Teladoc Health (TDOC) 10-Q 12 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 10, 2015
Document and Entity Information
Entity Registrant Name	Teladoc, Inc.
Entity Central Index Key	1,477,449
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		38,389,131
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 15,423	$ 46,436
Accounts receivable, net of allowance of $2,814 and $1,785, respectively	8,954	6,839
Due from officer		253
Prepaid expenses and other current assets	5,604	1,122
Deferred taxes	78	12
Total current assets	30,059	54,662
Property and equipment, net	4,154	1,065
Goodwill	56,260	28,454
Intangible assets, net	16,203	7,530
Other assets	265	296
Total assets	106,941	92,007
Current liabilities:
Accounts payable	6,962	2,210
Accrued expenses and other current liabilities	12,791	3,918
Accrued compensation	5,088	3,358
Long-term bank and other debt-current	1,250	833
Total current liabilities	26,091	10,319
Other liabilities	6,625	2,767
Deferred taxes	939	494
Long term bank and other debt	$ 31,408	$ 25,196
Commitments and contingencies
Stockholders' (deficit) equity:
Common stock, $0.001 par value; 75,000,000 shares authorized as of December 31, 2014 and June 30, 2015; 2,037,999 shares and 3,274,827 shares issued and outstanding as of December 31, 2014 and June 30, 2015; 38,326,062 shares issued and outstanding pro forma	$ 3	$ 2
Additional paid-in capital	23,366	4,953
Accumulated deficit	(102,257)	(72,490)
Total stockholders' (deficit) equity	(78,888)	(67,535)
Total liabilities, convertible preferred stock and stockholders' (deficit) equity	106,941	92,007
Convertible preferred stock
Current liabilities:
Temporary equity, carrying amount	117,914	117,914
Redeemable Common Stock
Current liabilities:
Temporary equity, carrying amount	2,852	$ 2,852
Pro Forma
Current assets:
Cash and cash equivalents	183,067
Accounts receivable, net of allowance of $2,814 and $1,785, respectively	8,954
Prepaid expenses and other current assets	1,457
Deferred taxes	78
Total current assets	193,556
Property and equipment, net	4,154
Goodwill	56,260
Intangible assets, net	16,203
Other assets	265
Total assets	270,438
Current liabilities:
Accounts payable	6,962
Accrued expenses and other current liabilities	12,791
Accrued compensation	5,088
Long-term bank and other debt-current	1,250
Total current liabilities	26,091
Other liabilities	6,625
Deferred taxes	939
Long term bank and other debt	$ 31,408
Commitments and contingencies
Stockholders' (deficit) equity:
Common stock, $0.001 par value; 75,000,000 shares authorized as of December 31, 2014 and June 30, 2015; 2,037,999 shares and 3,274,827 shares issued and outstanding as of December 31, 2014 and June 30, 2015; 38,326,062 shares issued and outstanding pro forma	$ 38
Additional paid-in capital	307,594
Accumulated deficit	(102,257)
Total stockholders' (deficit) equity	205,375
Total liabilities, convertible preferred stock and stockholders' (deficit) equity	$ 270,438

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2015	Jun. 17, 2015	Dec. 31, 2014
Allowance of Accounts receivable	$ 2,814,000		$ 1,785,000
Common stock par value (in dollars per share)	$ 0.001		$ 0.001
Common stock, shares authorized	75,000,000	75,000,000	75,000,000
Common stock, shares issued	3,274,827		2,037,999
Common stock, shares outstanding	3,274,827		2,037,999
Convertible preferred stock
Temporary equity par value	$ 0.001		$ 0.001
Temporary equity, shares authorized	50,479,286		50,479,286
Temporary equity, shares issued	50,452,939		50,452,939
Temporary equity, shares outstanding	50,452,939		50,452,939
Temporary equity, liquidation preference	$ 117,913,630		$ 117,913,630
Redeemable Common Stock
Temporary equity par value	$ 0.001		$ 0.001
Temporary equity, shares issued	113,294		113,294
Temporary equity, shares outstanding	113,294		113,294
Pro Forma
Common stock, shares issued	38,326,062
Common stock, shares outstanding	38,326,062
Pro Forma | Convertible preferred stock
Temporary equity, shares issued	0
Temporary equity, shares outstanding	0
Pro Forma | Redeemable Common Stock
Temporary equity, shares issued	0
Temporary equity, shares outstanding	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statements of Operations
Revenue	$ 18,283	$ 10,289	$ 34,771	$ 19,695
Cost of revenue	4,793	2,027	10,074	4,008
Gross profit	13,490	8,262	24,697	15,687
Operating expenses:
Advertising and marketing	4,730	1,436	9,071	3,954
Sales	4,397	3,033	8,079	5,178
Technology and development	3,203	2,064	6,109	3,256
General and administrative	16,488	4,033	28,456	7,377
Depreciation and amortization	923	554	1,826	968
Loss from operations	(16,251)	(2,858)	(28,844)	(5,046)
Interest income(expense), net	(642)	(349)	(1,210)	(404)
Net loss before taxes	(16,893)	(3,207)	(30,054)	(5,450)
Income tax (benefit) provision	171	(7)	(287)	65
Net loss	(17,064)	(3,200)	(29,767)	(5,515)
Preferred stock dividend		(1,055)		(2,085)
Net loss available to common stockholders	$ (17,064)	$ (4,255)	$ (29,767)	$ (7,600)
Net loss per share, basic and diluted	$ (7.20)	$ (2.15)	$ (13.13)	$ (4.47)
Weighted-average shares used to compute basic and diluted net loss per share	2,370,113	1,974,697	2,266,959	1,700,737
Pro forma basic and diluted net loss per share	$ (0.46)		$ (0.80)
Weighted-average shares used to compute basic and diluted pro forma net loss per share (unaudited)	37,308,054		37,204,901

CONSOLIDATED STATEMENTS OF CONV

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands	Convertible preferred stock	Redeemable Common Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance as of beginning of the period at Dec. 31, 2014	$ 117,914	$ 2,852
Balance as of beginning of the period (in shares) at Dec. 31, 2014	50,452,939	113,294
Balance as of end of the period at Jun. 30, 2015	$ 117,914	$ 2,852
Balance as of end of the period (in shares) at Jun. 30, 2015	50,452,939	113,294
Balance as of beginning of the period at Dec. 31, 2014			$ 2	$ 4,953	$ (72,490)	$ (67,535)
Balance as of beginning of the period (in shares) at Dec. 31, 2014			2,037,999
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options				261		261
Exercise of stock options, net (in shares)			185,795
Issuance of stock in acquisition			$ 1	16,774		16,775
Issuance of stock in acquisition (in shares)			1,051,033
Stock-based compensation				1,378		1,378
Net loss					(29,767)	(29,767)
Balance as of end of the period at Jun. 30, 2015			$ 3	$ 23,366	$ (102,257)	$ (78,888)
Balance as of end of the period (in shares) at Jun. 30, 2015			3,274,827

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating activities:
Net loss	$ (29,767)	$ (5,515)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,826	968
Allowance for doubtful accounts	958	537
Stock-based compensation	1,378	309
Deferred income taxes	(287)	65
Accretion of interest	81	14
Changes in operating assets and liabilities:
Accounts receivable	(2,639)	(3,546)
Due from officer	253
Prepaid expenses and other current assets	(358)	(34)
Other assets	32	(85)
Accounts payable	3,748	693
Accrued expenses and other current liabilities	4,066	836
Accrued compensation	1,648	674
Other liabilities	1,466	(3)
Net cash used in operating activities	(17,595)	(5,087)
Investing activities:
Purchase of property and equipment	(3,466)	(579)
Purchase of internal software	(849)	(394)
Acquisition of business, net of cash acquired	(13,545)	(13,844)
Net cash used in investing activities	(17,860)	(14,817)
Financing activities:
Proceeds from the exercise of stock options and warrants	261	596
Proceeds from borrowing under bank and other debt	6,800	16,700
Payment of deferred offering costs	(2,411)
Repayment of term loan	(208)
Net cash provided by financing activities	4,442	17,296
Net decrease in cash and cash equivalents	(31,013)	(2,608)
Cash and cash equivalents at beginning of year	46,436	3,212
Cash and cash equivalents at end of year	15,423	604
Interest paid:	$ 920	$ 192

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2015
Organization And Description Of Business
Organization and Description of Business	Note 1. Organization and Description of Business Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Unless the context otherwise requires, Teladoc, Inc., together with its subsidiaries, is referred to herein as “Teladoc” or the “Company”. The Company’s principal executive offices are located in Dallas, Texas and Purchase, New York. Teladoc is the nation’s largest telehealth company. The Company completed the acquisitions of Consult A Doctor, Inc. (“CADR”) in 2013, AmeriDoc, LLC (“AmeriDoc”) in 2014, Compile, Inc. d/b/a BetterHelp (“BetterHelp”) in 2015 and Stat Health Services Inc. (“StatDoc”) in 2015, four companies engaged in telehealth activities similar to those of Teladoc. Upon the effective date of each respective merger, each entity merged with and into Teladoc. On July 7, 2015, Teladoc closed on its initial public offering (the “IPO”) in which the Company issued and sold 9,487,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $19.00 per share. The Company received net proceeds of $163.5 million after deducting underwriting discounts and commissions of $12.6 million as well as other offering expenses of $4.1 million. On July 7, 2015, all of the Company’s then-outstanding convertible preferred stock converted into an aggregate of 25.5 million shares of common stock and all of the Company’s redeemable common stock converted into 113,29 4 shares of common stock. The unaudited pro forma balance sheet at June 30, 2015, the pro forma net loss per share, basic and diluted, and weighted-average shares used to compute basic and diluted pro forma net loss per share on the consolidated statements of operations for the quarter and six months ended June 30, 2015, reflects that aforementioned IPO activity as if occurred on June 30, 2015. The Company believes that the unaudited pro forma financial information at June 30, 2015 provides material information to investors as the historical reported amounts were significantly impacted by the closing of the IPO.

