UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2018

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-37477

TELADOC, INC.

(Exact name of registrant as specified in its charter)

Delaware		04-3705970
(State of incorporation)		(I.R.S. Employer Identification No.)

2 Manhattanville Road, Suite 203
Purchase, New York		10577
(Address of principal executive office)		(Zip code)

(203) 635-2002

(Registrant’s telephone number including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer	☐☒	Accelerated filer	☒☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company ☒☐			(Do not check if a smaller reporting company)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

As of ~~October~~July 30, ~~2017,~~2018, the Registrant had ~~56,961,275~~69,542,584 shares of Common Stock outstanding.

Table of Contents

TELADOC, INC.

QUARTERLY REPORT ON FORM 10-Q

For the period ended ~~September~~June 30, ~~2017~~2018

TABLE OF CONTENTS

		Page Number

PART I	Financial Information	12
Item 1.	Financial Statements	12
	Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2018 (unaudited) and December 31, ~~2016~~2017	12
	Consolidated Statements of Operations (unaudited) for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~	2
	~~Consolidated Statements of Comprehensive (Loss) Income (unaudited) for the quarters and nine months ended September 30,~~ 2017 ~~and 2016~~	3
	Consolidated ~~Statement~~Statements of ~~Stockholders’ Equity~~Comprehensive Loss (unaudited) for the ~~nine~~quarters and six months ended ~~September~~June 30, 2018 and 2017	4
	Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3439
Item 4.	Controls and Procedures	3539
PART II	Other Information	3640
Item 1.	Legal Proceedings	3640
Item 1A.	Risk Factors	3640
Item 6.	Exhibits and Reports on Form 8-K	3740
Exhibit Index		3841
Signatures		4144

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

TELADOC, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, unaudited)

September 30,

December 31,

2017

2016

Assets

Current assets:

Cash and cash equivalents

$
83,119

$
50,015
Short-term marketable securities

89,758

15,793
Accounts receivable, net of allowance of $2,989 and $2,422, respectively

26,995

13,806
Prepaid expenses and other current assets

7,484

3,103
Total current assets

207,356

82,717
Property and equipment, net

9,627

7,479
Goodwill

498,549

188,184
Intangible assets, net

164,570

24,875
Other assets

822

415
Total assets

$
880,924

$
303,670
Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$
1,852

$
2,236
Accrued expenses and other current liabilities

24,137

7,981
Accrued compensation

14,854

8,856
Other debt - current portion

—

2,000
Total current liabilities

40,843

21,073
Other liabilities

7,555

7,609
Deferred taxes

14,416

1,694
Long term bank and other debt, net

166,938

42,424
Convertible senior notes, net

204,393

—
Commitments and contingencies

Stockholders’ equity:

Common stock, $0.001 par value; 100,000,000 shares and 75,000,000 shares authorized as of September 30, 2017 and December 31, 2016, respectively; 56,908,305 shares and 46,201,563 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively

57

46
Additional paid-in capital

710,010

435,551
Accumulated deficit

(267,194)

(204,726)
Accumulated other comprehensive income (loss)

3,906

(1)
Total stockholders’ equity

446,779

230,870
Total liabilities and stockholders’ equity

$
880,924

$
303,670

~~See accompanying notes to unaudited consolidated financial statements.~~

~~Table of Contents~~

~~TELADOC, INC.~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(In thousands, except share and per share data, unaudited)~~

Quarters Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Revenue

$
68,650

$
32,381

$
156,139

$
85,757


Cost of revenue

16,742

7,112

38,907

21,946

Gross profit

51,908

25,269

117,232

63,811

Operating expenses:

Advertising and marketing

14,328

9,046

39,222

24,900

Sales

11,393

7,662

26,705

18,792

Technology and development

9,964

5,867

24,013

15,921

Legal

105

1,033

725

3,348

Regulatory

777

817

2,771

2,437

Acquisition and integration related costs

8,526

6,196

10,639

6,959

General and administrative

21,938

12,298

52,299

35,215

Depreciation and amortization

6,418

2,607

11,693

5,673

Loss from operations

(21,541)

(20,257)

(50,835)

(49,434)

Amortization of warrants and loss on extinguishment of debt

1,457

8,454

1,457

8,454

Interest expense, net

8,202

873

9,678

1,707

Net loss before taxes

(31,200)

(29,584)

(61,970)

(59,595)

Income tax provision

130

188

429

360

Net loss

$
(31,330)

$
(29,772)

$
(62,399)

$
(59,955)

Net loss per share, basic and diluted

$
(0.55)

$
(0.65)

$
(1.15)

$
(1.46)

Weighted-average shares used to compute basic and diluted net loss per share

56,493,054

45,860,269

54,435,343

41,071,474


	June 30,		December 31,
	2018		2017

Assets
Current assets:
Cash and cash equivalents	$	105,804	$	42,817
Short-term investments		26,559		79,489
Accounts receivable, net of allowance of $3,045 and $2,422, respectively		38,100		27,094
Prepaid expenses and other current assets		8,396		6,839
Total current assets		178,859		156,239
Property and equipment, net		10,034		8,963
Goodwill		745,280		498,520
Intangible assets, net		264,677		159,811
Other assets		1,059		858
Total assets	$	1,199,909	$	824,391
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,545	$	3,884
Accrued expenses and other current liabilities		27,936		19,357
Accrued compensation		23,538		17,089
Total current liabilities		57,019		40,330
Other liabilities		5,579		4,882
Deferred taxes		35,175		12,906
Convertible senior notes, net		402,755		207,370
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 150,000,000 and 100,000,000 shares authorized as of June 30, 2018 and December 31, 2017, respectively; 64,303,938 shares and 61,534,101 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively		64		61
Additional paid-in capital		1,062,362		866,330
Accumulated deficit		(360,517)		(311,577)
Accumulated other comprehensive income (loss)		(2,528)		4,089
Total stockholders’ equity		699,381		558,903
Total liabilities and stockholders’ equity	$	1,199,909	$	824,391

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

TELADOC, INC.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME (LOSS)~~OPERATIONS

(In thousands, except share and per share data, unaudited)

Quarters Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Net loss

$
(31,330)

$
(29,772)

$
(62,399)

$
(59,955)

Other comprehensive income (loss), net of tax:

Net change in unrealized gains on available-for-sale securities

(6)

(17)

(6)

50

Cumulative translation adjustment

3,913

—

3,913

—

Other comprehensive income (loss), net of tax

3,907

(17)

3,907

50

Comprehensive loss

$
(27,423)

$
(29,789)

$
(58,492)

$
(59,905)


	Quarters Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenue	$	94,560	$	44,591	$	184,204	$	87,489
Cost of revenue		27,684		10,026		54,540		22,165
Gross profit		66,876		34,565		129,664		65,324
Operating expenses:
Advertising and marketing		19,561		12,278		39,886		24,894
Sales		14,559		7,324		28,342		15,312
Technology and development		14,348		7,537		27,252		14,049
Legal		108		277		589		620
Regulatory		531		987		1,095		1,994
Acquisition and integration related costs		5,800		2,113		7,369		2,113
Gain on sale		(4,070)		—		(4,070)		—
General and administrative		26,140		15,873		50,141		30,361
Depreciation and amortization		8,046		2,668		16,299		5,275
Loss from operations		(18,147)		(14,492)		(37,239)		(29,294)
Interest expense, net		6,910		774		11,783		1,476
Net loss before taxes		(25,057)		(15,266)		(49,022)		(30,770)
Income tax (benefit) provision		22		149		(81)		299
Net loss	$	(25,079)	$	(15,415)	$	(48,941)	$	(31,069)
Net loss per share, basic and diluted	$	(0.40)	$	(0.28)	$	(0.78)	$	(0.58)

Weighted-average shares used to compute basic and diluted net loss per share		62,975,535		54,572,862		62,389,902		53,389,435

See accompanying notes to unaudited consolidated financial ~~statements~~

statements.

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TELADOC, INC.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~ COMPREHENSIVE LOSS

(In thousands, ~~except share data,~~ unaudited)

Accumulated


Additional



Other

Total

Common Stock

Paid-In

Accumulated

Comprehensive

Stockholders’


Shares

Amount

Capital

Deficit

Income

Equity

Balance as of December 31, 2016

46,201,563

$
46

$
435,551

$
(204,726)

$
(1)

$
230,870

Exercise of stock options

734,293

1

6,995

—

—

6,996

Exercise of warrants

138,903

—

—

—

—

—

Issuance of common stock under employee stock purchase plan

90,968

—

1,265

—

—

1,265

Issuance of common stock for the acquisition of Best Doctors

1,855,078

2

66,178

—

—

66,180

Equity component of Convertible Senior Notes, net of issuance costs

—

—

62,404

—

—

62,404

Stock-based compensation (1)

—

—

13,697

(69)

—

13,628

Follow-On Offering

7,887,500

8

123,920

—

—

123,928

Other comprehensive income, net of tax

—

—

—

—

3,907

3,907

Net loss

—

—

—

(62,399)

—

(62,399)

Balance as of September 30, 2017

56,908,305

$
57

$
710,010

$
(267,194)

$
3,906

$
446,779

~~(1)~~

~~The $0.1 million adjustment to accumulated deficit represents the adoption of ASU 2016-09 for cumulative forfeitures expense. See Note 2 for additional information.~~


	Quarters Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Net loss	$	(25,079)	$	(15,415)	$	(48,941)	$	(31,069)
Other comprehensive income (loss), net of tax:
Net change in unrealized gains on available-for-sale securities		41		3		41		—
Cumulative translation adjustment		(6,010)		—		(6,658)		—
Other comprehensive income (loss), net of tax		(5,969)		3		(6,617)		—
Comprehensive loss	$	(31,048)	$	(15,412)	$	(55,558)	$	(31,069)

See accompanying notes to unaudited consolidated financial ~~statements.~~statements

Table of Contents

TELADOC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Nine Months Ended September 30,				Six Months Ended June 30,
	2017		2016		2018		2017
Cash flows used in operating activities:
Net loss	$	(62,399)	$	(59,955)	$	(48,941)	$	(31,069)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		11,693		5,673		16,299		5,275
Allowance for doubtful accounts		1,343		1,970		1,258		764
Stock-based compensation		13,628		5,198		18,891		7,662
Deferred income taxes		225		360		(1,258)		299
Accretion of interest		3,262		29		7,627		28
Amortization of warrants and loss on extinguishment of debt		1,457		7,717
Gain on sale						(4,070)		—
Changes in operating assets and liabilities:
Accounts receivable		(3,186)		(1,515)		(4,027)		(1,186)
Prepaid expenses and other current assets		(2,717)		(1,116)		(540)		700
Other assets		(89)		(18)		(73)		107
Accounts payable		(782)		(2,265)		1,371		(1,085)
Accrued expenses and other current liabilities		9,432		(462)		(287)		1,703
Accrued compensation		967		23		(3,812)		(264)
Other liabilities		0		20		45		1,645
Net cash used in operating activities		(27,166)		(44,341)		(17,517)		(15,421)
Cash flows (used in) provided by investing activities:
Cash flows provided by (used in) investing activities:
Purchase of property and equipment		(2,043)		(1,118)		(2,015)		(1,299)
Purchase of internal-use software		(1,473)		(852)		(1,388)		(285)
Purchase of marketable securities		(119,670)		(44,187)		(12,141)		(34,954)
Proceeds from marketable securities		45,820		95,604		67,970		19,677
Sale of assets						5,500		—
Acquisition of business, net of cash acquired		(379,355)		(37,013)		(273,535)		—
Net cash (used in) provided by investing activities		(456,721)		12,434
Net cash used in investing activities						(215,609)		(16,861)
Cash flows provided by financing activities:
Net proceeds from the exercise of stock options		6,996		2,209		15,765		4,316
Proceeds from issuance of convertible notes		263,722		—		279,126		263,722
Proceeds from borrowing under bank and other debt		166,679		29,490
Repayment of bank loan and other debt		(46,191)		(11,667)
Repayment of debt						—		(2,000)
Proceeds from issuance of common stock		123,928		250		—		123,928
Proceeds from employee stock purchase plan		1,265		—		1,423		1,265
Cash for withholding taxes on stock-based awards, net		495		591
Proceeds from cash received for withholding taxes on stock-based compensation, net						500		260
Net cash provided by financing activities		516,894		20,873		296,814		391,491
Net increase (decrease) in cash and cash equivalents		33,007		(11,034)
Net increase in cash and cash equivalents						63,688		359,209
Foreign exchange difference		97		—		(701)		—
Cash and cash equivalents at beginning of the period		50,015		55,066		42,817		50,015
Cash and cash equivalents at end of the period	$	83,119	$	44,032	$	105,804	$	409,224

Income taxes paid					$	59	$	—

Interest paid	$	4,727	$	1,734	$	4,125	$	1,847

See accompanying notes to unaudited consolidated financial statements.

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TELADOC, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Description of Business

Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Unless the context otherwise requires, Teladoc, Inc., together with its subsidiaries, is referred to herein as “Teladoc” or the “Company”. The Company’s principal executive offices are located in Purchase, New York, Lewisville, Texas and ~~Lewisville, Texas.~~Barcelona, Spain. Teladoc is the ~~nation’s largest telehealth company.~~global leader in providing virtual healthcare services.

On May 31, 2018, the Company completed the acquisition of Advance Medical-Health Care Management Services, S.A. (“Advance Medical”), a leading global virtual healthcare provider. See Note 5 “Business Acquisition”.

On December 4, 2017, Teladoc completed a follow on public offering (the “December Offering”) in which the Company issued and sold 4,096,600 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $35.00 per share. The Company received net proceeds of $134.7 million after deducting underwriting discounts and commissions of $8.2 million as well as other offering expenses of $0.5 million.

On July 14, 2017, the Company completed the acquisition of Best Doctors Holdings, Inc. (“Best Doctors”), an expert medical consultation company focused on improving health outcomes for the most complex, critical and costly medical issues. See Note 35 “Business Acquisition”.

On January 24, 2017, Teladoc completed ~~its~~a follow on public offering (the “Follow-On Offering”) in which the Company issued and sold 7,887,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $16.75 per share. The Company received net proceeds of $123.9 million after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.6 million.

On July 1, 2016, the Company completed the acquisitions of HY Holdings, Inc. d/b/a HealthiestYou Corporation (“HealthiestYou”), a telehealth consumer engagement technology platform for the small to mid-sized employer market. Upon the effective date of the merger, HealthiestYou merged with and into Teladoc. See Note ~~3 “Business Acquisition”.~~16 “Subsequent Events” for information regarding the Company’s follow-on public offering in July 2018.

Note 2. Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the financial position, results of operations and cash flows of the Company at the dates and for the periods indicated. The interim results for the ~~quarters~~quarter and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 are not necessarily indicative of results for the full ~~2017~~2018 calendar year or any other future interim periods. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the year ended December 31, ~~2016.~~

2017.

The unaudited consolidated financial statements include the results of Teladoc, its wholly owned subsidiaries, two professional associations and twenty two professional corporations and a service corporation (collectively, the “Association”).

Teladoc Physicians, P.A. is party to several ~~Services Agreements~~services agreements by and among it and the professional corporations pursuant to which each professional corporation provides services to Teladoc Physicians, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.

The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An

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TELADOC, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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). The Company has the power and rights to control all activities of the Association and funds and absorbs all losses of the VIE.

~~Table of Contents~~

~~TELADOC, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Total revenue and net ~~loss~~income (loss) for the VIE were ~~$6.9~~$12.6 million and ~~$(1.3)~~$1.3 million, respectively, for the quarter ended ~~September~~June 30, ~~2017~~2018 and ~~$4.5~~$7.1 million and ~~$(2.2)~~$(1.8) million, respectively, for the quarter ended ~~September~~June 30, ~~2016.~~2017. Total revenue and net ~~loss~~income (loss) for the VIE were ~~$22.6~~$28.9 million and ~~$(5.7)~~$2.0 million, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~$15.5~~$15.7 million and ~~$(5.7)~~$(4.4) million, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. The VIE’s total assets were ~~$3.0~~$6.5 million and ~~$2.9~~$4.5 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Total liabilities for the VIE were ~~$33.8~~$36.5 million and ~~$27.8~~$36.5 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. The VIE’s total stockholders’ deficit was ~~$30.7~~$30.0 million and ~~$25.0~~$32.0 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

The functional currency for each of the Company’s foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the weighted average exchange rate during the period. Cumulative translation gains or losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss).

The Company operates in a single reportable segment – health services. Revenue earned by foreign operations outside of the United States ~~which relate to Best Doctors,~~ were ~~$8.7~~$15.0 million and zero for the quarter ended June 30, 2018 and ~~nine~~2017, respectively. Revenue earned by foreign operations outside of the United States were $25.9 million and zero for the six months ended ~~September~~June 30, 2018 and 2017, ~~and zero in 2016.~~respectively. Long-lived assets from foreign operations totaled ~~$0.3~~$423.7 million as of ~~September~~June 30, ~~2017~~2018 and ~~zero~~$163.3 million as of ~~September 30, 2016.~~December 31, 2017.

All intercompany transactions and balances have been eliminated.

