SOC Telemed Reports Third Quarter 2020 Results

RESTON, Va., Nov. 16, 2020 /PRNewswire/ -- SOC Telemed, Inc. (Nasdaq: TLMD), the largest national provider of acute care telemedicine, today announced its pre-acquisition results for its third quarter ended September 30, 2020.

"I'm pleased to report that we delivered strong third-quarter results, achieved record levels of bookings, added several new customers, and expanded our relationships with existing customers. During the quarter, we also completed our business combination and have since begun trading on the Nasdaq," said John Kalix, CEO of SOC Telemed.

Mr. Kalix continued, "We have seen utilization levels rebound from the early days of the pandemic and remain optimistic about our full-year revenue outlook. We are a leader in the acute telemedicine market and our 2020 guidance reflects that we expect to continue to build on our momentum from the third quarter to finish out the year strong."

Mr. Hai Tran, Chief Operating Officer and Chief Financial Officer of SOC Telemed commented, "Utilization has rebounded from the lows we experienced in the early days of the pandemic and despite the recent increases in COVID-19 cases, utilization of our core services remains stable as Hospitals adapt to operating in a post pandemic environment."

Third Quarter Highlights
Financial performance for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.

    --  Bookings of $2.6 million compared to $1.7 million, a 54% increase
        primarily driven by the increased interest in telemedicine and overall
        momentum in the business.
    --  Revenue was $15.1 million compared to $17.1 million, an 11% decrease due
        to lower utilization resulting from a decrease in hospital visits due to
        the COVID-19 pandemic.
    --  GAAP gross profit was $5.6 million compared to $7.2 million and adjusted
        gross profit (non-GAAP) was $6.6 million compared to $8.0 million.
    --  GAAP gross margin was 37.0% compared to 42.2% and adjusted gross margin
        (non-GAAP) as 44% compared to 47%. Despite the COVID-19 impact to
        revenue, the Company was able to partially offset margin pressure by
        leveraging costs.
    --  Net loss of $(9.7) million compared to a loss of $(3.3) million.
    --  Adjusted EBITDA was a loss of $(2.9) million compared to positive $0.5
        million as SOC continues to increase its investments in its go-to-market
        functions and preparations to become a public company.
    --  On a pro forma basis, total cash was $47.4 million as of September 30,
        2020.

Year-to-Date Highlights
Performance for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Core consults are defined as consultations utilizing core services, including teleNeurology, telePsychiatry and teleICU solutions.

    --  Bookings of $8.3 million compared to $4.1 million, a 103% increase.
    --  Core revenue per core consult of $424 compared to $399, a 6% increase.
    --  Core consults of 98,686 compared to 121,894, a 19% decrease.

2020 Outlook
For the full year 2020, the Company continues to expect:

    --  Bookings in the range of $11.5 to $12.5 million
    --  Revenue of approximately $57.3 million
    --  Adjusted EBITDA of approximately ($11.1) million

Conference Call Details
The third quarter 2020 earnings conference call and webcast will be held Monday, November 16, 2020 at 5:00 p.m. ET. The conference call can be accessed by dialing 1-877-870-4263 for U.S. participants, or 1-412-317-0790 for international participants, and referencing the "SOC Telemed call"; or via a live audio webcast available on the Investor Relations section of the Company website at investors.soctelemed.com. A webcast replay will be available for on-demand listening shortly after the completion of the call at the same web link.

