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

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

For the quarterly period ended September 30 ~~2018~~, 2019

☐

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

☐~~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 HEALTH, 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)~~ (203) 635-2002

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TDOC	The New York Stock Exchange

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 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 ☐	☐

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 ~~30, 2018,~~24, 2019, the Registrant had ~~70,106,558~~ 72,382,343 shares of Common Stock outstanding.

Table of Contents

TELADOC HEALTH, INC.

QUARTERLY REPORT ON FORM 10-Q

For the period ended September 30 ~~2018~~, 2019

TABLE OF CONTENTS

		Page Number

PART I	Financial Information	2
Item 1.	Financial Statements	2
	Consolidated Balance Sheets as of September 30, ~~2018~~2019 (unaudited) and December 31, ~~2017~~2018	2
	Consolidated Statements of Operations (unaudited) for the quarters and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018	3
	Consolidated Statements of Comprehensive Loss (unaudited) for the quarters and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018	4
	Consolidated Statements of Stockholders’ Equity (unaudited) for the quarters and nine months ended September 30, 2019 and 2018	5
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, ~~2018~~2019 and ~~2017~~2018	5 6
	Notes to Unaudited Consolidated Financial Statements	6 8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23 24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II	Other Information	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 6.5.	~~Exhibits~~Other Information	37
~~Exhibit Index~~Item 6.	Exhibits	38
~~Signatures~~Exhibit Index		41 38
Signatures		40

Table of Contents

PART I

~~PART I~~

FINANCIAL INFORMATION

ITEM 1. Financial Statements

TELADOC HEALTH, INC.

CONSOLIDATED BALANCE ~~SHEETS~~SHEETS

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

September 30,

December 31,

2018

2017

Assets

Current assets:

Cash and cash equivalents

$
457,554

$
42,817
Short-term investments

14,974

79,489
Accounts receivable, net of allowance of $3,103 and $2,422, respectively

39,965

27,094
Prepaid expenses and other current assets

10,760

6,839
Total current assets

523,253

156,239
Property and equipment, net

9,717

8,963
Goodwill

744,062

498,520
Intangible assets, net

256,834

159,811
Other assets

1,316

858
Total assets

$
1,535,182

$
824,391
Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$
4,821

$
3,884
Accrued expenses and other current liabilities

32,586

19,357
Accrued compensation

20,786

17,089
Total current liabilities

58,193

40,330
Other liabilities

5,601

4,882
Deferred taxes

34,964

12,906
Convertible senior notes, net

408,653

207,370
Commitments and contingencies

Stockholders’ equity:

Common stock, $0.001 par value; 150,000,000 and 100,000,000 shares authorized as of September 30, 2018 and December 31, 2017, respectively; 70,034,851 shares and 61,534,101 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively

70

61
Additional paid-in capital

1,415,840

866,330
Accumulated deficit

(383,782)

(311,577)
Accumulated other comprehensive income (loss)

(4,357)

4,089
Total stockholders’ equity

1,027,771

558,903
Total liabilities and stockholders’ equity

$
1,535,182

$
824,391


	September 30,		December 31,
	2019		2018

Assets
Current assets:
Cash and cash equivalents	$	475,242	$	423,989
Short-term investments		15,633		54,545
Accounts receivable, net of allowance of $3,287 and $3,382, respectively		53,669		43,571
Prepaid expenses and other current assets		13,416		10,631
Total current assets		557,960		532,736
Property and equipment, net		10,021		10,148
Goodwill		737,647		737,197
Intangible assets, net		228,838		247,394
Operating lease - right-of-use assets		27,596		—
Other assets		6,367		1,401
Total assets	$	1,568,429	$	1,528,876
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	6,068	$	7,769
Accrued expenses and other current liabilities		53,822		26,801
Accrued compensation		25,312		27,869
Total current liabilities		85,202		62,439
Other liabilities		7,156		6,191
Operating lease liabilities, net of current portion		25,853		—
Deferred taxes		22,720		32,444
Convertible senior notes, net		433,760		414,683
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 150,000,000 shares authorized as of September 30, 2019 and December 31, 2018; 72,356,849 shares and 70,516,249 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		72		70
Additional paid-in capital		1,510,205		1,434,780
Accumulated deficit		(488,481)		(408,661)
Accumulated other comprehensive loss		(28,058)		(13,070)
Total stockholders’ equity		993,738		1,013,119
Total liabilities and stockholders’ equity	$	1,568,429	$	1,528,876

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~ OPERATIONS

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

Quarters Ended September 30,

Nine Months Ended September 30,

2018

2017

2018

2017

Revenue

$
110,962

$
68,650

$
295,166

$
156,139


Cost of revenue

34,167

16,742

88,707

38,907

Gross profit

76,795

51,908

206,459

117,232

Operating expenses:

Advertising and marketing

21,668

14,328

61,554

39,222

Sales

16,303

11,393

44,645

26,705

Technology and development

13,577

9,964

40,829

24,013

Legal

254

105

843

725

Regulatory

553

777

1,648

2,771

Acquisition and integration related costs

1,588

8,526

8,957

10,639

Gain on sale

(1,430)

—

(5,500)

—

General and administrative

30,314

21,938

80,455

52,299

Depreciation and amortization

9,746

6,418

26,045

11,693

Loss from operations

(15,778)

(21,541)

(53,017)

(50,835)

Amortization of warrants and loss on extinguishment of debt

—

1,457

—

1,457

Interest expense, net

7,666

8,202

19,449

9,678

Net loss before taxes

(23,444)

(31,200)

(72,466)

(61,970)

Income tax (benefit) provision

(180)

130

(261)

429

Net loss

$
(23,264)

$
(31,330)

$
(72,205)

$
(62,399)

Net loss per share, basic and diluted

$
(0.34)

$
(0.55)

$
(1.12)

$
(1.15)

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

68,247,655

56,493,054

64,363,943

54,435,343


	Quarter Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Revenue	$	137,969	$	110,962	$	396,818	$	295,166
Expenses:
Cost of revenue		42,799		34,167		129,110		88,707
Operating expenses:
Advertising and marketing		31,321		21,668		84,341		61,554
Sales		16,120		16,303		48,164		44,645
Technology and development		15,746		13,577		48,398		40,829
Legal and regulatory		1,634		807		5,239		2,491
Acquisition and integration related costs		1,995		1,588		4,143		8,957
Gain on sale		—		(1,430)		—		(5,500)
General and administrative		38,681		30,314		113,212		80,455
Depreciation and amortization		9,617		9,746		29,065		26,045
Total expenses		157,913		126,740		461,672		348,183
Loss from operations		(19,944)		(15,778)		(64,854)		(53,017)
Interest expense, net		7,700		7,666		21,432		19,449
Net loss before taxes		(27,644)		(23,444)		(86,286)		(72,466)
Income tax benefit		(7,298)		(180)		(6,466)		(261)
Net loss	$	(20,346)	$	(23,264)	$	(79,820)	$	(72,205)

Net loss per share, basic and diluted	$	(0.28)	$	(0.34)	$	(1.11)	$	(1.12)

Weighted-average shares used to compute basic and diluted net loss per share		72,151,094		68,247,655		71,601,790		64,363,943

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, unaudited)

Quarters Ended September 30,

Nine Months Ended September 30,


2018

2017

2018

2017

Net loss

$
(23,264)

$
(31,330)

$
(72,205)

$
(62,399)

Other comprehensive income (loss), net of tax:

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

11

(6)

52

(6)

Cumulative translation adjustment

(1,840)

3,913

(8,498)

3,913

Other comprehensive income (loss), net of tax

(1,829)

3,907

(8,446)

3,907

Comprehensive loss

$
(25,093)

$
(27,423)

$
(80,651)

$
(58,492)


	Quarter Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Net loss	$	(20,346)	$	(23,264)	$	(79,820)	$	(72,205)
Other comprehensive loss, net of tax:
Net change in unrealized (loss) gains on available-for-sale securities		(23)		11		37		52
Cumulative translation adjustment		(15,493)		(1,840)		(15,025)		(8,498)
Other comprehensive loss, net of tax		(15,516)		(1,829)		(14,988)		(8,446)
Comprehensive loss	$	(35,862)	$	(25,093)	$	(94,808)	$	(80,651)

See accompanying notes to unaudited consolidated financial statements

Table of Contents

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~ STOCKHOLDERS’ EQUITY

(In thousands, except share data, unaudited)


								Accumulated
				Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Capital		Deficit		(Loss) Income		Equity
Balance as of December 31, 2018	70,516,249	$	70	$	1,434,780	$	(408,661)	$	(13,070)	$	1,013,119
Exercise of stock options	564,102		1		8,853		—		—		8,854
Issuance of restricted stock units	383,060		—		—		—		—		—
Stock-based compensation	—		—		13,523		—		—		13,523
Other comprehensive loss, net of tax	—		—		—		—		(3,788)		(3,788)
Net loss	—		—		—		(30,150)		—		(30,150)
Balance as of March 31, 2019	71,463,411		71		1,457,156		(438,811)		(16,858)		1,001,558
Exercise of stock options	350,219		1		6,846		—		—		6,847
Issuance of restricted stock units	85,035		—		—		—		—		—
Issuance of stock under employee stock purchase plan	35,716		—		1,875		—		—		1,875
Stock-based compensation	—		—		17,368		—		—		17,368
Other comprehensive loss, net of tax	—		—		—		—		4,316		4,316
Net loss	—		—		—		(29,324)		—		(29,324)
Balance as of June 30, 2019	71,934,381		72		1,483,245		(468,135)		(12,542)		1,002,640
Exercise of stock options	356,691		—		9,119		—		—		9,119
Issuance of restricted stock units	65,622		—		—		—		—		—
Issuance of common stock for Convertible Notes	155		—		8		—		—		8
Stock-based compensation	—		—		17,833		—		—		17,833
Other comprehensive loss, net of tax	—		—		—		—		(15,516)		(15,516)
Net loss	—		—		—		(20,346)		—		(20,346)
Balance as of September 30, 2019	72,356,849	$	72	$	1,510,205	$	(488,481)	$	(28,058)	$	993,738

Balance as of December 31, 2017	61,534,101	$	61	$	866,330	$	(311,577)	$	4,089	$	558,903
Exercise of stock options	651,010		1		8,642		—		—		8,643
Issuance of restricted stock units	95,094		—		—		—		—		—
Stock-based compensation	—		—		7,832		—		—		7,832
Other comprehensive loss, net of tax	—		—		—		—		(648)		(648)
Net loss	—		—		—		(23,862)		—		(23,862)
Balance as of March 31, 2018	62,280,205		62		882,804		(335,439)		3,441		550,868
Exercise of stock options	527,799		—		7,122		—		—		7,122
Equity component of Convertible Senior Notes, net of issuance costs	—		—		91,392		—		—		91,392
Issuance of restricted stock units	69,938		—		—		—		—		—
Issuance of stock under employee stock purchase plan	56,453		—		1,423		—		—		1,423
Issuance of stock in acquisition	1,344,387		2		68,562		—		—		68,564
Stock-based compensation	—		—		11,059		—		—		11,059
Other comprehensive loss, net of tax	—		—		—		—		(5,969)		(5,969)
Net loss	—		—		—		(25,079)		—		(25,079)
Balance as of June 30, 2018	64,278,782		64		1,062,362		(360,518)		(2,528)		699,380
Exercise of stock options	643,310		1		10,432		—		—		10,433
Follow-On Offerings	5,000,000		5		330,851		—		—		330,856
Issuance of restricted stock units	112,759		—		—		—		—		—
Stock-based compensation	—		—		12,195		—		—		12,195
Other comprehensive loss, net of tax	—		—		—		—		(1,829)		(1,829)
Net loss	—		—		—		(23,264)		—		(23,264)
Balance as of September 30, 2018	70,034,851	$	70	$	1,415,840	$	(383,782)	$	(4,357)	$	1,027,771

Nine Months Ended September 30,

2018

2017

Cash flows used in operating activities:







Net loss

$
(72,205)

$
(62,399)

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

Depreciation and amortization

26,045

11,693

Allowance for doubtful accounts

1,535

1,343

Stock-based compensation

31,086

13,628

Deferred income taxes

(1,907)

