COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 25, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 $0.001 per share | |
Trading Symbol | TDOC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 171,218,023 | |
Entity Central Index Key | 0001477449 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,162,383 | $ 1,123,675 |
Accounts receivable, net of allowance for doubtful accounts of $3,881 and $4,240 at June 30, 2024 and December 31, 2023, respectively | 218,420 | 217,423 |
Inventories | 34,896 | 29,513 |
Prepaid expenses and other current assets | 130,956 | 118,437 |
Total current assets | 1,546,655 | 1,489,048 |
Property and equipment, net | 29,330 | 32,032 |
Goodwill | 283,190 | 1,073,190 |
Intangible assets, net | 1,547,498 | 1,677,781 |
Operating lease—right-of-use assets | 35,538 | 40,060 |
Other assets | 81,427 | 80,258 |
Total assets | 3,523,638 | 4,392,369 |
Current liabilities: | ||
Accounts payable | 56,111 | 43,637 |
Accrued expenses and other current liabilities | 173,804 | 178,634 |
Accrued compensation | 54,656 | 102,686 |
Deferred revenue—current | 95,434 | 95,659 |
Convertible senior notes, net—current | 550,722 | 0 |
Total current liabilities | 930,727 | 420,616 |
Other liabilities | 1,007 | 1,080 |
Operating lease liabilities, net of current portion | 37,716 | 42,837 |
Deferred revenue, net of current portion | 11,743 | 13,623 |
Deferred taxes, net | 50,673 | 49,452 |
Convertible senior notes, net—non-current | 989,686 | 1,538,688 |
Total liabilities | 2,021,552 | 2,066,296 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 171,124,883 shares and 166,658,253 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 171 | 167 |
Additional paid-in capital | 17,689,096 | 17,591,551 |
Accumulated deficit | (16,148,215) | (15,228,655) |
Accumulated other comprehensive loss | (38,966) | (36,990) |
Total stockholders’ equity | 1,502,086 | 2,326,073 |
Total liabilities and stockholders’ equity | $ 3,523,638 | $ 4,392,369 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 3,881 | $ 4,240 |
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) | 171,124,883 | 166,658,253 |
Common stock, outstanding (in shares) | 171,124,883 | 166,658,253 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 642,444 | $ 652,406 | $ 1,288,575 | $ 1,281,650 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) | 188,059 | 190,540 | 382,597 | 380,647 |
Advertising and marketing | 170,270 | 178,756 | 353,599 | 355,546 |
Sales | 50,438 | 53,530 | 104,802 | 108,020 |
Technology and development | 76,751 | 87,309 | 158,139 | 174,294 |
General and administrative | 109,552 | 125,841 | 221,249 | 239,986 |
Goodwill impairment | 790,000 | 0 | 790,000 | 0 |
Acquisition, integration, and transformation costs | 457 | 5,080 | 830 | 11,024 |
Restructuring costs | 1,500 | 7,530 | 11,173 | 15,632 |
Amortization of intangible assets | 94,862 | 72,511 | 189,919 | 139,371 |
Depreciation of property and equipment | 1,703 | 2,954 | 4,537 | 5,877 |
Total costs and expenses | 1,483,592 | 724,051 | 2,216,845 | 1,430,397 |
Loss from operations | (841,148) | (71,645) | (928,270) | (148,747) |
Interest income | (13,572) | (11,558) | (27,514) | (20,469) |
Interest expense | 5,648 | 5,835 | 11,297 | 11,098 |
Other expense (income), net | 563 | 207 | 933 | (4,700) |
Loss before provision for income taxes | (833,787) | (66,129) | (912,986) | (134,676) |
Provision for income taxes | 3,884 | (952) | 6,574 | (271) |
Net loss | (837,671) | (65,177) | (919,560) | (134,405) |
Other comprehensive loss, net of tax: | ||||
Currency translation adjustment | (337) | 2,217 | (1,976) | 3,996 |
Comprehensive loss | $ (838,008) | $ (62,960) | $ (921,536) | $ (130,409) |
Net loss per share, basic (in dollars per share) | $ (4.92) | $ (0.40) | $ (5.44) | $ (0.82) |
Net loss per share, diluted (in dollars per share) | $ (4.92) | $ (0.40) | $ (5.44) | $ (0.82) |
Weighted-average shares used to compute basic net loss per share (in shares) | 170,229,583 | 164,171,372 | 168,980,165 | 163,550,481 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 170,229,583 | 164,171,372 | 168,980,165 | 163,550,481 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Gain (Loss) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance as of beginning of the period (in shares) | 162,840,360 | ||||
Balance as of beginning 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, net (in shares) | 78,033 | ||||
Exercise of stock options | 677 | 677 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,687,051 | ||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 2 | (2) | ||
Issuance of stock under employee stock purchase plan (in shares) | 271,736 | ||||
Issuance of stock under employee stock purchase plan | 5,790 | 5,790 | |||
Stock-based compensation | 111,341 | 111,341 | |||
Other comprehensive income (loss), net of tax | 3,996 | 3,996 | |||
Net loss | (134,405) | (134,405) | |||
Balance as of end of the period (in shares) at Jun. 30, 2023 | 164,877,180 | ||||
Balance as of end of the period at Jun. 30, 2023 | 2,295,144 | $ 165 | 17,476,451 | (15,142,692) | (38,780) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance as of beginning of the period (in shares) | 163,919,394 | ||||
Balance as of beginning of the period at Mar. 31, 2023 | 2,291,226 | $ 164 | 17,409,574 | (15,077,515) | (40,997) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net (in shares) | 49,906 | ||||
Exercise of stock options | 381 | 381 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 636,144 | ||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 1 | (1) | ||
Issuance of stock under employee stock purchase plan (in shares) | 271,736 | ||||
Issuance of stock under employee stock purchase plan | 5,790 | 5,790 | |||
Stock-based compensation | 60,707 | 60,707 | |||
Other comprehensive income (loss), net of tax | 2,217 | 2,217 | |||
Net loss | (65,177) | (65,177) | |||
Balance as of end of the period (in shares) at Jun. 30, 2023 | 164,877,180 | ||||
Balance as of end of the period at Jun. 30, 2023 | $ 2,295,144 | $ 165 | 17,476,451 | (15,142,692) | (38,780) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance as of beginning of the period (in shares) | 164,877,180 | ||||
Balance as of beginning of the period (in shares) | 166,658,253 | 166,658,253 | |||
Balance as of beginning of the period at Dec. 31, 2023 | $ 2,326,073 | $ 167 | 17,591,551 | (15,228,655) | (36,990) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net (in shares) | 247,013 | 247,013 | |||
Exercise of stock options | $ 2,677 | 2,677 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 3,915,549 | ||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 4 | (4) | ||
Issuance of stock under employee stock purchase plan (in shares) | 304,068 | ||||
Issuance of stock under employee stock purchase plan | 3,153 | 3,153 | |||
Stock-based compensation | 91,719 | 91,719 | |||
Other comprehensive income (loss), net of tax | (1,976) | (1,976) | |||
Net loss | $ (919,560) | (919,560) | |||
Balance as of end of the period (in shares) at Jun. 30, 2024 | 171,124,883 | 171,124,883 | |||
Balance as of end of the period at Jun. 30, 2024 | $ 1,502,086 | $ 171 | 17,689,096 | (16,148,215) | (38,966) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance as of beginning of the period (in shares) | 169,314,029 | ||||
Balance as of beginning of the period at Mar. 31, 2024 | 2,288,898 | $ 169 | 17,637,902 | (15,310,544) | (38,629) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net (in shares) | 222,941 | ||||
Exercise of stock options | 2,546 | 2,546 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,283,845 | ||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 2 | (2) | ||
Issuance of stock under employee stock purchase plan (in shares) | 304,068 | ||||
Issuance of stock under employee stock purchase plan | 3,153 | 3,153 | |||
Stock-based compensation | 45,497 | 45,497 | |||
Other comprehensive income (loss), net of tax | (337) | (337) | |||
Net loss | $ (837,671) | (837,671) | |||
Balance as of end of the period (in shares) at Jun. 30, 2024 | 171,124,883 | 171,124,883 | |||
Balance as of end of the period at Jun. 30, 2024 | $ 1,502,086 | $ 171 | $ 17,689,096 | $ (16,148,215) | $ (38,966) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance as of beginning of the period (in shares) | 171,124,883 | 171,124,883 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (919,560) | $ (134,405) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Goodwill impairment | 790,000 | 0 |
Amortization of intangible assets | 189,919 | 139,371 |
Depreciation of property and equipment | 4,537 | 5,877 |
Amortization of right-of-use assets | 4,902 | 5,778 |
Provision for allowances for doubtful accounts | 810 | 3,048 |
Stock-based compensation | 84,432 | 101,763 |
Deferred income taxes | 1,368 | (3,557) |
Other, net | 2,695 | 7,587 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,971) | (7,032) |
Prepaid expenses and other current assets | (13,017) | 16,625 |
Inventory | (6,032) | 20,613 |
Other assets | 676 | (17,463) |
Accounts payable | 12,614 | (31,788) |
Accrued expenses and other current liabilities | 154 | 20,742 |
Accrued compensation | (45,802) | (15,532) |
Deferred revenue | (1,638) | 7,546 |
Operating lease liabilities | (5,424) | (4,946) |
Other liabilities | (60) | 111 |
Net cash provided by operating activities | 97,603 | 114,338 |
Cash flows from investing activities: | ||
Capital expenditures | (3,061) | (4,267) |
Capitalized software development costs | (60,199) | (77,927) |
Net cash used in investing activities | (63,260) | (82,194) |
Cash flows from financing activities: | ||
Net proceeds from the exercise of stock options | 2,677 | 677 |
Proceeds from employee stock purchase plan | 2,798 | 5,435 |
Cash received for withholding taxes on stock-based compensation, net | 83 | 1,450 |
Other, net | (2) | (1) |
Net cash provided by financing activities | 5,556 | 7,561 |
Net increase in cash and cash equivalents | 39,899 | 39,705 |
Effect of foreign currency exchange rate changes | (1,191) | 808 |
Cash and cash equivalents at beginning of the period | 1,123,675 | 918,182 |
Cash and cash equivalents at end of the period | 1,162,383 | 958,695 |
Cash paid for income taxes, net | 4,613 | 785 |
Interest paid | 8,662 | 8,676 |