Basis of Presentation and Princ

Basis of Presentation and Principles of Consolidation	6 Months Ended
	Jun. 30, 2015
Basis Of Presentation And Principles Of Consolidation
Basis of Presentation and Principles of Consolidation	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 six months ended June 30, 2015 are not necessarily indicative of results for the full 2015 fiscal year or any other future interim periods. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on June 30, 2015 (the “Prospectus”). The unaudited consolidated financial statements include the results of Teladoc, a professional association and six professional corporations: Teladoc Physicians, P.A., Teladoc Physicians, P.C. formed and operated in Alaska; Teladoc Physicians, P.C. formed and operated in California; Teladoc Physicians, P.C. formed and operated in Colorado; Teladoc Physicians, P.C. formed and operated in Michigan; Teladoc Physicians, P.C. formed and operated in New Jersey; and Teladoc Physicians, P.C. formed and operated in New York (collectively, the “Association”). Teladoc Physicians, P.A. is party to a Services Agreement by and among it and the six professional corporations noted above pursuant to which each professional corporation provides services to Teladoc Physicians, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An 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 for the VIE were $1.4 million and $(0.8) million, respectively, for the quarter ended June 30, 2014 and $3.1 million and $(1.4) million, respectively, for the quarter ended June 30, 2015. Total revenue and net loss for the VIE were $2.8 million and $(1.3) million, respectively, for the six months ended June 30, 2014 and $6.4 million and $(3.9) million, respectively, for the six months ended June 30, 2015. The VIE’s total assets were $2.1 million and $1.6 million at December 31, 2014 and June 30, 2015, respectively. Total liabilities for the VIE were $11.2 million and $14.5 million at December 31, 2014 and June 30, 2015, respectively. The VIE’s total stockholders’ deficit was $9.1 million and $12.9 million at December 31, 2014 and June 30, 2015, respectively. All intercompany transactions and balances have been eliminated. On June 17, 2015, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to effect a one-for-2.2859 reverse stock split of all outstanding shares of common stock with the Secretary of State of the State of Delaware. The Certificate of Amendment provides that every 2.2859 shares of the Company’s issued and outstanding common stock automatically combine into one issued and outstanding share of the Company’s common stock. The Certificate of Amendment did not change the par value of the Company’s common stock and preferred stock. All shares and per share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the reverse stock split. There have been no changes to the significant accounting policies described in the Prospectus that have had a material impact on the consolidated financial statements and related notes. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, the calculation of a contingent liability in connection with an earn-out, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock-based awards. Net Loss Per Share Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including the Preferred Stock and outstanding stock options and warrants, to the extent dilutive. As a result of the Company’s net loss position, basic and diluted net loss per share was the same for each period presented as all preferred stock, warrants and options would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except net loss per share data): Quarters Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Net loss $ ) $ ) $ ) $ ) Preferred stock dividends ) — ) — Net loss available to common stockholders $ ) $ ) $ ) $ ) Weighted-average shares used to compute basic and diluted net loss per share Net loss per share, basic and diluted $ ) $ ) $ ) $ ) Unaudited Pro Forma Net Loss per Share The holders of a majority of the outstanding shares of the Preferred Stock (voting as a single class on an as-converted basis, including holders of at least a majority of the outstanding shares of Series F Preferred Stock) approved the automatic conversion of the Preferred Stock into common stock of the Company upon the closing of an initial public offering of the common stock of the Company at a per share price of at least $12.00 (prior to underwriting discounts and commissions) that results in aggregate proceeds to the Company of at least $75.0 million (net of underwriting discounts and commissions). Pro forma basic and diluted net loss per share were computed to give effect to the IPO in which the Company issued and sold 9,487,500 shares of common stock and the conversion of the Preferred Stock into common stock of the Company using the if-converted method as though the conversion and reclassification had occurred as of the beginning of the first period presented or the original date of issuance, if later. The following table presents the calculation of basic and diluted pro forma net loss per share (in thousands, except net loss per share data): Quarter Ended, Six Months Ended, June 30, 2015 June 30, 2015 Net loss available to common stockholders $ ) $ ) Pro forma net loss per share, basic and diluted $ ) $ ) Pro forma net loss per share – weighted average shares Basic net loss per share – weighted average shares Shares sold in IPO Preferred conversion Pro forma net loss per share – weighted average shares Segment Information The Company’s chief operating decision maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reporting segment—health services. Revenue Recognition The Company offers two types of subscription access revenue contracts: (i) contracts that provide for a fixed monthly charge for access and unlimited visits per Member, as defined below, and (ii) contracts that provide for a fixed monthly charge for access and a contractually defined cost for each visit. Any visit fee revenue that is not included in the subscription access revenue is recognized when the service has been provided to the Member. The Company recognizes a substantial portion of its revenue from contracts that provide employers and health plans (“Clients”) with subscription access to the Company’s network of physicians and other healthcare professionals (“Providers”) on a subscription basis for a fixed monthly fee which entitles the Client’s employees and their beneficiaries (“Members”) to unlimited consultations (“visits”). The contracts are generally for a one-year term and have an automatic renewal feature for additional years. The Company commences revenue recognition for the subscription access service on the date that the services are made available to the Client and its Members, which is considered the implementation date, provided all of the following criteria are met:   there is an executed subscription agreement;   the Member has access to the service;   collection of the fees is reasonably assured; and   the amount of fees to be paid by the Client and Member is fixed and determinable. Subscription Access Revenue Subscription access revenue recognition commences on the date that the Company’s services are made available to the Client, which is considered the implementation date, provided all of the other criteria described above are met. Revenue is recognized over the term of the Client contract and is based on the terms in the Client contracts, which can provide for a variable periodic fee based upon the actual number of Members. Revenue From Visit Fees Revenue from visits is comprised of all revenue that is earned in connection with the completion of a visit. The Company recognizes revenue as the visits are completed. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, certain of the Company’s contracts include performance guarantees that are based upon minimum employee or Member utilization and guarantees by the Company for specific service level performance of the Company’s services. The Company defers revenue recognition when subscription access revenue is refundable until the end of the respective contractual period when the performance guarantees are met. The Company issued credits amounting to approximately $0.1 million for both of the quarters ended June 30, 2014 and 2015, and $0.2 million for both of the six months ended June 30, 2014 and 2015. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Internal-Use Software Internal-use software is included in intangible assets and is amortized on a straight-line basis over 3 years. For development costs related to software development tools that enable the Company’s Members and Providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred. Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. The goodwill impairment test involves a two- step process. The first step involves comparing the fair value of the Company’s reporting unit to its carrying value, including goodwill. The fair value of the reporting unit is estimated using a discounted cash flows analysis. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets resulted from business acquisitions and include Client relationships, non-compete agreements , software and trademarks. Client relationships are amortized over a period 10 years for CADR, AmeriDoc and StatDoc, and 2 years for BetterHelp, in relation to expected future cash flows. Non-compete agreements are amortized over a period of 3 to 5 years using the straight-line method , software is amortized over a period of 5 years using the straight-line method and trademarks are amortized over a period of 3 years using the straight-line method. Stock-Based Compensation All stock-based compensation is measured based on the grant date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two- step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2018; early adoption is allowed. The revised guidance is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period , requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company is currently evaluating the potential impact of this guidance on its financial disclosures and results. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . This guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 is effective for interim or annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and is currently evaluating the impact of the adoption of this guidance on its financial disclosures and results. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016 and is required to be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its financial disclosures and results.

Business Acquisitions

Business Acquisitions	6 Months Ended
	Jun. 30, 2015
Business Acquisitions
Business Acquisitions	Note 3. Business Acquisitions On May 1, 2014, the Company completed the acquisition of AmeriDoc, a company engaged in telehealth activities similar to Teladoc, through the purchase of 100% of AmeriDoc’s outstanding members’ interests for $17.2 million, net of cash acquired, including a $3.5 million promissory note and adjustments for working capital in the amount of $0.2 million. AmeriDoc was acquired to help the Company expand its initial investment in the local and regional insurance broker markets to reach clients that previously did not have access to the Company’s services. Upon the effective date of the merger, AmeriDoc merged with and into Teladoc. The acquisition was considered an asset acquisition for tax purposes and as such, the goodwill resulting from this acquisition is tax deductible. The total associated transaction costs of the acquisition were $0.2 million. On January 23, 2015, the Company completed the acquisition of BetterHelp, through a merger in which BetterHelp became a wholly-owned subsidiary of the Company. The merger consideration paid by the Company in connection with this acquisition consisted of (i) $3.5 million in cash at closing and adjustments for working capital deficiency in the amount of $0.2 million and (ii) earn-out payments equal to 15% of the annual net revenue of the BetterHelp business (but not the Company’s other business) for three years following closing. The Company computed the value of these future payments from internally produced revenue projections and recorded a contingent liability in the amount of $2.4 million which is considered as additional purchase consideration. The Company also issued an unsecured, subordinated promissory note in the amount of $1.0 million, with all principal and interest at a rate of 5% per annum being payable on the third anniversary of the closing to the selling shareholders and another executive of BetterHelp. If the employment of the promissory note holders is terminated, then they forfeit their right to receive the promissory note. As such, the Company has determined the promissory note to be compensatory and is accruing the expense over the service term. BetterHelp was acquired to help the Company expand its operations in the direct-to-consumer and behavioral health sector. The acquisition was considered a stock acquisition for tax purposes and as such, the goodwill resulting from this acquisition is not tax deductible. The total associated transaction costs of the acquisition were $0.1 million. On June 17, 2015, the Company completed the acquisition of StatDoc through a merger in which StatDoc became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid by the Company in connection with the acquisition was $30.1 million, which was comprised of $13.3 million of cash and $16.8 million of the Company’s common stock (or 1,051,033 shares), subject to post-closing working capital adjustments as defined in the Agreement and Plan of Merger governing the acquisition. Fair value of the common stock was determined based on market data from similar healthcare enterprises. StatDoc is a telemedicine provider, focused on managed care, health system and self-insured clients. The acquisition was considered a stock acquisition for tax purposes and as such, the goodwill resulting from this acquisition is not tax deductible. The total associated transaction costs of the acquisition were $0.3 million. The three acquisitions described above were accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of AmeriDoc were included within the consolidated financial statements commencing May 1, 2014. The results of BetterHelp were included within the consolidated financial statements commencing January 23, 2015. The results of StatDoc were included within the consolidated financial statements commencing June 17, 2015. The following table summarizes the preliminary (for StatDoc and BetterHelp) and final (AmeriDoc) fair value estimates of the assets acquired and liabilities assumed at each acquisition date. The Company, with the assistance of third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets. Identifiable assets acquired and liabilities assumed (in thousands): StatDoc BetterHelp AmeriDoc Purchase price $ $ $ Less: Cash Accounts receivable Other assets Client relationships Non-compete agreements Internal software — Trademarks — — Accounts payable ) ) ) Deferred tax — ) — Other liabilities ) ) ) Goodwill $ $ $ The amount allocated to goodwill reflects the benefits Teladoc expects to realize from the growth of the respective acquisitions operations. The Company’s unaudited pro forma revenue and net loss for the quarters ended June 30, 2014 and 2015 and for the six months ended June 30, 2014 and 2015 below have been prepared as if AmeriDoc, BetterHelp and StatDoc had been purchased on January 1, 2014. Pro Forma Quarters Ended June 30, Six Months Ended June 30, (in thousands) 2014 2015 2014 2015 Revenue $ $ $ $ Net loss $ ) $ ) $ ) $ ) The pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisitions had been completed at the beginning of the respective periods. In addition, the pro forma information above does not attempt to project the Company’s future results. Subsequent to the acquisitions, the associated revenue and net loss are not significant to the Company’s results of operations.

