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 year ended December 31, 2021. The Company recognized the following interest expense related to the Solar term loan facility for the year ended December 31, 2021 (in thousands): 2021 Interest expense $ 4,754 Amortization of loan origination costs 564 Amortization of payoff fee 1,210 Prepayment premium 300 $ 6,828 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 $87.2 million as of December 31, 2021. CRG Term Loan Agreement (only in 2020) In June 2016, the Company entered into a Term Loan Agreement with CRG Servicing LLC (“CRG”). In addition to the principal and paid-in-kind interest balances, the Company was also liable for a final payoff fee of 6% of the principal balance payable at maturity or upon prepayment. The Company estimated the payoff fee to be $4.7 million, which was 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 loan. Interest expense related to the long-term debt agreements, including acceleration of the amortization of debt issuance costs and discount and prepayment premium, for the year ended December 31, 2020, was $12.2 million. Of the $12.2 million of interest expense, cash interest expense was $5.9 million, paid-in-kind interest was $2.6 million, and amortization of debt issuance costs and backend facility fees was $2.6 million for the year ended December 31, 2020. On October 30, 2020, the Term Loan was extinguished in connection with the closing of the Merger Transaction. Refer to Note 4 for further discussion on the Merger Transaction. As a result, the amortization of the balance of $1.4 million of debt issuance costs as of October 30, 2020, was accelerated and a prepayment premium associated with the payoff of the debt of $1.2 million were recognized as interest expenses on the statement of operations for the year ended December 31, 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 18, 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 year ended December 31, 2021. The terms of the Subordinated Note are summarized as follows: ● The Subordinated Note bore interest at a rate per annum equal to the greater of (a) 0.13% and (b) LIBOR, plus the applicable interest rate of 7.47% prior to September 30, 2021. ● All outstanding principal and interest under the Subordinated Note were 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 year ended December 31, 2021. Interest expense related to paid-in kind interest of $0.2 million was recognized in the statements of operations for the year December 31, 2021. Related party - Convertible Bridge Notes Payable (only in 2020) On September 1, 2020, Legacy SOC Telemed entered into a convertible bridge note purchase agreement (the “Bridge Notes”, the “Bridge Note Agreement”) with its controlling stockholder, SOC Holdings LLC (“SOC Holdings” and “the Lead Investor”). SOC Holdings constitutes a related party of the Company, pursuant to ASC 850, Related Parties. Under the Bridge Note Agreement, Legacy SOC Telemed was permitted to borrow aggregate principal of up to $8.0 million, pursuant to an initial closing and potential additional closings on or before January 29, 2021. The initial closing of $2.0 million occurred on September 3, 2020. Two additional closings of $2.0 million each occurred on September 28, 2020 and October 13, 2020 respectively. The Bridge Notes bore an annual interest rate of 13% paid “in-kind”, compound quarterly based on a 365 day per year. For the year ended December 31, 2020, interest expense of less than $0.1 million was recognized. On October 30, 2020, the Bridge Notes were extinguished in connection with the closing of the Merger Transaction. Refer to Note 4 for further discussion on the Merger Transaction. As a result, the amortization of the balance of less than $0.1 million of debt issuance costs as of October 30, 2020 was accelerated and recognized as interest expenses on the statement of operations for the year ended December 31, 2020. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 13. ACCRUED EXPENSES At December 31, 2021 and 2020 accrued expenses consisted of the following (in thousands): Current liabilities 2021 2020 Accrued compensation $ 7,277 $ 3,210 Accrued bonuses 2,360 2,647 Accrued professional and service fees 1,366 1,626 Accrued other expenses 1,602 810 $ 12,605 $ 8,293 |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CAPITAL LEASES | 14. CAPITAL LEASES The Company was obligated under certain capital leases for telemedicine equipment which expired in 2020 (Note 8, Property and Equipment). The implicit interest rates on these leases were approximately 20.0%. These leases were secured by the related equipment. All capital lease agreements for telemedicine equipment were paid out in 2020. The Company entered into capital leases for computer equipment during the year ended December 31, 2021. As of December 31, 2021, the remaining lease payments under capital leases which reflect the present value of future minimum lease payments was $0.1 million. |
Puttable Option Liabilities
Puttable Option Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
PUTTABLE OPTION LIABILITIES | 15. PUTTABLE OPTION LIABILITIES The changes in fair value for contracts related to puttable options were recorded in the statements of operations. The Company does not offset derivative assets and derivative liabilities in its consolidated balance sheets. In connection with the Series G financing in 2014 the Company amended the terms of 199,129 fully vested stock options previously granted to certain tendering shareholders with strike prices ranging from $0.99 to $9.64 (the “Puttable Options”). The number of stock options and strike prices were converted using an exchange ratio of 0.4047 as a result of the Merger Transaction. These puttable options were considered to expire from 2020 to 2024. The amendment extended the exercise period and granted a limited right for the holder to require the Company to repurchase some or all of the shares received upon future exercise of the Puttable Options. At the election of the holder, the Company was obligated to repurchase the shares at the then-current fair value as determined by the third-party valuation firm. As a result of the modification, the Puttable Options were considered to be derivative financial liabilities and were, therefore, reclassified at the modification date fair value from stockholders’ deficit to non-current liabilities on the consolidated balance sheets and were subsequently being carried at fair value. As a result of the closing of the Merger Transaction on October 30, 2020, all puttable options were exercised. Refer to Note 6, Fair Value of Financial Instruments for further discussion. Therefore, as of December 31, 2021 and 2020 there were no outstanding puttable option liabilities. |
Contingently Redeemable Preferr
Contingently Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
CONTINGENTLY REDEEMABLE PREFERRED STOCK | 16. CONTINGENTLY REDEEMABLE PREFERRED STOCK The Company had three outstanding series of redeemable preferred stock. In connection with the closing of the Merger Transaction on October 30, 2020, the Series I and J Contingently Redeemable Preferred Stock were redeemed for $28.6 million and $16.4 million, respectively in cash. The Series H Contingently Redeemable Preferred Stock was redeemed for $18.1 million in cash and 10,600,347 shares of Class A common stock in SOC Telemed, Inc. as follows: As of December 31, 2020 Liquidation Preference as of 10/30/2020 Redemption through issuance of Cash Redemption through issuance of Class A Common Stock Number of Class A Common Shares Issued (*) Series H $ 124,779 $ 18,136 $ 106,643 10,600,347 Series I 28,593 28,593 - - Series J 16,447 16,447 - - $ 169,819 $ 63,176 $ 106,643 10,600,347 (*) Securities of the surviving company: SOC Telemed, Inc. Series H Preferred Stock During 2015 and 2016, the Company issued 8,814,825 shares of Series H contingently redeemable preferred stock in exchange for $24.7 million of cash consideration. The Company incurred total offering costs of $0.5 million. Offering costs were recorded against proceeds received and were accreted over the redemption term of the preferred stock which could be first redeemed on September 30, 2022. The rights and privileges of the Series H redeemable preferred stock were as follows: ● Voting - ● Dividends - No dividends on any other series of preferred stock or common stock shall be declared or paid unless all holders of the Series H preferred stock participate on an as-converted basis. There were no declared dividends. Cumulative dividends were accreted and recorded as an increase to the contingently redeemable preferred stock. As of December 31, 2019, total unpaid accumulated dividends due the Series H preferred stockholders was $8.1 million ($0.91 per share), respectively and are included as a component of the Series H contingently redeemable preferred shares carrying value as of December 31, 2019. ● Liquidation - A liquidation, dissolution or winding-up of the Company is defined to include (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including without limitation, any reorganization, merger or consolidation, or sale of stock); or (b) a sale of all or substantially all the assets of the Company; unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale, hold at least 50% of the fully diluted equity (including at least 50% of the voting power) of the surviving or acquired entity. The Merger Transaction with HCMC was determined to be a deemed liquidation event and as a result $90.3 million was accreted as additional dividends increasing the Series H liquidation preference to $124.8 million. The Company paid $18.1 million in cash and issued 10,600,397 shares of common stock to settle the required redemption. ● Conversion - ● Redemption - Series I Preferred Stock During 2017 and 2018, the Company issued 20,000 shares of Series I preferred stock in exchange for $20 million of cash consideration. The Company incurred total offering costs of $0.2 million. Offering costs were recorded against proceeds received and accreted over the redemption term of the award, as applicable. The rights and privileges of the Series I redeemable preferred stock were as follows: ● Voting - ● Dividends - As of December 31, 2019, there were no declared dividends. Cumulative dividends were accreted and recorded as an increase to the contingently redeemable preferred stock. As of December 31, 2019, total unpaid accumulated dividends due the Series I preferred stockholders was $5.6 million ($280.77 per share) and was included as a component of the Series I contingently redeemable preferred shares carrying value as of December 31, 2019. ● Liquidation - A liquidation, dissolution or winding-up of the Company was defined to include (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including without limitation, any reorganization, merger or consolidation, or sale of stock); or (b) a sale of all or substantially all the assets of the Company; unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale, hold at least 50% of the fully diluted equity (including at least 50% of the voting power) of the surviving or acquired entity. The Merger Transaction qualifies as a liquidation. ● Conversion - ● Redemption - Series J Preferred Stock During 2019, the Company issued 4,000 shares of Series J preferred stock in exchange for $4.0 million of cash consideration. The Company incurred offering costs of $0.1 million. Offering costs were recorded against proceeds received and accreted over the redemption term of the award, as applicable. The Series J preferred stock purchase agreement contained firm commitments for additional subsequent closings during 2020 for the remaining authorized shares of 11,000 in exchange for $11.0 million of cash consideration. Additional subsequent closings were fully funded in cash totaling $3.7 million on January 28, 2020, $3.7 million on March 27, 2020, and $3.6 million on June 12, 2020. The rights and privileges of the Series J redeemable preferred stock were as follows: ● Voting - . ● Dividends There have been no declared dividends. Cumulative dividends have been accreted and recorded as an increase to the contingently redeemable preferred stock. As of December 31, 2019, total unpaid accumulated dividends due the Series J preferred stockholders was less than $0.1 million ($5.55 per share) and was included as a component of the Series J contingently redeemable preferred shares carrying value as of December 31, 2019. ● Liquidation - A liquidation, dissolution or winding-up of the Company is defined to include (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including without limitation, any reorganization, merger or consolidation, or sale of stock); or (b) a sale of all or substantially all the assets of the Company; unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale, hold at least 50% of the fully diluted equity (including at least 50% of the voting power) of the surviving or acquired entity. The Merger Transaction qualifies as a liquidation ● Conversion - ● Redemption - |
Contingent Shares Issuance Liab
Contingent Shares Issuance Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Contingent Shares Issuance Liabilities Disclosure [Abstract] | |