Supplemental disclosure of non-cash investing activities | ||
Accruals related to Property and equipment, net and Intangible assets, net | $ 3,099 | $ 8,580 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in whole person virtual care, forging a new healthcare experience with better convenience, outcomes, and value. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience . The Company 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. The Company’s principal executive office is located in Purchase, New York. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements for t he six months ended June 30, 2024 and 2023, in the opinion of management, reflect all adjustments (consisting of normal recurring ac cruals) necessary for a fair presentation of the Condensed Consolidated Results of Operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These 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 $64.1 million and $0.0 million and $58.8 million and $0.0 million for the three months ended June 30, 2024 and 2023, respectively. Total revenue and net loss for the VIE were $134.1 million and $0.0 million and $120.4 million and $0.0 million for the six months ended June 30, 2024 and 2023, respectively. The VIE’s total assets, all of which were current, were $25.2 million and $20.6 million at June 30, 2024 and December 31, 2023, respectively. The VIE’s total liabilities, all of which were current, were $73.8 million and $69.2 million at June 30, 2024 and December 31, 2023, respectively. The VIE’s total stockholders’ deficit was $48.6 million and $48.6 million at June 30, 2024 and December 31, 2023, respectively. All intercompany transactions and balances have been eliminated. 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 condensed 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 condensed 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 condensed 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 Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed 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 Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting policies in the 2023 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation." 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. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial disclosures. In March 2024, the SEC issued Release Nos. 33-11275; 34-99678 "The Enhancement and Standardization of Climate-Related Disclosures for Investors" to improve the consistency, comparability, and reliability of disclosures on the financial effects of climate-related risks on a registrant's operations and how it manages these risks. The compliance date for this release was scheduled to be fiscal year 2025 for large accelerated filers. On April 4, 2024, the SEC voluntarily stayed implementation of this new rule pending judicial review. The Company is currently analyzing the impact that the new climate-related rules will have on its consolidated financial statements. |
Revenue, Deferred Revenue, and
Revenue, Deferred Revenue, and Deferred Device and Contract Costs | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Deferred Revenue, and Deferred Device and Contract Costs | Revenue, Deferred Revenue, and Deferred Device and Contract Costs The Company generates access fees from customers, which primarily consist of employers, health plans, hospitals and health systems, insurance and financial services companies (collectively “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 and also by geography (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenue by Type Access fees $ 559,648 $ 575,661 $ 1,116,822 $ 1,126,531 Other 82,796 76,745 171,753 155,119 Total Revenue $ 642,444 $ 652,406 $ 1,288,575 $ 1,281,650 Revenue by Geography U.S. Revenue $ 540,802 $ 561,787 $ 1,088,402 $ 1,103,448 International Revenue 101,642 90,619 200,173 178,202 Total Revenue $ 642,444 $ 652,406 $ 1,288,575 $ 1,281,650 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. The following table summarizes deferred revenue activities for the periods presented (in thousands): Six Months Ended 2024 2023 Beginning balance $ 109,282 $ 113,786 Cash collected 66,593 84,591 Revenue recognized (68,698) (76,752) Ending balance $ 107,177 $ 121,625 The Company expects to recognize $78.5 million of revenue throughout the remainder of 2024, $21.9 million of revenue in the year ending December 31, 2025, and the remaining balance thereafter related to future performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2024. 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 June 30, As of December 31, Deferred device and contract costs, current $ 35,330 $ 32,703 Deferred device and contract costs, noncurrent 17,448 17,573 Total deferred device and contract costs $ 52,778 $ 50,276 Deferred device and contract costs were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2023 $ 50,276 Additions 19,188 Cost of revenue recognized (16,686) Ending balance as of June 30, 2024 $ 52,778 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): As of June 30, As of December 31, Raw materials and purchased parts $ 9,387 $ 9,338 Work in process 723 299 Finished goods 24,786 19,876 Total inventories $ 34,896 $ 29,513 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, As of December 31, Prepaid expenses $ 78,251 $ 65,651 Deferred device and contract costs, current 35,330 32,703 Other receivables 11,538 12,640 Other current assets 5,837 7,443 Total prepaid expenses and other current assets $ 130,956 $ 118,437 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill consisted of the following (in thousands): Teladoc Health Integrated BetterHelp Total Balance as of December 31, 2023 $ — $ 1,073,190 $ 1,073,190 Impairment — (790,000) (790,000) Balance as of June 30, 2024 $ — $ 283,190 $ 283,190 As a result of sustained decreases in the Company’s publicly quoted share price and market capitalization as well as changes in the operating results of the BetterHelp reporting unit, the Company conducted an interim test of its goodwill, definite-lived intangibles, and other long-lived assets at June 30, 2024. Following this test, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but recorded a $790.0 million non-deductible, non-cash goodwill impairment charge for the three and six months ended June 30, 2024, or $4.64 per basic and diluted share for the three months ended June 30, 2024 and $4.68 per basic and diluted share for the six months ended June 30, 2024. The Company’s June 30, 2024 goodwill impairment testing was performed using a discounted cash flow method under the income approach. Unlike in prior testing, the Company did not utilize the market approach because of limited availability of relevant comparable company information. The Company believes using only the income approach is appropriate as it most directly reflects its future growth and profitability expectations. For the Company’s June 30, 2024 impairment testing, the Company reduced its estimated future cash flows related to its BetterHelp reporting unit used in the impairment assessment, including revenues and margin, to reflect its best and most recent estimates at this time. The Company also updated certain significant inputs into the valuation models including the discount rate, which increased to 15%, reflecting, in part, higher interest rates. The Company’s updates to its discount rate and estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit. After recording this goodwill impairment charge, there is no excess of the BetterHelp reporting unit’s fair value over its carrying value, so any further decrease in the reporting unit’s fair value would result in an additional impairment charge. In the event there are further adverse changes in the Company’s projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and/or a lower terminal growth rate, the Company may be required to record additional non-cash impairment charges to its goodwill, other intangibles, and other long-lived assets. Such non-cash charges could have a material adverse effect on the Company’s Condensed Consolidated Statement of Operations and Balance Sheets in the reporting period of the charge. Goodwill is net of accumulated impairment charges of $14.2 billion, of which $12.3 billion was recognized prior to the Company reorganizing its reporting structure to include two reportable segments on October 1, 2022, $1.1 billion was recognized in the year ended December 31, 2022 on the goodwill assigned to the Teladoc Health Integrated Care segment, and $0.8 billion was recognized on the goodwill assigned to the BetterHelp segment in the six months ended June 30, 2024. |
Intangible Assets, Net and Cert
Intangible Assets, Net and Certain Cloud Computing Costs | 6 Months Ended |
Jun. 30, 2024 | |