About SOC Telemed
SOC Telemed (SOC) is the largest national provider of telemedicine technology and solutions to hospitals, health systems, post-acute providers, physician networks, and value-based care organizations. Built on proven and scalable infrastructure as an enterprise-wide solution, SOC's technology platform, Telemed IQ, rapidly deploys and seamlessly optimizes telemedicine programs across the continuum of care. SOC provides a supportive and dedicated partner presence, virtually delivering patient care through teleNeurology, telePsychiatry and teleICU, enabling healthcare organizations to build sustainable telemedicine programs in any clinical specialty. SOC enables organizations to enrich their care models and touch more lives by supplying healthcare teams with industry-leading solutions that drive improved clinical care, patient outcomes, and organizational health. The company was the first provider of acute clinical telemedicine services to earn The Joint Commission's Gold Seal of Approval and has maintained that accreditation every year since inception. For more information, visit www.soctelemed.com.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify these forward-looking statements by the use of terms such as "expect," "will," "continue," or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to: the statements under "2020 Outlook," including expectations relating to bookings and revenue; statements regarding relationships with customers and business momentum; and any other statements of expectation or belief. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this press release. Such risk factors include, but are not limited to, those related to: the current and future impact of the COVID-19 pandemic on SOC Telemed's business and industry; the effects of competition on the future business of SOC Telemed; uncertainty regarding the demand for and market utilization of its solution; returns on investments in its business; the ability to maintain customer relationships; difficulties maintaining and expanding its network of qualified physicians and other provider specialists; disruptions in SOC Telemed's relationships with affiliated professional entities or third party suppliers or service providers; general business and economic conditions; the ability of SOC Telemed to successfully execute strategic plans; the timing and market acceptance of new solutions or success of new enhancements, features modifications to existing solutions and the degree to which they gain acceptance. Additional information concerning these and other risk factors is contained in the Risk Factors section of SOC's most recent report on Form 10-Q. SOC Telemed assumes no obligation, and does not intend, to update these forward-looking statements as a result of future events or developments.

Use of Non-GAAP Financial Information

We believe that, in addition to our financial results determined in accordance with GAAP, adjusted gross profit (non-GAAP), adjusted gross margin (non-GAAP), and adjusted EBITDA, all of which are non-GAAP financial measures, are useful in evaluating our business, results of operations, and financial condition. However, our use of the terms adjusted gross profit, adjusted gross margin and adjusted EBITDA may vary from that of others in our industry. Adjusted gross profit, adjusted gross margin and adjusted EBITDA should not be considered as an alternative to gross profit, net loss, net loss per share or any other performance measures derived in accordance with GAAP as measures of performance. Adjusted gross profit, Adjusted gross margin and adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

    --  adjusted EBITDA does not reflect the significant interest expense on our
        debt;
    --  although depreciation and amortization are non-cash charges, the assets
        being depreciated and amortized will often have to be replaced in the
        future, and adjusted gross profit, adjusted gross margin and adjusted
        EBITDA do not reflect any expenditures for such replacements; and
    --  other companies in our industry may calculate these financial measures
        differently than we do, limiting their usefulness as comparative
        measures.

We compensate for these limitations by using these non-GAAP financial measures along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include gross profit, net loss, net loss per share and other performance measures. In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. When evaluating our performance, you should consider these non-GAAP financial measures alongside other financial performance measures, including the most directly comparable GAAP measures set forth in the reconciliation tables below and our other GAAP results.

Our non-GAAP financial measures are described as follows:

Adjusted gross profit and adjusted gross margin. Adjusted gross profit is defined as revenues less cost of revenues plus depreciation and amortization plus equipment leasing costs. Adjusted gross margin is adjusted gross profit divided by revenue.

Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) before interest, taxes, stock-based compensation, gain or loss on puttable options, depreciation and amortization and integration, acquisition, transaction and executive severance costs.

Readers are encouraged to review the reconciliation of our non-GAAP financial measures to the comparable GAAP results, which is attached to this earnings release and which can be found on SOC Telemed's investor relations page of its website at: investors.soctelemed.com.