The Company adopted ASU ~~2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~2014-09, Revenue from Contracts with Customers during the quarter ended March 31, ~~2017 as described below.~~2018. See Note 3 “Revenue” for further information. There have been no other changes to the significant accounting policies described in the 2017 Form 10-K that have had a material impact on the consolidated financial statements and related notes.

~~Reclassifications~~

~~Certain prior year amounts have been reclassified to conform to the current year presentation.~~

Recently Issued Accounting Pronouncements

~~In March 2016,~~ ~~the FASB issued~~ ~~ASU 2016-09,~~ ~~Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.~~ ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. On January 1, 2017, the Company adopted this standard on a modified retrospective basis. As a result of the adoption of this standard, a deferred tax asset of approximately $1.3 million was recorded as a cumulative effect adjustment to accumulated deficit. The Company has also recorded a full valuation allowance for the deferred tax asset due to the uncertainty regarding the future realization and as a result, there was no change to stockholders’ equity. Additionally, the Company elected to change its policy from estimating forfeitures to recognizing forfeitures when they occur and recorded a cumulative adjustment to accumulated deficit of approximately $0.1 million as of January 1, 2017.

~~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. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2018; early adoption is allowed. 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 has undergone a process of identifying the various types of revenue streams and has performed an initial evaluation of the components of

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~~TELADOC, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

the associated contractual arrangements. As a result of the Best Doctors acquisition, the Company is in process of performing a similar assessment. The Company is assessing the impact of this standard on its revenue recognition policy and anticipates adopting the standard using the modified retrospective method.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company starting in the first quarter of fiscal ~~2019. Early~~2019; early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this standard on its consolidated financial statements.

Note 3. Revenue

The Company generates virtual healthcare service revenue from contracts with clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert medical opinion on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical opinion and other specialty visit.

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The Company’s agreements generally have a term of one year. The majority of clients renew their contracts following their first year of services. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s clients and members have access to and obtain control of the telehealth service. The Company generally bills for the telehealth services on a monthly basis with payment terms generally being 30 days and there are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and this may include a variable transaction price as the number of members may vary from the initial billing. Based on historical experience, the Company estimates this amount which is recorded as a component of revenue.

Subscription access revenue accounted for approximately 84% of our total revenue during both of the quarters ended June 30, 2018 and 2017. Subscription access revenue accounted for approximately 82% of our total revenue during both of the six months periods ended June 30, 2018 and 2017.

The following table presents the Company’s revenues disaggregated by revenue source (in thousands):


	Quarters Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Subscription Access Fees:
U.S.	$	65,066	$	37,476	$	126,086	$	71,819
International		14,731		—		25,440		—
Visit Fee Revenue:
U.S. General Medical, Dermatology and Behavioral Health		10,194		7,115		22,949		15,670
Other Specialty Visit (Expert Medical Opinion and Other)
U.S.		1,601		—		3,055		—
International		258		—		425		—
Visit Fee Only Revenue:
U.S. - General Medical		2,710		—		6,249		—
Total Revenues	$	94,560	$	44,591	$	184,204	$	87,489

As of June 30, 2018, accounts receivable, net of allowance for doubtful accounts, were $38.1 million. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information and other currently available evidence.

For certain services, payment is required for future months before the service is delivered to the Member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. The net increase of $3.3 million in the deferred revenue balance for the six months ended June 30, 2018 is primarily driven by the acquisition of Advance Medical and cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenue recognized that were included in the deferred revenue balance at the beginning of the period. The Company anticipates that it will satisfy most of its performance obligation associated with the deferred revenue within the prospective fiscal year.

The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, the Company’s direct-to-consumer behavioral health service provides for member refunds. Based on historical experience, the Company estimates the expected amount of refunds to be issued which are recorded as a reduction of revenue. For the quarter ended June 30, 2018, the Company issued refunds of approximately $0.4 million. For the six months ended June 30, 2018, the Company issued refunds of approximately $1.6 million.

Additionally, certain of the Company’s contracts include client performance guarantees that are based upon minimum Member utilization and guarantees by the Company for specific service level performance of the Company’s services. If client performance guarantees are not being realized, the Company records, as a reduction to revenue, an estimate of the amount that will be due at the end of the respective client’s contractual period. For the quarter and six months ended June 30, 2018, revenue recognized from performance obligations related to prior periods for the aforementioned changes in transaction price or client performance guarantees, were not material.

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The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since substantially all of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations.

Note 4. Lease Abandonment

In connection with the Company’s abandonment of a facility in Boston, Massachusetts, the Company incurred $1.5 million in lease abandonment charges during the quarter ended March 31, 2018, which is included within acquisition and integration related costs in the consolidated ~~financial statements.~~statement of operations. The following table details the associated liability. The current portion of the liability of $0.8 million was recorded in accrued expenses and other current liabilities and the non-current portion of the liability of $0.5 million was recorded in other liabilities in the consolidated balance sheet (in thousands):


Balance January 1, 2018	$	—
Charged to expense		1,479
Paid or settled		(217)
Balance June 30, 2018	$	1,262

Note 3.5. Business Acquisitions

On May 31, 2018, the Company completed the acquisition of Advance Medical through a merger in which Advance Medical became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $351.7 million, net of cash acquired of $8.8 million, which was comprised of 1,344,387 shares of Teladoc’s common stock valued at $68.6 million on May 31, 2018, and $291.9 million of cash. Advance Medical is a leading global virtual healthcare provider offering a portfolio of virtual healthcare and expert medical opinion solutions. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $5.7 million and included transaction costs for investment bankers and other professional fees.

On July 14, 2017, the Company completed the acquisition of Best Doctors through a merger in which Best Doctors became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $445.5 million, net of cash acquired of $13.7 million, which was comprised of 1,855,078 shares of Teladoc’s common stock valued at $66.2 million on July 14, 2017, and $375.0 million of cash, subject to post-closing working capital adjustments ~~as defined in the merger agreement. The post-closing working capital adjustment was finalized~~ in the amount of $4.3 million. Best Doctors provides technology innovations and services to help employers, health plans and provider organizations to ensure that their members combat medical uncertainty with access to the best medical minds. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs of the acquisition were $9.1 million and included transaction costs for investment bankers and other professional fees. ~~The Company recorded $21.8 million of revenue and $1.1 million of net income from Best Doctors for the quarter and nine months ended September 30, 2017.~~

On July 1, 2016, the Company completed the acquisition of HealthiestYou through a merger in which HealthiestYou became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $151.5 million, which was comprised of 6,955,796 shares of Teladoc’s common stock valued at $108.3 million on July 1, 2016, and $43.2 million of cash, subject to post-closing working capital adjustments as defined in the merger agreement. The post-closing working capital adjustment was finalized in the amount of less than $0.1 million. HealthiestYou was a telehealth consumer engagement technology platform for the small to mid-sized employer market. Solutions provided by HealthiestYou included 24/7 access to telephone and video conferencing with doctors as well as the convenience of procedure price comparisons, prescription medicine price comparisons, health plan information and benefits eligibility and location information for wellness service providers. The acquisition was considered a stock acquisition for tax purposes and as such the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs of the acquisition were $6.9 million and included transaction costs for investment bankers and other professional fees as well as $5.7 million of contract termination costs for certain HealthiestYou third party providers. The contract termination costs of $5.7 million were previously accrued by HealthiestYou and reflected in HealthiestYou’s financial statements as of June 30, 2016, prior to the acquisition. These non-cash expenses are also reflected in the Company’s financial results in the quarter ended September 30, 2016 as the Company benefited from the termination of these contracts.

The acquisitions described above were accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of the acquisitions were included within the consolidated financial statements commencing on the ~~respective~~ aforementioned acquisition dates.

The following table summarizes the fair value estimates of the assets acquired and liabilities assumed at the respective acquisition dates. The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets.

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The following table summarizes the fair value estimates of the assets acquired and liabilities assumed at each acquisition date. The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets.

Identifiable assets acquired and liabilities assumed (in thousands):


	BestDoctors		HealthiestYou		Advance Medical		BestDoctors
Purchase price	$	459,225	$	151,484
Purchase price, net of cash acquired					$	351,694	$	445,535
Less:
Cash		13,690		6,204
Accounts receivable		11,205		1,184		8,553		11,205
Property and equipment, net						1,326		2,650
Other assets		13,613		1,537		3,675		2,483
Client relationships		112,810		10,930		100,763		112,810
Non-compete agreements		-		70		1,540		—
Internal-use software		-		2,220		617		8,480
Trademarks		24,920		1,180		16,190		24,920
Favorable leases						203
Accounts payable		(393)		(836)		(361)		(393)
Deferred taxes		(11,800)		—		(23,489)		(11,800)
Other liabilities		(12,337)		(2,847)		(8,499)		(12,337)
Goodwill	$	307,517	$	131,842	$	251,176	$	307,517

The amount allocated to goodwill reflects the benefits Teladoc expects to realize from the growth of the respective acquisitions operations.

The Company’s unaudited pro forma revenue and net loss for the quarters ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 and for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 below have been prepared as if Advance Medical and Best Doctors ~~and HealthiestYou~~ had been purchased on January 1, ~~2016.~~2017.


	Unaudited Pro Forma				Unaudited Pro Forma				Unaudited Pro Forma				Unaudited Pro Forma
	Quarters Ended				Nine Months Ended				Quarters Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
(in thousands)	2017		2016		2017		2016		2018		2017		2018		2017
Revenue	$	72,562	$	56,106	$	217,506	$	163,718	$	105,763	$	85,477	$	213,869	$	166,459
Net loss	$	(31,281)	$	(33,278)	$	(65,532)	$	(74,889)	$	(21,221)	$	(17,543)	$	(46,170)	$	(37,224)

The unaudited pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisitions 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. The Company recorded $6.2 million of revenue and $0.1 million of net income from Advance Medical for the quarter and six months ended June 30, 2018.

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Note 4.6. Intangible Assets, Net

Intangible assets, net consist of the following (in thousands):


								Weighted								Weighted
								Average								Average
	Useful			Accumulated		Net Carrying		Remaining	Useful			Accumulated		Net Carrying		Remaining
	Life	Gross Value		Amortization		Value		Useful Life	Life	Gross Value		Amortization		Value		Useful Life
September 30, 2017
June 30, 2018
Client relationships									2 to 20 years	$	235,621	$	(23,759)	$	211,862	14.0
Non-compete agreements									1.5 to 5 years		5,020		(3,436)		1,584	2.8
Trademarks									3 to 15 years		42,313		(2,610)		39,703	14.2
Patents									3 years		200		(106)		94	1.4
Internal-use software and others									1.5 to 5 years		22,510		(11,076)		11,434	1.6
Intangible assets, net										$	305,664	$	(40,987)	$	264,677	13.4
December 31, 2017
Client relationships	2 to 10 years	$	136,368	$	(11,326)	$	125,042	9.5	2 to 10 years	$	136,362	$	(14,711)	$	121,651	9.3
Non-compete agreements	1.5 to 5 years		3,480		(2,943)		537	0.9	1.5 to 5 years		3,480		(3,143)		337	0.8
Trademarks	3 to 15 years		26,456		(960)		25,496	14.4	3 to 15 years		26,454		(1,502)		24,952	14.2
Patents	3 years		200		(55)		145	2.2	3 years		200		(72)		128	1.9
Internal-use software	3 to 5 years		18,974		(5,624)		13,350	1.9	2 to 5 years		20,312		(7,569)		12,743	1.7
Intangible assets, net		$	185,478	$	(20,908)	$	164,570	9.6		$	186,808	$	(26,997)	$	159,811	9.4
December 31, 2016
Client relationships	2 to 10 years	$	22,581	$	(6,226)	$	16,355	8.5
Non-compete agreements	1.5 to 5 years		3,480		(2,344)		1,136	1.6
Trademarks	3 years		1,320		(287)		1,033	2.4
Patents	3 years		200		(6)		194	2.9
Internal-use software	3 to 5 years		8,976		(2,819)		6,157	3.0
Intangible assets, net		$	36,557	$	(11,682)	$	24,875	6.5

Amortization expense for intangible assets was ~~$5.3~~$7.3 million and $2.0 million for the quarters ended ~~September~~June 30, 2018 and 2017, ~~and 2016, respectively and $9.2~~respectively.

Amortization expense for intangible assets was $14.0 million and ~~$4.1~~$3.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

Note 5.7. Goodwill

Goodwill consists of the following (in thousands):


	As of September 30,		As of December 31,		As of June 30,			As of December 31,
	2017		2016		2018		2017
Beginning balance	$	188,184	$	56,342	$	498,520	$	188,184
Additions associated with acquisitions		307,517		131,842		251,176		307,517
Cumulative translation adjustment		2,848		-		(4,417)		2,819
Goodwill	$	498,549	$	188,184	$	745,280	$	498,520

Goodwill is not amortized, but is tested for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements.

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Note 6.8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	As of September 30,		As of December 31,		As of June 30,		As of December 31,
	2017		2016		2018		2017
Professional fees	$	1,520	$	293	$	1,194	$	1,325
Consulting fees/provider fees		3,233		1,687		2,743		4,028
Client performance guarantees		2,421		431		2,859		2,617
Legal fees		607		897		651		759
Interest payable		2,849		389		963		367
Lease abandonment obligation - current						818		—
Marketing		2,149		142		5,580		524
Earnout and compensation		2,543		1,045		—		722
Printing and postage		844		—		—		302
Deferred revenue		3,522		1,002		7,446		4,111
Asset sale liability (see Note 15)						1,430		—
Other		4,449		2,095		4,252		4,602
Total	$	24,137	$	7,981	$	27,936	$	19,357

Note 7.9. Fair Value Measurements

The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active

markets.

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs that are supported by little or no market activity.

The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets.

The Company measures its short-term marketable securities at fair value on a recurring basis and classifies such as Level 2. They are valued using observable inputs that reflect quoted prices directly or indirectly in active markets. The short-term marketable securities amortized cost approximates fair value.

The Company ~~measures~~measured its contingent consideration at fair value on a recurring basis and ~~classifies~~classified such as Level 3. The Company estimates the fair value of contingent consideration as the present value of the expected contingent payments, determined using the weighted probability of the possible payments.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands):

September 30, 2017


Level 1

Level 2

Level 3

Total
Cash and cash equivalents

$
68,137

$
14,982

$
—

$
83,119
Short-term marketable securities

$
—

$
89,758

$
—

$
89,758
Contingent liability (included in other liabilities)

$
—

$
—

$
3,991

$
3,991


	June 30, 2018
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	105,804	$	—	$	—	$	105,804
Short-term investments	$	—	$	26,559	$	—	$	26,559

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	December 31, 2016								December 31, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	50,015	$	—	$	—	$	50,015	$	39,051	$	3,766	$	—	$	42,817
Short-term marketable securities	$	—	$	15,793	$	—	$	15,793
Short-term investments									$	—	$	79,489	$	—	$	79,489
Contingent liability (included in accrued expenses and other current liabilities and other liabilities)	$	—	$	—	$	3,678	$	3,678	$	—	$	—	$	666	$	666

There were no transfers between fair value measurement levels during the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~2017.

The change in fair value of the Company’s contingent liability is recorded in general and administrative expenses in the consolidated statements of operations. The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability:

Balance at December 31, 2016

$
3,678
Change in fair value

313
Fair value at September 30, 2017

$
3,991



Balance at December 31, 2017	$	666
Payments earned		(744)
Change in fair value		78
Fair value at June 30, 2018	$	—

Note ~~8. Long Term Bank and Other Debt~~

~~Long‑term bank and other debt consist of the following (in thousands):~~

As of September 30,

As of December 31,


2017

2016

Senior Secured Term Loan, less debt discount of $8,062

$
166,938

$
—

SVB Mezzanine Term Loan

—

25,000

SVB Line of Credit Facility less debt discount of $66

—

17,424

Subordinated Promissory Note

—

2,000

Total

166,938

44,424

Less: current portion of Subordinated Promissory Note

—

(2,000)

Long term bank and other debt

$
166,938

$
42,424

~~Long term bank and other debt are stated at amortized cost, which approximates fair value.~~

10. Revolving Credit Facility

On July 14, 2017 and concurrent with the consummation of the Best Doctors acquisition, the Company entered into a $175.0 million Senior Secured Term Loan Facility (the “New Term Loan Facility”) and a $10.0 million Senior Secured Revolving Credit Facility (the “New Revolving Credit Facility” ~~and together with the New Term Loan Facility, the “New Senior Secured Credit Facilities”~~) ~~pursuant to a credit agreement by and among the Company, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent.~~. The New Term Loan Facility ~~has been~~was used to fund the ~~expansion~~purchase of ~~the Company’s business~~Best Doctors and the New Revolving Credit Facility is available for working capital and other general corporate purposes.