225

Accretion of interest

13,593

3,262

Amortization of warrants and loss on extinguishment of debt

—

1,457

Gain on sale

(5,500)

—

Changes in operating assets and liabilities:

Accounts receivable

(7,535)

(3,186)

Prepaid expenses and other current assets

(1,656)

(2,717)

Other assets

(327)

(89)

Accounts payable

(357)

(782)

Accrued expenses and other current liabilities

7,561

9,432

Accrued compensation

1,991

967

Other liabilities

340

—

Net cash used in operating activities

(7,336)

(27,166)

Cash flows used in investing activities:

Purchase of property and equipment

(2,732)

(2,043)

Purchase of internal-use software

(2,758)

(1,473)

Purchase of marketable securities

(12,141)

(119,670)

Proceeds from marketable securities

79,470

45,820

Sale of assets

5,500

—

Acquisition of business, net of cash acquired

(282,487)

(379,355)

Net cash used in investing activities

(215,148)

(456,721)

Cash flows provided by financing activities:

Net proceeds from the exercise of stock options

26,198

6,996

Proceeds from issuance of convertible notes

279,147

263,722

Proceeds from borrowing under bank and other debt

—

166,679

Repayment of debt

—

(46,191)

Proceeds from issuance of common stock

330,856

123,928

Proceeds from employee stock purchase plan

1,423

1,265

Proceeds from cash received for withholding taxes on stock-based compensation, net

539

495

Net cash provided by financing activities

638,163

516,894

Net increase in cash and cash equivalents

415,679

33,007

Foreign exchange difference

(942)

97

Cash and cash equivalents at beginning of the period

42,817

50,015

Cash and cash equivalents at end of the period

$
457,554

$
83,119

Income taxes paid

$
238

$
—

Interest paid

$
4,125

$
4,727

Table of Contents

See accompanying notes to unaudited consolidated financial statements.

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Nine Months Ended September 30,
	2019		2018
Cash flows provided by (used in) operating activities:
Net loss	$	(79,820)	$	(72,205)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		33,860		26,045
Allowance for doubtful accounts		1,717		1,535
Stock-based compensation		48,245		31,086
Deferred income taxes		(10,288)		(1,907)
Accretion of interest		19,422		13,593
Gain on sale		—		(5,500)
Changes in operating assets and liabilities:
Accounts receivable		(12,386)		(7,535)
Prepaid expenses and other current assets		(2,219)		(1,656)
Other assets		73		(327)
Accounts payable		(1,976)		(357)
Accrued expenses and other current liabilities		21,012		7,561
Accrued compensation		(1,813)		1,991
Operating lease liabilities		(1,481)		—
Other liabilities		(2,599)		340
Net cash provided by (used in) operating activities		11,747		(7,336)
Cash flows provided by (used in) investing activities:
Purchase of property and equipment		(2,847)		(2,732)
Purchase of internal-use software		(4,658)		(2,758)
Purchase of marketable securities		—		(12,141)
Proceeds from marketable securities		39,165		79,470
Sale of assets		10		5,500
Investment in securities		(5,000)		—
Acquisition of business, net of cash acquired		(11,204)		(282,487)
Net cash provided by (used in) investing activities		15,466		(215,148)
Cash flows provided by financing activities:
Net proceeds from the exercise of stock options		24,820		26,198
Proceeds from issuance of convertible notes		—		279,147
Proceeds from issuance of common stock		—		330,856
Proceeds from employee stock purchase plan		1,875		1,423
Cash (paid) received for withholding taxes on stock-based compensation, net		(1,642)		539
Net cash provided by financing activities		25,053		638,163
Net increase in cash and cash equivalents		52,266		415,679
Foreign exchange difference		(1,013)		(942)
Cash and cash equivalents at beginning of the period		423,989		42,817
Cash and cash equivalents at end of the period	$	475,242	$	457,554

Income taxes paid	$	846	$	238

Interest paid	$	6,112	$	4,125

Table of Contents

~~TELADOC HEALTH, INC.~~See accompanying notes to unaudited consolidated financial statements.

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Table of Contents

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. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as ~~“Teladoc”~~“Teladoc Health” or the “Company”. The Company’s principal executive ~~offices are~~office is located in Purchase, New ~~York, Lewisville, Texas and Barcelona, Spain.~~York. Teladoc Health is the global leader in providing virtual healthcare services with a focus on high quality, lower costs, and improved outcomes around the world.

On July 26, 2018, Teladoc Health completed a follow-on public 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 $330.9 million after deducting offering expenses of $0.5 million.

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 54 “Business Acquisition” for additional information.

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.

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 5 “Business Acquisition” for additional information.

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. 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.

On January 24, 2017, Teladoc completed 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.

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 quarter and nine months ended September 30, ~~2018~~2019 are not necessarily indicative of results for the full ~~2018~~2019 calendar year or any

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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, ~~2017.~~2018.

The unaudited consolidated financial statements include the results of Teladoc Health, its wholly owned subsidiaries, ~~two~~as well as 2 professional associations, ~~and twenty two~~14 professional corporations and a service corporation ~~(collectively, the~~(the “Association”).

Teladoc Physicians, P.A. is party to several 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.~~Teladoc Health. 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 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.

Total revenue and net ~~loss~~(loss) income for the VIE were $17.2 million and $0.2 million, respectively, for the quarter ended September 30, 2019 and $11.6 million and $(4.5) million, respectively, for the quarter ended September 30, ~~2018~~2018. Total revenue and ~~$6.9~~net (loss) income for the VIE were $55.7 million and ~~$(1.3)~~$(0.1) million, respectively, for the ~~quarter~~

Table of Contents

nine months ended September 30, ~~2017. Total revenue~~2019 and ~~net loss for the VIE were~~ $40.6 million and $(2.5) million, respectively, for the nine months ended September 30, ~~2018 and $22.6 million and $(5.7) million, respectively, for the nine months ended September 30, 2017.~~2018. The VIE’s total assets were ~~$7.2~~$13.5 million and ~~$4.5~~$9.8 million at September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Total liabilities for the VIE were ~~$41.7~~$48.1 million and ~~$36.5~~$44.3 million at September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. The VIE’s total stockholders’ deficit was ~~$34.5~~$34.6 million and ~~$32.0~~$34.5 million at September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, 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 were ~~$24.5~~$27.4 million and ~~$8.7~~$24.5 million for the ~~quarter~~quarters ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. Revenue earned by foreign operations outside of the United States were ~~$50.4~~$78.7 million and ~~$8.7~~$50.4 million for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. Long-lived assets from foreign operations totaled ~~$419.1~~$1.7 million and $1.5 million as of September 30, ~~2018~~2019 and ~~$163.3 million as of~~ December 31, ~~2017.~~2018, respectively.

All intercompany transactions and balances have been eliminated.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers during the quarter ended March 31, 2018. See Note 3 “Revenue” for further information. Additionally, the Company has included “Gain on Sale” in the consolidated statement of operations which consists of the gain on sale of assets of certain client contracts. 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.

Recently Issued Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, ~~“Compensation~~Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation,, which currently only includes share-based payments to employees,, to include

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

share-based payments issued to nonemployees for goods or services and the accounting is substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. This standard is effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted as long as ASU No. 2014-09 has been adopted by the Company. The Company has elected to early adopt this standard as of July 1, 2018 and thethe adoption of ASU No. 2018-07 had no impact on the Company’s consolidated financial statements.

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~~Company adopted ~~using~~this standard on January 1, 2019 utilizing the modified retrospective approach and ~~will be effective for~~reflecting a cumulative effect adjustment at that time. Under this adoption method, prior periods are presented in accordance with the previous guidance in ASC 840, Leases.

In adopting the new standard, the Company ~~starting in~~elected to utilize the ~~first quarter~~available package of ~~fiscal 2019; early~~practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to keep leases with a term of 12 months or less off of its balance sheet. As part of its adoption, ~~is permitted. The~~the Company ~~is currently in the~~underwent a process of assessing the lease population ~~for the new standard~~ and ~~evaluating~~determining the impact of the adoption of this standard which resulted in the recognition of operating lease liabilities of and right-of-use assets of approximately $33 million on the Company’s balance sheet relating to its leases on the consolidated financial statements. The Company ~~anticipates~~determined the most significant impact ~~will be from~~was the recognition of right of use assets and lease liabilities for operating leases on the consolidated balance sheets and ~~does not expect a material~~there was no impact toon the consolidated statements of operations. or consolidated statements of cash flows. See Note 7 “Leases”, for further information.

In January 2017, the FASB issued ASU 2017-04, Goodwill Simplifications (Topic 350). ASU 2017-04 simplifies the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test as currently prescribed in the U.S. generally accepted accounting principle. This ASU is the result of the FASB project focused on simplifications to accounting for goodwill. The new guidance will be effective for the Company starting in the first quarter of fiscal 2020. Early adoption is permitted in any annual or interim period. The Company is currently in

Table of Contents

the process of evaluating the impact of the adoption of this standard on the consolidated financial statements.

Summary of Significant Accounting Policies

Effective January 1, 2019, the Company adopted ASC 842, using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, Leases.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as incentives received and initial direct costs. The interest rate implicit in lease contracts is typically not readily determinable. Therefore, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease, beginning on or after the ASC 842 effective date, should be broken into three categories: lease components, non-lease components, and operating expenses (e.g. property taxes, insurance, etc.) Then the consideration in the contract must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company elected to not apply the practical expedient combining lease and non-lease components.

There have been no other changes to the significant accounting policies described in the 2018 Form 10-K that have had a material impact on the consolidated financial statements and related notes.

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 service 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 service and other specialty ~~visit.~~ visits.

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. 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~~includes a variable transaction price as the number of members may vary from ~~the initial billing.~~period to period. Based on historical experience, the Company estimates this ~~amount which is recorded as a component of revenue.~~ amount.

Subscription access revenue accounted for approximately ~~87%~~86% and ~~88%~~87% of our total revenue for the quarters ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. Subscription access revenue accounted for approximately ~~84%~~85% and ~~85%~~84% of our total revenue for the nine months ~~periods~~ ended September 30, 2019 and 2018, ~~and 2017,~~ respectively.

Table of Contents

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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


	Quarters Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017

									Quarter Ended				Nine Months Ended
									September 30,				September 30,
									2019		2018		2019		2018
Subscription Access Fees:
U.S.	$	72,521	$	51,956	$	198,607	$	123,775	$	92,095	$	72,521	$	258,604	$	198,607
International		24,040		8,375		49,480		8,375		27,030		24,040		77,716		49,480
Visit Fee Revenue:
U.S.		11,330		8,066		37,334		23,736
International		562		253		987		253
Visit Fee Only Revenue:
U.S.		2,509		—		8,758		—
U.S. Paid Visits										14,142		11,330		47,473		37,334
U.S. Visit Fee Only										4,307		2,509		11,974		8,758
International Paid Visits										395		562		1,051		987
Total Revenues	$	110,962	$	68,650	$	295,166	$	156,139	$	137,969	$	110,962	$	396,818	$	295,166

As of September 30, ~~2018,~~2019, accounts receivable, net of allowance for doubtful accounts, were ~~$40.0~~$53.7 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.~~client or 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 $6.7 million and $4.0 million in the deferred revenue balance for the nine months ended September 30, 2019 and 2018, isrespectively, are 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~~obligations 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. The Company issued refunds of approximately $0.9 million and $0.6 million for the quarter ended September 30, 2019 and 2018, respectively. The Company issued refunds of approximately $2.1 million and $2.2 million for the ~~quarter and~~ nine months ended September 30, 2019 and 2018, respectively.

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 nine months ended September 30, 2019 and 2018, revenue recognized from performance obligations related to prior periods for the aforementioned changes in transaction price or client performance guarantees, were not material.

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 statement of operations. The following table details the associated liability. The current portion of the liability of $0.5 million was recorded in accrued expenses and other

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~current liabilities and the non-current portion of the liability of $0.4 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

(583)

Balance September 30, 2018

$
896

Note 5.4. Business Acquisitions

On April 30, 2019, the Company completed the acquisition of the Paris-based telemedicine provider MedecinDirect in which MedecinDirect became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $11.2 million with additional potential earnout consideration. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from the acquisition is not tax deductible.

