Teladoc Health (TDOC) 10-K 1 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Feb. 24, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	Teladoc, Inc.
Entity Central Index Key	1,477,449
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2,016
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Period Focus	FY
Entity Common Stock, Shares Outstanding		54,240,193
Entity Public Float			$ 380,301,791

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 50,015	$ 55,066
Short-term investments	15,793	82,282
Accounts receivable, net of allowance of $2,422 and $1,812, respectively	13,806	12,134
Prepaid expenses and other current assets	3,103	2,096
Total current assets	82,717	151,578
Property and equipment, net	7,479	6,259
Goodwill	188,184	56,342
Intangible assets, net	24,875	15,265
Other assets	415	293
Total assets	303,670	229,737
Current liabilities:
Accounts payable	2,236	2,213
Accrued expenses and other current liabilities	7,981	8,197
Accrued compensation	8,856	6,326
Long-term bank and other debt-current	2,000	1,250
Total current liabilities	21,073	17,986
Other liabilities	7,609	6,775
Deferred taxes	1,694	1,185
Long term bank and other debt, net	42,424	25,227
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value; 75,000,000 shares authorized as of December 31, 2016 and 2015; 46,201,563 shares and 38,524,922 shares issued and outstanding as of December 31, 2016 and 2015, respectively	46	38
Additional paid-in capital	435,551	309,078
Accumulated deficit	(204,726)	(130,510)
Accumulated other comprehensive loss	(1)	(42)
Total stockholders' equity	230,870	178,564
Total liabilities and stockholders' equity	$ 303,670	$ 229,737

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Consolidated Balance Sheets
Allowance of Accounts receivable	$ 2,422	$ 1,812
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	46,201,563	38,524,922
Common stock, shares outstanding	46,201,563	38,524,922

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements of Operations
Revenue	$ 123,157	$ 77,384	$ 43,528
Cost of revenue	31,971	21,041	9,929
Gross profit	91,186	56,343	33,599
Operating expenses:
Advertising and marketing	34,720	20,236	7,662
Sales	26,243	17,976	11,571
Technology and development	21,815	14,210	7,573
Legal	4,117	8,878	1,311
Regulatory	3,158	2,433	429
Acquisition related costs	6,959	551	196
General and administrative	48,568	42,981	17,687
Depreciation and amortization	8,270	4,863	2,320
Loss from operations	(62,664)	(55,785)	(15,150)
Amortization of warrants and loss on extinguishment of debt	8,454
Interest expense, net	2,588	2,199	1,499
Net loss before taxes	(73,706)	(57,984)	(16,649)
Income tax provision	(510)	(36)	(388)
Net loss	$ (74,216)	$ (58,020)	$ (17,037)
Net loss per share, basic and diluted	$ (1.75)	$ (2.91)	$ (10.25)
Weighted-average shares used to compute basic and diluted net loss per share	42,330,908	19,917,348	1,962,845

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements of Comprehensive (Loss) Income
Net loss	$ (74,216)	$ (58,020)	$ (17,037)
Other comprehensive income, net of tax
Net change in unrealized gains (losses) on available-for-sale securities	41	(42)
Other comprehensive income (loss), net of tax	41	(42)
Comprehensive loss	$ (74,175)	$ (58,062)	$ (17,037)

CONSOLIDATED STATEMENTS OF CONV

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Convertible Preferred Stock	Redeemable Common Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total
Balance as of beginning of the period at Dec. 31, 2013	$ 71,655	$ 2,852
Balance as of beginning of the period (in shares) at Dec. 31, 2013	37,590,286	113,294
Temporary Equity
Issuance of Series F preferred stock, net of issuance costs	$ 50,082
Issuance of Series F preferred stock, net of issuance costs (in shares)	11,329,068
Accretion of Seried F preferred stock to redemption amount	$ 168
Preferred dividend	2,920
Preferred dividends retired and converted to Series F preferred stock	$ (6,892)			$ 6,892			$ 6,892
Preferred dividends retired and converted to Series F preferred stock (in shares)	1,553,917
Repurchase of convertible preferred and common stock	$ (19)
Repurchase of convertible preferred and common stock (in shares)	(20,332)
Balance as of end of the period at Dec. 31, 2014	$ 117,914	$ 2,852
Balance as of end of the period (in shares) at Dec. 31, 2014	50,452,939	113,294					50,452,939
Balance as of beginning of the period at Dec. 31, 2013			$ 1		$ (55,453)		$ (55,452)
Balance as of beginning of the period (in shares) at Dec. 31, 2013			1,302,759
Stockholders' Equity
Accretion of Seried F preferred stock to redemption amount				(168)			(168)
Preferred dividend				(2,920)			(2,920)
Preferred dividends retired and converted to Series F preferred stock	$ (6,892)			6,892			6,892
Warrants issued				219			219
Repurchase of convertible preferred and common stock				(349)			(349)
Repurchase of convertible preferred and common stock (in shares)			(50,834)
Exercise of stock options			$ 1	746			$ 747
Exercise of stock options (in shares)			786,074				786,074
Stock-based compensation				533			$ 533
Net loss					(17,037)		(17,037)
Balance as of end of the period at Dec. 31, 2014			$ 2	4,953	(72,490)		(67,535)
Balance as of end of the period (in shares) at Dec. 31, 2014			2,037,999
Temporary Equity
Conversion of convertible preferred stock	$ (117,914)
Conversion of convertible preferred stock (in shares)	(50,452,939)
Conversion of redeemable common stock		$ (2,852)
Conversion of redeemable common stock (in shares)		(113,294)
Stockholders' Equity
Exercise of stock options				428			$ 428
Exercise of stock options (in shares)			270,545				270,545
Exercise of warrants				(1)			$ (1)
Exercise of warrants (in shares)			114,111
Issuance of stock in acquisition			$ 1	16,774			16,775
Issuance of stock in acquisition (in shares)			1,051,033
Issuance of stock			$ 9	163,109			163,118
Issuance of stock (in shares)			9,487,500
Conversion of convertible preferred stock			$ 26	117,888			117,914
Conversion of convertible preferred stock (in shares)			25,450,440
Conversion of redeemable common stock				2,852			2,852
Conversion of redeemable common stock (in shares)			113,294
Stock-based compensation				3,075			3,075
Other comprehensive income (loss), net of tax						$ (42)	(42)
Net loss					(58,020)		(58,020)
Balance as of end of the period at Dec. 31, 2015			$ 38	309,078	(130,510)	(42)	178,564
Balance as of end of the period (in shares) at Dec. 31, 2015			38,524,922
Stockholders' Equity
Warrants issued				7,717			7,717
Exercise of stock options			$ 1	2,523			$ 2,524
Exercise of stock options (in shares)			594,555				594,555
Exercise of warrants (in shares)			107,931
Issuance of stock in acquisition			$ 7	108,260			$ 108,267
Issuance of stock in acquisition (in shares)			6,955,796
Issuance of stock				250			250
Issuance of stock (in shares)			18,359
Stock-based compensation				7,723			7,723
Other comprehensive income (loss), net of tax						41	41
Net loss					(74,216)		(74,216)
Balance as of end of the period at Dec. 31, 2016			$ 46	$ 435,551	$ (204,726)	$ (1)	$ 230,870
Balance as of end of the period (in shares) at Dec. 31, 2016			46,201,563