~~The~~ In December 2017, the Company used the proceeds from the December Offering and cash on hand and repaid all the outstanding amounts under the $175.0 million New Term Loan Facility carries interest at a rate of 7.25% above fixed 90 days Libor of 1.24% (or 8.49%) and matures in July 2022. Interest payments are payable monthly in arrears. The New Revolving Credit Facility carries interest at a rate of 7.25% above fixed 90- days Libor of 1.24% and matures in July 2020.Facility. The Company ~~is also required to pay a commitment fee on the average daily unused portion of~~has maintained the New Revolving Credit Facility ~~at 0.50%. The Company incurred expenses of $8.3 million in conjunction with obtaining the New Senior Secured Credit Facilities.~~

~~In July 2016, the Company entered into an Amended~~ and, Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”), that provided for a $25 million Mezzanine Term Loan and a $25 million Line of Credit Facility. The Mezzanine Term Loan carried interest at a rate of 6.25%as described above, the Wall Street Journal (“WSJ”) Prime Rate with a WSJ Prime Rate floor of 3.75% and matured in July 2019. Interest payments were payable monthly in arrears. The Company incurred a $250,000 loan origination fee and was liable for a final payment fee of $750,000 payable at maturity or upon prepayment of the Mezzanine Term Loan. In connection with entry into the Mezzanine Term Loan, the

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~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Company granted two affiliates of SVB warrants to purchase an aggregate of 798,694 shares of common stock of the Company at an exercise price of $13.50 per share. The warrants were immediately exercisable and had a 10-year term. The fair value of the common stock warrants on the date of issue was approximately $7.7 million. The Company also granted SVB a security interest in significantly all of the Company’s assets. The Mezzanine Term Loan had been used to fund the expansion of the Company’s business.

~~The amended Line of Credit Facility provided for borrowings up to $25 million based on 300% of the Company’s monthly recurring revenue, as defined. In addition,~~ there was ~~an additional $25 million Uncommitted Incremental Facility permitted under the Line~~no amount outstanding as of Credit Facility. The Line of Credit Facility carried interest at a rate of 0.50% above the WSJ Prime Rate and matured in July 2019. The Company incurred an initial $75,000 loan origination fee and is responsible for additional $75,000 in annual fees on the anniversary of the Line of Credit Facility. The Company was also liable for a $50,000 loan arrangement fee if and when the Company utilized the Uncommitted Incremental Facility.

On July 13, 2017, the Company repaid and extinguished all the outstanding amounts under both of the SVB Line of Credit Facility and Mezzanine Term Loan of $17.5 million and $25 million, respectively, including early termination and final deferred origination fees of $1.7 million and recorded a one-time charge reflected on the consolidated statements of operations as amortization of warrants and loss on extinguishment of debt.

Effective with the purchase of AmeriDoc, LLC (“AmeriDoc”) in 2014, the Company executed a Subordinated Promissory Note in the amount of $3.5 million payable to the seller of AmeriDoc on April 30, 2015. The Subordinated Promissory Note carried interest at a rate of 10.00% annual interest and is subordinated to the SVB Facilities. In March 2015, the Company, the seller of AmeriDoc and SVB executed an Amended and Restated Subordinated Promissory Note that extended the maturity of the Amended and Restated Subordinated Promissory Note to April 30, 2017. In November 2015, the Company executed the Second Amended and Restated Subordinated Promissory Note with a revised annual interest rate of 7% commencing on January 1, 2016 and extended the maturity of the Second Amended and Restated Subordinated Promissory Note to AprilJune 30, 2018 ~~with a seller put option effective on April 30,~~and December 31, 2017. ~~The Company repaid $1.0 million during 2016 and the remaining outstanding amount of $2.0 million was paid during the first quarter of 2017.~~

The Company was in compliance with all debt covenants at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017.

Note 9.11. Convertible Senior Notes

Convertible Senior Notes Due 2025

On May 8, 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million.

The 2025 Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to the Company’s liabilities that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.

Holders may convert all or any portion of their 2025 Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding November 15, 2024 only under the following circumstances:

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

during the five business day period after any ten consecutive trading day period (the ‘‘measurement period’’) in which the trading price (as defined in the indenture governing the 2025 Notes (the “2025 Notes Indenture”)) per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

upon the occurrence of specified corporate events described under the 2025 Notes Indenture; or

if the Company calls the 2025 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date as described under the 2025 Notes Indenture.

On or after November 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 Notes, regardless of the foregoing circumstances.

The conversion rate for the 2025 Notes was initially, and remains, 18.6621 shares of the Company’s common stock per $1,000 principal amount of the 2025 Notes, which is equivalent to an initial conversion price of approximately $53.58 per share of the Company’s common stock. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects (or is deemed to have elected) to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 trading day observation period (as defined in the 2025 Notes Indenture).

The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after May 22, 2022 if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2025 Note for redemption on or after May 22, 2022 will constitute a make-whole fundamental change (as defined in the 2025 Notes Indenture) with respect to that 2025 Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the 2025 Notes Indenture.

In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense from the issuance date to November 15, 2024 (the first date on which the Company may be required to repurchase the 2025 Notes at the option of the holder). The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2025 Notes was $91.4 million, net of issuance costs which was recorded in additional paid-in capital on the accompanying consolidated balance sheet.

In accounting for the transaction costs related to the issuance of the 2025 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2025 Notes based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the seven year term of the 2025 Notes, and transaction costs attributable to the equity component are netted with the equity component in stockholders’ equity.

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TELADOC, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The 2025 Notes consist of the following (in thousands):


	As of June 30,
Liability component	2018
Principal	$	287,500
Less: Debt issuance costs, net (1)		(98,272)
Net carrying amount	$	189,228

(1)

Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2025 Notes using the effective interest rate method.

The fair value of the 2025 Notes was approximately $359.8 million as of June 30, 2018. The Company estimates the fair value of its 2025 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2025 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 9, “Fair Value Measurements,” for definitions of hierarchy levels. As of June 30, 2018, the remaining contractual life of the 2025 Notes is approximately 6.9 years.

The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands):


	Quarters Ended June 30,			Six Months Ended June 30,
	2018			2018
Contractual interest expense	$	585		$	585
Amortization of debt discount		1,493			1,493
Total	$	2,078		$	2,078
Effective interest rate of the liability component		7.9	%		7.9	%

Convertible Senior Notes Due 2022

On June 27, 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”). The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each ~~year, beginning on December 15, 2017.~~year. The 2022 Notes will mature on December 15, 2022. The net proceeds to the Company from the offering were $263.7 million after deducting offering costs of approximately $11.3 million.

The 2022 Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to the Company’s liabilities that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.

Holders may convert all or any portion of their 2022 Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding June 15, 2022 only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2017 (and only during such calendar quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

during any calendar quarter commencing after the calendar quarter ending on September 30, 2017 (and only during such calendar quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Indenture”)) per $1,000 principal amount of 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

upon the occurrence of specified corporate events described under the 2022 Notes Indenture; or

if the Company calls the 2022 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date as described under the 2022 Notes Indenture.

•during the five business day period after any ten consecutive trading day period (the ‘‘measurement period’’) in which the trading price (as defined in the 2022 Notes Indenture) per $1,000 principal amount of 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

~~•upon the occurrence of specified corporate events described under the 2022 Notes Indenture; or~~

•if the Company calls the 2022 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date as described under the 2022 Notes Indenture.

•On or after June 15, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes, ~~in integral multiples of $1,000 principal amount, at the option of the holder~~ regardless of the foregoing circumstances.

The conversion rate for the 2022 Notes was initially, and remains, 22.7247 shares of the Company’s common stock per $1,000 principal amount of the 2022 Notes, which is equivalent to an initial conversion price of approximately $44.00 per share of the Company’s common stock. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects (or ~~are~~is deemed to have elected) to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 trading day observation period (as defined in the 2022 Notes Indenture).

The Company may redeem for cash all or any portion of the 2022 Notes, at its option, on or after December 22, 2020 if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2022 Note for redemption on or after December 22, 2020 will constitute a make-whole fundamental change (as defined in the 2022 Notes Indenture) with respect to that 2022 Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the 2022 Notes Indenture.

In accounting for the issuance of the 2022 Notes, the Company separated the 2022 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2022 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense from the issuance date to June 15, 2022 (the first date on which the Company may be required to repurchase the 2022 Notes at the option of the holder). The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2022 Notes was $62.4 million, net of issuance costs which was recorded in additional paid-in capital on the accompanying condensed consolidated balance sheet.

In accounting for the transaction costs related to the issuance of the 2022 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2022 Notes based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the five and a half year term of the 2022 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity.

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TELADOC, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The 2022 Notes consist of the following (in thousands):


	As of September 30,		As of June 30,		As of December 31,
Liability component	2017		2018		2017
Principal	$	275,000	$	275,000	$	275,000
Less: Debt issuance costs, net (1)		(70,607)		(61,473)		(67,630)
Net carrying amount	$	204,393	$	213,527	$	207,370

(1)

Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2022 Notes using the effective interest rate method.

The fair value of the 2022 Notes was approximately ~~$298~~$409 million as of ~~September~~June 30, ~~2017.~~2018. The Company estimates the fair value of its 2022 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2022 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7,9, “Fair Value Measurements,” for definitions of hierarchy levels. As of ~~September~~June 30, ~~2017,~~2018, the remaining contractual life of the 2022 Notes is approximately ~~4.8~~4.0 years.

The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands):


	Nine Months Ended September 30,			Quarters Ended June 30,						Six Months Ended June 30,
	2017			2018			2017			2018			2017
Contractual interest expense	$	2,147		$	2,057		$	68		$	4,091		$	68
Amortization of debt discount		3,075			3,095			77			6,157			77
Total	$	5,222		$	5,152		$	145		$	10,248		$	145
Effective interest rate of the liability component		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%

Note ~~10.~~12. Commitments and Contingencies

Legal Matters

The Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. At ~~September~~June 30, ~~2017, the Company was party to the following legal proceedings:~~

On April 29, 2015, the Company filed a lawsuit against the Texas Medical Board (the ‘‘TMB’’) in the United States District Court for the Western District of Texas, Austin Division (the “District Court”) alleging that the TMB’s adoption on April 10, 2015 of an amendment to 22 T.A.C. 190.8(1)(L) that would require a prior in-person examination for a doctor validly to prescribe any controlled substance to a patient in Texas constitutes a violation, ~~inter alia~~, of the Sherman Antitrust Act. The District Court held a hearing on May 22, 2015 on Teladoc’s motion for preliminary injunction of the effectiveness of such amendment, which otherwise was scheduled to take effect on June 3, 2015. On May 29, 2015, the District Court issued the preliminary injunction requested by Teladoc and enjoined the effectiveness of such rule amendment pending trial. On July 30, 2015, the TMB filed a motion to dismiss the suit, and the District Court denied this motion on December 14, 2015. On January 8, 2016, the TMB provided notice of its intent to appeal the District Court’s denial of its motion to dismiss to the U.S. Court of Appeals for the Fifth Circuit, which was filed on June 17, 2016 and voluntarily withdrawn by the TMB on October 17, 2016. On November 2, 2016, the District Court granted the parties’ joint motion to stay the trial case through April 19, 2017. On April 10, 2017, the District Court granted the parties’ joint motion to stay the trial case through September 1, 2017. On September 7, 2017, the District Court granted the parties’ joint motion to stay the trial case through November 30, 2017. Accordingly, no trial date has been set.

Business in the State of Texas accounted for approximately $12.4 million, or 8% and $15.1 million or 12% of the Company’s consolidated revenue for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively. If the TMB’s proposed rule amendments go into effect as written and Teladoc is unable to adapt its business model in compliance with the revised rules, its ability to operate its business in the State of Texas could be

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~~TELADOC, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~materially adversely affected, which would have a material adverse effect on its business, financial condition and results of operations.~~

~~Other than as stated~~2018, the Company is not a party to any material legal proceeding, and it is not aware of any pending or threatened litigation that would have a material adverse effect on its business, results of operations, cash flows or financial condition should such litigation be resolved unfavorably.

The Company routinely assesses all of its litigation and threatened ~~litigation~~ligation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable. In this regard, the Company establishes accruals for various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At ~~September~~June 30, ~~2017,~~2018, the Company has established accruals for certain of its lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate. The Company does not believe that at ~~September~~June 30, ~~2017~~2018 any reasonably possible losses in excess of the amounts accrued would be material to the unaudited consolidated financial statements.

Note ~~11.~~13. Common Stock and Stockholders’ Equity

Capitalization

~~On January 24, 2017, Teladoc closed on its Follow-On Offering in which~~Effective May 31, 2018, the ~~Company issued and sold 7,887,500~~authorized number of shares of the Company’s common stock ~~including the exercise~~was increased from 100,000,000 to 150,000,000 shares.

Table of an underwriter option to purchase additional shares, at an issuance price of $16.75 per share. The Company received net proceeds of $123.9 million after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.6 million. Contents

~~Warrants~~

In July 2016, in conjunction with the debt refinancing of the Mezzanine Term Loan, the Company issued 798,694 common stock warrants to purchase an aggregate of 798,694 shares of its common stock at an exercise price of $13.50 per share to two entities affiliated with SVB. The common stock warrants were immediately exercisable upon issuance and had a 10-year term. The fair value of the common stock warrants on the date of issue was approximately $7.7 million.TELADOC, INC.

On December 9, 2016, the Company issued an aggregate of 107,931 shares of common stock resulting from an SVB affiliate’s cashless exercise of 399,347 of these warrants at an exercise price of $13.50 per share.

On January 31, 2017, the Company issued an aggregate of 138,903 shares of common stock resulting from an SVB affiliate’s cashless exercise of the remaining 399,347 of these warrants at an exercise price of $13.50 per share.NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The Company had no warrants outstanding as of September 30, 2017 and 399,347 warrants outstanding as of December 31, 2016.~~

Stock Plan and Stock Options

The Company’s 2015 Incentive Award Plan (the “Plan”) provides for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non‑employees. Options issued under the Plan are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Prior to becoming a public enterprise and pursuant to the Company’s Second Amended and Restated Stock Incentive Plan which is now retired, the Company historically issued incentive and non-statutory stock options with exercise prices equal to the fair value of the Company’s common stock on the date of grant, as determined by the Company’s board of directors informed by third-party valuations. Subsequent to becoming a public enterprise, optionsOptions to buy common stock ~~have been~~are issued under the Plan, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the trading day immediately preceding the date of award.

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~~TELADOC, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Activity under the Plan is as follows (in thousands, except share and per share amounts and years):


					Weighted-							Weighted-
			Weighted-		Average					Weighted-		Average
	Shares	Number of	Average		Remaining	Aggregate		Shares	Number of	Average		Remaining	Aggregate
	Available	Shares	Exercise		Contractual	Intrinsic		Available	Shares	Exercise		Contractual	Intrinsic
	for Grant	Outstanding	Price		Life in Years	Value		for Grant	Outstanding	Price		Life in Years	Value
Balance at December 31, 2016	343,216	6,839,868	$	11.70	8.64	$	36,795
Balance at December 31, 2017								1,105,856	8,393,888	$	17.56	8.36	$	145,810
Increase in Plan authorized shares	4,176,722	—	$	—	—	$	—	3,076,705	—	$	—	—	$	—
Restricted stock units granted	(342,524)	—	$	—	—	$	—	(1,205,834)	—	$	—	—	$	—
Stock option grants	(3,671,073)	3,671,073	$	25.02	—	$	—	(1,187,329)	1,187,329	$	40.32	—	$	—
Restricted stock units forfeited								43,505	—	$	—	—	$	—
Stock options exercised	—	(734,293)	$	9.53	—	$	14,301	—	(1,203,965)	$	13.10	—	$	38,573
Stock options forfeited	687,375	(681,759)	$	16.84	—	$	5,647	173,284	(173,284)	$	23.54	—	$	3,207
Balance at September 30, 2017	1,193,716	9,094,889	$	16.87	8.50	$	149,973
Vested or expected to vest at September 30, 2017		9,094,889	$	16.87	8.50	$	149,973
Exercisable at September 30, 2017		2,348,722	$	8.86	7.16	$	57,048
Stock options expired								2,100	(2,100)	$	0.80	—	$	88
Balance at June 30, 2018								2,008,287	8,201,868	$	21.39	8.21	$	300,668
Vested or expected to vest at June 30, 2018									8,201,868	$	21.39	8.21	$	300,668
Exercisable at June 30, 2018									2,548,324	$	12.88	7.21	$	115,113

The total grant‑date fair value of stock options granted during the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2017 were $18.5~~2018 was $5.4 million and ~~$54.8~~$22.3 million, respectively.

Stock‑Based Compensation

All stock‑based awards to employees are measured based on the grant‑date fair value of the awards and are generally recognized on a straight line basis in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four‑year vesting period for each award). The Company estimates the fair value of stock options granted using the Black‑Scholes option‑pricing model. ~~Compensation cost is generally recognized over the vesting period of the applicable award using the straight‑line method.~~

Given the absence of a public trading market prior to July 2015, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of its common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of common stock performed by unrelated third‑party specialists; (ii) the prices for the preferred stock sold to outside investors; (iii) the rights, preferences and privileges of the preferred stock relative to the common stock; (iv) the lack of marketability of the common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO or a merger or acquisition of the Company, given prevailing market conditions.

The assumptions used in the Black‑Scholes option‑pricing model ~~were~~are determined as follows:

Volatility. Since the Company does not have a trading history prior to July 2015 for its common stock, the expected volatility was derived from the historical stock volatilities of several unrelated public companies within its industry that it considers to be comparable to its business combined with the Company’s stock volatility over a period equivalent to the expected term of the stock option grants.

Risk‑Free Interest Rate. The risk‑free interest rate is based on U.S. Treasury zero‑coupon issues with terms similar to the expected term on the options.

Expected Term. The expected term represents the period that the stock‑based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data.

Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero.