                                                                                         
            
              Specialists On Call, Inc. and Subsidiaries and Affiliates
                                                                                                            
              CONSOLIDATED BALANCE SHEETS
                                                                                                
              (In thousands, except shares and per share amounts)
                                                                                                                    
              (Unaudited)

                                                                                                                              ---




     
              ASSETS                                                                                                                                                     
     
     September 30,    
     
     December 31,
                                                                                                                                                                                            2020                2019

                                                                                                                                                                                                                ---


     
              CURRENT ASSETS



     Cash and cash equivalents (from Variable interest entities $1,589 and $3,509, respectively)                                                                                         $2,395              $4,541


      Accounts receivable, net of allowance for doubtful accounts of $458 and $538 (from Variable interest entities, net of allowance $8,339 and $10,125,
       respectively)                                                                                                                                                                       8,820              10,545



     Prepaid expenses and other current assets                                                                                                                                            3,611                 843




     Total current assets                                                                                                                                                                14,826              15,929





     Property and equipment, net                                                                                                                                                          3,905               2,387



     Capitalized software costs, net                                                                                                                                                      8,669               7,647



     Intangible assets, net                                                                                                                                                               6,348               7,429



     Goodwill                                                                                                                                                                            16,281              16,281



     Deposits and other assets                                                                                                                                                              289                 321




     
              Total assets                                                                                                                                                            $50,318             $49,994

                                                                                                                                                                                                                ===




     
              LIABILITIES AND STOCKHOLDERS' DEFICIT



     
              Current liabilities



     Accounts payable (from Variable interest entities $868 and $1,882, respectively)                                                                                                    $4,581              $3,435



     Accrued expenses (from Variable interest entities $1,948 and $1,226, respectively)                                                                                                  10,051               6,078



     Deferred revenues                                                                                                                                                                      523                 516



     Capital lease obligations                                                                                                                                                                9                  48



     Total current liabilities                                                                                                                                                           15,164              10,077





     Puttable option liabilities                                                                                                                                                            518                   1



     Deferred revenues                                                                                                                                                                    1,013                 807



     Related party - Convertible bridge notes payable, net of unamortized issuance costs                                                                                                  3,982                   -



     Long term debt, net of unamortized discount and debt issuance costs                                                                                                                 80,523              77,140



     
              Total liabilities                                                                                                                                                      $101,200             $88,025



     
              COMMITMENTS AND CONTINGENCIES (Note 11)


                 CONTINGENTLY REDEEMABLE PREFERRED STOCK (Redeemable convertible preferred stock, $0.001 par value; 21,816,134 and 21,805,134 shares authorized as of
                  September 30, 2020 and December 31, 2019, respectively; 21,816,134 and 21,805,134 shares issued and outstanding as of September 30, 2020 and December 31,
                  2019 respectively; aggregate liquidation preference of $79,094 and, $62,466 as of September 30, 2020 and December 31, 2019 respectively).                               78,514              61,907



     
              STOCKHOLDERS' DEFICIT


      Common stock, $0.001 par value; 132,034,637 and 132,034,637 shares authorized as of September 30, 2020 and December 31, 2019; 84,370,027 and 84,370,027
       shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively.                                                                                               84                  84



     Treasury stock 223,157 shares, at cost, as of September 30, 2020 and December 31, 2019                                                                                               (768)              (768)



     Additional paid-in capital                                                                                                                                                          82,728              87,118



     Accumulated deficit                                                                                                                                                              (211,440)          (186,372)




     
              Total stockholders' deficit                                                                                                                                           (129,396)           (99,938)



     
              Total liabilities, contingently redeemable preferred stock and stockholders' deficit


                                                                                                                                                
            
              $50,318              $49,994

                                                                                                                                                                        ---                                          ---


                                                               
              
              Specialists On Call, Inc. and Subsidiaries and Affiliates
                                                                               
              CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                        
              (In thousands, except shares and per share amounts)
                                                                                          
                (Unaudited)

                                                                                                    ---



                                                                                                                                                       Three Months Ended                       Nine Months Ended
                                                                                                                                         September 30,                  September 30,


                                                                                                                                              2020               2019                      2020                      2019

                                                                                                                                                                                                                   ---


              
                Revenues                                                                                                       $15,132            $17,052                   $43,493                   $49,615