CONSOLIDATED STATEMENTS OF CON7

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) Parenthetical $ in Thousands	12 Months Ended
	Dec. 31, 2015USD ($)
Consolidated Statement of Stockholders' Equity
Stock issuance cost in connection with IPO	$ 17,144

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flows used in operating activities:
Net loss	$ (74,216)	$ (58,020)	$ (17,037)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,270	4,863	2,320
Allowance for doubtful accounts	2,412	2,034	1,308
Stock-based compensation	7,723	3,075	533
Deferred income taxes	510	36	388
Accretion of interest	262	460	106
Amortization of warrants	7,717	798
Changes in operating assets and liabilities:
Accounts receivable	(2,900)	(6,795)	(5,079)
Prepaid expenses and other current assets	(826)	(957)	(436)
Other assets	(42)	5	(185)
Accounts payable	(813)	(612)	2,099
Accrued expenses and other current liabilities	(2,221)	3,457	(26)
Accrued compensation	1,688	2,887	1,971
Other liabilities	641	1,588	2,679
Net cash used in operating activities	(51,795)	(47,181)	(11,359)
Cash flows provided by (used in) investing activities:
Purchase of property and equipment	(2,108)	(6,275)	(1,069)
Purchase of internal software	(1,304)	(1,542)	(665)
Purchase of marketable securities	(44,146)	(103,030)
Proceeds from the liquidation/maturity of marketable securities	110,717	20,411
Acquisition of business, net of cash acquired	(37,013)	(17,767)	(13,844)
Net cash provided by (used in) investing activities	26,146	(108,203)	(15,578)
Cash flows provided by financing activities:
Net proceeds from the exercise of stock options	2,524	428	747
Proceeds from issuance of convertible preferred stock			50,082
Proceeds from borrowing under bank and other debt	34,990	6,800	19,700
Repayment of bank loan and other debt	(17,166)	(6,332)
Proceeds from issuance of common stock under IPO		163,118
Proceeds from issuance of common stock	250
Repurchase of stock			(368)
Net cash provided by financing activities	20,598	164,014	70,161
Net (decrease) increase in cash and cash equivalents	(5,051)	8,630	43,224
Cash and cash equivalents at beginning of the period	55,066	46,436	3,212
Cash and cash equivalents at end of the period	50,015	55,066	46,436
Interest paid	$ 2,387	$ 1,995	$ 1,191