CONTINGENT SHARES ISSUANCE LIABILITIES | 17. CONTINGENT SHARES ISSUANCE LIABILITIES The table below represents the components of outstanding contingent shares issuance liabilities (in thousands): 2021 2020 Contingent sponsor earnout shares $ 1,075 $ 11,364 Private placement warrants 50 1,086 Balance as at $ 1,125 $ 12,450 Contingent Sponsor Earnout Shares On October 30, 2020, as a result of the Merger Transaction, SOC modified the terms of 1,875,000 shares of Class A common stock (“Sponsor Earnout Shares”) then held by HCMC’s sponsor, such that 50% of such shares will be forfeited if the share price of Class A common stock does not reach a volume-weighted average closing sale price of $12.50 for 20 out of 30 consecutive trading days and 50% of such shares will be forfeited if the share price of Class A common stock does not reach a volume-weighted average closing sale price of $15.00 for 20 out of 30 consecutive trading days, in each case, prior to the seventh anniversary of the closing of the Merger Transaction (“Earnout Period”). The Sponsor Earnout Shares may not be transferred without the Company’s consent until the shares vest. In addition, there is a change of control provision. If, during the Earnout Period, there is a change of control pursuant to which (a) the Company’s stockholders have the right to receive consideration attributing a value of at least $10.00 but less than $12.50 to each share of Class A common stock and (b) greater than fifty (50%) of the aggregate amount of such consideration is in the form of equity securities, then fifty percent (50%) of the Sponsor Earnout Shares shall be forfeited, and the portion of the remaining fifty percent (50%) of the Sponsor Earnout Shares determined by multiplying (i) fifty percent (50%) of the Sponsor Earnout Shares by (ii) the ratio that the aggregate consideration in the form of equity securities in such transaction bears to the aggregate amount of all consideration in such transaction (including cash and equity securities) shall, in connection with the consummation of such change of control, be converted into such equity securities and shall remain subject to vesting upon the occurrence of the same conditions during the Earnout Period. Additionally, if, during the Earnout Period, there is a change of control pursuant to which Company’s stockholders have the right to receive consideration attributing a value of less than $10.00 to each share of Class A common stock, then the Sponsor Earnout Shares shall be forfeited. In order to capture the market conditions associated with the Sponsor Earnout Shares, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the Sponsor Earnout Shares’ contractual life based on the appropriate probability distributions. The fair value was determined by taking the average of the fair values under each Monte Carlo simulation trial. As part of the closing of the Merger Transaction, and in accordance with the employment agreement with the Company’s former CEO, an award equal to 15% of the Sponsor Earnout Shares was deemed granted to the former CEO as performance share units (“PSUs”) subject to the same market vesting conditions as the Sponsor Earnout Shares and recorded as stock-based compensation. Refer to Note 19, Stock-Based Compensation, for further details. The remaining 85% was determined to be classified as a noncurrent liability as contingent shares issuance liabilities. The estimated liability of the remaining 85% of the Sponsor Earnout Shares granted on October 30, 2020 was $15.2 million. The fair value of the remaining 85% of the Sponsor Earnout Shares as of December 31, 2020, was estimated to be $11.4 million. As discussed in Note 19, Stock-Based Compensation, the former CEO’s employment was terminated on September 1, 2021 and based on his original employment agreement he holds these grants for 6 months after his termination date. Since the share price did not meet $12.50 during the period from September 1, 2021 through the end of the 6 months after his termination date, March 1, 2022, his deemed grants were forfeited in accordance with what is discussed in the first paragraph above. As of December 31, 2021, 100% of the Sponsor Earnout Shares were classified as a noncurrent liability as contingent shares issuance liabilities, fair value was estimated to be $1.1 million. As a result, $10.3 million and $3.8 million for the years ended December 31, 2021 and 2020, respectively was recognized and included as gain on contingent shares issuance liabilities in the statements of operations. Private Placement Warrants On October 30, 2020, as a result of the Merger Transaction, SOC effectively granted 350,000 private placement warrants to HCMC’s sponsor with a 5-year term and strike price of $11.50 per share. In addition, if the last sales price of the Company’s Class A common stock as quoted on Nasdaq is at least $18.00 for 20 out of 30 consecutive trading days, the Company has the option to repurchase these securities for $0.01 per warrant. Unlike the public warrants, the private placement warrants are not redeemable so long as they are held by HCMC’s sponsor or its permitted transferees. Therefore, based on the nature of this settlement feature, it was determined that these securities should be measured at fair value and classified as a liability. In order to capture the market conditions associated with the private placement warrants, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the warrant’s contractual life based on the appropriate probability distributions. The fair value was determined by taking the average of the fair values under each Monte Carlo simulation trial. The private placement warrants were recorded as a noncurrent liability as contingent shares issuance liabilities. The estimated liability granted on October 30, 2020 was $1.5 million. The fair value as of December 31, 2021 and 2020 was estimated to be $0.1 million and $1.1 million, respectively. As a result, $1.0 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively, was recognized and included as gain on contingent shares issuance liabilities in the statements of operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 18. STOCKHOLDERS’ EQUITY Pursuant to the Company’s restated Certificate of Incorporation, the Company authorized the issuance of 500,000,000 shares of Class A common stock and 5,000,000 shares of preferred stock, each with par value of $0.0001 per share. The Company had 99,274,594 and 74,898,380 shares issued and outstanding at December 31, 2021 and 2020, respectively. Each share of Class A common stock is entitled to one vote. The holders of Class A common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors. The Company’s Board of Directors has not declared Class A common stock dividends since inception. In June 2021, the Company completed a public offering of 9,200,000 shares of its 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 12, Debt, a portion of the proceeds were used to repay (i) $10.8 million of the term loan 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. On October 30, 2020, as part of the Merger Transaction (as disclosed in Note 4) all outstanding shares of Legacy SOC Telemed common stock was converted into Class A common stock of SOC Telemed, Inc. using an exchange ratio of 0.4047 per share. All per share information has been retroactively adjusted for this exchange ratio. As part of the Merger Transaction the following events occurred impacting Legacy SOC Telemed common stock: ● Treasury stock was retired. ● Series H preferred stock was partially redeemed in exchange for Class A common stock resulting in 10,600,347 shares of Class A common stock being issued to the previous Series H preferred stockholders. ● All vested stock options under the Legacy SOC Telemed 2014 Equity Incentive Plan were exercised into Class A common stock resulting in 2,643,694 shares of Class A common stock. ● All outstanding warrants to purchase shares of Legacy SOC Telemed common stock were exercised into Class A common stock resulting in 1,169,452 shares of Class A common stock. ● The Company issued 11,468,485 shares of Class A common stock and the Sponsor Earnout Shares to the former stockholders of HCMC for $ 64.6 million in cash. ● The Company issued 16,800,000 Class A common shares for $168,000,000 through the PIPE, as discussed in Note 4. Apart from the above Merger Transaction related activity, common warrants of Legacy SOC Telemed were exercised during 2020 resulting in 40,795 new shares of Legacy SOC Telemed common stock shares being issued prior to the Merger Transaction. Warrants to Acquire Common Stock Warrants to purchase shares of Legacy SOC Telemed common stock and their exercise prices were converted using an exchange ratio of 0.4047 as a result of the Merger Transaction. Warrants to acquire a maximum of 12,849,992 shares of the Company’s Class A common stock were outstanding as of December 31, 2021 and 2020. The key provisions of the warrant agreements and related impacts to the Company’s consolidated financial statements are summarized as follows: 2015 Common Warrants During 2015 in connection with the Series H financing, the Company converted 123,432 Series G warrants into 851,718 common warrants. Each warrant gave the holder the right to purchase 1 share of Legacy SOC Telemed common stock at an exercise price of $2.87 per share. The warrants were exercisable through November 2022. All 2015 common warrants were exercised during 2020, as part of the Merger Transaction. Therefore, there were no 2015 common warrants remaining as of December 31, 2021 and 2020. 2017 and 2018 Series I Common Warrants During 2017, in conjunction with the Series I financing, the Company issued 62,057 common warrants. Each warrant gave the holder the right to purchase 9 shares of Legacy SOC Telemed common stock at an exercise price of $0.02 per share. The warrants were exercisable from the date of issuance through November and December 2022. During 2018, the Company issued an additional 124,105 Series I common warrants under the same terms, exercisable through April and August 2023. All 2017 and 2018 Series I Common Warrants were exercised during 2020, as part of the Merger Transaction. Therefore, there were no Series I Common warrants remaining as of December 31, 2021 and 2020. 2019 and 2020 Series J Common Warrants During 2019 in conjunction with the Series J financing, the Company issued 108,460 common warrants. Each warrant gave the holder the right to purchase 11 shares of Legacy SOC Telemed common stock for $0.02 per share. The warrants were exercisable from the date of issuance through December 2024. During 2020, the Company issued an additional 120,150 Series J common warrants under the same terms, exercisable from the date of issuance through June 2025. All 2019 and 2020 Series J Common Warrants were exercised during 2020, as part of the Merger Transaction. Therefore, there were no Series J Common Warrants remaining as of December 31, 2021 and 2020. 2020 Common Warrants On October 30, 2020, as part of the Merger Transaction, the Company issued 12,849,992 warrants with an exercise price of $11.50. The warrants are exercisable from the date of issuance through October 30, 2025 (the fifth anniversary of the Merger Transaction). At December 31, 2021 and 2020, respectively all 12,849,992 warrants (12,499,992 public warrants and 350,000 private placement warrants) remained outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 19. 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. Upon execution of the reverse recapitalization transaction during the year ended December 31, 2020, all vested and in-the-money options were exercised and exchanged for Class A common stock in the Company. The withholding taxes due on the option exercises were net settled and the Company effectively repurchased $11.9 million of Class A common stock. The Company remitted $11.9 million in withholding taxes on behalf of the option holders for the year ended December 31, 2020. Under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), officers, employees and consultants could be granted options to purchase shares of authorized but unissued Legacy SOC Telemed common stock. Options granted under the 2014 Plan were qualified as incentive stock options or non-qualified stock options. Qualified incentive stock options could 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 4,484,383 Restricted Stock Units (“RSUs”) and 1,197,140 Performance Stock Units (“PSUs”), net of forfeitures, under the 2020 Plan through December 31, 2021. The number of shares of Class A common stock remaining available for future grants under the 2020 Plan is 7,863,792 as of December 31, 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. Employees have purchased a total of 143,353 shares of Class A common stock under the ESPP through December 31, 2021. The number of shares of Class A common stock remaining available for future purchase under the ESPP is 1,621,563 as of December 31, 2021. The term of the offerings under the ESPP are for a 6-month period. 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. The Company recognized $0.1 million in stock-based compensation expense related to the ESPP for the year ended December 31, 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 years ended December 31, 2021 or 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 year ended December 31, 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 $0.7 million as of December 31, 2021 is expected to be recognized over a weighted average period of 0.9 years. During the year ended December 31, 2020 the Company modified two option grants such that the period to exercise the options was extended from July 2020 to January 2021. As a result of this modification the Company recognized incremental stock compensation expense of $0.8 million during the year ended December 31, 2020. In connection with the Merger Transaction several awards were granted to Executives of the Company: ● A “Transaction Award” was authorized on August 18, 2020 to the former interim-CEO of the Company. The award was granted in the form of RSUs and equaled 1.35% of the fully diluted equity of the Company as of the closing of the Merger Transaction. Since there is no substantive future service requirement post transaction date, the award was fully expensed in 2020 for $10.7 million and included in selling, general and administrative expense in the consolidated statement of operations. ● A “Base Full Value Award” was promised to the former 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 former 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. The former CEO’s employment was terminated on September 1, 2021 and compensation expense was recognized for the awards vested at the end of the former CEO’s employment. ● The former 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 17, Contingent Shares Issuance Liabilities. 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 $1.9 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively. As discussed above the former CEO’s employment was terminated on September 1, 2021 and based on his original employment agreement he held these grants for 6 months after his termination date. The Company granted 5,850,151 new RSUs during the year ended December 31, 2021, that are subject to service period vesting. The service period vesting requirements range from 6 months to 5 years for all outstanding RSUs. The Company recorded $6.4 million and $10.7 million expense for RSUs for the years ended December 31, 2021 and 2020, respectively. The following table summarizes activity of RSUs for the years ended December 31, 2021 and 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 5,850,151 5.57 Vested (934,108 ) 7.99 Forfeited (1,700,935 ) 7.79 Outstanding RSUs at December 31, 2021 3,496,358 $ 3.70 Expected RSUs to vest as of December 31, 2021 2,955,869 3.66 The intrinsic value of the outstanding RSUs was $4.1 million and $0 at December 31, 2021 and December 31, 2020, respectively. The Company granted 2,628,868 new PSUs during the year ended December 31, 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. The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. The Company recorded $0.9 million and $0 expense for PSUs for the years ended December 31, 2021 and 2020, respectively. The following table summarizes activity of PSUs for the year ended December 31, 2021 as there were no PSUs granted for the year ended December 31, 2020: Number of Weighted- Outstanding PSUs at December 31, 2020 - - Granted 2,628,868 $ 3.49 Vested - - Forfeited (1,431,728 ) 5.29 Outstanding PSUs at December 31, 2021 1,197,140 $ 1.34 Expected PSUs to vest as of December 31, 2021 1,146,462 1.34 The fair value of each grant made for year ended December 31, 2021 was estimated on the grant date using the Monte Carlo simulation with the following assumptions: Year Ended 2021 2020 (1) Current Stock Price $1.39 - 7.52 - Expected volatility 55.0% - 75.0 % - Expected term (in years) 3 - 3.5 - Risk-free interest rate 0.24% - 0.91 % - (1) No PSUs were issued for the year ended December 31, 2020. The Company recognized $14.8 million and $17.9 million in stock-based compensation expense for the years ended December 31, 2021 and 2020, respectively, which is included in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2021, the Company had $12.4 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 and $0 million for the years ended December 31, 2021 and 2020, respectively, for stock options exercised during each period. The intrinsic value of the options exercised was less than $0.1 million and $38.4 million for the years ended December 31, 2021 and 2020, respectively. The intrinsic value of the RSUs vested was $3.5 million and $10.7 million for the years ended December 31, 2021 and 2020, respectively. The following table summarizes stock option activity of the 2014 Plan for the years ended December 31, 2021 and 2020: Shares Weighted- Weighted- Outstanding stock options at December 31, 2019 8,264,941 $ 3.11 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 (30,865 ) 2.74 Forfeited or expired (841,641 ) 2.99 Outstanding stock options at December 31, 2021 670,656 3.10 4.92 Vested or expected stock options to vest at December 31, 2021 644,764 3.10 4.92 Exercisable at December 31, 2021 367,808 $ 3.17 4.20 The intrinsic value of the outstanding options was $0 million and $7.4 million at December 31, 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 year ended December 31, 2021, $2.1 million was recognized as expense of which $1.3 million was recognized as compensation expense and $0.8 million was 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. |