Intangible Assets, Net

Intangible Assets, Net	6 Months Ended
	Jun. 30, 2015
Intangible Assets, Net
Intangible Assets, Net	Note 4. Intangible Assets, Net Intangible assets, net consist of the following (in thousands): Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life December 31, 2014 Client relationships $ $ ) $ Non-compete agreements ) S oftware ) Intangible assets, net $ $ ) $ June 30, 2015 Client relationships $ $ ) $ Non-compete agreements ) Trademarks ) S oftware ) Intangible assets, net $ $ ) $ Amortization expense for intangible assets was $0.5 million and $0.7 million for the quarters ended June 30, 2014 and 2015, respectively and $0.8 million and $1.4 million for the six months ended June 30, 2014 and 2015, respectively. Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of June 30, 2015 is as follows (in thousands): Years Ending December 31, 2015 (July 1 st to December 31 st ) $ 2016 2017 2018 2019 Thereafter $

Goodwill

Goodwill	6 Months Ended
	Jun. 30, 2015
Goodwill
Goodwill	Note 5. Goodwill Goodwill consists of the following (in thousands): As of December 31, As of June 30, 2014 2015 Beginning balance $ $ Additions Net working capital adjustments (CADR and AmeriDoc acquisitions) — Goodwill $ $

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2015
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, As of June 30, 2014 2015 Professional fees $ $ Consulting/customer service fees Escrow for acquisition — Legal fees Other Total $ $

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2015
Fair Value Measurements
Fair Value Measurements	Note 7. Fair Value Measurements The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The Company measures its contingent consideration at fair value on a recurring basis and classifies 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): December 31, 2014 Level 1 Level 2 Level 3 Cash and cash equivalents $ $ — $ — June 30, 2015 Level 1 Level 2 Level 3 Cash and cash equivalents $ $ — $ — Contingent liability $ — $ — $ There were no transfers between fair value measurement levels during the six months ended June 30, 2015. The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability: Fair value at inception $ Payments earned ) Change in fair value (included in general and administrative expenses) Fair value at June 30, 2015 $

Long Term Bank and Other Debt

Long Term Bank and Other Debt	6 Months Ended
	Jun. 30, 2015
Long Term Bank and Other Debt
Long Term Bank and Other Debt	Note 8. Long Term Bank and Other Debt Long-term bank and other debt consist of the following (in thousands): As of December 31, As of June 30, 2014 2015 SVB Revolving Advance facility $ $ SVB Term Loan facility SVB Mezzanine Term Loan less debt discount of $171 and $134 for warrants Subordinated Promissory Note Total Less: current portion ) ) Long term bank and other debt $ $ Long term bank and other debt are stated at amortized cost, which approximates fair value. In May 2014, the Company entered into an Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”) that provided for a Revolving Advance facility and a Term Loan facility (the “Amended Term Loan facility”). The Revolving Advance facility provides for borrowings up to $12.0 million based on 300% of the Company’s monthly recurring revenue, as defined therein. Borrowings under the Revolving Advance facility were $4.7 million at December 31, 2014, and the facility carries interest at a rate of 0.75% above the prime rate per annum and matures in April 2016. Interest payments are payable monthly in arrears. The Company entered into an amendment to the Revolving Advance Facility in March 2015 that extended its maturity to April 2017. In May 2015, the Company increased the borrowings to $11.5 million. The Amended Term Loan facility provides for borrowings up to $5.0 million. As of December 31, 2014 and June 30, 2015, the Company had utilized the total $5.0 million available under this facility. The Amended Term Loan facility carries interest at a rate of 1.00% above the prime rate per annum. Interest payments are payable monthly in arrears. Payments on the Amended Term Loan facility commenced in May 2015 and continue with 47 equal monthly payments of principal plus interest. In May 2014, the Company entered into a Subordinated Loan and Security Agreement with SVB that provided for Mezzanine Term Loans totaling $13.0 million. The total $13.0 million drawdown of the mezzanine facility was completed in September 2014. The mezzanine facility carries interest at a rate of 10.00% per annum and matures in May 2017. Interest payments are payable monthly in arrears. In connection with entry into the mezzanine facility, the Company granted two affiliates of SVB warrants to purchase an aggregate of 131,239 shares of common stock of the Company at an exercise price of $2.95 per share. The warrants are immediately exercisable and have a 10-year term. The Company also granted SVB a security interest in significantly all of the Company’s assets. The mezzanine facility has been used to fund the expansion of the Company’s business. The Company incurred approximately $0.2 million of loan origination costs in connection with the above facilities and amortized approximately $6,000 and $18,000 of these costs during the quarters ended June 30, 2014 and 2015, respectively, and $6,000 and $37,000 during the six months ended June 30, 2014 and 2015, respectively. Effective with the purchase of AmeriDoc, the Company executed a Subordinated Promissory Note in the amount of $3.5 million payable to the seller of AmeriDoc on April 30, 2015. The Subordinated Promissory Note carries interest at a rate of 10.00% annual interest and is subordinated to the SVB Facilities. In March 2015, the Company, the seller of AmeriDoc and SVB executed an Amended and Restated Subordinated Promissory Note that extended the maturity of the Promissory Note to April 30, 2017. The Company was in compliance with all debt covenants at December 31, 2014 and June 30, 2015.

Related Party Transaction

Related Party Transaction	6 Months Ended
	Jun. 30, 2015
Related Party Transaction
Related Party Transaction	Note 9. Related Party Transaction In May 2013, the Company issued a loan to an officer of the Company in the amount of $0.3 million. This loan was repaid in full to the Company during February 2015. This was a non-cash transaction, whereby the loan proceeds were used to exercise options to purchase 312,474 shares of common stock options of the Company at an exercise price of $0.80 per share. The loan carried an interest rate of 2% per annum and was due and payable upon the earlier of (i) May 13, 2017 and (ii) the occurrence of a “Change of Control” as defined in the promissory note evidencing the loan. The officer was required to make monthly interest payments. At December 31, 2014, the balance of the loan was $0.3 million.

Lease Abandonment Charge

Lease Abandonment Charge	6 Months Ended
	Jun. 30, 2015
Lease Abandonment Charge
Lease Abandonment Charge	Note 10. Lease Abandonment Charge In connection with the Company’s abandonment of facilities in Dallas, Texas and Greenwich, Connecticut, the Company incurred $0.2 million and $0.7 million, in lease abandonment charges during the quarter and six months ended June 30, 2015, respectively, included within general and administrative expenses in the consolidated statement of operations. There were no lease abandonments in 2014. The following table details the associated liability. The current portion of the liability of $0.4 million was recorded in accrued expenses and other current liabilities and the non-current portion of the liability of $0.3 million was recorded in other liabilities in the consolidated balance sheet (in thousands): Balance January 1, 2015 $ — Charged to expense Paid or otherwise settled ) Balance June 30, 2015 $

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies.
Commitments and Contingencies	Note 11. Commitments and Contingencies Legal Matters The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of its business. Teladoc is plaintiff in three lawsuits in the Texas courts against the Texas Medical Board (the ‘‘TMB’’). In the first suit, Teladoc v. TMB and Leshikar, on December 31, 2014, the Austin Court of Appeals granted Teladoc’s request for summary judgment, invalidating the TMB’s prior assertion that Teladoc’s doctors do not form ‘‘proper professional relationships’’ with Teladoc’s members in the course of telehealth consultations such as would support the prescription of medications. The TMB has filed a petition for review with the Texas Supreme Court to ask that Court if it will allow the TMB to appeal the Court of Appeals’s decision. In the second suit, Teladoc v. TMB and Freshour, on February 2, 2015, the Travis County District Court granted Teladoc’s request for a temporary injunction restraining the TMB from enforcing an ‘‘emergency rule’’ it issued on January 16, 2015 purporting to amend the Texas Administrative Code so as to require a ‘‘face-to-face’’ examination of a patient before a Texas physician may lawfully prescribe medication. This suit is set for trial on November 9, 2015. In the third suit, Teladoc et al. v. TMB et al., the United States District Court for the Western District of Texas, Austin Division, held a hearing on May 22, 2015 on Teladoc’s motion for preliminary injunction of the rule amendments the TMB adopted on April 10, 2015 that seek to effect substantively identical restrictions as the issues in the two prior lawsuits. On May 29, 2015, the court granted Teladoc’s request for a preliminary injunction of the rule amendments, pending ultimate trial on the amendments’ validity. The Court has set a trial date of February 13, 2017. On July 30, 2015, the TMB filed a motion to dismiss the suit. No hearing on this motion to dismiss has been set. Given the nature and status of these lawsuits, the Company cannot yet determine the amount or reasonable range of a potential loss, if any, though it does not believe a material loss is probable in connection with any of the lawsuits. Business in the State of Texas accounted for approximately $6.3 million (or 18%) and $10.0 million (or 23%) of the Company’s consolidated revenue for the six months ended June 30, 2015 and during the year ended December 31, 2014, respectively. If the TMB’s revisions go into effect as written and Teladoc is unable to adapt its business model in compliance with the TMB rule, its ability to operate its business in the State of Texas could be materially adversely affected, which would have a material adverse effect on its business, financial condition and results of operations. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable. In this regard, the Company establishes accrual estimates 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 June 30, 2015, the Company has established accruals for certain of its lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate. The Company does not believe that at June 30, 2015 any reasonably possible losses in excess of the amounts accrued would be material to the unaudited consolidated financial statements.