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 (in thousands, except years): Useful Gross Value Accumulated Net Carrying Weighted June 30, 2024 Client relationships 2 to 20 years $ 1,457,673 $ (441,645) $ 1,016,028 12.0 Trademarks 2 to 15 years 324,924 (239,084) 85,840 6.3 Software 3 to 5 years 517,200 (222,762) 294,438 2.3 Acquired technology 4 to 7 years 341,715 (190,523) 151,192 3.2 Intangible assets, net $ 2,641,512 $ (1,094,014) $ 1,547,498 9.0 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 The following table presents the Company's amortization of intangible assets expense by component (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Amortization of acquired intangibles $ 64,102 $ 52,762 $ 128,283 $ 103,021 Amortization of capitalized software development costs 30,760 19,749 61,636 36,350 Amortization of intangible assets expense $ 94,862 $ 72,511 $ 189,919 $ 139,371 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 of intangible assets that are associated with the Livongo trademark, increasing amortization of intangible assets expense beginning in the second half of the year ending December 31, 2023 and continuing thereafter. The change in accounting estimate resulted in additional amortization of intangible expense for acquired intangibles of $18.6 million, or $0.11 per basic and diluted share, for the three months ended June 30, 2024 and $37.2 million, or $0.22 per basic and diluted share, for the six months ended June 30, 2024. Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of June 30, 2024 was as follows (in thousands): Years Ending December 31, 2024 $ 174,604 2025 293,052 2026 239,825 2027 166,337 2028 and thereafter 673,680 $ 1,547,498 Net cloud computing costs, which are primarily related to the implementation of the Company's customer relationship management ("CRM") and enterprise resource planning ("ERP") systems, are recorded in "Other assets" within the Company's Condensed Consolidated Balance Sheets. As of June 30, 2024 and December 31, 2023, those costs were $43.1 million and $41.1 million, respectively. The associated expense for cloud computing costs, which is recorded in general and administration expense, was $1.2 million and $1.0 million for the three months ended June 30, 2024 and 2023, respectively. The associated expense for cloud computing costs for the six months ended June 30, 2024 and 2023 was |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities As of June 30, As of December 31, Client performance guarantees and accrued rebates $ 34,283 $ 36,934 Marketing and advertising 31,155 34,427 Franchise, sales and other taxes 16,459 12,933 Consulting fees/provider fees 15,390 16,416 Operating lease liabilities—current 10,718 10,752 Professional fees 9,750 9,910 Information technology 8,007 7,605 Insurance 7,453 5,777 Lease abandonment obligation—current 3,243 3,800 Staff augmentation 2,662 4,287 Interest payable 1,482 1,481 Income tax payable 756 621 Other 32,446 33,691 Total $ 173,804 $ 178,634 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Outstanding Convertible Senior Notes As of June 30, 2024, 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 Health, Inc. (“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 and the 2025 Notes, the “Notes”). The following table presents certain terms of the Notes that were outstanding as of June 30, 2024: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of June 30, 2024 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of June 30, 2024 (in millions) (1) $ 831.0 $ 0.6 $ 524.2 Fair Value as of December 31, 2023 (in millions) (1) $ 822.0 $ 0.3 $ 513.7 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 June 30, 2024 4.1258 18.6621 13.9400 Remaining Contractual Life as of June 30, 2024 2.9 years 0.9 years 0.9 years (1) The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. “Basis of Presentation and Principles of Consolidation.” 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 41 st 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 Condensed 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): As of June 30, As of December 31, 2025 Notes Principal $ 725 $ 725 Less: Debt discount, net (1) (3) (4) Net carrying amount 722 721 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) — — Net carrying amount 550,000 550,000 2027 Notes Principal 1,000,000 1,000,000 Less: Debt discount, net (1) (10,314) (12,033) Net carrying amount 989,686 987,967 Total net carrying amount $ 1,540,408 $ 1,538,688 Convertible senior notes, net—current $ 550,722 $ — Convertible senior notes, net—non-current 989,686 1,538,688 Total net carrying amount $ 1,540,408 $ 1,538,688 (1) Included in the accompanying Condensed Consolidated Balance Sheets within Convertible senior notes, net—current and Convertible senior notes, net—non-current and amortized to interest expense over the expected life of the Notes using the effective interest rate method. The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended Six Months Ended 2025 Notes 2024 2023 2024 2023 Contractual interest expense $ 3 $ 2 $ 5 $ 5 Amortization of debt discount 1 1 2 2 Total $ 4 $ 3 $ 7 $ 7 Effective interest rate 1.8 % 1.8 % 1.8 % 1.8 % Three Months Ended Six Months Ended Livongo Notes 2024 2023 2024 2023 Contractual interest expense $ 1,203 $ 1,203 $ 2,406 $ 2,406 Amortization of debt discount — — — — Total $ 1,203 $ 1,203 $ 2,406 $ 2,406 Effective interest rate 0.9 % 0.9 % 0.9 % 0.9 % Three Months Ended Six Months Ended 2027 Notes 2024 2023 2024 2023 Contractual interest expense $ 3,125 $ 3,125 $ 6,250 $ 6,250 Amortization of debt discount 861 847 1,719 1,691 Total $ 3,986 $ 3,972 $ 7,969 $ 7,941 Effective interest rate 1.6 % 1.6 % 1.6 % 1.6 % |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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 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 June 30, 2024 $ 6,800 2025 12,359 2026 11,173 2027 8,078 2028 5,909 2029 and thereafter 12,961 Total future minimum payments 57,280 Less: imputed interest (8,846) Present value of lease liabilities $ 48,434 Accrued expenses and other current liabilities $ 10,718 Operating lease liabilities, net of current portion $ 37,716 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 The Company recorded certain restructuring costs related to lease impairments and the related charges due to the abandonment and/or exit of excess leased office space. However, the lease liabilities related to these spaces remain an outstanding obligation of the Company as of June 30, 2024. See Note. 11, “Restructuring,” for further information. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company accounts for restructuring costs in accordance with Accounting Standards Codification ("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 Condensed Consolidated Statements of Operations and Other Comprehensive Loss as they are recognized. The Company previously disclosed that, as a result of its comprehensive operational review of the business and in order to drive efficiency to reduce costs and improve profit growth, it expected to incur pre-tax charges in the range of $12 million to $16 million in the year ending December 31, 2024. The charges will primarily relate to employee transition, severance, employee benefits, and related costs needed to execute on various optimization initiatives. During the three months ended June 30, 2024, the Company recorded $1.5 million of restructuring costs, of which $1.3 million was for employee transition, severance, employee benefits, and related costs and $0.1 million was for other restructuring related costs. During the six months ended June 30, 2024, the Company recorded $11.2 million of restructuring costs, of which $8.3 million was for employee transition, severance, employee benefits, and related costs and $2.8 million was for other restructuring related costs. During the three months ended June 30, 2023, the Company recorded $7.5 million of restructuring costs, of which $0.5 million was for employee transition, severance, employee benefits, and related costs and $7.0 million was related to cost associated with office space reductions, including $7.0 million of right-of-use asset impairment charges. During the six months ended June 30, 2023, the Company recorded $15.6 million of restructuring costs, of which $7.7 million was for employee transition, severance, employee benefits, and related costs and $7.9 million was related to cost associated with office space reductions, including $4.9 million of right-of-use asset impairment charges. The portion of these expenses that are to be settled by cash disbursements were accounted for as a restructuring liability under the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets. The table below summarizes the accrual and charges incurred and cash payments made with respect to the Company's restructurings, with the severance related portion included in the line item "Accrued compensation" and the lease termination and other related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheet as of June 30, 2024 (in thousands): Restructuring Plan Severance Lease Termination Other (1) Total Accrued Balance, December 31, 2023 $ — $ 3,800 $ — $ 3,800 Additional expenses (recoveries) 8,328 8 2,837 11,173 Cash payments (8,300) (565) (2,837) (11,702) Accrued Balance, June 30, 2024 $ 28 $ 3,243 $ — $ 3,271 |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
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 10,914,892 shares available for grant under the 2023 Plans at June 30, 2024. 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 Condensed Consolidated Statements 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 restricted stock unit (“RSU”)). The Company recognizes the forfeiture of stock-based awards as they occur. CEO New Hire Awards In connection with the commencement of employment of the Company's new Chief Executive Officer ("CEO") on June 10, 2024, the Company granted a new-hire incentive equity award to the CEO under the Company’s 2023 Employment Inducement Incentive Award Plan. Such award had an aggregate grant date target value of approximately $15.0 million and consisted of 939,849 performance stock units and 469,924 restricted stock units. The fair value of approximately one-fourth of the performance stock units has not yet been determined and will be after the performance criteria for those awards has been established. The expense recognition for all the performance stock units will begin at the start of their performance periods, which will be January 1, 2025. The restricted stock units issued to the CEO are expected to vest one-third on the first anniversary of the grant date and in eight substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, in each case subject to the CEO's continued service on the applicable vesting date. The performance stock units issued to the CEO provide a target number of shares of the Company's common stock that would be earned at the end of a specified performance period based on (i) the Company's adjusted EBITDA for 2025 (“EBITDA PSUs”) and (ii) the Company's actual compound annual revenue growth rate during the period January 1, 2025 through December 31, 2027 (“Revenue CAGR PSUs”). Seven-twelfths of any earned EBITDA PSUs would vest on March 10, 2026 and the remaining five-twelfths would vest in five substantially equal quarterly installments over the subsequent 15 months. Any earned Revenue CAGR PSUs would vest on March 1, 2028. 