              
                Cost of revenues                                                                                                 9,534              9,853                    29,277                    30,251





              
                Operating expenses



              Selling, general and administrative                                                                                          11,993              8,135                    30,267                    25,805



              Changes in fair value of contingent consideration                                                                                               (258)                                           (1,712)




              Total operating expenses                                                                                                     11,993              7,878                    30,267                    24,093

                                                                                                                                                                                                                   ---


              Loss from operations                                                                                                        (6,395)             (678)                 (16,051)                  (4,729)





              
                Other income (expense)



              Gain (Loss) on puttable option liabilities                                                                                    (412)                                      (517)                        -



              Interest expense                                                                                                            (2,853)           (2,650)                  (8,469)                  (7,495)



              Interest expense - Related party                                                                                               (21)                                       (21)                        -




              Total other expense                                                                                                         (3,286)           (2,650)                  (9,007)                  (7,495)

                                                                                                                                                                                                                   ---


              Loss before income taxes                                                                                                    (9,681)           (3,328)                 (25,058)                 (12,224)





              
                Income tax expense                                                                                                   7                  2                        10                         5





              
                Net loss and comprehensive loss                                                                               $(9,688)          $(3,330)                $(25,068)                $(12,229)




              Accretion of redeemable convertible preferred stock                                                                         (2,152)           (1,412)                  (5,670)                  (4,054)

                                                                                                                                                                                                                   ---


              
                Net loss attributable to common stockholders                                                                 $(11,840)          $(4,742)                $(30,738)                $(16,283)





              
                Net loss per share attributable to common stockholders



              Basic                                                                                                                       $(0.14)           $(0.06)                  $(0.36)                  $(0.19)



              Diluted                                                                                                                     $(0.14)           $(0.06)                  $(0.36)                  $(0.19)



              
                Weighted-average shares used to compute net loss per
    share attributable to common stockholders:



              Basic                                                                                                                    84,874,870         84,581,205                84,874,870                84,581,205



              Diluted                                                                                                                  84,874,870         84,581,205                84,874,870                84,581,205


                                                    
              
                Specialists On Call, Inc. and Subsidiaries and Affiliates
                                                                    
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                               
                (In thousands)
                                                                                 
                (Unaudited)

                                                                                           ---



                                                                                                                                                Nine Months Ended September 30,



     
                Cash flows from operating activities:                                                                                   2020                                       2019




     Net loss                                                                                                                        $(25,068)                                 $(12,229)



     Adjustments to reconcile net loss to net cash used in operating activities



     Depreciation and amortization                                                                                                       4,008                                      3,150



     Stock-based compensation                                                                                                            1,280                                      1,115



     Loss on puttable option liabilities                                                                                                   517



     Change in fair value of contingent consideration                                                                                                                            (1,712)



     Bad debt expense                                                                                                                       64                                        150



     Accrued interest on convertible bridge debt (related party)                                                                            21



     Paid-in kind interest on senior debt                                                                                                2,310                                      2,055



     Amortization of debt issuance costs and accretion of original issuance discount                                                     1,073                                        920



     Change in assets and liabilities, net of acquisitions



     Accounts receivable, net of allowance                                                                                               1,661                                      (262)



     Prepaid expense and other current assets                                                                                            (599)                                      (32)



     Deposits and other assets                                                                                                              32



     Accounts payable                                                                                                                      891                                        214



     Accrued expenses and other liabilities                                                                                              1,657                                    (2,012)



     Deferred revenues                                                                                                                     213                                       (93)

                                                                                                                                                                                      ---


     Net cash used in operating activities                                                                                            (11,940)                                   (8,736)





     
                Cash flows from investing activities:



     Capitalization of software development costs                                                                                      (3,252)                                   (3,002)



     Purchase of property and equipment                                                                                                (1,724)                                     (973)



     Net cash used in investing activities                                                                                             (4,976)                                   (3,975)





     
                Cash flows from financing activities:



     Principal payments under capital lease obligations                                                                                   (66)                                     (104)



     Proceeds from long term debt, net of issuance costs                                                                                 3,961                                     12,867



     Exercise of stock options                                                                                                                                                        19



     Payment of deferred transaction related costs                                                                                        (63)



     Issuance of contingently redeemable preferred stock, net of offering costs                                                         10,938

                                                                                                                                                                                      ---


     Net cash provided by financing activities                                                                                          14,770                                     12,782



     NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                                             5(2,146)                                        771



     
                Cash and cash equivalents at beginning of the period                                                                   4,541                                      3,989

                                                                                                                                                                                      ---


     
                Cash and cash equivalents at end of the period                                                                        $2,395                                     $4,060


                                                                                                                                                                                              
              
                Specialists On Call, Inc. and Subsidiaries and Affiliates
                                                                                                                                                                                                     
                RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
                                                                                                                                                                                                
                (In thousands
                , except per share data
                )
                                                                                                                                                                                                                          
                (Unaudited)




                                                                        Three Months Ended         
              
            Nine Months                                                      Three Months Ended                                                                         Nine Months
                                                               September 30,,                               Ended                                                      September 30,                                                                                      Ended
                                                                                                   September 30,                                                                                                                                                September 30,



                                                     2020                                    2019                 2020                                     2019                                     2020                                                                   2019                       2020                                2019



                                                                                                                                                                                              Change                                                              % Change                     Change                            % Change



                                                                                                                           
              
          (dollars in thousands)

                                                                                                                                          ---


           Revenues                                                    $
              15,132                                          $
        17,052                                                                       $
              43,493                                                                         $
          49,615                  $
         (1,920)         (11)     $
         (6,122)         (12)
                                                                                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                                                                                                           %



           Cost of revenues                                                         9,534                                                 9,853                                                                                   29,277                                                                                 30,251                           (319)          (3)              (974)          (3)
                                                                                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                                                                                                           %




           Gross profit                                                             5,598                                                 7,199                                                                                   14,216                                                                                 19,364                         (1,601)         (22)            (5,148)         (27)
                                                                                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                                                                                                           %



           Add:



           Depreciation and amortization (a)                                        1,004                                                   719                                                                                    2,807                                                                                  1,898                             285            40                 909            48
                                                                                                                                                                                                                                                                                                                                                                           %                               %



           Equipment leasing costs (b)                                                 15                                                    61                                                                                       57                                                                                    208                            (46)         (75)              (151)         (73)
                                                                                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                                                                                                           %




           
                Adjusted gross profit              $
              
                6,617                              $
              
          7,979                                                          $
              
                17,080                                                                  $
        
            21,470                         (1,362)         (17)            (4,390)         (20)
                                                                                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                                                                                                           %




           
                Adjusted gross margin                                          44                                                    47                                                                                       39                                                                                     43
                                                                                           %                                                     %                                                                                       %                                                                                     %
      (as a percentage of revenues)






                                                   
            
                Three Months            
             
            Nine Months                                                      Three Months Ended                                                                         Nine Months
                                                                 Ended                                 Ended                                                     September 30,                                                                                      Ended
                                                             September 30,                         September 30,                                                                                                                                                September 30,



                                                     2020                                    2019                 2020                                     2019                                     2020                                                                   2019                       2020                                2019



                                                                                                                                                                                              Change                                                              % Change                     Change                            % Change



                                                                                                                           
              
          (dollars in thousands)

                                                                                                                                          ---


           Net loss                                                   $
              (9,688)                                        $
        (3,330)                                                                    $
              (25,068)                                                                       $
         (12,229)                  $
        (6,358)          191      $
        (12,839)          105
                                                                                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                                                                                                           %



           Add:



           Interest expense (c)                                                     2,874                                                 2,650                                                                                    8,490                                                                                  7,495                             224             8                 995            13
                                                                                                                                                                                                                                                                                                                                                                           %                               %