Convertible Preferred Stock (th

Convertible Preferred Stock (the "Preferred Stock")	6 Months Ended
	Jun. 30, 2015
Convertible Preferred Stock (the "Preferred Stock")
Convertible Preferred Stock (the "Preferred Stock")	Note 12. Convertible Preferred Stock (the “Preferred Stock”) The Preferred Stock consists of the following: December 31, 2014 and June 30, 2015 Shares Authorized Shares Outstanding Common Shares Upon Conversion Liquidation Preference Series A $ Series A-1 Series B Series C-1 Series D Series E Series F $ As of December 31, 2014 and June 30, 2015, the significant terms applicable to the Series A through Series F Preferred Stock were as follows: Dividend Rights Prior to the issuance of the Series F Preferred Stock, the Series A—E Preferred Stock accrued cumulative dividends at the per annum rate of 7.5% of the respective original purchase price (as previously adjusted for a reverse stock split and, with respect to the Series A, A-1 and B Preferred Stock, anti-dilution protection) for each such series of Preferred Stock. Such dividends were payable when, as and if declared by the Company’s board of directors, but prior and in preference to any dividend on the common stock of the Company. In connection with the issuance of the Series F Preferred Stock, all such accrued and accumulated dividends (which totaled approximately $13.8 million at August 31, 2014) were converted into Series F Preferred Stock at a rate of $0.50 of Series F Preferred Stock per $1.00 in accrued dividends, resulting in the issuance of approximately 1,554,000 shares of Series F Preferred Stock on September 10, 2014. There are no longer any accrued or unpaid dividends on the Preferred Stock, and no such dividends are required to accrue or be declared by the Company. Conversion Rights Each share of Preferred Stock is convertible, at any time and at the option of the holder of such share, into shares of the common stock of the Company, at the following ratios (subject to adjustment as described below): Series of Preferred Stock Original Issue Price Conversion Price Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion (= Original Issue Price/ Conversion Price) Series F $ $ Series E $ $ Series D $ $ Series C-1 $ $ Series B $ $ Series A-1 $ $ Series A $ $ The holders of a majority of the outstanding shares of the Preferred Stock (voting as a single class on an as-converted basis, including holders of at least a majority of the outstanding shares of Series F Preferred Stock) approved the automatic conversion of the Preferred Stock into common stock of the Company upon the closing of an initial public offering of the common stock of the Company at a per share price of at least $12.00 (prior to underwriting discounts and commissions) that results in aggregate proceeds to the Company of at least $75.0 million (net of underwriting discounts and commissions). Subject to limited exceptions, the conversion price for each series of the Preferred Stock was subject to an adjustment to reduce dilution in the event that the Company issued additional equity securities at a purchase price less than the applicable conversion price for such series of the Preferred Stock. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution will be distributed to the Company’s stockholders in the following order of priority: 1. First, the holders of Series F Preferred Stock will receive an amount per share equal to the sum of (i) the original issue price for the Series F Preferred Stock ($4.4355), plus (ii) any declared but unpaid dividends on the Series F Preferred Stock (the “Series F Liquidation Amount”). 2. Second, the holders of Series E, D and C-1 Preferred Stock (pari passu) will receive an amount per share equal to the sum of (i) the original issue price for the Series E Preferred Stock ($2.4088), Series D Preferred Stock ($1.507391) or Series C-1 Preferred Stock ($0.835), as applicable, plus (ii) any declared but unpaid dividends on the Series E Preferred Stock, Series D Preferred Stock or Series C-1 Preferred Stock, as applicable (the “Series E Liquidation Amount,” the “Series D Liquidation Amount,” and the “Series C-1 Liquidation Amount,” respectively). 3. Third, the holders Series B Preferred Stock will receive an amount per share equal to the sum of (i) 1.23 times the original issue price (adjusted for a prior reverse stock split and anti-dilution protection) for the Series B Preferred Stock ($17.775), plus (ii) any declared but unpaid dividends on the Series B Preferred Stock (the “Series B Liquidation Amount”). 4. Fourth, the holders of Series A and A-1 Preferred Stock (pari passu) will receive an amount per share equal to the greater of (x) the sum of (i) 1.25 times the original issue price (adjusted for a prior reverse stock split and anti-dilution protection) for the Series A Preferred Stock ($10.00) or Series A-1 Preferred Stock ($13.625), as applicable, plus (ii) any declared but unpaid dividends on the Series A Preferred Stock or Series A-1 Preferred Stock, as applicable, and (y) the aggregate amount that would have been payable in respect of number of common stock issued upon conversion of Series A and Series A-1 immediately prior to liquidation, dissolution or winding up of the Company, the “Series A Liquidation Amount” and the “Series A-1 Liquidation Amount,” respectively). 5. Following the payment in full of the amounts described above, the remaining assets of the Company will be distributed to the holders of Series F, E, D, C-1 and B Preferred Stock and common stock of the Company (but not Series A or A-1 Preferred Stock) pro rata based on the number of such shares held by each stockholder on an as-converted to common stock basis (as applicable, the “Participation Amount”). Notwithstanding the above: a. If the aggregate of the Series F Liquidation Amount and the Participation Amount payable with respect to the Series F Preferred Stock exceeds the sum of (i) 1.5 times the original issue price for the Series F Preferred Stock ($4.4355), plus (ii) any declared but unpaid dividends thereon (collectively, the “Maximum Series F Liquidation Amount”), then holders of Series F Preferred Stock will instead receive the greater of (x) the Maximum Series F Liquidation Amount, or (y) the amount that such holders would receive if all shares of Series F Preferred Stock had been converted into common stock of the Company immediately prior to the liquidation, dissolution or winding up of the Company. b. If the aggregate of the Series E Liquidation Amount and the Participation Amount payable with respect to the Series E Preferred Stock exceeds the sum of (i) 3 times the original issue price for the Series E Preferred Stock ($2.4088), plus (ii) any declared but unpaid dividends thereon (collectively, the “Maximum Series E Liquidation Amount”), then holders of Series E Preferred Stock will instead receive the greater of (x) the Maximum Series E Liquidation Amount, or (y) the amount that such holders would receive if all shares of Series E Preferred Stock had been converted into common stock of the Company immediately prior to the liquidation, dissolution or winding up of the Company. Subject to limited exceptions, unless waived by holders of at least (i) a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted to common stock basis), and (ii) a majority of the outstanding Series F Preferred Stock, a merger, combination, consolidation, or sale of voting control of the Company or sale or transfer of substantially all of the assets of the Company, in each case in which the Company’s stockholders do not own a majority of the voting shares of the surviving or acquiring corporation, will be deemed to be a liquidation event. If such deemed liquidation event is structured as a merger, combination, consolidation or sale of voting control, the proceeds of such transaction must be distributed to the stockholders in the order described above. If, alternatively, the deemed liquidation event is structured as a sale of assets, and the Company does not dissolve within 90 days after such deemed liquidation event, the holders of Preferred Stock may elect (pursuant to a procedure and in an order of priority similar to that described under “Redemption” below) to have their shares redeemed by the Company in exchange applicable Liquidation Amount described above. Protective Provisions Subject to limited exceptions and certain additional restrictions, so long as at least three million shares of Preferred Stock remain outstanding, the Company may not do any of the following without the consent of holders of a majority of the Preferred Stock (voting together as a single class on an as-converted to common stock basis): a. increase the authorized number of shares of any series of Preferred Stock or common stock of the Company; b. issue or obligate itself to issue shares of any additional class or series of capital stock unless the same ranks junior to the existing Preferred Stock; c. effect any transaction or series of related transactions resulting in the consummation of a merger, combination, consolidation or other reorganization of the Company with or into any third party, the transfer of all or substantially all of the assets of the Company to a third party, or any other change of control or recapitalization; d. subject to limited exceptions, purchase or redeem any shares of capital stock of the Company; e. amend, alter or repeal any provision of the Certificate of Incorporation or the Bylaws of the Company; f. sell or otherwise dispose of any of the Company’s or its subsidiaries’ material assets, other than (A) in the ordinary course of business or (B) to wholly-owned subsidiaries of the Company or its subsidiaries; g. liquidate, dissolve or wind-up the business and affairs of the Company; h. pay or declare any dividend other than as set forth in the Certificate of Incorporation of the Company; i. increase the number of shares of common stock or stock options of the Company authorized to be issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries; j. change the size of the Company’s board of directors; k. alter the rights or preferences of the Preferred Stock; l. issue any shares of Preferred Stock; m. subject to limited exceptions, issue any shares of common stock of the Company other than issuances approved by the Company’s board of directors (including the approval of the director appointed by the holders of Series D Preferred Stock and the director appointed by the holders of Series F Preferred Stock). Additionally, for so long as at least twenty-five percent (25%) of the number of shares of any series of Preferred Stock remain issued and outstanding, the Company may not (i) take any action that materially and adversely alters the rights of such series of the Preferred Stock unless substantially similar action is taken with respect to all of the other series of the Preferred Stock or (ii) create any additional class or series of capital stock which ranks senior or pari passu to such series of the Preferred Stock, in each such case without the consent of the holders of a majority (which majority must, in certain cases, include the consent of certain named institutional investors) of the outstanding shares of the respective, affected series of the Preferred Stock, voting as a separate class. Redemption On and after September 1, 2019, the holders of shares Preferred Stock may require that such shares be redeemed by the Company out of lawfully available funds, as follows: 1) First, the holders of at least a majority of the Series F Preferred Stock (voting as a separate class) may require that all shares of Series F Preferred Stock be redeemed at a price equal to the sum of (i) the original issue price for the Series F Preferred Stock ($4.4355), plus (ii) any declared or accrued but unpaid dividends thereon. 2) Second, and provided that all shares of Series F Preferred Stock have been redeemed by the Company, the Company’s Series E, D and C-1 Preferred Stock (acting pari passu but as separate classes), may be redeemed as follows: a) The holders of at least a majority of the Series E Preferred Stock (voting as a separate class) may require that all shares of Series E Preferred Stock be redeemed at a price equal to the sum of (i) the original issue price for the Series E Preferred Stock ($2.4088), plus (ii) any declared or accrued but unpaid dividends thereon. b) The holders of at least a majority of the Series D Preferred Stock (voting as a separate class) may require that all shares of Series D Preferred Stock be redeemed at a price equal to the sum of (i) the original issue price for the Series D Preferred Stock ($1.5074), plus (ii) any declared or accrued but unpaid dividends thereon. c) The holders of at least a majority of the Series C-1 Preferred Stock (voting as a separate class) may require that all shares of Series C-1 Preferred Stock be redeemed at a price equal to the sum of (i) the original issue price for the Series C-1 Preferred Stock ($0.835), plus (ii) any declared or accrued but unpaid dividends thereon. 3) Third, and provided that all shares of Series F, D, E and C-1 Preferred Stock have been redeemed, the holders of a majority of the Series B Preferred Stock may require that all shares of Series B Preferred Stock be redeemed at a price equal to (i) 1.23 times the original issue price (adjusted for a prior reverse stock split and anti-dilution protection) for the Series B Preferred Stock ($17.775), plus (ii) any declared but unpaid dividends thereon. 4) Fourth, and provided that all shares of Series F, D, E, C-1 and B Preferred Stock (as well as certain shares of Common Stock held by the holders of Series B Preferred Stock) have been redeemed, the holders of a majority of the Series A and A-1 Preferred Stock (voting together as a single class) may require that all shares of Series A and A-1 Preferred Stock be redeemed at a price equal to the sum of (i) 1.25 times the original issue price (adjusted for a prior reverse stock split and anti-dilution protection) for the Series A Preferred Stock ($10.00) or Series A-1 Preferred Stock ($13.625), as applicable, plus (ii) any declared but unpaid dividends on the Series A Preferred Stock or Series A-1 Preferred Stock, as applicable. All shares of the Preferred Stock have been presented outside of permanent stockholders’ deficit, because there are redemption events outside of the Company’s control.

Common Stock and Stockholders'

Common Stock and Stockholders' (Deficit) Equity	6 Months Ended
	Jun. 30, 2015
Common Stock and Stockholders' (Deficit) Equity
Common Stock and Stockholders' (Deficit) Equity	Note 13. Common Stock and Stockholders’ (Deficit) Equity Capitalization Subject to limited exceptions, the Company may issue common stock subject to approval by (i) the board of directors of the Company (including the approval of the director appointed by the holders of Series D Preferred Stock and the director appointed by the holders of Series F Preferred Stock), or (ii) holders of a majority of the Preferred Stock (voting together as a single class on an as-converted to common stock basis). The aggregate number of shares of common stock that the Company will have authority to issue is 32,179,448 shares of common stock, having a par value of $0.001 per share. On June 17, 2015, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to effect a one-for-2.2859 reverse stock split of all outstanding shares of common stock with the Secretary of State of the State of Delaware. The Certificate of Amendment provides that every 2.2859 shares of the Company’s issued and outstanding common stock automatically combine into one issued and outstanding share of the Company’s common stock. The Certificate of Amendment did not change the par value of the Company’s common stock and preferred stock. All shares and per share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the reverse stock split. In addition, the Certificate of Amendment increased the number of authorized shares of the Company’s common stock to 75,000,000 shares and the number of authorized shares of the Company’s preferred stock to 50,479,286 shares. Additionally, the holders of a majority of the outstanding shares of the Preferred Stock (voting as a single class on an as-converted basis, including holders of at least a majority of the outstanding shares of Series F Preferred Stock) approved the automatic conversion of the Preferred Stock into common stock of the Company upon the closing of an initial public offering of the common stock of the Company at a per share price of at least $12.00 (prior to underwriting discounts and commissions) that results in aggregate proceeds to the Company of at least $75.0 million (net of underwriting discounts and commissions). On July 7, 2015, all of the Company’s then-outstanding convertible preferred stock converted into an aggregate of 25.5 million shares of common stock and all of the Company’s redeemable common stock converted into 113,29 4 shares of common stock. Redeemable Common Stock The holders of at least a majority of the Preferred Stock have agreed that, following the redemption of all the Preferred Stock, the total 59,048 shares of Series A Common Stock will be subject to a redemption price equal to the greater of (i) the sum of (A) 2.25 times 2.2859 times the Series A Investors Common Stock price, plus (B) any dividends declared but unpaid thereon and (ii) the Series A Investors Common Stock appraised value. The holders of at least a majority of the Preferred Stock have agreed that, following the redemption of all the Preferred Stock, the total 54,246 shares of Series B Common Stock will be subject to a redemption price equal to the greater of (1) the sum of (A) 2.25 times 2.2859 times the Series B Investors Common Stock price, plus (B) any dividends declared but unpaid thereon and (ii) the Series B Investors Common Stock appraised value. The Company has recorded the Series B Common Stock $2.1 million redemption value and the Series A Common Stock $0.8 million value together in mezzanine equity in the accompanying consolidated balance sheets. Warrants On May 2, 2014, the Company issued 131,239 common stock warrants to purchase an aggregate of 131,239 shares of its common stock at an exercise price of $2.95 per share to two entities affiliated with SVB. The common stock warrants were immediately exercisable upon issuance and have a 10-year term. The fair value of the common stock warrants on the date of issue was approximately $0.2 million which was recorded as an increase to additional paid in capital and as a debt discount. Stock Plan and Stock Options The Company’s Second Amended and Restated Stock Incentive Plan (the “Plan”) provides for the issuance of incentive and nonstatutory options to its employees and non-employees. Options issued under the Plan are exercisable for periods not to exceed ten years, vest over four years and are issued at the fair value of the shares of common stock on the date of grant as determined by the Company’s board of directors, which obtains periodic third-party valuations to assist their determination process. The Plan provides for the early exercise of stock options for certain individuals as determined by their respective option agreements. Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Shares Available for Grant Number of Shares Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance at December 31, 2014 $ $ Increase in Plan authorized shares Stock option grants ) $ Stock options exercised ) $ Stock options cancelled ) $ Stock options expired ) $ Balance at June 30, 2015 $ $ Vested or expected to vest June 30, 2015 $ $ Exercisable as of June 30, 2015 $ $ The total grant-date fair value of stock options granted during the quarter and six months ended June 30, 2015 was $ 3 .3 million and $5.2 million, respectively. Stock-Based Compensation All stock-based awards to employees are measured based on the grant-date fair value of the awards and are generally recognized in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each award). The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. Compensation cost is generally recognized over the vesting period of the applicable award using the straight-line method. Given the absence of a public trading market prior to June 30, 2015, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of its common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of common stock performed by unrelated third-party specialists; (ii) the prices for the Preferred Stock sold to outside investors; (iii) the rights, preferences and privileges of the Preferred Stock relative to the common stock; (iv) the lack of marketability of the common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of the Company, given prevailing market conditions. The assumptions used in the Black-Scholes option-pricing model were determined as follows: Volatility. Since the Company does not have a trading history 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 over a period equivalent to the expected term of the stock option grants. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company used the “simplified” method because the Company does not have adequate historical data. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero. Forfeiture rate. The Company uses historical data to estimate pre- vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share: Six Months Ended June 30, 2014 2015 Volatility 53.7% 49.6% – 51.0% Expected life (in years) 7.0 7.0 Risk-free interest rate 2.3% 1.58% – 2.06% Dividend yield — — Weighted-average fair value of underlying common stock $1.65 $5.15 Total compensation costs charged as an expense for stock-based awards, including stock options, recognized in the components of operating expenses are as follows (in thousands): Quarters Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Administrative and marketing $ $ $ $ Sales Technology and development General and administrative Total stock-based compensation expense $ $ $ $ As of June 30, 2015, the Company had $7.9 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 3.5 years.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2015
Income Taxes
Income Taxes	Note 14. Income Taxes As a result of the Company’s history of net operating losses, the Company has provided for a full valuation allowance against its deferred tax assets for assets that are not more-likely-than-not to be realized. A deferred tax provision was recognized for the quarter ended June 30, 2015 and for the six months ended June 30, 2014, primarily attributable to the timing differences with respect to the treatment of the amortization of tax deductible goodwill. For the quarter ended June 30, 2014 and six months ended June 30, 2015, an income tax benefit was realized as a result of acquisition activity partially offset by the aforementioned timing differences. All of the Company’s operations, and resulting deferred tax assets, were generated in the United States.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2015
Subsequent Events
Subsequent Events	Note 15. Subsequent Events On July 7, 2015, Teladoc closed on its initial public offering (the “IPO”) in which the Company issued and sold 9,487,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $19.00 per share. The Company received net proceeds of $163.5 million after deducting underwriting discounts and commissions of $12.6 million as well as other offering expenses of $4.1 million. On July 7, 2015, all of the Company’s then-outstanding convertible preferred stock converted into an aggregate of 25.5 million shares of common stock and all of the Company’s redeemable common stock converted into 113,29 4 shares of common stock. On July 15, 2015, the Company reduced its indebtedness under the Revolving Advance facility with a $5.0 million principal repayment. On July 24, 2015, two entities affiliated with SVB exercised their warrants to purchase 59,281 shares of common stock at an exercise price of $2.95 per share. On July 31, 2015, the Company acquired certain assets from Gateway to Provider Access, Inc. (“Gateway”) for $1.5 million, subject to post-closing working capital adjustments as defined in the purchase agreement. Gateway is engaged in the marketing, selling and administering the Company’s services through other third parties.

