Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37477 | ||
Entity Registrant Name | TELADOC HEALTH, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3705970 | ||
Entity Address, Address Line One | 2 Manhattanville Road | ||
Entity Address, Address Line Two | Suite 203 | ||
Entity Address, City or Town | Purchase | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10577 | ||
City Area Code | 203 | ||
Local Phone Number | 635-2002 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | TDOC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,144,640,168 | ||
Entity Common Stock, Shares Outstanding | 167,038,966 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2024 annual meeting of stockholders are incorporated by reference in response to Part III of this Report to the extent stated herein. | ||
Entity Central Index Key | 0001477449 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,123,675 | $ 918,182 |
Accounts receivable, net of allowance for doubtful accounts of $4,240 and $4,324 at December 31, 2023 and December 31, 2022, respectively | 217,423 | 210,554 |
Inventories | 29,513 | 56,342 |
Prepaid expenses and other current assets | 118,437 | 130,310 |
Total current assets | 1,489,048 | 1,315,388 |
Property and equipment, net | 32,032 | 29,641 |
Goodwill | 1,073,190 | 1,073,190 |
Intangible assets, net | 1,677,781 | 1,836,765 |
Operating lease - right-of-use assets | 40,060 | 41,831 |
Other assets | 80,258 | 48,540 |
Total assets | 4,392,369 | 4,345,355 |
Current liabilities: | ||
Accounts payable | 43,637 | 47,690 |
Accrued expenses and other current liabilities | 178,634 | 168,693 |
Accrued compensation | 102,686 | 81,554 |
Deferred revenue-current | 95,659 | 101,832 |
Total current liabilities | 420,616 | 399,769 |
Other liabilities | 1,080 | 1,618 |
Operating lease liabilities, net of current portion | 42,837 | 38,042 |
Deferred revenue, net of current portion | 13,623 | 11,954 |
Deferred taxes, net | 49,452 | 50,939 |
Convertible senior notes, net | 1,538,688 | 1,535,288 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 166,658,253 shares and 162,840,360 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 167 | 163 |
Additional paid-in capital | 17,591,551 | 17,358,645 |
Accumulated deficit | (15,228,655) | (15,008,287) |
Accumulated other comprehensive loss | (36,990) | (42,776) |
Total stockholders’ equity | 2,326,073 | 2,307,745 |
Total liabilities and stockholders’ equity | $ 4,392,369 | $ 4,345,355 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 4,240 | $ 4,324 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 166,658,253 | 162,840,360 |
Common stock, outstanding (in shares) | 166,658,253 | 162,840,360 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 2,602,415 | $ 2,406,840 | $ 2,032,707 |
Expenses: | |||
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) | 760,031 | 743,987 | 650,258 |
Operating expenses: | |||
Advertising and marketing | 688,854 | 623,536 | 416,726 |
Sales | 213,780 | 227,172 | 250,581 |
Technology and development | 348,521 | 333,629 | 311,884 |
General and administrative | 464,659 | 449,855 | 438,007 |
Acquisition, integration, and transformation costs | 21,110 | 15,620 | 26,643 |
Restructuring costs | 16,942 | 7,416 | 0 |
Depreciation | 11,138 | 11,407 | 8,941 |
Amortization | 325,933 | 244,620 | 195,298 |
Goodwill impairment | 0 | 13,402,812 | 0 |
Total expenses | 2,850,968 | 16,060,054 | 2,298,338 |
Loss from operations | (248,553) | (13,653,214) | (265,631) |
Loss on extinguishment of debt | 0 | 0 | 43,748 |
Interest income | (46,782) | (12,674) | (776) |
Interest expense | 22,282 | 21,944 | 81,141 |
Other (income) expense, net | (4,445) | 859 | (5,088) |
Loss before provision for income taxes | (219,608) | (13,663,343) | (384,656) |
Provision for income taxes | 760 | (3,812) | 44,137 |
Net loss | (220,368) | (13,659,531) | (428,793) |
Other comprehensive income (loss), net of tax: | |||
Currency translation adjustment and other | 5,786 | (36,491) | (24,803) |
Comprehensive loss | $ (214,582) | $ (13,696,022) | $ (453,596) |
Net loss per share, basic (in dollars per share) | $ (1.34) | $ (84.60) | $ (2.73) |
Net loss per share, diluted (in dollars per share) | $ (1.34) | $ (84.60) | $ (2.73) |
Weighted-average shares used to compute basic net loss per share (in shares) | 164,578,219 | 161,457,123 | 156,939,349 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 164,578,219 | 161,457,123 | 156,939,349 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | 2022 Notes | 2025 Notes | Common Stock | Common Stock 2022 Notes | Common Stock 2025 Notes | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital 2022 Notes | Additional Paid-In Capital 2025 Notes | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Gain (Loss) |
Balance as of beginning of the period (in shares) at Dec. 31, 2020 | 150,281,099 | |||||||||||||
Balance as of beginning of the period at Dec. 31, 2020 | $ 15,883,804 | $ 150 | $ 16,857,797 | $ (992,661) | $ 18,518 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of stock options (in shares) | 2,340,025 | |||||||||||||
Exercise of stock options | 25,781 | $ 2 | 25,779 | |||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,687,557 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 2 | (2) | |||||||||||
Issuance of stock under employee stock purchase plan (in shares) | 122,059 | |||||||||||||
Issuance of stock under employee stock purchase plan | 15,331 | 15,331 | ||||||||||||
Issuance of common stock for Notes (in shares) | 1,058,373 | 5,185,491 | ||||||||||||
Issuance of common stock for Notes | $ 270,112 | $ 920,891 | $ 1 | $ 5 | $ 270,111 | $ 920,886 | ||||||||
Equity portion of extinguishment of Notes | $ (223,929) | $ (668,069) | $ (223,929) | $ (668,069) | ||||||||||
Recovery of excess common stock issued for acquisition (in shares) | (205,279) | |||||||||||||
Recovery of excess common stock issued for acquisition | (40,329) | (40,329) | ||||||||||||
Stock-based compensation | 315,761 | 315,761 | ||||||||||||
Other comprehensive income (loss), net of tax | (24,803) | (24,803) | ||||||||||||
Net loss | (428,793) | (428,793) | ||||||||||||
Balance as of end of the period (in shares) at Dec. 31, 2021 | 160,469,325 | |||||||||||||
Balance as of end of the period at Dec. 31, 2021 | $ 16,045,757 | $ (291,033) | $ 160 | 17,473,336 | $ (363,731) | (1,421,454) | $ 72,698 | (6,285) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||||||||||||
Exercise of stock options (in shares) | 591,213 | |||||||||||||
Exercise of stock options | $ 5,884 | $ 1 | 5,883 | |||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,508,570 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 2 | (2) | |||||||||||
Issuance of stock under employee stock purchase plan (in shares) | 271,159 | |||||||||||||
Issuance of stock under employee stock purchase plan | 7,064 | 7,064 | ||||||||||||
Issuance of common stock for Notes (in shares) | 93 | |||||||||||||
Issuance of common stock for Notes | 7 | 7 | ||||||||||||
Equity portion of extinguishment of Notes | (2) | (2) | ||||||||||||
Stock-based compensation | 236,090 | 236,090 | ||||||||||||
Other comprehensive income (loss), net of tax | (36,491) | (36,491) | ||||||||||||
Net loss | (13,659,531) | (13,659,531) | ||||||||||||
Balance as of end of the period (in shares) at Dec. 31, 2022 | 162,840,360 | |||||||||||||
Balance as of end of the period at Dec. 31, 2022 | $ 2,307,745 | $ 163 | 17,358,645 | (15,008,287) | (42,776) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of stock options (in shares) | 175,761 | 175,761 | ||||||||||||
Exercise of stock options | $ 1,481 | $ 0 | 1,481 | |||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 3,049,824 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 3 | (3) | |||||||||||
Issuance of stock under employee stock purchase plan (in shares) | 592,308 | |||||||||||||
Issuance of stock under employee stock purchase plan | 10,440 | $ 1 | 10,439 | |||||||||||
Stock-based compensation | 220,989 | 220,989 | ||||||||||||
Other comprehensive income (loss), net of tax | 5,786 | 5,786 | ||||||||||||
Net loss | (220,368) | (220,368) | ||||||||||||
Balance as of end of the period (in shares) at Dec. 31, 2023 | 166,658,253 | |||||||||||||
Balance as of end of the period at Dec. 31, 2023 | $ 2,326,073 | $ 167 | $ 17,591,551 | $ (15,228,655) | $ (36,990) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (220,368) | $ (13,659,531) | $ (428,793) |
Adjustments to reconcile net loss to net cash flows from operating activities: | |||
Goodwill impairment | 0 | 13,402,812 | 0 |
Depreciation | 11,138 | 11,407 | 8,941 |
Amortization | 325,933 | 244,620 | 195,298 |
Depreciation of rental equipment | 2,602 | 2,859 | 3,333 |
Amortization of right-of-use assets | 11,650 | 11,757 | 12,049 |
Provision for allowances | 4,686 | 2,815 | 10,603 |
Stock-based compensation | 201,550 | 217,852 | 302,586 |
Deferred income taxes | (1,903) | (7,840) | 41,800 |
Accretion of interest | 3,400 | 3,345 | 61,253 |
Loss on extinguishment of debt | 0 | 0 | 40,652 |
Gain on sale of investment | 0 | 0 | (5,901) |
Other, net | (310) | 7,584 | (3,845) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (10,252) | (49,058) | (11,172) |
Prepaid expenses and other current assets | 12,461 | (41,081) | (31,090) |
Inventory | 24,095 | 14,800 | (19,494) |
Other assets | (23,052) | (27,767) | (3,547) |
Accounts payable | (4,185) | 1,876 | 1,188 |
Accrued expenses and other current liabilities | 9,069 | 61,217 | 18,175 |
Accrued compensation | 19,180 | (12,290) | (4,675) |
Deferred revenue | (4,900) | 15,240 | 20,554 |
Operating lease liabilities | (10,224) | (11,525) | (16,532) |
Other liabilities | (549) | 200 | 2,607 |
Net cash provided by operating activities | 350,021 | 189,292 | 193,990 |
Cash flows from investing activities: | |||
Capital expenditures | (11,464) | (16,480) | (8,534) |
Capitalized software | (144,884) | (156,284) | (55,400) |
Proceeds from marketable securities | 0 | 2,507 | 50,000 |
Proceeds from the sale of investment | 0 | 0 | 10,901 |
Acquisitions of businesses, net of cash acquired | 0 | 0 | (78,663) |
Other, net | 1 | 2,514 | 8,715 |
Net cash used in investing activities | (156,347) | (167,743) | (72,981) |
Cash flows from financing activities: | |||
Net proceeds from the exercise of stock options | 1,481 | 5,884 | 25,781 |
Proceeds from employee stock purchase plan | 9,651 | 6,501 | 16,810 |
Cash received for withholding taxes on stock-based compensation, net | (278) | 124 | 3,422 |
Other, net | 0 | (6,012) | (5,066) |
Net cash provided by financing activities | 10,854 | 6,497 | 40,947 |
Net increase in cash and cash equivalents | 204,528 | 28,046 | 161,956 |
Effect of foreign currency exchange rate changes | 965 | (3,344) | (1,800) |
Cash and cash equivalents at beginning of the period | 918,182 | 893,480 | 733,324 |
Cash and cash equivalents at end of the period | 1,123,675 | 918,182 | 893,480 |
Income taxes paid | 7,238 | 2,512 | 3,974 |
Interest paid | 17,422 | 17,361 | 18,837 |
Supplemental disclosure of non-cash investing activities | |||
Accruals related to Property and equipment, net and Intangible assets, net | $ 11,006 | $ 8,216 | $ 5,264 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in whole person virtual care focused on forging a new healthcare experience with better convenience, outcomes and value around the world. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with the United States (“U.S.”) generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc Health, as well as two professional associations and 10 professional corporations (collectively, the “THMG Association”). Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”), is party to a Services Agreement by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and 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 THMG Association, which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The THMG 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 THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. Total revenue and net loss for the VIE were $241.7 million and $0.0 million, $244.5 million and $1.0 million and $230.2 million and $1.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, were $20.6 million and $106.7 million at December 31, 2023 and 2022, respectively. The VIE’s total liabilities, all of which were current, were $69.2 million and $143.8 million at December 31, 2023 and 2022, respectively. The VIE’s total stockholders’ deficit was $48.6 million and $37.1 million at December 31, 2023 and 2022, respectively. All intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. 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 the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. 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 and economic factors, and various other assumptions that the Company believes are necessary 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. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Consolidated Statement of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Consolidated Financial Statements. Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, deferred device and contract costs, allowances for sales and for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies, litigation and related legal accruals, the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Annual Report on Form 10-K. Segment Information The Company operates as an organizational and reporting structure based on two reportable segments, which are the same as its reporting units: Teladoc Health Integrated Care (“Integrated Care”) and BetterHelp. This structure reflects how management allocates resources and assesses performance. See Note 18. “Segments” for further information. Fair Value Measurements The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets. Revenue Recognition The Company follows the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606. ASC Topic 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The core principle of ASC Topic 606 is to recognize revenue to depict the transfer of promised goods or services to the Company’s customers, which primarily consist of employers, health plans, hospitals and health systems, insurance, and financial services companies (collectively “Clients”) as well as individual members, in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: • Identification of the contract, or contracts, with a Client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, the Company satisfies a performance obligation. Integrated Care Segment As it relates to the Company’s Integrated Care segment, the Company primarily generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s Client contracts include a per-member-per-month (“PMPM”) access fee as well as certain contracts that also include additional revenue on a per-virtual healthcare visit basis for general medical, or other specialty visits or expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per healthcare visit basis for general medical and other specialty visits. The Company records access fees from Clients accessing its professional provider network or hosted virtual healthcare platform or chronic care management platforms, visit fee revenue for general medical, expert medical service and other specialty visits as well as other revenue primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Visit and other revenues are reported as “Other” revenue in the Company’s consolidated financial statements. Revenue is also generated from contracts with Clients in hospital and health systems for the sale and rental of equipment consisting of virtual healthcare devices which allow physicians to access the Company’s hosted virtual healthcare platform. These contracts also include multiple performance obligations, and the Company determines the standalone selling prices based on overall pricing objectives. In some arrangements, the Company’s devices are rented to certain qualified Clients that qualify as either sales-type lease or operating lease arrangements and are subject to lease accounting guidance. Revenue is also generated from contracts with Clients for the Company’s chronic care management solutions. Substantially all of this revenue is derived from monthly access fees that are recognized as services are rendered and earned under subscription agreements with Clients that are based on a per-participant-per-month model, using the number of active enrolled members each month for the minimum enrollment period. These solutions integrate devices, supplies, access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and are considered a single continuous service comprised of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). These services are consumed as they are received, and the Company recognizes revenue each month using the variable consideration allocation exception since the nature of the obligations and the variability of the payment being based on the number of active members are aligned. The Company’s Client agreements generally have a term of one For contracts where revenue is generated on a per healthcare visit basis, revenues are recognized when the visits are completed as the Company has delivered on its stand ready obligation to provide access. For other revenue, which primarily includes virtual healthcare devices, the Company’s performance obligation is satisfied when the equipment is provided to the Client and revenue is recognized at a point in time upon shipment. The Company generally bills for virtual healthcare services on a monthly basis, in advance or in arrears depending on the service, with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that Client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and for certain contracts include a variable transaction price as the number of members may vary from period to period. The Company estimates this amount based on historical experience. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. Additionally, certain of the Company’s contracts include Client performance guarantees and pricing adjustments that are based upon minimum member utilization and guarantees by the Company for specific service level performance, member satisfaction scores, cost savings or other value achievements or guarantees, and health outcome guarantees. Performance guarantees are estimated at each reporting period based on the Company’s historical performance or other available information of the underlying criteria or the customer’s specific performance as of that reporting date. Any estimated adjustments to the contract price for achieving or not achieving the performance guarantee are recognized as an adjustment to revenue in the period. For the years ended December 31, 2023, 2022, and 2021, revenue recognized from performance obligations for changes in estimated transaction price or Client performance guarantees was $14.7 million, $4.4 million, and $5.6 million, respectively. The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since the majority of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations. For additional revenue, deferred revenue, deferred costs, and disclosures, refer to Note 3. “Revenue, Deferred Revenue, and Deferred Costs and Other.” BetterHelp Segment As it relates to the BetterHelp segment, users can purchase virtual therapy services for an access fee, generally on a monthly basis. For other wellness services, users can purchase access to their consumer application for a subscription fee, generally for a period of one year. BetterHelp also provides virtual therapy services to employers as part of employee assistance programs, with revenues recorded based on completion of visit. The BetterHelp service provides for member refunds. The Company estimates the expected amount of refunds to be issued based on historical experience, which are recorded as a reduction of revenue. The Company issued refunds of approximately $93.0 million, $79.2 million, and $67.