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 and per share amounts and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Stock option grants 32,477 $ 20.66 N/A Stock options exercised (247,013) $ 10.84 N/A $ 674 Stock options forfeited (420,272) $ 38.85 N/A Balance at June 30, 2024 3,547,379 $ 27.24 4.27 $ 2,237 Vested or expected to vest at June 30, 2024 3,547,379 $ 27.24 4.27 $ 2,237 Exercisable at June 30, 2024 2,920,285 $ 26.95 3.35 $ 2,237 The total grant-date fair value of stock options granted during the three months ended June 30, 2024 and 2023 were $0.0 million and $0.6 million, respectively. The total grant-date fair value of stock options granted during the six months ended June 30, 2024 and 2023 were $0.4 million and $0.8 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 stock volatility of the Company’s stock 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: Six Months Ended 2024 2023 Volatility 67.86% - 67.94% 65.58% - 67.92% Expected term (in years) 4.3 4.3 Risk-free interest rate 3.85% - 3.90% 3.68% - 4.08% Dividend yield 0% 0% Weighted-average fair value of underlying stock options $11.55 $13.41 For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $2.2 million and $2.4 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $3.9 million and $4.7 million, respectively. As of June 30, 2024, the Company had $8.6 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 1.9 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. The Company records compensation expense 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, 2023 9,452,412 $ 34.70 Granted 5,188,724 $ 14.57 Vested and issued (3,688,952) $ 38.00 Forfeited (1,340,003) $ 28.14 Balance at June 30, 2024 9,612,181 $ 23.50 Vested and unissued at June 30, 2024 72,750 $ 42.97 Non-vested at June 30, 2024 9,539,431 $ 23.35 The total grant-date fair value of RSUs granted during the three months ended June 30, 2024 and 2023, was $8.5 million and $12.6 million, respectively. The total grant-date fair value of RSUs granted during the six months ended June 30, 2024 and 2023, was $75.6 million and $181.6 million, respectively. For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $39.2 million and $48.8 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $76.5 million and $87.4 million, respectively. As of June 30, 2024, the Company had $188.1 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 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 generally ranging from one 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 r anges 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, 2023 1,452,387 $ 36.82 Granted (1) 2,102,495 $ 13.56 Vested and issued (226,597) $ 49.58 Forfeited (427,312) $ 20.80 Performance adjustment (2) (246,495) Balance at June 30, 2024 2,654,478 $ 19.56 Vested and unissued at June 30, 2024 — $ — Non-vested at June 30, 2024 2,654,478 $ 19.56 (1) Granted excludes 0.2 million target shares for which the performance criteria has not been established as of June 30, 2024. (2) Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% of the target award. The total grant-date fair value of PSUs granted during the three months ended June 30, 2024 and 2023 was $8.1 million and $4.6 million, respectively. The total grant-date fair value of PSUs granted during the six months ended June 30, 2024 and 2023 was $28.5 million and $34.9 million, respectively. For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $0.3 million and $3.7 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $2.8 million and $7.2 million, respectively. As of June 30, 2024, the Company had $24.2 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 2.4 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“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 June 30, 2024. 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 the three months ended June 30, 2024 and 2023, the Company issued 304,068 shares and 271,736 shares, respectively, under the ESPP. As of June 30, 2024, 2,496,713 shares remained available for issuance. For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $0.4 million and $0.9 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $1.2 million and $2.4 million, respectively. As of June 30, 2024, the Company had $0.8 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 recorded as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 1,313 $ 1,243 $ 2,707 $ 2,596 Advertising and marketing 3,378 4,002 7,167 7,128 Sales 6,953 9,870 14,920 17,947 Technology and development 9,683 15,689 18,982 28,416 General and administrative 20,780 24,921 40,656 45,676 Total stock-based compensation expense 42,107 55,725 84,432 101,763 Capitalized stock-based compensation 3,390 4,982 7,287 9,578 Total stock-based compensation $ 45,497 $ 60,707 $ 91,719 $ 111,341 |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Provision for Income Taxes The Company recorded income tax expense of $3.9 million and $6.6 million for the three and six months ended June 30, 2024, respectively. The tax expenses recorded were the result of state tax law changes that occurred in the second quarter of 2024 and the tax shortfall associated with the stock-based compensation awards that vested in the year. The Company recorded income tax benefits of $1.0 million and $0.3 million for the three and six months ended June 30, 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 are presented in Note 9. Convertible Senior Notes, and its long-term operating leases, which are presented in Note 10. 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. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuit vigorously. 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. On May 17, 2024, a purported securities class action complaint (Stary v. Teladoc Health, Inc., et. al.) was filed in the United States District Court for the Southern District of New York against the Company and certain of the Company’s current and former 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 November 2, 2022 through February 20, 2024. The complaint asserts 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 July 15, 2024, a duplicative purported securities class action complaint (Waits 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 Waits were substantially similar to those in Stary. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuits vigorously. On June 18, 2024, a verified shareholder derivative complaint (Roy v. Gorevic, 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 current and former officers and directors. The complaint asserts violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement and abuse of control in connection with factual assertions similar to those in the purported securities class action complaint described in the preceding paragraph. 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. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuit vigorously. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2024 | |
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: goodwill impairment; provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; 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. 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): Three Months Ended Six Months Ended 2024 2023 2024 2023 Teladoc Health Integrated Care $ 377,421 $ 360,050 $ 754,532 $ 710,022 BetterHelp 265,023 292,356 534,043 571,628 Total Consolidated Revenue $ 642,444 $ 652,406 $ 1,288,575 $ 1,281,650 The following table presents Adjusted EBITDA by segment (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Teladoc Health Integrated Care $ 64,028 $ 37,968 $ 111,702 $ 73,095 BetterHelp 25,453 34,187 40,919 51,825 Total Consolidated Adjusted EBITDA $ 89,481 $ 72,155 $ 152,621 $ 124,920 The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Teladoc Health Integrated Care $ 64,028 $ 37,968 $ 111,702 $ 73,095 BetterHelp 25,453 34,187 40,919 51,825 Total consolidated Adjusted EBITDA 89,481 72,155 152,621 124,920 Less adjustments to reconcile to GAAP net loss Stock-based compensation 42,107 55,725 84,432 101,763 Goodwill impairment 790,000 — 790,000 — Acquisition, integration, and transformation costs 457 5,080 830 11,024 Restructuring costs 1,500 7,530 11,173 15,632 Amortization of intangible assets 94,862 72,511 189,919 139,371 Depreciation of property and equipment 1,703 2,954 4,537 5,877 Interest income (13,572) (11,558) (27,514) (20,469) Interest expense 5,648 5,835 11,297 11,098 Other expense (income), net 563 207 933 (4,700) Loss before provision for income taxes (833,787) (66,129) (912,986) (134,676) Provision for income taxes 3,884 (952) 6,574 (271) Net loss $ (837,671) $ (65,177) $ (919,560) $ (134,405) Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands): As of June 30, As of December 31, United States $ 25,773 $ 28,096 Other 3,557 3,936 Total long-lived assets $ 29,330 $ 32,032 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (837,671) | $ (65,177) | $ (919,560) | $ (134,405) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 shares | Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Stephany Verstraete [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On April 30, 2024, Stephany Verstraete, our Chief Marketing Officer, adopted a Rule 10b5-1 trading plan. Ms. Verstraete's trading plan provides for the sale of up to 174,212 shares of our common stock through January 2025. | |
Name | Stephany Verstraete | |
Title | Chief Marketing Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | April 30, 2024 | |
Arrangement Duration | 276 days | |
Aggregate Available | 174,212 | 174,212 |
Andrew Turitz [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 3, 2024, Andrew Turitz, our Executive Vice President of Corporate Development, terminated his Rule 10b5-1 trading plan that was adopted on November 27, 2023. Separately, on June 4, 2024, Mr. Turitz adopted a new Rule 10b5-1 trading plan that provides for the sale of up to 188,271 shares of our common stock through June 2025. | |
Andrew Turitz November 2023 Plan [Member] | Andrew Turitz [Member] | ||
Trading Arrangements, by Individual | ||
Name | Andrew Turitz | |
Title | Executive Vice President of Corporate Development | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | On June 3, 2024 | |
Andrew Turitz June 2024 Plan [Member] | Andrew Turitz [Member] | ||
Trading Arrangements, by Individual | ||
Name | Mr. Turitz | |
Title | Executive Vice President of Corporate Development | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 4, 2024 | |