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2016
Organization and Description of Business
Organization and Description of Business	TELADOC, INC. Notes to Audited Consolidated Financial Statements Note 1. Organization and Description of Business Teladoc, Inc. (together with its consolidated subsidiaries, “Teladoc”, or 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. The Company’s principal executive offices are located in Purchase, New York and Lewisville, Texas. Teladoc is the nation’s largest telehealth company. On July 7, 2015, Teladoc closed on its initial public offering (the “IPO”) in which the Company issued and sold 9,487,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $19.00 per share. The Company received net proceeds of $163.1 million after deducting underwriting discounts and commissions of $12.6 million as well as other offering expenses of $4.5 million. On July 7, 2015, all of the Company’s then-outstanding convertible preferred stock converted into an aggregate of 25.5 million shares of common stock and all of the Company’s redeemable common stock converted into 113,294 shares of common stock. See Note 18, “Subsequent Events” for information regarding the Company’s follow-on public offering (“Follow-On Offering”). The Company completed the acquisition of HY Holdings, Inc. in July 2016 (“HealthiestYou”), a leading telehealth consumer engagement technology platform for the small to mid-sized employer market and Compile, Inc. d/b/a BetterHelp (“BetterHelp”) and Stat Health Services Inc. (“StatDoc”) in 2015, and AmeriDoc, LLC (“AmeriDoc”) in 2014, four companies engaged in telehealth activities similar to those of Teladoc. Additionally in 2015, the Company acquired certain assets from Gateway to Provider Access, Inc. (“Gateway”) which engaged in the marketing, selling and administering the Company’s services through other third parties. Upon the effective date of each respective merger, each entity merged with and into Teladoc.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc, two professional associations and twenty two professional corporations and a service corporation (collectively, the “Association”). Teladoc Physicians, P.A. is party to several Services Agreements by and among it and the professional corporations pursuant to which each professional corporation provides services to Teladoc Physicians, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE, must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the Association and funds and absorbs all losses of the VIE. Total revenue and net loss for the VIE were $22.5 million and $(8.6) million, $13.9 million and $(7.3) million and $6.5 million and $(3.9) million for the years ended December 31, 2016, 2015 and 2014, respectively. The VIE’s total assets were $2.9 million and $2.4 million at December 31, 2016 and 2015, respectively. Total liabilities for the VIE were $27.8 million and $18.7 million at December 31, 2016 and 2015, respectively. The VIE total stockholders’ deficit was $25.0 million and $16.4 million at December 31, 2016 and 2015, respectively. All significant intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long‑lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, client performance guarantees, the calculation of a contingent liability in connection with an earn‑out, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock‑based awards. Segment Information The Company’s chief operating decision maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment—health services. Revenue Recognition The Company offers two types of subscription access revenue contracts: (i) contracts that provide for a fixed monthly charge for access and unlimited visits per Member and (ii) contracts that provide for a fixed monthly charge for access and a contractually defined cost for each visit. Any visit fee revenue that is not included in the subscription access revenue is recognized when the service has been provided to the Member. The Company recognizes a substantial portion of its revenue from contracts that provide employers and health plans (“Clients”) with subscription access to the Company’s network of physicians and other healthcare professionals (“Providers”) on a subscription basis for a fixed monthly fee which entitles the Client’s employees and their beneficiaries (“Members”) to unlimited consultations (“visits”). The contracts are generally for a one‑year term and have an automatic renewal feature for additional years. The Company commences revenue recognition for the subscription access service on the date that the services are made available to the Client and its Members, which is considered the implementation date, provided all of the following criteria are met: · there is an executed subscription agreement; · the Member has access to the service; · collection of the fees is reasonably assured; and · the amount of fees to be paid by the Client and Member is fixed and determinable. Subscription Access Revenue Subscription access revenue recognition commences on the date that the Company’s services are made available to the Client, which is considered the implementation date, provided all of the other criteria described above are met. Revenue is recognized over the term of the Client contract and is based on the terms in the Client contracts, which can provide for a variable periodic fee based upon the actual number of Members. Revenue From Visit Fees Revenue from visits is comprised of all revenue that is earned in connection with the completion of a visit. The Company recognizes revenue as the visits are completed. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, the Companys direct-to-consumer behavioral health product provides for refunds and the Company issued credits of approximately $0.8 million and $0.4 million for the years ended December 31, 2016 and 2015, respectively. Additionally, certain of the Company’s contracts include client performance guarantees that are based upon minimum Member utilization and guarantees by the Company for specific service level performance of the Company’s services. If client performance guarantees are not being realized, the Company deducts from revenue an estimate of the amount that will be due at the end of the respective client’s contractual period. The Company issued credits amounting to approximately $0.1 million for the year ended December 31, 2016 and $0.4 million for both of the years ended December 31, 2015 and 2014. Cost of Revenue Cost of revenue primarily consists of fees paid to the Providers, costs incurred in connection with the Company’s Provider network operations, which include employee‑related expenses (including salaries and benefits) as well as costs related to medical malpractice insurance. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company’s cash and cash equivalents generally consist of investments in money market funds. Cash and cash equivalents are stated at fair value. Short-Term Investments The Company holds short-term investments in marketable securities primarily consisting of corporate bonds, commercial paper, U.S. treasuries and asset backed securities with maturities of less than one year. These short-term investments are classified as available-for-sale and are carried at fair value with unrealized gains or losses recorded as a separate component of stockholders’ equity in accumulated other comprehensive loss. Realized gains or losses are recognized in the consolidated statements of operations upon disposition of the securities. As of December 31, 2016, there were no short-term investments that had been in a continuous loss position for more than 12 months. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Realized losses for the year ended December 31, 2016 were less than $0.1 million and are included in general and administrative expenses in the Company’s consolidated statements of operations. There were no realized losses in 2015 and 2014. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight‑line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Internal‑Use Software Internal‑use software is included in intangible assets and is amortized on a straight‑line basis over 3 to 5 years. For the Company’s development costs related to its software development tools that enable its Members and Providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. The goodwill impairment test involves a two‑ step process. The first step involves comparing the fair value of the Company’s reporting unit to its carrying value, including goodwill. The fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets resulted from business acquisitions and include Client relationships, non‑compete agreements, patents and trademarks. Client relationships are amortized over a period of 2 to 10 years in relation to expected future cash flows, while non‑compete agreements are amortized over a period of 1.5 to 5 years using the straight‑line method. Patents and trademarks are amortized over 3 years using the straight-line method. Long-lived assets (property and equipment, internally developed software, and intangible assets) used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. In 2015 the Company recorded an impairment loss for certain internally developed software as it is no longer being utilized. The impairment loss of $0.8 million is included in general and administrative expense in the consolidated statements of operations. There were no impairment losses in 2016 or 2014. Stock‑Based Compensation Stock‑based compensation for stock options granted is measured based on the grant‑ date fair value of the awards and recognized on a straight‑line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black‑Scholes option‑pricing model. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two‑ step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest income (expense), net in the consolidated statements of operations. Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on short-term investments. Unrealized gains or losses are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including the preferred stock (in 2015 and 2014) and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. Warranties and Indemnification The Company’s arrangements generally include certain provisions for indemnifying Clients against liabilities if there is a breach of a Client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Advertising and Marketing Expenses Advertising and marketing include all communications and campaigns to the Company’s Clients and Members, digital advertising and related employees’ costs and are expensed as incurred. For the years ended December 31, 2016, 2015 and 2014, advertising expenses were $29.5 million, $17.3 million and $6.0 million, respectively. Concentrations of Risk and Significant Clients The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. During the year ended December 31, 2016 and 2015, substantially all of the Company’s revenue was generated by Clients located in the United States. During the year ended 2014, all of the Company’s revenue was generated by clients located in the United States. One Client represented 11% of accounts receivable at December 31, 2016. No Client represented over 10% of accounts receivable at December 31, 2015 or revenue for the years ended December 31, 2016, 2015 and 2014. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Seasonality The Company typically experiences the strongest increases in consecutive quarterly revenue during the fourth and first quarters of each year, which coincides with traditional annual benefit enrollment seasons. In particular, as a result of many Clients’ introduction of new services at the very end of a calendar year, or the start of each calendar year, the majority of the Company’s new Client contracts have an effective date of January 1. Additionally, as a result of national seasonal cold and flu trends, the Company experiences the highest level of visit fees during the first and fourth quarters of each year when compared to other quarters of the year. Conversely, the second quarter of the year has historically been the period of lowest utilization of the Company’s Provider network services relative to the other quarters of the year. Recently Issued and Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2018; early adoption is allowed. The revised guidance is required to be applied retrospectively to each prior reporting period presented or modified retrospectively applied with the cumulative effect of initially applying it recognized at the date of initial application. The Company currently anticipates adopting the standard using the modified retrospective method. The Company is currently evaluating the impact of the adoption of this guidance on the consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . This guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016. Early adoption is permitted. The Company adopted this guidance in the fourth quarter of 2016 and based on the management assessment, there are no conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. As a result, the adoption of this standard had no impact on the Company’s consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company starting in the first quarter of fiscal 2019. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this standard on the consolidated financial statements . In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 revises the accounting treatment for excess tax benefits, minimum statutory withholding requirements and forfeitures related to share-based awards. The new guidance will be effective for the Company starting in the first quarter of fiscal 2017. Early adoption is permitted in any annual or interim period. The Company is currently in the process of evaluating the impact of the adoption of this standard on the consolidated financial statements.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2016
Fair Value Measurements
Fair Value Measurements	Note 3. Fair Value Measurements The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets. The Company measures its short-term investments at fair value on a recurring basis and classifies such as Level 2. They are valued using observable inputs that reflect quoted prices directly or indirectly in active markets. The short-term investments amortized cost approximates fair value. The Company measures its contingent consideration at fair value on a recurring basis and classifies such as Level 3. The Company estimates the fair value of contingent consideration as the present value of the expected contingent payments, determined using the weighted probability of the possible payments. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ $ — $ — $ Short-term investments $ — $ $ — $ Contingent liability (included in other liabilities) $ — $ — $ $ December 31, 2015 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ $ — $ — $ Short-term investments $ — $ $ — $ Contingent liability (included in accrued expenses and other current liabilities and other liabilities) $ — $ — $ $ There were no transfers between fair value measurement levels during the years ended December 31, 2016 and 2015. The change in fair value of the Company’s contingent liability is recorded in general and administrative expenses in the consolidated statements of operations. The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability (in thousands): Balance at December 31, 2015 $ Change in fair value Fair value at December 31, 2016 $

Lease Abandonment Charge

Lease Abandonment Charge	12 Months Ended
	Dec. 31, 2016
Lease Abandonment Charge
Lease Abandonment Charge	Note 4. Lease Abandonment Charge In connection with the Company’s abandonment of facilities in Dallas, Texas and Greenwich, Connecticut, the Company incurred $0.8 million, in lease abandonment charges during the year ended December 31, 2015, which is included within general and administrative expenses in the consolidated statement of operations. There were no lease abandonments in 2016 or 2014. The following table details the associated liability. The current portion of the liability of less than $0.1 million was recorded in accrued expenses and other current liabilities (in thousands): Year Ended December 31, 2016 2015 Balance January 1 $ $ — Charged to expense — Paid or settled Balance December 31 $ $