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue is derived from: 1) upfront payments for a device, which is amortized ratably over the expected member enrollment period; 2) upfront payments for certain services where payment is required for future periods before the service is delivered to the member, which is recognized when the services are provided; and 3) upfront payments from third-party financing companies with whom the Company works to provide certain Clients with a rental option, which is recognized over the rental period. Deferred revenue that will be recognized during the next twelve- month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue. Deferred Device and Contract Costs Deferred device costs consist of cost of inventory incurred in connection with delivery of services that are deferred and amortized over the shorter of the expected member enrollment period or the expected device life and recorded as cost of revenue. Deferred contract costs represent the incremental costs of obtaining a contract with a Client if the Company expects to recover such costs. The primary example of the Company’s costs to obtain a contract include incremental sales commissions to obtain contracts paid to its sales organization. A portion of these incremental costs to obtain Client contracts are deferred and then amortized on a straight-line basis over the period of benefit, which has been determined to be four years. The amounts subject to the services period are amortized in sales expense in the consolidated statement of operations. Deferred device and contract costs that are to be amortized within twelve months are recorded to deferred device and contract costs, current and the remainder is recorded to deferred device and contract costs, noncurrent on the Company’s consolidated balance sheets. Cost of Revenue (exclusive of depreciation and amortization, which are shown separately) Cost of revenue (exclusive of depreciation and amortization, which are shown separately) primarily consists of fees paid to the physicians and other health professionals; product costs; costs incurred in connection with the Company’s provider network operations and data center activities, which include employee-related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) costs related to Client support; provider network operations center activities; medical records; magnetic resonance imaging; medical lab tests; translation; postage and medical malpractice insurance, and deferred device costs. Technology and Development Technology and development expenses include the costs of operating the Company’s on-demand technology infrastructure that are not directly related to changes in revenue or volume of visits, including certain licensed applications, information technology infrastructure, security, and compliance. The technology and development line item also contains amounts charged to expense for research and development, which include costs of new product development, costs to add new features or improve reliability or scalability of existing applications, and other software development and engineering costs to the extent that they are not capitalized. The research and development expenses may enable future revenue growth but are not directly related to current revenues. Technology and development expenses include personnel and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) for software engineering, information technology infrastructure, security and compliance, product development, and support for the Company’s efforts to add new features and ensure the reliability and scalability of its existing solutions. Technology and development expenses also include outsourced software engineering services, the costs of operating the Company’s on-demand technology infrastructure (whereas costs directly associated with changes in revenue are presented separately in cost of revenues), certain licensed applications, and stock-based compensation for its technology and development employees. The Company’s technology and development expenses exclude certain allocations of occupancy expense, capitalized software development costs, and depreciation and amortization. Research and Development Costs Research and development costs include costs of new product development, costs to add new features or improve reliability or scalability of existing applications, and other software development and engineering costs to the extent that they are not capitalized. The research and development expenses may enable future revenue growth but are not directly related to changes in current revenues. Research and development costs are recorded as a component of technology and development in the Company’s consolidated statements of operations. For the years ended December 31, 2023, 2022, and 2021, research and development costs of $124.6 million, $106.9 million, and $99.5 million, respectively, were recognized in the Company’s consolidated statements of operations in technology and development. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company’s cash and cash equivalents primarily consist of investments in money market funds. Cash and cash equivalents are stated at fair value. 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 reflects the Company’s best estimate of expected losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information, and other currently available evidence. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. Inventories Inventories consist of purchased components for assembling welcome kits, refill kits, and replacement components for the Company’s chronic care management solutions, and virtual health devices manufactured for sale or lease as part of the Company’s hosted virtual healthcare platform solution. Inventories are stated at the lower of cost and net realizable value. The cost of inventories is determined on a first-in, first-out (“FIFO”) basis or on a weighted average cost basis which approximates the FIFO basis. Inventory costs include direct materials, direct labor and contracting costs, certain indirect labor and manufacturing overhead, and inbound shipping charges. Inventories are assessed on a periodic basis for potentially obsolete and slow-moving inventory with write-downs being recorded when identified. Write-downs are measured as the difference between cost of the inventory and net realizable value based upon assumptions about future demand and obsolescence, and charged to cost of revenue (exclusive of depreciation and amortization, which are shown separately) in the accompanying consolidated statement of operations. At the point of the loss recognition, a new lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. 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 Rental equipment 4.3 years Operating Leases The Company accounts for its leases under the standards set forth under ASC Topic 842, “Leases" . See Note 11. “Leases” for further information. Leases of Hosted Virtual Healthcare Platform The Company rents its hosted virtual healthcare platform for certain Clients under arrangements that qualify primarily as operating lease arrangements. The contracts include equipment consisting of virtual health devices which allow physicians access to the platform and there are multiple performance obligations where the Company determines the standalone selling prices based on overall selling prices and pricing objectives. In determining whether a transaction should be classified as a sales-type or operating lease, the Company considers whether: (1) ownership of the virtual healthcare device transfers to the lessee by the end of the term of the lease, (2) the lease grants the lessee an option to purchase the virtual healthcare device that the lessee is reasonably certain to exercise, (3) the lease term is for the major part of the remaining useful life of the virtual healthcare device, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the virtual healthcare device, and (5) it is expected that there will be no alternative use for the virtual healthcare device at the end of the lease term. The Company generally recognizes revenue for virtual healthcare devices in sales-type leases at a point in time upon shipment by the Client provided all other revenue recognition criteria have been met. For operating lease arrangements, revenue for the virtual healthcare device is recognized over the lease term and generally on a straight-line basis. For both sales-type and operating lease arrangement, revenue associated with virtual healthcare platform access is recognized over the lease term on a straight-line basis. Rental Equipment Equipment is assigned to the rental pool upon the execution of a sales leasing arrangement. Rental equipment assets are generally stated at cost, less accumulated depreciation and reflected in property and equipment, net. Depreciation of rental equipment is provided on a straight-line basis, over the estimated useful lives of the respective assets, which is generally 4.3 years and is charged to cost of revenues. Maintenance and repairs are charged to expense as incurred while 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. Capitalized Software Development Costs Capitalized software development costs are included in intangible assets and are amortized on a straight-line basis over three Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on October 1 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in the Company's market capitalization, as indicated by its publicly quoted share price. As of December 31, 2023, the Company operates as two reporting units under the guidance in ASC 350, “Intangibles- Goodwill and Other,” the Teladoc Health Integrated Care reporting unit and the BetterHelp reporting unit. When testing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of its reporting units is less than its carrying amount. If the Company elects to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, the Company performs a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if the Company’s reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge based on that difference. To determine reporting unit fair value as part of the quantitative test, the Company uses a weighting of fair values derived from the income approach and the market approach. Under the income approach, the Company projects its future cash flows and discount these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and its long-term business strategy. As such, key estimates and factors used in this method include, but are not limited to, revenue, margin and operating expense growth rates; as well as a discount rate and a terminal growth rate. Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare the Company’s reporting unit to similar publicly traded companies. In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value. Other Intangible Assets Other intangible assets include client relationships, acquired technology, and trademarks resulting from business acquisitions as well as capitalized software development costs. The Company amortizes these definite-lived intangible assets over their estimated useful lives and review the estimated useful lives on a quarterly basis to determine if the period of economic benefit has changed. Customer relationships are amortized over a period of two four three Definite-lived intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value. Convertible Senior Notes The Company's convertible senior notes are fully accounted for and carried as liabilities, net of debt discounts on the Company’s Consolidated Balance Sheets following its adoption of FASB Accounting Standards Update ("ASU") 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The Company adopted ASU 2020-06 as of January 1, 2022, under the modified retrospective transition method, and, accordingly, its prior period financial statements were not restated. Upon adoption of ASU 2020-06, the conversion feature of the Company’s convertible senior notes is no longer reported as a component of equity. Instead, the previously-separated equity component is now combined with the liability component, thereby eliminating the amortization of the debt discount arising from the conversion option separation model. To reflect the adoption of ASU 2020-06, the Company recorded an increase to convertible senior notes of $306.3 million and decreases to additional paid-in capital, accumulated deficit and net deferred tax liabilities of $363.7 million, $72.7 million, and $15.3 million, respectively, as of January 1, 2022. Stock-Based Compensation Stock-based compensation for stock options and restricted stock units (“RSUs”) granted is measured based on the grant-date fair value of the aw |
Revenue, Deferred Revenue, and
Revenue, Deferred Revenue, and Deferred Costs and Other | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Deferred Revenue, and Deferred Costs and Other | Revenue, Deferred Revenue, and Deferred Device and Contract Costs The Company generates access fees from Clients, as well as individual paying users, accessing its professional provider network, hosted virtual healthcare platform, and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service, and other specialty visits and is reported as a component of other revenue in the financial statements. Revenue associated with virtual healthcare device equipment sales included with the Company’s hosted virtual healthcare platform is also reported in other revenue. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2023 2022 2021 Revenue by Type Access fees $ 2,282,521 $ 2,103,814 $ 1,740,170 Other 319,894 303,026 292,537 Total Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707 Revenue by Geography U.S. revenue $ 2,237,533 $ 2,101,015 $ 1,774,024 International revenue 364,882 305,825 258,683 Total Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707 Deferred Revenue For certain services, payment is required for future periods before the service is delivered to the member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. The following table summarizes deferred revenue activities for the periods presented (in thousands): Year Ended December 31, 2023 2022 Beginning balance $ 113,786 $ 102,007 Cash collected 87,683 100,028 Revenue recognized (92,187) (88,249) Ending balance $ 109,282 $ 113,786 The Company expects to recognize $94.7 million and $14.6 million of revenue in 2024 and 2025, respectively, related to future performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2023. Deferred Device and Contract Costs Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands): As of December 31, As of December 31, Deferred device and contract costs, current $ 32,703 $ 29,956 Deferred device and contract costs, noncurrent 17,573 8,404 Total deferred device and contract costs $ 50,276 $ 38,360 Deferred device and contract costs were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2022 $ 38,360 Additions 57,964 Cost of revenue recognized (46,048) Ending balance as of December 31, 2023 $ 50,276 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): As of December 31, As of December 31, Raw materials and purchased parts $ 9,338 $ 25,800 Work in process 299 394 Finished goods 19,876 30,148 Total inventories $ 29,513 $ 56,342 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, As of December 31, Prepaid expenses $ 65,651 $ 63,159 Deferred device and contract costs, current 32,703 29,956 Other receivables 12,640 25,091 Other current assets 7,443 12,104 Total prepaid expenses and other current assets $ 118,437 $ 130,310 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill consisted of the following (in thousands): Teladoc Health Integrated Care BetterHelp Total Balance as of December 31, 2021 $ 0 $ 0 $ 14,504,174 Impairment 0 0 (12,270,000) Currency translation adjustment 0 0 (28,172) Reassignment to reporting units at October 1, 2022 1,132,812 1,073,190 2,206,002 Impairment (1,132,812) 0 (1,132,812) Currency translation adjustment 0 0 0 Balance as of December 31, 2022 0 1,073,190 1,073,190 Currency translation adjustment 0 0 0 Balance as of December 31, 2023 $ 0 $ 1,073,190 $ 1,073,190 There were no impairment charges recorded for goodwill or long-lived assets, including definite-lived intangibles, for the years ended December 31, 2023 or 2021. For the year ended December 31, 2022 , a $13.4 billion non-deductible goodwill impairment charge, or $83.01 per basic and diluted share, was recognized, with impairment charges occurring in each of the three months ending March 31, 2022, June 30, 2022, and December 31, 2022. The Company performed a qualitative assessment of goodwill for its BetterHelp reporting unit as of October 1, 2023. As part of the Company's qualitative analysis, it considered the performance of the reporting unit compared to expectations, forecasts for revenue and margin, macroeconomic conditions, industry and market trends, as well as other relevant entity-specific items. Based on this qualitative assessment, no indicators of impairment were identified. While it is believed that the assumptions used were reasonable, changes in these assumptions for the BetterHelp reporting unit, including lowering forecasts for revenue and margin, lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future impairment. In addition, if the Company experiences sustained significant decreases in its share price, this may also result in the need to perform impairment assessments of goodwill and long-lived assets including definite-lived intangibles that could also result in future impairments. During the year ended December 31, 2022, the Company experienced triggering events due to sustained decreases in its share price, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles as of March 31, 2022 and again as of June 30, 2022. As of March 31, 2022, the Company updated the projected long-range cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to reflect current conditions. Other changes in valuation assumptions included increases in interest rates and market volatility, resulting in a higher discount rate, and selection of lower revenue multiples based upon an assessment of a relevant peer group. As a result of this review, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but the Company recorded a $6.6 billion non-deductible goodwill impairment charge in the quarter ended March 31, 2022. The non-cash charge had no impact on the provision for income taxes. As of June 30, 2022, the Company updated valuation assumptions. The discount rate was increased for a company risk premium to reflect the current perception of risks of achieving projected cash flows and, to a lesser extent, to reflect further increases in interest rates and market volatility. Additionally, revenue market multiples were lowered based upon an updated analysis of a consistent peer group. The assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets but resulted in an additional $3.0 billion non-deductible goodwill impairment charge. The non-cash charge had no impact on the provision for income taxes. On October 1, 2022, the Company reorganized its reporting structure to include two reportable segments, Integrated Care and BetterHelp, which also represent reporting units for purposes of assessing goodwill. The Company performed its annual impairment test consistent with the rules set forth under ASC 350, “Intangibles—Goodwill and Other,” performing an initial test on its then-existing reporting unit. The impairment test utilized the Company’s latest estimates of projected cash flows, including revenues, margin, and capital expenditures, as well as current market assumptions for the discount rate and revenue multiples, to reflect current market conditions and risk assessments. Based on the result of the impairment test, the Company recognized an additional $2.6 billion non-deductible goodwill impairment charge, driven significantly by a decline in projected cash flows. Following this impairment, the Company reassigned the remaining $2.2 billion to its new reporting units using a relative fair value allocation approach. The Company performed tests of the asset groups identified for the purposes of testing the recoverability of each reporting unit’s definite-lived intangibles and other long-lived assets, which was passed by a significant margin. Lastly, a post allocation goodwill impairment test on each of the reporting units was performed, the result of which was the recognition of an additional $1.1 billion of impairment on the goodwill assigned to the Company’s Teladoc Health Integrated Care reporting unit. The $3.8 billion non-cash charges had no impact on the provision for income taxes. Both of these impairment assessments in the first half of 2022 reflected a 75%/25% allocation between the income and market approaches. The Company believed the 75% weighting to the income approach continues to be appropriate as it more directly reflected the Company’s future growth and profitability expectations. The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each testing date related to those triggering events and the annual impairment test. Testing Dates Reporting Unit Discount Rate Peer Group Revenue Multiples Excess of Reporting Unit Fair Value over Carrying Value March 31, 2022 Consolidated 12.0% 3.5x/3.0x None June 30, 2022 Consolidated 16.0% 2.0x/1.8x None October 1, 2022 Consolidated, 12.5% 1.65x/1.5x None, Pre-reassignment October 1, 2022 Teladoc Health 12.0% 1.2x/1.0x No remaining goodwill October 1, 2022 BetterHelp 13.5% 1.6x/1.3x Significant amount |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): As of December 31, 2023 2022 Computer equipment $ 35,992 $ 29,322 Furniture and equipment 14,661 14,861 Leasehold improvement 24,293 13,298 Rental equipment 15,106 12,679 Construction in progress 1,719 7,193 Total 91,771 77,353 Accumulated depreciation (59,739) (47,712) Property and equipment, net $ 32,032 $ 29,641 |