Basis of Presentation and Pri22

Basis of Presentation and Principles of Consolidation (policies)	6 Months Ended
	Jun. 30, 2015
Basis Of Presentation And Principles Of Consolidation
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 six months ended June 30, 2015 are not necessarily indicative of results for the full 2015 fiscal year or any other future interim periods. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on June 30, 2015 (the “Prospectus”). The unaudited consolidated financial statements include the results of Teladoc, a professional association and six professional corporations: Teladoc Physicians, P.A., Teladoc Physicians, P.C. formed and operated in Alaska; Teladoc Physicians, P.C. formed and operated in California; Teladoc Physicians, P.C. formed and operated in Colorado; Teladoc Physicians, P.C. formed and operated in Michigan; Teladoc Physicians, P.C. formed and operated in New Jersey; and Teladoc Physicians, P.C. formed and operated in New York (collectively, the “Association”). Teladoc Physicians, P.A. is party to a Services Agreement by and among it and the six professional corporations noted above pursuant to which each professional corporation provides services to Teladoc Physicians, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An 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 for the VIE were $1.4 million and $(0.8) million, respectively, for the quarter ended June 30, 2014 and $3.1 million and $(1.4) million, respectively, for the quarter ended June 30, 2015. Total revenue and net loss for the VIE were $2.8 million and $(1.3) million, respectively, for the six months ended June 30, 2014 and $6.4 million and $(3.9) million, respectively, for the six months ended June 30, 2015. The VIE’s total assets were $2.1 million and $1.6 million at December 31, 2014 and June 30, 2015, respectively. Total liabilities for the VIE were $11.2 million and $14.5 million at December 31, 2014 and June 30, 2015, respectively. The VIE’s total stockholders’ deficit was $9.1 million and $12.9 million at December 31, 2014 and June 30, 2015, respectively. All intercompany transactions and balances have been eliminated. On June 17, 2015, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to effect a one-for-2.2859 reverse stock split of all outstanding shares of common stock with the Secretary of State of the State of Delaware. The Certificate of Amendment provides that every 2.2859 shares of the Company’s issued and outstanding common stock automatically combine into one issued and outstanding share of the Company’s common stock. The Certificate of Amendment did not change the par value of the Company’s common stock and preferred stock. All shares and per share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the reverse stock split. There have been no changes to the significant accounting policies described in the Prospectus that have had a material impact on the consolidated financial statements and related notes.
Business Combinations	Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, the calculation of a contingent liability in connection with an earn-out, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock-based awards.
Net Loss Per Share	Net Loss Per Share Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including the Preferred Stock and outstanding stock options and warrants, to the extent dilutive. As a result of the Company’s net loss position, basic and diluted net loss per share was the same for each period presented as all preferred stock, warrants and options would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except net loss per share data): Quarters Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Net loss $ ) $ ) $ ) $ ) Preferred stock dividends ) — ) — Net loss available to common stockholders $ ) $ ) $ ) $ ) Weighted-average shares used to compute basic and diluted net loss per share Net loss per share, basic and diluted $ ) $ ) $ ) $ ) Unaudited Pro Forma Net Loss per Share The holders of a majority of the outstanding shares of the Preferred Stock (voting as a single class on an as-converted basis, including holders of at least a majority of the outstanding shares of Series F Preferred Stock) approved the automatic conversion of the Preferred Stock into common stock of the Company upon the closing of an initial public offering of the common stock of the Company at a per share price of at least $12.00 (prior to underwriting discounts and commissions) that results in aggregate proceeds to the Company of at least $75.0 million (net of underwriting discounts and commissions). Pro forma basic and diluted net loss per share were computed to give effect to the IPO in which the Company issued and sold 9,487,500 shares of common stock and the conversion of the Preferred Stock into common stock of the Company using the if-converted method as though the conversion and reclassification had occurred as of the beginning of the first period presented or the original date of issuance, if later. The following table presents the calculation of basic and diluted pro forma net loss per share (in thousands, except net loss per share data): Quarter Ended, Six Months Ended, June 30, 2015 June 30, 2015 Net loss available to common stockholders $ ) $ ) Pro forma net loss per share, basic and diluted $ ) $ ) Pro forma net loss per share – weighted average shares Basic net loss per share – weighted average shares Shares sold in IPO Preferred conversion Pro forma net loss per share – weighted average shares
Segment Information	Segment Information The Company’s chief operating decision maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reporting segment—health services.
Revenue Recognition	Revenue Recognition The Company offers two types of subscription access revenue contracts: (i) contracts that provide for a fixed monthly charge for access and unlimited visits per Member, as defined below, and (ii) contracts that provide for a fixed monthly charge for access and a contractually defined cost for each visit. Any visit fee revenue that is not included in the subscription access revenue is recognized when the service has been provided to the Member. The Company recognizes a substantial portion of its revenue from contracts that provide employers and health plans (“Clients”) with subscription approximately $0.2 million which was recorded as an increase access to the Company’s network of physicians and other healthcare professionals (“Providers”) on a subscription basis for a fixed monthly fee which entitles the Client’s employees and their beneficiaries (“Members”) to unlimited consultations (“visits”). The contracts are generally for a one-year term and have an automatic renewal feature for additional years. The Company commences revenue recognition for the subscription access service on the date that the services are made available to the Client and its Members, which is considered the implementation date, provided all of the following criteria are met:  there is an executed subscription agreement;  the Member has access to the service;  collection of the fees is reasonably assured; and  the amount of fees to be paid by the Client and Member is fixed and determinable. Subscription Access Revenue Subscription access revenue recognition commences on the date that the Company’s services are made available to the Client, which is considered the implementation date, provided all of the other criteria described above are met. Revenue is recognized over the term of the Client contract and is based on the terms in the Client contracts, which can provide for a variable periodic fee based upon the actual number of Members. Revenue From Visit Fees Revenue from visits is comprised of all revenue that is earned in connection with the completion of a visit. The Company recognizes revenue as the visits are completed. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, certain of the Company’s contracts include performance guarantees that are based upon minimum employee or Member utilization and guarantees by the Company for specific service level performance of the Company’s services. The Company defers revenue recognition when subscription access revenue is refundable until the end of the respective contractual period when the performance guarantees are met. The Company issued credits amounting to approximately $0.1 million for both of the quarters ended June 30, 2014 and 2015, and $0.2 million for both of the six months ended June 30, 2014 and 2015.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.
Internal-Use Software	Internal-Use Software Internal-use software is included in intangible assets and is amortized on a straight-line basis over 3 years. For development costs related to software development tools that enable the Company’s Members and Providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. The goodwill impairment test involves a two- step process. The first step involves comparing the fair value of the Company’s reporting unit to its carrying value, including goodwill. The fair value of the reporting unit is estimated using a discounted cash flows analysis. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets resulted from business acquisitions and include Client relationships, non-compete agreements , software and trademarks. Client relationships are amortized over a period 10 years for CADR, AmeriDoc and StatDoc, and 2 years for BetterHelp, in relation to expected future cash flows. Non-compete agreements are amortized over a period of 3 to 5 years using the straight-line method , software is amortized over a period of 5 years using the straight-line method and trademarks are amortized over a period of 3 years using the straight-line method.
Stock-Based Compensation	Stock-Based Compensation All stock-based compensation is measured based on the grant date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model.
Income Taxes	Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two- step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued and Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2018; early adoption is allowed. The revised guidance is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period , requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company is currently evaluating the potential impact of this guidance on its financial disclosures and results. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . This guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 is effective for interim or annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and is currently evaluating the impact of the adoption of this guidance on its financial disclosures and results. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016 and is required to be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its financial disclosures and results.