Employee Retirement Plans
Employee Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT PLANS | 20. EMPLOYEE RETIREMENT PLANS The Company sponsors a 401(k) defined contribution retirement plan for the benefit of its employees, substantially all of whom are eligible to participate after meeting minimum qualifying requirements. Contributions to the plan are at the discretion of the Company. For the years ended December 31, 2021 and 2020, the Company contributed $1.5 million and $1.2 million to the plan, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 21. 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, shares to be purchased through the ESPP 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. As a result of the Merger, the Company has retrospectively adjusted the weighted-average number of shares of common stock outstanding prior to October 30, 2020 by multiplying them by the exchange ratio of 0.4047 used to determine the number of shares of Class A common stock into which they converted. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Year Ended 2021 2020 Numerator: Net loss $ (50,542 ) $ (49,847 ) Preferred stock dividends - (96,974 ) Numerator for Basic and Dilutive EPS –Loss available to common stockholders $ (50,542 ) $ (146,821 ) Denominator: Common stock 91,321,642 41,102,162 Series I and Series J Common Warrants - 244,687 Denominator for Basic and Dilutive EPS – Weighted-average common stock outstanding 91,321,642 41,346,849 Basic net loss per share $ (0.55 ) $ (3.55 ) Diluted net loss per share $ (0.55 ) $ (3.55 ) 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: Year Ended 2021 2020 Outstanding common warrants 12,849,992 12,849,992 Outstanding options to purchase common stock 670,656 1,543,162 Unvested Sponsor Earnout Shares 1,875,000 1,875,000 Unvested RSUs 3,235,774 - Unvested PSUs 1,197,140 - Unvested common stock – business combination – Note 4 175,353 - Shares to be purchased through ESPP 186,027 - Total anti-dilutive common equivalent shares 20,189,942 16,268,154 As discussed in Note 27, Subsequent Events, on February 2, 2022, the Company entered into a definitive agreement to be acquired by affiliates of investment funds advised by Patient Square Capital, a dedicated health care investment firm. If the transaction is consummated, SOC Telemed’s Class A common stock and public warrants will no longer be listed on any public market, which will have an impact on the number of potential common equivalent shares outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 22. COMMITMENTS AND CONTINGENCIES Commitments In 2021, the Company leased four separate facilities under non-cancelable operating agreements expiring on December 31, 2021, October 31, 2022, June 30, 2024 and April 30, 2026, respectively. The lease agreement that expired in December 2021 was not renewed and a new facility was rented starting in January 2022. Rent expense is recognized on the straight-line method over the life of the lease and was approximately $0.8 million and $0.6 million for the years ended December 31, 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 years ended December 31, 2021 and 2020, respectively, and included in cost of revenues on the statements of operations. There was no sublease income for the years ended December 31, 2021 and 2020. The following reflects the future minimum non-cancelable lease payments required under the above operating leases (in thousands): Years ending December 31, Amount 2022 $ 539 2023 548 2024 455 2025 260 2026 and thereafter 80 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 23. INCOME TAXES Income tax expense equals the current tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities during the year. The provision for income taxes for the years ended December 31, 2021 and 2020 is as follows (in thousands): 2021 2020 Current: Federal $ - $ - State (117 ) (31 ) $ (117 ) $ (31 ) Deferred: Federal $ 231 $ - State 38 - $ 269 $ - Income tax benefit (expense) $ 152 $ (31 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statements purposes and the amounts used for income tax purposes. Components of the Company’s net deferred tax asset balance are as follows at December 31 (in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 71,119 $ 56,300 Deferred revenue 271 171 Stock options and warrants 43 22 Restricted stock units 383 315 Other 1,367 426 Total deferred tax assets 73,183 57,234 Less: valuation allowance (68,212 ) (53,513 ) Net deferred tax assets before deferred tax liabilities 4,971 3,721 Deferred tax liabilities: Intangible assets (1,108 ) (1,448 ) Property and equipment - (74 ) Capitalized software costs and other (2,029 ) (2,199 ) Partnership basis (1,834 ) - Total deferred tax liabilities (4,971 ) (3,721 ) Net deferred tax assets $ - $ - The Company’s tax rate reconciliation for the years ended December 31 is as follows: 2021 2020 Statutory US federal rate 21.0 % 21.0 % Stock-based compensation (2.0 )% 14.8 % Sec.162(m) (2.0 )% (6.1 )% State and local income taxes 2.9 % 1.3 % Change in valuation allowance (29.0 )% (32.6 )% Change in fair value of contingent shares issuance liabilities and contingent consideration 6.0 % 1.6 % Other 3.4 % (0.1 )% Effective tax rate 0.3 % (0.1 )% As of December 31, 2021, the Company had approximately $297.3 million of gross federal net operating loss carryforwards and $273.6 million gross state net operating loss carryforward. The federal gross net operating loss carryforwards of $176.3 million generated subsequent to the year ended December 31, 2017 carry forward indefinitely, while the remaining federal gross net operating loss carryforwards of $121 million begin to expire in 2025. 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 not more likely than not 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. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset future taxable income. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company’s ability to utilize NOLs may be currently subject to limitations due to prior ownership changes. In addition, future changes in the Company’s stock ownership, some of which are outside of its control, could result in an ownership change under Section 382 of the Code, further limiting the Company’s ability to utilize NOLs arising prior to such ownership change in the future. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, the Company’s existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. The Company has recorded a full valuation allowance against the deferred tax assets attributable to its NOLs that are not more likely than not expected to be utilized. The Company has not completed an analysis under Section 382 and will complete such analysis prior to utilizing any of the affected tax attributes in future periods. The Company has performed a tax analysis for the years ended December 31, 2021 and 2020 and believes there are no material uncertain tax positions. There is no unrecognized income tax benefit for the years ended December 31, 2021 and 2020, and the Company does not anticipate any material changes in its unrecognized tax benefits in the next twelve months. The Company is subject to taxation in the U.S. and various state and local jurisdictions. Due to its net operating loss carryforwards, the Company’s income tax returns generally remain subject to examination by federal and most state tax and local tax authorities from tax year 2005 forward. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID 19 pandemic, some of the more significant provisions which are expected to impact the Company’s financial statements include removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cut and JOBS Act. Due to the Company’s valuation allowance position, the CARES Act has no impact on the Company’s accounting for income taxes. The Company will continue to evaluate the impact of the tax changes from the CARES Act. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 24. RELATED-PARTY TRANSACTIONS Contingent Sponsor Earnout Shares On October 30,2020, the Company modified the terms of the 1,875,000 Sponsor Earnout Shares then held by HCMC’s sponsor, such that 50% of such shares will be forfeited if the share price of Class A common stock does not reach $12.50 for 20 out of 30 consecutive trading days and 50% of such shares will be forfeited if the share price of Class A common stock does not reach $15.00 for 20 out of 30 consecutive trading days, in each case, prior to the seventh anniversary of the Closing (See Note 17). Preferred stock and debt In 2020, Legacy SOC Telemed issued 11,000 shares of Series J contingently redeemable preferred stock to certain previous Legacy SOC Telemed stockholders in exchange for cash consideration (see Note 16, Contingently Redeemable Preferred Stock). On August 14, 2020, two entities affiliated with WP signed a support letter committing funds up to $15.0 million available to Legacy SOC Telemed from August 2020 through December 2021. On September 3, 2020, Legacy SOC Telemed sold to WP $2.0 million aggregate principal amount of subordinated convertible promissory notes in a financing pursuant to this support letter. WP subsequently recommitted to fund up to $15.0 million available from September 2020 through December 31, 2021, subject to ongoing evaluations between the parties following the closing of the Merger Transaction, under a new support letter dated September 23, 2020, that superseded and replaced the August support letter (see Note 12, Debt). The support letter was terminated in connection with the acquisition of Access Physicians. Legacy SOC Telemed also entered into a convertible bridge note purchase agreement with certain previous Legacy SOC Telemed stockholders which permitted Legacy SOC Telemed to borrow aggregate principal in the amount of $8.0 million. Legacy SOC Telemed borrowed $6.0 million of principal pursuant to such convertible bridge note purchase agreement in 2020 (see Note 12, Debt). As discussed in Note 12, Debt, and Note 16, Contingently Redeemable Preferred Stock, all existing debt and preferred stock owned by our controlling stockholders was liquidated in connection with the closing of the Merger Transaction on October 30, 2020. As discussed in Note 12, 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 12, Debt, and 18, Stockholders’ Equity, for further discussion. |
Restructuring Plan
Restructuring Plan | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING PLAN | 25. RESTRUCTURING PLAN On October 28, 2021, the Board of Directors of the Company approved certain strategic, operational and organizational plans to improve productivity and reduce complexity in the way the Company manages its business. In connection with these actions, the Company reduced non-clinical headcount by approximately 12%. The Company incurred approximately $1.8 million for severance costs and termination benefits which are included within selling, general and administrative expenses in the statements of operations for the year ended December 31, 2021. The Company accrued less than $0.1 million in lease termination costs as of December 31, 2021. These actions were completed as of December 31, 2021. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | 26. VALUATION AND QUALIFYING ACCOUNTS The table below details the activity of the allowance for doubtful accounts and deferred tax asset valuation allowance for the years ended December 31, 2021 and 2020 (in thousands): Balance at Additions Deductions Balance at Year ended December 31, 2020 Allowance for doubtful accounts $ 538 85 (176 ) $ 447 Deferred tax asset valuation allowance 37,280 17,041 (808 ) 53,513 Year ended December 31, 2021 Allowance for doubtful accounts $ 447 246 (292 ) $ 401 Deferred tax asset valuation allowance 53,513 16,533 (1,834 ) 68,212 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 27. SUBSEQUENT EVENTS The Company evaluated its financial statements for subsequent events through March 30, 2022, 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 except as discussed below. Acquisition by Patient Square Capital On February 2, 2022, the Company entered into a definitive agreement to be acquired by affiliates of investment funds advised by Patient Square Capital, a dedicated health care investment firm. Under the terms of the transaction agreement, at the effective time of the transaction, each share of the Company’s Class A common stock outstanding immediately prior to the effective time (subject to certain exceptions) will be canceled and automatically converted into the right to receive $3.00 in cash, without any interest thereon and subject to any applicable withholding taxes. The transaction agreement provides certain termination rights for both the Company and Patient Square Capital, and further provides that upon termination of the transaction agreement under certain circumstances, the Company would be required to pay Patient Square Capital a termination fee of approximately $11.5 million. The transaction is subject to the satisfaction or waiver of customary closing conditions, including the adoption and approval of the transaction agreement by SOC Telemed stockholders. A special meeting of the Company’s stockholders to consider and vote on a proposal to adopt and approve the transaction agreement is scheduled to be held on April 4, 2022. The parties expect the transaction to close in the second quarter of 2022. If the transaction is consummated, SOC Telemed’s Class A common stock and public warrants will no longer be listed on any public market. Legal Proceedings Between February 28, 2022, and March 17, 2022, three purported stockholders of the Company filed complaints in federal courts against the Company and members of the Company’s Board of Directors in connection with the proposed transaction described above: Gamez v. SOC Telemed, Inc., et al. Campbell v. SOC Telemed, Inc., et al. Danieli v. SOC Telemed, Inc., et al Campbell |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying 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”). As of December 31, 2021 and 2020, SOC Telemed, Inc. is party to administrative 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 its subsidiaries and the professional corporations pursuant to which each professional corporation provides services to SOC Telemed, Inc. 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 consolidated financial statements include the accounts of the Company. All intercompany balances and transactions are eliminated upon consolidation. The Merger Transaction was accounted for as a reverse recapitalization as Legacy SOC Telemed was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations. This determination was primarily based on Legacy SOC Telemed comprising the ongoing operations of the combined entity, Legacy SOC Telemed’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Legacy SOC Telemed having a majority of the voting power of the combined entity. In connection with the Merger Transaction, the outstanding shares of Legacy SOC Telemed preferred stock was redeemed for cash and shares of the Company’s Class A common stock and the outstanding shares of Legacy SOC Telemed common stock were converted into Class A common stock of the Company, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Operations and assets and liabilities of the Company prior to the Merger Transaction in these financial statements are those of Legacy SOC Telemed. As a result, these financial statements represent the continuation of Legacy SOC Telemed and the historical shareholders’ deficit exclusive of common stock and loss per share of Legacy SOC Telemed prior to the Merger Transaction have been retrospectively adjusted for the Merger Transaction using an exchange ratio of 0.4047. The accumulated deficit of Legacy SOC Telemed has been carried forward after the Merger Transaction. See Note 4 for additional information. |