           Income tax expense (benefit) (d)                                             7                                                     2                                                                                       10                                                                                      5                               5           250                   5           100
                                                                                                                                                                                                                                                                                                                                                                           %
                                                                                                                                                                                                                                                                                                                                                                                                           %



           Depreciation and amortization (a)                                        1,401                                                 1,130                                                                                    4,008                                                                                  3,150                             271            24                 858            27
                                                                                                                                                                                                                                                                                                                                                                           %                               %



           Stock-based compensation (e)                                             1,033                                                   252                                                                                    1,280                                                                                  1,115                             781           310                 165            15
                                                                                                                                                                                                                                                                                                                                                                           %                               %



           Gain/(Loss) on puttable option                                             412                                                                                                                                           517                                                                                                                   412     
        *                   517      
        *
      revaluation (f)



           Changes in fair value of contingent                                                                                           (258)                                                                                                                                                                       (1,712)                            258     
        *                 1,712      
        *
      consideration (g)



           Integration, acquisition, transaction,                                   1,018                                                    31                                                                                    3,521                                                                                  1,050                             987         3,184               2,471           235

                                                                                                                                                                                                                                                                                                                                                                           %                               %
      and severance costs (h)




           
                Adjusted EBITDA                  $
              
                (2,943)                               $
              
          477                                                         $
              
                (7,242)                                                                $
         
           (1,126)                        (3,420)        (717)            (6,116)          543

                                                                                                                                                                                                                                                                                                                                                                           %                               %






           *        Percentage not meaningful


                                                                 Three Months Ended September 30,



                                                         2020                     2019               Change % Change



                                                       
          
          (dollars in thousands)




     Selling, general and administrative expenses (1)        $
        11,993                        $
     8,135           $
     3,858   47
                                                                                                                              %





     Sales and marketing                                            1,936                           1,364                572   42
                                                                                                                              %



     Research and development                                         398                             270                128   47
                                                                                                                              %



     Operations                                                     2,357                           1,991                366   18
                                                                                                                              %



     General and administrative                                     7,302                           4,510              2,792   62
                                                                                                                              %



                                                              $
        11,993                        $
     8,135           $
     3,858   47
                                                                                                                              %



     (1)           Selling, general, and administrative expenses include the following expenses for the periods presented:




                                                                                                                            Three Months Ended September 30, 2020                                                         Three Months Ended September 30, 2019



                                                                                                  Stock-Based                            Depreciation and             Integration                           Stock-Based                    Depreciation and     Integration
                                                                                       Amortization                                                                                              Amortization
                                                                                                  Compensation                                                           Costs                              Compensation                                           Costs



                                                                                                                                                                  
     
              (dollars in thousands)




     Sales and marketing                                                                                                                   $
              3                                                    
              $                                                   
        $                     $
     100     
       $       
        $    -



     Research and development                                                                               8                                                                                                                                                                                8



     Operations                                                                                            10                                                                                                                                                                               11



     General and administrative                                                                         1,012                                                                                                        397                                                     1,018           133             411           31



                                                                                                                                        $
              1,033                                                                                    $
              397                        $
     1,018      $
     252           $
       411     $
       31


                                                                                  Three Months Ended September 30,



                                                                         2020                       2019                Change % Change



                                                                       
           
           (dollars in thousands)




              Selling, general and administrative expenses excluding          $
         9,545                         $
      7,441           $
     2,104   28
                                                                                                                                                 %
    stock based compensation, depreciation and
    amortization and integration costs





              Sales and marketing                                                    1,933                             1,264                669   53
                                                                                                                                                 %



              Research and development                                                 390                               262                128   49
                                                                                                                                                 %



              Operations                                                             2,347                             1,980                367   19
                                                                                                                                                 %



              General and administrative                                             4,875                             3,935                940   24
                                                                                                                                                 %



                                                                               $
         9,545                         $
      7,441           $
     2,104   28
                                                                                                                                                 %