Basis of Presentation and Pri23

Basis of Presentation and Principles of Consolidation (Tables)	6 Months Ended
	Jun. 30, 2015
Basis Of Presentation And Principles Of Consolidation
Schedule of calculation of basic and diluted net loss per share	The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except net loss per share data): Quarters Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Net loss $ ) $ ) $ ) $ ) Preferred stock dividends ) — ) — Net loss available to common stockholders $ ) $ ) $ ) $ ) Weighted-average shares used to compute basic and diluted net loss per share Net loss per share, basic and diluted $ ) $ ) $ ) $ )
Schedule of calculation of basic and diluted pro forma net loss per share	The following table presents the calculation of basic and diluted pro forma net loss per share (in thousands, except net loss per share data): Quarter Ended, Six Months Ended, June 30, 2015 June 30, 2015 Net loss available to common stockholders $ ) $ ) Pro forma net loss per share, basic and diluted $ ) $ ) Pro forma net loss per share – weighted average shares Basic net loss per share – weighted average shares Shares sold in IPO Preferred conversion Pro forma net loss per share – weighted average shares
Estimated useful lives of property and equipment	Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements

Business Acquisitions (Tables)

Business Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2015
Business Acquisitions
Summary of identifiable assets acquired and liabilities assumed	Identifiable assets acquired and liabilities assumed (in thousands): StatDoc BetterHelp AmeriDoc Purchase price $ $ $ Less: Cash Accounts receivable Other assets Client relationships Non-compete agreements Internal software — Trademarks — — Accounts payable ) ) ) Deferred tax — ) — Other liabilities ) ) ) Goodwill $ $ $
Schedule of unaudited pro forma revenue and net loss	Pro Forma Quarters Ended June 30, Six Months Ended June 30, (in thousands) 2014 2015 2014 2015 Revenue $ $ $ $ Net loss $ ) $ ) $ ) $ )

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2015
Intangible Assets, Net
Schedule of finite lived intangible assets	Intangible assets, net consist of the following (in thousands): Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life December 31, 2014 Client relationships $ $ ) $ Non-compete agreements ) S oftware ) Intangible assets, net $ $ ) $ June 30, 2015 Client relationships $ $ ) $ Non-compete agreements ) Trademarks ) S oftware ) Intangible assets, net $ $ ) $
Schedule of amortization to be charged to expense over the remaining life of the intangible assets	Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of June 30, 2015 is as follows (in thousands): Years Ending December 31, 2015 (July 1 st to December 31 st ) $ 2016 2017 2018 2019 Thereafter $

Goodwill (Tables)

Goodwill (Tables)	6 Months Ended
	Jun. 30, 2015
Goodwill
Summary of activity in goodwill	Goodwill consists of the following (in thousands): As of December 31, As of June 30, 2014 2015 Beginning balance $ $ Additions Net working capital adjustments (CADR and AmeriDoc acquisitions) — Goodwill $ $

Accrued Expenses and Other Cu27

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2015
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, As of June 30, 2014 2015 Professional fees $ $ Consulting/customer service fees Escrow for acquisition — Legal fees Other Total $ $

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2015
Fair Value Measurements
Schedule of company's assets and liabilities measured at fair value on a recurring basis	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): December 31, 2014 Level 1 Level 2 Level 3 Cash and cash equivalents $ $ — $ — June 30, 2015 Level 1 Level 2 Level 3 Cash and cash equivalents $ $ — $ — Contingent liability $ — $ — $
Schedule of reconciliation of company's Level 3 liabilities	Fair value at inception $ Payments earned ) Change in fair value (included in general and administrative expenses) Fair value at June 30, 2015 $

Long Term Bank and Other Debt (

Long Term Bank and Other Debt (Tables)	6 Months Ended
	Jun. 30, 2015
Long Term Bank and Other Debt
Schedule of long-term bank and other debt components	Long-term bank and other debt consist of the following (in thousands): As of December 31, As of June 30, 2014 2015 SVB Revolving Advance facility $ $ SVB Term Loan facility SVB Mezzanine Term Loan less debt discount of $171 and $134 for warrants Subordinated Promissory Note Total Less: current portion ) ) Long term bank and other debt $ $

Lease Abandonment Charge (Table

Lease Abandonment Charge (Tables)	6 Months Ended
	Jun. 30, 2015
Lease Abandonment Charge
Schedule of lease abandonment charges	The following table details the associated liability. The current portion of the liability of $0.4 million was recorded in accrued expenses and other current liabilities and the non-current portion of the liability of $0.3 million was recorded in other liabilities in the consolidated balance sheet (in thousands): Balance January 1, 2015 $ — Charged to expense Paid or otherwise settled ) Balance June 30, 2015 $

Convertible Preferred Stock (31

Convertible Preferred Stock (the "Preferred Stock") (Tables)	6 Months Ended
	Jun. 30, 2015
Convertible Preferred Stock (the "Preferred Stock")
Schedule of Preferred Stock outstanding	December 31, 2014 and June 30, 2015 Shares Authorized Shares Outstanding Common Shares Upon Conversion Liquidation Preference Series A $ Series A-1 Series B Series C-1 Series D Series E Series F $
Schedule of conversion rights of Preferred Stock	Series of Preferred Stock Original Issue Price Conversion Price Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion (= Original Issue Price/ Conversion Price) Series F $ $ Series E $ $ Series D $ $ Series C-1 $ $ Series B $ $ Series A-1 $ $ Series A $ $

Common Stock and Stockholders32

Common Stock and Stockholders' (Deficit) Equity (Tables)	6 Months Ended
	Jun. 30, 2015
Common Stock and Stockholders' (Deficit) Equity
Summary of activity under the Plan	Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Shares Available for Grant Number of Shares Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance at December 31, 2014 $ $ Increase in Plan authorized shares Stock option grants ) $ Stock options exercised ) $ Stock options cancelled ) $ Stock options expired ) $ Balance at June 30, 2015 $ $ Vested or expected to vest June 30, 2015 $ $ Exercisable as of June 30, 2015 $ $
Assumptions used for estimate of fair value of options	Six Months Ended June 30, 2014 2015 Volatility 53.7% 49.6% – 51.0% Expected life (in years) 7.0 7.0 Risk-free interest rate 2.3% 1.58% – 2.06% Dividend yield — — Weighted-average fair value of underlying common stock $1.65 $5.15
Components of operating expense charged for compensation cost expense	Total compensation costs charged as an expense for stock-based awards, including stock options, recognized in the components of operating expenses are as follows (in thousands): Quarters Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Administrative and marketing $ $ $ $ Sales Technology and development General and administrative Total stock-based compensation expense $ $ $ $

Organization and Description 33

Organization and Description of Business (Details) $ / shares in Units, $ in Millions	Jul. 07, 2015USD ($)$ / sharesshares	Jun. 30, 2015shares	Jun. 30, 2015shares	Jun. 30, 2015item	Jun. 30, 2015item
Organization And Description Of Business
Number of acquisitions | item				3	4
Initial Public Offering
Number of shares issued		9,488,000	9,488,000
Subsequent Event | Convertible preferred stock
Initial Public Offering
Number of shares issued upon conversion of convertible stock	25,500,000
Subsequent Event | Redeemable Common Stock
Initial Public Offering
Number of shares issued upon conversion of convertible stock	113,294
Subsequent Event | IPO And Over-Allotment Option
Initial Public Offering
Number of shares issued	9,487,500
Price of stock issued (in dollars per share) | $ / shares	$ 19
Proceeds received, net of issuance costs | $	$ 163.5
Underwriting discounts and commissions | $	12.6
Other offering expenses | $	$ 4.1

Basis of Presentation and Pri34

Basis of Presentation and Principles of Consolidation (Details) $ in Millions	Jun. 17, 2015	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Variable interest entity
Number of professional corporations consolidated as VIEs | item				6
Reverse stock split	0.437
Primary beneficiary
Variable interest entity
Total revenue of VIEs		$ 3.1	$ 1.4	$ 6.4	$ 2.8
Net loss of VIEs		(1.4)	$ (0.8)	(3.9)	$ (1.3)
Assets of VIEs		1.6		1.6		$ 2.1
Liabilities of VIEs		14.5		14.5		11.2
Deficit of VIEs		$ 12.9		$ 12.9		$ 9.1

Basis of Presentation and Pri35

Basis of Presentation and Principles of Consolidation (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net Loss per Share
Net loss	$ (17,064)	$ (3,200)	$ (29,767)	$ (5,515)
Preferred stock dividend		(1,055)		(2,085)
Net loss available to common stockholders	$ (17,064)	$ (4,255)	$ (29,767)	$ (7,600)
Weighted-average shares used to compute basic and diluted net loss per share	2,370,113	1,974,697	2,266,959	1,700,737
Net loss per share, basic and diluted	$ (7.20)	$ (2.15)	$ (13.13)	$ (4.47)

Basis of Presentation and Pri36

Basis of Presentation and Principles of Consolidation (Details 3) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 17, 2015
Unaudited Pro Forma Net Loss per Share
Net loss	$ (17,064)	$ (3,200)	$ (29,767)	$ (5,515)
Preferred stock dividend		(1,055)		(2,085)
Net loss available to common stockholders	$ (17,064)	$ (4,255)	$ (29,767)	$ (7,600)
Pro forma basic and diluted net loss per share	$ (0.46)		$ (0.80)
Pro forma net loss per share - weighted average shares	37,308,054		37,204,901
Basic net loss per share - weighted average shares	2,370,113	1,974,697	2,266,959	1,700,737
Shares sold in IPO	9,488,000		9,488,000
Preferred conversion	25,450,000		25,450,000
Convertible preferred stock
Unaudited Pro Forma Net Loss per Share
Share price threshold of initial public offering for automatic conversion into common stock (in dollars per share)	$ 12		$ 12		$ 12
Threshold of proceeds from initial public offering for automatic conversion into common stock	$ 75,000		$ 75,000		$ 75,000

Basis of Presentation and Pri37

Basis of Presentation and Principles of Consolidation (Details 4) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)contract	Jun. 30, 2014USD ($)
Revenue recognition
Number of types of subscription access revenue contracts offered			2
Contract term			1 year
Credits issued | $	$ 0.1	$ 0.1	$ 0.2	$ 0.2
Computer Equipment
Property and Equipment
Useful life			3 years
Furniture and Equipment
Property and Equipment
Useful life			5 years

Basis of Presentation and Pri38

Basis of Presentation and Principles of Consolidation (Details 5) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands	Total
Intangible assets
Goodwill impairment charges	$ 0
Internal-Use Software
Intangible assets
Intangible assets useful life	3 years
Client relationships | CADR
Intangible assets
Intangible assets useful life	10 years
Client relationships | AmeriDoc
Intangible assets
Intangible assets useful life	10 years
Client relationships | StatDoc
Intangible assets
Intangible assets useful life	10 years
Client relationships | BetterHelp
Intangible assets
Intangible assets useful life	2 years
Non-compete agreements | Minimum
Intangible assets
Intangible assets useful life	3 years
Non-compete agreements | Maximum
Intangible assets
Intangible assets useful life	5 years
Software
Intangible assets
Intangible assets useful life	5 years
Trademarks
Intangible assets
Intangible assets useful life	3 years

Basis of Presentation and Pri39

Basis of Presentation and Principles of Consolidation (Details 6)	6 Months Ended
	Jun. 30, 2015
Stock options
Stock Plan and Stock Options
Vesting period (in years)	4 years

Business Acquisitions (Details)

Business Acquisitions (Details) $ in Thousands

Jun. 17, 2015USD ($)shares

Jan. 23, 2015USD ($)

May. 01, 2014USD ($)

Jun. 30, 2015USD ($)

Jun. 30, 2014USD ($)

Jun. 30, 2015USD ($)

Jun. 30, 2014USD ($)

Jun. 30, 2015USD ($)item

Jun. 30, 2015USD ($)item

Mar. 31, 2015USD ($)

Dec. 31, 2014USD ($)

Dec. 31, 2013USD ($)

Business acquisition

Number of acquisitions | item

3

4

Less:

Goodwill

$ 56,260

$ 56,260

$ 56,260

$ 56,260

$ 28,454

$ 14,786

Pro forma information

Revenue

19,166

$ 11,612

36,596

$ 22,985

Net loss

$ (18,860)