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~~

Table of ~~cash acquired of $8.8~~Contents

$351.7 million, which was comprised of 1,344,387 shares of ~~Teladoc’s~~Teladoc Health’s common stock valued at $68.6 million on May 31, 2018, and ~~$291.9~~$283.1 million of net cash. Advance Medical is a leading global virtual healthcare provider offering a portfolio of virtual healthcare and expert medical service 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 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$5.8 million and included transaction costs for investment bankers and other professional fees.

The ~~acquisitions~~acquisition described above ~~were~~was 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~~acquisition were included within the consolidated financial statements commencing on the aforementioned acquisition ~~dates.~~date.

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

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Identifiable assets acquired and liabilities assumed (in thousands):


	Advance Medical		BestDoctors

					Advance Medical
Purchase price, net of cash acquired	$	351,694	$	445,535	$	351,694
Less:
Accounts receivable		8,553		11,205		8,553
Property and equipment, net		1,326		2,650		1,326
Other assets		3,675		2,483		3,675
Client relationships		100,763		112,810		100,760
Non-compete agreements		1,540		—		1,540
Internal-use software		617		8,480		770
Trademarks		16,190		24,920		16,190
Favorable leases		203		—		203
Accounts payable		(361)		(393)		(361)
Deferred taxes		(23,489)		(11,800)		(22,714)
Other liabilities		(8,499)		(12,337)		(8,368)
Goodwill	$	251,176	$	307,517	$	250,120

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

~~The Company’s~~ Advance Medical’s operating results has been included in the accompanying unaudited pro forma revenue and net loss for the quarters ended September 30, 2018 and 2017 and for the nine months ended September 30, 2018 and 2017 below have been prepared as if Advance Medical and Best Doctors had been purchased on January 1, 2017.

Unaudited Pro Forma

Unaudited Pro Forma

Quarters Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2018

2017

2018

2017

Revenue

$
110,962

$
88,338

$
324,831

$
254,075

Net loss

$
(23,264)

$
(32,209)

$
(69,434)

$
(69,433)

~~The unaudited pro forma~~consolidated 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~~statements 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 $19.2 million of revenue and $(1.1~~) ~~million of net loss from Advance Medical for the quarter ended September 30,~~since its acquisition on May 31, 2018. ~~The Company recorded $25.4 million of revenue and $(1.0) million of net loss from Advance Medical for the nine months ended September 30, 2018.~~

Table of Contents

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 6.5. Intangible Assets, Net

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


								Weighted
								Average
	Useful			Accumulated		Net Carrying		Remaining
	Life	Gross Value		Amortization		Value		Useful Life
September 30, 2018

																Weighted
																Average
									Useful			Accumulated		Net Carrying		Remaining
									Life	Gross Value		Amortization		Value		Useful Life
September 30, 2019
Client relationships	2 to 20 years	$	235,134	$	(29,723)	$	205,411	13.8	2 to 20 years	$	233,993	$	(53,826)	$	180,167	13.2
Non-compete agreements	1.5 to 5 years		5,010		(3,590)		1,420	2.6	1.5 to 5 years		4,919		(4,119)		800	1.7
Trademarks	3 to 15 years		42,235		(3,389)		38,846	14.0	3 to 15 years		42,019		(6,365)		35,654	13.1
Patents	3 years		200		(122)		78	1.1	3 years		200		(189)		11	0.1
Internal-use software and others	1.8 to 5 years		24,024		(12,945)		11,079	1.7
Internal-use software and other									3 to 5 years		32,182		(19,976)		12,206	2.2
Intangible assets, net		$	306,603	$	(49,769)	$	256,834	13.3		$	313,313	$	(84,475)	$	228,838	12.6
December 31, 2017
December 31, 2018
Client relationships	2 to 10 years	$	136,362	$	(14,711)	$	121,651	9.3	2 to 20 years	$	233,007	$	(35,453)	$	197,554	13.7
Non-compete agreements	1.5 to 5 years		3,480		(3,143)		337	0.8	1.5 to 5 years		4,992		(3,741)		1,251	2.4
Trademarks	3 to 15 years		26,454		(1,502)		24,952	14.2	3 to 15 years		41,815		(4,137)		37,678	13.9
Patents	3 years		200		(72)		128	1.9	3 years		200		(139)		61	0.9
Internal-use software	2 to 5 years		20,312		(7,569)		12,743	1.7	3 to 5 years		25,644		(14,794)		10,850	2.0
Intangible assets, net		$	186,808	$	(26,997)	$	159,811	9.4		$	305,658	$	(58,264)	$	247,394	13.2

Amortization expense for intangible assets was ~~$8.9~~$8.7 million and ~~$5.3~~$8.9 million for the quarters ended September 30, 2019 and 2018, ~~and 2017,~~ respectively.

Amortization expense for intangible assets was ~~$22.9~~$26.4 million and ~~$9.2~~$22.9 million for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

Note 7.6. Goodwill

Goodwill consists of the following (in thousands):


	As of September 30,			As of December 31,
	2018		2017

					As of September 30,			As of December 31,
					2019		2018
Beginning balance	$	498,520	$	188,184	$	737,197	$	498,520
Additions associated with acquisitions		251,176		307,517		10,604		250,120
Cumulative translation adjustment		(5,634)		2,819		(10,154)		(11,443)
Goodwill	$	744,062	$	498,520	$	737,647	$	737,197

Note 7. Leases

~~Goodwill~~

The Company has operating leases for facilities, hosting co-location facilities and certain equipment under non-cancelable leases in the United States and various international locations. The leases have remaining lease terms of 1 to 11 years, with options to extend the lease term from 1 to 6 years. At the inception of an arrangement, the Company determines whether the arrangement is ~~not amortized but is tested~~or contains a lease based on the facts and circumstances present. For new and amended leases beginning in 2019 and after, the Company will separately allocate the lease (e.g., fixed lease payments for ~~impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired.~~right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases. The ~~Company’s annual goodwill impairment test resulted in no impairment charges in any~~components of ~~the periods presented~~operating lease expense reflected in the consolidated ~~financial statements.~~statements of operations were as follows (in thousands):


	Quarters Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Lease cost
Operating lease cost	$	2,206	$	6,073
Variable lease cost		230		698
Total lease cost	$	2,436	$	6,771

In determining the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the original lease term and not the remaining lease term. Additionally, the Company’s policy for

Table of Contents

~~TELADOC HEALTH, INC.~~leases with an initial term of 12 months or less are to not record on the consolidated balance sheets and the Company did not have any such leases. Supplemental information related to operating leases was as follows (in thousands):


	Nine Months Ended
Consolidated Statements of Cash Flows	September 30, 2019
Operating cash flows used for operating leases	$	5,981
Operating lease liabilities arising from obtaining right-of-use assets	$	4,817

Other Information
Weighted-average remaining lease term		6.25 yrs
Weighted-average discount rate		6.50%

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~The Company leases office space under non-cancelable operating leases in the United States and various international locations. As of September 30, 2019, the future minimum lease payments under non-cancelable operating leases are as follows (in thousands):


	As of
Operating Leases:	September 30, 2019
2019	$	6,943
2020		5,961
2021		5,768
2022		5,685
2023 and thereafter		13,579
Sub-total		37,936
Less: imputed interest		6,911
Minimum lease payments	$	31,025

Note 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,
	2018		2017

					As of September 30,		As of December 31,
					2019		2018
Professional fees	$	3,343	$	1,325	$	1,900	$	1,264
Consulting fees/provider fees		4,205		4,028		6,650		6,569
Client performance guarantees		2,722		2,617		2,929		2,910
Legal fees		519		759		1,250		1,073
Interest payable		4,068		367		3,889		883
Income tax payable		3,136		—		4,513		2,610
Insurance						2,583		167
Lease abandonment obligation - current		482		—		101		53
Marketing		2,458		524		3,736		644
Earnout and compensation		—		722
Printing and postage		—		302
Operating lease liabilities - current						5,172		—
Earnout						663		—
Deferred revenue		8,062		4,111		14,358		7,650
Other		3,591		4,602		6,078		2,978
Total	$	32,586	$	19,357	$	53,822	$	26,801

Note 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.

Table of Contents

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~~investments 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~~investments amortized cost approximates fair value.

The Company measured its contingent consideration at fair value on a recurring basis and 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, 2018
	Level 1		Level 2		Level 3		Total

									September 30, 2019
									Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	457,554	$	—	$	—	$	457,554	$	475,242	$	—	$	—	$	475,242
Short-term investments	$	—	$	14,974	$	—	$	14,974	$	5,012	$	10,621	$	—	$	15,633
Contingent liability									$	—	$	—	$	3,967	$	3,967


	December 31, 2018
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	419,464	$	4,525	$	—	$	423,989
Short-term investments	$	—	$	54,545	$	—	$	54,545

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

December 31, 2017


Level 1

Level 2

Level 3

Total
Cash and cash equivalents

$
39,051

$
3,766

$
—

$
42,817
Short-term investments

$
—

$
79,489

$
—

$
79,489
Contingent liability (included in accrued expenses and other current liabilities and other liabilities)

$
—

$
—

$
666

$
666

There were no transfers between fair value measurement levels during the quarter and nine months ended September 30, ~~2018~~2019 and ~~2017.~~2018.

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, 2017

$
666
Payments

(744)
Change in fair value

78
Fair value at September 30, 2018

$
—


Fair value at date of acquisition	$	3,586
Payments		—
Change in fair value		525
Currency translation adjustment		(144)
Fair value at September 30, 2019	$	3,967

Note 10. Revolving Credit Facility

~~On July 14, 2017 and concurrent with the consummation of the Best Doctors acquisition, the~~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”). in 2017. The ~~New Term Loan Facility was used to fund the purchase of Best Doctors and the~~ New Revolving Credit Facility is available for working capital and other general corporate purposes. ~~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.~~ The Company has maintained the New Revolving Credit Facility and, ~~as described above,~~ there was no amount outstanding as of September 30, ~~2018~~2019 and December 31, ~~2017.~~2018. The Company utilized $1.4 million of letters of credit for facility security deposits at September 30, 2019.

The Company was in compliance with all debt covenants at September 30, ~~2018~~2019 and December 31, ~~2017.~~2018.

Table of Contents

Note 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 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:

●

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

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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~~5 business day period after any ~~ten~~10 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.~~

date.

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).~~period.

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

Table of Contents

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.

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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


	As of September 30,		As of December 31,
Liability component	2019		2018
Principal	$	287,500	$	287,500
Less: Debt discount, net (1)		(84,237)		(92,913)
Net carrying amount	$	203,263	$	194,587

As of September 30,
Liability component

2018
Principal

$
287,500
Less: Debt discount, net (1)

(95,659)
Net carrying amount

$
191,841

(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 ~~$491.9~~$427.1 million as of September 30, ~~2018.~~2019. 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 September 30, ~~2018,~~2019, the remaining contractual life of the 2025 Notes is approximately ~~6.6~~5.6 years.

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


	Quarters Ended			Nine Months Ended
	September 30,			September 30,
	2018			2018

							Quarters Ended						Nine Months Ended
							September 30,						September 30,
							2019			2018			2019			2018
Contractual interest expense	$	996		$	1,581		$	988		$	996		$	2,965		$	1,581
Amortization of debt discount		2,593			4,086			2,949			2,593			8,677			4,086
Total	$	3,589		$	5,667		$	3,937		$	3,589		$	11,642		$	5,667
Effective interest rate of the liability component		7.9	%		7.9	%		7.9	%		7.9	%		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 bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each 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

Table of Contents

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;

●

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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.~~

date.

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, 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 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).~~period.

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.

1718

Table of Contents

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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


	As of September 30,		As of December 31,
Liability component	2019		2018
Principal	$	274,995	$	275,000
Less: Debt discount, net (2)		(44,498)		(54,904)
Net carrying amount	$	230,497	$	220,096

As of September 30,

As of December 31,
Liability component

2018

2017
Principal

$
275,000

$
275,000
Less: Debt discount, net (1)

(58,188)

(67,630)
Net carrying amount

$
216,812

$
207,370

~~(1)~~

(2)

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 ~~$569.1~~$468.7 million as of September 30, ~~2018.~~2019. 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 9, “Fair Value Measurements,” for definitions of hierarchy levels. As of September 30, ~~2018,~~2019, the remaining contractual life of the 2022 Notes is approximately ~~3.8~~3.2 years.