Business Acquisitions

Business Acquisitions	12 Months Ended
	Dec. 31, 2016
Business Acquisitions
Business Acquisitions	Note 5. Business Acquisitions On July 1, 2016, the Company completed the acquisition of HealthiestYou through a merger in which HealthiestYou became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $151.5 million, which was comprised of 6,955,796 shares of Teladoc’s common stock valued at $108.3 million on July 1,2016, and $43.2 million of cash, subject to post-closing working capital adjustments as defined in the merger agreement. The post-closing working capital adjustment was finalized in the amount of less than $0.1 million. HealthiestYou was a leading telehealth consumer engagement technology platform for the small to mid-sized employer market. HealthiestYou provided end-users with access to telemedicine services including through a web-based portal and a mobile application. Solutions provided by HealthiestYou included 24/7 access to telephone, e-mail, and video conferencing with doctors as well as the convenience of procedure price comparisons, prescription medicine price comparisons, health plan information and benefits eligibility, and location information for wellness service providers. The acquisition was considered a stock acquisition for tax purposes and as such, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs of the acquisition were $6.9 million and included transaction costs for banker and other professional fees as well as $5.7 million of contract termination costs for certain HealthiestYou third party providers. The contract termination costs of $5.7 million were previously accrued by HealthiestYou and reflected in HealthiestYou’s financial statements as of June 30, 2016, prior to the acquisition. These expenses are also reflected in the Company’s financial results as the Company benefited from the termination of these contracts and they represent a non-cash charge. On July 31, 2015, the Company acquired certain assets from Gateway for $1.5 million, subject to post-closing working capital adjustments as defined in the purchase agreement. Gateway engaged in the marketing, selling and administering the Company’s services through other third parties and as a result, the price in excess of the net assets acquired (less than $0.1 million) was allocated to client relationships. The acquisition transaction costs were less than $0.1 million and were recorded in general and administrative expense. The acquisition was considered an asset acquisition for tax purposes. On June 17, 2015, the Company completed the acquisition of StatDoc through a merger in which StatDoc became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid by the Company in connection with the acquisition was $30.1 million, which was comprised of $13.3 million of cash and $16.8 million of the Company’s common stock (or 1,051,033 shares), subject to post-closing working capital adjustments as defined in the Agreement and Plan of Merger governing the acquisition. During the quarter ended September 30, 2015, the post-closing working capital adjustment was finalized favorably to the Company in the amount of less than $0.1 million. Fair value of the common stock was determined based on market data from similar healthcare enterprises. StatDoc was a telemedicine provider, focused on managed care, health system and self-insured clients. The acquisition was considered a stock acquisition for tax purposes and as such, the goodwill resulting from this acquisition is not tax deductible. The total associated transaction costs of the acquisition were $0.3 million and were recorded in general and administrative expense. On January 23, 2015, the Company completed the acquisition of BetterHelp, through a merger in which BetterHelp became a wholly‑owned subsidiary of the Company. The merger consideration paid by the Company in connection with this acquisition consisted of (i) $3.3 million net of cash acquired and (ii) earn‑out payments equal to a percentage of the annual net revenue of the BetterHelp business for four years following closing. The Company computed the value of these future payments from internally produced revenue projections and recorded a contingent liability in the amount of $2.4 million which is considered as additional purchase consideration. The Company also issued an unsecured, subordinated promissory note in the amount of $1.0 million, with all principal and interest at a rate of 5% per annum being payable on the third anniversary of the closing to the selling shareholder and another executive of BetterHelp. If the employment of the promissory note holders is terminated, then they forfeit their right to receive the promissory note. As such, the Company has determined the promissory note to be compensatory and is accruing the expense over the service term. In December 2015, the Company agreed to pay the full amount plus interest in January 2016 and, as a result, accelerated the expense in 2015. BetterHelp was acquired to help the Company expand its operations in the direct‑to‑consumer behavioral health sector. The acquisition was considered a stock acquisition for tax purposes and as such, the goodwill resulting from this acquisition is not tax deductible. The total associated transaction costs of the acquisition were $0.1 million and were recorded in general and administrative expense. The acquisitions described above were accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of the acquisitions were integrated within the Company’s existing business on the respective aforementioned acquisition dates. The following table summarizes the fair value estimates of the assets acquired and liabilities assumed at each acquisition date. The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets. Identifiable assets acquired and liabilities assumed (in thousands): HealthiestYou StatDoc BetterHelp Purchase price $ $ $ Less: Cash Accounts receivable Other assets Client relationships Non-compete agreements Internal software Trademarks — Accounts payable Deferred tax — — Other liabilities Goodwill $ $ $ The amount allocated to goodwill reflects the benefits Teladoc expects to realize from the growth of the respective acquisitions operations. The Company’s unaudited pro forma revenue and net loss for the years ended December 31, 2016 and 2015 below have been prepared as if BetterHelp, StatDoc and HealthiestYou had been purchased on January 1, 2015. Unaudited pro forma financial statement results including the results of Gateway would not differ materially from the Company’s historically reported financial statement results. Unaudited Pro Forma (in thousands) 2016 2015 Revenue $ $ Net loss $ $ The unaudited pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisitions had been completed at the beginning of the respective periods. In addition, the unaudited pro forma information above does not attempt to project the Company’s future results.

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2016
Property and Equipment, Net
Property and Equipment, Net	Note 6. Property and Equipment, Net Property and equipment, net, consist of the following (in thousands): As of December 31, 2016 2015 Computer equipment $ $ Furniture and equipment Leasehold improvement Construction in progress — Total Accumulated depreciation Property and equipment, net $ $ Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $2.2 million, $1.1 million and $0.3 million, respectively. As of December 31, 2015, construction in progress consisted primarily of costs incurred to establish a new hosting facility and purchased computer equipment, which was not placed into service until 2016.

Intangible Assets, Net

Intangible Assets, Net	12 Months Ended
	Dec. 31, 2016
Intangible Assets, Net
Intangible Assets, Net	Note 7. Intangible Assets, Net Intangible assets consist of the following (in thousands): Weighted Average Useful Accumulated Net Carrying Remaining Life Gross Value Amortization Value Useful Life December 31, 2016 Client relationships 2 to 10 years $ $ $ Non-compete agreements 1.5 to 5 years Trademarks 3 years Patents 3 years Internal software 3 to 5 years Intangible assets, net $ $ $ December 31, 2015 Client relationships 2 to 10 years $ $ $ Non-compete agreements 3 to 5 years Trademarks 3 years Internal software 3 to 5 years Intangible assets, net $ $ $ Amortization expense for intangible assets was $6.1 million, $3.7 million and $2.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2016 is as follows (in thousands): Years Ending December 31, 2017 $ 2018 2019 2020 2021 Thereafter $

Goodwill

Goodwill	12 Months Ended
	Dec. 31, 2016
Goodwill
Goodwill	Note 8. Goodwill Goodwill consists of the following (in thousands): As of December 31, 2016 2015 Beginning balance $ $ Additions associated with acquisitions Goodwill $ $