$ (5,221)

$ (32,813)

$ (9,777)

AmeriDoc

Business acquisition

Percentage of ownership interest acquired (as a percent)

100.00%

Purchase price

$ 17,200

Transaction costs associated with acquisition

200

Adjustments for working capital

200

Identifiable assets acquired and liabilities assumed:

Purchase price

17,214

Less:

Cash

57

Accounts receivable

458

Other assets

18

Accounts payable

(43)

Other liabilities

(257)

Goodwill

13,481

AmeriDoc | Client relationships

Less:

Finite-lived intangibles

2,980

AmeriDoc | Non-compete agreements

Less:

Finite-lived intangibles

520

AmeriDoc | Promissory note

Business acquisition

Promissory note

$ 3,500

BetterHelp

Business acquisition

Transaction costs associated with acquisition

$ 100

Adjustments for working capital

200

Cash paid for acquisition

$ 3,500

Earn out payments as a percentage of annual net revenue of acquiree

15.00%

Period of earn-out payments (in years)

3 years

Contingent future earn-out payments

$ 2,400

Identifiable assets acquired and liabilities assumed:

Purchase price

$ 5,749

Less:

Cash

89

Accounts receivable

11

Other assets

4

Accounts payable

(6)

Deferred tax

(666)

Other liabilities

(340)

Goodwill

4,686

BetterHelp | Client relationships

Less:

Finite-lived intangibles

141

BetterHelp | Non-compete agreements

Less:

Finite-lived intangibles

910

BetterHelp | Internal-Use Software

Less:

Finite-lived intangibles

780

BetterHelp | Trademarks

Less:

Finite-lived intangibles

140

BetterHelp | Promissory note

Business acquisition

Issuance of unsecured subordinated promissory note

$ 1,000

Promissory note interest rate (as a percent)

5.00%

StatDoc

Business acquisition

Purchase price

$ 30,100

Transaction costs associated with acquisition

300

Cash paid for acquisition

13,300

Equity consideration

$ 16,800

Equity consideration (in shares) | shares

1,051,033

Identifiable assets acquired and liabilities assumed:

Purchase price

$ 30,052

Less:

Cash

361

Accounts receivable

423

Other assets

70

Accounts payable

(609)

Other liabilities

(563)

Goodwill

23,120

StatDoc | Client relationships

Less:

Finite-lived intangibles

3,220

StatDoc | Non-compete agreements

Less:

Finite-lived intangibles

1,070

StatDoc | Internal-Use Software

Less:

Finite-lived intangibles

$ 2,960

Intangible Assets, Net (Details

Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Intangible assets
Gross Value	$ 20,174		$ 20,174		$ 10,105
Accumulated Amortization	(3,971)		(3,971)		(2,575)
Net Carrying Value	16,203		16,203		7,530
Amortization expense for intangible assets	700	$ 500	1,400	$ 800
Client relationships
Intangible assets
Gross Value	10,151		10,151		6,790
Accumulated Amortization	(2,295)		(2,295)		(1,565)
Net Carrying Value	$ 7,856		7,856		$ 5,225
Client relationships | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	8 years 9 months 18 days				8 years 6 months
Non-compete agreements
Intangible assets
Gross Value	$ 3,410		3,410		$ 1,430
Accumulated Amortization	(817)		(817)		(474)
Net Carrying Value	$ 2,593		2,593		$ 956
Non-compete agreements | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	2 years 9 months 18 days				2 years 10 months 24 days
Trademarks
Intangible assets
Gross Value	$ 140		140
Accumulated Amortization	(21)		(21)
Net Carrying Value	$ 119		119
Trademarks | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	2 years 7 months 6 days
Software
Intangible assets
Gross Value	$ 6,473		6,473		$ 1,885
Accumulated Amortization	(838)		(838)		(536)
Net Carrying Value	$ 5,635		$ 5,635		$ 1,349
Software | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	4 years				2 years 9 months 18 days

Intangible Assets, Net (Detai42

Intangible Assets, Net (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of June 30, 2015
2015 (July 1st to December 31st)	$ 2,099
2,016	3,950
2,017	3,382
2,018	2,485
2,019	1,694
Thereafter	2,593
Net Carrying Value	$ 16,203	$ 7,530

Goodwill (Details)

Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Beginning balance	$ 28,454	$ 14,786
Additions	27,806	13,267
Net working capital adjustments (CADR and AmericDoc acquisitions)		401
Ending balance	$ 56,260	$ 28,454

Accrued Expenses and Other Cu44

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Accrued Expenses and Other Current Liabilities
Professional fees	$ 1,744	$ 963
Consulting/customer service fees	738	1,118
Escrow for acquisition	2,640
Legal fees	4,805	389
Other	2,864	1,448
Total	$ 12,791	$ 3,918

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Fair Value, Net Asset (Liability) [Abstract]
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0
Fair value assets level 3 net transfers	0
Fair value liabilities level 3 net transfers	0
Level 1 | Recurring
Fair Value, Net Asset (Liability) [Abstract]
Cash and cash equivalents	15,423	$ 46,436
Level 3 | Recurring
Fair Value, Net Asset (Liability) [Abstract]
Contingent liability	$ 2,531

Fair Value Measurements (Deta46

Fair Value Measurements (Details2) - Contingent Liability - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Reconciliation of Level 3 liabilities
Fair value at inception		$ 2,391
Payments earned	$ (197)
Change in fair value included in general and administrative expenses	337
Fair value at June 30, 2015	$ 2,531

Long Term Bank and Other Debt47

Long Term Bank and Other Debt (Details)	May. 02, 2014item$ / sharesshares	Apr. 30, 2015USD ($)	Sep. 30, 2014USD ($)	May. 31, 2014USD ($)paymentitem$ / sharesshares	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	May. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Long-term bank and other debt
Total					$ 32,658,000		$ 32,658,000			$ 26,029,000
Less: current portion					(1,250,000)		(1,250,000)			(833,000)
Long term bank and other debt					31,408,000		31,408,000			25,196,000
Drawdown on facility							6,800,000	$ 16,700,000
Common stock warrants
Long-term bank and other debt
Number of affiliates of lender granted warrants | item	2
Number of shares that may be exercised from warrants | shares	131,239
Exercise price of warrants (in dollars per share) | $ / shares	$ 2.95
Term of warrants	10 years
SVB
Long-term bank and other debt
Loan origination costs				$ 200,000
Loan origination costs amortized					18,000	$ 6,000	37,000	$ 6,000
Line of credit | Revolving Advance facility | SVB
Long-term bank and other debt
Total					11,500,000		11,500,000		$ 11,500,000	4,700,000
Maximum borrowings				$ 12,000,000
Borrowing base as percentage of monthly recurring revenue				300.00%
Line of credit | Revolving Advance facility | SVB | Prime Rate
Long-term bank and other debt
Basis spread on variable rate (as a percent)				0.75%
Line of credit | Term Loan facility | SVB
Long-term bank and other debt
Total					4,792,000		4,792,000			5,000,000
Maximum borrowings				$ 5,000,000
Number of monthly payments of principal and interest after initial payment | payment				47
Line of credit | Term Loan facility | SVB | Prime Rate
Long-term bank and other debt
Basis spread on variable rate (as a percent)				1.00%
Mezzanine Term Loan | SVB
Long-term bank and other debt
Debt discount					134,000		134,000			171,000
Total					12,866,000		12,866,000			12,829,000
Face amount				$ 13,000,000
Drawdown on facility			$ 13,000,000
Interest rate (as a percent)				10.00%
Mezzanine Term Loan | SVB | Common stock warrants
Long-term bank and other debt
Number of affiliates of lender granted warrants | item				2
Number of shares that may be exercised from warrants | shares				131,239
Exercise price of warrants (in dollars per share) | $ / shares				$ 2.95
Term of warrants				10 years
Subordinated Promissory Note
Long-term bank and other debt
Total					$ 3,500,000		$ 3,500,000			$ 3,500,000
Subordinated Promissory Note | AmeriDoc
Long-term bank and other debt
Interest rate (as a percent)		10.00%
Debt incurred upon acquisition		$ 3,500,000

Related Party Transaction (Deta

Related Party Transaction (Details) - Officer - Loan to officer for exercise of stock options - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	May. 31, 2013	Dec. 31, 2014
Related party transactions
Note receivable issued to related party	$ 0.3
Interest rate (as percent)	2.00%
Amount of debt outstanding		$ 0.3
Employee stock options
Related party transactions
Options exercised (in shares)	312,474
Exercise price (in dollars per share)	$ 0.80

Lease Abandonment Charge (Detai

Lease Abandonment Charge (Details) - Lease abandonment - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Lease Abandonment Charge
Charged to expense		$ 716	$ 0
Paid or otherwise settled		(55)
Balance	$ 661	661
Accrued expenses and other current liabilities
Lease Abandonment Charge
Current restructuring charges	400	400
Other noncurrent liabilities
Lease Abandonment Charge
Noncurrent restructuring charges	300	300
General and administrative expenses
Lease Abandonment Charge
Charged to expense	$ 200	$ 700

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015USD ($)lawsuit	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)lawsuit	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Commitments and Contingencies.
Number of active lawsuits filed by entity | lawsuit	3		3
Revenues from external customers
Revenues	$ 18,283	$ 10,289	$ 34,771	$ 19,695
Sales | Geographic Concentration Risk | Texas
Revenues from external customers
Revenues			$ 6,300		$ 10,000
Concentration risk (as a percent)			18.00%		23.00%