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


	Quarters Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017

													Quarters Ended						Nine Months Ended
													September 30,						September 30,
													2019			2018			2019			2018
Contractual interest expense	$	2,079		$	68		$	6,170		$	68		$	2,062		$	2,079		$	6,187		$	6,170
Amortization of debt discount		3,285			77			9,442			77			3,620			3,285			10,406			9,442
Total	$	5,364		$	145		$	15,612		$	145		$	5,682		$	5,364		$	16,593		$	15,612
Effective interest rate of the liability component		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%

Note 12. ~~Commitments and Contingencies~~

Legal Matters

From time to time, Teladoc Health is involved in various litigation matters arising out of the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may ~~become~~involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to ~~legal proceedings, claims~~appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on our business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and ~~litigation arising in~~amount of such losses or damages (if any) and the ~~ordinary course of its business. At September 30, 2018, the Company is not a party to any material legal proceeding,~~structure and ~~it is not aware~~type of any ~~pending or threatened~~such remedies. Teladoc Health’s management does not presently expect any litigation ~~that would~~matter to have a material adverse ~~effect~~impact on ~~its~~our business, financial condition, results of operations or cash ~~flows~~flows.

entities who purchased or otherwise acquired shares of the Company’s common stock during the period March 3, 2016 through December 5, 2018. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false or misleading statements and omissions with respect to, among other things, the alleged misconduct of one of the Company’s previous Executive Officers. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. The Company ~~routinely assesses all~~believes that the claims against the Company and its officers are without merit, and the Company and its named officers intend to defend the Company vigorously, including filing a motion to dismiss the complaint.

In addition, on June 21, 2019, a stockholder derivative lawsuit (Kreutter v. Gorevic, et al.) was filed in the SDNY against certain current and former directors and officers of ~~its litigation~~the Company. The derivative lawsuit alleges that the named directors and ~~threatened ligation as~~officers breached their fiduciary duties to the ~~probability~~Company in connection with factual assertions

Table of ~~ultimately incurring a liability and records its best estimate of~~Contents

substantially similar to those in 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 30, 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.purported securities class action complaint described above. The Company ~~does not believe~~believes that ~~at September 30,~~the claims set forth in this stockholder derivative lawsuit are without merit.

On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the United States District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (TCPA) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. The Company will vigorously defend the lawsuit and any ~~reasonably possible losses in excess of the amounts accrued would~~potential loss is currently deemed to be ~~material to the unaudited consolidated financial statements.~~immaterial.

Note 13. Common Stock and Stockholders’ Equity

Capitalization

Effective May 31, 2018, the authorized number of shares of the Company’s common stock was increased from 100,000,000 to 150,000,000 shares.

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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.~~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. Options to buy common stock 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. The Company had ~~2,008,287~~4,707,092 shares available for grant at September 30, ~~2018.~~2019.

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

Weighted-


Weighted-

Average

Number of

Average

Remaining

Aggregate

Shares

Exercise

Contractual

Intrinsic

Outstanding

Price

Life in Years

Value

Balance at December 31, 2017

8,393,888

$
17.56

8.36

$
145,810

Stock option grants

1,259,679

$
42.07

—

$
—

Stock options exercised

(1,822,119)

$
14.38

—

$
—

Stock options forfeited

(213,063)

$
24.32

—

$
—

Stock options expired

(2,100)

$
0.80

—

$
—

Balance at September 30, 2018

7,616,285

$
22.19

8.02

$
488,639

Vested or expected to vest at September 30, 2018

7,616,285

$
22.19

8.02

$
488,639

Exercisable at September 30, 2018

2,591,344

$
14.04

7.09

$
187,372


				Weighted-
		Weighted-		Average
	Number of	Average		Remaining	Aggregate
	Shares	Exercise		Contractual	Intrinsic
	Outstanding	Price		Life in Years	Value
Balance at December 31, 2018	6,947,797	$	23.15	7.86	$	186,770
Stock option grants	160,658	$	62.55	—	$	—
Stock options exercised	(1,271,012)	$	19.53	—	$	—
Stock options forfeited	(229,188)	$	39.66	—	$	—
Balance at September 30, 2019	5,608,255	$	24.59	7.28	$	237,859
Vested or expected to vest at September 30, 2019	5,608,255	$	24.59	7.28	$	237,859
Exercisable at September 30, 2019	3,160,119	$	19.47	6.86	$	152,573

The total ~~grant‑date~~grant-date fair value of stock options granted during the ~~quarter and nine months~~quarters ended September 30, 2019 and 2018 was ~~$2.3~~$2.1 million and ~~$24.6~~$2.3 million, respectively. The total ~~grant‑date~~grant-date fair value of stock options granted during the ~~quarter and~~ nine months ended September 30, ~~2017~~2019 and 2018 was ~~$18.5~~$4.7 million and ~~$54.8~~$24.6 million, respectively.

~~Stock‑Based~~

Stock-Based Compensation

All ~~stock‑based~~stock-based awards to employees are measured based on the ~~grant‑date~~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~~four-year vesting period for each ~~award)~~stock option and a three-year vesting period for each RSU). The Company estimates the fair value of stock options granted using the ~~Black‑Scholes option‑pricing~~Black-Scholes option-pricing model.

Table of Contents

The assumptions used in the ~~Black‑Scholes option‑pricing~~Black-Scholes option-pricing model 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~~Risk-Free Interest Rate. The ~~risk‑free~~risk-free interest rate is based on U.S. Treasury ~~zero‑coupon~~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~~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.~~0.

Forfeiture rate. The Company recognizes forfeitures as they occur.

~~Table of Contents~~

~~TELADOC HEALTH, 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~~Black-Scholes option-pricing model with the following assumptions and fair value per share:

Nine Months Ended September 30,

2018

2017

Volatility

43.5% – 46.1%

45.1% – 47.7%

Expected life (in years)

6.0

6.1

Risk-free interest rate

2.45% - 2.88%

1.81% - 2.30%

Dividend yield

–

–

Weighted-average fair value of underlying stock options

$
19.54

$
11.83


	Nine Months Ended September 30,
	2019		2018
Volatility		46.8% – 47.6%		43.5% – 46.1%
Expected life (in years)		5.3		6.0
Risk-free interest rate		1.35% - 2.55%		2.45% - 2.88%
Dividend yield		–		–
Weighted-average fair value of underlying stock options	$	29.21	$	19.54

For the quarter ended September 30, ~~2018~~2019 and ~~2017,~~2018, the Company recorded compensation expense related to stock options granted of ~~$6.4~~$4.6 million and ~~$5.0~~$6.4 million, respectively. For the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, the Company recorded compensation expense related to stock options granted of ~~$17.7~~$15.3 million and ~~$12.2~~$17.7 million, respectively.

As of September 30, ~~2018,~~2019, the Company had ~~$55.9~~$31.7 million in unrecognized compensation cost related to ~~non‑vested~~non-vested stock options, which is expected to be recognized over a ~~weighted‑average~~weighted-average period of approximately ~~2.6~~2.1 years.

Restricted Stock Units

In May 2017, the Company commenced issuing Restricted Stock Units (“RSU’s”) pursuant to the Plan 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~~The Company will record compensation expense in the consolidated statement of operations on a straight-line basis over the vesting ~~period.~~period for RSU’s and on an accelerated tranche by tranche basis for Performance based awards. The vesting period for employees and members of the Board of Directors ranges from one to four years.

Table of Contents

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


		Weighted-Average
		Grant Date
	Shares	Fair Value Per Share
Balance at December 31, 2018	1,409,448	$	40.51
Granted	1,340,962	$	65.58
Vested and issued	(533,717)	$	39.69
Forfeited	(169,845)	$	52.44
Balance at September 30, 2019	2,046,848	$	55.88
Vested and unissued at September 30, 2019	13,755	$	50.90
Non-vested at September 30, 2019	2,033,093	$	55.88

Weighted-Average

Grant Date

Shares

Fair Value Per Share
Balance at December 31, 2017

633,115

$
33.84
Granted

1,246,126

$
42.38
Vested and issued

(277,791)

$
34.56
Forfeited

(82,085)

$
41.31
Balance at September 30, 2018

1,519,365

$
40.31
Vested and unissued at September 30, 2018

72,000

$
35.43
Non-vested at September 30, 2018

1,447,365

$
40.31

The total ~~grant‑date~~grant-date fair value of RSU’s granted during the quarter ~~and nine months~~ ended September 30, 2019 and 2018 were ~~$2.7~~$3.3 million and ~~$52.8~~$2.7 million, respectively. The total grant-date fair value of RSU’s granted during the ~~quarter and~~ nine months ended September 30, ~~2017 was $6.9~~2019 and 2018 were $86.7 million and ~~$11.3~~52.8 million, respectively.

For the quarter ended September 30, ~~2018~~2019 and ~~2017,~~2018, the Company recorded ~~stock based~~stock-based compensation expense related to the RSU’s of ~~$5.6~~$12.5 million and ~~$0.8~~$5.6 million, respectively. For the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, the Company recorded ~~stock based~~stock-based compensation expense related to the RSU’s of ~~$12.7~~$32.2 million and ~~$0.9~~$12.7 million, respectively.

As of September 30, ~~2018,~~2019, the Company had ~~$48.1~~$87.4 million in unrecognized compensation cost related to ~~non‑vested~~non-vested RSU’s, which is expected to be recognized over a ~~weighted‑average~~weighted-average period of approximately ~~2.3~~2.1 years.

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Employee Stock Purchase Plan

In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or ~~ESPP.~~ESPP, in connection with its initial public offering. A total of ~~645,258~~738,875 shares of common stock were reserved for issuance under this plan as of September 30, ~~2018.~~2019. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. 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 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,~~During the nine months ended September 30, 2019, the Company issued ~~56,453~~35,716 shares under the ESPP. During ~~2017,~~2018, the Company issued ~~127,510~~85,218 shares under the ESPP. As of September 30, ~~2018, 461,295~~2019, 490,431 shares remained available for issuance.

For the quarter ended September 30, ~~2018~~2019 and ~~2017,~~2018, the Company recorded stock-based compensation expense related to the ESPP of $0.2 million and $0.2 million, respectively. For the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, the Company recorded stock-based compensation expense related to the ESPP of $0.7 million and ~~$0.5~~$0.7 million, respectively.

As of September 30, ~~2018,~~2019, the Company had $0.1 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a ~~weighted‑average~~weighted-average period of approximately 0.1 years.

Total compensation costs charged as an expense for ~~stock‑based~~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
	September 30,				September 30,
	2018		2017		2018		2017

									Quarter Ended				Nine Months Ended
									September 30,				September 30,
									2019		2018		2019		2018
Administrative and marketing	$	579	$	315	$	1,551	$	798	$	1,384	$	579	$	3,522	$	1,551
Sales		2,065		1,293		5,641		2,894		2,732		2,065		7,390		5,641
Technology and development		1,588		852		4,466		2,048		1,594		1,588		5,633		4,466
General and administrative		7,963		3,506		19,428		7,888		11,644		7,963		31,700		19,428
Total stock-based compensation expense	$	12,195	$	5,966	$	31,086	$	13,628	$	17,354	$	12,195	$	48,245	$	31,086

Table of Contents

Note 14. Income Taxes

As a result of the Company’s history of net operating losses (“NOL”), 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 months~~ ended September 30, ~~2018,~~2019, the Company recognized an income tax benefit of $8.1 million, primarily due to the anticipated intercompany transfer of a U.S. subsidiary from a foreign owned subsidiary to the U.S. parent. This transaction resulted in the partial release of the valuation allowance due to a reassessment of the realizability of deferred tax assets. This benefit was partially offset by tax expense related to certain United States income, as well as amortization of tax-deductible goodwill, net of the realization of its indefinite lived NOL. For the quarter ended September 30, 2018, the income tax benefit was recognized for the indefinite lived NOL ~~in the United States~~ that is forecasted for the 2018 calendar year which ~~is partially~~can be netted up to 80% of the deferred tax liability associated with the goodwill, offset by timing differences with respect to the treatment of the amortization of ~~tax deductible~~tax-deductible goodwill, as well as foreign related income. ~~Income~~The income tax ~~provisions recognized~~benefit for the ~~quarter and~~ nine months ended September 30, ~~2017, were~~2019 is primarily ~~attributable~~due to the ~~timing differences with respect~~partial release of the valuation allowance due to a reassessment of the realizability of deferred tax assets as discussed above. This benefit is partially offset by expense resulting from increases in income from Advance Medical entities, as compared to the ~~treatment of~~nine months ended September 30, 2018, for which there are limited net operating losses to offset the ~~amortization of tax deductible goodwill.~~increased income. 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.