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	12 Months Ended
	Dec. 31, 2016
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2016 2015 Professional fees $ $ Consulting fees/customer service fees/provider fees Legal fees Interest payable Marketing Earnout and compensation Lease abandonment Deferred revenue Other Total $ $

Long Term Bank and Other Debt

Long Term Bank and Other Debt	12 Months Ended
	Dec. 31, 2016
Long Term Bank and Other Debt
Long Term Bank and Other Debt	Note 10. Long Term Bank and Other Debt Long‑term bank and other debt consist of the following (in thousands): As of December 31, 2016 2015 SVB Mezzanine Term Loan less debt discount of $0 and $190 $ $ SVB Term Loan Facility — SVB Revolving Advance Facility — SVB Line of Credit Facility less debt discount of $66 and $0 — Subordinated Promissory Note Total Less: current portion of Subordinated Promissory Note/SVB Term Loan Facility Long term bank and other debt $ $ Long term bank and other debt are stated at amortized cost, which approximates fair value. In July 2016, the Company entered into an Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”) that provided for a $25 million Mezzanine Term Loan and a $25 million Line of Credit Facility. The Mezzanine Term Loan carries interest at a rate of 6.25% above the Wall Street Journal or WSJ Prime Rate with a WSJ Prime Rate floor of 3.75% and matures in July 2019. Interest payments are payable monthly in arrears. The Company incurred a $250,000 loan origination fee and will be liable for a final payment fee of $750,000 payable at maturity or upon prepayment of the Mezzanine Term Loan. In connection with entry into the Mezzanine Term Loan, the Company granted two affiliates of SVB warrants to purchase an aggregate of 798,694 shares of common stock of the Company at an exercise price of $13.50 per share. The warrants are immediately exercisable and have a 10 - year term. The fair value of the common stock warrants on the date of issue was approximately $7.7 million. The Company also granted SVB a security interest in significantly all of the Company’s assets. The Mezzanine Term Loan has been used to fund the expansion of the Company’s business. The Company determined that the Mezzanine Term Loan represents an extinguishment of the original $13 million Mezzanine Term Loan and as a result recorded a one-time charge of $8.5 million. The amortization of warrants and loss on extinguishment of debt included in the statement of operations includes the write-off of loan origination fees paid to SVB, deferred debt costs associated with the original Mezzanine Term Loan and the amortization of $7.7 million non-cash fair value of the aforementioned warrants. The Line of Credit Facility provides for borrowings up to $25 million based on 300% of the Company’s monthly recurring revenue, as defined. In addition, there is an additional $25 million Uncommitted Incremental Facility permitted under the Line of Credit Facility. The Line of Credit Facility carries interest at a rate of 0.50% above the WSJ Prime Rate and matures in July 2019. The Company incurred an initial $75,000 loan origination fee and is responsible for additional $75,000 in annual fees on the anniversary of the Line of Credit Facility. The Company will also be liable for a $50,000 loan arrangement fee if and when the Company utilizes the Uncommitted Incremental Facility. The Company determined that the original Term Loan Facility and Revolving Advance Facility were modified as part of the refinancing and as a result, less than $0.1 million of previous deferred loan costs will continue to be amortized to interest expense through July 2019. The following information describes the Company’s debt agreements before the refinancing in July 2016. The Revolving Advance Facility provided for borrowings up to $12.0 million based on 300% of the Company’s monthly recurring revenue, as defined therein. Borrowings under the Revolving Advance Facility were $6.5 million at December 31, 2015. The Revolving Advance Facility carried interest at a rate of 0.75% above the prime rate per annum and was to mature in April 2016. The Company entered into an amendment to the Revolving Advance Facility in March 2015 that extended its maturity to April 2017. Interest payments were payable monthly in arrears. In 2015, the Company increased the borrowings to $11.5 million. On July 15, 2015, the Company reduced its indebtedness under the Revolving Advance Facility with a $5.0 million principal repayment. The Revolving Advanced Facility was repaid in full in July 2016. The Term Loan Facility provided for borrowings up to $5.0 million. As of December 31, 2015, the Company had utilized the total $5.0 million available. The Term Loan Facility carried interest at a rate of 1.00% above the prime rate per annum. Interest payments were payable monthly in arrears. Payments on the Term Loan Facility commenced in May 2015 through June 2016. The Term Loan Facility was repaid in full in July 2016. In May 2014, the Company entered into a Subordinated Loan and Security Agreement with SVB that provided for a Mezzanine Term Loan totaling $13.0 million. The Mezzanine Term Loan carried interest at a rate of 10.00% per annum. Interest payments were payable monthly in arrears. In connection with entry into the Mezzanine Term Loan, the Company granted two affiliates of SVB warrants to purchase an aggregate of 131,239 shares of its common stock at an exercise price of $2.95 per share. The warrants were immediately exercisable, had a 10‑year term and were exercised in 2015. The Company also granted SVB a security interest in significantly all of the Company’s assets. The Mezzanine Term Loan was used to fund the expansion of the Company’s business. The Mezzanine Term Loan was repaid in full in July 2016. Effective with the purchase of AmeriDoc, the Company executed a Subordinated Promissory Note in the amount of $3.5 million payable to the seller of AmeriDoc on April 30, 2015. The Subordinated Promissory Note carries interest at a rate of 10.00% annual interest and is subordinated to the SVB Facilities. In March 2015, the Company, the seller of AmeriDoc and SVB executed an Amended and Restated Subordinated Promissory Note that extended the maturity of the Amended and Restated Subordinated Promissory Note to April 30, 2017. In November 2015, the Company executed the Second Amended and Restated Subordinated Promissory Note with a revised annual interest rate of 7.00% commencing on January 1, 2016 and extended the maturity of the Second Amended and Restated Promissory Note to April 30, 2018 with a seller put option effective on April 30, 2017. The Company repaid $1.0 million and $0.5 million of principal on this Second Amended and Restated Subordinated Promissory Note during 2016 and 2015, respectively. As a result of the seller put option, the Company has classified the $2.0 million outstanding balance as a current liability as of December 31, 2016. See Note 18, “Subsequent Events” for more information. Payments due are as follows (in thousands): Total 2017 $ 2018 — 2019 2020 — 2021 and thereafter — Total $ The Company was in compliance with all debt covenants at December 31, 2016 and 2015.