Forfeiture rate. ~~Prior to 2017, the~~The Company used historical data to estimate pre‑ vesting option forfeitures and record stock‑based compensation expense only for those awards that are expected to vest. On January 1, 2017, the Company adopted ASU 2016-09 and elected to account for stock optionrecognizes forfeitures as they ~~occur which resulted in a cumulative effect adjustment of $0.1 million recorded to accumulated deficit and additional paid-in capital.~~occur.

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TELADOC, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The fair value of each option grant was estimated on the date of grant using the Black‑Scholes option‑pricing model with the following assumptions and fair value per share:


	Nine Months Ended September 30,				Six Months Ended June 30,
	2017		2016		2018		2017
Volatility		45.1% – 47.7%		44.7% – 46.3%		43.9% – 46.1%		45.8% – 47.7%
Expected life (in years)		6.1		6.0		6.0		6.1
Risk-free interest rate		1.81% - 2.30%		1.09% - 1.91%		2.45% - 2.66%		1.81% - 2.30%
Dividend yield		–		–		–		–
Weighted-average fair value of underlying common stock	$	11.83	$	6.27	$	18.76	$	22.52

For the quarter ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, the Company recorded compensation expense related to stock options granted of ~~$5.0~~$6.0 million and ~~$2.2~~$4.3 million, ~~respectively, and $12.2 million and $5.1 million for~~respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016, respectively.~~

~~As of September 30,~~ 2017, the Company recorded compensation expense related to stock options granted of $11.4 million and $7.2 million, respectively.

As of June 30, 2018, the Company had ~~$55.8~~$112.1 million in unrecognized compensation cost related to non‑vested stock options, which is expected to be recognized over a weighted‑average period of approximately ~~3.1~~2.7 years.

Restricted Stock Units

In May 2017, the Company commenced issuing Restricted Stock Units (“RSU’s”) to ~~certain~~ employees and Board members under the 2017 Employment Inducement Incentive Award Plan.

The fair value of the RSU’s is determined on the date of grant. On a monthly basis, the Company will record compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period. The vesting period for employees and members of the Board of Directors isranges from one to four ~~years and one year, respectively.~~years.

Activity under the RSU’s is as follows (in thousands, except share and per share amounts and years):

Weighted-Average

Grant Date

Shares

Fair Value Per Share
Balance at December 31, 2016

—

$
—
Granted

342,524

$
33.19
Cancelled/Forfeited

(5,616)

$
30.50
Balance at September 30, 2017

336,908

$
33.23
Vested and deferred at September 30, 2017

—

$
—
Non-vested at September 30, 2017

336,908

$
33.23


		Weighted-Average
		Grant Date
	Shares	Fair Value Per Share
Balance at December 31, 2017	633,115	$	33.84
Granted	1,205,834	$	41.52
Vested and issued	(165,032)	$	34.02
Cancelled/forfeited	(43,505)	$	38.18
Balance at June 30, 2018	1,630,412	$	39.38
Vested and unissued at June 30, 2018	132,000	$	35.35
Non-vested at June 30, 2018	1,468,416	$	39.40

The total grant‑date fair value of RSU’s granted during the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 were ~~$6.9~~$15.0 million and ~~$11.3~~$50.1 million, respectively.

~~For both~~ The total grant-date fair value of RSU’s granted during the quarter and ~~nine~~six months ended ~~September~~June 30, 2017 was $4.4 million.

For the quarter ended June 30, 2018 and 2017, the Company recorded stock based compensation expense related to the RSU’s of ~~$0.8~~$4.8 million and ~~$0.9~~$0.1 million, respectively. ~~There was no charge for~~For the ~~quarter and nine~~six months ended ~~September~~June 30, ~~2016.~~2018 and 2017, the Company recorded stock based compensation expense related to the RSU’s of $7.1 million and $0.1 million, respectively.

Employee Stock Purchase Plan

In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or ~~ESPP, in connection with its initial public offering.~~ESPP. A total of ~~551,641~~645,258 shares of common stock were reserved for issuance under this plan as of ~~September~~June 30, ~~2017.~~2018. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods.

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TELADOC, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal

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~~TELADOC, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase.

On May 8, 2018, the Company issued 56,453 shares under the ESPP. During 2017, the Company issued ~~90,968~~127,510 shares under the ~~ESPP and the Company had not issued any shares under the ESPP as~~ESPP. As of ~~December 31, 2016. 460,673~~June 30, 2018, 461,295 shares remained available for ~~issuance as of September 30, 2017.~~issuance.

For the quarter ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, the Company recorded stock-based compensation expense related to the ESPP of ~~$0.2~~$0.3 million and $0.1 million, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, the Company recorded stock-based compensation expense related to the ESPP of ~~$0.5~~$0.4 million and ~~$0.1~~$0.3 million, ~~respectively, based on offerings made under the plan to-date.~~respectively.

Total compensation costs charged as an expense for stock‑based awards, including stock options, RSU’s and ESPP, recognized in the components of operating expenses are as follows (in thousands):


	Quarters Ended				Nine Months Ended				Quarters Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Administrative and marketing	$	315	$	132	$	798	$	348	$	569	$	280	$	972	$	483
Sales		1,293		355		2,894		794		2,002		847		3,576		1,601
Technology and development		852		322		2,048		797		1,664		747		2,878		1,196
General and administrative		3,506		1,356		7,888		3,148		6,825		2,691		11,465		4,382
Total stock-based compensation expense	$	5,966	$	2,165	$	13,628	$	5,087	$	11,060	$	4,565	$	18,891	$	7,662

Note ~~12.~~14. Income Taxes

As a result of the Company’s history of net operating losses, the Company has provided for a full valuation allowance against its deferred tax assets for assets that are not more-likely-than-not to be realized. For the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, the Company recognized an income tax provision ~~was recognized~~and income tax benefit, respectively, for the indefinite lived NOL in the United States that is forecasted for the 2018 calendar year which can be netted up to 80% of the deferred tax liability associated with the goodwill, which is essentially offset by timing differences with respect to the treatment of the amortization of tax deductible goodwill, as well as foreign related ~~income partially offset by a tax benefit associated with the expiration of a statute of limitations.~~income. Income tax provisions recognized for the quarter ~~ended~~ and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, were primarily attributable to the timing differences with respect to the treatment of the amortization of tax deductible goodwill. A majority of the Company’s operations, and resulting deferred tax assets, were generated in the United States.

H.R. 1, commonly referred to as the Tax Cuts and Jobs Act, was enacted on December 22, 2017. The Tax Act included significant changes to the Internal Revenue Code of 1986, as amended, including amendments which significantly change the taxation of business entities. ASC 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment. The Company recognized the impact of the reduction in the U.S. statutory rate from 35% to 21% at December 31, 2017 as well as the impact of the mandatory repatriation, which was fully offset with a change in valuation allowance. Given the significance of the legislation, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (SAB 118), which clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provided for up to a one-year period in which to complete the required analyses and accounting. The Company is continuing to evaluate the impacts of the Tax Cuts and Jobs Act in accordance with SAB 118.

Beginning with the quarter ended March 31, 2018, the Company is calculating tax expense based on the newly enacted U.S. statutory rate of 21%. The Tax Act includes a Base Erosion Anti-Abuse Tax, commonly referred to as BEAT, which imposes a minimum tax on certain deductible payments or accruals made to foreign affiliates in tax years beginning after December 31, 2017. The Company has determined that it is currently not subject to BEAT. The Tax Act imposes a minimum tax on global intangible low-taxed income, commonly referred to as GILTI. The Company does not expect to recognize any tax expense related to GILTI as it has net operating losses available and a full valuation allowance. In addition the Tax Act imposes an interest expense limitation which disallows a portion of the interest

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TELADOC, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

deduction based on EBTIDA. While the disallowed interest deduction is deferred, there is no impact to tax expense due to the current year taxable loss and related valuation allowance.

Note 15. Sale of Assets

On June 29, 2018, the Company completed the sale of certain assets, primarily client contracts for services provided in the workers compensation field for total consideration of $5.5 million. The Company recorded a gain on this sale of approximately $4.1 million which is included in the consolidated statements of operations for the quarter ended June 30, 2018. Additionally, the Company has recorded a liability of $1.4 million in the consolidated balance sheets for potential contingencies which will be ultimately settled during the quarter ended September 30, 2018.

Note 16. Subsequent Event

On July 26, 2018, Teladoc completed a follow-on offering in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.3 million after deducting offering expenses of $1.1 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All statements other than statements of historical fact are, or may be, forward-looking statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimate, assumptions and projections about our industry, business and future financial results. We use words such as “anticipates”, “believes”, “suggests”, “targets”, “projects”, “plans”, “expects”, “future”, “intends”, “estimates”, “predicts”, “potential”, “may”, “will”, “should”, “could”, “would”, “likely”, “foresee”, “forecast”, “continue” and other similar words or phrases, as well as statements in the future tense to identify these forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of important factors, including those set forth below.

ongoing legal challenges to or new state actions against our business model;

our dependence on our relationships with affiliated professional entities;

evolving government regulations and our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business;

our ability to operate in the heavily regulated healthcare industry;

our history of net losses and accumulated deficit;

failures of our cyber-security measures that expose the ~~impact~~confidential information of ~~recent healthcare reform legislation~~our Clients and ~~other changes in the healthcare industry;~~Members;

risk of the loss of any of our significant Clients;

risks associated with a decrease in the number of individuals offered benefits by our Clients or the number of products and services to which they subscribe;

our ability to establish and maintain strategic relationships with third parties;

risks specifically related to our ability to operate in competitive international markets and comply with complex non-U.S. legal requirements;

our ability to recruit and retain a network of qualified Providers;

risk that the insurance we maintain may not fully cover all potential exposures;

rapid technological change in the telehealth market;

our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and its impact on our financial condition and results of operations;

our level of indebtedness and our ability to fund debt obligations and comply with covenants in our debt instruments;

any statements of belief and any statements of assumptions underlying any of the foregoing;

other factors disclosed in this Form 10-Q; and

other factors beyond our control.

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The foregoing list of factors is not exhaustive, and does not necessarily include all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. The information in this Quarterly Report should be read carefully in conjunction with other uncertainties and potential events described in our Form 10-K in the Annual Report for the year ended December 31, ~~2016~~2017 filed with the Securities and Exchange Commission (the “SEC”) and our other filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report. Except as required by law or regulation, we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

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Overview

We believe we are the largest and most trusted telehealth provider in the world. Recognized by MIT Technology Review as one of the “50 Smartest Companies”, we are forging a new healthcare experience with better convenience, outcomes and value. We provide virtual access to high quality care and expertise, with a portfolio of services and solutions covering 450 medical subspecialties from non-urgent, episodic needs like flu and upper respiratory infections, to chronic, complicated medical conditions like cancer and congestive heart failure. By marrying the latest in data and analytics with an award-winning user experience and a highly flexible technology platform, we have delivered millions of medical visits to patients around the globe. Over 22 million unique Members now benefit from access to Teladoc 24 hours a day, seven days a week, 365 days a year. We completed approximately ~~1,000,000~~1,138,000 telehealth visits in the first ~~nine~~six months of ~~2017~~2018 and approximately ~~952,000~~1,463,000 telehealth visits for the full year of ~~2016. Paid~~2017. U.S. paid membership ~~increased by approximately 5.6~~was 22.5 million ~~members from September~~on June 30,2018, compared to 15.2 million (adjusted for the 5.3 million Aetna and Amerigroup lives) on June 30, ~~2016 through September~~2017. Visit fee only access was provided to 9.6 million individuals as of June 30, ~~2017 including~~2018 and none as of June 30, 2017.

On May 31, 2018, the ~~impact from Best Doctors.~~Company completed the acquisition of Advance Medical-Health Care Management Services, S.A. (“Advance Medical”), a leading global virtual healthcare provider. Advance Medical offers a portfolio of virtual healthcare and expert medical opinion solutions.

On July 14, 2017, we completed the acquisition of Best Doctors Holdings, Inc. (“Best Doctors”), an expert medical consultation company. Best Doctors provides technology innovations and services to help employers, health plans and provider organizations to improve health outcomes for the most complex, critical and costly medical issues.

The Teladoc solution is transforming the access, cost and quality dynamics of healthcare delivery for all of our market participants. Our Members rely on Teladoc to remotely access affordable, on-demand healthcare whenever and wherever they choose. Employers, health plans, provider organization, insurance and financial services companies and consumers (our “Clients”) purchase our solution to reduce their healthcare spending, or to provide a market differentiating service as a complement to their core set of consumer service offerings, while at the same time offering convenient, affordable, high-quality healthcare to their employees or beneficiaries. Our network of physicians and other healthcare professionals (our “Providers”) as well as our medical experts have the ability to generate meaningful income and deliver their services more efficiently with no administrative burden. We believe the value proposition of our solution is evidenced by our overall Member satisfaction rate, which has exceeded 90% over the last ~~eight~~nine years. We further believe any consumer, employer, health plan or provider, insurance and financial service companies interested in a better approach to healthcare is a potential Teladoc Member, Client or Provider.

We generate revenue from our Clients on a contractually recurring, per-Member-per-month, subscription access fee basis, which provides us with significant revenue visibility. In addition, under the majority of our Client contracts, we generate additional revenue on a per-telehealth general medical visit basis, through a visit fee. Certain of our Client contracts generate revenue for expert ~~second~~medical opinions on a per case basis. Subscription access fees are paid by our Clients on behalf of their employees, dependents, policy holders, card holders, beneficiaries or themselves, while general medical and other specialty visit fees are paid by either Clients or Members. We also generate revenue from Members of our direct-to-consumer behavioral health product on a subscription access fee basis.

We generated ~~$68.7~~$94.6 million ~~including $21.8 million from Best Doctors~~ and ~~$32.4~~$44.6 million in revenue for the quarters ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, representing 112% year-over-year growth and $184.2 million and $87.5 million in revenue for the six months ended June 30, 2018 and 2017, respectively, representing 111% year-over-year growth. Excluding the impact from Advance Medical and Best Doctors our organic growth rate was ~~45%. We generated $156.1 million, including $21.8 million from Best Doctors~~39% and ~~$85.8 million in revenue~~43% for the ~~nine~~quarter and six months ended ~~September~~June 30, ~~2017 and 2016, respectively, representing 82% year-over-year growth. Excluding the impact from Best Doctors our organic growth rate was 57%.~~2018, respectively. We had net losses of ~~$31.3~~$25.1 million and ~~$29.8~~$15.4 million for the quarters ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively and ~~$62.4~~$48.9 million and ~~$60.0~~$31.1 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016,~~

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respectively. For ~~the~~ quarter ended ~~September~~June 30, ~~2017, 87%~~2018, 84% and ~~13%~~16% of our revenue was derived from subscription access fees and visit fees, respectively and for the ~~nine~~six months ended ~~September~~June 30, 2018, 82% and 18% of our revenue was derived from subscription access fees and visit fees, respectively. For the quarter ended June 30, 2017, 84% and 16% of our revenue was derived from subscription access fees and visit fees, ~~respectively. For the quarter ended September 30, 2016, 86% and 14% of our revenue was derived from subscription access fees and visit fees,~~ respectively and for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, 82% and 18% of our revenue was derived from subscription access fees and visit fees, respectively.

In July 2018, we successfully closed on a follow-on offering (the “July Offering”) in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.3 million after deducting offering expenses of $1.1 million.

In December 2017, we successfully closed on a follow-on public offering (the “December Offering”) in which the Company issued and sold 4,096,600 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $35.00 per share. We received net proceeds of $134.7 million after deducting underwriting discounts and commissions of $8.2 million as well as other offering expenses of $0.5 million. In January 2017, we successfully closed on ~~our Follow-On Offering~~a follow-on public offering (the “Follow-On Offering”) in which the Company issued and sold 7,887,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $16.75 per share. We received net proceeds of $123.9 million after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.6 million.

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Acquisition History

We have scaled and intend to continue to scale our platform through the pursuit of selective acquisitions. We completed multiple acquisitions since our inception, which we believe have expanded our distribution capabilities and broadened our service offerings.

On May 31, 2018, we completed our acquisition of Advance Medical for aggregate consideration of $351.7 million, net of cash acquired of $8.8 million, which was comprised of 1,344,387 shares of our common stock valued at $68.6 million on May 31, 2018, and $291.9 million of cash. Advance Medical is a leading global virtual care provider offering a portfolio of virtual healthcare and expert medical opinion solutions.

On July 14, 2017, we completed our acquisition of Best Doctors, for aggregate consideration of $445.5 million, net of cash acquired which comprised of ~~$379.4 million of cash and $66.2 million~~1,855,078 shares of our common stock ~~(or 1,855,078 shares), net~~valued at $66.2 million on July 14, 2017 and $379.4 million of ~~cash acquired.~~cash. Best Doctors is ~~the world’s~~a leading expert medical consultation company focused on improving health outcomes for the most complex, critical and costly medical issues.

On July 1, 2016, we completed our acquisition of HY Holdings, Inc. d/b/a HealthiestYou Corporation, or HealthiestYou, for aggregate consideration of $151.5 million, comprised of $43.2 million of cash and $108.3 million of our common stock (or 6,955,796 shares), net of cash acquired. HealthiestYou is a telehealth consumer engagement technology platform for the small to mid-sized employer market. Solutions provided by HealthiestYou include 24/7 access to telephone and video conferencing with doctors as well as the convenience of procedure price comparisons, prescription medicine price comparisons, health plan information and benefits eligibility and location information for wellness service providers.