Intangible Assets, Net and Cert
Intangible Assets, Net and Certain Cloud Computing Costs | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Certain Cloud Computing Costs | Intangible Assets, Net and Certain Cloud Computing Costs Intangible assets, net consisted of the following (dollars in thousands): Useful Gross Value Accumulated Net Carrying Weighted December 31, 2023 Client relationships 2 to 20 years $ 1,460,857 $ (391,196) $ 1,069,661 12.5 Trademarks 2 to 15 years 325,479 (189,330) 136,149 6.9 Software 3 to 5 years 456,583 (161,108) 295,475 2.5 Acquired technology 4 to 7 years 341,814 (165,318) 176,496 3.7 Intangible assets, net $ 2,584,733 $ (906,952) $ 1,677,781 9.3 December 31, 2022 Client relationships 2 to 20 years $ 1,458,384 $ (291,993) $ 1,166,391 13.5 Trademarks 2 to 15 years 325,171 (98,303) 226,868 7.0 Software 3 to 5 years 294,629 (78,373) 216,256 2.7 Acquired technology 4 to 7 years 343,067 (115,817) 227,250 4.7 Intangible assets, net $ 2,421,251 $ (584,486) $ 1,836,765 10.4 The following table presents the Company's amortization of intangible assets expense by component (in thousands): Year Ended December 31, 2023 2022 2021 Amortization of acquired intangibles $ 242,976 $ 198,522 $ 180,249 Amortization of capitalized software 82,957 46,098 15,049 Amortization of intangible assets expense $ 325,933 $ 244,620 $ 195,298 During the second half of 2023 , the Company initiated a strategy to transition the majority of its chronic condition management Clients and members to the Teladoc Health brand on a phased basis, with a smaller subset continuing to be served under the Livongo trade name beyond 2024. In connection with the brand strategy, the Company has accelerated the amortization associated with the Livongo trademark, increasing amortization expense in the year ended December 31, 2023, and in the year ending December 31, 2024, with corresponding reductions thereafter. The change in accounting estimate resulted in additional amortization expense of $37.5 million, or 0.23 per basic and diluted share, for the year ended December 31, 2023 . In the year ended December 31, 2022, the Company recognized impairments of capitalized software of the full value associated with certain international product programs totaling $9.9 million. This value was reported in amortization on the Com pany’s Consolidated Statement of Operations and Other Comprehensive Loss. In January 2022, the Company embarked upon a two-year migration strategy that integrates and moves selected consumer brands, excluding Livongo and certain international brands, under Teladoc Health, which will serve as the primary business-to-business-to-consumer brand that meets all consumer healthcare needs. The evolution of brand names resulted in the weighted average life of the trademarks decreasing from 9.5 years to 7.5 years as of January 1, 2022, and an acceleration of amortization expense being expensed over 2022 and 2023. This change resulted in additional amortization expense of $23.2 million for both the years ended December 31, 2023 and 2022, compared with the year ended December 31, 2021. Periodic amortization that will be charged to expense o ver the remaining life of the intangible assets as of December 31, 2023 was as follows (in thousands): Years Ending December 31, 2024 $ 359,304 2025 275,347 2026 217,685 2027 150,996 2028 and thereafter 674,449 $ 1,677,781 Refer to Note 6. “Goodwill” for the results of impairment testing of the Company’s intangible assets, including goodwill. Net cloud computing costs, which are primarily related to the implementation of the Company's CRM and ERP systems, are recorded in "Other assets" within the Company's Consolidated Balance Sheets. As of December 31, 2023 and 2022, those costs were $41.1 million and $25.4 million, respectively. The associated expense for cloud computing costs, which are recorded in general and administration expense, was $3.7 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities As of December 31, As of December 31, Client performance guarantees $ 36,934 $ 18,687 Marketing and advertising 34,427 35,055 Consulting fees/provider fees 16,416 16,407 Franchise, sales and other taxes 12,933 10,994 Operating lease liabilities – current 10,752 13,592 Professional fees 9,910 10,152 Information technology 7,605 4,278 Insurance 5,777 5,981 Staff augmentation 4,287 3,391 Lease abandonment obligation - current 3,800 3,247 Interest payable 1,481 1,480 Income taxes payable 621 3,817 Other 33,691 41,612 Total $ 178,634 $ 168,693 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Outstanding Convertible Senior Notes As of December 31, 2023, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo on June 4, 2020 for which the Company agreed to assume all of Livongo’s rights and obligations (the “Livongo Notes” and together with the 2027 Notes, the 2025 Notes and the 2022 Notes (as defined below), the “Notes”). On June 27, 2017, the Company issued, at par value, $275.0 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”), which were redeemed during the quarter ended March 31, 2021 as described below. The following table presents certain terms of the Notes that were outstanding as of December 31, 2023: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of December 31, 2023 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of December 31, 2023 (in millions) (1) $ 822.0 $ 0.3 $ 513.7 Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 $ 0.3 $ 480.6 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Conversion Rate Per $1,000 Principal Amount as of December 31, 2023 4.1258 18.6621 13.94 Remaining Contractual Life as of December 31, 2023 3.4 years 1.4 years 1.4 years (1) The Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. “Summary of Significant Accounting Policies.” All of the Notes are unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to such Notes; equal in right of payment to the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Holders may convert all or any portion of their Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding the applicable conversion date only under the following circumstances: • during any quarter (and only during such quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price for the applicable Notes on each applicable trading day; • during the five business day period after any 10 consecutive trading day period (or five consecutive trading day period in the case of the Livongo Notes) in which the trading price was less than 98% of the product of the last reported sale price of Company’s common stock and the conversion rate for the applicable Notes on each such trading day; • upon the occurrence of specified corporate events described under the applicable indenture; or • if the Company calls the applicable Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date. On or after the applicable conversion date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of such Notes, regardless of the foregoing circumstances. The 2027 Notes and the 2025 Notes are convertible into shares of the Company’s common stock at the applicable conversion rate shown in the table above. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 consecutive trading day observation period. The Livongo Notes are convertible at the applicable conversion rate shown in the table above into “units of reference property,” each of which is comprised of 0.592 of a share of the Company’s common stock and $4.24 in cash, without interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, units of reference property, or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and units of reference property, the amount of cash and units of reference property, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 40 consecutive trading day observation period. For each Note series, the Company may redeem for cash all or part of the Notes, at its option, on or after the applicable optional redemption date shown in the table above (and prior to the 41st scheduled trading day immediately preceding the maturity date in the case of the Livongo Notes) if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2027 Note or 2025 Note for redemption on or after the applicable optional redemption date will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the applicable indenture. If the Company undergoes a fundamental change (as defined in the applicable indenture) at any time prior to the maturity date of the Livongo Notes, holders will have the right, at their option, to require the Company to repurchase for cash all or any portion of their Livongo Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Livongo Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Company accounts for each Note series at amortized cost within the liability section of its Consolidated Balance Sheets. The Company has reserved an aggregate of 8.7 million shares of common stock for the Notes. The net carrying values of the Notes consisted of the following (in thousands): 2027 Notes As of December 31, As of December 31, Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (12,033) (15,430) Net carrying amount 987,967 984,570 2025 Notes Principal 725 725 Less: Debt discount, net (1) (4) (7) Net carrying amount 721 718 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) 0 0 Net carrying amount 550,000 550,000 Total net carrying amount $ 1,538,688 $ 1,535,288 (1) Included in the accompanying Consolidated Balance Sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. See Note 2. “Summary of Significant Accounting Policies.” The following table sets forth total interest expense recognized related to the Notes (in thousands): Year Ended December 31, 2027 Notes 2023 2022 2021 Contractual interest expense $ 12,500 $ 12,500 $ 12,500 Amortization of debt discount 3,396 3,342 37,070 Total $ 15,896 $ 15,842 $ 49,570 Effective interest rate 1.6 % 1.6 % 3.4 % Year Ended December 31, 2025 Notes 2023 2022 2021 Contractual interest expense $ 10 $ 10 $ 1,082 Amortization of debt discount 3 3 4,558 Total $ 13 $ 13 $ 5,640 Effective interest rate 1.8 % 1.8 % 4.7 % Year Ended December 31, Livongo Notes 2023 2022 2021 Contractual interest expense $ 4,813 $ 4,813 $ 4,813 Amortization of debt discount 0 0 19,310 Total $ 4,813 $ 4,813 $ 24,123 Effective interest rate 0.9 % 0.9 % 5.2 % Exchanges and Conversions of Convertible Senior Notes Due 2025 In 2021, the Company entered into privately negotiated agreements with certain holders of the 2025 Notes to exchange approximately $211.5 million aggregate principal amount of 2025 Notes for an aggregate of approximately 4.0 million shares of the Company’s common stock in private placement transactions pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, certain holders of the 2025 Notes converted their 2025 Notes in exchange for approximately 1.1 million shares of the Company’s common stock during the year ended December 31, 2021. As a result of the exchanges and conversions, the Company recorded a charge associated with the loss on extinguishment of debt net of transaction fees of $40.3 million during the year ended December 31, 2021. Redemption and Conversions of Convertible Senior Notes Due 2022 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Operating Leases The Company has operating leases for facilities, hosting co-location facilities, and certain equipment under non-cancelable leases in the U.S. and various international locations. The leases have remaining lease terms of less than one one area maintenance) for its leases. The components of lease expense reflected in the consolidated statements of operations were as follows (in thousands): Year Ended December 31, Lease cost 2023 2022 2021 Operating lease cost $ 15,458 $ 18,473 $ 14,087 Short-term lease cost 0 162 1,087 Total lease cost $ 15,458 $ 18,635 $ 15,174 In determining the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the original lease term and not the remaining lease term. Supplemental information related to operating leases was as follows (dollars in thousands): Year Ended December 31, Consolidated Statements of Cash Flows 2023 2022 2021 Cash payment for operating cash flows used for operating leases $ 16,265 $ 16,854 $ 14,531 Operating lease liabilities arising from obtaining right-of-use assets $ 14,437 $ 3,748 $ 11,598 Other Information Weighted-average remaining lease term (in years) 5.54 5.55 5.71 Weighted-average discount rate 6.33 % 6.08 % 5.88 % The Company leases office space under non-cancelable operating leases in the U.S. and various international locations. The future minimum lease payments under non-cancelable operating leases were as follows (in thousands): Operating Leases: As of December 31, 2024 $ 13,500 2025 12,299 2026 11,145 2027 8,123 2028 5,946 2029 and thereafter 13,057 Total future minimum payments 64,070 Less: imputed interest (10,481) Present value of lease liabilities $ 53,589 Accrued expenses and other current liabilities $ 10,752 Operating lease liabilities, net of current portion $ 42,837 The Company rents certain virtual healthcare platforms to selected qualified customers under arrangements that qualify as either sales-type lease or operating lease arrangements. Leases have terms that generally range from two |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company accounts for restructuring costs in accordance with ASC Subtopic 420-10, "Exit or Disposal Cost Obligations" and ASC Section 360-10-35, "Property, Plant and Equipment-Subsequent Measurement." The costs are recorded to the "Restructuring costs" line item within the Company's Consolidated Statements of Operations and Other Comprehensive Loss as they are recognized. The Company recorded $16.9 million of restructuring costs during the year ended December 31, 2023, of which $7.9 million was related to employee transition, severance payments, employee benefits, and related costs and $9.0 million was related to costs associated with office space reductions, including $5.2 million of right-of-use assets impairment charges. The Company recorded $7.4 million of restructuring costs during the year ended December 31, 2022, of which $1.4 million was related to employee transition, severance payments, employee benefits, and related costs and $6.0 million was related to costs associated with office space reductions, including $2.2 million of right-of-use assets impairment charges. The portion of these amounts to be settled by cash disbursements was accounted for as a restructuring liability under the line item "Accrued expenses and other current liabilities" in the Company's Consolidated Balance Sheets. The table below summarizes the accrual and charges incurred with respect to the Company's restructuring that are included in the line items "Accrued expenses and other current liabilities" in the Company's Consolidated Balance Sheet as of December 31, 2023 (in thousands): Restructuring Plan Severance Lease Termination Total Accrued Balance, January 1, 2022 $ 0 $ 0 $ 0 Initial costs 1,359 3,815 5,174 Cash payments (563) (568) (1,131) Accrued Balance, December 31, 2022 $ 796 $ 3,247 $ 4,043 Additions 7,890 3,847 11,737 Cash payments (8,686) (3,294) (11,980) Accrued Balance, December 31, 2023 $ 0 $ 3,800 $ 3,800 |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Stock Plans The Company’s 2023 Incentive Award Plan and 2023 Employment Inducement Incentive Award Plan (collectively, the “2023 Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. Previously, the Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (together with the 2023 Plans, collectively, the “Plans”) also provided for the issuance of such awards. The Company had 14,424,377 shares available for grant under the 2023 Plans at December 31, 2023. All stock-based awards to employees are measured based on the grant-date fair value, or replacement grant date fair value in relation to the Livongo transaction, and are generally recognized on a straight-line basis in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each RSU). Stock Options Options issued under the Plans are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Stock option activity under the Plans was as follows (in thousands, except share, per share amounts, and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Stock option grants 276,273 $ 20.45 N/A Stock options exercised (175,761) $ 8.42 N/A $ 3,016 Stock options forfeited (162,259) $ 46.85 N/A Balance at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Vested or expected to vest at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Exercisable at December 31, 2023 3,215,889 $ 26.07 4.20 $ 13,191 The total grant-date fair value of stock options granted during the years ended December 31, 2023, 2022, and 2021 was $3.2 million, $26.8 million, and $7.4 million, respectively. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The assumptions used are determined as follows: Volatility. The expected volatility was derived from the historical volatilities of the Company’s stock price over a period equivalent to the expected term of the stock option grants. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. 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. 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: Year Ended December 31, 2023 2022 2021 Volatility 65.6% - 68.2% 56.7% - 68.7% 56.1% - 58.1% Expected term (in years) 4.3 4.1 4.1 Risk-free interest rate 3.68% - 4.67% 1.13% - 4.36% 0.31%-1.02% Dividend yield 0 0 0 Weighted-average fair value of underlying stock options $11.45 $17.48 $67.37 For the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense related to stock options granted of $9.4 million, $20.3 million, and $93.0 million, respectively. As of December 31, 2023, the Company had $15.0 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 2.1 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. The Company records compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the board of directors ranges from one RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at December 31, 2022 6,481,669 $ 63.63 Granted 7,518,577 $ 26.12 Vested and issued (3,224,764) $ 66.82 Forfeited (1,323,070) $ 48.12 Balance at December 31, 2023 9,452,412 $ 34.70 Vested and unissued at December 31, 2023 162,171 $ 31.98 Non-vested at December 31, 2023 9,290,241 $ 34.61 The total grant-date fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $196.4 million, $322.2 million and $144.2 million, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company recorded stock-based compensation expense related to RSUs of $181.0 million, $179.4 million, and $182.4 million, respectively. As of December 31, 2023, the Company had $239.7 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.8 years. Performance Stock Units Stock-based compensation costs associated with the Company’s RSUs subject to performance criteria (“PSUs") are initially determined using the fair market value of the Company's common stock on the date the awards are granted (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement ranging from one until the performance conditions are met. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally range from 0% to 200% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards. PSU activity under the Plans was as follows: Shares Weighted-Average Balance at December 31, 2022 629,672 $ 99.07 Granted 1,297,725 $ 26.90 Vested and issued (117,966) $ 153.96 Forfeited (73,762) $ 43.77 Performance adjustment (1) (283,282) $ 0.00 Balance at December 31, 2023 1,452,387 $ 36.82 Vested and unissued at December 31, 2023 17,763 $ 23.19 Non-vested at December 31, 2023 1,434,624 $ 34.57 (1) Based on the Company's 2022 results, PSUs were attained at rates ranging from 0% to 86.25% of the target award. The total grant-date fair value of PSUs granted during the years ended December 31, 2023, 2022, and 2021 was $34.9 million, $35.9 million, and $70.4 million, respectively. For the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense related to PSUs of $7.1 million, $15.1 million, and $22.0 million, respectively. As of December 31, 2023, the Company had $31.5 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 ESPP in connection with its initial public offering. At the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of the Company’s common stock available for issuance under the ESPP by 3,000,000. A total of 4,113,343 shares of common stock have been reserved for issuance under this plan as of December 31, 2023. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During 2023, 2022, and 2021 the Company issued 592,308 shares, 271,159 shares, and 122,059 shares, respectively, under the ESPP. As of December 31, 2023, 2,800,781 shares remained available for issuance. For the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense related to the ESPP of $4.0 million, $3.0 million, and $5.2 million, respectively. As of December 31, 2023, the Company had $1.1 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.4 years. Total compensation costs for stock-based awards were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 5,478 $ 6,468 $ 8,280 Advertising and marketing 15,300 14,083 18,952 Sales 35,449 43,183 71,475 Technology and development 58,336 64,577 95,561 General and administrative 86,987 89,541 108,318 Total stock-based compensation expense $ 201,550 $ 217,852 $ 302,586 Capitalized stock-based compensation 19,439 18,238 13,175 Total stock-based compensation $ 220,989 $ 236,090 $ 315,761 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For financial reporting purposes, loss before provision for income taxes for the years ended December 31, 2023, 2022, and 2021 included the following components (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ (192,665) $ (13,303,130) $ (365,762) International (26,943) (360,213) (18,894) Total $ (219,608) $ (13,663,343) $ (384,656) The provision for income taxes was comprised of the following components (in thousands): Year Ended December 31, 2023 2022 2021 Current federal $ 0 $ 0 $ 0 Current state 1,439 3,007 567 Current foreign 1,225 1,021 2,595 Total current 2,664 4,028 3,162 Deferred federal (3,946) 770 49,008 Deferred state 5,388 (5,643) (6,276) Deferred foreign (3,346) (2,967) (1,757) Total deferred (1,904) (7,840) 40,975 Provision for income taxes $ 760 $ (3,812) $ 44,137 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: Year Ended December 31, 2023 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Goodwill impairment 0.0 (24.7) 0.0 State and local tax (1.3) 4.2 7.7 Acquisition expenses 0.0 0.0 2.0 Stock compensation (19.0) (0.3) 6.7 Non-deductible expenses 0.2 0.0 (0.5) Foreign rate differential 0.4 0.0 0.2 Change in valuation allowance (0.9) (0.1) (46.9) Other (0.7) (0.1) (1.7) Effective tax rate (0.3) % 0.0 % (11.5) % The Company’s deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 602,895 $ 658,409 Accrued expenses and compensation 3,684 4,933 Stock-based compensation 47,141 52,854 Foreign tax credits and alternative minimum tax credits 2,009 3,448 Depreciation of property and equipment 1,485 19 Interest expense carryforward 354 2,677 Operating lease assets 11,088 11,012 Deferred revenue 5,479 7,422 Capitalized R&D 43,629 21,987 Other 11,130 8,590 Deferred tax assets 728,894 771,351 Valuation allowance (418,234) (415,751) Net deferred tax assets 310,660 355,600 Deferred tax liabilities: Operating lease liabilities (8,341) (8,701) Depreciation of property and equipment 0 (551) Intangible assets (346,753) (396,408) Other (5,018) (879) Deferred tax liabilities (360,112) (406,539) Net deferred tax liabilities $ (49,452) $ (50,939) As of December 31, 2023, the Company had approximately $2,381.3 million of federal net operating loss (“NOL”) carryforwards, $1,347.4 million of state NOL carryforwards, and $85.7 million of foreign NOL carryforwards. The federal NOL carryforwards created starting in the year ended December 31, 2018 of $2,178.7 million will carry forward indefinitely, while the remaining federal NOL carryforwards of $202.6 million will begin to expire in 2028. A portion of the state and foreign NOL carryforwards will expire in 2024 and continue to expire in future years. As of December 31, 2023, the Company had approximately $2.0 million of foreign tax credits, which will continue to expire in 2024 and future years. As of December 31, 2023, the Company had no federal and state research and development credits. As of December 31, 2023, the Company had a valuation allowance of approximately $418.2 million against a portion of the U.S. and certain foreign deferred tax assets, for which realization cannot be considered more likely than not at this time. The valuation allowance increased by $2.5 million from December 31, 2022, as a result of current year operational loss and the impact of lower stock compensation deductions for tax purposes compared to the GAAP accrual. The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of the period $ 143,798 $ 110,848 $ 21,362 Unrecognized tax benefits assumed in a business combination 0 0 59,110 Additions based on prior year tax positions 6,677 12,151 43,399 Additions based on current year tax positions 21,091 20,799 1,490 Statute of limitations expirations 0 0 0 Release 0 0 (14,513) Balance at end of the period $ 171,566 $ 143,798 $ 110,848 The amount of unrecognized tax benefits as of December 31, 2023 that, if recognized, would reduce tax expense was approximately $171.6 million. The Company does not anticipate any of its unrecognized tax benefits to be settled within the next 12 months. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions in the U.S. and other countries, where applicable. The Company is open under the U.S. federal statute from 2019 to the present, although earlier years may be examined to the extent that loss carryforwards are used in open audit periods. The Company is currently under audit in a single foreign tax jurisdiction and one variable interest entity is separately under audit by the Internal Revenue Service for the 2020 and 2021 taxable years. There are no tax matters under discussion with taxing authorities that are expected to have a material effect on the Company's consolidated financial statements. The Company further believes that it has made adequate provision for all income tax uncertainties. During 2021, the Organization for Economic Co-operation and Development announced an agreed framework for “Pillar Two” and released detailed model rules for a global minimum corporate tax rate of fifteen percent (15%) which requires multilateral agreement(s) and/or country-specific legislative action to be effective. A few jurisdictions have implemented legislation with effective dates spanning from 2024 through 2026. The Company will continue to monitor further legislation by individual countries and is currently evaluating the potential impact of Pillar Two to its business in future periods. However, the Company is not likely to have any Pillar Two liability and minimal compliance responsibilities starting in 2024. The Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated, aside from undistributed earnings of $13.5 million for certain of the Company’s foreign subsidiaries that are intended to be indefinitely reinvested in operations outside the U.S. as of December 31, 2023. The amount of any unrecognized deferred tax liability on these undistributed earnings would be immaterial. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. As of December 31, 2023, the Company had 4.2 million outstanding stock options, 9.5 million outstanding RSUs, 1.5 million outstanding PSUs, and 0.6 million issuable shares of common stock associated with the ESPP. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2023 2022 2021 Net loss $ (220,368) $ (13,659,531) $ (428,793) Weighted-average shares used to compute basic and diluted net loss per share 164,578,219 161,457,123 156,939,349 Net loss per share, basic and diluted $ (1.34) $ (84.60) $ (2.73) |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Internal Revenue Code Section 401. All U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100% of eligible employee’s elective deferral up to 4% of $0.3 million of eligible earnings. The Company made matching contributions to participants’ accounts totaling $13.4 million, $12.1 million, and $11.3 million during the years ended December 31, 2023, 2022, and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company has contractual obligations to make future payments related to its outstanding convertible senior notes, which is presented in Note 10. Convertible Senior Notes, and its long-term operating leases, which is presented in Note 11. Leases. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising in the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages, or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. As of the date of these financial statements, Teladoc Health’s management does not expect any litigation matter to have a material adverse impact on its business, financial condition, results of operations, or cash flows. On June 6, 2022, a purported securities class action complaint (Schneider v. Teladoc Health, Inc., et. al.) was filed in the U.S. District Court for the Southern District of New York against the Company and certain of the Company’s officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period October 28, 2021 through April 27, 2022. The complaint asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder based on allegedly false or misleading statements and omissions with respect to, among other things, the Company’s business, operations, and prospects. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. On August 2, 2022, a duplicative purported securities class action complaint (De Schutter v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Eastern District of New York. The claims and parties in De Schutter were substantially similar to those in Schneider. The De Schutter case was transferred on consent to the Southern District court, and the Schneider and De Schutter actions have now been consolidated under the caption In re Teladoc Health, Inc. Securities Litigation. On August 23, 2022, the court appointed Leadersel Innotech ESG as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995. The lead plaintiff filed an amended complaint on September 30, 2022, on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period February 24, 2021 to July 27, 2022, and filed a second amended complaint on December 6, 2022, on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period February 11, 2021 to July 27, 2022. On July 5, 2023, the court granted the defendants’ motion to dismiss the complaint. On November 17, 2023, the lead plaintiff filed an appeal in the United States Court of Appeals for the Second Circuit. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the appeal and any further proceedings in the lawsuit vigorously. On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Southern District of New York against the Company as a nominal defendant and certain of the Company’s officers and directors. The complaint asserts violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets in connection with factual assertions similar to those in the purported securities class action complaints described above. The complaint seeks damages to the Company allegedly sustained as a result of the acts and omissions of the named officers and directors and seeks an order directing the Company to reform and improve the Company’s corporate governance. On September 6, 2022, a duplicative verified stockholder derivative complaint (Hendry v. Teladoc Health, Inc., et. al.) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Hendry were substantially similar to those in Vaughn. The Vaughn and Hendry actions have now been consolidated under the caption In re Teladoc Stockholder Derivative Litigation, and a consolidated complaint was filed on November 29, 2022. The consolidated complaint also asserts violations of Section 14(a) of the Securities Exchange Act of 1934. The parties subsequently stipulated to transfer the action to the U.S. District Court for the District of Delaware, and on December 22, 2022 the parties agreed, and the Court ordered, to stay all proceedings until final resolution, including exhaustion of appeals, of the motion to dismiss filed in the purported securities class action complaint described above. On July 30, 2020, the Company’s subsidiary BetterHelp, Inc. (“BetterHelp”) received a Civil Investigative Demand from the U.S. Federal Trade Commission (“FTC”) as part of its non-public investigation to determine whether BetterHelp engaged in unfair business practices in violation of the Federal Trade Commission Act. In March 2023, BetterHelp and the FTC entered into a tentative settlement of all claims arising from the FTC’s investigation and agreed to a consent order that required the Company to make a $7.8 million payment to the FTC. The settlement, including the consent order, received final approval from the FTC on July 14, 2023. There have been multiple putative class-action litigations filed against BetterHelp in connection with the above-referenced FTC settlement and consent order. The actions have been filed in California federal and state courts and in Canada. The cases are substantially similar, involving allegations of misleading patients as to BetterHelp’s use of patient data and associated alleged violations of law involving privacy, advertising, contract and tort. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuits vigorously. On February 13, 2023, Data Health Partners, Inc. (“Data Health Partners”) filed a lawsuit against the Company in the U.S. District Court for the District of Delaware alleging that certain of the Company’s products, including its blood glucose meter, infringe upon certain patents held by Data Health Partners and seeking unspecified damages, attorney’s fees and costs. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuit vigorously. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments ASC Subtopic 280-10, “ Segment Reporting, ” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the CODM and is responsible for reviewing financial information presented on a segment basis for purposes of making operating decisions and assessing financial performance. The CODM measures and evaluates segments based on segment operating revenues together with Adjusted EBITDA. The Company excludes the following items from segment Adjusted EBITDA: provision for income taxes; other (income) expense, net; interest income; interest expense; depreciation; amortization; goodwill impairment; loss on extinguishment of debt; stock-based compensation; restructuring costs; and acquisition, integration, and transformation charges. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliation that follows. The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled metrics computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion. Operating revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are based upon allocation methodologies, including the following: revenue, headcount, time and other relevant usage measures, and/or a combination of such. The Company has two reportable segments: Teladoc Health Integrated Care and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual therapy and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis. Other reflects certain revenues and charges not related to ongoing segment operations. The CODM does not review any information regarding total assets on a segment basis. Segments do not record intersegment revenues, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for the Company as a whole. The following table presents revenues by segment (in thousands): Year Ended December 31, 2023 2022 2021 Teladoc Health Integrated Care $ 1,468,794 $ 1,373,900 $ 1,300,878 BetterHelp 1,133,621 1,019,646 721,238 Other (1) 0 13,294 10,591 Total Consolidated Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707 The following table presents Adjusted EBITDA by segment (in thousands): Year Ended December 31, 2023 2022 2021 Teladoc Health Integrated Care $ 191,871 $ 135,153 $ 144,021 BetterHelp 136,249 114,116 121,702 Other (1) 0 (2,756) 2,114 Total Consolidated Adjusted EBITDA $ 328,120 $ 246,513 $ 267,837 _________________________________________ (1) Other reflects certain revenues and expenses not related to ongoing segment operations. The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands): Year Ended 2023 2022 2021 Teladoc Health Integrated Care $ 191,871 $ 135,153 $ 144,021 BetterHelp 136,249 114,116 121,702 Other 0 (2,756) 2,114 Total consolidated Adjusted EBITDA 328,120 246,513 267,837 Adjustments to reconcile to consolidated net loss: Goodwill impairment 0 (13,402,812) 0 Loss on extinguishment of debt 0 0 (43,748) Interest income 46,782 12,674 776 Interest expense (22,282) (21,944) (81,141) Other income (expense), net 4,445 (859) 5,088 Depreciation (11,138) (11,407) (8,941) Amortization (325,933) (244,620) (195,298) Stock-based compensation (201,550) (217,852) (302,586) Acquisition, integration, and transformation costs (21,110) (15,620) (26,643) Restructuring costs (16,942) (7,416) 0 Loss before provision for income taxes (219,608) (13,663,343) (384,656) Provision for income taxes (760) 3,812 (44,137) Net loss $ (220,368) $ (13,659,531) $ (428,793) Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands): As of December 31, 2023 2022 United States $ 28,096 $ 25,935 Other 3,936 3,706 Total long-lived assets $ 32,032 $ 29,641 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsAs a result of its comprehensive operational review of the business to drive efficiency in order to reduce costs and improve profit growth, the Company expects to incur pre-tax charges in the range of $12 million to $16 million in the year ending December 31, 2024, of which approximately $11 million is expected to occur in the quarter ending March 31, 2024. The charges will primarily relate to employee transition, severance, employee benefits and other costs needed to execute on various optimization initiatives. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Valuation and Qualifying Accounts (in thousands): Descriptions Balance at Provision Other Write-offs Balance at Allowance for Doubtful Accounts 2023 $ 4,324 $ 4,686 $ 3,001 $ (7,771) $ 4,240 2022 $ 11,269 $ 2,815 $ 464 $ (10,224) $ 4,324 2021 $ 6,412 $ 10,603 $ 4,500 $ (10,246) $ 11,269 Income Tax Valuation Allowance 2023 (1) $ 415,751 $ 1,904 $ 579 $ 0 $ 418,234 2022 (2) $ 335,809 $ 18,966 $ 60,976 $ 0 $ 415,751 2021 (3) $ 107,984 $ 179,364 $ 48,461 $ 0 $ 335,809 (1) Other reflects currency translation adjustments. (2) Other primarily reflects adjustments related to the adoption of ASU 2020-06. For additional information, see Note 2. "Summary of Significant Accounting Policies" to the consolidated financial statements. (3) Other primarily reflects adjustments i) recorded against goodwill related to the acquisition of Livongo and ii) recorded against additional paid-in capital related to the conversion of certain convertible senior notes. For additional information, see Note 10. "Convertible Senior Notes" to the consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (220,368) | $ (13,659,531) | $ (428,793) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Arnnon Geshuri [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On December 8, 2023, Arnnon Geshuri, our Chief People Officer, adopted a Rule 10b5-1 trading plan. Mr. Geshuri's trading plan provides for the exercise of up to 67,500 stock options and the sales of the underlying shares of our common stock through December 2024. | |
Name | Arnnon Geshuri | |
Title | Chief People Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Arrangement Duration | 389 days | |
Aggregate Available | 67,500 | 67,500 |
Andrew Turitz August 2022 Plan [Member] | Andrew Turitz [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On October 20, 2023, Andrew Turitz, our Executive Vice President of Corporate Development, terminated a Rule 10b5-1 Trading Plan, which was originally adopted on August 26, 2022 and modified on July 28, 2023, and provided for the sale of 10,000 shares of our common stock through October 2023. | |
Name | Andrew Turitz | |
Title | Executive Vice President of Corporate Development | |
Adoption Date | August 26, 2022 | |
Rule 10b5-1 Arrangement Terminated | true | |
Arrangement Duration | 431 days | |
Aggregate Available | 10,000 | 10,000 |
Andrew Turitz November 2023 Plan [Member] | Andrew Turitz [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 27, 2023, Mr. Turitz adopted a new Rule 10b5-1 trading plan. Mr. Turitz's trading plan provides for the sale of up to 17,547 shares of our common stock through December 2024. | |
Name | Mr. Turitz | |
Title | Executive Vice President of Corporate Development | |
Rule 10b5-1 Arrangement Adopted | true | |
Arrangement Duration | 400 days | |
Aggregate Available | 17,547 | 17,547 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation |
Principles of Consolidation | The Company holds a variable interest in the THMG Association, which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The THMG 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 THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. 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 the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. |