Arrangement Duration | 391 days | |
Aggregate Available | 188,271 | 188,271 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements for t he six months ended June 30, 2024 and 2023, in the opinion of management, reflect all adjustments (consisting of normal recurring ac cruals) necessary for a fair presentation of the Condensed Consolidated Results of Operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These 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. |
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. |
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 condensed 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 condensed 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 condensed 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 Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed 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 Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting policies in the 2023 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation." |
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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial disclosures. In March 2024, the SEC issued Release Nos. 33-11275; 34-99678 "The Enhancement and Standardization of Climate-Related Disclosures for Investors" to improve the consistency, comparability, and reliability of disclosures on the financial effects of climate-related risks on a registrant's operations and how it manages these risks. The compliance date for this release was scheduled to be fiscal year 2025 for large accelerated filers. On April 4, 2024, the SEC voluntarily stayed implementation of this new rule pending judicial review. The Company is currently analyzing the impact that the new climate-related rules will have on its consolidated financial statements. |
Revenue, Deferred Revenue, an_2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenue by Type Access fees $ 559,648 $ 575,661 $ 1,116,822 $ 1,126,531 Other 82,796 76,745 171,753 155,119 Total Revenue $ 642,444 $ 652,406 $ 1,288,575 $ 1,281,650 Revenue by Geography U.S. Revenue $ 540,802 $ 561,787 $ 1,088,402 $ 1,103,448 International Revenue 101,642 90,619 200,173 178,202 Total Revenue $ 642,444 $ 652,406 $ 1,288,575 $ 1,281,650 |
Schedule of Deferred Revenue Activities | The following table summarizes deferred revenue activities for the periods presented (in thousands): Six Months Ended 2024 2023 Beginning balance $ 109,282 $ 113,786 Cash collected 66,593 84,591 Revenue recognized (68,698) (76,752) Ending balance $ 107,177 $ 121,625 |
Schedule of 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 June 30, As of December 31, Deferred device and contract costs, current $ 35,330 $ 32,703 Deferred device and contract costs, noncurrent 17,448 17,573 Total deferred device and contract costs $ 52,778 $ 50,276 Deferred device and contract costs were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2023 $ 50,276 Additions 19,188 Cost of revenue recognized (16,686) Ending balance as of June 30, 2024 $ 52,778 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following (in thousands): As of June 30, As of December 31, Raw materials and purchased parts $ 9,387 $ 9,338 Work in process 723 299 Finished goods 24,786 19,876 Total inventories $ 34,896 $ 29,513 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of June 30, As of December 31, Prepaid expenses $ 78,251 $ 65,651 Deferred device and contract costs, current 35,330 32,703 Other receivables 11,538 12,640 Other current assets 5,837 7,443 Total prepaid expenses and other current assets $ 130,956 $ 118,437 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Goodwill consisted of the following (in thousands): Teladoc Health Integrated BetterHelp Total Balance as of December 31, 2023 $ — $ 1,073,190 $ 1,073,190 Impairment — (790,000) (790,000) Balance as of June 30, 2024 $ — $ 283,190 $ 283,190 |
Intangible Assets, Net and Ce_2
Intangible Assets, Net and Certain Cloud Computing Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following (in thousands, except years): Useful Gross Value Accumulated Net Carrying Weighted June 30, 2024 Client relationships 2 to 20 years $ 1,457,673 $ (441,645) $ 1,016,028 12.0 Trademarks 2 to 15 years 324,924 (239,084) 85,840 6.3 Software 3 to 5 years 517,200 (222,762) 294,438 2.3 Acquired technology 4 to 7 years 341,715 (190,523) 151,192 3.2 Intangible assets, net $ 2,641,512 $ (1,094,014) $ 1,547,498 9.0 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 |
Schedule of Amortization of Intangible Assets Expense by Components | The following table presents the Company's amortization of intangible assets expense by component (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Amortization of acquired intangibles $ 64,102 $ 52,762 $ 128,283 $ 103,021 Amortization of capitalized software development costs 30,760 19,749 61,636 36,350 Amortization of intangible assets expense $ 94,862 $ 72,511 $ 189,919 $ 139,371 |
Schedule of Periodic Amortization of Intangible Assets to be Charged to Expense over the Remaining Life of Intangible Assets | Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of June 30, 2024 was as follows (in thousands): Years Ending December 31, 2024 $ 174,604 2025 293,052 2026 239,825 2027 166,337 2028 and thereafter 673,680 $ 1,547,498 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities As of June 30, As of December 31, Client performance guarantees and accrued rebates $ 34,283 $ 36,934 Marketing and advertising 31,155 34,427 Franchise, sales and other taxes 16,459 12,933 Consulting fees/provider fees 15,390 16,416 Operating lease liabilities—current 10,718 10,752 Professional fees 9,750 9,910 Information technology 8,007 7,605 Insurance 7,453 5,777 Lease abandonment obligation—current 3,243 3,800 Staff augmentation 2,662 4,287 Interest payable 1,482 1,481 Income tax payable 756 621 Other 32,446 33,691 Total $ 173,804 $ 178,634 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | The following table presents certain terms of the Notes that were outstanding as of June 30, 2024: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of June 30, 2024 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of June 30, 2024 (in millions) (1) $ 831.0 $ 0.6 $ 524.2 Fair Value as of December 31, 2023 (in millions) (1) $ 822.0 $ 0.3 $ 513.7 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 June 30, 2024 4.1258 18.6621 13.9400 Remaining Contractual Life as of June 30, 2024 2.9 years 0.9 years 0.9 years (1) The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. “Basis of Presentation and Principles of Consolidation.” |
Schedule of Net Carrying Values of Debt | The net carrying values of the Notes consisted of the following (in thousands): As of June 30, As of December 31, 2025 Notes Principal $ 725 $ 725 Less: Debt discount, net (1) (3) (4) Net carrying amount 722 721 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) — — Net carrying amount 550,000 550,000 2027 Notes Principal 1,000,000 1,000,000 Less: Debt discount, net (1) (10,314) (12,033) Net carrying amount 989,686 987,967 Total net carrying amount $ 1,540,408 $ 1,538,688 Convertible senior notes, net—current $ 550,722 $ — Convertible senior notes, net—non-current 989,686 1,538,688 Total net carrying amount $ 1,540,408 $ 1,538,688 (1) Included in the accompanying Condensed Consolidated Balance Sheets within Convertible senior notes, net—current and Convertible senior notes, net—non-current and amortized to interest expense over the expected life of the Notes using the effective interest rate method. |
Schedule of Total Interest Expense Recognized Related to Debt | The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended Six Months Ended 2025 Notes 2024 2023 2024 2023 Contractual interest expense $ 3 $ 2 $ 5 $ 5 Amortization of debt discount 1 1 2 2 Total $ 4 $ 3 $ 7 $ 7 Effective interest rate 1.8 % 1.8 % 1.8 % 1.8 % Three Months Ended Six Months Ended Livongo Notes 2024 2023 2024 2023 Contractual interest expense $ 1,203 $ 1,203 $ 2,406 $ 2,406 Amortization of debt discount — — — — Total $ 1,203 $ 1,203 $ 2,406 $ 2,406 Effective interest rate 0.9 % 0.9 % 0.9 % 0.9 % Three Months Ended Six Months Ended 2027 Notes 2024 2023 2024 2023 Contractual interest expense $ 3,125 $ 3,125 $ 6,250 $ 6,250 Amortization of debt discount 861 847 1,719 1,691 Total $ 3,986 $ 3,972 $ 7,969 $ 7,941 Effective interest rate 1.6 % 1.6 % 1.6 % 1.6 % |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under non-cancelable operating leases were as follows (in thousands): Operating Leases: As of June 30, 2024 $ 6,800 2025 12,359 2026 11,173 2027 8,078 2028 5,909 2029 and thereafter 12,961 Total future minimum payments 57,280 Less: imputed interest (8,846) Present value of lease liabilities $ 48,434 Accrued expenses and other current liabilities $ 10,718 Operating lease liabilities, net of current portion $ 37,716 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Accrual and Charges Incurred Related to Restructuring | The table below summarizes the accrual and charges incurred and cash payments made with respect to the Company's restructurings, with the severance related portion included in the line item "Accrued compensation" and the lease termination and other related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheet as of June 30, 2024 (in thousands): Restructuring Plan Severance Lease Termination Other (1) Total Accrued Balance, December 31, 2023 $ — $ 3,800 $ — $ 3,800 Additional expenses (recoveries) 8,328 8 2,837 11,173 Cash payments (8,300) (565) (2,837) (11,702) Accrued Balance, June 30, 2024 $ 28 $ 3,243 $ — $ 3,271 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Stock option grants 32,477 $ 20.66 N/A Stock options exercised (247,013) $ 10.84 N/A $ 674 Stock options forfeited (420,272) $ 38.85 N/A Balance at June 30, 2024 3,547,379 $ 27.24 4.27 $ 2,237 Vested or expected to vest at June 30, 2024 3,547,379 $ 27.24 4.27 $ 2,237 Exercisable at June 30, 2024 2,920,285 $ 26.95 3.35 $ 2,237 |
Schedule of 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: Six Months Ended 2024 2023 Volatility 67.86% - 67.94% 65.58% - 67.92% Expected term (in years) 4.3 4.3 Risk-free interest rate 3.85% - 3.90% 3.68% - 4.08% Dividend yield 0% 0% Weighted-average fair value of underlying stock options $11.55 $13.41 |