Key Factors Affecting Our Performance

Number of U.S. Paid Members. Our revenue growth rate and long-term profitability are affected by our ability to increase our number of U.S. Paid Members because we derive a substantial portion of our revenue from subscription access fees via Client contracts that provide U.S. Paid Members access to our professional Provider network in exchange for a contractual based monthly fee. Revenue is driven primarily by the number of Clients, the number of U.S. Paid Members in a Client’s population, the number of services contracted for by a Client and the contractually negotiated prices of our services and the negotiated pricing that is specific to that particular Client. We believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate our services and support initiatives that will enhance ~~Member~~member experiences. U.S. Paid membership ~~increased by approximately 5.6~~were 22.5 million ~~members from September~~on June 30, ~~2016 through September~~2018, compared to 15.2 million (adjusted for the 5.2 million Aetna and Amerigroup lives) on June 30, ~~2017, including approximately 2.8 million members from the acquisition of Best Doctors.~~2017.

Number of Visits. We also recognize revenue in connection with the completion of a general medical visit, expert ~~second~~medical opinion and other specialty visit for the majority of our contracts. Accordingly, our visit revenue, or visit fees, generally increase as the number of visits increase. Visit fee revenue is driven primarily by the number of Clients, the number of U.S. Paid Members in a Client’s population, U.S. Paid Member utilization visit fee only individuals of our Provider network services and the contractually negotiated prices of our services. We believe that increasing our current U.S. Paid Member utilization rate and further penetration into existing and sales to new health plan clients is a key objective in order for our Clients to realize tangible healthcare savings with our service. ~~Visits~~Total visits increased by approximately ~~103,000~~224,000 for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to the same period in ~~2016.~~2017. Total visits increased by approximately 445,000 for the six months ended June 30, 2018 compared to the same period in 2017.

Seasonality. We typically experience the strongest increases in consecutive quarterly revenue during the fourth and first quarters of each year, which coincides with traditional annual benefit enrollment seasons. In particular,

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as a result of many Clients’ introduction of new services at the very end of the current year, or the start of each year, the majority of our new Client contracts have an effective date of January 1. Additionally, as a result of national seasonal cold and flu trends, we experience our highest level of general medical visit fees during the first and fourth quarters of each year when compared to other quarters of the year. Conversely, the second quarter of the year has historically been the period of lowest utilization of our Provider network services relative to the other quarters of the year. See “Risk Factors—Risks Related to Our Business—Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.” included in our Form 10-K for the year ended December 31, ~~2016~~2017 filed with the SEC.

Components of Results of Operations

Revenue

On January 1, 2018, we adopted Accounting Standards (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method. The adoption of ASU 2014-09 had no impact on our consolidated financial position, results of operations or cash flows.

We generate ~~our~~ revenue from ~~our~~contracts with Clients who purchase access to our professional Provider network or ~~our~~ medical experts for their employees, dependents and other beneficiaries. Our Client contracts include a per-Member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert ~~second~~medical opinion on a per case basis. We also have certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For our direct-to-consumer behavioral health product, Members purchase access to our professional Provider network for a subscription access fee. Accordingly, we generate

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subscription access revenue from ~~our~~ subscription access fees and visit ~~revenue from our general medical, expert second opinion and other specialty visit fees.~~

Subscription access revenue accounted for approximately 87% and 86% of our total revenue during the quarters ended September 30, 2017 and 2016, respectively and 84% and 82% of our total revenue during the nine months ended September 30, 2017 and 2016, respectively. Subscription access revenue is driven primarily by the number of Clients, the number of Members in a Client’s population, the number of services contracted for by a Client and the contractually negotiated prices of our services. Visit fee revenue for general medical, expert ~~second~~medical opinion and other specialty visits is driven primarily by the number of Clients, the number of Members in a Client’s population, Member utilization of our professional Provider network services and the contractually negotiated prices of our services.visit.

We recognize subscription access fees and visit and second opinion access fees in arrears on a monthly basis when the following criteria are met: (i) there is an executed subscription agreement, (ii) the Member has access to the service, (iii) collection of the fees is reasonably assured and (iv) the amount of fees to be paid by the Client and Member is fixed and determinable. Our agreements generally have a term of one year. The majority of Clients renew their contracts ~~with us~~ following their first year of services. Revenues are recognized when we satisfy our performance obligation to stand ready to provide telehealth services which occurs when our Clients and Paid Members have access to and obtain control of the telehealth service.

Subscription access revenue accounted for approximately 84% of our total revenue during both of the quarters ended June 30, 2018 and 2017 and represented 82% of our total revenue during both of the six months periods ended June 30, 2018 and 2017.

Certain of our contracts include client performance guarantees that are based upon minimum Member utilization and guarantees by us for specific service level performance. If client performance metrics are not being realized, we record, as a reduction to revenue, an estimate of the amount that will be due at the end of the respective client’s contractual period.

Warranties and Indemnification

Our arrangements generally include certain provisions for indemnifying Clients against liabilities if there is a breach of a Client’s data or if our service infringes a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnifications.

We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. We maintain director and officer liability insurance coverage that would generally enable us to recover a portion of any future amounts paid. We may also be subject to indemnification obligations by law with respect to the actions of our employees under certain circumstances and in certain jurisdictions.

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Concentrations of Risk and Significant Clients

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term marketable securities and accounts receivable. Although we deposit our cash with multiple financial institutions in U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits. Our short-term marketable securities are comprised of a portfolio of diverse high credit rating instruments with maturity durations of 1 year or less.

~~Revenue~~For the quarters ended June 30, 2018 and 2017, revenue from Clients located in the United States ~~for the quarters ended September 30, 2017 and 2016 were $60.0~~was $79.6 million and ~~$32.4~~$44.6 million, respectively. ~~Revenue~~For the six months ended June 30, 2018 and 2017, revenue from Clients located in the United States ~~for the nine months ended September 30, 2017 and 2016 were $147.5~~was $158.4 million and ~~$85.8~~$87.5 million, respectively.

~~Revenue~~For the quarter ended June 30, 2018, revenue from Clients located outside the United States ~~for the quarter and nine months ended September 30, 2017~~ was ~~$8.7~~$15.0 million and zero in ~~2016.~~2017. For the six months ended June 30, 2018, revenue from Clients located outside the United States was $25.9 million and zero in 2017.

No Client represented over 10% of revenues for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~2017.

No Client represented over 10% of accounts receivable at ~~September~~June 30, ~~2017. One client represented 11% of accounts receivable at~~2018 and December 31, ~~2016.~~2017.

Cost of Revenue

Cost of revenue primarily consists of fees paid to our Providers and medical experts, costs incurred in connection with our Provider network operations, which include employee-related expenses (including salaries and benefits), costs related to our Provider network operations center activities, medical records, magnetic resonance imaging, medical lab tests, translation, postage and ~~insurance, which includes coverage for~~ medical malpractice ~~claims.~~

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insurance. Cost of revenue is driven primarily by the number of general medical visits, expert ~~second~~medical opinions and other specialty visits completed in each period. Many of the elements of the cost of revenue are relatively variable and semi-variable, and can be reduced in the near-term to offset any decline in our revenue. Our business and operational models are designed to be highly scalable and leverage variable costs to support revenue-generating activities. While we currently expect to continue to enhance our Provider network operations center as well as our sales and technology capabilities to support business growth, we believe our increased investment in automation and integration capabilities and economies of scale in our Provider network operations center operating model, will position us to grow our revenue at a greater rate than our cost of revenue.

Gross Profit

Our gross profit is our total revenue minus our total cost of revenue, and we also express our gross profit as a percentage of our total revenue. Our gross profit has been and will continue to be affected by a number of factors, including the fees we charge our Clients, the number of visits and cases we complete the costs paid to Providers and medical experts as well as the costs of our Provider network operations center. We expect our annual gross profit to ~~remain relatively steady~~decrease over the ~~near term, although~~next several years and our quarterly gross profit is expected to fluctuate in any calendar year from ~~period~~quarter to ~~period~~quarter depending on the interplay of these aforementioned factors.

Advertising and Marketing Expenses

Advertising and marketing expenses consist primarily of costs of digital advertisements, personnel and related expenses for our marketing staff and communications materials that are produced for member acquisition and to generate greater awareness and utilization among our Clients and Members. Marketing costs also include third-party independent research, trade shows and brand messages, public relations costs and stock-based compensation for our advertising and marketing employees. Our advertising and marketing expenses exclude certain allocations of occupancy expense as well as depreciation and amortization.

We expect our advertising and marketing expenses to increase for the foreseeable future as we continue to increase the size of our digital advertising and marketing operations including member acquisition and engagement activities and expand into new products and markets. Our advertising and marketing expenses will fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our advertising campaigns and marketing expenses. We will continue to invest in advertising and marketing by promoting our brands through a variety of marketing and public relations activities.

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Sales Expenses

Sales expenses consist primarily of employee-related expenses, including salaries, benefits, commissions, employment taxes, travel and stock-based compensation costs for our employees engaged in sales, account management and sales support in addition to commissions paid to external brokers. Our sales expenses exclude certain allocations of occupancy expense as well as depreciation and amortization. We expect our sales expenses to increase in the short-to-medium-term as we strategically invest to expand our business and to capture an increasing amount of our market opportunity.

Technology and Development Expenses

Technology and development expenses include personnel and related expenses for software engineering, information technology infrastructure, security and compliance and product development. Technology and development expenses also include outsourced software engineering services, the costs of operating our on-demand technology infrastructure, licensed applications and stock-based compensation for our technology and development employees. Our technology and development expenses exclude certain allocations of occupancy expense as well as depreciation and amortization.

We expect our technology and development expenses to increase for the foreseeable future as we continue to invest in the development of our technology platform. Our technology and development expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our technology and development expenses. Historically, the majority of our technology and development costs have been expensed.

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Legal and Regulatory Expenses

Legal and regulatory expenses include professional fees incurred. Our legal and regulatory expenses exclude certain allocations of personnel and related expenses, occupancy expense as well as depreciation and amortization.

Acquisition and Integration Related Costs

Acquisition and integration related costs include investment banking, financing, legal, accounting, consultancy, lease abandonment, integration and certain non-recurring transaction costs related to mergers and acquisitions.

Gain on Sale

Gain on sale consists of the gain on sale of assets.

General and Administrative Expenses

General and administrative expenses include personnel and related expenses of, and professional fees incurred by our executive, finance, product development, business development, operations and human resources departments. They also include stock-based compensation costs related to our board of directors and our employees and most of the facilities costs including utilities and facilities maintenance. Our general and administrative expenses exclude any allocation of depreciation and amortization.

We expect our general and administrative expenses to increase for the foreseeable future as we continue to grow our business. However, we expect our general and administrative expenses to decrease as a percentage of our total revenue over the next several years. Our general and administrative expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our general and administrative expenses.

Depreciation and Amortization

Depreciation and amortization consists primarily of depreciation of fixed assets, amortization of capitalized software development costs and amortization of acquisition-related intangible assets.

~~Amortization~~

Table of ~~Warrants and Loss on Extinguishment of Debt~~Contents

Amortization of warrants and loss on extinguishment of debt consists of the recognition of the fair value of warrants issued in connection with the July 2016 Mezzanine Term Loan, the write-off of origination and termination financing fees and related deferred cost in connection with SVB indebtedness extinguished in connection with our July 2017 and 2016 refinancings.

Interest Expense, Net

Interest expense, net consists of interest costs associated with our bank, amortization of debt issuance costs and ~~other debt,~~interest costs associated with the Convertible Senior Notes and the New Term Loan, net of interest earned on short-term marketable securities.

Foreign Currency

The functional currency for each of our foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the weighted average exchange rate during the period. Cumulative translation gains or losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). We have not utilized hedging strategies with respect to such foreign exchange exposure.

Income Tax Provision

We account for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit and NOLs. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. We assess the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. We have also recorded deferred tax liabilities arising principally from the difference between the treatment of

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goodwill between tax and financial accounting book purposes. We have provided a full valuation allowance at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, due to the uncertainty surrounding the future realization of such assets.

H.R. 1, new tax legislation, commonly referred to as the Tax Cuts and Jobs Act, was enacted on December 22, 2017. The Tax Act included significant changes to the Internal Revenue Code of 1986, as amended, including amendments which significantly change the taxation of business entities. ASC 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment. Beginning with the quarter ended March 31, 2018, we are calculating tax expense based on the newly enacted U.S. statutory rate of 21%.

The Tax Act includes a Base Erosion Anti-Abuse Tax, commonly referred to as BEAT, which imposes a minimum tax on certain deductible payments or accruals made to foreign affiliates in tax years beginning after December 31, 2017. We determined that it is currently not subject to BEAT. The Tax Act imposes a minimum tax on global intangible low-taxed income, commonly referred to as GILTI. We do not expect to recognize any tax expense related to GILTI as it has net operating losses available and a full valuation allowance. In addition the Tax Act imposes an interest expense limitation which disallows a portion of the interest deduction based on EBTIDA. While the disallowed interest deduction is deferred, there is no impact to tax expense due to the current year taxable loss and related valuation allowance.

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Consolidated Results of Operations

The following table sets forth our consolidated statement of operations data for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 and the dollar and percentage change between the respective periods:


	Quarters Ended September 30,								Nine Months Ended September 30,								Quarters Ended June 30,								Six Months Ended June 30,
	2017		2016						2017		2016						2018		2017						2018		2017
	$		$		Variance		%(a)		$		$		Variance		%(a)		$		$		Variance		%		$		$		Variance		%(a)
Revenue	$	68,650	$	32,381	$	36,269	112	%	$	156,139	$	85,757	$	70,382	82	%	$	94,560	$	44,591	$	49,969	112	%	$	184,204	$	87,489	$	96,715	111	%
Cost of revenue		16,742		7,112		9,630	135	%		38,907		21,946		16,961	77	%		27,684		10,026		17,658	176	%		54,540		22,165		32,375	146	%
Gross profit		51,908		25,269		26,639	105	%		117,232		63,811		53,421	84	%		66,876		34,565		32,311	93	%		129,664		65,324		64,340	98	%
Operating expenses:
Advertising and marketing		14,328		9,046		5,282	58	%		39,222		24,900		14,322	58	%		19,561		12,278		7,283	59	%		39,886		24,894		14,992	60	%
Sales		11,393		7,662		3,731	49	%		26,705		18,792		7,913	42	%		14,559		7,324		7,235	99	%		28,342		15,312		13,030	85	%
Technology and development		9,964		5,867		4,097	70	%		24,013		15,921		8,092	51	%		14,348		7,537		6,811	90	%		27,252		14,049		13,203	94	%
Legal		105		1,033		(928)	-90	%		725		3,348		(2,623)	-78	%		108		277		(169)	-61	%		589		620		(31)	-5	%
Regulatory		777		817		(40)	-5	%		2,771		2,437		334	14	%		531		987		(456)	-46	%		1,095		1,994		(899)	-45	%
Acquisition and integration related costs		8,526		6,196		2,330	38	%		10,639		6,959		3,680	53	%		5,800		2,113		3,687	175	%		7,369		2,113		5,256	249	%
Gain on sale																		(4,070)		—		(4,070)	n/m	%		(4,070)		—		(4,070)	n/m	%
General and administrative		21,938		12,298		9,640	78	%		52,299		35,215		17,084	49	%		26,140		15,873		10,267	65	%		50,141		30,361		19,780	65	%
Depreciation and amortization		6,418		2,607		3,811	146	%		11,693		5,673		6,020	106	%		8,046		2,668		5,378	202	%		16,299		5,275		11,024	209	%
Loss from operations		(21,541)		(20,257)		(1,284)	6	%		(50,835)		(49,434)		(1,401)	3	%		(18,147)		(14,492)		(3,655)	25	%		(37,239)		(29,294)		(7,945)	27	%
Amortization of warrants and loss on extinguishment of debt		1,457		8,454		(6,997)	-83	%		1,457		8,454		(6,997)	-83	%
Interest expense, net		8,202		873		7,329	839	%		9,678		1,707		7,971	467	%		6,910		774		6,136	793	%		11,783		1,476		10,307	698	%
Net loss before taxes		(31,200)		(29,584)		(1,616)	5	%		(61,970)		(59,595)		(2,375)	4	%		(25,057)		(15,266)		(9,791)	64	%		(49,022)		(30,770)		(18,252)	59	%
Income tax provision		130		188		(58)	-31	%		429		360		69	19	%
Income tax (benefit) provision																		22		149		(127)	-85	%		(81)		299		(380)	-127	%
Net loss	$	(31,330)	$	(29,772)	$	(1,558)	5	%	$	(62,399)	$	(59,955)	$	(2,444)	4	%	$	(25,079)	$	(15,415)	$	(9,664)	63	%	$	(48,941)	$	(31,069)	$	(17,872)	58	%

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EBITDA and Adjusted EBITDA

The following table reconciles net loss to EBTIDA and Adjusted EBITDA for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Net loss	$	(31,330)	$	(29,772)	$	(62,399)	$	(59,955)	$	(25,079)	$	(15,415)	$	(48,941)	$	(31,069)
Add:
Interest expense, net		8,202		873		9,678		1,707		6,910		774		11,783		1,476
Income tax provision		130		188		429		360
Income tax (benefit) provision										22		149		(81)		299
Depreciation expense		1,113		606		2,466		1,542		733		696		2,264		1,354
Amortization expense		5,305		2,001		9,227		4,131		7,313		1,972		14,036		3,921
EBITDA(1)		(16,580)		(26,104)		(40,599)		(52,215)		(10,101)		(11,824)		(20,939)		(24,019)
Stock-based compensation		5,966		2,165		13,628		5,087		11,060		4,565		18,891		7,662
Amortization of warrants and loss on extinguishment of debt		1,457		8,454		1,457		8,454
Gain on sale										(4,070)		—		(4,070)		—
Acquisition and integration related costs		8,526		6,196		10,639		6,959		5,800		2,113		7,369		2,113
Adjusted EBITDA(1)	$	(631)	$	(9,289)	$	(14,875)	$	(31,715)	$	2,689	$	(5,146)	$	1,251	$	(14,244)

(1)

Non-GAAP Financial Measures:

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To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use EBITDA and Adjusted EBITDA, which are non-U.S. GAAP financial measures to clarify and enhance an understanding of past performance. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as the primary measure of our performance.