                                                                                  Nine Months Ended September 30,



                                                                         2020                       2019                Change % Change



                                                                      
           
           (dollars in thousands)




              Selling, general and administrative expenses (1)               $
         30,267                        $
      25,805           $
     4,462   17
                                                                                                                                                 %





              Sales and marketing                                                    4,920                             5,122              (202) (4)

                                                                                                                                                 %



              Research and development                                                 940                               827                113   14
                                                                                                                                                 %



              Operations                                                             6,539                             5,916                623   11
                                                                                                                                                 %



              General and administrative                                            17,868                            13,940              3,928   28
                                                                                                                                                 %



                                                                              $
         30,267                        $
      25,805           $
     4,462   17
                                                                                                                                                 %



     (1)           Selling, general, and administrative expenses include the following expenses for the periods presented:




                                                                                                     Nine Months Ended September 30, 2020                                                   Nine Months Ended September 30, 2019



                                                                                                  Stock-Based                            Depreciation and                       Integration                          Stock-Based Depreciation and         Integration
                                                                                       Amortization                                                       Amortization
                                                                                                  Compensation                                                         Costs                             Compensation                             Costs



                                                                                                                                             
              
            (dollars in thousands)




     Sales and marketing                                                                                           $
              18                                    
              $                                                                                
        $                $
     671        
     $           
      $      -



     Research and development                                                                              48                                                                                                                                                              38



     Operations                                                                                            45                                                                                                                                                              34



     General and administrative                                                                         1,169                                                               1,201                                                                      3,521                372               1,252          1,050



                                                                                                                 $
              1,280                                                                     $
              1,201                                        $
        3,521      $
     1,115            $
     1,252       $
      1,050


                                                                                Nine Months Ended September 30,



                                                                        2020                    2019                Change % Change



                                                                      
          
         (dollars in thousands)




              Selling, general and administrative expenses excluding        $
       24,265                        $
     22,388           $
     1,877    8
                                                                                                                                             %
    stock based compensation, depreciation and
    amortization and integration costs





              Sales and marketing                                                 4,902                            4,451                451   10
                                                                                                                                             %



              Research and development                                              892                              789                103   13
                                                                                                                                             %



              Operations                                                          6,494                            5,882                612   10
                                                                                                                                             %



              General and administrative                                         11,977                           11,266                711    6
                                                                                                                                             %



                                                                             $
       24,265                        $
     22,388           $
     1,877    8
                                                                                                                                             %


                              Explanation of Non-GAAP Adjustments






               (a)               Amortization and depreciation
                                  consists primarily of depreciation
                                  of fixed assets, amortization of
                                  capitalized software development
                                  costs and amortization of
                                  acquisition-related intangible
                                  assets, such as customer
                                  relationships, non-compete
                                  agreements, and trade names
                                  acquired in connection with
                                  business combinations. While
                                  depreciation and amortization are
                                  non-cash charges, the assets being
                                  depreciated or amortized will often
                                  have to be replaced or updated in
                                  the future, and these measures do
                                  not reflect any cash requirements
                                  for these replacements or updates.
                                  Additionally, we incur amortization
                                  of acquisition-related intangible
                                  assets based on the portion of the
                                  purchase price allocated to
                                  intangible assets and the estimated
                                  useful lives of such assets.
                                  However, the purchase price
                                  allocated to these assets is not
                                  necessarily reflective of the cost
                                  we would incur to internally
                                  develop the intangible asset and we
                                  do not believe these charges are
                                  reflective of our operating results
                                  in the period incurred. We
                                  eliminate these non-cash charges
                                  from our non-GAAP operating
                                  results to facilitate an
                                  understanding of our operating and
                                  financial performance from period-
                                  to-period.




               (b)               Equipment leasing costs consist of
                                  the cost of procuring equipment
                                  through lease financing. We ceased
                                  this practice in the second quarter
                                  of 2017. We eliminate these charges
                                  from our non-GAAP operating
                                  results to facilitate an
                                  understanding of our operating and
                                  financial performance from period-
                                  to-period.