Schedule of Restricted Stock Units Activity | RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at December 31, 2023 9,452,412 $ 34.70 Granted 5,188,724 $ 14.57 Vested and issued (3,688,952) $ 38.00 Forfeited (1,340,003) $ 28.14 Balance at June 30, 2024 9,612,181 $ 23.50 Vested and unissued at June 30, 2024 72,750 $ 42.97 Non-vested at June 30, 2024 9,539,431 $ 23.35 |
Schedule of Performance-Based Units Activity | PSU activity under the Plans was as follows: Shares Weighted-Average Balance at December 31, 2023 1,452,387 $ 36.82 Granted (1) 2,102,495 $ 13.56 Vested and issued (226,597) $ 49.58 Forfeited (427,312) $ 20.80 Performance adjustment (2) (246,495) Balance at June 30, 2024 2,654,478 $ 19.56 Vested and unissued at June 30, 2024 — $ — Non-vested at June 30, 2024 2,654,478 $ 19.56 (1) Granted excludes 0.2 million target shares for which the performance criteria has not been established as of June 30, 2024. (2) Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% of the target award. |
Schedule of Total Compensation Costs for Stock-Based Awards | Total compensation costs for stock-based awards were recorded as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 1,313 $ 1,243 $ 2,707 $ 2,596 Advertising and marketing 3,378 4,002 7,167 7,128 Sales 6,953 9,870 14,920 17,947 Technology and development 9,683 15,689 18,982 28,416 General and administrative 20,780 24,921 40,656 45,676 Total stock-based compensation expense 42,107 55,725 84,432 101,763 Capitalized stock-based compensation 3,390 4,982 7,287 9,578 Total stock-based compensation $ 45,497 $ 60,707 $ 91,719 $ 111,341 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents revenues by segment (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Teladoc Health Integrated Care $ 377,421 $ 360,050 $ 754,532 $ 710,022 BetterHelp 265,023 292,356 534,043 571,628 Total Consolidated Revenue $ 642,444 $ 652,406 $ 1,288,575 $ 1,281,650 The following table presents Adjusted EBITDA by segment (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Teladoc Health Integrated Care $ 64,028 $ 37,968 $ 111,702 $ 73,095 BetterHelp 25,453 34,187 40,919 51,825 Total Consolidated Adjusted EBITDA $ 89,481 $ 72,155 $ 152,621 $ 124,920 |
Schedule of Reconciliation of Segment Profitability Adjusted EBITDA to Consolidated Net Loss | The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Teladoc Health Integrated Care $ 64,028 $ 37,968 $ 111,702 $ 73,095 BetterHelp 25,453 34,187 40,919 51,825 Total consolidated Adjusted EBITDA 89,481 72,155 152,621 124,920 Less adjustments to reconcile to GAAP net loss Stock-based compensation 42,107 55,725 84,432 101,763 Goodwill impairment 790,000 — 790,000 — Acquisition, integration, and transformation costs 457 5,080 830 11,024 Restructuring costs 1,500 7,530 11,173 15,632 Amortization of intangible assets 94,862 72,511 189,919 139,371 Depreciation of property and equipment 1,703 2,954 4,537 5,877 Interest income (13,572) (11,558) (27,514) (20,469) Interest expense 5,648 5,835 11,297 11,098 Other expense (income), net 563 207 933 (4,700) Loss before provision for income taxes (833,787) (66,129) (912,986) (134,676) Provision for income taxes 3,884 (952) 6,574 (271) Net loss $ (837,671) $ (65,177) $ (919,560) $ (134,405) |
Schedule of Geographic Data for Long-Lived Assets | Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands): As of June 30, As of December 31, United States $ 25,773 $ 28,096 Other 3,557 3,936 Total long-lived assets $ 29,330 $ 32,032 |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) professionalCorporation professionalAssociation | Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Variable interest entity | ||||||||
Number of professional associations consolidated as VIEs | professionalAssociation | 2 | |||||||
Number of professional corporations consolidated as VIEs | professionalCorporation | 10 | |||||||
Revenue | $ 642,444 | $ 652,406 | $ 1,288,575 | $ 1,281,650 | ||||
Net loss | (837,671) | (65,177) | (919,560) | (134,405) | ||||
Assets | 3,523,638 | 3,523,638 | $ 4,392,369 | |||||
Liabilities | 2,021,552 | 2,021,552 | 2,066,296 | |||||
Stockholders' deficit | 1,502,086 | 2,295,144 | 1,502,086 | 2,295,144 | $ 2,288,898 | 2,326,073 | $ 2,291,226 | $ 2,307,745 |
Variable Interest Entity, Primary Beneficiary | ||||||||
Variable interest entity | ||||||||
Revenue | 64,100 | 58,800 | 134,100 | 120,400 | ||||
Net loss | 0 | $ 0 | 0 | $ 0 | ||||
Assets | 25,200 | 25,200 | 20,600 | |||||
Liabilities | 73,800 | 73,800 | 69,200 | |||||
Stockholders' deficit | $ 48,600 | $ 48,600 | $ 48,600 |
Revenue, Deferred Revenue, an_3
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 642,444 | $ 652,406 | $ 1,288,575 | $ 1,281,650 |
U.S. Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 540,802 | 561,787 | 1,088,402 | 1,103,448 |
International Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 101,642 | 90,619 | 200,173 | 178,202 |
Access fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 559,648 | 575,661 | 1,116,822 | 1,126,531 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 82,796 | $ 76,745 | $ 171,753 | $ 155,119 |
Revenue, Deferred Revenue, an_4
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Revenue Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Contract With Customer Liability [Roll Forward] | ||
Beginning balance | $ 109,282 | $ 113,786 |
Cash collected | 66,593 | 84,591 |
Revenue recognized | (68,698) | (76,752) |
Ending balance | $ 107,177 | $ 121,625 |
Revenue, Deferred Revenue, an_5
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Narrative (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognized, performance obligation | $ 78.5 |
Period of performance obligation | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognized, performance obligation | $ 21.9 |
Period of performance obligation | 1 year |
Revenue, Deferred Revenue, an_6
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Deferred device and contract costs, current | $ 35,330 | $ 32,703 |
Deferred device and contract costs, noncurrent | 17,448 | 17,573 |
Total deferred device and contract costs | $ 52,778 | $ 50,276 |
Revenue, Deferred Revenue, an_7
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Deferred Device Cost And Other [Roll Forward] | |
Beginning balance as of December 31, 2023 | $ 50,276 |
Additions | 19,188 |
Cost of revenue recognized | (16,686) |
Ending balance as of June 30, 2024 | $ 52,778 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and purchased parts | $ 9,387 | $ 9,338 |
Work in process | 723 | 299 |
Finished goods | 24,786 | 19,876 |
Total inventories | $ 34,896 | $ 29,513 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 78,251 | $ 65,651 |
Deferred device and contract costs, current | 35,330 | 32,703 |
Other receivables | 11,538 | 12,640 |
Other current assets | 5,837 | 7,443 |
Total prepaid expenses and other current assets | $ 130,956 | $ 118,437 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 1,073,190 | |||
Impairment | $ (790,000) | $ 0 | (790,000) | $ 0 |
Goodwill, ending balance | 283,190 | 283,190 | ||
Teladoc Health Integrated Care | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 0 | |||
Impairment | 0 | |||
Goodwill, ending balance | 0 | 0 | ||
BetterHelp | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 1,073,190 | |||
Impairment | (790,000) | |||
Goodwill, ending balance | $ 283,190 | $ 283,190 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Oct. 01, 2022 USD ($) segment | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 790,000 | $ 0 | $ 790,000 | $ 0 | ||
Goodwill impairment loss per share, basic and diluted (in dollars per share) | $ / shares | $ 4.64 | $ 4.68 | ||||
Accumulated impairment charges | $ 12,300,000 | $ 14,200,000 | $ 14,200,000 | |||
Number of reportable segments | segment | 2 | 2 | ||||
Teladoc Health Integrated Care | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 0 | |||||
Accumulated impairment charges | $ 1,100,000 | |||||
BetterHelp | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | 790,000 | |||||
Accumulated impairment charges | $ 800,000 | $ 800,000 | ||||
Measurement Input, Discount Rate | ||||||
Goodwill [Line Items] | ||||||
Goodwill, measurement input | 0.15 |
Intangible Assets, Net and Ce_3
Intangible Assets, Net and Certain Cloud Computing Costs - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 2,641,512 | $ 2,584,733 |
Accumulated Amortization | (1,094,014) | (906,952) |
Net Carrying Value | $ 1,547,498 | $ 1,677,781 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 9 years | 9 years 3 months 18 days |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 1,457,673 | $ 1,460,857 |
Accumulated Amortization | (441,645) | (391,196) |
Net Carrying Value | $ 1,016,028 | $ 1,069,661 |
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 | 12 years 6 months |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 324,924 | $ 325,479 |
Accumulated Amortization | (239,084) | (189,330) |
Net Carrying Value | $ 85,840 | $ 136,149 |
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 3 months 18 days | 6 years 10 months 24 days |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 517,200 | $ 456,583 |
Accumulated Amortization | (222,762) | (161,108) |
Net Carrying Value | $ 294,438 | $ 295,475 |
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 3 months 18 days | 2 years 6 months |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 341,715 | $ 341,814 |
Accumulated Amortization | (190,523) | (165,318) |
Net Carrying Value | $ 151,192 | $ 176,496 |
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 2 months 12 days | 3 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 94,862 | $ 72,511 | $ 189,919 | $ 139,371 |
Amortization of capitalized software development costs | 30,760 | 19,749 | 61,636 | 36,350 |
Amortization of acquired intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 64,102 | $ 52,762 | $ 128,283 | $ 103,021 |
Intangible Assets, Net and Ce_5
Intangible Assets, Net and Certain Cloud Computing Costs - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Change in Accounting Estimate [Line Items] | |||||
Amortization of intangible assets | $ 94,862 | $ 72,511 | $ 189,919 | $ 139,371 | |