EBITDA consists of net loss before interest, taxes, depreciation and amortization. We believe that making such adjustment provides investors meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Adjusted EBITDA consists of net loss before interest, taxes, depreciation, amortization, stock-based compensation, ~~amortization of warrants and loss~~gain on ~~extinguishment of debt~~sale and acquisition and integration related costs. We believe that making such adjustment provides investors meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

We believe both financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term EBITDA and Adjusted EBITDA may vary from that of others in our industry. Neither EBITDA nor Adjusted EBITDA should be considered as an alternative to net loss before taxes, net loss, loss per share or any other performance measures derived in accordance with U.S. GAAP as measures of performance.

EBITDA and Adjusted EBITDA have important ~~limitation~~limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

~~EBTIDA and Adjusted EBITDA:~~

~~does~~EBITDA and Adjusted EBITDA do not reflect the significant interest expense on our debt; ~~and~~

~~eliminates~~EBITDA and Adjusted EBITDA eliminate the impact of income taxes on our results of operations; ~~and~~

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and both measures do not reflect any expenditures for such replacements; and

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~~does not reflect the significant non-recurring charge associated with the amortization of warrants and loss on extinguishment of debt; and~~

Adjusted EBITDA does not reflect the significant acquisition and integration related costs related to mergers and acquisitions; ~~and~~

Adjusted EBITDA does not reflect the significant gain on sale of certain non-core business contracts;

Adjusted EBITDA does not reflect the significant non cash stock compensation expense which should be viewed as a component of recurring operating costs; and

other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting the usefulness of EBITDA and Adjusted EBITDA as comparative measures.

In addition, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and both EBITDA and Adjusted EBITDA do not reflect any expenditures for such replacements.

We compensate for these limitations by using EBITDA and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. Such U.S. 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 EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

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Consolidated Results of Operations Discussion

We completed our ~~acquisitions~~acquisition of Advance Medical on May 31, 2018 and the acquisition of Best Doctors ~~and HealthiestYou~~ on July 14, ~~2017 and July 1, 2016, respectively.~~2017. The results of operations of the aforementioned ~~acquisitions have~~acquisition has been included in our unaudited consolidated financial statements included in this Quarterly Report ~~since completion~~from the date of ~~the acquisitions.~~each acquisition.

Revenue. Total revenue was ~~$68.7~~$94.6 million ~~including $21.8 million from Best Doctors~~ for the quarter ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$32.4~~$44.6 million during the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$36.3~~$50.0 million, or 112%, organic growth was ~~45%~~39%. Total revenue was ~~$156.1~~$184.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$85.8~~$87.5 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$70.4~~$96.7 million, or ~~82%. Excluding the contribution of $21.8 million from Best Doctors our~~111%, organic growth ~~rate for the period~~ was ~~57%~~43%. The primary increase in revenue in 2018 for both periods ~~in 2017~~ was substantially driven by the acquisition of Best Doctors contributing ~~$21.8~~$26.7 million and $53.5 million in revenue for the quarter and six months ended June 30, 2018 and the acquisition of Advance Medical contributing $6.2 million for both the quarter and six months ended June 30, 2018, and an increase in new Clients and the number of new Members generating additional subscription access fees. The increase in subscription access fees was due to the addition of new subscribers to our behavioral health services and new Clients, as the number of paid Members increased by ~~33%~~37% from ~~September~~June 30, ~~2016~~2017 to ~~September~~June 30, ~~2017.~~2018. Revenue from ~~the~~ U.S. subscription access fees was ~~$51.6~~$65.1 million ~~which includes $11.6~~for the quarter ended June 30, 2018 compared to $37.5 million ~~from Best Doctors. Best Doctors~~for the quarter ended June 30, 2017 and was $126.1 million for the six months ended June 30, 2018 compared to $71.8 million for the six months ended June 30, 2017. We generated ~~$8.2~~$14.7 million of international subscription access fees for the quarter ended ~~September~~June 30, ~~2017. Revenue from~~2018 and none for the ~~U.S. subscription access fees were $123.4 million, including $11.6 million from Best Doctors~~quarter ended June 30, 2017 and ~~$8.2~~$25.4 million of international subscription access fees ~~generated by Best Doctors~~ for the ~~nine~~six months ended ~~September~~June 30, 2018 and none for the six months ended June 30, 2017.

We completed approximately ~~306,000~~533,000 visits, representing ~~$8.9~~$14.8 million of visit fees for the quarter ended ~~September~~June 30, ~~2017,~~2018, compared to approximately ~~203,000~~309,000 visits, representing ~~$4.6~~$7.1 million of visit fees during the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$4.3~~$7.7 million, or ~~94%~~107%. ~~Revenue from general medical visits and other specialty visits (primarily expert second opinions) was $6.8 million and $2.1 million for the quarter ended September 30, 2017, respectively.~~ We ~~also~~ completed approximately ~~1,000,000~~1,138,000 visits, representing ~~$24.5~~$32.7 million of visit fees for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to approximately ~~642,000~~694,000 visits, representing $15.7 million of visit fees during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$8.9~~$17.0 million, or ~~57%~~109%. ~~Revenues from general medical visits and other specialty visits (primarily expert second opinions) was $22.4 million and $2.1 million for the nine months ended September 30, 2017, respectively.~~

Cost of Revenue. Cost of revenue was ~~$16.7~~$27.7 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$7.1~~$10.0 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$9.6~~$17.7 million, or ~~135%~~176%. Cost of revenue was ~~$38.9~~$54.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$21.9~~$22.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$17.0~~$32.3 million, or ~~77%~~146%. The increase in both periods ~~in 2017~~ was primarily due to the ~~the~~ additional ~~$7.0~~$9.3 million and $17.7 million in costs associated with Best Doctors services for the quarter and six months ended June 30, 2018, $3.3 million in costs associated with Advance Medical services for the quarter and six months ended June 30, 2018 and increased general medical visits resulting in increased provider fees, and ~~increased~~ physician network operation center costs.

Gross Profit. Gross profit was ~~$51.9~~$66.9 million, or ~~76%~~71% as a percentage of revenue, for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$25.3~~$34.6 million, or ~~78%~~77%, as a percentage of revenue, for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$26.6~~$32.3 million, or ~~105%~~93%. Gross profit was ~~$117.2~~$129.7 million, or ~~75%~~70% as a percentage of revenue, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$63.8~~$65.3 million, or ~~74%~~75%, as a percentage of revenue, for the ~~nine~~

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six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$53.4~~$64.3 million, or ~~84%~~98%. The increase in gross profit in both periods reflects the aforementioned revenue and cost of revenue growth. The lower gross profit percentage to revenue for both periods reflects the impact of revenue mix and the impact of the acquisitions.

Advertising and Marketing Expenses. Advertising and marketing expenses were ~~$14.3~~$19.6 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$9.0~~$12.3 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$5.3~~$7.3 million, or ~~58%~~59%. Including the impact from Best Doctors, this increase primarily consisted of increased digital advertising, member engagement initiatives, sponsorship of professional organizations and trade shows of ~~$3.7~~$5.5 million, increased staffing of ~~$1.1~~$1.0 million and other expenses of ~~$0.5~~$0.8 million. Advertising and marketing expenses were ~~$39.2~~$39.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to $24.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$14.3~~$15.0 million, or ~~58%~~60%. Including the impact from Best Doctors, this increase primarily consisted of increased digital advertising, member engagement initiatives, sponsorship of professional organizations and trade shows of ~~$11.2~~$2.1 million, increased staffing of ~~$2.3~~$11.9 million and other expenses of ~~$0.8~~$1.0 million.

Sales Expenses. Sales expenses were ~~$11.4~~$14.6 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$7.7~~$7.3 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$3.7~~$7.3 million, or ~~49%~~99%. Including the impact from Best Doctors, this increase primarily consisted of increased staffing and sales commissions of ~~$3.3~~$6.3 million and an increase to

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other sales expenses of ~~$0.4~~$1.0 million. Sales expenses were ~~$26.7~~$28.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$18.8~~$15.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$7.9~~$13.0 million, or ~~42%~~85%. Including the impact from Best Doctors, this increase primarily consisted of increased staffing and sales commissions of ~~$7.2~~$11.2 million and an increase to other sales expenses of ~~$0.7~~$1.8 million.

Technology and Development Expenses. Technology and development expenses were ~~$9.9~~$14.3 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$5.8~~$7.5 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$4.1~~$6.8 million, or ~~70%~~90%. Including the impact from Best Doctors, this increase resulted primarily from hiring additional personnel totaling ~~$2.3~~$3.9 million, technology and development expense of ~~$1.4~~$1.7 million and other expenses of ~~$0.4~~$1.2 million. Technology and development expenses were ~~$24.0~~$27.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$15.9~~$14.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$8.1~~$13.2 million, or ~~51%~~94%. Including the impact from Best Doctors, this increase resulted primarily from hiring additional personnel totaling ~~$5.4~~$7.9 million, ~~and~~ technology and development expense of ~~$2.6~~$3.2 million and other expenses of $2.1 million.

Legal Expenses. Legal expenses were $0.1 million for the quarter ended ~~September~~June 30, 2018 compared to $0.3 million for the quarter ended June 30, 2017, a decrease of $0.2 million, or 61%. The decrease in 2018 resulted primarily from decreased costs to support current legal activities. Legal expenses were $0.6 million for both the six months ended June 30, 2018 and 2017.

Regulatory Expenses. Regulatory expenses were $0.5 million for the quarter ended June 30, 2018 compared to $1.0 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, a decrease of $0.5 million, or 46%. Regulatory expenses were $1.1 million for the six months ended June 30, 2018 compared to $2.0 million for the six months ended June 30, 2017, a decrease of $0.9 million, or ~~90%. Legal expenses were $0.7 million for the nine months ended September 30, 2017 compared to $3.3 million for the nine months ended September 30, 2016, a decrease of $2.6 million, or 78%~~45%. The decrease in both periods resulted primarily from ~~lower legal fees incurred in connection with the Company’s legal activities in Texas.~~

~~Regulatory Expenses.~~ Regulatory expenses were $0.8 million for each of the quarters ended September 30, 2017 and 2016. Regulatory expenses were $2.8 million for the nine months ended September 30, 2017 compared to $2.4 million for the nine months ended September 30, 2016, an increase of $0.4 million, or 14%. This increase resulted primarily from the increased activitiesdecreased costs required in connection with the Company’s ~~legal efforts in Texas and certain other states.~~regulatory efforts.

Acquisition and Integration Related Costs. Acquisition and integration related costs, incurred in connection with the Advance Medical and Best Doctors acquisitions, were ~~$8.5~~$5.8 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$6.2~~$2.1 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$2.3 million.~~$3.7 million, which primarily represents the additional costs associated with the acquisition of Advance Medical. Acquisition and integration related costs were ~~$10.6~~$7.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$7.0~~$2.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$3.6 million. The 2017 acquisition and integration related~~$5.3 million, which primarily represents the costs ~~represent legal and professional fees for~~associated with the ~~July 2017~~ acquisition of ~~Best Doctors. The 2016 acquisition related costs represent legal, professional~~Advance Medical.

Gain on Sale. Gain on sale of $4.1 million for both of the quarter and ~~contract termination costs for~~six months ended June 30, 2018 consists of the ~~July 2016 HealthiestYou transaction.~~June 2018 sale of certain client contracts.

General and Administrative Expenses. General and administrative expenses were ~~$21.9~~$26.1 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$12.3~~$15.9 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$9.6~~$10.2 million, or ~~78%~~65%. This increase was driven primarily by an increase in employee-related expenses of approximately ~~$6.7~~$5.4 million resulting from growth in total employee headcount to ~~1,247~~1,201 at ~~September~~June 30, ~~2017~~2018 as compared to ~~658~~672 employees at ~~September~~June 30, ~~2016~~2017 primarily from the impact ~~from~~of the Best Doctors ~~acquisition.~~and Advance Medical acquisitions. Other expenses, which include office-related charges, professional fees and bank charges, increased by ~~$2.9~~$4.8 million for the quarter ended ~~September, 2017~~June 30, 2018 as compared to ~~September~~June 30, ~~2016,~~2017, to support the growth of our ~~business including the impact from the Best Doctors acquisition.~~business. General and administrative expenses were ~~$52.3~~$50.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$35.2~~$30.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$17.1~~$19.7 million, or ~~49%~~65%. This

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increase was driven primarily by an increase in employee-related expenses of approximately ~~$11.6~~$18.3 million resulting from growth in total employee headcount to ~~1,247~~1,201 at ~~September~~June 30, ~~2017~~2018 as compared to ~~658~~672 employees at ~~September~~June 30, ~~2016 including~~2017 primarily from the impact from the ~~Best Doctors acquisition.~~aforementioned acquisitions. Other expenses, which include office-related charges, professional fees and bank charges, increased by ~~$5.5~~$1.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 as compared to ~~September~~June 30, ~~2016~~2017, to support the growth of our ~~business including the impact from the Best Doctors acquisition.~~ business.

Depreciation and Amortization. Depreciation and amortization was ~~$6.4~~$8.1 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$2.6~~$2.7 million for the quarter ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$3.8~~$5.4 million, or ~~146%~~202%. Depreciation and amortization was ~~$11.7~~$16.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$5.7~~$5.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$6.0~~$11.0 million, or ~~106%~~209%. The increase in both periods was primarily due to ~~additional~~the impact from acquisitions. Additional amortization expenses primarily related to ~~the Best Doctors~~an increase in acquisition-related intangible assets that grew from ~~$36.1~~$36.8 million at ~~September~~June 30, ~~2016~~2017 to ~~$185.5~~$305.7 million at ~~September~~June 30, ~~2017~~2018 and an increase of depreciation expense on an increased base of depreciable fixed assets ~~including the impact from the Best Doctors acquisition~~ that grew from ~~$10.7~~$13.0 million at ~~September~~June 30, ~~2016~~2017 to ~~$17.3~~$22.6 million at ~~September~~June 30, ~~2017.~~2018.

~~Amortization~~

Table of ~~Warrants and Loss on Extinguishment of Debt.~~ Amortization of warrants and loss on extinguishment of debt was $1.5 million for the quarter and nine months ended September 30, 2017 compared to $8.5 million for the quarter and nine months ended September 30, 2016, a decrease of $7.0 million. As a result of the July 2017 refinancing, the Company paid off the July 2016 Mezzanine Term Loan and recorded a one-time charge associated with the loss on extinguishment of debt of $1.5 million. As a result of the July 2016 refinancing, the Company determined that the July 2016 Mezzanine Term Loan represents an extinguishment of the original SVB Mezzanine Term Loan and recorded a one-time charge associated with the amortization of warrants and loss on extinguishment of debt of $8.5 million in 2016. The amortization of warrants and loss on extinguishment of debt includes the write-off of fees paid to SVB, deferred debt costs associated with the original Mezzanine Term Loan and the $7.7 million non-cash fair value of the warrants issued in connection with the July 2016 Mezzanine Term Loan.Contents

Interest Expense, Net. Interest expense, net consists of interest costs and amortization of debt issuance costs associated with our bank, and ~~other debt~~Convertible Senior Notes and interest income from short-term investments in marketable securities. Interest expense, net was ~~$8.2~~$6.9 million for the quarter ended ~~September~~June 30, ~~2017~~2018 compared to ~~$0.9~~$0.8 million for the quarter ended ~~September~~June 30, ~~2016.~~2017. Interest expense, net was ~~$9.7~~$11.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to ~~$1.7~~$1.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. The increase in net interest expense in ~~both periods~~ in ~~2017~~2018 reflects ~~higher outstanding debt and~~ costs associated with the Convertible Senior Notes issued in May 2018 and ~~the July 2017 re-financing.~~June 2017.