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 certain developments, including the duration and spread of the pandemic and the emergence of new variants of COVID-19. While not currently known, the full impact of COVID-19 could have a material impact on the operations of our business. For the year ended December 31, 2021, the Company’s variable revenues, excluding the consolidated revenues of Access Physicians, increased relative to the same period 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 revenues 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 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 December 31, 2021, the Company has experienced negative cash flows and losses from operations each year since inception and has an accumulated deficit of $286.8 million. The Company incurred net losses of $50.5 million and $49.8 million for the years ended December 31, 2021 and 2020, respectively, and cash outflows from operations of $40.1 million and $22.6 million for the years ended December 31, 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. The Company is closely monitoring 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 $38.9 million as of December 31, 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, long-term debt and secondary offerings. 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 year ended December 31, 2021, the Company has one major customer that accounted for approximately 19% of accounts receivable and 12% of total revenues. The Company expects to maintain this relationship with the customer. For the year ended December 31, 2020 no customer accounted for more than 10% of the Company’s accounts receivable or total revenues. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity at the date of purchase of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s customers to pay their invoices. The allowance for doubtful accounts is calculated based on a specific reserve for identified at risk balances considering the Company’s history of write-offs and collections as well as current credit conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. |
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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The cost of property and equipment acquired under capital lease arrangements represents the lesser of the present value of the minimum lease payments or the fair value of the leased asset as of the inception of the lease. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets as follows: Software 3 years Computer Equipment 3 to 5 years Furniture and Fixtures 3 years Telemedicine Equipment 3 to 5 years Leasehold Improvements Shorter of remaining lease term or the economic life Depreciation of leasehold improvements is computed using the shorter of the remaining lease term or the economic life. Telemedicine equipment consists of computer equipment and monitors, optical equipment, and accessories that allow doctors and others in separate locations to communicate and collaborate with each other. Depreciation expense for telemedicine equipment and software is included within cost of revenues, while depreciation for all other assets is included within selling, general and administrative expenses in the statements of operations. Upon installation of the telemedicine equipment at the customer’s location, the Company retains title to the equipment, which is held and used by the customer and thus is retained on the Company’s books or financed through operating and capital leases with third parties. Telemedicine equipment that has not yet been installed is not depreciated. At December 31, 2021 and 2020 the Company has $0 million and $0.1 million, respectively, of uninstalled telemedicine equipment classified as work in progress within Property and equipment, net on the consolidated balance sheets. Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred and included within selling, general and administrative expenses in the statements of operations. |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes the cost of developing internal-use software, consisting primarily of personnel and related expenses (including stock-based compensation and employee taxes and benefits) for employees and third parties who devote time to their respective projects. The Company also capitalizes avoidable interest costs as the amount of interest that could have been avoided if funds were used to pay off the debt instead of developing the asset. Capitalized interest costs were less than $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Capitalization of software costs occurs during the application development stage. Software costs incurred during the preliminary project and post implementation stages are expensed as incurred. The application development stage occurs when the research stage is complete and management has committed to a project to develop software that will be used for its intended purpose. Any costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software are also capitalized. Depreciation of capitalized software costs are either recorded as a component of telemedicine equipment and software depreciation within cost of revenues or within selling, general and administrative costs on the statements of operations, depending on the nature of the capitalized software. Depreciation of capitalized software costs is recorded on a straight-line basis over their estimated useful life of three to four years and begins once the project is substantially complete and the software is ready for its intended purpose. |
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 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 revenue 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. The Company’s annual goodwill impairment tests performed on December 31, 2021 and 2020 resulted in no impairment charges for the years ended December 31, 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 years ended December 31, 2021 and 2020. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all employee stock-based payments in accordance with the provisions of Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation. This model requires companies to measure the cost of stock-based awards to employees based on the grant-date fair value of the award using an option pricing model, and to recognize that cost over the period during which an employee is required to provide service in exchange for the award. An award’s value is expensed over the award’s requisite service period, which is generally the vesting period, on a straight-line basis or on a graded basis as determined by the underlying award, net of estimated pre-vesting forfeitures. The Company has estimated forfeitures based on historical experience and revises the rates, as necessary, if actual forfeitures differ from initial estimates. The Company estimates the grant-date fair value of options using the Black-Scholes model. The Company estimates the grant-date fair value of Performance Stock Units using a Monte Carlo simulation. The fair value of Restricted Stock Units is the Company’s stock price on the grant date. Assumptions used when valuing options using the Black-Scholes model and Performance Stock Units using a Monte Carlo Simulation include: the underlying stock price, expected stock volatility, expected term, expected dividend yield, and the risk-free interest rate. Expected stock volatility is determined using weekly average historical stock prices of comparable public companies’ common stock for a period generally equal to the expected term of the options. Expected option term is determined by computing the weighted average of an award’s contractual and vesting terms, also known as the simplified method. The Company does not have a history of declaring dividends on its common stock and does not expect to in the near term, therefore, the dividend yield is 0%. The risk-free interest rate is equal to interest rates paid on U.S. treasuries for periods equal to the expected term. |
Long Term Debt | Long Term Debt The Company is party to certain long-term debt arrangements. The Company capitalizes costs related to the issuance of debt under the provisions of ASC Subtopic 835-30, Interest – Imputation of Interest. Debt issuance costs and discounts related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability and are subsequently amortized to interest expense at an effective interest rate over the life of the related loan. Debt issuance costs related to line-of-credit arrangements are presented in the consolidated balance sheets as an asset and are subsequently amortized ratably over the term of the line-of-credit arrangement. Amortization of debt issuance costs is included as a component of interest expense in the Company’s consolidated statements of operations. Cash interest payments due are paid as determined in the agreements. Interest is expensed monthly. Paid in-kind interest (“PIK”) is accrued monthly at the contracted rate over the period of the loan and included in the principal balance. |
Contingent Shares Issuance Liabilities and Puttable Option Liabilities | Contingent Shares Issuance Liabilities and Puttable Option Liabilities The Company recognizes derivatives as either an asset or liability measured at fair value in accordance with ASC 815, Derivatives and Hedging. The puttable options were the Company’s derivative financial instruments and were recorded in the consolidated balance sheets at fair value. The Company does not enter into derivative transactions for speculative or trading purposes. Contingent shares issuance liabilities reflect the Company’s liability to provide a variable number of shares to HCMC’s sponsor and its permitted transferees, if certain publicly traded stock prices are met at various points in time. The liability was recorded at fair value at the date of the Merger Transaction and is revalued at each reporting period using a Monte Carlo simulation that factors in the current price of the Company’s Class A common stock, the estimated likelihood of a change in control, and the vesting criteria of the award. |
Contingently Redeemable Preferred Stock | Contingently Redeemable Preferred Stock The redemption provisions of the Company’s Series H, I and J preferred stock were outside the Company’s control, and as such the Company has recorded its contingently redeemable preferred stock outside of stockholders’ deficit. The Company’s outstanding contingently redeemable preferred stock was issued at a discount to its redemption price. The discount reflects stock issuance costs which were recorded as a reduction of the preferred share balance as well as cumulative dividends on the Series H, I and J preferred stock. The Company accreted its contingently redeemable preferred stock to the stock’s redemption value over the period from issuance to the earliest redemption date, such that the carrying amount of the securities equaled the redemption value inclusive of accrued but unpaid dividends at the earliest redemption date. The accretion to redemption value for the Company’s Series H, I and J preferred stock were recorded as a charge to additional paid-in capital, in the absence of retained earnings, with a corresponding increase to contingently redeemable preferred stock. |
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. Under certain contracts, the Company receives payments from patients, third-party payers and others for services rendered. The third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company monitors its revenue and receivables from third-party payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts. Revenue from third-party payers is presented net of an estimated provision for contractual adjustments. 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 either invoice our customers for the monthly fixed fee in advance or at the end of the month, depending on the terms of the contract. 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 70% and 70% of revenues for the years ended December 31, 2021 and 2020, respectively. Consultations that incur a variable fee due to the monthly quantity exceeding the number of consultations in the contract and payments from patients, third-party payers and other for services rendered represented 27% and 30% for the years ended December 31, 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 $0.9 million and $1.1 million for the years ended December 31, 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. |
Advertising | Advertising Advertising costs include public relations, trade shows, market research, and general promotional items and are expensed as incurred. The Company has recorded advertising expenses of $1.0 million and $0.9 million within selling, general and administrative expenses in the statements of operations for the years ended December 31, 2021 and 2020. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company recognizes interest and penalties associated with tax matters as part of income tax expenses and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. Significant judgement is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audits, and effective settlement of audit issues. The Company accounts for uncertain tax positions by recognizing a tax benefit or liability at the largest amount that, in its judgement, is more than 50% likely to be realized or paid based upon technical merits of the position. |