Earnings per share, basic (in dollars per share) | $ (4.92) | $ (0.40) | $ (5.44) | $ (0.82) | |
Earnings per share, diluted (in dollars per share) | $ (4.92) | $ (0.40) | $ (5.44) | $ (0.82) | |
Net cloud computing costs | $ 43,100 | $ 43,100 | $ 41,100 | ||
Cloud computing expense | 1,200 | $ 1,000 | 2,400 | $ 1,800 | |
Change in Accounting Method Accounted for as Change in Estimate | |||||
Change in Accounting Estimate [Line Items] | |||||
Amortization of intangible assets | $ 18,600 | $ 37,200 | |||
Earnings per share, basic (in dollars per share) | $ 0.11 | $ 0.22 | |||
Earnings per share, diluted (in dollars per share) | $ 0.11 | $ 0.22 |
Intangible Assets, Net and Ce_6
Intangible Assets, Net and Certain Cloud Computing Costs - Periodic Amortization of Intangible Assets to be Charged to Expense over the Remaining Life of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 174,604 | |
2025 | 293,052 | |
2026 | 239,825 | |
2027 | 166,337 | |
2028 and thereafter | 673,680 | |
Net Carrying Value | $ 1,547,498 | $ 1,677,781 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Client performance guarantees and accrued rebates | $ 34,283 | $ 36,934 |
Marketing and advertising | 31,155 | 34,427 |
Franchise, sales and other taxes | 16,459 | 12,933 |
Consulting fees/provider fees | 15,390 | 16,416 |
Operating lease liabilities—current | 10,718 | 10,752 |
Professional fees | 9,750 | 9,910 |
Information technology | 8,007 | 7,605 |
Insurance | 7,453 | 5,777 |
Lease abandonment obligation—current | 3,243 | 3,800 |
Staff augmentation | 2,662 | 4,287 |
Interest payable | 1,482 | 1,481 |
Income tax payable | 756 | 621 |
Other | 32,446 | 33,691 |
Total | $ 173,804 | $ 178,634 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, shares in Millions | 6 Months Ended | ||||
May 19, 2020 USD ($) | May 08, 2018 USD ($) | Jun. 30, 2024 USD ($) day debtSeries $ / shares shares | Dec. 31, 2023 USD ($) | Jun. 04, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||
Number of series of convertible senior debt outstanding | debtSeries | 3 | ||||
Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Principal multiple amount used in the conversion of the debt instrument | $ | $ 1,000 | ||||
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 (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 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||
Interest rate | 1.25% | ||||
Net proceeds from issuance of debt | $ | $ 975,900,000 | ||||
Offering costs | $ | $ 24,100,000 | ||||
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ | $ 287,500,000 | 725,000 | 725,000 | ||
Interest rate | 1.375% | ||||
Net proceeds from issuance of debt | $ | $ 279,100,000 | ||||
Offering costs | $ | $ 8,400,000 | ||||
Livongo Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ | $ 550,000,000 | $ 550,000,000 | $ 550,000,000 | ||
Interest rate | 0.875% | ||||
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 | ||||
Convertible debt, threshold, trading days preceding maturity date (in days) | day | 41 | ||||
Percentage of principal for repurchase price | 100% |
Convertible Senior Notes - Debt
Convertible Senior Notes - Debt Outstanding (Details) | 6 Months Ended | |
Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
2027 Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount Outstanding | $ 1,000,000,000 | |
Interest Rate Per Year | 1.25% | |
Fair value | $ 831,000,000 | $ 822,000,000 |
Conversion ratio | 0.0041258 | |
Remaining Contractual Life | 2 years 10 months 24 days | |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount Outstanding | $ 700,000 | |
Interest Rate Per Year | 1.375% | |
Fair value | $ 600,000 | 300,000 |
Conversion ratio | 0.0186621 | |
Remaining Contractual Life | 10 months 24 days | |
Livongo Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount Outstanding | $ 550,000,000 | |
Interest Rate Per Year | 0.875% | |
Fair value | $ 524,200,000 | $ 513,700,000 |
Conversion ratio | 0.01394 | |
Remaining Contractual Life | 10 months 24 days | |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Principal multiple amount used in the conversion of the debt instrument | $ 1,000 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net Carrying Values of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 04, 2020 | May 19, 2020 | May 08, 2018 |
Debt Instrument [Line Items] | |||||
Total net carrying amount | $ 1,540,408 | $ 1,538,688 | |||
Convertible senior notes, net—current | 550,722 | 0 | |||
Convertible senior notes, net—non-current | 989,686 | 1,538,688 | |||
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 725 | 725 | $ 287,500 | ||
Less: Debt discount, net | (3) | (4) | |||
Total net carrying amount | 722 | 721 | |||
Livongo Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 550,000 | 550,000 | $ 550,000 | ||
Less: Debt discount, net | 0 | 0 | |||
Total net carrying amount | 550,000 | 550,000 | |||
2027 Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | 1,000,000 | 1,000,000 | $ 1,000,000 | ||
Less: Debt discount, net | (10,314) | (12,033) | |||
Total net carrying amount | $ 989,686 | $ 987,967 |
Convertible Senior Notes - Tota
Convertible Senior Notes - Total Interest Expense Recognized Related to Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 3 | $ 2 | $ 5 | $ 5 |
Amortization of debt discount | 1 | 1 | 2 | 2 |
Total | $ 4 | $ 3 | $ 7 | $ 7 |
Effective interest rate | 1.80% | 1.80% | 1.80% | 1.80% |
Livongo Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 1,203 | $ 1,203 | $ 2,406 | $ 2,406 |
Amortization of debt discount | 0 | 0 | 0 | 0 |
Total | $ 1,203 | $ 1,203 | $ 2,406 | $ 2,406 |
Effective interest rate | 0.90% | 0.90% | 0.90% | 0.90% |
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 3,125 | $ 3,125 | $ 6,250 | $ 6,250 |
Amortization of debt discount | 861 | 847 | 1,719 | 1,691 |
Total | $ 3,986 | $ 3,972 | $ 7,969 | $ 7,941 |
Effective interest rate | 1.60% | 1.60% | 1.60% | 1.60% |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 30, 2024 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 1 year |
Options to extend lease terms | 1 year |
Lessor lease term | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 8 years |
Options to extend lease terms | 5 years |
Lessor lease term | 5 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating Leases: | ||
2024 | $ 6,800 | |
2025 | 12,359 | |
2026 | 11,173 | |
2027 | 8,078 | |
2028 | 5,909 | |
2029 and thereafter | 12,961 | |
Total future minimum payments | 57,280 | |
Less: imputed interest | (8,846) | |
Present value of lease liabilities | 48,434 | |
Accrued expenses and other current liabilities | $ 10,718 | $ 10,752 |
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 | $ 37,716 | $ 42,837 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 1,500 | $ 7,530 | $ 11,173 | $ 15,632 |
Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 1,300 | 500 | 8,300 | 7,700 |
Other Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 100 | 2,800 | ||
Lease Termination | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 7,000 | 7,900 | ||
Right-of-use asset impairment | $ 7,000 | $ 4,900 | ||
Minimum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected pre-tax charges for restructuring | 12,000 | 12,000 | ||
Maximum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected pre-tax charges for restructuring | $ 16,000 | $ 16,000 |
Restructuring - Accrual and Cha
Restructuring - Accrual and Charges Incurred Related to Restructuring (Details) - Restructuring Plan $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at beginning of year | $ 3,800 |
Additional expenses (recoveries) | 11,173 |
Cash payments | (11,702) |
Balance at end of year | 3,271 |
Severance | |
Restructuring Reserve [Roll Forward] | |
Balance at beginning of year | 0 |
Additional expenses (recoveries) | 8,328 |
Cash payments | (8,300) |
Balance at end of year | 28 |
Lease Termination | |
Restructuring Reserve [Roll Forward] | |
Balance at beginning of year | 3,800 |
Additional expenses (recoveries) | 8 |
Cash payments | (565) |
Balance at end of year | 3,243 |
Other | |
Restructuring Reserve [Roll Forward] | |
Balance at beginning of year | 0 |
Additional expenses (recoveries) | 2,837 |
Cash payments | (2,837) |
Balance at end of year | $ 0 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) installment shares | Jun. 30, 2023 USD ($) | Jun. 10, 2024 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | shares | 10,914,892 | 10,914,892 | |||
Grant date target value | $ 15,000 | ||||
Grant-date fair value of stock options granted | $ 0 | $ 600 | $ 400 | $ 800 | |
Stock-based compensation | 42,107 | 55,725 | $ 84,432 | $ 101,763 | |
Stock options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Dividend yield | 0% | 0% | |||
Stock-based compensation | 2,200 | 2,400 | $ 3,900 | $ 4,700 | |
Unrecognized compensation cost for stock options | 8,600 | $ 8,600 | |||
Period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days | ||||
Stock options | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Exercisable period (in years) | 10 years | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | shares | 469,924 | ||||
Vesting period | 3 years | ||||
Number of installment | installment | 8 | ||||
Vesting percentage | 33.33% | ||||
Installment period | 15 months | ||||
Stock-based compensation | 39,200 | 48,800 | $ 76,500 | 87,400 | |
Period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days | ||||
Grant-date fair value of restricted stock options granted | 8,500 | 12,600 | $ 75,600 | 181,600 | |
Unrecognized compensation cost related to non vested awards | 188,100 | $ 188,100 | |||
Restricted Stock Units (RSUs) | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Performance Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | shares | 939,849 | ||||
Number of installment | installment | 5 | ||||
Installment period | 15 months | ||||
Stock-based compensation | 300 | 3,700 | $ 2,800 | 7,200 | |
Period over which unrecognized compensation cost is expected to be recognized | 2 years 4 months 24 days | ||||
Grant-date fair value of restricted stock options granted | 8,100 | 4,600 | $ 28,500 | 34,900 | |
Unrecognized compensation cost related to non vested awards | 24,200 | $ 24,200 | |||