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 and economic factors, and various other assumptions that the Company believes are necessary 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. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Consolidated Statement of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Consolidated Financial Statements. Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, deferred device and contract costs, allowances for sales and for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies, litigation and related legal accruals, the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Annual Report on Form 10-K. |
Segment Information | Segment Information |
Fair Value Measurements | Fair Value Measurements The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets. |
Revenue Recognition/ Deferred Revenue/ Leases of Hosted Virtual Healthcare Platform | Revenue Recognition The Company follows the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606. ASC Topic 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The core principle of ASC Topic 606 is to recognize revenue to depict the transfer of promised goods or services to the Company’s customers, which primarily consist of employers, health plans, hospitals and health systems, insurance, and financial services companies (collectively “Clients”) as well as individual members, in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: • Identification of the contract, or contracts, with a Client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, the Company satisfies a performance obligation. Integrated Care Segment As it relates to the Company’s Integrated Care segment, the Company primarily generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s Client contracts include a per-member-per-month (“PMPM”) access fee as well as certain contracts that also include additional revenue on a per-virtual healthcare visit basis for general medical, or other specialty visits or expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per healthcare visit basis for general medical and other specialty visits. The Company records access fees from Clients accessing its professional provider network or hosted virtual healthcare platform or chronic care management platforms, visit fee revenue for general medical, expert medical service and other specialty visits as well as other revenue primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Visit and other revenues are reported as “Other” revenue in the Company’s consolidated financial statements. Revenue is also generated from contracts with Clients in hospital and health systems for the sale and rental of equipment consisting of virtual healthcare devices which allow physicians to access the Company’s hosted virtual healthcare platform. These contracts also include multiple performance obligations, and the Company determines the standalone selling prices based on overall pricing objectives. In some arrangements, the Company’s devices are rented to certain qualified Clients that qualify as either sales-type lease or operating lease arrangements and are subject to lease accounting guidance. Revenue is also generated from contracts with Clients for the Company’s chronic care management solutions. Substantially all of this revenue is derived from monthly access fees that are recognized as services are rendered and earned under subscription agreements with Clients that are based on a per-participant-per-month model, using the number of active enrolled members each month for the minimum enrollment period. These solutions integrate devices, supplies, access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and are considered a single continuous service comprised of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). These services are consumed as they are received, and the Company recognizes revenue each month using the variable consideration allocation exception since the nature of the obligations and the variability of the payment being based on the number of active members are aligned. The Company’s Client agreements generally have a term of one For contracts where revenue is generated on a per healthcare visit basis, revenues are recognized when the visits are completed as the Company has delivered on its stand ready obligation to provide access. For other revenue, which primarily includes virtual healthcare devices, the Company’s performance obligation is satisfied when the equipment is provided to the Client and revenue is recognized at a point in time upon shipment. The Company generally bills for virtual healthcare services on a monthly basis, in advance or in arrears depending on the service, with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that Client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and for certain contracts include a variable transaction price as the number of members may vary from period to period. The Company estimates this amount based on historical experience. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. Additionally, certain of the Company’s contracts include Client performance guarantees and pricing adjustments that are based upon minimum member utilization and guarantees by the Company for specific service level performance, member satisfaction scores, cost savings or other value achievements or guarantees, and health outcome guarantees. Performance guarantees are estimated at each reporting period based on the Company’s historical performance or other available information of the underlying criteria or the customer’s specific performance as of that reporting date. Any estimated adjustments to the contract price for achieving or not achieving the performance guarantee are recognized as an adjustment to revenue in the period. For the years ended December 31, 2023, 2022, and 2021, revenue recognized from performance obligations for changes in estimated transaction price or Client performance guarantees was $14.7 million, $4.4 million, and $5.6 million, respectively. The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since the majority of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations. For additional revenue, deferred revenue, deferred costs, and disclosures, refer to Note 3. “Revenue, Deferred Revenue, and Deferred Costs and Other.” BetterHelp Segment As it relates to the BetterHelp segment, users can purchase virtual therapy services for an access fee, generally on a monthly basis. For other wellness services, users can purchase access to their consumer application for a subscription fee, generally for a period of one year. BetterHelp also provides virtual therapy services to employers as part of employee assistance programs, with revenues recorded based on completion of visit. The BetterHelp service provides for member refunds. The Company estimates the expected amount of refunds to be issued based on historical experience, which are recorded as a reduction of revenue. The Company issued refunds of approximately $93.0 million, $79.2 million, and $67.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue is derived from: 1) upfront payments for a device, which is amortized ratably over the expected member enrollment period; 2) upfront payments for certain services where payment is required for future periods before the service is delivered to the member, which is recognized when the services are provided; and 3) upfront payments from third-party financing companies with whom the Company works to provide certain Clients with a rental option, which is recognized over the rental period. Deferred revenue that will be recognized during the next twelve- month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue. Leases of Hosted Virtual Healthcare Platform The Company rents its hosted virtual healthcare platform for certain Clients under arrangements that qualify primarily as operating lease arrangements. The contracts include equipment consisting of virtual health devices which allow physicians access to the platform and there are multiple performance obligations where the Company determines the standalone selling prices based on overall selling prices and pricing objectives. In determining whether a transaction should be classified as a sales-type or operating lease, the Company considers whether: (1) ownership of the virtual healthcare device transfers to the lessee by the end of the term of the lease, (2) the lease grants the lessee an option to purchase the virtual healthcare device that the lessee is reasonably certain to exercise, (3) the lease term is for the major part of the remaining useful life of the virtual healthcare device, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the virtual healthcare device, and (5) it is expected that there will be no alternative use for the virtual healthcare device at the end of the lease term. The Company generally recognizes revenue for virtual healthcare devices in sales-type leases at a point in time upon shipment by the Client provided all other revenue recognition criteria have been met. For operating lease arrangements, revenue for the virtual healthcare device is recognized over the lease term and generally on a straight-line basis. For both sales-type and operating lease arrangement, revenue associated with virtual healthcare platform access is recognized over the lease term on a straight-line basis. |
Deferred Device and Contract Costs | Deferred Device and Contract Costs Deferred device costs consist of cost of inventory incurred in connection with delivery of services that are deferred and amortized over the shorter of the expected member enrollment period or the expected device life and recorded as cost of revenue. Deferred contract costs represent the incremental costs of obtaining a contract with a Client if the Company expects to recover such costs. The primary example of the Company’s costs to obtain a contract include incremental sales commissions to obtain contracts paid to its sales organization. A portion of these incremental costs to obtain Client contracts are deferred and then amortized on a straight-line basis over the period of benefit, which has been determined to be four years. The amounts subject to the services period are amortized in sales expense in the consolidated statement of operations. Deferred device and contract costs that are to be amortized within twelve months are recorded to deferred device and contract costs, current and the remainder is recorded to deferred device and contract costs, noncurrent on the Company’s consolidated balance sheets. |
Cost of Revenue (exclusive of depreciation and amortization, which is shown separately) | Cost of Revenue (exclusive of depreciation and amortization, which are shown separately) Cost of revenue (exclusive of depreciation and amortization, which are shown separately) primarily consists of fees paid to the physicians and other health professionals; product costs; costs incurred in connection with the Company’s provider network operations and data center activities, which include employee-related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) costs related to Client support; provider network operations center activities; medical records; magnetic resonance imaging; medical lab tests; translation; postage and medical malpractice insurance, and deferred device costs. |
Technology and Development | Technology and Development Technology and development expenses include the costs of operating the Company’s on-demand technology infrastructure that are not directly related to changes in revenue or volume of visits, including certain licensed applications, information technology infrastructure, security, and compliance. The technology and development line item also contains amounts charged to expense for research and development, which include costs of new product development, costs to add new features or improve reliability or scalability of existing applications, and other software development and engineering costs to the extent that they are not capitalized. The research and development expenses may enable future revenue growth but are not directly related to current revenues. |
Research and Development Costs | Research and Development Costs Research and development costs include costs of new product development, costs to add new features or improve reliability or scalability of existing applications, and other software development and engineering costs to the extent that they are not capitalized. The research and development expenses may enable future revenue growth but are not directly related to changes in current revenues. Research and development costs are recorded as a component of technology and development in the Company’s consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company’s cash and cash equivalents primarily consist of investments in money market funds. Cash and cash equivalents are stated at fair value. |
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 reflects the Company’s best estimate of expected losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information, and other currently available evidence. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. |
Inventories | Inventories Inventories consist of purchased components for assembling welcome kits, refill kits, and replacement components for the Company’s chronic care management solutions, and virtual health devices manufactured for sale or lease as part of the Company’s hosted virtual healthcare platform solution. Inventories are stated at the lower of cost and net realizable value. The cost of inventories is determined on a first-in, first-out (“FIFO”) basis or on a weighted average cost basis which approximates the FIFO basis. Inventory costs include direct materials, direct labor and contracting costs, certain indirect labor and manufacturing overhead, and inbound shipping charges. Inventories are assessed on a periodic basis for potentially obsolete and slow-moving inventory with write-downs being recorded when identified. Write-downs are measured as the difference between cost of the inventory and net realizable value based upon assumptions about future demand and obsolescence, and charged to cost of revenue (exclusive of depreciation and amortization, which are shown separately) in the accompanying consolidated statement of operations. At the point of the loss recognition, a new lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Property and Equipment/ Rental 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 Rental equipment 4.3 years Rental Equipment Equipment is assigned to the rental pool upon the execution of a sales leasing arrangement. Rental equipment assets are generally stated at cost, less accumulated depreciation and reflected in property and equipment, net. Depreciation of rental equipment is provided on a straight-line basis, over the estimated useful lives of the respective assets, which is generally 4.3 years and is charged to cost of revenues. Maintenance and repairs are charged to expense as incurred while 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. |
Operating Leases | Operating Leases The Company accounts for its leases under the standards set forth under ASC Topic 842, “Leases" |
Capitalized Software Development Costs | Capitalized Software Development Costs Capitalized software development costs are included in intangible assets and are amortized on a straight-line basis over three |
Goodwill | Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on October 1 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in the Company's market capitalization, as indicated by its publicly quoted share price. As of December 31, 2023, the Company operates as two reporting units under the guidance in ASC 350, “Intangibles- Goodwill and Other,” the Teladoc Health Integrated Care reporting unit and the BetterHelp reporting unit. When testing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of its reporting units is less than its carrying amount. If the Company elects to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, the Company performs a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if the Company’s reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge based on that difference. To determine reporting unit fair value as part of the quantitative test, the Company uses a weighting of fair values derived from the income approach and the market approach. Under the income approach, the Company projects its future cash flows and discount these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and its long-term business strategy. As such, key estimates and factors used in this method include, but are not limited to, revenue, margin and operating expense growth rates; as well as a discount rate and a terminal growth rate. Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare the Company’s reporting unit to similar publicly traded companies. In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value. |
Other Intangible Assets | Other Intangible Assets Other intangible assets include client relationships, acquired technology, and trademarks resulting from business acquisitions as well as capitalized software development costs. The Company amortizes these definite-lived intangible assets over their estimated useful lives and review the estimated useful lives on a quarterly basis to determine if the period of economic benefit has changed. Customer relationships are amortized over a period of two four three Definite-lived intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value. |
Convertible Senior Notes | Convertible Senior Notes |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation for stock options and restricted stock units (“RSUs”) granted 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 the vesting period of the award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Stock-based compensation for performance stock units (“PSUs”) granted is measured based on the grant-date fair value of the awards and recognized on an accelerated tranche by tranche basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The ultimate number of PSUs that are issued to an employee is the result of the actual performance under the terms of the awards at the end of the performance period compared to the performance targets and generally range from 0% to 200% of the initial grant. The Company recognizes forfeitures of share-based awards as they occur. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. |
Income Taxes | Income Taxes The Company’s provision for income taxes, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management's best assessment of estimated current and future taxes to be paid. The objectives for accounting for income taxes, as prescribed by the relevant accounting guidance, are to recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in the financial statements. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The assumptions about future tax consequences require significant judgment and variations in the actual outcome of these consequences could materially impact the Company’s results of operations. The Company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Determination of valuation allowances recorded against deferred tax assets requires significant judgment and use of assumptions, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing valuation allowances, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of tax expense. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity. |
Net Loss Per Share | 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, including outstanding stock options and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. |
Third-party Advertising and Marketing Expenses | Third-party Advertising and Marketing Expenses |