Contingencies | Contingencies In accordance with ASC 450, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgement is required to determine both the probability and the estimated amount. The Company reviews contingencies at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. |
Use of estimates and judgements | Use of estimates and judgements The preparation of the 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 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 and revenue expected to be received from third-party payers, (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 multiple of revenue and from discounted cash flows 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 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 cannot be predicted, including the duration and spread of the pandemic and the emergence of new variants of COVID-19. The Company’s 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 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. The guidance is effective for fiscal years beginning after December 15, 2021. 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. The Company developed and substantially completed an implementation plan which includes updating our policies and controls and developing disclosures. The Company will adopt ASU 2016-02 retrospectively at the beginning of the period of adoption, January 1, 2022, through a cumulative adjustment to accumulated deficit and the recognition of a lease liability and corresponding right-of-use asset. The Company will elect the following transition related practical expedients; not to reassess whether any expired or existing contracts are or contain leases, not to reassess lease classification as determined under ASC 840, Leases, and, not to reassess initial direct costs for any existing lease. The Company will recognize a lease liability and right-of-use asset and add additional disclosures to the consolidated financial statements as required under ASU 2016-02. The lease liability and right-of-use asset are immaterial to the Company’s 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. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. As per the latest ASU 2020-02, the FASB deferred the timelines for certain small public and private entities. The new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to accumulated deficit as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company’s consolidated financial statements and disclosures. 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 does not expect the pronouncement to have a material effect on the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment estimated useful lives | Software 3 years Computer Equipment 3 to 5 years Furniture and Fixtures 3 years Telemedicine Equipment 3 to 5 years Leasehold Improvements Shorter of remaining lease term or the economic life |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair value consideration transferred | Fair value of consideration transferred Cash $ 91,571 Common stock 91,694 Net working capital settlement 336 Contingent consideration 3,265 Total $ 186,866 |
Schedule of recognized amounts of identifiable assets acquired and liabilities assumed | Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 2,140 Accounts receivable 5,135 Inventories 813 Prepaid expenses and other current assets 470 Property and equipment 279 Capitalized software costs 887 Intangible assets 39,660 Deposits and other assets 302 Accounts payable (3,270 ) Accrued expenses (1,289 ) Deferred tax liability (269 ) Identifiable assets acquired and liabilities assumed, net $ 44,858 Goodwill $ 142,008 |
Schedule of identified intangible assets acquired | Intangible assets acquired Fair value Valuation Technique Trade name $ 1,213 Relief from royalty method Hospital contracts relationships $ 38,015 Multi-period excess earnings method Non-compete agreements $ 432 With and without method |
Schedule of acquired business contributed revenues | Pro forma Year Ended 2021 2020 Revenues $ 102,401 $ 85,095 Net loss (53,775 ) (68,107 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value | Fair Value Measurements as of Carrying Value Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 38,860 $ 38,860 - - $ 38,860 Total $ 38,860 $ 38,860 - - $ 38,860 Liabilities Contingent shares issuance liabilities $ 1,125 $ - $ - $ 1,125 $ 1,125 Total $ 1,125 $ - $ - $ 1,125 $ 1,125 Fair Value Measurements as of Carrying Value 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 Puttable option liabilities fair value measurements using the significant unobservable inputs (Level 3) | Puttable Option Liabilities Shares Fair Value Balance, December 31, 2019 122,388 $ 1 Shares expired unexercised (12,141 ) (4 ) Change in fair value - 521 Shares exercised (110,247 ) (518 ) Balance, December 31, 2020 - $ - |
Schedule of reconciliation of contingent consideration fair value measurements using the significant unobservable inputs (Level 3) | 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 (3,265 ) Balance as of December 31, 2021 $ - |
Schedule of reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) | Contingent Balance as of December 31, 2019 $ - Contingent shares issuance liabilities 16,687 (Gain) recognized in statements of operations (4,237 ) Balance as of December 31, 2020 $ 12,450 (Gain) recognized in statements of operations (11,325 ) Balance as of December 31, 2021 $ 1,125 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | 2021 2020 Prepaid expenses $ 2,072 $ 1,578 Prepaid replacement awards – Note 4 407 - Short term deposits 83 2 Other current assets 304 29 $ 2,866 $ 1,609 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | 2021 2020 Telemedicine equipment $ 9,452 $ 9,249 Software 1,386 1,386 Work in progress - 115 Computer equipment 1,275 779 Furniture and fixtures 475 328 Leasehold improvements 568 568 $ 13,156 $ 12,425 Less accumulated depreciation (9,861 ) (8,333 ) Total $ 3,295 $ 4,092 |
Capitalized Software Costs (Tab
Capitalized Software Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of capitalized software costs | December 31, 2021 Useful Life Gross Value Accumulated Depreciation Net Carrying Value Capitalized software development costs 3 to 4 years $ 20,011 $ (10,942 ) $ 9,069 December 31, 2020 Useful Life Gross Value Accumulated Depreciation Net Carrying Value Capitalized software development costs 4 years $ 15,844 $ (6,909 ) $ 8,935 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | 2021 2020 Beginning balance $ 16,281 $ 16,281 Business combinations - Note 4 142,008 - Balance at $ 158,289 $ 16,281 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, 2021 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Hospital contracts relationships 6 to 17 years $ 46,495 $ (5,819 ) $ 40,676 15.2 Non-compete agreements 4 to 5 years 477 (103 ) 374 4.2 Trade names 2 to 5 years 3,023 (2,106 ) 917 1.1 Intangible assets, net $ 49,995 $ (8,028 ) $ 41,967 14.7 December 31, 2020 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average 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 2022 4,122 2023 3,093 2024 2,913 2025 2,913 2026 2,846 Thereafter 26,080 $ 41,967 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt (Tables) [Line Items] | |
Schedule of remaining amounts under Term B Loan and Term C Loan | Original Amount Available as of Original Trailing Term A1 Loan $ 75,000 $ - N/A Term A2 Loan 10,000 - N/A Term B Loan* 2,500 - $55.0 million by June 20, 2022 Term C Loan 12,500 12,500 $65.0 million by December 20, 2022 $ 100,000 $ 12,500 |
Schedule of required payments of principal under the term loan facility | Years ending December 31, Amount 2022 $ - 2023 - 2024 29,167 2025 43,750 2026 18,914 |
Schedule of interest expense related to the Solar term loan facility | 2021 Interest expense $ 4,754 Amortization of loan origination costs 564 Amortization of payoff fee 1,210 Prepayment premium 300 $ 6,828 |
Solar Term Loan Facility [Member] | |
Debt (Tables) [Line Items] | |
Schedule of interest expense related to the Solar term loan facility | 2021 2020 Term loan facility, effective interest rate 9.31%, due 2026 $ 91,831 $ - Less: Unamortized discounts, fees and issue costs (5,122 ) - Balance at $ 86,709 $ - |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Current liabilities 2021 2020 Accrued compensation $ 7,277 $ 3,210 Accrued bonuses 2,360 2,647 Accrued professional and service fees 1,366 1,626 Accrued other expenses 1,602 810 $ 12,605 $ 8,293 |
Contingently Redeemable Prefe_2
Contingently Redeemable Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of three outstanding series of redeemable preferred stock | As of December 31, 2020 Liquidation Preference as of 10/30/2020 Redemption through issuance of Cash Redemption through issuance of Class A Common Stock Number of Class A Common Shares Issued (*) Series H $ 124,779 $ 18,136 $ 106,643 10,600,347 Series I 28,593 28,593 - - Series J 16,447 16,447 - - $ 169,819 $ 63,176 $ 106,643 10,600,347 |
Contingent Shares Issuance Li_2
Contingent Shares Issuance Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contingent Shares Issuance Liabilities Disclosure [Abstract] | |
Schedule of contingent shares issuance liabilities | 2021 2020 Contingent sponsor earnout shares $ 1,075 $ 11,364 Private placement warrants 50 1,086 Balance as at $ 1,125 $ 12,450 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 % |
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 5,850,151 5.57 Vested (934,108 ) 7.99 Forfeited (1,700,935 ) 7.79 Outstanding RSUs at December 31, 2021 3,496,358 $ 3.70 Expected RSUs to vest as of December 31, 2021 2,955,869 3.66 |
Schedule of activity of PSUs | Number of Weighted- Outstanding PSUs at December 31, 2020 - - Granted 2,628,868 $ 3.49 Vested - - Forfeited (1,431,728 ) 5.29 Outstanding PSUs at December 31, 2021 1,197,140 $ 1.34 Expected PSUs to vest as of December 31, 2021 1,146,462 1.34 |
Schedule of stock option activity | Shares Weighted- Weighted- Outstanding stock options at December 31, 2019 8,264,941 $ 3.11 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 (30,865 ) 2.74 Forfeited or expired (841,641 ) 2.99 Outstanding stock options at December 31, 2021 670,656 3.10 4.92 Vested or expected stock options to vest at December 31, 2021 644,764 3.10 4.92 Exercisable at December 31, 2021 367,808 $ 3.17 4.20 |
Performance Shares [Member] | |
Stock-Based Compensation (Tables) [Line Items] | |
Schedule of fair value of each grant estimated on grant date | Year Ended 2021 2020 (1) Current Stock Price $1.39 - 7.52 - Expected volatility 55.0% - 75.0 % - Expected term (in years) 3 - 3.5 - Risk-free interest rate 0.24% - 0.91 % - |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Year Ended 2021 2020 Numerator: Net loss $ (50,542 ) $ (49,847 ) Preferred stock dividends - (96,974 ) Numerator for Basic and Dilutive EPS –Loss available to common stockholders $ (50,542 ) $ (146,821 ) Denominator: Common stock 91,321,642 41,102,162 Series I and Series J Common Warrants - 244,687 Denominator for Basic and Dilutive EPS – Weighted-average common stock outstanding 91,321,642 41,346,849 Basic net loss per share $ (0.55 ) $ (3.55 ) Diluted net loss per share $ (0.55 ) $ (3.55 ) |
Schedule of anti-dilutive common equivalent shares | Year Ended 2021 2020 Outstanding common warrants 12,849,992 12,849,992 Outstanding options to purchase common stock 670,656 1,543,162 Unvested Sponsor Earnout Shares 1,875,000 1,875,000 Unvested RSUs 3,235,774 - Unvested PSUs 1,197,140 - Unvested common stock – business combination – Note 4 175,353 - Shares to be purchased through ESPP 186,027 - Total anti-dilutive common equivalent shares 20,189,942 16,268,154 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum non-cancelable lease payments | Years ending December 31, Amount 2022 $ 539 2023 548 2024 455 2025 260 2026 and thereafter 80 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of the provision for income taxes | 2021 2020 Current: Federal $ - $ - State (117 ) (31 ) $ (117 ) $ (31 ) Deferred: Federal $ 231 $ - State 38 - $ 269 $ - Income tax benefit (expense) $ 152 $ (31 ) |
Schedule of the Company’s net deferred tax asset balance | 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 71,119 $ 56,300 Deferred revenue 271 171 Stock options and warrants 43 22 Restricted stock units 383 315 Other 1,367 426 Total deferred tax assets 73,183 57,234 Less: valuation allowance (68,212 ) (53,513 ) Net deferred tax assets before deferred tax liabilities 4,971 3,721 Deferred tax liabilities: Intangible assets (1,108 ) (1,448 ) Property and equipment - (74 ) Capitalized software costs and other (2,029 ) (2,199 ) Partnership basis (1,834 ) - Total deferred tax liabilities (4,971 ) (3,721 ) Net deferred tax assets $ - $ - |
Schedule the Company’s tax rate reconciliation | 2021 2020 Statutory US federal rate 21.0 % 21.0 % Stock-based compensation (2.0 )% 14.8 % Sec.162(m) (2.0 )% (6.1 )% State and local income taxes 2.9 % 1.3 % Change in valuation allowance (29.0 )% (32.6 )% Change in fair value of contingent shares issuance liabilities and contingent consideration 6.0 % 1.6 % Other 3.4 % (0.1 )% Effective tax rate 0.3 % (0.1 )% |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of the allowance for doubtful accounts and deferred tax asset valuation allowance | Balance at Additions Deductions Balance at Year ended December 31, 2020 Allowance for doubtful accounts $ 538 85 (176 ) $ 447 Deferred tax asset valuation allowance 37,280 17,041 (808 ) 53,513 Year ended December 31, 2021 Allowance for doubtful accounts $ 447 246 (292 ) $ 401 Deferred tax asset valuation allowance 53,513 16,533 (1,834 ) 68,212 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Merger transaction using exchange ratio | 0.4047 | |
Accumulated deficit | $ (286,761,000) | $ (236,219,000) |
Net losses | 50,500,000 | 49,800,000 |
Cash outflows from operations | 40.1 | $ 22,600,000 |
Cash and cash equivalents | $ 38,900,000 | |
Accounts receivable | 19.00% | |
Total revenues | 12.00% | |
Accounts receivables, percentage | 10.00% | |
Telemedicine property equipment | $0 | $0.1 |
Capitalized interest costs | $0.1 | $0.1 |
Intangibles asset description | 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. | |
Consultations represented, percentage | 70.00% | 70.00% |
Variable consultations represented revenue | 27.00% | 30.00% |
Recognize revenue | $ 900,000 | $ 1,100,000 |
Advertising expense | $ 1,000,000 | |
Selling, general and administrative expense | $ 900,000 | |
Tax benefit | 50.00% | |
Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Share based compensation dividend yield | 0.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives | 12 Months Ended |
Dec. 31, 2021 | |
Software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property plant and equipment useful life | 3 years |
Leasehold Improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Leasehold Improvements, property plant and equipment useful life | Shorter of remaining lease term or the economic life |
Minimum [Member] | Computer Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property plant and equipment useful life | 3 years |
Minimum [Member] | Telemedicine Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property plant and equipment useful life | 3 years |