Liquidity and Capital Resources

The following table presents a summary of our cash flow activity for the periods set forth below:


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2017		2016		2018		2017
Consolidated Statements of Cash Flows Data
Net cash used in operating activities	$	(27,166)	$	(44,341)	$	(17,517)	$	(15,421)
Net cash (used in) provided by investing activities		(456,721)		12,434
Net cash used in investing activities						(215,609)		(16,861)
Net cash provided by financing activities		516,894		20,873		296,814		391,491
Total	$	33,007	$	(11,034)	$	63,688	$	359,209

Since our inception, we have financed our operations primarily through public and private sales of equity securities, debt issuance and bank borrowings.

On May 31, 2018 we completed the acquisition of Advance Medical. The purchase price was $351.7 million consisting of $283.1 million of cash, net of cash acquired, and 1.3 million shares of Teladoc’s common stock valued at approximately $68.6 million.

On December 4, 2017, we successfully closed on the December Offering, in which the Company issued and sold 4,096,600 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $35.00 per share. The Company received net proceeds of $134.7 million after deducting underwriting discounts and commissions of $8.2 million as well as other offering expenses of $0.5 million.

On July 14, 2017, the Company acquired Best Doctors. The purchase price was $445.5 million consisting of ~~$379.3~~$379.4 million of cash and 1.9 million shares of Teladoc’s common stock valued at approximately $66.2 million on July 14, 2017.

~~Table~~ The New Term Loan Facility of ~~Contents~~

$175.0 million was subsequently repaid and terminated in conjunction with the December Offering described above.

On July 13, 2017, the Company repaid all the outstanding amounts under both the SVB Line of Credit Facility and the Mezzanine Term Loan of $17.5 million and $25 million, respectively, including early termination and final deferred origination fees of ~~$1.7~~$1.5 million and accrued expense of $0.2 million.

In June 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due ~~2022.~~2022 (the “2022 Notes”). The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each ~~year, beginning on December 15, 2017.~~year. The 2022 Notes will mature on December 15, 2022. The net proceeds to the Company from the offering were $263.7 million after deducting the initial purchasers’ discounts, ~~and~~ commissions and ~~the~~other offering ~~expenses payable by the Company.~~expenses.

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In January 2017, we received $123.9 million of net cash proceeds associated with the issuance of 7,887,500 shares of common stock in conjunction with our Follow-On Offering, after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.6 million.

In July 2015, we received $163.1 million of net cash proceeds associated with the issuance of 9,487,500 shares of common stock in conjunction with our IPO, after deducting underwriting discounts and commissions of $12.6 million as well as other offering expenses of $4.5 million.

Our principal sources of liquidity are cash and cash equivalents totaling ~~$83.1~~$105.8 million as of ~~September~~June 30, ~~2017,~~2018, which were held for working capital purposes. Our cash and cash equivalents are comprised of money market funds and marketable securities. Additionally, we have short term marketable securities of ~~$89.8~~$26.6 million as of ~~September~~June 30, ~~2017.~~2018.

Cash Used in Operating Activities

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, cash used in operating activities was ~~$27.2~~$17.5 million. The negative cash flows resulted primarily from our net loss of ~~$62.4~~$48.9 million, ~~partially offset by depreciation and amortization~~gain on sale of ~~$11.7 million, allowance for doubtful accounts~~assets of ~~$1.3 million, stock-based compensation of $13.6~~$4.1 million, deferred income tax of ~~$0.2 million, accretion of interest $3.3 million, loss on extinguishment of debt of $1.5~~$1.3 million, as well as the effect of changes in working capital and other balance sheet accounts resulting in cash outflows of approximately ~~$3.6~~$7.3 million, all of which was used to support the growth of the ~~business. Included in cash used in operating activities is approximately $10.6~~business, partially offset by depreciation and amortization of $16.3 million, allowance for doubtful accounts of ~~one-time costs associated with acquisition~~$1.3 million, stock-based compensation of $18.9 million and ~~integration related costs.~~accretion of interest of $7.6 million.

For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, cash used in operating activities was ~~$44.3~~$15.4 million. The negative cash flows resulted primarily from our net loss of ~~$60.0~~$31.1 million, partially offset by depreciation and amortization of $5.3 million, allowance for doubtful accounts of $0.8 million, stock-based compensation of $7.7 million, deferred income tax of $0.3 million as well as the effect of changes in working capital and other balance sheet accounts resulting in cash ~~outflows~~inflows of approximately ~~$5.3 million, all of which was used to support the growth of the business.~~ $1.6 million.

The impact was partially offset by depreciation and amortization of $5.7 million, allowance for doubtful accounts of $2.0 million, stock-based compensation of $5.2 million, deferred income tax of $0.4 million and amortization of warrants of $7.7 million. Included in cash used in operating activities is approximately $7.0 million of acquisition and integration related costs.

~~The decrease~~increase in cash used in operating activities was primarily the result of ~~increased gross profit resulting from the growth in revenue offset by~~ additional headcount, increased advertising and marketing expenses, costs incurred to improve and optimize our technology platform, increases in our provider network operations center and office-related charges to support the growth of our business.

Cash ~~(Used in) Provided by~~Used in Investing Activities

Cash used in investing activities was ~~$456.7~~$215.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. Cash used in investing activities consisted of the acquisition of ~~Best Doctors~~Advance Medical of ~~$379.4~~$273.5 million, ~~net of cash acquired, purchases and maturities of short-term marketable securities of $73.8 million, net of sales, and of~~ purchases of property and equipment totaling $2.0 million and investments in internally developed capitalized software of ~~$1.5~~$1.4 million, offset by maturities of short-term marketable securities of $55.8 million, net of sales, and sales of assets of $5.5 million.

Cash ~~provided by~~used in investing activities was ~~$12.4~~$16.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. Cash ~~provided by~~used in investing activities consisted of purchases and maturities of short-term marketable securities of ~~$51.4~~$15.3 million, net of sales ~~offset by the acquisition of HealthiestYou of $37.0 million net of cash acquired, and of~~as well as purchases of property and equipment totaling ~~$1.1~~$1.3 million and investments in internally developed capitalized software of ~~$0.8~~$0.3 million.

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Cash Provided by Financing Activities

Cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, 2018 was $296.8 million. Cash provided by financing activities consisted of $279.1 million of net cash proceeds from the issuance of the 2025 Notes, $15.8 million of proceeds from the exercise of employee stock options, $0.5 million of cash proceeds for tax withholding for options exercised and $1.4 million of proceeds from the employee stock purchase plan.

Cash provided by financing activities for the six months ended June 30, 2017 was ~~$517.1~~$391.5 million. Cash provided by financing activities consisted of $263.7 million of net cash proceeds from the issuance of ~~convertible senior notes,~~the 2022 Notes, $123.9 million of net cash proceeds from our Follow-Up Offering in January 2017, ~~$166.7 million of proceeds under the credit facilities, $6.9~~$4.3 million of proceeds from the exercise of employee stock options, $1.3 million of proceeds from the employee stock purchase plan and ~~$0.5~~$0.3 million of tax withholding for options exercised, offset by the repayment of ~~$44.1 million under the SVB Mezzanine Term Loan and the Revolving Advance Facility and repayment of~~ $2.0 million ~~under the Amended and Restated Subordinated Promissory Note.~~

~~Cash provided by financing activities for the nine months ended September 30, 2016 was $20.9 million. Cash provided by financing activities consisted~~ of proceeds from the exercise of employee stock options of $2.3 million, proceeds from the issuance of common stock of $0.2 million and $17.5 million borrowed under the Revolving Advance Facility and $0.6 million of tax withholding for options exercised, offset by the repayment of $11.7 million under the Amended Term Loan Facility.other debt.

Looking Forward

As a result of our ~~January 2017~~July 2018 follow-on-offering, the December Offering and the Follow-On Offering, we received $330.3 million, $134.7 million and $123.9 million of net cash ~~proceeds.~~proceeds in July 2018, December 2017 and January 2017, respectively. In May 2018, we issued the 2025 Notes with net proceeds of $279.1 million and also acquired Advance Medical for approximately $291.9 million in cash. Additionally in June 2017, we issued ~~Convertible Senior~~the 2022 Notes with net proceeds of $263.7 million and in July 2017, we entered into a New ~~Senior Secured~~Revolving Credit ~~Facilities~~Facility of $10.0

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million as well as a New Term Loan Facility of $175.0 million which was subsequently repaid in conjunction with ~~net proceeds of $166.7 million.~~the December Offering. In July 2017, we acquired Best Doctors for approximately $379.4 million in cash and we paid off the entire SVB Facilities plus other deal related costs amounting to approximately $53.7 million. ~~Currently, we~~At June 30, 2018, the Company’s cash and short-term investments were $132.4 million. We anticipate ~~negative~~positive Adjusted EBITDA results for ~~2017.~~2018.

We believe that our existing cash and cash equivalents and short-term marketable securities will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced service offerings and the continuing market acceptance of telehealth. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies and intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be adversely affected.

~~2016~~ Shelf Registration ~~Statement~~Statements

We filed a shelf registration statement on Form S-3 under the Securities Act on September 30, 2016, which was declared effective October 5, 2016 ~~the~~(the “2016 Shelf”). Under the 2016 Shelf at the time of effectiveness, we had the ability to raise up to $300 million by selling common stock in addition to 2,000,000 shares of common stock eligible for resale by certain existing shareholders.

In January 2017, we successfully closed on our Follow-On Offering in which the Company issued and sold 7,885,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares and 1,600,000 shares offered by certain stockholders of the Company, at an issuance price of $16.75 per share. We received net proceeds of $123.9 million after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.6 million.

~~Indebtedness~~We filed an automatically effective shelf registration statement on Form S-3 under the Securities Act on November 28, 2017 (the “2017 Shelf”). Under the 2017 Shelf at the time of effectiveness, we had the ability to raise up to $175 million by selling common stock in addition to 1,200,000 shares of common stock eligible for resale by certain shareholders.

In December 2017, we successfully closed on our December Offering in which the Company issued and sold 4,096,600 shares of common stock, including the exercise of an underwriter option to purchase additional shares and 830,000 shares offered by certain stockholders of the Company, at an issuance price of $35.00 per share. We received net proceeds of $134.7 million after deducting underwriting discounts and commissions of $8.2 million as well as other offering expenses of $0.5 million.

On July 23, 2018, we filed an automatically effective universal shelf registration statement on Form S-3 under the Securities Act (the “2018 Shelf”). The 2018 Shelf registers the offering of securities, including common stock, preferred stock and debt securities, that we may issue from time to time in amounts to be determined, as well as the issuance of common stock by selling stockholders. Issuances of securities under the 2018 Shelf require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued. Our ability to issue securities is subject to market conditions and other factors impacting our borrowing capacity. See Note 16 “Subsequent Events” for information regarding the Company’s follow-on public offering in July 2018 under the 2018 Shelf.

Indebtedness

On July 14, 2017 and concurrent with the consummation of the Best Doctors acquisition, the Company entered into a $175.0 million ~~Senior Secured~~New Term Loan Facility ~~(the “New Term Loan Facility”)~~ and a $10.0 million ~~Senior Secured~~New Revolving Credit Facility (the “New Revolving Credit Facility” and together with the New Term Loan Facility, the “New Senior Secured Credit Facilities”) pursuant to a credit agreement by and among the Company, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent.Facility. The New Term Loan Facility ~~has been~~was used to fund the ~~expansion~~purchase of ~~the Company’s business~~Best Doctors and the New Revolving Credit Facility is available for working capital and other general corporate purposes.

~~The~~ In December 2017, the Company used the proceeds from the December Offering and cash on hand and repaid all the outstanding amounts under the $175.0 million New Term Loan ~~Facility carries interest at a rate of 7.25% above fixed 90 days Libor of 1.24% (or 8.49%) and matures in July 2022. Interest payments are payable monthly in arrears.~~Facility. The Company has maintained the New Revolving Credit Facility ~~carries~~and, there was no amount outstanding as of June 30, 2018 and December 31, 2017.

On May 8, 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375%

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convertible senior notes due 2025. The 2025 Notes bear cash interest at a rate of ~~7.25% above fixed 90- days Libor~~1.375% per year, payable semi-annually in arrears on May 15 and November 15 of ~~1.24%~~each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million.

The 2025 Notes are senior unsecured obligations of the Company and ~~matures~~rank senior in ~~July 2020.~~ right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to the Company’s liabilities that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.

during any calendar quarter commencing after the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

upon the occurrence of specified corporate events described under the 2025 Notes Indenture; or

The Company ~~is also required to pay a commitment fee on the average daily unused~~may redeem for cash all or any portion of the ~~New Revolving Credit Facility~~2025 Notes, at ~~0.50%~~its option, on or after May 22, 2022 if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2025 Note for redemption on or after May 22, 2022 will constitute a make-whole fundamental change (as defined in the 2025 Notes Indenture) with respect to that 2025 Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the 2025 Notes Indenture.

In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and

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equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense from the issuance date to November 15, 2024 (the first date on which the Company may be required to repurchase the 2025 Notes at the option of the holder). The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2025 Notes was $91.4 million, net of issuance costs which was recorded in additional paid-in capital on the accompanying condensed consolidated balance sheet.

In accounting for the transaction costs related to the issuance of the 2025 Notes, the Company allocated the total costs incurred ~~expenses~~to the liability and equity components of ~~$8.3~~the 2025 Notes based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the seven year term of the 2025 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity.

The fair value of the 2025 Notes was approximately $359.8 million as of June 30, 2018. The Company estimates the fair value of its 2025 Notes utilizing market quotations for debt that have quoted prices in ~~conjunction~~active markets. Since the 2025 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with ~~obtaining~~similar terms and average maturities, which are classified as Level 2 measurements within the ~~New Senior Secured Credit Facilities.~~fair value hierarchy. See Note 9, “Fair Value Measurements,” for definitions of hierarchy levels. As of June 30, 2018, the remaining contractual life of the 2025 Notes is approximately 6.9 years.

In June 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due ~~2022 (the “2022 Notes”).~~2022. The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each ~~year, beginning on December 15, 2017.~~year. The 2022 Notes will mature on December 15, 2022. The net proceeds to the Company from the offering were $263.7 million after deducting offering costs of approximately $11.3 million.

during the five business day period after any ten consecutive trading day period (the ‘‘measurement period’’) in which the trading price (as defined in the indenture governing the 2022 Notes (the “2022 Notes Indenture”) per $1,000 principal amount of 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

upon the occurrence of specified corporate events described under the 2022 Notes Indenture;

on or after June 15, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances.

Table of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;Contents

~~•upon the occurrence of specified corporate events described under the 2022 Notes Indenture; or~~

•on or after June 15, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

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In accounting for the issuance of the 2022 Notes, the Company separated the 2022 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2022 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense over the five-year term of the 2022 Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2022 Notes is $62.4 million, net of debt issuance costs and is recorded in additional paid-in capital on the accompanying condensed consolidated balance sheet. The Company has reserved 8.1 million shares of common stock for the 2022 Notes.

The fair value of the 2022 Notes was approximately ~~$290~~$409 million as of ~~September~~June 30, ~~2017.~~2018. The Company estimates the fair value of its 2022 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2022 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7, “Fair Value Measurements,” for definitions of hierarchy levels. As of ~~September~~June 30, ~~2017,~~2018, the remaining contractual life of the 2022 Notes is approximately ~~5.5~~4.0 years.

As discussed in Note 8 to the consolidated financial statements, the SVB Mezzanine Term Loan, the SVB Line of Credit Facility and Ameridoc Subordinated Promissory Note were paid off in the third quarter of 2017.

The Company was in compliance with all debt covenants at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017.

Contractual Obligations and Commitments

The following summarizes our contractual obligations as of ~~September~~June 30, ~~2017:~~2018:

Payment Due by Period




Less than

1 to 3

4 to 5

More than

Total

1 Year

Years

Years

5 Years

Operating leases

$
29,730

$
6,795

$
9,975

$
7,095

$
5,865

Obligations under the Senior Secured Credit Facilities

175,000

—

—

175,000

—

Obligations under the Convertible Notes

275,000

—

—

275,000

—

Interest associated with long term debt

110,215

23,108

46,215

40,892

—

Total

$
589,945

$
29,903

$
56,190

$
497,987

$
5,865


	Payment Due by Period
			Less than		1 to 3		4 to 5		More than
	Total		1 Year		Years		Years		5 Years
Operating leases	$	33,321	$	7,334	$	10,203	$	7,883	$	7,901
Debt obligations under the Convertible Notes		562,500		—		—		275,000		287,500
Interest associated with the Convertible Notes		60,127		12,203		24,406		16,088		7,430
Total	$	655,948	$	19,537	$	34,609	$	298,971	$	302,831

Our existing office and hosting co-location facilities lease agreements provide us with the option to renew and generally provide for rental payments on a graduated basis. Our future operating lease obligations would change if we entered into additional operating lease agreements as we expand our operations and if we exercised the office and hosting co-location facilities lease options. The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum

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services to be used, fixed, minimum or variable price provisions and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are therefore not exposed to the financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk and Foreign Exchange Risk

We do not have any floating rate debt with our ~~Term Loan~~New Revolving Credit Facility ~~and Revolving Advance Facility, and cash~~as of June 30, 2018. Cash equivalents that are subject to interest rate volatility ~~which is~~represent our principal market risk. ~~A 25 basis point change in the weighted average interest rate relating to the Term Loan facility and Revolving Advance facility as of September 30, 2017, which~~

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~~are subject to variable interest rates based on the LIBOR rate, would yield a change of approximately $438,000 in annual interest expense.~~ We do not expect cash flows to be affected to any significant degree by a sudden change in market interest rates.