~~Table of Contents~~

~~TELADOC HEALTH, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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~~US Federal tax law 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~~US Federal tax law 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~~US Tax ~~Act~~law imposes an interest expense limitation which disallows a portion of the interest deduction based on ~~EBTIDA.~~EBITDA. 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 $1.4 million and $5.5 million which is included in the consolidated statements of operations for the quarter ended and nine months ended September 30, 2018, respectively. The gain on sale of $1.4 million recorded during the quarter ended September 30, 2018 results from potential contingencies that were fully settled during the quarter.

2223

Table of Contents

~~Item~~2.

Item2. 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 confidential information of our Clients and 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.

2324

Table of Contents

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, ~~2017~~2018 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.

Overview

~~We believe we are~~

Teladoc, Inc. was incorporated in the ~~largest~~State of Texas in June 2002 and ~~most trusted~~changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. from Teladoc, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in providing virtual healthcare ~~provider in~~services with a focus on high quality, lower costs, and improved outcomes around the world. ~~Recognized by MIT Technology Review as one of the “50 Smartest Companies”, we~~

Teladoc Health solutions 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 1,780,000 telehealth visits in the first nine months of 2018 and approximately 1,463,000 telehealth visits for the full year of 2017. U.S. paid membership was 22.6 million on September 30,2018, compared to 19.1 million (adjusted for the 3.5 million Aetna lives) on September 30, 2017. Visit fee only access was provided to 9.4 million individuals as of September 30, 2018 and none as of September 30, 2017.

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. Advance Medical offers a portfolio of virtual healthcare and expert medical service 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 Health 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”)~~health systems, or our Clients, as well as our direct-to-consumer members purchase our ~~solution~~solutions 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~~and offer convenient, affordable, high-quality healthcare to their employees or beneficiaries. Our network of physicians and other healthcare professionals, ~~(our “Providers”) as well as~~or our ~~medical experts~~Providers have the ability to generate meaningful income and deliver their services more efficiently with no administrative burden. ~~We 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.~~

Revenue

We ~~generate~~have a demonstrated track record of driving growth both organically and through acquisitions. We increased 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 medical services 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 $111.0~~24% to $138.0 million ~~and $68.7 million in revenue~~ for the ~~quarters~~quarter ended September 30, ~~2018 and 2017, respectively, representing 62% year-over-year growth and $295.2~~2019, including $0.9 million ~~and $156.1 million in revenue for the nine months ended September 30, 2018 and 2017, respectively, representing 89% year-over-year growth. Excluding the impact~~ from our ~~Advance Medical and Best Doctors acquisitions, our organic growth rate was 29% and 37% for the quarter and nine months ended September 30, 2018, respectively.~~MedecinDirect acquisition. We ~~had net losses of $23.3 million and $31.3 million for the quarters ended September 30, 2018 and 2017, respectively and $72.2 million and $62.4~~increased revenue 34% to $396.8 million for the nine months ended September 30, ~~2018~~2019, including $37.2 million from our Advance Medical and ~~2017,~~MedecinDirect acquisition.

For the quarter ended September 30, 2019, 86% and 14% of our revenue was derived from subscription access fees and visit fees, respectively and for the nine months ended September 30, 2019, 85% and 15% of our revenue was derived from subscription access fees and visit fees, respectively. For the quarter ended September 30, 2018, 87% and 13% of our

~~Table of Contents~~

revenue ~~was~~were derived from subscription access fees and visit fees, respectively and for the nine months ended September 30, 2018, 84% and 16% of our revenue ~~was~~were derived from subscription access fees and visit fees, respectively. ~~For~~We believe our continued strong subscription fee revenue is mainly representative of the ~~quarter ended~~value proposition we provide the broader U.S. healthcare system.

Membership and Visits

We completed approximately 2,899,000 telehealth visits in the first nine months of 2019 and approximately 2,640,000 telehealth visits for the full year of 2018. Paid Membership increased by approximately 12.2 million Members to 35.0 million from December 31, 2018 through September 30, 2017, 88% and 12% of our revenue was derived from subscription access fees and visit fees, respectively and for the nine months ended September 30, 2017, 85% and 15% of our revenue was derived from subscription access fees and visit fees, respectively.2019.

Financing Activities

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 $330.9 million after deducting offering expenses of $0.5 million.

In ~~December 2017, we successfully closed on a follow-on public offering (the “December Offering”) in which~~May 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 ~~sold 4,096,600 shares~~November 15 of ~~common stock, including the exercise~~each year. The 2025 Notes will mature on

Table of ~~an underwriter option to purchase additional shares, at an issuance price of $35.00 per share. We received~~Contents

May 15, 2025. The net proceeds ~~of $134.7~~to the Company from the offering were $279.1 million after deducting ~~underwriting discounts and commissions~~offering costs of $8.2 million as well as other offering expenses of $0.5 million. In January 2017, we successfully closed on 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 $0.6approximately $8.4 million.

Acquisition History

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

On April 30, 2019, the Company completed the acquisition of the Paris-based telemedicine provider MedecinDirect in which MedecinDirect became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $11.2 million with additional potential earnout consideration. On June 19, 2019, the Company made a $5.0 million minority investment in Vida Health which is accounted for under the cost method for investments.

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~~$283.1 million of net cash. Advance Medical is a leading global virtual ~~care~~healthcare provider offering a portfolio of virtual healthcare and expert medical service 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 1,855,078 shares of our common stock valued at $66.2 million on July 14, 2017 and $379.4 million of cash. Best Doctors is a leading expert medical consultation company focused on improving health outcomes for the most complex, critical and costly medical issues.

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~~provider network in exchange for a contractual based monthly fee. ~~Revenue is driven primarily~~Membership increased by ~~the number of Clients, the number of U.S. Paid~~approximately 12.2 million 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 experiences. U.S. Paid membership were 22.6 million onfrom December 31, 2018 through September 30, ~~2018, compared to 19.1 million (adjusted for the 3.5 million Aetna lives) on September 30, 2017.~~2019.

Number of Visits. We also recognize revenue in connection with the completion of a general medical visit, expert medical service and other specialty ~~visit~~visits for ~~the majority~~certain 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~~provider network services and the contractually negotiated prices of our services. We believe that increasing our current ~~U.S. Paid~~ Member utilization rate and increasing penetration further ~~penetration~~ into existing and ~~sales to~~ new health plan ~~clients~~Clients is a key objective in order for our Clients to realize tangible healthcare savings with our service. ~~Total visits~~Visits increased by 45% or 287,000 to approximately ~~335,000~~928,000 for the quarter ended September 30, ~~2018~~2019 compared to the same period in ~~2017. Total visits~~2018. Visits increased by 63% or 1,119,000 to approximately ~~780,000~~2,899,000 for the nine months ended September 30, ~~2018~~2019 compared to the same period in ~~2017.~~ 2018, including 474,000 visits from Advance Medical.

~~Table of Contents~~

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, 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. Therefore, while Membership increases, utilization is dampened until service delivery ramps up over the course of the year. Additionally, our business has become more diversified across services, channels and geographies. As a result, we have seen a diversification of client start dates, resulting from our health plan expansions, cross sales of new services, international growth, and mid-market employer growth, all of which are not constrained by a calendar year start.

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~~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, ~~2017~~2018 filed with the SEC.

Table of Contents

Critical Accounting Policies and Estimates

Our discussion and analysis of our results of operations, liquidity and capital resources are based on our condensed consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, accounts receivable, accounting for business combinations, goodwill, intangible assets, long-lived assets, capitalized development costs, earnout, income taxes, lease liabilities, loss contingencies and the value of securities underlying stock-based compensation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting policies and estimates see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. Except as noted in “Note 2 – Basis of Presentation and Principles of Consolidation” and “Note 37 – ~~Revenue”~~Leases” of the Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies during ~~2018.~~

2019.

Table of Contents

Consolidated Results of Operations

The following table sets forth our consolidated statement of operations data for the quarters and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 and the dollar and percentage change between the respective periods:

Quarters Ended September 30,

Nine Months Ended September 30,


2018

2017







2018

2017







$

$

Variance

%

$

$

Variance

%(a)

Revenue

$
110,962

$
68,650

$
42,312

62
%

$
295,166

$
156,139

$
139,027

89
%

Cost of revenue

34,167

16,742

17,425

104
%

88,707

38,907

49,800

128
%

Gross profit

76,795

51,908

24,887

48
%

206,459

117,232

89,227

76
%

Operating expenses:

Advertising and marketing

21,668

14,328

7,340

51
%

61,554

39,222

22,332

57
%

Sales

16,303

11,393

4,910

43
%

44,645

26,705

17,940

67
%

Technology and development

13,577

9,964

3,613

36
%

40,829

24,013

16,816

70
%

Legal

254

105

149

143
%

843

725

118

16
%

Regulatory

553

777

(224)

-29
%

1,648

2,771

(1,123)

-41
%

Acquisition and integration related costs

1,588

8,526

(6,938)

-81
%

8,957

10,639

(1,682)

-16
%

Gain on sale

(1,430)

—

(1,430)

NM
%

(5,500)

—

(5,500)

NM
%

General and administrative

30,314

21,938

8,376

38
%

80,455

52,299

28,156

54
%

Depreciation and amortization

9,746

6,418

3,328

52
%

26,045

11,693

14,352

123
%

Loss from operations

(15,778)

(21,541)

5,763

-27
%

(53,018)

(50,835)

(2,183)

4
%

Amortization of warrants and loss on extinguishment of debt

—

1,457

(1,457)

-100
%

—

1,457

(1,457)

-100
%

Interest expense, net

7,666

8,202

(536)

-7
%

19,449

9,678

9,771

101
%

Net loss before taxes

(23,444)

(31,200)

7,756

-25
%

(72,466)

(61,970)

(10,496)

17
%

Income tax (benefit) provision

(180)

130

(310)

-239
%

(261)

429

(690)

-161
%

Net loss

$
(23,264)

$
(31,330)

$
8,066

-26
%

$
(72,205)

$
(62,399)

$
(9,806)

16
%


	Quarter Ended September 30,								Nine Months Ended September 30,
	2019		2018						2019		2018
	$		$		Variance		%		$		$		Variance		%(a)
Revenue	$	137,969	$	110,962	$	27,007	24	%	$	396,818	$	295,166	$	101,652	34	%
Expenses:
Cost of revenue		42,799		34,167		8,632	25	%		129,110		88,707		40,403	46	%
Operating expenses:
Advertising and marketing		31,321		21,668		9,653	45	%		84,341		61,554		22,787	37	%
Sales		16,120		16,303		(183)	-1	%		48,164		44,645		3,519	8	%
Technology and development		15,746		13,577		2,169	16	%		48,398		40,829		7,569	19	%
Legal and regulatory		1,634		807		827	102	%		5,239		2,491		2,748	110	%
Acquisition and integration related costs		1,995		1,588		407	26	%		4,143		8,957		(4,814)	-54	%
Gain on sale		—		(1,430)		1,430	-100	%		—		(5,500)		5,500	-100	%
General and administrative		38,681		30,314		8,367	28	%		113,212		80,455		32,757	41	%
Depreciation and amortization		9,617		9,746		(129)	-1	%		29,065		26,045		3,020	12	%
Total expenses		157,913		126,740		31,173	25	%		461,672		348,183		113,489	33	%
Loss from operations		(19,944)		(15,778)		(4,166)	26	%		(64,854)		(53,017)		(11,837)	22	%
Interest expense, net		7,700		7,666		34	0	%		21,432		19,449		1,983	10	%
Net loss before taxes		(27,644)		(23,444)		(4,200)	18	%		(86,286)		(72,466)		(13,820)	19	%
Income tax benefit		(7,298)		(180)		(7,118)	N/M	%		(6,466)		(261)		(6,205)	N/M	%
Net loss	$	(20,346)	$	(23,264)	$	2,918	-13	%	$	(79,820)	$	(72,205)	$	(7,615)	11	%