Leases and Contractual Obligati

Leases and Contractual Obligations	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies
Leases and Contractual Obligations	Note 11. Leases and Contractual Obligations Operating Leases The Company leases office space under non‑cancelable operating leases in the United States. As of December 31, 2016, the future minimum lease payments under non‑cancelable operating leases are as follows (in thousands): Operating Leases 2017 $ 2018 2019 2020 2021 2022 and thereafter $ All of the total future minimum lease payments relate to facilities space. The facility lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company recognizes rent expense on a straight‑line basis over the lease period and has accrued for rent expense incurred but not paid. Deferred rent represents the difference between actual operating lease payments due and straight‑line rent expense. The excess is recorded as a deferred rent liability in the early periods of the lease, when cash payments are generally lower than straight‑line rent expense, and are reduced in the later periods of the lease when payments begin to exceed the straight‑line expense. The Company also accounts for leasehold improvement incentives within its deferred rent liability. For abandoned facilities, the above contractual obligation schedule does not reflect any realized or potential subleases. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $1.8 million, $1.3 million and $0.8 million, respectively. Letter of Credit In November 2014, the Company arranged for SVB to issue a letter of credit on its behalf in the amount of $0.3 million in lieu of a cash deposit in connection with the Company’s Purchase, NY office lease. The letter of credit has been extended to November 2017. In connection with the Company lease agreement for office space in Lewisville, Texas in February 2015, the Company arranged for SVB to issue a letter of credit on its behalf in the amount of $1.0 million in lieu of a cash deposit. The letter of credit has been extended to February 2018.

Convertible Preferred Stock (th

Convertible Preferred Stock (the "Preferred Stock")	12 Months Ended
	Dec. 31, 2016
Convertible Preferred Stock (the "Preferred Stock")
Convertible Preferred Stock (the "Preferred Stock")	Note 12. Convertible Preferred Stock (the “Preferred Stock”) On July 7, 2015, all of the Company's then-outstanding convertible preferred stock converted into an aggregate of 25.5 million shares of common stock. The Preferred Stock consists of the following: Common Shares Shares Shares Upon Liquidation December 31, 2014 Authorized Outstanding Conversion Preference Series A $ Series A-1 Series B Series C-1 Series D Series E Series F $ As of December 31, 2014, the significant terms applicable to the Series A through Series F Preferred Stock were as follows: Dividend Rights Prior to the issuance of the Series F Preferred Stock, the Series A—E Preferred Stock accrued cumulative dividends at the per annum rate of 7.5% of the respective original purchase price (as previously adjusted for a reverse stock split and, with respect to the Series A, A‑1 and B Preferred Stock, anti‑dilution protection) for each such series of Preferred Stock. Such dividends were payable when, as and if declared by the Company’s board of directors, but prior and in preference to any dividend on the common stock of the Company. In connection with the issuance of the Series F Preferred Stock, all such accrued and accumulated dividends (which totaled approximately $13.8 million at August 31, 2014) were converted into Series F Preferred Stock at a rate of $0.50 of Series F Preferred Stock per $1.00 in accrued dividends, resulting in the issuance of approximately 1,554,000 shares of Series F Preferred Stock on September 10, 2014. There are no longer any accrued or unpaid dividends, or any outstanding Preferred Stock, and no such dividends are required to accrue or be declared by the Company. Conversion Rights Each share of Preferred Stock was convertible, at any time and at the option of the holder of such share, into shares of the common stock of the Company, at the following ratios (subject to adjustment as described below): Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion Original Conversion (= Original Issue Price/ Series of Preferred Stock Issue Price Price Conversion Price) Series F $ $ Series E $ $ Series D $ $ Series C-1 $ $ Series B $ $ Series A-1 $ $ Series A $ $ Liquidation, Redemption and Protective Rights The Preferred Stock and certain common stockholders were entitled to certain liquidation, redemption and protective provisions. Upon consummation of the IPO on July 7, 2015 all of the then outstanding convertible Preferred Stock and redeemable common stock converted into common stock. As such these provisions ceased to exist on July 7, 2015.

Common Stock and Stockholders'