Concentrations of Risk | Concentrations of Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although the Company deposits its cash with multiple financial institutions in the U.S. and in foreign countries, its deposits, at times, may exceed federally insured limits. The Company holds a significant amount of its cash equivalents in a portfolio of government and institutional prime money market funds. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Recently Adopted Accounting Standards and and Recently Issued Accounting Standards | Recently Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2021-08 is effective, on a prospective basis, for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted this guidance on January 1, 2023 and it did not have any impact on the Company’s financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820)—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” to clarify that an equity security subject to a contractual sale restriction does not take that restriction into consideration when measuring its fair value and to require specific disclosures related to such an equity security. ASU 2022-03 is effective for annual reporting periods, including interim periods, beginning after December 15, 2023, with early adoption permitted. The provisions of ASU 2022-03 are to be applied prospectively with any adjustments made to earnings on the date of adoption. The adoption of ASU 2022-03 did not have any impact on the Company’s financial statements. In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50)—Disclosure of Supplier Finance Program Obligations,” to provide guidance on disclosure requirements for supplier finance programs and improve information transparency by requiring the disclosure of key terms of the program, amounts outstanding that remain unpaid, a description of where those amounts are presented in the balance sheet, and a roll forward of any outstanding obligations. ASU 2022-04 is effective for annual reporting periods, including interim periods therein, beginning after December 15, 2022, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. The adoption of ASU 2022-04 did not have any impact on the Company’s financial information. Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)—Improvements to Report Segment Disclosures” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses so that investors can better understand an entity’s overall performance. The amendments are effective for annual reporting periods beginning after December 15, 2023, and interim periods, beginning after December 15, 2024, with early adoption permitted. The provisions of ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of adopting ASU 2023-07 on its financial disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Property and Equipment Estimated Useful Lives | 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 Rental equipment 4.3 years Property and equipment, net, consisted of the following (in thousands): As of December 31, 2023 2022 Computer equipment $ 35,992 $ 29,322 Furniture and equipment 14,661 14,861 Leasehold improvement 24,293 13,298 Rental equipment 15,106 12,679 Construction in progress 1,719 7,193 Total 91,771 77,353 Accumulated depreciation (59,739) (47,712) Property and equipment, net $ 32,032 $ 29,641 |
Revenue, Deferred Revenue, an_2
Revenue, Deferred Revenue, and Deferred Costs and Other (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2023 2022 2021 Revenue by Type Access fees $ 2,282,521 $ 2,103,814 $ 1,740,170 Other 319,894 303,026 292,537 Total Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707 Revenue by Geography U.S. revenue $ 2,237,533 $ 2,101,015 $ 1,774,024 International revenue 364,882 305,825 258,683 Total Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707 |
Deferred Device and Contract Costs | Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands): As of December 31, As of December 31, Deferred device and contract costs, current $ 32,703 $ 29,956 Deferred device and contract costs, noncurrent 17,573 8,404 Total deferred device and contract costs $ 50,276 $ 38,360 Deferred device and contract costs were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2022 $ 38,360 Additions 57,964 Cost of revenue recognized (46,048) Ending balance as of December 31, 2023 $ 50,276 |
Deferred Revenue Activities | The following table summarizes deferred revenue activities for the periods presented (in thousands): Year Ended December 31, 2023 2022 Beginning balance $ 113,786 $ 102,007 Cash collected 87,683 100,028 Revenue recognized (92,187) (88,249) Ending balance $ 109,282 $ 113,786 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): As of December 31, As of December 31, Raw materials and purchased parts $ 9,338 $ 25,800 Work in process 299 394 Finished goods 19,876 30,148 Total inventories $ 29,513 $ 56,342 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | As of December 31, As of December 31, Prepaid expenses $ 65,651 $ 63,159 Deferred device and contract costs, current 32,703 29,956 Other receivables 12,640 25,091 Other current assets 7,443 12,104 Total prepaid expenses and other current assets $ 118,437 $ 130,310 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill consisted of the following (in thousands): Teladoc Health Integrated Care BetterHelp Total Balance as of December 31, 2021 $ 0 $ 0 $ 14,504,174 Impairment 0 0 (12,270,000) Currency translation adjustment 0 0 (28,172) Reassignment to reporting units at October 1, 2022 1,132,812 1,073,190 2,206,002 Impairment (1,132,812) 0 (1,132,812) Currency translation adjustment 0 0 0 Balance as of December 31, 2022 0 1,073,190 1,073,190 Currency translation adjustment 0 0 0 Balance as of December 31, 2023 $ 0 $ 1,073,190 $ 1,073,190 |
Significant Inputs Used in Goodwill Impairment Analysis on each Testing Date | The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each testing date related to those triggering events and the annual impairment test. Testing Dates Reporting Unit Discount Rate Peer Group Revenue Multiples Excess of Reporting Unit Fair Value over Carrying Value March 31, 2022 Consolidated 12.0% 3.5x/3.0x None June 30, 2022 Consolidated 16.0% 2.0x/1.8x None October 1, 2022 Consolidated, 12.5% 1.65x/1.5x None, Pre-reassignment October 1, 2022 Teladoc Health 12.0% 1.2x/1.0x No remaining goodwill October 1, 2022 BetterHelp 13.5% 1.6x/1.3x Significant amount |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 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 Rental equipment 4.3 years Property and equipment, net, consisted of the following (in thousands): As of December 31, 2023 2022 Computer equipment $ 35,992 $ 29,322 Furniture and equipment 14,661 14,861 Leasehold improvement 24,293 13,298 Rental equipment 15,106 12,679 Construction in progress 1,719 7,193 Total 91,771 77,353 Accumulated depreciation (59,739) (47,712) Property and equipment, net $ 32,032 $ 29,641 |
Intangible Assets, Net and Ce_2
Intangible Assets, Net and Certain Cloud Computing Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible assets, net consisted of the following (dollars in thousands): Useful Gross Value Accumulated Net Carrying Weighted December 31, 2023 Client relationships 2 to 20 years $ 1,460,857 $ (391,196) $ 1,069,661 12.5 Trademarks 2 to 15 years 325,479 (189,330) 136,149 6.9 Software 3 to 5 years 456,583 (161,108) 295,475 2.5 Acquired technology 4 to 7 years 341,814 (165,318) 176,496 3.7 Intangible assets, net $ 2,584,733 $ (906,952) $ 1,677,781 9.3 December 31, 2022 Client relationships 2 to 20 years $ 1,458,384 $ (291,993) $ 1,166,391 13.5 Trademarks 2 to 15 years 325,171 (98,303) 226,868 7.0 Software 3 to 5 years 294,629 (78,373) 216,256 2.7 Acquired technology 4 to 7 years 343,067 (115,817) 227,250 4.7 Intangible assets, net $ 2,421,251 $ (584,486) $ 1,836,765 10.4 |
Amortization of Intangible Assets Expense by Components | The following table presents the Company's amortization of intangible assets expense by component (in thousands): Year Ended December 31, 2023 2022 2021 Amortization of acquired intangibles $ 242,976 $ 198,522 $ 180,249 Amortization of capitalized software 82,957 46,098 15,049 Amortization of intangible assets expense $ 325,933 $ 244,620 $ 195,298 |
Periodic Amortization to be Charged to Expense over the Remaining Life of Intangible Assets | Periodic amortization that will be charged to expense o ver the remaining life of the intangible assets as of December 31, 2023 was as follows (in thousands): Years Ending December 31, 2024 $ 359,304 2025 275,347 2026 217,685 2027 150,996 2028 and thereafter 674,449 $ 1,677,781 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities As of December 31, As of December 31, Client performance guarantees $ 36,934 $ 18,687 Marketing and advertising 34,427 35,055 Consulting fees/provider fees 16,416 16,407 Franchise, sales and other taxes 12,933 10,994 Operating lease liabilities – current 10,752 13,592 Professional fees 9,910 10,152 Information technology 7,605 4,278 Insurance 5,777 5,981 Staff augmentation 4,287 3,391 Lease abandonment obligation - current 3,800 3,247 Interest payable 1,481 1,480 Income taxes payable 621 3,817 Other 33,691 41,612 Total $ 178,634 $ 168,693 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Outstanding | The following table presents certain terms of the Notes that were outstanding as of December 31, 2023: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of December 31, 2023 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of December 31, 2023 (in millions) (1) $ 822.0 $ 0.3 $ 513.7 Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 $ 0.3 $ 480.6 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Conversion Rate Per $1,000 Principal Amount as of December 31, 2023 4.1258 18.6621 13.94 Remaining Contractual Life as of December 31, 2023 3.4 years 1.4 years 1.4 years (1) |
Net Carrying Values of Debt | The net carrying values of the Notes consisted of the following (in thousands): 2027 Notes As of December 31, As of December 31, Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (12,033) (15,430) Net carrying amount 987,967 984,570 2025 Notes Principal 725 725 Less: Debt discount, net (1) (4) (7) Net carrying amount 721 718 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) 0 0 Net carrying amount 550,000 550,000 Total net carrying amount $ 1,538,688 $ 1,535,288 (1) Included in the accompanying Consolidated Balance Sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. See Note 2. “Summary of Significant Accounting Policies.” |
Total Interest Expense Recognized Related to Debt | The following table sets forth total interest expense recognized related to the Notes (in thousands): Year Ended December 31, 2027 Notes 2023 2022 2021 Contractual interest expense $ 12,500 $ 12,500 $ 12,500 Amortization of debt discount 3,396 3,342 37,070 Total $ 15,896 $ 15,842 $ 49,570 Effective interest rate 1.6 % 1.6 % 3.4 % Year Ended December 31, 2025 Notes 2023 2022 2021 Contractual interest expense $ 10 $ 10 $ 1,082 Amortization of debt discount 3 3 4,558 Total $ 13 $ 13 $ 5,640 Effective interest rate 1.8 % 1.8 % 4.7 % Year Ended December 31, Livongo Notes 2023 2022 2021 Contractual interest expense $ 4,813 $ 4,813 $ 4,813 Amortization of debt discount 0 0 19,310 Total $ 4,813 $ 4,813 $ 24,123 Effective interest rate 0.9 % 0.9 % 5.2 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of Operating Lease Expense and Supplemental Information | The components of lease expense reflected in the consolidated statements of operations were as follows (in thousands): Year Ended December 31, Lease cost 2023 2022 2021 Operating lease cost $ 15,458 $ 18,473 $ 14,087 Short-term lease cost 0 162 1,087 Total lease cost $ 15,458 $ 18,635 $ 15,174 Year Ended December 31, Consolidated Statements of Cash Flows 2023 2022 2021 Cash payment for operating cash flows used for operating leases $ 16,265 $ 16,854 $ 14,531 Operating lease liabilities arising from obtaining right-of-use assets $ 14,437 $ 3,748 $ 11,598 Other Information Weighted-average remaining lease term (in years) 5.54 5.55 5.71 Weighted-average discount rate 6.33 % 6.08 % 5.88 % |
Future Minimum Lease Payments | The future minimum lease payments under non-cancelable operating leases were as follows (in thousands): Operating Leases: As of December 31, 2024 $ 13,500 2025 12,299 2026 11,145 2027 8,123 2028 5,946 2029 and thereafter 13,057 Total future minimum payments 64,070 Less: imputed interest (10,481) Present value of lease liabilities $ 53,589 Accrued expenses and other current liabilities $ 10,752 Operating lease liabilities, net of current portion $ 42,837 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Accrual and Charges Incurred Related to Restructuring | The table below summarizes the accrual and charges incurred with respect to the Company's restructuring that are included in the line items "Accrued expenses and other current liabilities" in the Company's Consolidated Balance Sheet as of December 31, 2023 (in thousands): Restructuring Plan Severance Lease Termination Total Accrued Balance, January 1, 2022 $ 0 $ 0 $ 0 Initial costs 1,359 3,815 5,174 Cash payments (563) (568) (1,131) Accrued Balance, December 31, 2022 $ 796 $ 3,247 $ 4,043 Additions 7,890 3,847 11,737 Cash payments (8,686) (3,294) (11,980) Accrued Balance, December 31, 2023 $ 0 $ 3,800 $ 3,800 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Activity | Stock option activity under the Plans was as follows (in thousands, except share, per share amounts, and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Stock option grants 276,273 $ 20.45 N/A Stock options exercised (175,761) $ 8.42 N/A $ 3,016 Stock options forfeited (162,259) $ 46.85 N/A Balance at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Vested or expected to vest at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Exercisable at December 31, 2023 3,215,889 $ 26.07 4.20 $ 13,191 |
Assumptions Used for Estimate of Fair Value of Options | 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: Year Ended December 31, 2023 2022 2021 Volatility 65.6% - 68.2% 56.7% - 68.7% 56.1% - 58.1% Expected term (in years) 4.3 4.1 4.1 Risk-free interest rate 3.68% - 4.67% 1.13% - 4.36% 0.31%-1.02% Dividend yield 0 0 0 Weighted-average fair value of underlying stock options $11.45 $17.48 $67.37 |
Restricted Stock Units Activity | RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at December 31, 2022 6,481,669 $ 63.63 Granted 7,518,577 $ 26.12 Vested and issued (3,224,764) $ 66.82 Forfeited (1,323,070) $ 48.12 Balance at December 31, 2023 9,452,412 $ 34.70 Vested and unissued at December 31, 2023 162,171 $ 31.98 Non-vested at December 31, 2023 9,290,241 $ 34.61 |
Performance-Based Units Activity | PSU activity under the Plans was as follows: Shares Weighted-Average Balance at December 31, 2022 629,672 $ 99.07 Granted 1,297,725 $ 26.90 Vested and issued (117,966) $ 153.96 Forfeited (73,762) $ 43.77 Performance adjustment (1) (283,282) $ 0.00 Balance at December 31, 2023 1,452,387 $ 36.82 Vested and unissued at December 31, 2023 17,763 $ 23.19 Non-vested at December 31, 2023 1,434,624 $ 34.57 (1) Based on the Company's 2022 results, PSUs were attained at rates ranging from 0% to 86.25% of the target award. |
Total Compensation Costs for Stock-Based Awards | Total compensation costs for stock-based awards were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 5,478 $ 6,468 $ 8,280 Advertising and marketing 15,300 14,083 18,952 Sales 35,449 43,183 71,475 Technology and development 58,336 64,577 95,561 General and administrative 86,987 89,541 108,318 Total stock-based compensation expense $ 201,550 $ 217,852 $ 302,586 Capitalized stock-based compensation 19,439 18,238 13,175 Total stock-based compensation $ 220,989 $ 236,090 $ 315,761 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Loss Before Provision for Income Taxes Included in Certain Components | For financial reporting purposes, loss before provision for income taxes for the years ended December 31, 2023, 2022, and 2021 included the following components (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ (192,665) $ (13,303,130) $ (365,762) International (26,943) (360,213) (18,894) Total $ (219,608) $ (13,663,343) $ (384,656) |
Provision for Income Taxes in Certain Components | The provision for income taxes was comprised of the following components (in thousands): Year Ended December 31, 2023 2022 2021 Current federal $ 0 $ 0 $ 0 Current state 1,439 3,007 567 Current foreign 1,225 1,021 2,595 Total current 2,664 4,028 3,162 Deferred federal (3,946) 770 49,008 Deferred state 5,388 (5,643) (6,276) Deferred foreign (3,346) (2,967) (1,757) Total deferred (1,904) (7,840) 40,975 Provision for income taxes $ 760 $ (3,812) $ 44,137 |
Reconciliation of the Statutory Federal Income Tax Rate to the Effective Income Tax Rate | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: Year Ended December 31, 2023 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Goodwill impairment 0.0 (24.7) 0.0 State and local tax (1.3) 4.2 7.7 Acquisition expenses 0.0 0.0 2.0 Stock compensation (19.0) (0.3) 6.7 Non-deductible expenses 0.2 0.0 (0.5) Foreign rate differential 0.4 0.0 0.2 Change in valuation allowance (0.9) (0.1) (46.9) Other (0.7) (0.1) (1.7) Effective tax rate (0.3) % 0.0 % (11.5) % |
Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 602,895 $ 658,409 Accrued expenses and compensation 3,684 4,933 Stock-based compensation 47,141 52,854 Foreign tax credits and alternative minimum tax credits 2,009 3,448 Depreciation of property and equipment 1,485 19 Interest expense carryforward 354 2,677 Operating lease assets 11,088 11,012 Deferred revenue 5,479 7,422 Capitalized R&D 43,629 21,987 Other 11,130 8,590 Deferred tax assets 728,894 771,351 Valuation allowance (418,234) (415,751) Net deferred tax assets 310,660 355,600 Deferred tax liabilities: Operating lease liabilities (8,341) (8,701) Depreciation of property and equipment 0 (551) Intangible assets (346,753) (396,408) Other (5,018) (879) Deferred tax liabilities (360,112) (406,539) Net deferred tax liabilities $ (49,452) $ (50,939) |
Reconciliation of Gross Unrecognized Tax Benefits | The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of the period $ 143,798 $ 110,848 $ 21,362 Unrecognized tax benefits assumed in a business combination 0 0 59,110 Additions based on prior year tax positions 6,677 12,151 43,399 Additions based on current year tax positions 21,091 20,799 1,490 Statute of limitations expirations 0 0 0 Release 0 0 (14,513) Balance at end of the period $ 171,566 $ 143,798 $ 110,848 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share of Common Stock | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2023 2022 2021 Net loss $ (220,368) $ (13,659,531) $ (428,793) Weighted-average shares used to compute basic and diluted net loss per share 164,578,219 161,457,123 156,939,349 Net loss per share, basic and diluted $ (1.34) $ (84.60) $ (2.73) |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Information | The following table presents revenues by segment (in thousands): Year Ended December 31, 2023 2022 2021 Teladoc Health Integrated Care $ 1,468,794 $ 1,373,900 $ 1,300,878 BetterHelp 1,133,621 1,019,646 721,238 Other (1) 0 13,294 10,591 Total Consolidated Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707 The following table presents Adjusted EBITDA by segment (in thousands): Year Ended December 31, 2023 2022 2021 Teladoc Health Integrated Care $ 191,871 $ 135,153 $ 144,021 BetterHelp 136,249 114,116 121,702 Other (1) 0 (2,756) 2,114 Total Consolidated Adjusted EBITDA $ 328,120 $ 246,513 $ 267,837 _________________________________________ (1) Other reflects certain revenues and expenses not related to ongoing segment operations. |
Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss | The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands): Year Ended 2023 2022 2021 Teladoc Health Integrated Care $ 191,871 $ 135,153 $ 144,021 BetterHelp 136,249 114,116 121,702 Other 0 (2,756) 2,114 Total consolidated Adjusted EBITDA 328,120 246,513 267,837 Adjustments to reconcile to consolidated net loss: Goodwill impairment 0 (13,402,812) 0 Loss on extinguishment of debt 0 0 (43,748) Interest income 46,782 12,674 776 Interest expense (22,282) (21,944) (81,141) Other income (expense), net 4,445 (859) 5,088 Depreciation (11,138) (11,407) (8,941) Amortization (325,933) (244,620) (195,298) Stock-based compensation (201,550) (217,852) (302,586) Acquisition, integration, and transformation costs (21,110) (15,620) (26,643) Restructuring costs (16,942) (7,416) 0 Loss before provision for income taxes (219,608) (13,663,343) (384,656) Provision for income taxes (760) 3,812 (44,137) Net loss $ (220,368) $ (13,659,531) $ (428,793) |
Geographic Data for Long-Lived Assets | Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands): As of December 31, 2023 2022 United States $ 28,096 $ 25,935 Other 3,936 3,706 Total long-lived assets $ 32,032 $ 29,641 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Oct. 01, 2022 segment | Dec. 31, 2023 USD ($) segment professionalAssociation reportingUnit professionalCorporation | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Variable Interest Entity [Line Items] | |||||
Number of professional associations consolidated as VIEs | professionalAssociation | 2 | ||||
Number of professional corporations consolidated as VIEs | professionalCorporation | 10 | ||||
Revenue | $ 2,602,415 | $ 2,406,840 | $ 2,032,707 | ||
Net loss | 220,368 | 13,659,531 | 428,793 | ||
Assets | 1,489,048 | 1,315,388 | |||
Liabilities | 420,616 | 399,769 | |||
Stockholders deficit | $ (2,326,073) | (2,307,745) | (16,045,757) | $ (15,883,804) | |
Number of reportable segments | segment | 2 | 2 | |||