Convertible Preferred Stock (51

Convertible Preferred Stock (the "Preferred Stock") (Details) - USD ($)	Sep. 10, 2014	Jun. 30, 2015	Jun. 30, 2015	Jun. 17, 2015	Dec. 31, 2014	Aug. 31, 2014
Convertible preferred stock
Temporary equity
Shares Authorized		50,479,286	50,479,286		50,479,286
Shares Outstanding		50,452,939	50,452,939		50,452,939
Common Shares Upon Conversion		25,450,441	25,450,441		25,450,441
Liquidation Preference		$ 117,913,630	$ 117,913,630		$ 117,913,630
Accrued and accumulated dividends		$ 0	$ 0
Share price threshold of initial public offering for automatic conversion into common stock (in dollars per share)		$ 12	$ 12	$ 12
Threshold of proceeds from initial public offering for automatic conversion into common stock		$ 75,000,000	$ 75,000,000	$ 75,000,000
Maximum number of days following liquidating event structured as sale of assets that shareholders may elect to redeem shares in exchange for liquidation rights			90 days
Minimum number of shares outstanding for application of protective provisions		3,000,000	3,000,000
Minimum percentage of any series of Preferred Stock issued and outstanding for application of protective provisions		25.00%	25.00%
Convertible preferred stock, excluding Series F
Temporary equity
Dividend rate (as a percent)			7.50%
Accrued and accumulated dividends						$ 13,800,000
Rate at which new series of Preferred stock received in exchange for accrued dividends (in dollars per share)	$ 0.50
Rate at which accrued dividends were converted into new series of preferred stock (in dollars per share)	$ 1
Convertible Preferred Stock Series A
Temporary equity
Shares Authorized		418,634	418,634		418,634
Shares Outstanding		418,634	418,634		418,634
Common Shares Upon Conversion		1,628,498	1,628,498		1,628,498
Liquidation Preference		$ 5,232,925	$ 5,232,925		$ 5,232,925
Original Issue Price (in dollars per share)		$ 7.425
Conversion Price (in dollars per share)		$ 1.909	$ 1.909
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion		3.8900	3.8900
Multiple applied to adjusted original issue price to determine value in event of liquidation of preferred stock			1.25
Adjusted original issue price of preferred stock used to determine value in event of liquidation of preferred stock (in dollars per share)			$ 10
Multiple applied to adjusted original issue price to determine value in event of redemption of preferred stock			1.25
Adjusted original issue price of preferred stock used to determine value in event of redemption of preferred stock (in dollars per share)			$ 10
Convertible Preferred Stock Series A1
Temporary equity
Shares Authorized		53,957	53,957		53,957
Shares Outstanding		53,957	53,957		53,957
Common Shares Upon Conversion		282,689	282,689		282,689
Liquidation Preference		$ 918,955	$ 918,955		$ 918,955
Original Issue Price (in dollars per share)		$ 10
Conversion Price (in dollars per share)		$ 1.909	$ 1.909
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion		5.2391	5.2391
Multiple applied to adjusted original issue price to determine value in event of liquidation of preferred stock			1.25
Adjusted original issue price of preferred stock used to determine value in event of liquidation of preferred stock (in dollars per share)			$ 13.625
Multiple applied to adjusted original issue price to determine value in event of redemption of preferred stock			1.25
Adjusted original issue price of preferred stock used to determine value in event of redemption of preferred stock (in dollars per share)			$ 13.625
Convertible Preferred Stock Series B
Temporary equity
Shares Authorized		263,839	263,839		263,839
Shares Outstanding		263,839	263,839		263,839
Common Shares Upon Conversion		1,790,050	1,790,050		1,790,050
Liquidation Preference		$ 5,768,378	$ 5,768,378		$ 5,768,378
Original Issue Price (in dollars per share)		$ 12.95
Conversion Price (in dollars per share)		$ 1.909	$ 1.909
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion		6.7846	6.7846
Multiple applied to adjusted original issue price to determine value in event of liquidation of preferred stock			1.23
Adjusted original issue price of preferred stock used to determine value in event of liquidation of preferred stock (in dollars per share)			$ 17.775
Multiple applied to adjusted original issue price to determine value in event of redemption of preferred stock			1.23
Adjusted original issue price of preferred stock used to determine value in event of redemption of preferred stock (in dollars per share)			$ 17.775
Convertible Preferred Stock Series C1
Temporary equity
Shares Authorized		18,287,483	18,287,483		18,287,483
Shares Outstanding		18,267,759	18,267,759		18,267,759
Common Shares Upon Conversion		7,991,497	7,991,497		7,991,497
Liquidation Preference		$ 15,253,579	$ 15,253,579		$ 15,253,579
Original Issue Price (in dollars per share)		$ 0.835
Conversion Price (in dollars per share)		$ 1.909	$ 1.909
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion		0.4375	0.4375
Convertible Preferred Stock Series D
Temporary equity
Shares Authorized		12,339,204	12,339,204		12,339,204
Shares Outstanding		12,339,204	12,339,204		12,339,204
Common Shares Upon Conversion		5,397,962	5,397,962		5,397,962
Liquidation Preference		$ 18,600,005	$ 18,600,005		$ 18,600,005
Original Issue Price (in dollars per share)		$ 1.5074
Conversion Price (in dollars per share)		$ 3.4458	$ 3.4458
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion		0.4375	0.4375
Convertible Preferred Stock Series E
Temporary equity
Shares Authorized		6,227,169	6,227,169		6,227,169
Shares Outstanding		6,227,169	6,227,169		6,227,169
Common Shares Upon Conversion		2,724,165	2,724,165		2,724,165
Liquidation Preference		$ 15,000,005	$ 15,000,005		$ 15,000,005
Original Issue Price (in dollars per share)		$ 2.4088
Conversion Price (in dollars per share)		$ 5.5063	$ 5.5063
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion		0.4375	0.4375
Multiple applied to original issue price of preferred stock used to determine value for remaining assets after liquidation (in dollars per share)			3
Convertible Preferred Stock Series F
Temporary equity
Shares Authorized		12,889,000	12,889,000		12,889,000
Shares Outstanding		12,882,377	12,882,377		12,882,377
Common Shares Upon Conversion		5,635,580	5,635,580		5,635,580
Liquidation Preference		$ 57,139,783	$ 57,139,783		$ 57,139,783
Number of new shares issued during period	1,554,000
Original Issue Price (in dollars per share)		$ 4.4355
Conversion Price (in dollars per share)		$ 10.1391	$ 10.1391
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion		0.4375	0.4375
Multiple applied to original issue price of preferred stock used to determine value for remaining assets after liquidation (in dollars per share)			1.5

Common Stock and Stockholders52

Common Stock and Stockholders' (Deficit) Equity (Details) $ / shares in Units, $ in Thousands	Jul. 07, 2015shares	Jun. 17, 2015USD ($)$ / sharesshares	Jun. 30, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)$ / sharesshares
Temporary equity
Common Stock Shares Authorized Before Reverse Stock Split		32,179,448
Common stock par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001
Reverse stock split		0.437
Number of preferred stock shares authorized		50,479,286
Convertible preferred stock
Temporary equity
Share price threshold of initial public offering for automatic conversion into common stock (in dollars per share) | $ / shares		$ 12	$ 12
Threshold of proceeds from initial public offering for automatic conversion into common stock | $		$ 75,000	$ 75,000
Temporary equity, shares outstanding			50,452,939	50,452,939
Temporary equity, carrying amount | $			$ 117,914	$ 117,914
Convertible preferred stock | Subsequent Event
Temporary equity
Number of shares issued upon conversion of convertible stock	25,500,000
Redeemable Common Stock
Temporary equity
Temporary equity, shares outstanding			113,294	113,294
Temporary equity, carrying amount | $			$ 2,852	$ 2,852
Redeemable Common Stock | Subsequent Event
Temporary equity
Number of shares issued upon conversion of convertible stock	113,294
Redeemable Common Stock Series A
Temporary equity
Temporary equity, shares outstanding			59,048
Temporary equity redemption price, multiplier of stock split ratio			2.25
Temporary equity redemption price, multiplier of stock price			2.2859
Temporary equity, carrying amount | $			$ 800
Redeemable Common Stock Series B
Temporary equity
Temporary equity, shares outstanding			54,246
Temporary equity redemption price, multiplier of stock split ratio			2.25
Temporary equity redemption price, multiplier of stock price			2.2859
Temporary equity, carrying amount | $			$ 2,100

Common Stock and Stockholders53

Common Stock and Stockholders' (Deficit) Equity (Details 2) - May. 02, 2014 - Common stock warrants $ / shares in Units, $ in Millions	USD ($)item$ / sharesshares
Warrants
Number of warrants issued	131,239
Number of shares that may be exercised from warrants	131,239
Exercise price of warrants (in dollars per share) | $ / shares	$ 2.95
Number of affiliates of lender granted warrants | item	2
Term of warrants	10 years
Fair value of common stock warrants | $	$ 0.2

Common Stock and Stockholders54

Common Stock and Stockholders' (Deficit) Equity (Details 3) - Stock options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Stock Plan and Stock Options
Vesting period (in years)		4 years
Shares Available for Grant
Balance, beginning of period (in shares)		741,971
Increase in Plan authorized shares		306,892
Stock option grants (in shares)		(1,006,316)
Stock options cancelled (in shares)		105,981
Stock options expired (in shares)		33,596
Balance, end of period (in shares)	182,124	182,124		741,971
Number of Shares Outstanding
Balance, beginning of period (in shares)		2,875,106
Stock option grants (in shares)		1,006,316
Stock option exercised (in shares)		(185,795)
Stock options cancelled (in shares)		(105,981)
Stock options expired (in shares)		(33,596)
Balance, end of period (in shares)	3,556,050	3,556,050		2,875,106
Vested or expected to vest at end of period (in shares)	3,246,008	3,246,008
Exercisable as of end of period (in shares)	577,790	577,790
Weighted-Average Exercise Price
Balance, beginning of period (in dollars per share)		$ 3.73
Stock option grants (in dollars per share)		9.75
Stock option exercised (in dollars per share)		1.41
Stock options cancelled (in dollars per share)		5.26
Stock options expired (in dollars per share)		8.66
Balance, end of period (in dollars per share)	$ 5.39	5.39		$ 3.73
Vested or expected to vest at end of period (in dollars per share)	5.28	5.28
Exercisable as of end of period (in dollars per share)	$ 1.62	$ 1.62
Weighted-average remaining contractual life in Years
Weighted-average remaining contractual life (in years)		8 years 10 months 13 days		8 years 4 months 17 days
Vested or expected to vest at end of period (in years)		8 years 9 months 29 days
Exercisable as of end of period (in years)		7 years 3 months 18 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value	$ 34,168	$ 34,168		$ 6,758
Vested or expected to vest at end of period	31,521	31,521
Exercisable as of end of period	7,731	7,731
Grant-date fair value of stock options granted during the period	$ 3,300	$ 5,200
Fair value assumptions
Volatility, minimum (as a percent)		49.60%
Volatility, maximum (as a percent)		51.00%
Volatility (as a percent)			53.70%
Expected life (in years)		7 years	7 years
Risk-free interest rate, minimum		1.58%
Risk-free interest rate, maximum		2.06%
Risk-free interest rate			2.30%
Dividend yield (as a percent)		0.00%
Weighted-average fair value of underlying common stock	$ 5.15	$ 5.15	$ 1.65
Maximum
Stock Plan and Stock Options
Exercisable period (in years)		10 years

Common Stock and Stockholders55

Common Stock and Stockholders' (Deficit) Equity (Details 4) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Compensation costs charged as an expense
Stock-based compensation	$ 567	$ 148	$ 1,378	$ 310
Unrecognized compensation cost	7,900		$ 7,900
Period over which unrecognized compensation cost is expected to be recognized			3 years 6 months
Administrative And Marketing
Compensation costs charged as an expense
Stock-based compensation	23	6	$ 41	12
Sales
Compensation costs charged as an expense
Stock-based compensation	95	21	165	48
Technology And Development
Compensation costs charged as an expense
Stock-based compensation	52	11	92	25
General and administrative expenses
Compensation costs charged as an expense
Stock-based compensation	$ 397	$ 110	$ 1,080	$ 225

Subsequent Events (Details)

Subsequent Events (Details) $ / shares in Units, $ in Millions	Jul. 31, 2015USD ($)	Jul. 24, 2015item$ / sharesshares	Jul. 15, 2015USD ($)	Jul. 07, 2015USD ($)$ / sharesshares	May. 02, 2014item$ / shares	Jun. 30, 2015shares	Jun. 30, 2015shares
Subsequent events
Shares sold in IPO						9,488,000	9,488,000
Common stock warrants
Subsequent events
Number of affiliates of lender granted warrants | item					2
Exercise price of warrants (in dollars per share) | $ / shares					$ 2.95
Subsequent Event | Gateway
Subsequent events
Purchase price | $	$ 1.5
Subsequent Event | Common stock warrants
Subsequent events
Number of affiliates of lender granted warrants | item		2
Number of shares issued upon exercise of warrants		59,281
Exercise price of warrants (in dollars per share) | $ / shares		$ 2.95
Subsequent Event | Line of credit | Revolving Advance facility
Subsequent events
Repayments | $			$ 5
Subsequent Event | Convertible preferred stock
Subsequent events
Number of shares issued upon conversion of convertible stock				25,500,000
Subsequent Event | Redeemable Common Stock
Subsequent events
Number of shares issued upon conversion of convertible stock				113,294
Subsequent Event | IPO And Over-Allotment Option
Subsequent events
Shares sold in IPO				9,487,500
Price of stock issued (in dollars per share) | $ / shares				$ 19
Proceeds received, net of issuance costs | $				$ 163.5
Underwriting discounts and commissions | $				12.6
Other offering expenses | $				$ 4.1