               (c)               Interest expense consists primarily
                                  of interest incurred on our
                                  outstanding indebtedness and non-
                                  cash interest related to the
                                  amortization of debt discount and
                                  issuance costs associated with our
                                  term loan agreement. We eliminate
                                  these cash and non-cash expenses
                                  from our non-GAAP operating
                                  results to facilitate an
                                  understanding of our operating and
                                  financial performance from period-
                                  to-period within our presentation
                                  of adjusted EBITDA. Adjusted EBITDA
                                  is widely used by investors to
                                  measure a company's operating
                                  performance without regard to
                                  items, such as interest benefit and
                                  expense, income tax benefit and
                                  expense, depreciation and
                                  amortization, stock-based
                                  compensation, and other charges and
                                  income. We believe adjusted EBITDA
                                  is useful in evaluating our
                                  operating performance compared to
                                  that of other companies in our
                                  industry as this metric generally
                                  eliminates the effects of certain
                                  items that may vary from company to
                                  company for reasons unrelated to
                                  overall operating performance.




               (d)               We incur income tax expenses or
                                  benefits that are related to prior
                                  periods. We eliminate these
                                  expenses from our non-GAAP
                                  operating results to facilitate an
                                  understanding of our operating and
                                  financial performance from period-
                                  to-period within our presentation
                                  of adjusted EBITDA.




               (e)               Stock-based compensation expense
                                  consists primarily of expenses for
                                  stock options. Although stock-
                                  based compensation is a key
                                  incentive offered to our employees,
                                  we continue to evaluate our
                                  operating and financial performance
                                  excluding stock-based compensation
                                  expenses. Stock-based compensation
                                  expenses will recur in future
                                  periods. We evaluate our
                                  performance both with and without
                                  these measures because stock-based
                                  compensation is a non-cash expense
                                  and can vary significantly over
                                  time based on the timing, size,
                                  nature and design of the awards
                                  granted, and is influenced in part
                                  by certain factors that are
                                  generally beyond our control, such
                                  as the volatility of the market
                                  value of our common stock. In
                                  addition, we eliminate stock-based
                                  compensation expense from our non-
                                  GAAP operating results to
                                  facilitate an understanding of our
                                  operating and financial performance
                                  from period-to-period.




               (f)               Gain (loss) on puttable option
                                  liabilities consists of changes in
                                  the fair value of puttable option
                                  liabilities. We eliminate these
                                  non-cash expenses from our non-
                                  GAAP operating results to
                                  facilitate an understanding of our
                                  operating and financial performance
                                  from period-to-period.




               (g)               Changes in fair value of contingent
                                  consideration consists of the
                                  change in fair value of contingent
                                  consideration associated with a
                                  business combination in August
                                  2018.




               (h)               Integration, acquisition,
                                  transaction and executive severance
                                  costs represent the transaction and
                                  business integration costs related
                                  to our recent business combination
                                  with Healthcare Merger Corp.,
                                  including incremental expenses
                                  incurred to affect business
                                  combinations such as advisory,
                                  legal, accounting, valuation, and
                                  other professional or consulting
                                  fees, as well as other related
                                  incremental executive severance
                                  costs. We exclude these costs from
                                  our non-GAAP results as they have
                                  no direct correlation to the
                                  operation of our business, and
                                  because we believe that the non-
                                  GAAP financial measures excluding
                                  these costs provide useful
                                  information about our spending
                                  trends to facilitate an
                                  understanding of our operating and
                                  financial performance from period-
                                  to-period.

Media Relations:
Lauren Shankman
Trevelino/Keller
lshankman@trevelinokeller.com

Investor Relations:
Bob East or Jordan Kohnstam
Westwicke, an ICR company
SOCIR@westwicke.com
(443) 213-0500

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SOURCE SOC Telemed