Contract term | 1 year | ||||
Payment terms | 30 days | ||||
Revenue recognized related to prior periods | $ 14,700 | 4,400 | 5,600 | ||
Refunds issued | $ 93,000 | 79,200 | 67,000 | ||
Amortization term of deferred contract cost | 4 years | ||||
Subscription period | 1 year | ||||
Research and development expense | $ 124,600 | 106,900 | 99,500 | ||
Number of reporting units | reportingUnit | 2 | ||||
Convertible senior notes, net | $ 1,538,688 | 1,535,288 | |||
Additional paid-in capital | (17,591,551) | (17,358,645) | |||
Retained earnings | (15,228,655) | (15,008,287) | |||
Net deferred tax liabilities | (49,452) | (50,939) | |||
Advertising expense | $ 613,900 | 503,900 | 297,000 | ||
Customer Concentration Risk | Revenue from Contract with Customer, Segment Benchmark | Five Largest Customers | |||||
Variable Interest Entity [Line Items] | |||||
Concentration risk | 34% | ||||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Variable Interest Entity [Line Items] | |||||
Stockholders deficit | 291,033 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | |||||
Variable Interest Entity [Line Items] | |||||
Convertible senior notes, net | 306,300 | ||||
Additional paid-in capital | 363,700 | ||||
Retained earnings | 72,700 | ||||
Net deferred tax liabilities | $ 15,300 | ||||
ESPP | |||||
Variable Interest Entity [Line Items] | |||||
Maximum offering period | 27 months | ||||
Stock purchase price as a percentage of fair value | 85% | ||||
Rental equipment | |||||
Variable Interest Entity [Line Items] | |||||
Property and equipment, useful life | 4 years 3 months 18 days | ||||
Minimum | |||||
Variable Interest Entity [Line Items] | |||||
Contract term | 1 year | ||||
Minimum | Performance Shares | |||||
Variable Interest Entity [Line Items] | |||||
Actual performance compared to performance conditions percentage | 0% | ||||
Minimum | Software | |||||
Variable Interest Entity [Line Items] | |||||
Finite-lived intangible asset, useful life | 3 years | 3 years | |||
Minimum | Client relationships | |||||
Variable Interest Entity [Line Items] | |||||
Finite-lived intangible asset, useful life | 2 years | 2 years | |||
Minimum | Acquired technology | |||||
Variable Interest Entity [Line Items] | |||||
Finite-lived intangible asset, useful life | 4 years | 4 years | |||
Maximum | |||||
Variable Interest Entity [Line Items] | |||||
Contract term | 3 years | ||||
Maximum | Performance Shares | |||||
Variable Interest Entity [Line Items] | |||||
Actual performance compared to performance conditions percentage | 200% | ||||
Maximum | Software | |||||
Variable Interest Entity [Line Items] | |||||
Finite-lived intangible asset, useful life | 5 years | 5 years | |||
Maximum | Client relationships | |||||
Variable Interest Entity [Line Items] | |||||
Finite-lived intangible asset, useful life | 20 years | 20 years | |||
Maximum | Acquired technology | |||||
Variable Interest Entity [Line Items] | |||||
Finite-lived intangible asset, useful life | 7 years | 7 years | |||
Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Revenue | $ 241,700 | $ 244,500 | 230,200 | ||
Net loss | 0 | 1,000 | $ 1,600 | ||
Assets | 20,600 | 106,700 | |||
Liabilities | 69,200 | 143,800 | |||
Stockholders deficit | $ 48,600 | $ 37,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details) | Dec. 31, 2023 |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Rental equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 4 years 3 months 18 days |
Revenue, Deferred Revenue, an_3
Revenue, Deferred Revenue, and Deferred Costs and Other - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,602,415 | $ 2,406,840 | $ 2,032,707 |
U.S. revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,237,533 | 2,101,015 | 1,774,024 |
International revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 364,882 | 305,825 | 258,683 |
Access fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,282,521 | 2,103,814 | 1,740,170 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 319,894 | $ 303,026 | $ 292,537 |
Revenue, Deferred Revenue, an_4
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Revenue Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract With Customer Liability [Roll Forward] | ||
Beginning balance | $ 113,786 | $ 102,007 |
Cash collected | 87,683 | 100,028 |
Revenue recognized | (92,187) | (88,249) |
Ending balance | $ 109,282 | $ 113,786 |
Revenue, Deferred Revenue, an_5
Revenue, Deferred Revenue, and Deferred Costs and Other - Narrative (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Concentration Risk [Line Items] | |
Revenue recognized, performance obligation | $ 94.7 |
Period of performance obligation | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Concentration Risk [Line Items] | |
Revenue recognized, performance obligation | $ 14.6 |
Period of performance obligation | 12 months |
Revenue, Deferred Revenue, an_6
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Device and Contract Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Deferred device and contract costs, current | $ 32,703 | $ 29,956 |
Deferred device and contract costs, noncurrent | 17,573 | 8,404 |
Total deferred device and contract costs | $ 50,276 | $ 38,360 |
Revenue, Deferred Revenue, an_7
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Device and Contract Costs Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Deferred Device Cost And Other [Roll Forward] | |
Beginning balance as of December 31, 2022 | $ 38,360 |
Additions | 57,964 |
Cost of revenue recognized | (46,048) |
Ending balance as of December 31, 2023 | $ 50,276 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and purchased parts | $ 9,338 | $ 25,800 |
Work in process | 299 | 394 |
Finished goods | 19,876 | 30,148 |
Total inventories | $ 29,513 | $ 56,342 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 65,651 | $ 63,159 |
Deferred device and contract costs, current | 32,703 | 29,956 |
Other receivables | 12,640 | 25,091 |
Other current assets | 7,443 | 12,104 |
Total prepaid expenses and other current assets | $ 118,437 | $ 130,310 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||||||||
Beginning balance | $ 14,504,174,000 | $ 14,504,174,000 | $ 1,073,190,000 | $ 14,504,174,000 | |||||
Impairment | $ (1,132,812,000) | $ (3,000,000,000) | (6,600,000,000) | (12,270,000,000) | 0 | (13,402,812,000) | $ 0 | ||
Currency translation adjustment | 0 | (28,172,000) | 0 | ||||||
Reassignment to reporting units at October 1, 2022 | $ 2,206,002,000 | ||||||||
Ending balance | 1,073,190,000 | 1,073,190,000 | 1,073,190,000 | 14,504,174,000 | |||||
Teladoc Health Integrated Care | |||||||||
Goodwill [Roll Forward] | |||||||||
Beginning balance | 0 | 0 | 0 | 0 | |||||
Impairment | (1,132,812,000) | 0 | |||||||
Currency translation adjustment | 0 | 0 | 0 | ||||||
Reassignment to reporting units at October 1, 2022 | 1,132,812,000 | ||||||||
Ending balance | 0 | 0 | 0 | 0 | |||||
BetterHelp | |||||||||
Goodwill [Roll Forward] | |||||||||
Beginning balance | $ 0 | 0 | 1,073,190,000 | 0 | |||||
Impairment | $ 0 | 0 | 0 | ||||||
Currency translation adjustment | 0 | $ 0 | 0 | ||||||
Reassignment to reporting units at October 1, 2022 | $ 1,073,190,000 | ||||||||
Ending balance | $ 1,073,190,000 | $ 1,073,190,000 | $ 1,073,190,000 | $ 0 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2023 USD ($) | Oct. 01, 2022 USD ($) segment | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | ||||||||||
Goodwill impairment | $ 1,132,812,000 | $ 3,000,000,000 | $ 6,600,000,000 | $ 12,270,000,000 | $ 0 | $ 13,402,812,000 | $ 0 | |||
Impairment of long lived assets | 0 | 0 | ||||||||
Impairment of intangible assets, finite-lived | $ 0 | $ 0 | ||||||||
Goodwill impairment loss per share, basic and diluted (in dollars per share) | $ / shares | $ 83.01 | |||||||||
Number of reportable segments | segment | 2 | 2 | ||||||||
Reassignment of goodwill to reporting units | $ 2,206,002,000 | |||||||||
BetterHelp | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | |||||||
Reassignment of goodwill to reporting units | 1,073,190,000 | |||||||||
Valuation, Income Approach | ||||||||||
Goodwill [Line Items] | ||||||||||
Valuation approach, allocation percentage | 75% | 75% | ||||||||
Valuation, Market Approach | ||||||||||
Goodwill [Line Items] | ||||||||||
Valuation approach, allocation percentage | 25% | |||||||||
Existing Reporting Units | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | 2,600,000,000 | |||||||||
New Reporting Units | ||||||||||
Goodwill [Line Items] | ||||||||||
Reassignment of goodwill to reporting units | 2,200,000,000 | |||||||||
Teladoc Health Integrated Care Reporting Unit | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | 1,100,000,000 | |||||||||
Non cash charges on goodwill | $ 3,800,000,000 |
Goodwill - Significant Inputs U
Goodwill - Significant Inputs Used in Goodwill Impairment Analysis on each Testing Date (Details) | Oct. 01, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Oct. 01, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) |
Goodwill [Line Items] | ||||||
Excess of Reporting Unit Fair Value over Carrying Value | $ 0 | $ 0 | $ 0 | |||
Discount Rate | ||||||
Goodwill [Line Items] | ||||||
Goodwill measurement input | 12.5 | 16 | 12 | |||
Peer Group Revenue Multiples | ||||||
Goodwill [Line Items] | ||||||
Goodwill measurement input | 1.5 | 1.8 | 3 | 1.65 | 2 | 3.5 |
Teladoc Health Integrated Care | Discount Rate | ||||||
Goodwill [Line Items] | ||||||
Goodwill measurement input | 12 | |||||
Teladoc Health Integrated Care | Peer Group Revenue Multiples | ||||||
Goodwill [Line Items] | ||||||
Goodwill measurement input | 1 | 1.2 | ||||
BetterHelp | Discount Rate | ||||||
Goodwill [Line Items] | ||||||
Goodwill measurement input | 13.5 | |||||
BetterHelp | Peer Group Revenue Multiples | ||||||
Goodwill [Line Items] | ||||||
Goodwill measurement input | 1.3 | 1.6 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 91,771 | $ 77,353 |
Accumulated depreciation | (59,739) | (47,712) |
Property and equipment, net | 32,032 | 29,641 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 35,992 | 29,322 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 14,661 | 14,861 |
Leasehold improvement | ||
Property, Plant and Equipment [Line Items] | ||
Total | 24,293 | 13,298 |
Rental equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 15,106 | 12,679 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,719 | $ 7,193 |
Intangible Assets, Net and Ce_3
Intangible Assets, Net and Certain Cloud Computing Costs - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Value | $ 2,584,733 | $ 2,421,251 | ||
Accumulated Amortization | (906,952) | (584,486) | ||
Net Carrying Value | $ 1,677,781 | $ 1,836,765 | ||
Weighted Average | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Remaining Useful Life (Years) | 9 years 3 months 18 days | 10 years 4 months 24 days | ||
Client relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Value | $ 1,460,857 | $ 1,458,384 | ||
Accumulated Amortization | (391,196) | (291,993) | ||
Net Carrying Value | $ 1,069,661 | $ 1,166,391 | ||
Client relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 2 years | 2 years | ||
Client relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 20 years | 20 years | ||
Client relationships | Weighted Average | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Remaining Useful Life (Years) | 12 years 6 months | 13 years 6 months | ||
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Value | $ 325,479 | $ 325,171 | ||
Accumulated Amortization | (189,330) | (98,303) | ||
Net Carrying Value | $ 136,149 | $ 226,868 | ||
Trademarks | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 2 years | 2 years | ||
Trademarks | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 15 years | 15 years | ||
Trademarks | Weighted Average | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Remaining Useful Life (Years) | 6 years 10 months 24 days | 7 years | 7 years 6 months | 9 years 6 months |
Software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Value | $ 456,583 | $ 294,629 | ||
Accumulated Amortization | (161,108) | (78,373) | ||
Net Carrying Value | $ 295,475 | $ 216,256 | ||
Software | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years | 3 years | ||
Software | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 5 years | 5 years | ||
Software | Weighted Average | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Remaining Useful Life (Years) | 2 years 6 months | 2 years 8 months 12 days | ||
Acquired technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Value | $ 341,814 | $ 343,067 | ||
Accumulated Amortization | (165,318) | (115,817) | ||
Net Carrying Value | $ 176,496 | $ 227,250 | ||
Acquired technology | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 4 years | 4 years | ||
Acquired technology | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 7 years | 7 years | ||
Acquired technology | Weighted Average | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Remaining Useful Life (Years) | 3 years 8 months 12 days | 4 years 8 months 12 days |
Intangible Assets, Net and Ce_4
Intangible Assets, Net and Certain Cloud Computing Costs - Amortization by Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of capitalized software | $ 82,957 | $ 46,098 | $ 15,049 |
Amortization of intangible assets | 325,933 | 244,620 | 195,298 |
Amortization of acquired intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 242,976 | $ 198,522 | $ 180,249 |
Intangible Assets, Net and Ce_5
Intangible Assets, Net and Certain Cloud Computing Costs - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | $ 325,933 | $ 244,620 | $ 195,298 | ||
Basic share (in dollars per share) | $ (1.34) | $ (84.60) | $ (2.73) | ||
Diluted share (in dollars per share) | $ (1.34) | $ (84.60) | $ (2.73) | ||
Capitalized software impairments | $ 9,900 | ||||
Migration strategy period | 2 years | ||||
Additional amortization expense related to two-year migration strategy | $ 23,200 | 23,200 | |||
Net cloud computing costs | 41,100 | 25,400 | |||
Cloud computing expense | 3,700 | $ 1,900 | |||
Change in Accounting Method Accounted for as Change in Estimate | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | $ 37,500 | ||||
Basic share (in dollars per share) | $ 0.23 | ||||
Diluted share (in dollars per share) | $ 0.23 | ||||
Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life | 9 years 3 months 18 days | 10 years 4 months 24 days | |||
Trademarks | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life | 6 years 10 months 24 days | 7 years | 9 years 6 months | 7 years 6 months |
Intangible Assets, Net and Ce_6
Intangible Assets, Net and Certain Cloud Computing Costs - Periodic Amortization to be Charged to Expense over the Remaining Life of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 359,304 | |
2025 | 275,347 | |
2026 | 217,685 | |
2027 | 150,996 | |
2028 and thereafter | 674,449 | |
Net Carrying Value | $ 1,677,781 | $ 1,836,765 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Client performance guarantees | $ 36,934 | $ 18,687 |
Marketing and advertising | 34,427 | 35,055 |
Consulting fees/provider fees | 16,416 | 16,407 |
Franchise, sales and other taxes | 12,933 | 10,994 |
Operating lease liabilities – current | 10,752 | 13,592 |
Professional fees | 9,910 | 10,152 |
Information technology | 7,605 | 4,278 |
Insurance | 5,777 | 5,981 |
Staff augmentation | 4,287 | 3,391 |
Lease abandonment obligation - current | 3,800 | 3,247 |
Interest payable | 1,481 | 1,480 |
Income taxes payable | 621 | 3,817 |
Other | 33,691 | 41,612 |
Total | $ 178,634 | $ 168,693 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||||||
May 19, 2020 USD ($) | May 08, 2018 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) day debtInstrument $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 04, 2020 USD ($) | Jun. 27, 2017 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 43,748 | |||||
Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal multiple amount used in the conversion of the debt instrument | $ 1 | |||||||
Convertible debt, threshold, trading days (in days) | day | 20 | |||||||
Convertible debt, threshold, consecutive trading days (in days) | day | 30 | |||||||
Minimum percentage of common stock price as a percentage of the conversion price | 130% | |||||||
Convertible debt, business days, measurement period (in days) | day | 5 | |||||||
Convertible debt, consecutive trading days, measurement period (in days) | day | 10 | |||||||
Trading price threshold | 98% | |||||||
Shares reserved for issuance under the plan (in shares) | shares | 8.7 | |||||||
2027 Notes, 2025 Notes and the 2022 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Trading day observation period (in days) | day | 25 | |||||||
2027 Notes, 2025 Notes and Livongo Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of convertible debt instruments | debtInstrument | 3 | |||||||
2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||
Interest rate | 1.25% | |||||||
Net proceeds from issuance of Notes | $ 975,900 | |||||||
Offering costs | $ 24,100 | |||||||
2025 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 287,500 | 725 | 725 | |||||
Interest rate | 1.375% | |||||||
Net proceeds from issuance of Notes | $ 279,100 | |||||||
Offering costs | $ 8,400 | |||||||
Principal amount of debt exchanged | 211,500 | |||||||
Loss on extinguishment of debt | $ 40,300 | |||||||
2025 Notes | Private Placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued for conversion/exchange of debt (in shares) | shares | 4 | |||||||
2025 Notes | Debt Conversion Other Than Private Placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued for conversion/exchange of debt (in shares) | shares | 1.1 | |||||||
Livongo Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 550,000 | $ 550,000 | $ 550,000 | |||||
Interest rate | 0.875% | |||||||
Convertible debt, threshold, trading days preceding maturity date (in days) | day | 41 | |||||||
Convertible debt, consecutive trading days, measurement period (in days) | day | 5 | |||||||
Trading day observation period (in days) | day | 40 | |||||||
Convertible debt, reference property rate | 0.592 | |||||||
Convertible debt, reference property , conversion price (in dollars per share) | $ / shares | $ 4.24 | |||||||
Percentage of principal for repurchase price | 1 | |||||||
2022 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 275,000 | |||||||
Interest rate | 3% | |||||||
Shares issued for conversion/exchange of debt (in shares) | shares | 1.1 | |||||||
Loss on extinguishment of debt | $ 3,400 | |||||||
Cash exchanged, redemption of convertible notes | $ 100 |
Convertible Senior Notes - Debt
Convertible Senior Notes - Debt Outstanding (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
2027 Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount Outstanding | $ 1,000,000 | |
Interest Rate Per Year | 1.25% | |
Fair value | $ 822,000 | $ 768,200 |
Conversion ratio | 0.0041258 | |
Remaining contractual life | 3 years 4 months 24 days | |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount Outstanding | $ 700 | |
Interest Rate Per Year | 1.375% | |
Fair value | $ 300 | 300 |
Conversion ratio | 0.0186621 | |
Remaining contractual life | 1 year 4 months 24 days | |
Livongo Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount Outstanding | $ 550,000 | |
Interest Rate Per Year | 0.875% | |
Fair value | $ 513,700 | $ 480,600 |
Conversion ratio | 0.01394 | |
Remaining contractual life | 1 year 4 months 24 days | |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Principal multiple amount used in the conversion of the debt instrument | $ 1 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net Carrying Values of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 04, 2020 | May 19, 2020 | May 08, 2018 |
Debt Instrument [Line Items] | |||||
Net carrying amount | $ 1,538,688 | $ 1,535,288 | |||
2027 Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 1,000,000 | 1,000,000 | $ 1,000,000 | ||
Less: Debt discount, net | (12,033) | (15,430) | |||
Net carrying amount | 987,967 | 984,570 | |||
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 725 | 725 | $ 287,500 | ||
Less: Debt discount, net | (4) | (7) | |||
Net carrying amount | 721 | 718 | |||
Livongo Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 550,000 | 550,000 | $ 550,000 | ||
Less: Debt discount, net | 0 | 0 | |||
Net carrying amount | $ 550,000 | $ 550,000 |
Convertible Senior Notes - Tota
Convertible Senior Notes - Total Interest Expense Recognized Related to Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
2027 Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 12,500 | $ 12,500 | $ 12,500 |
Amortization of debt discount | 3,396 | 3,342 | 37,070 |
Total | $ 15,896 | $ 15,842 | $ 49,570 |