N/M – Not meaningful

Table of Contents

EBITDA and Adjusted EBITDA

The following table reconciles net loss to ~~EBTIDA~~EBITDA and Adjusted EBITDA for the quarters and nine months ended September 30, ~~2018~~2019 and ~~2017:~~2018:


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net loss	$	(20,346)	$	(23,264)	$	(79,820)	$	(72,205)
Add:
Interest expense, net		7,700		7,666		21,432		19,449
Income tax benefit		(7,298)		(180)		(6,466)		(261)
Depreciation expense		982		854		2,701		3,118
Amortization expense		8,635		8,892		26,364		22,927
EBITDA(1)		(10,327)		(6,032)		(35,789)		(26,972)
Stock-based compensation		17,354		12,195		48,245		31,086
Gain on sale		—		(1,430)		—		(5,500)
Acquisition and integration related costs		1,995		1,588		4,143		8,957
Adjusted EBITDA(1)	$	9,022	$	6,321	$	16,599	$	7,571

Three Months Ended

Nine Months Ended

September 30,

September 30,


2018

2017

2018

2017


Net loss

$
(23,264)

$
(31,330)

$
(72,205)

$
(62,399)

Add:

Interest expense, net

7,666

8,202

19,449

9,678

Income tax (benefit) provision

(180)

130

(261)

429

Depreciation expense

854

1,113

3,118

2,466

Amortization expense

8,892

5,305

22,927

9,227

EBITDA(1)

(6,032)

(16,580)

(26,972)

(40,599)

Stock-based compensation

12,195

5,966

31,086

13,628

Amortization of warrants and loss on extinguishment of debt

—

1,457

—

1,457

Gain on sale

(1,430)

—

(5,500)

—

Acquisition and integration related costs

1,588

8,526

8,957

10,639

Adjusted EBITDA(1)

$
6,321

$
(631)

$
7,571

$
(14,875)

(1)

~~(1)~~

Non-GAAP Financial Measures:

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, foreign exchange gain or loss, 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, gain on sale ~~amortization of warrants and loss on extinguishment of debt,~~ 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 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:

●

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

●

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

●

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

Table of Contents

●

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

~~Table of Contents~~

●

~~Adjusted EBITDA does not reflect the significant amortization of warrants and loss on extinguishment of debt;~~

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.

Consolidated Results of Operations Discussion

We completed our acquisition of MedecinDirect on April 30, 2019 and Advance Medical on May 31, ~~2018 and the acquisition of Best Doctors on July 14, 2017.~~2018. The results of operations of the aforementioned ~~acquisition has~~acquisitions have been included in our unaudited consolidated financial statements included in this Quarterly Report from the date of each acquisition.

Revenue. Total revenue was ~~$111.0~~$138.0 million for the quarter ended September 30, ~~2018,~~2019, compared to ~~$68.7~~$111.0 million during the quarter ended September 30, ~~2017,~~2018, an increase of ~~$42.3~~$27.0 million, or ~~62%~~24%, with organic growth reflecting a ~~29%~~24% increase. Total revenue was ~~$295.2~~$396.8 million for the nine months ended September 30, ~~2018,~~2019, compared to ~~$156.1~~$295.2 million during the nine months ended September 30, ~~2017,~~2018, an increase of ~~$139.1~~$101.6 million, or ~~89%~~34%, with organic growth reflecting a ~~37%~~23% increase. The primary increase in revenue ~~in 2018~~ for ~~both periods~~the nine months ended 2019 was substantially driven by the acquisition of Advance Medical and MedecinDirect contributing ~~$19.2 million and $25.4~~$37.2 million for the ~~quarter and~~ nine months ended September 30, ~~2018, respectively, the acquisition of Best Doctors contributing $3.5 million and $57.0 million in revenue for the quarter and nine months ended September 30, 2018, respectively,~~2019, and an increase in new Clients and the number of new Members generating additional subscription access fees. Subscription access fee revenue increased to $119.1 million or 23% for the quarter ended September 30, 2019. Subscription access fee revenue increased to $336.3 million or 36% for the nine months ended September 30, 2019. The increase in subscription access fees was due to the addition of new ~~subscribers to our behavioral health services~~Clients and ~~new Clients,~~direct-to-consumer members, as the number of paid Members increased by ~~18%~~28% from September 30, ~~2017~~2018 to September 30, ~~2018.~~2019 as well as the aforementioned Advance Medical acquisition. Revenue from U.S. subscription access fees was $92.1 million for the quarter ended September 30, 2019 compared to $72.5 million for the quarter ended September 30, 2018 ~~compared to $52.0~~and was $258.6 million for the ~~quarter~~nine months ended September 30, ~~2017 and was~~2019 compared to $198.6 million for the nine months ended September 30, ~~2018 compared to $123.8 million for the nine months ended September 30, 2017.~~2018. We generated ~~$24.1~~$27.0 million of international subscription access fees for the quarter ended September 30, ~~2018~~2019 and ~~$8.4~~$24.1 million for the quarter ended September 30, ~~2017~~2018 and ~~$49.5~~$77.7 million of international subscription access fees for the nine months ended September 30, ~~2018~~2019 and ~~$8.4~~$49.5 million for the nine months ended September 30, ~~2017.~~ 2018.

We completed approximately ~~641,000~~928,000 visits, representing ~~$14.4~~$18.8 million of visit fees for the quarter ended September 30, ~~2018,~~2019, compared to approximately ~~306,000~~641,000 visits, representing ~~$8.3~~$14.4 million of visit fees during the quarter ended September 30, ~~2017,~~2018, an increase of ~~$6.1~~$4.4 million, or ~~73%~~31%. We completed approximately ~~1,780,000~~2,899,000 visits, representing ~~$47.1~~$60.5 million of visit fees for the nine months ended September 30, ~~2018,~~2019, compared to approximately ~~1,000,000~~1,780,000 visits, representing ~~$24.0~~$47.1 million of visit fees during the nine months ended September 30, ~~2017,~~2018, an increase of ~~$23.1~~$13.4 million, or ~~96%~~29%.

Cost of Revenue. Cost of revenue was $42.8 million for the quarter ended September 30, 2019 compared to $34.2 million for the quarter ended September 30, 2018, ~~compared~~an increase of $8.6 million, or 25%. The increase was primarily due to ~~$16.7~~increased general medical visits resulting in increased provider fees, and physician network operation center costs. Cost of revenue was $129.1 million for the ~~quarter~~nine months ended September 30, ~~2017, an increase of $17.5 million, or 104%. Cost of revenue was~~2019 compared to $88.7 million for the nine months ended September 30, 2018, ~~compared to $38.9~~an increase of $40.4 million, or 46%. The increase for the nine months ~~ended September 30, 2017, an increase of $49.8 million, or 128%. The increase in both~~ periods was primarily due to ~~the additional $9.7 million and $13.0~~$18.7 million in costs associated with Advance Medical services for the ~~quarter and~~ nine months ended ~~September 30, 2018, $17.7 million in costs associated with Best Doctors services for the nine months~~

Table of Contents

~~ended~~ September 30, ~~2018,~~2019 and increased general medical visits resulting in increased provider fees, and physician network operation center costs.

~~Gross Profit.~~ ~~Gross profit was $76.8~~Advertising and Marketing Expenses. Advertising and marketing expenses were $31.3 million ~~or 69% as a percentage of revenue,~~ for the quarter ended September 30, ~~2018~~2019 compared to $51.9 million, or 76%, as a percentage of revenue, for the quarter ended September 30, 2017, an increase of $24.9 million, or 48%. Gross profit was $206.5 million, or 70% as a percentage of revenue, for the nine months ended September 30, 2018 compared to $117.2 million, or 75%, as a percentage of revenue, for the nine months ended September 30, 2017, an increase of $89.2 million, or 76%. 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 of our virtual healthcare product offerings.

~~Advertising and Marketing Expenses.~~ ~~Advertising and marketing expenses were~~ $21.7 million for the quarter ended September 30, 2018, ~~compared to $14.3~~an increase of $9.6 million, or 45%. This increase primarily consisted of increased digital advertising, member engagement and acquisition initiatives, sponsorship of professional organizations and trade shows of $8.0 million and increases in employee-related expenses and others of $1.6 million. Advertising and marketing expenses were $84.3 million for the ~~quarter~~nine months ended September 30, ~~2017,~~2019 compared to $61.6 million for the nine months ended September 30, 2018, an increase of ~~$7.4~~$22.7 million, or ~~51%~~37%. Including the impact from Advance Medical, this increase primarily consisted of increased digital advertising, member engagement and acquisition initiatives, sponsorship of professional organizations and trade shows of ~~$6.5~~$18.0 million and increases in employee-related expenses and others of $4.7 million.

Sales Expenses. Sales expenses were $16.1 million for the quarter ended September 30, 2019 compared to $16.3 million for the quarter ended September 30, 2018, a decrease of $0.2 million, or 1%. This decrease primarily consisted of increased staffing and sales commissions of ~~$0.6~~$0.2 million and a decrease to other sales expenses of ~~$0.3~~$0.4 million. ~~Advertising and marketing~~Sales expenses were ~~$61.6~~$48.1 million for the nine months ended September 30, 2019 compared to $44.6 million for the nine months ended September 30, 2018, ~~compared to $39.2 million for the nine months ended September 30, 2017,~~ an increase of ~~$22.4~~$3.5 million, or 57%. Including the impact from Best Doctors and Advance Medical, this increase primarily consisted of increased digital advertising, member engagement initiatives, sponsorship of professional organizations and trade shows of $18.4 million, increased staffing of $2.6 million and other expenses of $1.4 million.

~~Sales Expenses.~~ ~~Sales expenses were $16.3 million for the quarter ended September 30, 2018 compared to $11.4 million for the quarter ended September 30, 2017, an increase of $4.9 million, or 43%~~8%. Including the impact from Advance Medical, this increase primarily consisted of increased staffing and sales commissions of ~~$4.5~~$3.2 million and an increase to other sales expenses of ~~$0.4~~$0.3 million. Sales expenses were $44.6 million for the nine months ended September 30, 2018 compared to $26.7 million for the nine months ended September 30, 2017, an increase of $17.9 million, or 67%. Including the impact from Best Doctors and Advance Medical, this increase primarily consisted of increased staffing and sales commissions of $15.7 million and an increase to other sales expenses of $2.2 million.

Technology and Development Expenses. Technology and development expenses were $15.7 million for the quarter ended September 30, 2019 compared to $13.6 million for the quarter ended September 30, 2018, ~~compared to $9.9 million for the quarter ended September 30, 2017,~~ an increase of ~~$3.7~~$2.1 million, or ~~36%~~16%. This increase resulted primarily from hiring additional personnel totaling ~~$2.8~~$1.5 million and other expenses of ~~$0.8~~$0.6 million. Technology and development expenses were $48.4 million for the nine months ended September 30, 2019 compared to $40.8 million for the nine months ended September 30, 2018, ~~compared to $24.0 million for the nine months ended September 30, 2017,~~ an increase of ~~$16.8~~$7.6 million, or ~~70%~~19%. ~~Including the impact from Best Doctors, this~~This increase resulted primarily from hiring additional personnel totaling ~~$10.7 million, technology and development expense of $3.2~~$5.8 million and other expenses of ~~$2.9~~$1.7 million.

Legal and Regulatory Expenses. Legal and regulatory expenses were ~~$0.2~~$1.6 million for the quarter ended September 30, 2018 compared to $0.1 million for the quarter ended September 30, 2017, an increase of $0.1 million, or 143%. Legal expenses were $0.8 million for the nine months ended September 30, 2018 compared to $0.7 million for the nine months ended September 30, 2017, an increase of $0.1 million, or 16%. The increase in 2018 resulted primarily from increased costs to support international activities.