Maximum [Member] | Computer Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property plant and equipment useful life | 5 years |
Maximum [Member] | Telemedicine Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property plant and equipment useful life | 5 years |
Business Combinations (Details)
Business Combinations (Details) $ / shares in Units, $ in Millions | Aug. 27, 2021USD ($) | Aug. 10, 2021shares | Mar. 26, 2021USD ($)$ / sharesshares | Oct. 30, 2020 | Dec. 31, 2021USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 18, 2020 |
Business Combinations (Details) [Line Items] | ||||||||
Merger transactions description | As a result of the Merger Transaction, Legacy SOC Telemed shareholders received aggregate consideration of $720.6 million, consisting of: ●$64.6 million in cash at the closing of the Merger Transaction from HCMC; ●$168.0 million in cash proceeds from a private placement (“PIPE”) of Class A Common stock that closed concurrently with the Merger Transaction; and ●48,504,895 shares of Class A common stock valued at $10.06 per share, totaling $488.0 million. | |||||||
Total purchase price | $ 186.9 | |||||||
Cash comprised | 91.6 | |||||||
Working capital adjustment | 0.3 | |||||||
Aggregate shares (in Shares) | shares | 175,353 | |||||||
Reserved shares (in Shares) | shares | 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 | |||||||
Net prepaid balance | 0.4 | |||||||
Unvested replacement awards | 3.6 | |||||||
Pre-combination service period | $ 0.8 | |||||||
Earnout payment 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”) was equal to or greater than $40.0 million and gross margin over the same period was equal to or exceeded 39.0%, then SOC would make an additional cash payment to the sellers of $20.0 million. The Earnout was payable no later than in the second quarter of 2022. 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. | |||||||
Contingent consideration liability | $ 3.3 | |||||||
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 was less than $40.0 million or if gross margin was less than 39.0%, then no Deferred Payment would become payable. | |||||||
Tax deductible goodwill | 92.03% | |||||||
Net loss | $ 4.9 | |||||||
Healthcare Merger Corp [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Exchange ratio in merger agreement | 0.4047 | |||||||
Business combination, description | Upon receipt of the aggregate proceeds, the Company redeemed certain Legacy SOC Telemed preferred shareholders for $63.2 million in cash and paid off all existing debt (principal and interests) for $90.3 million in cash. | |||||||
Incurred direct and incremental costs | $ 22.7 | |||||||
Insurance costs | 0.3 | |||||||
Costs related to transaction bonuses | 2.8 | |||||||
Business Combinations [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Business acquisition, percentage | 100.00% | 1.35% | ||||||
Revenues | 29.3 | |||||||
Access Physicians [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Transaction costs | $ 3.3 | $ 3.2 | $ 0.1 | |||||
Class A Common Stock [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Common stock shares (in Shares) | shares | 13,928,740 | |||||||
Cash comprised | 91.7 | |||||||
Contingent consideration | $ 3.3 | |||||||
Total fair value | $ 91.7 | |||||||
Price per share (in Dollars per share) | $ / shares | $ 6.66 | |||||||
Aggregate shares (in Shares) | shares | 13,753,387 | |||||||
Class A Common Stock [Member] | Healthcare Merger Corp [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Common stock shares (in Shares) | shares | 1,875,000 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value consideration transferred $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of fair value consideration transferred [Abstract] | |
Cash | $ 91,571 |
Common stock | 91,694 |
Net working capital settlement | 336 |
Contingent consideration | 3,265 |
Total | $ 186,866 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of recognized amounts of identifiable assets acquired and liabilities assumed - Parent [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Business Combinations (Details) - Schedule of recognized amounts of identifiable assets acquired and liabilities assumed [Line Items] | |
Cash and cash equivalents | $ 2,140 |
Accounts receivable | 5,135 |
Inventories | 813 |
Prepaid expenses and other current assets | 470 |
Property and equipment | 279 |
Capitalized software costs | 887 |
Intangible assets | 39,660 |
Deposits and other assets | 302 |
Accounts payable | (3,270) |
Accrued expenses | (1,289) |
Deferred tax liability | (269) |
Identifiable assets acquired and liabilities assumed, net | 44,858 |
Goodwill | $ 142,008 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of identified intangible assets acquired $ in Thousands | 12 Months Ended |
Dec. 31, 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 | $ 38,015 |
Valuation Technique | Multi-period excess earnings method |
Business Combinations (Detail_5
Business Combinations (Details) - Schedule of acquired business contributed revenues - Pro Forma [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations (Details) - Schedule of acquired business contributed revenues [Line Items] | ||
Revenues | $ 102,401 | $ 85,095 |
Net loss | $ (53,775) | $ (68,107) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value of Financial Instruments (Details) [Line Items] | ||
Gain on contingent share issuance liabilities | $ 11.3 | $ 4.2 |
Fair value of the earnout | 0 | |
Change in fair value of the contingent consideration | 3.3 | |
Business Combinations [Member] | ||
Fair Value of Financial Instruments (Details) [Line Items] | ||
Fair value of the contingent consideration | $ 3.3 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of financial assets and liabilities measured at fair value - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 38,860 | $ 38,754 |
Total | 38,860 | 38,754 |
Liabilities | ||
Contingent shares issuance liabilities | 1,125 | 12,450 |
Total | 1,125 | 12,450 |
Carrying Value [Member] | ||
Assets | ||
Cash and cash equivalents | 38,860 | 38,754 |
Total | 38,860 | 38,754 |
Liabilities | ||
Contingent shares issuance liabilities | 1,125 | 12,450 |
Total | 1,125 | 12,450 |
Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 38,860 | 38,754 |
Total | 38,860 | 38,754 |
Liabilities | ||
Contingent shares issuance liabilities | ||
Total | ||
Level 2 [Member] | ||
Assets | ||
Cash and cash equivalents | ||
Total | ||
Liabilities | ||
Contingent shares issuance liabilities | ||
Total | ||
Level 3 [Member] | ||
Assets | ||
Cash and cash equivalents | ||
Total | ||
Liabilities | ||
Contingent shares issuance liabilities | 1,125 | 12,450 |
Total | $ 1,125 | $ 12,450 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details) - Schedule of reconciliation of Puttable option liabilities fair value measurements using the significant unobservable inputs (Level 3) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Schedule of reconciliation of Puttable option liabilities fair value measurements using the significant unobservable inputs (Level 3) [Abstract] | |
Balance Shares | shares | 122,388 |
Balance Fair Value | $ | $ 1 |
Shares expired unexercised Shares | shares | (12,141) |
Shares expired unexercised Fair Value | $ | $ (4) |
Change in fair value Shares | shares | |
Change in fair value Fair Value | $ | $ 521 |
Shares exercised Shares | shares | (110,247) |
Shares exercised Fair Value | $ | $ (518) |
Balance Shares | shares | |
Balance Fair Value | $ |
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 (Level 3) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of reconciliation of contingent consideration fair value measurements using the significant unobservable inputs (Level 3) [Abstract] | |
Balance | |
Contingent consideration liability recorded in the opening balance sheet | 3,265 |
Change in fair value of contingent consideration recognized in statements of operations | (3,265) |
Balance |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments (Details) - Schedule of reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) [Abstract] | ||
Balance | $ 12,450 | |
Contingent shares issuance liabilities | 16,687 | |
(Gain) recognized in statements of operations | (11,325) | (4,237) |
Balance | $ 1,125 | $ 12,450 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid expenses | $ 2,072 | $ 1,578 |
Prepaid replacement awards – Note 4 | 407 | |
Short term deposits | 83 | 2 |
Other current assets | 304 | 29 |
Total | $ 2,866 | $ 1,609 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment (Details) [Line Items] | ||
Equipment acquired under capital lease agreements | $ 0.5 | $ 0.5 |
Selling, General and Administrative Expenses [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | 0.3 | 0.1 |
Cost of Revenues [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 1.3 | $ 0.9 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,156 | $ 12,425 |
Less accumulated depreciation | (9,861) | (8,333) |
Total | 3,295 | 4,092 |
Telemedicine Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,452 | 9,249 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,386 | 1,386 |
Work in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 115 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,275 | 779 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 475 | 328 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 568 | $ 568 |
Capitalized Software Costs (Det
Capitalized Software Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Software Costs (Details) [Line Items] | ||
Software development costs capitalized | $ 3,300,000 | $ 4,300,000 |
Cost of revenues | 3,800,000 | 3,000,000 |
Selling, general and administrative costs | 200,000 | $ 0 |
Business Combinations [Member] | ||
Capitalized Software Costs (Details) [Line Items] | ||
Software development costs capitalized | $ 900,000 |
Capitalized Software Costs (D_2
Capitalized Software Costs (Details) - Schedule of capitalized software costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Software Costs (Details) - Schedule of capitalized software costs [Line Items] | ||
Capitalized software development costs, Useful Life | 4 years | |
Capitalized software development costs, Gross Value | $ 20,011 | $ 15,844 |
Capitalized software development costs, Accumulated Depreciation | (10,942) | (6,909) |
Capitalized software development costs, Net Carrying Value | $ 9,069 | $ 8,935 |
Minimum [Member] | ||
Capitalized Software Costs (Details) - Schedule of capitalized software costs [Line Items] | ||
Capitalized software development costs, Useful Life | 3 years | |
Maximum [Member] | ||
Capitalized Software Costs (Details) - Schedule of capitalized software costs [Line Items] | ||
Capitalized software development costs, Useful Life | 4 years |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of goodwill [Abstract] | ||
Beginning balance | $ 16,281 | $ 16,281 |
Business combinations - Note 4 | 142,008 | |
Balance at ending | $ 158,289 | $ 16,281 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 3.7 | $ 1.4 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 49,995 | $ 10,335 |
Accumulated Amortization | (8,028) | (4,347) |
Net Carrying Value | $ 41,967 | $ 5,988 |
Weighted Average Remaining Useful Life | 14 years 8 months 12 days | 5 years 9 months 18 days |
Hospital contracts relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 46,495 | $ 8,480 |
Accumulated Amortization | (5,819) | (3,085) |
Net Carrying Value | $ 40,676 | $ 5,395 |
Weighted Average Remaining Useful Life | 15 years 2 months 12 days | 6 years 6 months |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 477 | $ 45 |
Accumulated Amortization | (103) | (32) |
Net Carrying Value | $ 374 | $ 13 |
Weighted Average Remaining Useful Life | 4 years 2 months 12 days | 2 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 3,023 | $ 1,810 |
Accumulated Amortization | (2,106) | (1,230) |
Net Carrying Value | $ 917 | $ 580 |
Weighted Average Remaining Useful Life | 1 year 1 month 6 days | 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 | Dec. 31, 2021USD ($) |
Schedule of amortization expense remaining life of intangible assets [Abstract] | |
2022 | $ 4,122 |
2023 | 3,093 |
2024 | 2,913 |
2025 | 2,913 |
2026 | 2,846 |
Thereafter | 26,080 |
Amortization Expense | $ 41,967 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 20, 2022 | Nov. 10, 2021 | Jun. 04, 2021 | Jun. 04, 2021 | Oct. 30, 2021 | Sep. 30, 2021 | Mar. 26, 2021 | Jun. 30, 2016 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt (Details) [Line Items] | ||||||||||||
Loan facility amount | $ 13,500 | |||||||||||
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. The term loan facility was structured into Term A1 Loan, Term A2 Loan, Term B Loan and Term C Loan, which are detailed in the table below. $85.0 million, consisting of Term A1 Loan and Term A2 Loan, was immediately available and borrowed on March 26, 2021. | 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 December 31, 2021. | ||||||||||
Term loan facility partially repaid | $ 10,800 | $ 10,000 | ||||||||||
Interest at a rate per annum | 7.47% | |||||||||||
Interest rate | 0.13% | |||||||||||
Interest expense | $ 2,100 | |||||||||||
Percentage of principal balance payable | 6.00% | 4.95% | ||||||||||
Payoff fee | 500 | $ 1,200 | $ 4,300 | |||||||||
Principal amount | 10,000 | |||||||||||
Accrued interest | 300 | |||||||||||
Amortization of debt issuance costs | 700 | 4,100 | $ 2,668 | |||||||||
Amortization of prepayment premium | 300 | |||||||||||
Amount of fair value | 87,200 | |||||||||||
Paid in kind interest | 203 | 2,577 | ||||||||||
Backend facility fees | 2,600 | |||||||||||
Amortized amount | $ 1,400 | |||||||||||
Original issuance cost | $ 2,000 | |||||||||||
Aggregate proceeds | 11,500 | |||||||||||
Repayment excess amount | 10,000 | |||||||||||
Bears interest rate | 0.13% | |||||||||||
Interest rate | 7.47% | 7.47% | ||||||||||
loan origination costs | 100 | |||||||||||
Related party convertible bridge notes payable, description | On September 1, 2020, Legacy SOC Telemed entered into a convertible bridge note purchase agreement (the “Bridge Notes”, the “Bridge Note Agreement”) with its controlling stockholder, SOC Holdings LLC (“SOC Holdings” and “the Lead Investor”). SOC Holdings constitutes a related party of the Company, pursuant to ASC 850, Related Parties. Under the Bridge Note Agreement, Legacy SOC Telemed was permitted to borrow aggregate principal of up to $8.0 million, pursuant to an initial closing and potential additional closings on or before January 29, 2021. The initial closing of $2.0 million occurred on September 3, 2020. Two additional closings of $2.0 million each occurred on September 28, 2020 and October 13, 2020 respectively. The Bridge Notes bore an annual interest rate of 13% paid “in-kind”, compound quarterly based on a 365 day per year. For the year ended December 31, 2020, interest expense of less than $0.1 million was recognized. | |||||||||||
Unsecured Subordinated Promissory Note [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Amortization of debt issuance costs | $ 2,000 | |||||||||||
Warburg Pincus [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Loan facility amount | $ 100,000 | |||||||||||
CRG loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Interest expense | 12,200 | |||||||||||