Effective interest rate | 1.60% | 1.60% | 3.40% |
2025 Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 10 | $ 10 | $ 1,082 |
Amortization of debt discount | 3 | 3 | 4,558 |
Total | $ 13 | $ 13 | $ 5,640 |
Effective interest rate | 1.80% | 1.80% | 4.70% |
Livongo Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 4,813 | $ 4,813 | $ 4,813 |
Amortization of debt discount | 0 | 0 | 19,310 |
Total | $ 4,813 | $ 4,813 | $ 24,123 |
Effective interest rate | 0.90% | 0.90% | 5.20% |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Minimum | |
Leases and Contractual Obligations | |
Remaining lease terms | 1 year |
Options to extend lease terms | 1 year |
Lessor lease term | 2 years |
Maximum | |
Leases and Contractual Obligations | |
Remaining lease terms | 9 years |
Options to extend lease terms | 5 years |
Lessor lease term | 5 years |
Leases - Components of Operatin
Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | |||
Operating lease cost | $ 15,458 | $ 18,473 | $ 14,087 |
Short-term lease cost | 0 | 162 | 1,087 |
Total lease cost | $ 15,458 | $ 18,635 | $ 15,174 |
Leases - Supplemental Informati
Leases - Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Cash Flows | |||
Cash payment for operating cash flows used for operating leases | $ 16,265 | $ 16,854 | $ 14,531 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 14,437 | $ 3,748 | $ 11,598 |
Other Information | |||
Weighted-average remaining lease term | 5 years 6 months 14 days | 5 years 6 months 18 days | 5 years 8 months 15 days |
Weighted-average discount rate | 6.33% | 6.08% | 5.88% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases: | ||
2024 | $ 13,500 | |
2025 | 12,299 | |
2026 | 11,145 | |
2027 | 8,123 | |
2028 | 5,946 | |
2029 and thereafter | 13,057 | |
Total future minimum payments | 64,070 | |
Less: imputed interest | (10,481) | |
Present value of lease liabilities | 53,589 | |
Accrued expenses and other current liabilities | $ 10,752 | $ 13,592 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating lease liabilities, net of current portion | $ 42,837 | $ 38,042 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 16,942 | $ 7,416 | $ 0 |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | 7,900 | 1,400 | |
Lease Termination | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | 9,000 | 6,000 | |
Right-of-use asset impairment | $ 5,200 | $ 2,200 |
Restructuring - Accrual and Cha
Restructuring - Accrual and Charges Incurred Related to Restructuring (Details) - Restructuring Plan - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of year | $ 4,043 | $ 0 |
Initial costs/Additions | 11,737 | 5,174 |
Cash payments | (11,980) | (1,131) |
Balance at end of year | 3,800 | 4,043 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of year | 796 | 0 |
Initial costs/Additions | 7,890 | 1,359 |
Cash payments | (8,686) | (563) |
Balance at end of year | 0 | 796 |
Lease Termination | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of year | 3,247 | 0 |
Initial costs/Additions | 3,847 | 3,815 |
Cash payments | (3,294) | (568) |
Balance at end of year | $ 3,800 | $ 3,247 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Grant-date fair value of stock options granted | $ 3,200 | $ 26,800 | $ 7,400 |
Stock-based compensation expense | 201,550 | 217,852 | 302,586 |
ESPP | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4,000 | $ 3,000 | $ 5,200 |
Period over which unrecognized compensation cost is expected to be recognized | 4 months 24 days | ||
Shares reserved for issuance under the plan (in shares) | 4,113,343 | ||
Maximum offering period | 27 months | ||
Stock purchase price as a percentage of fair value | 85% | ||
Additional shares reserved for issuance under the plan (in shares) | 3,000,000 | ||
Issuance of stock under employee stock purchase plan (in shares) | 592,308 | 271,159 | 122,059 |
Remaining shares available for issuance under the plan (in shares) | 2,800,781 | ||
Unrecognized compensation cost | $ 1,100 | ||
Stock options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Dividend yield | 0% | 0% | 0% |
Stock-based compensation expense | $ 9,400 | $ 20,300 | $ 93,000 |
Unrecognized compensation cost for stock options | $ 15,000 | ||
Period over which unrecognized compensation cost is expected to be recognized | 2 years 1 month 6 days | ||
Restricted Stock Units (RSUs) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Stock-based compensation expense | $ 181,000 | 179,400 | 182,400 |
Period over which unrecognized compensation cost is expected to be recognized | 1 year 9 months 18 days | ||
Grant-date fair value of restricted stock options granted | $ 196,400 | 322,200 | 144,200 |
Unrecognized compensation cost related to non vested awards | 239,700 | ||
Performance Shares | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,100 | 15,100 | 22,000 |
Period over which unrecognized compensation cost is expected to be recognized | 1 year 8 months 12 days | ||
Grant-date fair value of restricted stock options granted | $ 34,900 | $ 35,900 | $ 70,400 |
Unrecognized compensation cost related to non vested awards | $ 31,500 | ||
Maximum | Stock options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 14,424,377 | ||
Exercisable period | 10 years | ||
Maximum | Restricted Stock Units (RSUs) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum | Performance Shares | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Actual performance compared to performance conditions percentage | 200% | ||
Minimum | Restricted Stock Units (RSUs) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Minimum | Performance Shares | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Actual performance compared to performance conditions percentage | 0% |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares Outstanding | ||
Balance at beginning of period (in shares) | 4,243,934 | |
Stock option grants (in shares) | 276,273 | |
Stock options exercised (in shares) | (175,761) | |
Stock options forfeited (in shares) | (162,259) | |
Balance at end of period (in shares) | 4,182,187 | 4,243,934 |
Vested or expected to vest at end of period (in shares) | 4,182,187 | |
Exercisable at end of period (in shares) | 3,215,889 | |
Weighted- Average Exercise Price | ||
Balance at beginning of period (in dollars per share) | $ 27.79 | |
Stock option grants (in dollars per share) | 20.45 | |
Stock options exercised (in dollars per share) | 8.42 | |
Stock options forfeited (in dollars per share) | 46.85 | |
Balance at end of period (in dollars per share) | 27.37 | $ 27.79 |
Vested or expected to vest at end of period (in dollars per share) | 27.37 | |
Exercisable at end of period (in dollars per share) | $ 26.07 | |
Weighted- Average Remaining Contractual Life in Years | ||
Balance at | 5 years 3 months 3 days | 6 years 1 month 6 days |
Vested or expected to vest at end of period | 5 years 3 months 3 days | |
Exercisable at end of period | 4 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Balance at | $ 13,732 | $ 19,541 |
Stock options exercised | 3,016 | |
Vested or expected to vest at end of period | 13,732 | |
Exercisable at end of period | $ 13,191 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Assumptions Used for Estimate of Fair Value of Options (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Volatility, minimum | 65.60% | 56.70% | 56.10% |
Volatility, maximum | 68.20% | 68.70% | 58.10% |
Expected term (in years) | 4 years 3 months 18 days | 4 years 1 month 6 days | 4 years 1 month 6 days |
Risk-free interest rate, minimum | 3.68% | 1.13% | 0.31% |
Risk-free interest rate, maximum | 4.67% | 4.36% | 1.02% |
Dividend yield | 0% | 0% | 0% |
Weighted-average fair value of underlying stock options (in dollars per share) | $ 11.45 | $ 17.48 | $ 67.37 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
RSUs | |
Balance at beginning of period (in shares) | shares | 6,481,669 |
Granted (in shares) | shares | 7,518,577 |
Vested and issued (in shares) | shares | (3,224,764) |
Forfeited (in shares) | shares | (1,323,070) |
Balance at end of period (in shares) | shares | 9,452,412 |
Vested and unissued at end of period (in shares) | shares | 162,171 |
Non-vested at end of period (in shares) | shares | 9,290,241 |
Weighted-Average Grant Date Fair Value Per RSU | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 63.63 |
Granted (in dollars per share) | $ / shares | 26.12 |
Vested and issued (in dollars per share) | $ / shares | 66.82 |
Forfeited (in dollars per share) | $ / shares | 48.12 |
Outstanding at end of period (in dollars per share) | $ / shares | 34.70 |
Vested and unissued at end of period (in dollars per share) | $ / shares | 31.98 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 34.61 |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Performance-Based Units Activity (Details) - Performance Shares | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Balance at beginning of period (in shares) | shares | 629,672 |
Granted (in shares) | shares | 1,297,725 |
Vested and issued (in shares) | shares | (117,966) |
Forfeited (in shares) | shares | (73,762) |
Performance adjustment | shares | (283,282) |
Balance at end of period (in shares) | shares | 1,452,387 |
Vested and unissued at end of period (in shares) | shares | 17,763 |
Non-vested at end of period (in shares) | shares | 1,434,624 |
Weighted-Average Grant Date Fair Value Per PSU | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 99.07 |
Granted (in dollars per share) | $ / shares | 26.90 |
Vested and issued (in dollars per share) | $ / shares | 153.96 |
Forfeited (in dollars per share) | $ / shares | 43.77 |
Performance adjustment (in dollars per share) | $ / shares | 0 |
Outstanding at end of period (in dollars per share) | $ / shares | 36.82 |
Vested and unissued at end of period (in dollars per share) | $ / shares | 23.19 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 34.57 |
Maximum | |
Weighted-Average Grant Date Fair Value Per PSU | |
Percentage of target award | 86.25% |
Minimum | |
Weighted-Average Grant Date Fair Value Per PSU | |
Percentage of target award | 0% |
Common Stock and Stockholders_8
Common Stock and Stockholders' Equity - Total Compensation Costs for Stock-Based Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 201,550 | $ 217,852 | $ 302,586 |
Capitalized stock-based compensation | 19,439 | 18,238 | 13,175 |
Total stock-based compensation | 220,989 | 236,090 | 315,761 |
Cost of revenue (exclusive of depreciation and amortization, which are shown separately) | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 5,478 | 6,468 | 8,280 |
Advertising and marketing | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 15,300 | 14,083 | 18,952 |
Sales | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 35,449 | 43,183 | 71,475 |
Technology and development | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 58,336 | 64,577 | 95,561 |
General and administrative | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 86,987 | $ 89,541 | $ 108,318 |
Income Taxes - Loss Before Prov
Income Taxes - Loss Before Provision for Income Taxes Included in Certain Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (192,665) | $ (13,303,130) | $ (365,762) |
International | (26,943) | (360,213) | (18,894) |
Loss before provision for income taxes | $ (219,608) | $ (13,663,343) | $ (384,656) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes in Certain Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current federal | $ 0 | $ 0 | $ 0 |
Current state | 1,439 | 3,007 | 567 |
Current foreign | 1,225 | 1,021 | 2,595 |
Total current | 2,664 | 4,028 | 3,162 |
Deferred federal | (3,946) | 770 | 49,008 |
Deferred state | 5,388 | (5,643) | (6,276) |
Deferred foreign | (3,346) | (2,967) | (1,757) |
Total deferred | (1,904) | (7,840) | 40,975 |
Provision for income taxes | $ 760 | $ (3,812) | $ 44,137 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate to the Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | 21% | 21% | 21% |
Goodwill impairment | 0% | (24.70%) | 0% |
State and local tax | (1.30%) | 4.20% | 7.70% |
Acquisition expenses | 0% | 0% | 2% |
Stock compensation | (19.00%) | (0.30%) | 6.70% |
Non-deductible expenses | 0.20% | 0% | (0.50%) |
Foreign rate differential | 0.40% | 0% | 0.20% |
Change in valuation allowance | (0.90%) | (0.10%) | (46.90%) |
Other | (0.70%) | (0.10%) | (1.70%) |
Effective tax rate | (0.30%) | (0.00%) | (11.50%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 602,895 | $ 658,409 |
Accrued expenses and compensation | 3,684 | 4,933 |
Stock-based compensation | 47,141 | 52,854 |
Foreign tax credits and alternative minimum tax credits | 2,009 | 3,448 |
Depreciation of property and equipment | 1,485 | 19 |
Interest expense carryforward | 354 | 2,677 |
Operating lease assets | 11,088 | 11,012 |
Deferred revenue | 5,479 | 7,422 |
Capitalized R&D | 43,629 | 21,987 |
Other | 11,130 | 8,590 |
Deferred tax assets | 728,894 | 771,351 |
Valuation allowance | (418,234) | (415,751) |
Net deferred tax assets | 310,660 | 355,600 |
Deferred tax liabilities: | ||
Operating lease liabilities | (8,341) | (8,701) |
Depreciation of property and equipment | 0 | (551) |
Intangible assets | (346,753) | (396,408) |
Other | (5,018) | (879) |
Deferred tax liabilities | (360,112) | (406,539) |
Net deferred tax liabilities | $ (49,452) | $ (50,939) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) entity | Dec. 31, 2022 USD ($) | Dec. 31, 2018 USD ($) | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets, valuation allowance | $ 418,234,000 | $ 415,751,000 | |
Increase in valuation allowance | 2,500,000 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 171,600,000 | ||
Number of variable interest entities under audit | entity | 1 | ||
Undistributed earnings | $ 13,500,000 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 2,381,300,000 | ||
Operating loss carryforward, indefinitely | $ 2,178,700,000 | ||
Operating loss carryforward, subject to expiration | 202,600,000 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credits | 0 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 1,347,400,000 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credits | 0 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 85,700,000 | ||
Tax credits | $ 2,000,000 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of the period | $ 143,798 | $ 110,848 | $ 21,362 |
Unrecognized tax benefits assumed in a business combination | 0 | 0 | 59,110 |
Additions based on prior year tax positions | 6,677 | 12,151 | 43,399 |
Additions based on current year tax positions | 21,091 | 20,799 | 1,490 |
Statute of limitations expirations | 0 | 0 | 0 |
Release | 0 | 0 | (14,513) |
Balance at end of the period | $ 171,566 | $ 143,798 | $ 110,848 |
Net Loss per Share - Narrative
Net Loss per Share - Narrative (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2023 shares | |
Stock options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 4.2 |
Restricted Stock Units (RSUs) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 9.5 |
Performance Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 1.5 |
ESPP | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 0.6 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted Net Loss per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (220,368) | $ (13,659,531) | $ (428,793) |
Weighted-average shares used to compute basic net loss per share (in shares) | 164,578,219 | 161,457,123 | 156,939,349 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 164,578,219 | 161,457,123 | 156,939,349 |
Net loss per share, basic (in dollars per share) | $ (1.34) | $ (84.60) | $ (2.73) |
Net loss per share, diluted (in dollars per share) | $ (1.34) | $ (84.60) | $ (2.73) |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Minimum age of employee eligible to participate in the plan | 21 years | ||
Employer contributions | 100% | ||
Percentage of eligible compensation, matched by the employer | 4% | ||
Employee's elective deferral, maximum contribution | $ 0.3 | ||
Matching contribution made | $ 13.4 | $ 12.1 | $ 11.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jul. 14, 2023 USD ($) |
Federal Trade Commission | |
Loss Contingencies [Line Items] | |
Litigation settlement, amount awarded to other party | $ 7.8 |
Segments - Narrative (Details)
Segments - Narrative (Details) - segment | 12 Months Ended | |
Oct. 01, 2022 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segments - Revenues by Segment
Segments - Revenues by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 2,602,415 | $ 2,406,840 | $ 2,032,707 |
Operating Segments | Teladoc Health Integrated Care | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,468,794 | 1,373,900 | 1,300,878 |
Operating Segments | BetterHelp | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,133,621 | 1,019,646 | 721,238 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 0 | $ 13,294 | $ 10,591 |
Segments - Adjusted EBITDA by S
Segments - Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total consolidated Adjusted EBITDA | $ 328,120 | $ 246,513 | $ 267,837 |
Operating Segments | Teladoc Health Integrated Care | |||
Segment Reporting Information [Line Items] | |||
Total consolidated Adjusted EBITDA | 191,871 | 135,153 | 144,021 |
Operating Segments | BetterHelp | |||
Segment Reporting Information [Line Items] | |||
Total consolidated Adjusted EBITDA | 136,249 | 114,116 | 121,702 |
Other | |||
Segment Reporting Information [Line Items] | |||
Total consolidated Adjusted EBITDA | $ 0 | $ (2,756) | $ 2,114 |
Segments - Reconciliation of Se
Segments - Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 01, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||||
Total consolidated Adjusted EBITDA | $ 328,120,000 | $ 246,513,000 | $ 267,837,000 | |||||
Adjustments to reconcile to consolidated net loss: | ||||||||
Goodwill impairment | $ (1,132,812,000) | $ (3,000,000,000) | $ (6,600,000,000) | $ (12,270,000,000) | 0 | (13,402,812,000) | 0 | |
Loss on extinguishment of debt | 0 | 0 | (43,748,000) | |||||
Interest income | 46,782,000 | 12,674,000 | 776,000 | |||||
Interest expense | (22,282,000) | (21,944,000) | (81,141,000) | |||||
Other income (expense), net | 4,445,000 | (859,000) | 5,088,000 | |||||
Depreciation | (11,138,000) | (11,407,000) | (8,941,000) | |||||
Amortization | (325,933,000) | (244,620,000) | (195,298,000) | |||||
Stock-based compensation | (201,550,000) | (217,852,000) | (302,586,000) | |||||
Acquisition, integration, and transformation costs | (21,110,000) | (15,620,000) | (26,643,000) | |||||
Restructuring costs | (16,942,000) | (7,416,000) | 0 | |||||
Loss before provision for income taxes | (219,608,000) | (13,663,343,000) | (384,656,000) | |||||
Provision for income taxes | (760,000) | 3,812,000 | (44,137,000) | |||||
Net loss | (220,368,000) | (13,659,531,000) | (428,793,000) | |||||
Teladoc Health Integrated Care | ||||||||
Adjustments to reconcile to consolidated net loss: | ||||||||
Goodwill impairment | (1,132,812,000) | 0 | ||||||
BetterHelp | ||||||||
Adjustments to reconcile to consolidated net loss: | ||||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | |||||
Operating Segments | Teladoc Health Integrated Care | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total consolidated Adjusted EBITDA | 191,871,000 | 135,153,000 | 144,021,000 | |||||
Operating Segments | BetterHelp | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total consolidated Adjusted EBITDA | 136,249,000 | 114,116,000 | 121,702,000 | |||||
Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total consolidated Adjusted EBITDA | $ 0 | $ (2,756,000) | $ 2,114,000 |
Segments - Geographic Data for
Segments - Geographic Data for Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 32,032 | $ 29,641 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 28,096 | 25,935 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 3,936 | $ 3,706 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Minimum | ||
Subsequent Event [Line Items] | ||
Expected pre-tax charges for restructuring | $ 12 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Expected pre-tax charges for restructuring | $ 16 | |
Forecast | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring charges | $ 11 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for Doubtful Accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 4,324 | $ 11,269 | $ 6,412 |
Provision | 4,686 | 2,815 | 10,603 |
Other | 3,001 | 464 | 4,500 |
Write-offs | (7,771) | (10,224) | (10,246) |
Balance at End of Period | 4,240 | 4,324 | 11,269 |
Income Tax Valuation Allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 415,751 | 335,809 | 107,984 |
Provision | 1,904 | 18,966 | 179,364 |
Other | 579 | 60,976 | 48,461 |
Write-offs | 0 | 0 | 0 |
Balance at End of Period | $ 418,234 | $ 415,751 | $ 335,809 |