~~Regulatory Expenses.~~ ~~Regulatory expenses were $0.6 million for the quarter ended September 30, 2018~~2019 compared to $0.8 million for the quarter ended September 30, ~~2017, a decrease~~2018, an increase of ~~$0.2~~$0.8 million, or ~~29%~~102%. ~~Regulatory~~Legal and regulatory expenses were ~~$1.6~~$5.2 million for the nine months ended September 30, 2019 compared to $2.5 million for the nine months ended September 30, 2018, ~~compared to $2.8 million for the nine months ended September 30, 2017, a decrease~~an increase of ~~$1.2~~$2.7 million, or ~~41%~~110%. The ~~decrease~~increase in 2019 in both periods resulted primarily from ~~less required regulatory~~increased expenses to support litigation activities.

Acquisition and Integration Related Costs. Acquisition and integration related costs, incurred primarily in connection with the Advance Medical and Best Doctors ~~acquisitions,~~integrations, were $2.0 million for the quarter ended September 30, 2019 compared to $1.6 million for the quarter ended September 30, 2018, ~~compared to $8.5 million for the quarter ended September 30, 2017, a decrease~~an increase of ~~$6.9~~$0.4 million, which primarily represents the costs associated with the ~~Best Doctors~~ acquisition ~~in the quarter ended September 30, 2017.~~and integration of Advance Medical. Acquisition and integration related costs, incurred primarily in connection with the Advance Medical and Best Doctors integrations, were $4.1 million for the nine months ended September 30, 2019 compared to $9.0 million for the nine months ended September 30, 2018, ~~compared to $10.6 million for the nine months ended September 30, 2017,~~ a decrease of ~~$1.6~~$4.9 million, which primarily represents the costs associated with the abandonment of the corporate office lease of Best Doctors and costs associated with the acquisition of Advance Medical.

~~Table of Contents~~

~~Gain on Sale. Gain on sale of $1.4 million~~General and ~~$5.5~~Administrative Expenses. General and administrative expenses were $38.9 million for the quarter ~~and nine months~~ ended September 30, ~~2018, respectively, consists of the June 2018 sale of certain client contracts.~~

~~General and Administrative Expenses.~~ ~~General and administrative expenses were~~2019 compared to $30.3 million for the quarter ended September 30, 2018, ~~compared to $21.9 million for the quarter ended September 30, 2017,~~ an increase of ~~$8.4~~$8.6 million, or ~~38%~~28%. This increase was driven primarily by an increase in employee-related expenses of approximately ~~$4.4~~$9.7 million resulting from growth in total employee headcount to 2,386 at September 30, 2019 as compared to 2,032 employees at September 30, 2018 primarily from the impact of the Advance Medical acquisitions. Other expenses, which include office-related charges, professional fees and bank charges, decreased by $1.1 million for the quarter ended September 30, 2019 as compared to ~~1,247~~September 30, 2018. General and administrative expenses were $113.4 million for the nine months ended September 30, 2019 compared to $80.5 million for the nine months ended September 30, 2018, an increase of $32.9 million, or 41%. This increase was driven primarily by an increase in employee-related expenses of approximately $27.1 million resulting from growth in total employee headcount to 2,386 at September 30, 2019 as compared to 2,032 employees at September 30, ~~2017~~2018 primarily from the impact of the Advance Medical acquisitions. Other expenses, which include office-related charges, professional fees and bank charges, increased by ~~$4.0~~$5.8 million for the nine months ended June 30, 2019 as compared to September 30, 2018, to support the growth of our business.

Table of Contents

Depreciation and Amortization. Depreciation and amortization was $9.6 million for the quarter ended September 30, ~~2018 as~~2019 compared to September 30, 2017, to support the growth of our business. General and administrative expenses were $80.5 million for the nine months ended September 30, 2018 compared to $52.3 million for the nine months ended September 30, 2017, an increase of $28.2 million, or 54%. This increase was driven primarily by an increase in employee-related expenses of approximately $22.7 million resulting from growth in total employee headcount to 2,032 at September 30, 2018 as compared to 1,247 employees at September 30, 2017 primarily from the impact from the Best Doctors and Advance Medical acquisitions. Other expenses, which include office-related charges, professional fees and bank charges, increased by $5.5 million for the nine months ended September 30, 2018 as compared to September 30, 2017, to support the growth of our business.

~~Depreciation and Amortization.~~ ~~Depreciation and amortization was~~ $9.7 million for the quarter ended September 30, 2018, ~~compared to $6.4 million for the quarter ended September 30, 2017, an increase~~a decrease of ~~$3.3~~$0.1 million, or ~~52%~~1%. Depreciation and amortization was $29.0 million for the nine months ended September 30, 2019 compared to $26.0 million for the nine months ended September 30, 2018, ~~compared to $11.7 million for the nine months ended September 30, 2017,~~ an increase of ~~$14.3~~$3.0 million, or ~~123%~~12%. The increase ~~in both periods~~ was primarily due to the impact from acquisitions. Additional amortization expenses primarily related to an increase in acquisition-related intangible assets that increased from ~~$185.5 million at September 30, 2017 to~~ $306.6 million at September 30, 2018 to $313.3 million at September 30, 2019 and an increase of depreciation expense on an increased base of depreciable fixed assets that increased from ~~$17.3 million at September 30, 2017 to~~ $21.8 million at September 30, ~~2018.~~

~~Amortization of Warrants and Loss on Extinguishment of Debt.~~ ~~Amortization of warrants and loss on extinguishment of debt was $1.5~~2018 to $24.9 million ~~for the quarter and nine months ended~~at September 30, 2017. 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. The amortization of warrants and loss on extinguishment of debt includes the write-off of fees paid to SVB and deferred debt costs associated with the original Mezzanine Term Loan.2019.

Interest Expense, Net. Interest expense, net consists of interest costs and amortization of debt discount associated with our ~~bank, and~~ Convertible Senior Notes, ~~and~~ interest income from short-term investments in marketable ~~securities.~~securities as well as foreign exchange gain or loss. Interest expense, net was $7.7 million for the quarter ended September 30, ~~2018 and was consistent when~~ compared to ~~$8.2~~$7.7 million for the quarter ended September 30, ~~2017.~~2018. Interest expense, net was $21.4 million for the nine months ended September 30, 2019 compared to $19.4 million for the nine months ended September 30, ~~2018 compared to $9.7 million for the nine months ended September 30, 2017.~~2018. The increase in net interest expense in ~~2018~~2019 reflects costs associated with the Convertible Senior Notes issued in May 2018.

Income tax benefit. Income tax benefit was $7.3 million for the quarter ended September 30, 2019 compared to $0.2 million for the quarter ended September 20, 2018 and ~~June 2017.~~$6.5 million for the nine months ended September 30, 2019 compared to $0.3 million for the nine months ended September 30, 2018. The quarter and nine months ended September 30, 2019 reflects a $8.1 million income tax benefit associated with the anticipated intercompany transfer of a U.S. subsidiary from a foreign owned subsidiary to the U.S. parent.

Liquidity and Capital Resources

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

Nine Months Ended

September 30,

2018

2017

Consolidated Statements of Cash Flows Data

Net cash used in operating activities

$
(7,336)

$
(27,166)

Net cash used in investing activities

(215,148)

(456,721)

Net cash provided by financing activities

638,163

516,894

Total

$
415,679

$
33,007


	Nine Months Ended
	September 30,
	2019		2018
Consolidated Statements of Cash Flows Data
Net cash provided by (used in) operating activities	$	11,747	$	(7,336)
Net cash provided by (used in) investing activities		15,466		(215,148)
Net cash provided by financing activities		25,053		638,163
Total	$	52,266	$	415,679

~~Since our inception,~~Historically, we have financed our operations primarily through public and private sales of equity securities, debt issuance and bank borrowings. For the nine months ended September 30, 2019, we have generated positive cash flows from operations.

~~Table~~On April 30, 2019, we completed the acquisition of ~~Contents~~

MedecinDirect. The purchase price was $11.2 million cash with additional potential earnout consideration. We also made a $5.0 million minority investment in Vida Health on June 19, 2019.

On July 26, 2018, we completed the July Offering in which we issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. We received net proceeds of $330.9 million after deducting offering expenses of $0.5 million.

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~~Teladoc Health’s common stock valued at approximately $68.6 million.

On May 8, 2018, we 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 the initial purchasers’ discounts, commissions and offering expenses.

~~On December 4, 2017, we successfully closed on the December Offering, in which the Company issued and sold 4,096,600 shares~~32

Table 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.Contents

On July 14, 2017, we acquired Best Doctors. The purchase price was $445.5 million consisting of $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.

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”) which resulted in net proceeds of $166.7 million after debt issuance related costs. The New Term Loan Facility of $175.0 million was subsequently repaid and terminated in conjunction with the December Offering described above.

On July 13, 2017, we 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 $1.5 million and accrued expense of $0.2 million.

In June 2017, we 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. 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, commissions and other offering expenses.

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.

Our principal sources of liquidity are cash and cash equivalents totaling ~~$457.5~~$475.2 million as of September 30, ~~2018,~~2019, 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 ~~$15.0~~$15.6 million as of September 30, ~~2018.~~2019.

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

For the nine months ended September 30, 2019, cash provided by operating activities was $11.7 million. The positive cash flows resulted primarily from our net loss of $79.8 million, changes in deferred income tax of $10.3 million and adjusted for the effect of net changes in working capital and other balance sheet accounts resulting in cash outflows of approximately $1.4 million. These are fully offset by depreciation and amortization of $33.8 million, allowance for doubtful accounts of $1.7 million, stock-based compensation of $48.3 million and accretion of interest of $19.4 million.

For the nine months ended September 30, 2018, cash used in operating activities was $7.3 million. The negative cash flows resulted primarily from our net loss of $72.2 million, adjusted for gain on sale of assets of $5.5 million, deferred income tax of $1.9 million, partially offset by depreciation and amortization of $26.0 million, allowance for doubtful accounts of $1.6 million, stock-based compensation of $31.1 million and accretion of interest of $13.6 million.

~~For~~The increase in cash provided by operating activities for the nine months ended September 30, ~~2017,~~2019 compared to the prior year period was primarily the result of our ability to continue to increase our revenue dollars while gaining operating leverage on our cash ~~used in~~related operating expenses.

Cash Provided by (Used in) Investing Activities

Cash provided by investing activities was ~~$27.2 million. The negative cash flows resulted primarily from our~~$15.5 million for the nine months ended September 30, 2019. Cash provided by investing activities consisted of maturities of short-term marketable securities of $39.2 million, net ~~loss~~ of ~~$62.4 million, partially~~sales, offset by ~~depreciation~~the purchases of property and ~~amortization~~equipment totaling $2.8 million, investments in internally developed capitalized software of ~~$11.7~~$4.7 million, ~~allowance for doubtful accounts~~investment in securities of ~~$1.3~~$5.0 million ~~stock-based compensation~~and acquisition of ~~$13.6 million, deferred income tax~~businesses of ~~$0.2 million, accretion of interest $3.3 million, loss on extinguishment of debt of~~

~~Table of Contents~~

$1.5 million as well as the effect of changes in working capital and other balance sheet accounts resulting in cash inflows of approximately $3.6 million, all of which was used to support the growth of the business. Included in cash used in operating activities is approximately $10.6 million of one-time costs associated with acquisition and integration related costs.

~~Cash Used in Investing Activities~~$11.2 million.

Cash used in investing activities was $215.1 million for the nine months ended September 30, 2018. Cash used in investing activities consisted of the acquisition of Advance Medical of $282.5 million, purchases of property and equipment totaling $2.7 million and investments in internally developed capitalized software of $2.7 million, offset by maturities of short-term marketable securities of $67.3 million, net of sales, and sales of assets of $5.5 million.