Common Stock and Stockholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 2016
Common Stock and Stockholders'Equity (Deficit)
Common Stock and Stockholders' Equity	Note 13. Common Stock and Stockholders’ Equity (Deficit) Capitalization On July 7, 2015, Teladoc completed its IPO in which the Company issued and sold 9,487,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $19.00 per share. The Company received net proceeds of $163.1 million after deducting underwriting discounts and commissions of $12.6 million as well as other offering expenses of $4.5 million. On June 17, 2015, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to effect a one‑for‑2.2859 reverse stock split of all outstanding shares of common stock with the Secretary of State of the State of Delaware. The Certificate of Amendment provided that every 2.2859 shares of the Company’s issued and outstanding common stock automatically combine into one issued and outstanding share of the Company’s common stock. The Certificate of Amendment did not change the par value of the Company’s common stock and preferred stock. All shares and per share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the reverse stock split. In addition, the Certificate of Amendment increased the number of authorized shares of the Company’s common stock to 75,000,000 shares and the number of authorized shares of the Company’s preferred stock to 50,479,286 shares. Additionally, the holders of a majority of the outstanding shares of the Preferred Stock (voting as a single class on an as‑converted basis, including holders of at least a majority of the outstanding shares of Series F Preferred Stock) approved the automatic conversion of the Preferred Stock into common stock of the Company upon the closing of an IPO of the common stock of the Company at a per share price of at least $12.00 (prior to underwriting discounts and commissions) that results in aggregate proceeds to the Company of at least $75.0 million (net of underwriting discounts and commissions). On July 7, 2015, all of the Company’s then-outstanding convertible preferred stock converted into an aggregate of 25.5 million shares of common stock and all of the Company’s redeemable common stock converted into 113,294 shares of common stock. See Note 18 “Subsequent Events” for information regarding the Company’s Follow-On Offering. Warrants On May 2, 2014, the Company issued 131,239 common stock warrants to purchase an aggregate of 131,239 shares of its common stock at an exercise price of $2.95 per share to two entities affiliated with SVB. The common stock warrants were immediately exercisable upon issuance and have a 10-year term. The fair value of the common stock warrants on the date of issue was approximately $0.2 million. On July 24, 2015, the Company issued 59,281 shares of common stock resulting from the cashless exercise of these 65,620 warrants at an exercise price of $2.95 per share for one of the SVB affiliates and on December 22, 2015, the Company issued 54,830 shares of common stock resulting from the cashless exercise of the remaining 65,619 warrants at an exercise price of $2.95 per share. In July 2016, in conjunction with the debt refinancing of the Mezzanine Term Loan, the Company issued 798,694 common stock warrants to purchase an aggregate of 798,694 shares of its common stock at an exercise price of $13.50 per share to two entities affiliated with SVB. The common stock warrants were immediately exercisable upon issuance and have a 10-year term. The fair value of the common stock warrants on the date of issue was approximately $7.7 million. On December 9, 2016, the Company issued an aggregate of 107,931 shares of common stock resulting from an SVB affiliate cashless exercise of 399,347 of these warrants at an exercise price of $13.50 per share. At December 31, 2016, 399,347 warrants remain outstanding. Stock Plan and Stock Options The Company’s 2015 Incentive Award Plan (the “Plan”) provides for the issuance of incentive and nonstatutory options and other equity-based awards to its employees and non‑employees. Options issued under the Plan are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Prior to becoming a public company, pursuant to the Company’s Second Amended and Restated Stock Incentive Plan which is now retired, the Company historically issued incentive and non-statutory stock options with exercise prices equal to the fair value of the Company’s common stock on the date of grant, as determined by the Company’s board of directors informed by third-party valuations. Subsequent to becoming a public company, only options to buy common stock have been issued under the Plan, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange. Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Shares Number of Average Remaining Aggregate Available Shares Exercise Contractual Intrinsic for Grant Outstanding Price Life in Years Value Balance at January 1, 2014 $ $ Increase in Plan authorized shares — $ — — $ — Stock option grants $ — $ — Stock options exercised — $ — $ — Stock options cancelled — $ — $ — Balance at December 31, 2014 $ $ Increase in Plan authorized shares — $ — — $ — Stock option grants $ — — $ — Stock options exercised — $ — — $ — Stock options cancelled Stock options expired $ — — $ — Balance at December 31, 2015 $ $ Increase in Plan authorized shares — $ — — $ — Stock option grants $ — $ Stock options exercised — $ — $ Stock options expired $ — $ Balance at December 31, 2016 $ $ Vested or expected to vest December 31, 2016 $ $ Exercisable as of December 31, 2016 $ $ The total grant‑date fair value of stock options granted during the year ended December 31, 2016, 2015 and 2014 was $25.9 million, $10.8 million and $4.8 million, respectively. Stock‑Based Compensation All stock‑based awards to employees are measured based on the grant‑date fair value of the awards and are generally recognized in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four‑year vesting period for each award). The Company estimates the fair value of stock options granted using the Black‑Scholes option‑pricing model. Compensation cost is generally recognized over the vesting period of the applicable award using the straight‑line method. Given the absence of a public trading market prior to July 2015, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of its common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of common stock performed by unrelated third‑party specialists; (ii) the prices for the Preferred Stock sold to outside investors; (iii) the rights, preferences and privileges of the Preferred Stock relative to the common stock; (iv) the lack of marketability of the common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO or a merger or acquisition of the Company, given prevailing market conditions. The assumptions used in the Black‑Scholes option‑pricing model were determined as follows: Volatility. Since the Company does not have a trading history prior to July 2015 for its common stock, the expected volatility was derived from the historical stock volatilities of several unrelated public companies within its industry that it considers to be comparable to its business combined with the Company’s over a period equivalent to the expected term of the stock option grants. Risk‑Free Interest Rate. The risk‑free interest rate is based on U.S. Treasury zero‑coupon issues with remaining terms similar to the expected term on the options. Expected Term. The expected term represents the period that the stock‑based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilized the historical data. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero. Forfeiture rate. The Company uses historical data to estimate pre‑ vesting option forfeitures and record stock‑based compensation expense only for those awards that are expected to vest. The fair value of each option grant was estimated on the date of grant using the Black‑Scholes option‑pricing model with the following assumptions and fair value per share: Year Ended December 31, 2016 2015 2014 Volatility 44.7% – 47.8% 45.4% – 51.0% 53.3% – 53.7% Expected life (in years) 6.0 6.9 7 Risk-free interest rate 1.09% - 2.29% 1.85% - 2.06% 1.92% - 2.30% Dividend yield – – – Weighted-average fair value of underlying common stock $ 6.63 $ 7.09 $ 5.53 Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or ESPP, in connection with its initial public offering. A total of 458,024 shares of common stock were reserved for issuance under this plan. 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. As of December 31, 2016, the Company had not issued any shares under the ESPP and 458,024 remained available for issuance. For the year ended December 31, 2016, the Company recorded stock-based compensation expense related to the ESPP of $0.4 million based on offerings made under the plan to-date, and there was none in 2015 and 2014. Total compensation costs charged as an expense for stock‑based awards, including stock options and ESPP, recognized in the components of operating expenses are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Administrative and marketing $ $ $ Sales Technology and development General and administrative Total stock-based compensation expense $ $ $ As of December 31, 2016, the Company had $24.7 million in unrecognized compensation cost related to non‑vested stock options, which is expected to be recognized over a weighted‑average period of approximately 2.9 years.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Taxes
Income Taxes	Note 14. Income Taxes The components of loss from continuing operations before income taxes were generated substantially in the United States. As a result of the Company’s history of net operating losses and full valuation allowance against its deferred tax assets, only the timing differences attributable to the treatment of the amortization of tax deductible goodwill is reflected in the income tax provision for the years ended December 31, 2016, 2015 and 2014. In addition for the year ended December 31, 2015 the income tax provision was partially offset by an income tax benefit that was realized as a result of acquisition activity. Reconciliations of the statutory federal income tax rate and the Company’s effective tax rate consist of the following (in thousands): Year Ended December 31, 2016 2015 2014 Tax at federal statutory rate $ $ $ State and local tax Non-deductible stock compensation Non-deductible expenses Benefit due to tax rate change — — Change in valuation allowance Income tax provision $ $ $ Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets (liabilities): Net operating loss carryforwards $ $ Accrued expenses Stock-based compensation Amortization of debt restructure cost — Amortization of intangible assets Depreciation of property and equipment Valuation allowance Other Net deferred tax assets (liabilities) $ $ The Company has provided a full valuation allowance for its deferred tax assets at December 31, 2016 and 2015, due to the uncertainty surrounding the future realization of such assets. Therefore, no benefit has been recognized for the net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by $24.7 million, $24.1 million and $6.7 million during the years ended December 31, 2016, 2015 and 2014, respectively. For the year ended December 31, 2016, the valuation allowance included an increase of approximately $1.7 million associated with acquisition activity and a decrease of $3.3 million resulting from a tax rate change. As of December 31, 2016, the Company had approximately $192.3 million of federal and state net operating loss carryforwards available to offset future taxable income. If not utilized, the federal net operating loss carryforwards begin to expire in 2025. The deferred tax asset related to its net operating losses include no excess tax benefit of stock option exercises, which, when realized, will be recorded as a credit to additional paid‑in capital. The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In the event the Company should experience an ownership change, as defined in the Internal Revenue Code, utilization of its net operating loss carryforwards and tax credits could be limited. The Company has previously recorded an uncertain tax position of $2.3 million during the year ended December 31, 2013. There were no uncertain tax positions recorded in 2016, 2015 and 2014. The Company has recognized $0.1 million of interest expense in both of the years ended December 31, 2016 and 2015 related to unrealized tax benefits. At December 31, 2016 and 2015, the Company had a liability for the payment of interest and penalties of approximately $0.7 million and $0.6 million, respectively, related to unrecognized tax benefits. The Company does not anticipate that the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months. The Company’s tax jurisdiction is the United States. The Company’s 2013 through 2016 tax years are open to examination by U.S. federal and state tax authorities.