Payoff fee | $ 4,700 | |||||||||||
Prepayment premium | 12,200 | |||||||||||
Cash interest | 5,900 | |||||||||||
Paid in kind interest | $ 2,600 | |||||||||||
CRG Servicing LLC [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Principal loan amount | $ 13,500 | |||||||||||
Term B Loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Loan amount | $ 12,500 | |||||||||||
Term B Loan [Member] | Maximum [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Net revenue milestone | 55,000 | |||||||||||
Term B Loan [Member] | Minimum [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Net revenue milestone | $ 51,500 | |||||||||||
Forecast [Member] | Term B Loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Term loan facility partially repaid | $ 12,500 |
Debt (Details) - Schedule of ou
Debt (Details) - Schedule of outstanding debt - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of outstanding debt [Abstract] | ||
Term loan facility, effective interest rate 9.31%, due 2026 | $ 91,831 | |
Less: Unamortized discounts, fees and issue costs | (5,122) | |
Balance at | $ 86,709 |
Debt (Details) - Schedule of re
Debt (Details) - Schedule of remaining amounts under Term B Loan and Term C Loan $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Schedule of remaining amounts under Term B Loan and Term C Loan [Abstract] | ||
Original Amount, Term A1 Loan | $ 75,000 | |
Available as of December 31, 2021, Term A1 Loan | ||
Original Trailing Six-Month Net Revenue Milestone, Term A1 Loan | ||
Original Amount, Term A2 Loan | $ 10,000 | |
Available as of December 31, 2021, Term A2 Loan | ||
Original Trailing Six-Month Net Revenue Milestone, Term A2 Loan | ||
Original Amount, Term B Loan | $ 2,500 | [1] |
Available as of December 31, 2021, Term B Loan | [1] | |
Original Trailing Six-Month Net Revenue Milestone, Term B Loan | $55.0 million by June 20, 2022 | [1] |
Original Amount, Term C Loan | $ 12,500 | |
Available as of December 31, 2021, Term C Loan | $ 12,500 | |
Original Trailing Six-Month Net Revenue Milestone, Term C Loan | $65.0 million by December 20, 2022 | |
Original Amount, Total | $ 100,000 | |
Available as of December 31, 2021, Total | $ 12,500 | |
Original Trailing Six-Month Net Revenue Milestone, Total | ||
[1] | In accordance with the terms in the term loan agreement, the amount available under the Term B Loan increased to $12.5 million as the Term A2 Loan was repaid prior to June 20, 2022 (on June 4, 2021, as discussed below). |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of required payments of principal under the term loan facility $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of required payments of principal under the term loan facility [Abstract] | |
2022 | |
2023 | |
2024 | 29,167 |
2025 | 43,750 |
2026 | $ 18,914 |
Debt (Details) - Schedule of in
Debt (Details) - Schedule of interest expense related to the Solar term loan facility $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of interest expense related to the Solar term loan facility [Abstract] | |
Interest expense | $ 4,754 |
Amortization of loan origination costs | 564 |
Amortization of payoff fee | 1,210 |
Prepayment premium | 300 |
Total of solar term loan facility | $ 6,828 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses [Abstract] | ||
Accrued compensation | $ 7,277 | $ 3,210 |
Accrued bonuses | 2,360 | 2,647 |
Accrued professional and service fees | 1,366 | 1,626 |
Accrued other expenses | 1,602 | 810 |
Total current liabilities | $ 12,605 | $ 8,293 |
Capital Leases (Details)
Capital Leases (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Capital leases interest rate | 20.00% |
Future minimum lease payments | $ 0.1 |
Puttable Option Liabilities (De
Puttable Option Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Puttable Option Liabilities (Details) [Line Items] | |
Number of stock option vested | shares | 199,129 |
Merger Transaction | shares | 0.4047 |
Description of expired term | These puttable options were considered to expire from 2020 to 2024. |
Minimum [Member] | |
Puttable Option Liabilities (Details) [Line Items] | |
Strike prices ranging | $ / shares | $ 0.99 |
Maximum [Member] | |
Puttable Option Liabilities (Details) [Line Items] | |
Strike prices ranging | $ / shares | $ 9.64 |
Contingently Redeemable Prefe_3
Contingently Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Oct. 30, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 12, 2020 | Mar. 27, 2020 | Jan. 28, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Contingently Redeemable Preferred Stock (Details) [Line Items] | ||||||||||||
Cash consideration | $ 91,571 | |||||||||||
Price per share (in Dollars per share) | $ 7.02 | |||||||||||
Liquidation preference | $ 169,819 | |||||||||||
Authorized shares (in Shares) | 5,000,000 | 5,000,000 | ||||||||||
Series I Preferred Stock [Member] | ||||||||||||
Contingently Redeemable Preferred Stock (Details) [Line Items] | ||||||||||||
Cash consideration | $ 28,600 | $ 20,000 | $ 20,000 | |||||||||
Issuance of stock (in Shares) | 20,000 | 20,000 | ||||||||||
Offering costs | $ 200 | $ 200 | ||||||||||
Cumulative dividends, percentage | 15.00% | |||||||||||
Price per share (in Dollars per share) | $ 1,000 | $ 280.77 | ||||||||||
Unpaid accumulated dividends | $ 5,600 | |||||||||||
Liquidation preference | $ 28,593 | 25,700 | ||||||||||
Diluted equity | 50.00% | |||||||||||
Percentage of voting power | 50.00% | |||||||||||
Series J Preferred Stock [Member] | ||||||||||||
Contingently Redeemable Preferred Stock (Details) [Line Items] | ||||||||||||
Cash consideration | $ 16,400 | 11,000 | $ 3,600 | $ 3,700 | $ 3,700 | $ 4,000 | ||||||
Issuance of stock (in Shares) | 4,000 | |||||||||||
Offering costs | $ 100 | |||||||||||
Cumulative dividends, percentage | 15.00% | |||||||||||
Price per share (in Dollars per share) | $ 1,000 | $ 5.55 | ||||||||||
Unpaid accumulated dividends | $ 100 | |||||||||||
Liquidation preference | $ 16,447 | $ 4,000 | ||||||||||
Authorized shares (in Shares) | 11,000 | |||||||||||
Diluted equity | 50.00% | |||||||||||
Percentage of voting power | 50.00% | |||||||||||
Liquidation percentage | 100.00% | |||||||||||
Series H Preferred Stock [Member] | ||||||||||||
Contingently Redeemable Preferred Stock (Details) [Line Items] | ||||||||||||
Cash consideration | $ 18,100 | $ 24,700 | $ 24,700 | |||||||||
Issuance of stock (in Shares) | 8,814,825 | 8,814,825 | ||||||||||
Offering costs | $ 500 | $ 500 | ||||||||||
Cumulative dividends, percentage | 8.00% | |||||||||||
Price per share (in Dollars per share) | $ 2.82 | $ 0.91 | ||||||||||
Unpaid accumulated dividends | $ 8,100 | |||||||||||
Interest percentage | 25.00% | |||||||||||
Liquidation preference | $ 32,800 | |||||||||||
Description of liquidation | The Merger Transaction with HCMC was determined to be a deemed liquidation event and as a result $90.3 million was accreted as additional dividends increasing the Series H liquidation preference to $124.8 million. The Company paid $18.1 million in cash and issued 10,600,397 shares of common stock to settle the required redemption. | |||||||||||
Authorized shares (in Shares) | 50,000,000 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Contingently Redeemable Preferred Stock (Details) [Line Items] | ||||||||||||
Issuance of stock (in Shares) | 10,600,347 | 9,200,000 |
Contingently Redeemable Prefe_4
Contingently Redeemable Preferred Stock (Details) - Schedule of three outstanding series of redeemable preferred stock - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Contingently Redeemable Preferred Stock (Details) - Schedule of three outstanding series of redeemable preferred stock [Line Items] | |||
Liquidation Preference | $ 169,819 | ||
Redemption through issuance of Cash | 63,176 | ||
Redemption through issuance of Class A Common Stock | $ 106,643 | ||
Number of Class A Common Shares Issued (in Shares) | [1] | 10,600,347 | |
Series H [Member] | |||
Contingently Redeemable Preferred Stock (Details) - Schedule of three outstanding series of redeemable preferred stock [Line Items] | |||
Liquidation Preference | $ 124,779 | ||
Redemption through issuance of Cash | 18,136 | ||
Redemption through issuance of Class A Common Stock | $ 106,643 | ||
Number of Class A Common Shares Issued (in Shares) | [1] | 10,600,347 | |
Series I [Member] | |||
Contingently Redeemable Preferred Stock (Details) - Schedule of three outstanding series of redeemable preferred stock [Line Items] | |||
Liquidation Preference | $ 28,593 | $ 25,700 | |
Redemption through issuance of Cash | 28,593 | ||
Redemption through issuance of Class A Common Stock | |||
Number of Class A Common Shares Issued (in Shares) | [1] | ||
Series J [Member] | |||
Contingently Redeemable Preferred Stock (Details) - Schedule of three outstanding series of redeemable preferred stock [Line Items] | |||
Liquidation Preference | $ 16,447 | $ 4,000 | |
Redemption through issuance of Cash | 16,447 | ||
Redemption through issuance of Class A Common Stock | |||
Number of Class A Common Shares Issued (in Shares) | [1] | ||
[1] | Securities of the surviving company: SOC Telemed, Inc. |
Contingent Shares Issuance Li_3
Contingent Shares Issuance Liabilities (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 30, 2020 | Oct. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Contingent Shares Issuance Liabilities (Details) [Line Items] | ||||
Earnout period, description | If, during the Earnout Period, there is a change of control pursuant to which (a) the Company’s stockholders have the right to receive consideration attributing a value of at least $10.00 but less than $12.50 to each share of Class A common stock and (b) greater than fifty (50%) of the aggregate amount of such consideration is in the form of equity securities, then fifty percent (50%) of the Sponsor Earnout Shares shall be forfeited, and the portion of the remaining fifty percent (50%) of the Sponsor Earnout Shares determined by multiplying (i) fifty percent (50%) of the Sponsor Earnout Shares by (ii) the ratio that the aggregate consideration in the form of equity securities in such transaction bears to the aggregate amount of all consideration in such transaction (including cash and equity securities) shall, in connection with the consummation of such change of control, be converted into such equity securities and shall remain subject to vesting upon the occurrence of the same conditions during the Earnout Period. Additionally, if, during the Earnout Period, there is a change of control pursuant to which Company’s stockholders have the right to receive consideration attributing a value of less than $10.00 to each share of Class A common stock, then the Sponsor Earnout Shares shall be forfeited. | |||
Sponsor earnout shares percentage | 15.00% | |||
Non current liability contingent shares issuance liabilities percentage | 85.00% | |||
Sponsor earnout | 85.00% | 85.00% | ||
Estimated fair value | $ 15.2 | $ 1.1 | ||
Sponsor Earnout Shares previously deemed granted | 85.00% | |||
Estimated value | $ 11.4 | |||
Original employment agreement description | the former CEO’s employment was terminated on September 1, 2021 and based on his original employment agreement he holds these grants for 6 months after his termination date. Since the share price did not meet $12.50 during the period from September 1, 2021 through the end of the 6 months after his termination date, March 1, 2022, his deemed grants were forfeited in accordance with what is discussed in the first paragraph above. | |||
Contingent shares issuance liabilities | 100.00% | |||
Contingent shares issuance liabilities | $ 10.3 | 3.8 | ||
Liability granted | $ 1.5 | |||
Fair value estimated | 0.1 | 1.1 | ||
Gain shares issuance liabilities | $ 1 | $ 0.4 | ||
Private Placement [Member] | ||||
Contingent Shares Issuance Liabilities (Details) [Line Items] | ||||
Private placement warrants (in Shares) | 350,000 | 350,000 | ||
Strike price (in Dollars per share) | $ 11.5 | |||
Class A Common Stock [Member] | ||||
Contingent Shares Issuance Liabilities (Details) [Line Items] | ||||
Modified shares (in Shares) | 1,875,000 | |||
Weighted average closing sale price per share (in Dollars per share) | $ 15 | |||
Forfeited shares percentage | 50.00% | |||
Sales price (in Dollars per share) | $ 18 | $ 18 | ||
Option to repurchase per warrant (in Dollars per share) | $ 0.01 | $ 0.01 | ||
Class A Common Stock [Member] | HCMC's sponsor [Member] | ||||
Contingent Shares Issuance Liabilities (Details) [Line Items] | ||||
Forfeited shares percentage | 50.00% | |||
Weighted average closing sale price per share (in Dollars per share) | $ 12.5 |
Contingent Shares Issuance Li_4
Contingent Shares Issuance Liabilities (Details) - Schedule of contingent shares issuance liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of contingent shares issuance liabilities [Abstract] | ||
Contingent sponsor earnout shares | $ 1,075 | $ 11,364 |
Private placement warrants | 50 | 1,086 |
Balance as at | $ 1,125 | $ 12,450 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2017$ / sharesshares | Oct. 30, 2020$ / sharesshares | |
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||
Preference stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preference stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 99,274,594 | 74,898,380 | ||||||
Common stock, shares outstanding | 99,274,594 | 74,898,380 | ||||||
Number of vote | 1 | |||||||
Aggregate net proceeds (in Dollars) | $ | $ 51.5 | |||||||
Underwriting discounts and commissions (in Dollars) | $ | 3.2 | |||||||
Net offering expenses (in Dollars) | $ | $ 0.5 | |||||||
Description of credit facility | As discussed in Note 12, Debt, a portion of the proceeds were used to repay (i) $10.8 million of the term loan 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. | |||||||
Exchange ratio per share (in Dollars per share) | $ / shares | $ 0.4047 | |||||||
Merger transaction description. | As part of the Merger Transaction the following events occurred impacting Legacy SOC Telemed common stock: ● Treasury stock was retired. ● Series H preferred stock was partially redeemed in exchange for Class A common stock resulting in 10,600,347 shares of Class A common stock being issued to the previous Series H preferred stockholders. ● All vested stock options under the Legacy SOC Telemed 2014 Equity Incentive Plan were exercised into Class A common stock resulting in 2,643,694 shares of Class A common stock. ● All outstanding warrants to purchase shares of Legacy SOC Telemed common stock were exercised into Class A common stock resulting in 1,169,452 shares of Class A common stock. ● The Company issued 11,468,485 shares of Class A common stock and the Sponsor Earnout Shares to the former stockholders of HCMC for $ 64.6 million in cash. ● The Company issued 16,800,000 Class A common shares for $168,000,000 through the PIPE, as discussed in Note 4. Apart from the above Merger Transaction related activity, common warrants of Legacy SOC Telemed were exercised during 2020 resulting in 40,795 new shares of Legacy SOC Telemed common stock shares being issued prior to the Merger Transaction. | |||||||
Common stock, shares outstanding | 12,849,992 | |||||||
Common stock at an exercise price of per share (in Dollars per share) | $ / shares | $ 2.87 | |||||||