Cash ~~used in investing~~Provided by Financing Activities

Cash provided by financing activities ~~was $456.7 million~~ for the nine months ended September 30, ~~2017.~~2019 was $25.1 million. Cash ~~used in investing~~provided by financing activities consisted of $24.8 million of proceeds from the ~~acquisition~~exercise of ~~Best Doctors~~employee stock options, $1.9 million of ~~$379.4~~proceeds from employee stock purchase plan, offset by payment of $1.6 million net of cash acquired, purchases and maturities of short-term marketable securities of $73.8 million, net of sales as well as purchases of property and equipment totaling $2.0 million and investments in internally developed capitalized software of $1.5 million.

~~Cash Provided by Financing Activities~~for tax withholding for options exercised.

Cash provided by financing activities for the nine months ended September 30, 2018 was $638.2 million. Cash provided by financing activities consisted of $279.1 million of net cash proceeds from the issuance of the 2025 Notes, $330.9 million of net cash proceeds from the July Offering, $26.2 million of proceeds from the exercise of employee stock options, $0.6 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 nine months ended September 30, 2017 was $516.9 million. Cash provided by financing activities consisted of $263.7 million of net cash proceeds from the issuance of the 2022 Notes, $123.9 million of net cash proceeds from the Follow-On Offering, $166.7 million of proceeds under the credit facilities, $6.9 million of proceeds from the exercise of employee stock options, $1.3 million of proceeds from the employee stock purchase plan and $0.5 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 of other debt.

Looking Forward

As a result of the July Offering, the December Offering and the Follow-On Offering, we received $330.9 million, $134.7 million and $123.9 million of net cash 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 the 2022 Notes with net proceeds of $263.7 million and in July 2017, we entered into a New Revolving Credit Facility of $10.0 million as well as a New Term Loan Facility of $175.0 million which was subsequently repaid in conjunction with 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. At September 30, ~~2018,~~2019, the Company’s cash and short-term investments were ~~$472.5~~$490.9 million. WeFor the nine months ended September 30, 2019, we have experienced positive Adjusted EBITDA and we anticipate positive Adjusted EBITDA results for ~~2018.~~2019.

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

Table of Contents

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.

Shelf Registration 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 “2016 Shelf”). Under the 2016 Shelf at the time of effectiveness, we had the

~~Table of Contents~~

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~~ We currently have the ability under the 2016 Shelf to raise up to approximately $168 million by selling common stock in ~~which we issued and sold 7,885,500~~addition to 400,000 shares of common stock ~~including the exercise of an underwriter option to purchase additional shares and 1,600,000 shares offered~~eligible for resale by certain stockholders of ours, 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.existing shareholders.

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~~ We currently have the ability under the 2017 ~~we successfully closed on our December Offering~~Shelf to raise up to approximately $32 million by selling common stock in ~~which we issued and sold 4,096,600~~addition to 370,000 shares of common stock ~~including the exercise of an underwriter option to purchase additional shares and 830,000 shares offered~~eligible for resale by certain stockholders of ours, 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.existing shareholders.

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.

In July 2018, we successfully closed on our July Offering in which we issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per ~~share.~~share, and certain selling stockholders sold 263,740 shares of our common stock. We received net proceeds of $330.9 million after deducting offering expenses of $0.5 million.

Indebtedness

~~On July 14, 2017 and concurrent with the consummation of the Best Doctors acquisition, we~~We entered into ~~a $175.0 million New Term Loan Facility and~~ a $10.0 million New Revolving Credit ~~Facility.~~Facility in 2017. The ~~New Term Loan Facility was used to fund the purchase of Best Doctors and the~~ New Revolving Credit Facility is available for working capital and other general corporate purposes. ~~In December 2017, we 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.~~ We have maintained the New Revolving Credit Facility and, there was no amount outstanding as of September 30, ~~2018~~2019 and December 31, ~~2017.~~2018. The Company utilized $1.4 million and $2.2 million of letters of credit for facility security deposits and credit card at September 30, 2019 and December 31, 2018, respectively.

On May 8, 2018, we issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025. 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 us from the offering were $279.1 million after deducting offering costs of approximately $8.4 million.

The 2025 Notes are senior unsecured obligations of ours and rank senior in right of payment to our indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to our liabilities that is not so subordinated; effectively junior in right of payment to any of our 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 our subsidiaries.

In June 2017, we issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 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. The 2022 Notes will mature on December 15, 2022. The net proceeds to us from the offering were $263.7 million after deducting offering costs of approximately $11.3 million.

The 2022 Notes are senior unsecured obligations of ours and rank senior in right of payment to our indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to our

~~Table of Contents~~

liabilities that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other

Table of Contents

liabilities incurred by our subsidiaries. See Note 11, “Convertible Senior Notes” of the Notes to the Consolidated Financial Statements of the Quarterly Report on Form 10-Q for additional information on the 2025 Notes and the 2022 Notes.

We were in compliance with all debt covenants at September 30, ~~2018~~2019 and December 31, ~~2017.~~2018.

Contractual Obligations and Commitments

The following summarizes our contractual obligations as of September 30, ~~2018:~~2019:

Payment Due by Period




Less than

1 to 3

4 to 5

More than

Total

1 Year

Years

Years

5 Years

Operating leases

$
33,497

$
7,497

$
10,492

$
8,225

$
7,283

Debt obligations under the Convertible Notes

562,500

—

—

275,000

287,500

Interest associated with the Convertible Notes

57,052

12,203

24,406

14,009

6,434

Total

$
653,049

$
19,700

$
34,898

$
297,234

$
301,217


	Payment Due by Period
			Less than		1 to 3		4 to 5		More than
	Total		1 Year		Years		Years		5 Years
Operating leases	$	37,936	$	6,943	$	11,728	$	10,259	$	9,006
Debt obligations under the Convertible Notes		562,495		—		274,995		—		287,500
Interest associated with the Convertible Notes		44,832		12,203		22,252		7,906		2,471
Total	$	645,263	$	19,146	$	308,975	$	18,165	$	298,977

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 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~~Risk

Interest Rate Risk and Foreign Exchange Risk

We do not have any floating rate debt with our New Revolving Credit Facility as of September 30, ~~2018.~~2019. Cash equivalents that are subject to interest rate volatility represent our principal market risk. 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 75%~~more than 80% 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.

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 1one year or less.

Table of Contents

No Client represented over 10% of revenues for the quarters and nine months ended September 30, ~~2018~~2019 and ~~2017.~~2018.

No Client represented over 10% of accounts receivable at September 30, ~~2018~~2019 and December 31, ~~2017~~2018.

Item 4. Controls and ~~Procedures~~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 30, ~~2018.~~2019.

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 30, ~~2018~~2019 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 our standard stock awards previously identified in the 2017 Annual Report on Form 10-K had been remediated by March 31, 2018.

Table of Contents

PART II - OTHER ~~INFORMATION~~INFORMATION

Item 1. Legal ~~Proceedings~~Proceedings

The Company ~~may become~~is subject to legal proceedings, claims and litigation arising in the ordinary course of its business. At September 30, ~~2018,~~2019, 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~~.unfavorably.

On December 12, 2018, a purported securities class action complaint (Reiner v. Teladoc Health, Inc., et.al.) was filed in the United States District Court for the Southern District of New York (the “SDNY”) against the Company and certain of the Company’s officers and a former officer. The complaint is brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period March 3, 2016 through December 5, 2018. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false or misleading statements and omissions with respect to, among other things, the alleged misconduct of one of the Company’s previous Executive Officers. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. The Company believes that the claims against the Company and its officers are without merit, and the Company and its named officers intend to defend the Company vigorously, including filing a motion to dismiss the complaint.

In addition, on June 21, 2019, a stockholder derivative lawsuit (Kreutter v. Gorevic, et al.) was filed in the SDNY against certain current and former directors and officers of the Company. The derivative lawsuit alleges that the named directors and officers breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the purported securities class action complaint described above. The Company believes that the claims set forth in this stockholder derivative lawsuit are without merit.

On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the United States District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (TCPA) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. The Company will vigorously defend the lawsuit and any potential loss is currently deemed to be immaterial.

Item 1A. Risk ~~Factors~~Factors

For a discussion of potential risks and uncertainties related to our Company see the information in Part I, Item 1A ("Risk Factors") of our Annual Report on Form 10-K for the year ended December 31, ~~2017and~~2018 and Part II, Item 1.A (“Risk Factors”) of our Quarterly Report on Form 10-Q for the period ended ~~June~~September 30, ~~2018.~~2019. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 and our Quarterly Report on Form 10-Q for the period ended ~~June~~September 30, ~~2018.~~ 2019.

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.

Item 5. Other Information

On October 29, 2019, the Company entered into an amendment to its employment agreement with Jason Gorevic, its Chief Executive Officer, and amendments to each of the executive severance agreements with its other executive officers. The amendments are included as exhibits to this Form 10-Q. In each case, the respective amendment: (i) expressly subjects the executive officer’s compensation to the Company’s Executive Compensation Recovery Policy; (ii) expands the set of circumstances that would constitute a termination for “Cause” (as defined in the amendment); (iii) makes certain conforming changes across the class of executive officers to the definition of resignation for “Good Reason” (as defined in the applicable amendment); and (iv) corrects certain typographical errors in the original agreement. Additionally, the amendments make certain conforming changes to the post-termination severance benefits applicable to the executive officers other than Jason Gorevic, David Sides and Mala Murthy.

Table of Contents

Item 6. Exhibits

Exhibit

Index

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed
Herewith

3.1

Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

5/31/17

3.2

Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

6/1/18

3.3

Second Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

8/10/18

3.4

Fourth Amended and Restated Bylaws of Teladoc Health, Inc.

8-K

001-37477

3.1

2/25/19

10.1

Executive Severance Agreement, dated July 30, 2019, by and between Teladoc Health, Inc. and David Sides.

10.2

Amendment No. 1 to Amended and Restated Executive Employment Agreement, dated October 29, 2019, by and between Teladoc Health, Inc. and Jason Gorevic.

10.3

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Michelle Bucaria.

10.4

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Lewis Levy.

10.5

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Mala Murthy.

10.6

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and David Sides.

10.7

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Andrew Turitz.

10.8

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Adam Vandervoort.

~~Table of Contents~~

~~Exhibit~~

~~Index~~

Incorporated by Reference
Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed
Herewith

2.1

Share Purchase Agreement, dated as of May 29, 2018, by and among Teladoc, Inc., Best Doctors International Insurance S.a.r.l. and the Sellers party thereto.

8-K

001-37477

2.1

6/4/18

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

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

3.1

Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

5/31/17

3.2

Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

6/1/18

3.3

Second Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

8/10/18

3.4

Third Amended and Restated Bylaws of Teladoc Health, Inc.

8-K

001-37477

3.2

8/10/18

4.1

Specimen stock certificate evidencing shares of the common stock.

*

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

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

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

Table of Contents

10.9

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Stephany Verstraete.

21.1

Subsidiaries of the Registrant.

10-Q

001-37477

21.1

7/31/19

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

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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the

Inline XBRL 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.

104

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

10.1

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

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 (as amended).

10-K

001-37477

10.7

2/27/18

10.8

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 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 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

10.12

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

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

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 Stock Option Agreement under the Teladoc, Inc. 2017 Inducement Incentive Award Plan.

10-K

001-37477

10.18

3/01/17

10.16

Form of Restricted Stock Agreement under the Teladoc, Inc. 2017 Inducement Incentive Award Plan.

10-K

001-37477

10.18

3/01/17

~~Table of Contents~~

10.17

Form of Restricted Stock Unit Agreement under the Teladoc, Inc. 2017 Inducement Incentive Award Plan.

10-K

001-37477

10.19

3/01/17

10.18

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

10.19

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.

10-Q

001-37477

21.1

8/1/18

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

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.

*

* Filed herewith.

** Furnished herewith.

4039

Table of Contents

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 HEALTH, INC.

Date: ~~November 1, 2018~~October 30, 2019	By:	/s/ JASON GOREVIC
	Name:	Jason Gorevic
	Title:	Chief Executive Officer

Date: ~~November 1, 2018~~October 30, 2019	By:	/s/ ~~MARK HIRSCHHORN~~MALA MURTHY
	Name:	~~Mark Hirschhorn~~Mala Murthy
	Title:	~~Executive Vice President, Chief Operating Officer and~~ Chief Financial Officer

4140