We operate our business primarily within the United States and currently execute approximately ~~85%~~75% of our transactions in U.S. dollars. We have not utilized hedging strategies with respect to such foreign exchange exposure. This limited foreign currency translation risk is not expected to have a material impact on our consolidated financial statements.

Item 4. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~June 30, ~~2017.~~

2018.

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended ~~September~~June 30, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The material weakness in our internal control over financial reporting for certain fourth quarter of 2017 awards of stock-based compensation with unique or different terms than the Company’s standard stock awards previously identified in the 2017 Annual Report on Form 10-K had been remediated by March 31, 2018.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~We are~~The Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of ~~our~~its business.

~~On April 29, 2015,~~ At June 30, 2018, the Company ~~filed~~is not a ~~lawsuit against the Texas Medical Board,~~party to any material legal proceeding, and it is not aware of any pending or ~~the TMB, in the United States District Court for the Western District of Texas, Austin Division, which we refer to as the District Court, alleging~~threatened litigation that the TMB’s adoption on April 10, 2015 of an amendment to 22 T.A.C. 190.8(1)(L) that would require a prior in-person examination for a doctor validly to prescribe any controlled substance to a patient in Texas constitutes a violation, ~~inter alia~~, of the Sherman Antitrust Act. The District Court held a hearing on May 22, 2015 on Teladoc’s motion for preliminary injunction of the effectiveness of such amendments, which otherwise was scheduled to take effect on June 3, 2015. On May 29, 2015, the District Court issued the preliminary injunction requested by Teladoc and enjoined the effectiveness of such rule amendment pending trial. On July 30, 2015, the TMB filed a motion to dismiss the suit, and the District Court denied this motion on December 14, 2015. On January 8, 2016, the TMB provided notice of its intent to appeal the District Court’s denial of its motion to dismiss to the U.S. Court of Appeals for the Fifth Circuit, which was filed on June 17, 2016 and voluntarily withdrawn by the TMB on October 17, 2016. On November 2, 2016, the District Court granted the parties’ joint motion to stay the trial case through April 19, 2017. On April 10, 2017, the District Court granted the parties’ joint motion to stay the trial case through September 1, 2017. On September 7, 2017, the District Court granted the parties’ joint motion to stay the trial case through November 30, 2017. Accordingly, no trial date has been set.

Business in the State of Texas accounted for approximately $12.4 million, or 8% and $15.1 million, or 12%, of the Company’s consolidated revenue for the nine months ended September 30, 2017 and during the year ended December 31, 2016, respectively. If the TMB’s revisions go into effect as written and Teladoc is unable to adapt its business model in compliance with the TMB rule, its ability to operate its business in the State of Texas could be materially adversely affected, which would have a material adverse effect on its business, ~~financial condition and~~ results of operations, cash flows or financial condition should such litigation be resolved unfavorably.

Item 1A. Risk Factors

~~Other than~~For a discussion of potential risks and uncertainties related to our Company see the ~~risk factor set forth below, there have been no material changes from the risk factors disclosed~~information in Part I, Item 1A ("Risk Factors") of our Annual Report on Form 10-K for the year ended December 31, ~~2016 (in response~~2017. There have been no material changes to ~~Part I, Item 1A of~~the risk factors previously disclosed in our 2017 Form ~~10-K).~~ 10-K.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the “Special Note Regarding Forward-Looking Statements” section in Part I, Item 2, of this Quarterly Report on Form 10-Q. ~~Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.~~

As we expand our international operations, we will increasingly face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or that are more significant than in our domestic operations. Our exposure to these risks is expected to increase. These risks vary widely by country and include varying regional and geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, nationalization or expropriation of assets and pricing constraints. Our international products need to meet country-specific client and member preferences as well as country-specific legal requirements, including those related to licensing, privacy, data storage, location, protection and security.

Our international operations increase our exposure to, and require us to devote significant management resources to implement controls and systems to comply with, the privacy and data protection laws of non-U.S. jurisdictions and the anti-bribery, anti-corruption and anti-money laundering laws of the United States (including the FCPA) and the United Kingdom (including the Bribery Act 2010) and similar laws in other jurisdictions. Implementing our compliance policies, internal controls and other systems upon our expansion into new countries and geographies may require the investment of considerable management time and management, financial and other resources over a number of years before any significant revenues or profits are generated. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or employees, restrictions or outright prohibitions on the conduct of our business, and significant brand and reputational harm. We must regularly reassess the size, capability and location of our global infrastructure and make appropriate changes, and must have effective change management processes and internal controls in place to address changes in our business and operations. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties, and the failure to do so could have a material adverse effect on our business, operating results, financial position, brand, reputation and/or long-term growth.

~~Table of Contents~~

Our international operations require us to overcome logistical and other challenges based on differing languages, cultures, legal and regulatory schemes and time zones. Our international operations encounter labor laws, customs and employee relationships that can be difficult, less flexible than in our domestic operations and expensive to modify or terminate. In some countries we are required to, or choose to, operate with local business partners, which requires us to manage our partner relationships and may reduce our operational flexibility and ability to quickly respond to business challenges.

In some countries, we may be exposed to currency exchange controls or other restrictions that prevent us from transferring funds internationally or converting local currencies into U.S. dollars or other currencies. Fluctuations in foreign currency exchange rates may have an impact on our revenues, operating results and cash flows from our international operations. Some of our operations are, and are increasingly likely to be, in emerging markets where these risks are heightened. Any measures we may implement to reduce the effect of volatile currencies and other risks on our international operations may not be effective.

~~Our exposure to all of the above risks is expected to increase as we seek to grow our foreign operations over the next several years.~~

Item 6. Exhibits and Reports on Form 8-K

A list of exhibits is set forth on the Exhibit Index immediately following the signature page of this Form 10-Q, and is incorporated herein by reference.

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Exhibit

Index


		Incorporated by Reference						Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith


2.1	Amended and Plan of Merger, dated as of June 29, 2016, by and among Teladoc, Inc., Copper Acquisition Sub One, Inc., Copper Acquisition Sub Two, Inc., HY Holdings, Inc. and Frontier Fund IV, L.P., as stockholder representative.	8-K	001-37477	2.1	7/06/16		Agreement and Plan of Merger, dated as of June 19, 2017, by and among Teladoc, Inc., Barolo Acquisition Corp., Best Doctors Holdings, Inc., Shareholder Representative Services LLC, as stockholder representative, BBH Capital Partners IV, L.P. and BBH Capital Partners QP IV, L.P.	8-K	001-37477	2.1	6/20/17

2.2	Agreement and Plan of Merger, dated as of June 19, 2017, by and among Teladoc, Inc., Barolo Acquisition Corp., Best Doctors Holdings, Inc., Shareholder Representative Services LLC, as stockholder representative, BBH Capital Partners IV, L.P. and BBH Capital Partners QP IV, L.P.	8-K	001-37477	2.1	6/20/17		Amendment to Agreement and Plan of Merger, dated as of July 14, 2017, by and among Teladoc, Inc., Best Doctors Holdings, Inc. and Shareholder Representative Services LLC, as stockholder representative	8-K	001-37477	2.1	7/18/17

2.3	Amendment to Agreement and Plan of Merger, dated as of July 14, 2017, by and among Teladoc, Inc., Best Doctors Holdings, Inc. and Shareholder Representative Services LLC, as stockholder representative	8-K	001-37477	2.1	7/18/17		Share Purcahse Agreement, dated as of May 29, 2018, by and among Teladoc, Inc., Best Doctors International Insurance S.à r.l. and the Sellers party thereto	8-K	001-37477	2.1	6/4/18

3.1	Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.	8-K	001-37477	3.1	5/31/17		Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.	8-K	001-37477	3.1	5/31/17

3.2	Second Amended and Restated Bylaws of Teladoc, Inc.	8-K	001-37477	3.2	5/31/17		Certificate of Amendment of Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.	8-K	001-37477	3.1	6/1/18

3.3							Second Amended and Restated Bylaws of Teladoc, Inc.	8-K	001-37477	3.2	5/31/17

4.1	Specimen stock certificate evidencing shares of the common stock.	S-1/A	333-204577	4.5	6/24/15		Specimen stock certificate evidencing shares of the common stock.	S-1/A	333-204577	4.5	6/24/15

4.2	Indenture, dated as of June 27, 2017, by and between Teladoc, Inc. and Wilmington Trust, National Association.	8-K	001-37477	4.1	6/29/17		Indenture, dated as of June 27, 2017, by and between Teladoc, Inc. and Wilmington Trust, National Association.	8-K	001-37477	4.1	6/29/17

4.3	Global 3.00% Convertible Senior Note due 2022, dated as of June 27, 2017.	8-K	001-37477	4.2	6/29/17		Global 3.00% Convertible Senior Note due 2022, dated as of June 27, 2017.	8-K	001-37477	4.2	6/29/17

4.4							Indenture, dated as of May 8, 2018, by and between Teladoc, Inc. and Wilmington Trust, National Association.	8-K	001-37477	4.1	5/8/18

4.5							Global 1.375% Convertible Senior Note due 2025, dated as of May 8, 2018.	8-K	001-37477	4.2	5/8/18

10.1	Form of Indemnification Agreement.	S-1/A	333-204577	10.7	6/18/15		Form of Indemnification Agreement.	S-1/A	333-204577	10.7	6/18/15

10.2	Teladoc, Inc. 2015 Incentive Award Plan (as amended and restated effective May 25, 2017).	8-K	001-37477	10.1	5/31/17		Teladoc, Inc. 2015 Incentive Award Plan (as amended and restated effective May 25, 2017).	8-K	001-37477	10.1	5/31/17

10.3	Form of Stock Option Agreement under the Teladoc, Inc. 2015 Incentive Award Plan.	S-1/A	333-204577	10.11	6/18/15

10.4	Form of Restricted Stock Agreement under the Teladoc, Inc. 2015 Incentive Award Plan.	S-1/A	333-204577	10.12	6/18/15

10.5	Form of Restricted Stock Unit Agreement under the Teladoc, Inc. 2015 Incentive Award Plan.	S-1/A	333-204577	10.13	6/18/15

10.6	Teladoc, Inc. 2015 Employee Stock Purchase Plan.	S-1/A	333-204577	10.14	6/18/15

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10.3							Form of Stock Option Agreement under the Teladoc, Inc. 2015 Incentive Award Plan.	S-1/A	333-204577	10.11	6/18/15

10.4							Form of Restricted Stock Agreement under the Teladoc, Inc. 2015 Incentive Award Plan.	S-1/A	333-204577	10.12	6/18/15

10.5							Form of Restricted Stock Unit Agreement under the Teladoc, Inc. 2015 Incentive Award Plan.	S-1/A	333-204577	10.12	6/18/15

10.6							Teladoc, Inc. 2015 Employee Stock Purchase Plan.	S-1/A	333-204577	10.14	6/18/15

10.7	Teladoc, Inc. Non-Employee Director Compensation Program.	10-Q	001-37477	10.7	8/12/15		Teladoc, Inc. Non-Employee Director Compensation Program (as amended).	10-Q	001-37477	10.7	2/27/18

10.8	Amended and Restated Executive Employment Agreement, dated June 16, 2015, by and between Teladoc, Inc. and Jason Gorevic.	S-1/A	333-204577	10.19	6/18/15		Teladoc, Inc. Deferred Compensation Plan for Non-Employee Directors.	10-K	001-37477	10.8	2/27/18

10.9	Amended and Restated Executive Employment Agreement, dated June 16, 2015, by and between Teladoc, Inc. and Mark Hirschhorn.	S-1/A	333-204577	10.20	6/18/15		Amended and Restated Executive Employment Agreement, dated June 16, 2015, by and between Teladoc, Inc. and Jason Gorevic.	S-1/A	333-204577	10.19	6/18/15

10.10	Amended and Restated Executive Employment Agreement, dated June 16, 2015, by and between Teladoc, Inc. and Michael King.	S-1/A	333-204577	10.21	6/18/15		Amended and Restated Executive Employment Agreement, dated June 16, 2015, by and between Teladoc, Inc. and Mark Hirschhorn.	S-1/A	333-204577	10.20	6/18/15

10.11	Amendment to Amended and Restated Executive Employment Agreement, by and between Teladoc, Inc. and Mark Hirschhorn	8-K	001-37477	10.1	12/30/16		Amendment to Amended and Restated Executive Employment Agreement, by and between Teladoc, Inc. and Mark Hirschhorn.	8-K	001-37477	10.1	12/30/16

10.12	Teladoc, Inc. 2017 Inducement Award Plan	S-8	333-219275	99.3	7/14/17		Executive Severance Agreement, dated July 17, 2017, by and between Teladoc, Inc. and Peter McClennen.	10-K	001-37477	10.12	2/27/18

10.13	Form of Stock Option Agreement under the Teladoc, Inc. 2017 Inducement Award Plan	10-K	001-37477	10.17	3/01/17		Amendment No. 1 to Executive Severance Agreement, dated November 1, 2017, by and between Teladoc, Inc. and Peter McClennen.	10-K	001-37477	10.132	2/27/18

10.14	Form of Restricted Stock Agreement under the Teladoc, Inc. 2017 Inducement Award Plan	10-K	001-37477	10.18	3/01/17		Teladoc, Inc. 2017 Inducement Incentive Award Plan (as amended on July 11, 2017).	S-8	333-219275	99.3	7/14/17

10.15	Form of Restricted Stock Unit Agreement under the Teladoc, Inc. 2017 Inducement Award Plan	10-K	001-37477	10.19	3/01/17		Form of Restricted Stock Agreement under the Teladoc, Inc. 2017 Inducement Incentive Award Plan.	10-K	001-37477	10.18	3/01/17

10.16	Debt Commitment Letter, dated June 20, 2017, by and among Teladoc, Inc., Jefferies Group LLC and Jefferies Finance LLC.	8-K	001-37477	10.1	6/21/17		Form of Restricted Stock Unit Agreement under the Teladoc, Inc. 2017 Inducement Incentive Award Plan.	10-K	001-37477	10.19	3/01/17

10.17	Credit Agreement, dated as of July 14, 2017, by and among Teladoc, Inc., as Borrower, the Lenders from time to time party thereto, Jefferies Finance LLC, as Administrative Agent and Collateral Agent, and Jefferies Finance LLC, as Sole Lead Arranger and Bookrunner.	8-K	001-37477	10.1	7/18/17		Credit Agreement, dated as of July 14, 2017, by and among Teladoc, Inc., as Borrower, the Lenders from time to time party thereto, Jefferies Finance LLC, as Administrative Agent and Collateral Agent, and Jefferies Finance LLC, as Sole Lead Arranger and Bookrunner.	8-K	001-37477	10.1	7/18/17
21.1	Subsidiaries of the Registrant.	S-1	333-204577	21.1	5/29/15

31.1	Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*

31.2	Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*

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~~32.1~~

Chief Executive Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.2~~

Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~

~~XBRL Instance Document.~~

~~101.SCH~~

~~XBRL Taxonomy Extension Schema Document.~~

~~101.CAL~~

~~XBRL Taxonomy Calculation Linkbase Document.~~

~~101.DEF~~

~~XBRL Definition Linkbase Document.~~

~~101.LAB~~

~~XBRL Taxonomy Label Linkbase Document.~~

~~101.PRE~~

~~XBRL Taxonomy Presentation Linkbase Document.~~

10.18

Amendment No. 2 to Credit Agreement by and among Teladoc, Inc., Jefferies Finance LLC, as administrative agent and issuing bank, and the lenders party thereto, dated as of April 30, 2018.

8-K

001-37477

10.1

5/2/18

21.1

Subsidiaries of the Registrant.

31.1

Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

32.2

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

XBRL Definition Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

* Filed herewith.

** Furnished herewith.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TELADOC, INC.

Date: ~~November~~August 1, ~~2017~~2018	By:	/s/ JASON GOREVIC
	Name:	Jason Gorevic
	Title:	Chief Executive Officer

Date: ~~November~~August 1, ~~2017~~2018	By:	/s/ MARK HIRSCHHORN
	Name:	Mark Hirschhorn
	Title:	Executive Vice President, Chief Operating Officer and Chief Financial Officer

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								Accumulated
				Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Capital		Deficit		Income		Equity
Balance as of December 31, 2016	46,201,563	$	46	$	435,551	$	(204,726)	$	(1)	$	230,870
Exercise of stock options	734,293		1		6,995		—		—		6,996
Exercise of warrants	138,903		—		—		—		—		—
Issuance of common stock under employee stock purchase plan	90,968		—		1,265		—		—		1,265
Issuance of common stock for the acquisition of Best Doctors	1,855,078		2		66,178		—		—		66,180
Equity component of Convertible Senior Notes, net of issuance costs	—		—		62,404		—		—		62,404
Stock-based compensation (1)	—		—		13,697		(69)		—		13,628
Follow-On Offering	7,887,500		8		123,920		—		—		123,928
Other comprehensive income, net of tax	—		—		—		—		3,907		3,907
Net loss	—		—		—		(62,399)		—		(62,399)
Balance as of September 30, 2017	56,908,305	$	57	$	710,010	$	(267,194)	$	3,906	$	446,779