2015 Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants purchase share | 1 | |||||||
2017 and 2018 Series I Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock, shares issued | 124,105 | 62,057 | ||||||
Warrants converted into shares per share (in Dollars per share) | $ / shares | $ 0.02 | |||||||
Warrants, description | the Company issued an additional 124,105 Series I common warrants under the same terms, exercisable through April and August 2023. | The warrants were exercisable from the date of issuance through November and December 2022. | ||||||
2019 and 2020 Series J Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock, shares issued | 120,150 | 108,460 | ||||||
Warrants purchase share | 11 | |||||||
Warrants converted into shares per share (in Dollars per share) | $ / shares | $ 0.02 | |||||||
Warrants, description | the Company issued an additional 120,150 Series J common warrants under the same terms, exercisable from the date of issuance through June 2025. | |||||||
2020 Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock, shares issued | 12,849,992 | |||||||
Common stock at an exercise price of per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||
Warrants | 12,849,992 | 12,849,992 | ||||||
Warrant [Member] | 2020 Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants | 12,499,992 | |||||||
Private Placement [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants | 350,000 | |||||||
Private Placement [Member] | 2020 Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants | 350,000 | |||||||
Common Class A [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stock, shares issued | 99,274,594 | |||||||
Common stock, shares outstanding | 74,898,380 | |||||||
Class A common stock at an offering price | 9,200,000 | 10,600,347 | ||||||
Class A common stock at an offering price, per share (in Dollars per share) | $ / shares | $ 6 | |||||||
Purchase of additional shares | 1,200,000 | |||||||
Exchange ratio per share (in Dollars per share) | $ / shares | $ 0.4047 | |||||||
Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preference stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
Series H Warrants [Member] | 2015 Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants purchase share | 123,432 | |||||||
Series G Warrants [Member] | 2015 Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants purchase share | 851,718 | |||||||
Common Warrants [Member] | 2017 and 2018 Series I Common Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants purchase share | 9 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | Feb. 16, 2021USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Mar. 26, 2021 | Aug. 18, 2020 |
Stock-Based Compensation (Details) [Line Items] | ||||||
Exchange ratio | 0.4047 | |||||
Amount of remitted | $ 11,900,000 | |||||
Stock-based compensation expense | 800,000 | |||||
Option to purchase shares (in Shares) | shares | 922,221 | |||||
Stock-based compensation expense description | $ 7,400,000 | $ 14,814,000 | 17,909,000 | |||
Over weighted average period | 1 year 4 months 24 days | |||||
Weighted average period | 10 months 24 days | |||||
Selling and general expenses | $ 10,700,000 | |||||
Base full value award, percentage | 3.00% | |||||
Deemed grant of PSU shares, percentage | 15.00% | |||||
Award expense | $ 1,900,000 | 800,000 | ||||
Expense for RSUs | 6,400,000 | 10,700,000 | ||||
Intrinsic value of the outstanding RSUs | $ 4,100,000 | $ 0 | ||||
Granted shares (in Shares) | shares | ||||||
Unrecognized compensation expense cost | $ 12,400,000 | |||||
Weighted-average vesting period | 2 years 8 months 12 days | |||||
Option expenses | $ 100,000 | $ 0 | ||||
Intrinsic value of the options exercised | 100,000 | 38,400,000 | ||||
Intrinsic value of the RSUs vested | 3,500,000 | 10,700,000 | ||||
Intrinsic value of outstanding option | $ 0 | 7,400,000 | ||||
Business Combination [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Percentage of award stock units | 100.00% | 1.35% | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Granted number of shares (Restricted Stock Units) (in Shares) | shares | 4,484,383 | |||||
Granted shares (in Shares) | shares | 5,850,151 | |||||
Performance Shares [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Granted number of shares (Performance Stock Units) (in Shares) | shares | 1,197,140 | |||||
Granted shares (in Shares) | shares | 2,628,868 | |||||
Expense for PSUs | $ 900,000 | 0 | ||||
ESPP [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock-based compensation expense | 100,000 | |||||
Chief Executive Officer [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Liability-based awards accrued | $ 4,200,000 | |||||
Additional cash liability | $ 1,700,000 | |||||
Total cash liability | 5,900,000 | |||||
Grant date fair value | 2,700,000 | |||||
Class A Common Stock [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Amount of repurchased | $ 11,900,000 | |||||
Future Granted number of shares (in Shares) | shares | 1,621,563 | |||||
Employees have purchased shares (in Dollars per share) | $ / shares | $ 143,353 | |||||
Outstanding expense | $ 700,000 | |||||
Maximum [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Weighted average period | 5 years | |||||
Access Physicians Replacement Awards [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Recognized Expense | $ 1,300,000 | |||||
Compensation expense | $ 800,000 | |||||
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. | |||||
2020 Plan [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. | |||||
Future Granted number of shares (in Shares) | shares | 7,863,792 | |||||
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. |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 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) | 5 years | ||||
Risk-free interest rate | 0.40% | ||||
[1] | No new grants issued for the year ended December 31, 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 | 12 Months Ended | |
Dec. 31, 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 | ||
Outstanding, Number of RSUs balance | 3,496,358 | 281,250 |
Outstanding, Weighted-Average Fair Value balance | $ 3.7 | $ 7.13 |
Expected RSUs to vest, Number of RSUs | 2,955,869 | |
Expected RSUs to vest, Weighted- Average Fair Value | $ 3.66 | |
Granted, Number of RSUs | 5,850,151 | 1,342,570 |
Granted, Weighted-Average Fair Value | $ 5.57 | $ 9.95 |
Vested, Number of RSUs | (934,108) | (1,061,320) |
Vested, Weighted-Average Fair Value | $ 7.99 | $ 10.06 |
Forfeited, Number of RSUs | (1,700,935) | |
Forfeited, Weighted-Average Fair Value | $ 7.79 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of activity of PSUs | 12 Months Ended |
Dec. 31, 2021$ / 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 | 2,628,868 |
Granted, Weighted- Average Fair Value | $ / shares | $ 3.49 |
Vested, Number of PSUs | shares | |
Vested, Weighted- Average Fair Value | $ / shares | |
Forfeited, Number of PSUs | shares | (1,431,728) |
Forfeited, Weighted- Average Fair Value | $ / shares | $ 5.29 |
Outstanding PSUs, ending balance, Number of PSUs | shares | 1,197,140 |
Outstanding PSUs, ending balance, Weighted- Average Fair Value | $ / shares | $ 1.34 |
Expected PSUs to vest, Number of PSUs | shares | 1,146,462 |
Expected PSUs to vest, Weighted- Average Fair Value | $ / shares | $ 1.34 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of fair value of each grant estimated on grant date - Performance Shares [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 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) | [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) | $ 1.39 | ||
Expected volatility | 55.00% | ||
Expected term (in years) | 3 years | ||
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 | 75.00% | ||
Expected term (in years) | 3 years 6 months | ||
Risk-free interest rate | 0.91% | ||
[1] | No PSUs were issued for the year ended December 31, 2020. |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of stock option activity - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock option activity [Abstract] | ||
Number of Shares, Outstanding stock options shares Beginning Balance | 1,543,162 | 8,264,941 |
Weighted-Average Exercise Price, Beginning Balance | $ 3.05 | $ 3.11 |
Weighted-Average Remaining Contractual Term, Beginning Balance | 6 years 1 month 24 days | |
Number of Shares, Granted | ||
Weighted-Average Exercise Price, Granted | ||
Number of Shares, Exercised | (30,865) | (5,546,222) |
Weighted-Average Exercise Price, Exercised | $ 2.74 | $ 3.13 |
Number of Shares, Forfeited or expired | (841,641) | (1,175,557) |
Weighted-Average Exercise Price, Forfeited or expired | $ 2.99 | $ 3.18 |
Number of Shares, Outstanding stock options shares Ending Balance | 670,656 | 1,543,162 |
Weighted-Average Exercise Price ,Outstanding stock options | $ 3.1 | $ 3.05 |
Weighted-Average Remaining Contractual Term ,Outstanding stock options | 4 years 11 months 1 day | 7 years 1 month 2 days |
Number of Shares, Vested or expected stock options to vest | 644,764 | |
Weighted-Average Exercise Price, Vested or expected stock options to vest | $ 3.1 | |
Weighted-Average Remaining Contractual Term, Vested or expected stock options to vest | 4 years 11 months 1 day | |
Number of Shares, Exercisable | 367,808 | |
Weighted-Average Exercise Price, Exercisable | $ 3.17 | |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 2 months 12 days |
Employee Retirement Plans (Deta
Employee Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employee retirement plans | $ 1.5 | $ 1.2 |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (50,542) | $ (49,847) |
Preferred stock dividends | (96,974) | |
Numerator for Basic and Dilutive EPS –Loss available to common stockholders | $ (50,542) | $ (146,821) |
Denominator: | ||
Common stock | 91,321,642 | 41,102,162 |
Series I and Series J Common Warrants | 244,687 | |
Denominator for Basic and Dilutive EPS – Weighted-average common stock outstanding | 91,321,642 | 41,346,849 |
Basic net loss per share | $ (0.55) | $ (3.55) |
Diluted net loss per share | $ (0.55) | $ (3.55) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 20,189,942 | 16,268,154 |
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 | 12,849,992 |
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 | 670,656 | 1,543,162 |
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 | 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 | 3,235,774 | |
Unvested PSUs [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 1,197,140 | |
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 | |
Shares to be Purchased through ESPP [Member] | ||
Net Loss Per Share (Details) - Schedule of anti-dilutive common equivalent shares [Line Items] | ||
Total anti-dilutive common equivalent shares | 186,027 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Description of expiry of lease agreement | the Company leased four separate facilities under non-cancelable operating agreements expiring on December 31, 2021, October 31, 2022, June 30, 2024 and April 30, 2026, respectively. | |
Rent expense | $ 0.8 | $ 0.6 |
Telemedicine and Office Equipment [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] | |
2022 | $ 539 |
2023 | 548 |
2024 | 455 |
2025 | 260 |
2026 and thereafter | $ 80 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Gross federal net operating loss carryforwards | $ 273.6 | $ 121 |
Gross state net operating loss carryforward | $ 176.3 | |
Percentage of ownership | 5.00% | |
Percentage of lowest ownership | 50.00% | |
Increasing the loss carryback period | 5 years |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of the provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | ||
State | (117) | (31) |
Current, total | (117) | (31) |
Deferred: | ||
Federal | 231 | |
State | 38 | |
Deferred, total | 269 | |
Income tax benefit (expense) | $ 152 | $ (31) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of the Company’s net deferred tax asset balance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 71,119 | $ 56,300 |
Deferred revenue | 271 | 171 |
Stock options and warrants | 43 | 22 |
Restricted stock units | 383 | 315 |
Other | 1,367 | 426 |
Total deferred tax assets | 73,183 | 57,234 |
Less: valuation allowance | (68,212) | (53,513) |
Net deferred tax assets before deferred tax liabilities | 4,971 | 3,721 |
Deferred tax liabilities: | ||
Intangible assets | (1,108) | (1,448) |
Property and equipment | (74) | |
Capitalized software costs and other | (2,029) | (2,199) |
Partnership basis | (1,834) | |
Total deferred tax liabilities | (4,971) | (3,721) |
Net deferred tax assets |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule the Company’s tax rate reconciliation | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule the Company’s tax rate reconciliation [Abstract] | ||
Statutory US federal rate | 21.00% | 21.00% |
Stock-based compensation | (2.00%) | 14.80% |
Sec.162(m) | (2.00%) | (6.10%) |
State and local income taxes | 2.90% | 1.30% |
Change in valuation allowance | (29.00%) | (32.60%) |
Change in fair value of contingent shares issuance liabilities and contingent consideration | 6.00% | 1.60% |
Other | 3.40% | (0.10%) |
Effective tax rate | 0.30% | (0.10%) |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Oct. 30, 2020 | Sep. 03, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Aug. 14, 2020 | |
Related Party Transactions [Abstract] | ||||||
Sponsor earnout shares (in Shares) | 1,875,000 | |||||
Related party transaction rate in percentage | 50.00% | |||||
Common stock per share (in Dollars per share) | $ 12.5 | |||||
Forfeited in percentage | 50.00% | |||||
Common stock per shares (in Dollars per share) | $ 15 | |||||
Redeemable preferred stock shares (in Shares) | 11,000 | |||||
Committing funds amount | $ 15 | |||||
Aggregate principal amount | $ 2 | $ 8 | ||||
Convertible promissory amount | $ 15 | $ 6 | ||||
Debt instrument, subordinated note | $ 13.5 |
Restructuring Plan (Details)
Restructuring Plan (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Oct. 28, 2021 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | ||
Reduction in non-clinical headcount percentage | 12.00% | |
Severance costs | $ 1.8 | |
ASC 420 lease termination costs | $ 0.1 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts (Details) - Schedule of the allowance for doubtful accounts and deferred tax asset valuation allowance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of the allowance for doubtful accounts and deferred tax asset valuation allowance [Abstract] | ||
Allowance for doubtful accounts, Balance at the beginning of the period | $ 447 | $ 538 |
Allowance for doubtful accounts, Additions | 246 | 85 |
Allowance for doubtful accounts, Deductions | (292) | (176) |
Allowance for doubtful accounts, Balance at the end of the period | 401 | 447 |
Deferred tax asset valuation allowance, Balance at the beginning of the period | 53,513 | 37,280 |
Deferred tax asset valuation allowance, Additions | 16,533 | 17,041 |
Deferred tax asset valuation allowance, Deductions | (1,834) | (808) |
Deferred tax asset valuation allowance, Balance at the end of the period | $ 68,212 | $ 53,513 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Feb. 02, 2022USD ($) |
Subsequent Events (Details) [Line Items] | |
Cash received | $ 3 |
Contractual termination fee | $ 11,500,000 |