Performance Shares | Vesting period one | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 58.33% | ||||
Performance Shares | Vesting period two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 41.67% | ||||
Performance Shares | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Actual performance compared to performance conditions percentage | 0% | ||||
Performance Shares | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Actual performance compared to performance conditions percentage | 200% | ||||
ESPP | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 400 | $ 900 | $ 1,200 | $ 2,400 | |
Period over which unrecognized compensation cost is expected to be recognized | 4 months 24 days | ||||
Additional shares reserved for issuance under the plan (in shares) | shares | 3,000,000 | ||||
Shares reserved for issuance under the plan (in shares) | shares | 4,113,343 | 4,113,343 | |||
Maximum offering period | 27 months | ||||
Stock purchase price as a percentage of fair value | 85% | ||||
Issuance of stock under employee stock purchase plan (in shares) | shares | 304,068 | 271,736 | |||
Remaining shares available for issuance under the plan (in shares) | shares | 2,496,713 | 2,496,713 | |||
Unrecognized compensation cost | $ 800 | $ 800 |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Shares Outstanding | ||
Balance at beginning of period (in shares) | shares | 4,182,187 | |
Stock option grants (in shares) | shares | 32,477 | |
Stock options exercised (in shares) | shares | (247,013) | |
Stock options forfeited (in shares) | shares | (420,272) | |
Balance at end of period (in shares) | shares | 3,547,379 | 4,182,187 |
Vested or expected to vest at end of period (in shares) | shares | 3,547,379 | |
Exercisable at end of period (in shares) | shares | 2,920,285 | |
Weighted- Average Exercise Price | ||
Balance at beginning of period (in dollars per share) | $ / shares | $ 27.37 | |
Stock option grants (in dollars per share) | $ / shares | 20.66 | |
Stock options exercised (in dollars per share) | $ / shares | 10.84 | |
Stock options forfeited (in dollars per share) | $ / shares | 38.85 | |
Balance at end of period (in dollars per share) | $ / shares | 27.24 | $ 27.37 |
Weighted-average exercise price, vested or expected to vest at end of period (in dollars per share) | $ / shares | 27.24 | |
Weighted-average exercise price, exercisable at end of period (in dollars per share) | $ / shares | $ 26.95 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-average remaining contractual life in years | 4 years 3 months 7 days | 5 years 3 months 3 days |
Weighted-average remaining contractual life in years, vested or expected to vest at end of period | 4 years 3 months 7 days | |
Weighted-average remaining contractual life in years, exercisable at end of period | 3 years 4 months 6 days | |
Aggregate intrinsic value | $ | $ 2,237 | $ 13,732 |
Aggregate intrinsic value, stock options exercised | $ | 674 | |
Aggregate intrinsic value, vested or expected to vest at end of period | $ | 2,237 | |
Aggregate intrinsic value, exercisable at end of period | $ | $ 2,237 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Assumptions Used for Estimate of Fair Value of Options (Details) - Stock options - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility, minimum | 67.86% | 65.58% |
Volatility, maximum | 67.94% | 67.92% |
Expected term (in years) | 4 years 3 months 18 days | 4 years 3 months 18 days |
Risk-free interest rate, minimum | 3.85% | 3.68% |
Risk-free interest rate, maximum | 3.90% | 4.08% |
Dividend yield | 0% | 0% |
Weighted-average fair value of the underlying stock options (in dollars per share) | $ 11.55 | $ 13.41 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
RSUs | |
Balance at beginning of period (in shares) | shares | 9,452,412 |
Granted (in shares) | shares | 5,188,724 |
Vested and issued (in shares) | shares | (3,688,952) |
Forfeited (in shares) | shares | (1,340,003) |
Balance at end of period (in shares) | shares | 9,612,181 |
Vested and unissued at end of period (in shares) | shares | 72,750 |
Non-vested at end of period (in shares) | shares | 9,539,431 |
Weighted-Average Grant Date Fair Value Per RSU | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 34.70 |
Granted (in dollars per share) | $ / shares | 14.57 |
Vested and issued (in dollars per share) | $ / shares | 38 |
Forfeited (in dollars per share) | $ / shares | 28.14 |
Outstanding at end of period (in dollars per share) | $ / shares | 23.50 |
Weighted-average grant date, fair value vested and unissued at end of period (in dollars per share) | $ / shares | 42.97 |
Weighted-average grant date, fair value , non-vested at end of period (in dollars per share) | $ / shares | $ 23.35 |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Performance-Based Units Activity (Details) - Performance Shares | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Shares | |
Balance at beginning of period (in shares) | 1,452,387 |
Granted (in shares) | 2,102,495 |
Vested and issued (in shares) | (226,597) |
Forfeited (in shares) | (427,312) |
Performance adjustment (in shares) | (246,495) |
Balance at end of period (in shares) | 2,654,478 |
Vested and unissued at end of period (in shares) | 0 |
Non-vested at end of period (in shares) | 2,654,478 |
Weighted-Average Grant Date Fair Value Per PSU | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 36.82 |
Granted (in dollars per share) | $ / shares | 13.56 |
Vested and issued (in dollars per share) | $ / shares | 49.58 |
Forfeited (in dollars per share) | $ / shares | 20.80 |
Performance adjustment (in dollars per share) | $ / shares | |
Outstanding at end of period (in dollars per share) | $ / shares | 19.56 |
Weighted-average grant date, fair value vested and unissued at end of period (in dollars per share) | $ / shares | 0 |
Weighted-average grant date, fair value , non-vested at end of period (in dollars per share) | $ / shares | $ 19.56 |
Performance target shares (in shares) | 200,000 |
Minimum | |
Weighted-Average Grant Date Fair Value Per PSU | |
Percentage of target award | 0% |
Maximum | |
Weighted-Average Grant Date Fair Value Per PSU | |
Percentage of target award | 85.20% |
Common Stock and Stockholders_8
Common Stock and Stockholders' Equity - Total Compensation Costs for Stock-Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 42,107 | $ 55,725 | $ 84,432 | $ 101,763 |
Capitalized stock-based compensation | 3,390 | 4,982 | 7,287 | 9,578 |
Total stock-based compensation | 45,497 | 60,707 | 91,719 | 111,341 |
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 | 1,313 | 1,243 | 2,707 | 2,596 |
Advertising and marketing | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 3,378 | 4,002 | 7,167 | 7,128 |
Sales | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 6,953 | 9,870 | 14,920 | 17,947 |
Technology and development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 9,683 | 15,689 | 18,982 | 28,416 |
General and administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 20,780 | $ 24,921 | $ 40,656 | $ 45,676 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 3,884 | $ (952) | $ 6,574 | $ (271) |
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 | 6 Months Ended | |
Oct. 01, 2022 | Jun. 30, 2024 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segments - Revenues by Segment
Segments - Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total Consolidated Revenue | $ 642,444 | $ 652,406 | $ 1,288,575 | $ 1,281,650 |
Operating Segments | Teladoc Health Integrated Care | ||||
Segment Reporting Information [Line Items] | ||||
Total Consolidated Revenue | 377,421 | 360,050 | 754,532 | 710,022 |
Operating Segments | BetterHelp | ||||
Segment Reporting Information [Line Items] | ||||
Total Consolidated Revenue | $ 265,023 | $ 292,356 | $ 534,043 | $ 571,628 |
Segments - Adjusted EBITDA by S
Segments - Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total Consolidated Adjusted EBITDA | $ 89,481 | $ 72,155 | $ 152,621 | $ 124,920 |
Operating Segments | Teladoc Health Integrated Care | ||||
Segment Reporting Information [Line Items] | ||||
Total Consolidated Adjusted EBITDA | 64,028 | 37,968 | 111,702 | 73,095 |
Operating Segments | BetterHelp | ||||
Segment Reporting Information [Line Items] | ||||
Total Consolidated Adjusted EBITDA | $ 25,453 | $ 34,187 | $ 40,919 | $ 51,825 |
Segments - Reconciliation of Se
Segments - Reconciliation of Segment Profitability Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total Consolidated Adjusted EBITDA | $ 89,481 | $ 72,155 | $ 152,621 | $ 124,920 |
Less adjustments to reconcile to GAAP net loss | ||||
Stock-based compensation | 42,107 | 55,725 | 84,432 | 101,763 |
Goodwill impairment | 790,000 | 0 | 790,000 | 0 |
Acquisition, integration, and transformation costs | 457 | 5,080 | 830 | 11,024 |
Restructuring costs | 1,500 | 7,530 | 11,173 | 15,632 |
Amortization of intangible assets | 94,862 | 72,511 | 189,919 | 139,371 |
Depreciation of property and equipment | 1,703 | 2,954 | 4,537 | 5,877 |
Interest income | (13,572) | (11,558) | (27,514) | (20,469) |
Interest expense | 5,648 | 5,835 | 11,297 | 11,098 |
Other expense (income), net | 563 | 207 | 933 | (4,700) |
Loss before provision for income taxes | (833,787) | (66,129) | (912,986) | (134,676) |
Provision for income taxes | 3,884 | (952) | 6,574 | (271) |
Net loss | (837,671) | (65,177) | (919,560) | (134,405) |
Teladoc Health Integrated Care | ||||
Less adjustments to reconcile to GAAP net loss | ||||
Goodwill impairment | 0 | |||
BetterHelp | ||||
Less adjustments to reconcile to GAAP net loss | ||||
Goodwill impairment | 790,000 | |||
Operating Segments | Teladoc Health Integrated Care | ||||
Segment Reporting Information [Line Items] | ||||
Total Consolidated Adjusted EBITDA | 64,028 | 37,968 | 111,702 | 73,095 |
Operating Segments | BetterHelp | ||||
Segment Reporting Information [Line Items] | ||||
Total Consolidated Adjusted EBITDA | $ 25,453 | $ 34,187 | $ 40,919 | $ 51,825 |
Segments - Geographic Data for
Segments - Geographic Data for Long-Lived Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 29,330 | $ 32,032 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 25,773 | 28,096 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 3,557 | $ 3,936 |