Net Loss per Share

Net Loss per Share	12 Months Ended
	Dec. 31, 2016
Net Loss per Share
Net Loss per Share	Note 15. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted‑average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including the Preferred Stock and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti‑dilutive. The Company has 6.8 million outstanding stock options, 0.4 million outstanding warrants and 0.1 million issuable common stock associated with the ESPP that are future potential shares of common stock. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Net loss $ $ $ Preferred stock dividends — — Accretion of preferred stock — — Net loss $ $ $ Weighted-average shares used to compute basic and diluted net loss per share Net loss per share, basic and diluted $ $ $

401(k) Plan

401(k) Plan	12 Months Ended
	Dec. 31, 2016
401(k) Plan
401(k) Plan	Note 16. 401(k) Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All employees over the age of 21 are eligible to participate in the plan. The Company contributes 100% of an employee’s elective deferral up to 4% of $0.3 million of eligible earnings. The Company made matching contributions to participants’ accounts totaling $1.1 million, $0.7 million and $0.4 million during the years ended December 31, 2016, 2015 and 2014, respectively.

Legal Matters

Legal Matters	12 Months Ended
	Dec. 31, 2016
Legal Matters
Legal Matters	Note 17. Legal Matters The Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. At December 31, 2016, the Company was party to the following legal proceedings: On April 29, 2015, the Company filed a lawsuit against the Texas Medical Board (the ‘‘TMB’’) in the United States District Court for the Western District of Texas, Austin Division (the “District Court”) allenging that the TMB’s adoption on April 10, 2015 of an amendment to 22 T.A.C. 190.8(1)(L) that would require a prior in-person examination for a doctor validly to prescribe any controlled substance to a patient in Texas constitutes a violation, inter alia , of the Sherman Antitrust Act. The District Court held a hearing on May 22, 2015 on Teladoc’s motion for preliminary injunction of the effectiveness of such amendment, which otherwise was scheduled to take effect on June 3, 2015. On May 29, 2015, the District Court issued the preliminary injunction requested by Teladoc and enjoined the effectiveness of such rule amendment pending trial. On July 30, 2015, the TMB filed a motion to dismiss the suit, and the District Court denied this motion on December 14, 2015. On January 8, 2016, the TMB provided notice of its intent to appeal the District Court’s denial of its motion to dismiss to the U.S. Court of Appeals for the Fifth Circuit, which was filed on June 17, 2016 and voluntarily withdrawn by the TMB on October 17, 2016. On November 2, 2016, the Disctrict Court granted the parties’ joint motion to stay the trial case through April 19, 2017. Accordingly, no trial date has been set. Business in the State of Texas accounted for approximately $15.1 million, or 12%, $12.6 million, or 16% and $10.0 million or 23% of Teladoc’s consolidated revenue during the years ended December 31, 2016, 2015 and 2014, respectively. If the TMB’s proposed rule amendments go into effect as written and Teladoc is unable to adapt its business model in compliance with the revised rules, its ability to operate its business in the State of Texas would be materially adversely affected, which would have a material adverse effect on its business, financial condition and results of operations. Other than as stated the Company is not a party to any material legal proceeding, and it is not aware of any pending or threatened litigation that would have a material adverse effect on its business, results of operations, cash flows or financial condition should such litigation be resolved unfavorably.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2016
Subsequent Event
Subsequent Events	Note 18. Subsequent Events On January 24, 2017, Teladoc completed its Follow-On Offering in which the Company issued and sold 7,887,500 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $16.75 per share. The Company received net proceeds of $124.0 million after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.5 million. In January 2017, the Company repaid the outstanding $2.0 million of principal plus interest on the Second Amended and Restated Subordinated Promissory Note.

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc, two professional associations and twenty two professional corporations and a service corporation (collectively, the “Association”). Teladoc Physicians, P.A. is party to several Services Agreements by and among it and the professional corporations pursuant to which each professional corporation provides services to Teladoc Physicians, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE, must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the Association and funds and absorbs all losses of the VIE. Total revenue and net loss for the VIE were $22.5 million and $(8.6) million, $13.9 million and $(7.3) million and $6.5 million and $(3.9) million for the years ended December 31, 2016, 2015 and 2014, respectively. The VIE’s total assets were $2.9 million and $2.4 million at December 31, 2016 and 2015, respectively. Total liabilities for the VIE were $27.8 million and $18.7 million at December 31, 2016 and 2015, respectively. The VIE total stockholders’ deficit was $25.0 million and $16.4 million at December 31, 2016 and 2015, respectively. All significant intercompany transactions and balances have been eliminated.
Business Combinations	Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long‑lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, client performance guarantees, the calculation of a contingent liability in connection with an earn‑out, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock‑based awards.
Segment Information	Segment Information The Company’s chief operating decision maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment—health services.
Revenue Recognition	Revenue Recognition The Company offers two types of subscription access revenue contracts: (i) contracts that provide for a fixed monthly charge for access and unlimited visits per Member and (ii) contracts that provide for a fixed monthly charge for access and a contractually defined cost for each visit. Any visit fee revenue that is not included in the subscription access revenue is recognized when the service has been provided to the Member. The Company recognizes a substantial portion of its revenue from contracts that provide employers and health plans (“Clients”) with subscription access to the Company’s network of physicians and other healthcare professionals (“Providers”) on a subscription basis for a fixed monthly fee which entitles the Client’s employees and their beneficiaries (“Members”) to unlimited consultations (“visits”). The contracts are generally for a one‑year term and have an automatic renewal feature for additional years. The Company commences revenue recognition for the subscription access service on the date that the services are made available to the Client and its Members, which is considered the implementation date, provided all of the following criteria are met: · there is an executed subscription agreement; · the Member has access to the service; · collection of the fees is reasonably assured; and · the amount of fees to be paid by the Client and Member is fixed and determinable. Subscription Access Revenue Subscription access revenue recognition commences on the date that the Company’s services are made available to the Client, which is considered the implementation date, provided all of the other criteria described above are met. Revenue is recognized over the term of the Client contract and is based on the terms in the Client contracts, which can provide for a variable periodic fee based upon the actual number of Members. Revenue From Visit Fees Revenue from visits is comprised of all revenue that is earned in connection with the completion of a visit. The Company recognizes revenue as the visits are completed. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, the Companys direct-to-consumer behavioral health product provides for refunds and the Company issued credits of approximately $0.8 million and $0.4 million for the years ended December 31, 2016 and 2015, respectively. Additionally, certain of the Company’s contracts include client performance guarantees that are based upon minimum Member utilization and guarantees by the Company for specific service level performance of the Company’s services. If client performance guarantees are not being realized, the Company deducts from revenue an estimate of the amount that will be due at the end of the respective client’s contractual period. The Company issued credits amounting to approximately $0.1 million for the year ended December 31, 2016 and $0.4 million for both of the years ended December 31, 2015 and 2014.
Cost of Revenue	Cost of Revenue Cost of revenue primarily consists of fees paid to the Providers, costs incurred in connection with the Company’s Provider network operations, which include employee‑related expenses (including salaries and benefits) as well as costs related to medical malpractice insurance.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company’s cash and cash equivalents generally consist of investments in money market funds. Cash and cash equivalents are stated at fair value.
Short-Term Investments	Short-Term Investments The Company holds short-term investments in marketable securities primarily consisting of corporate bonds, commercial paper, U.S. treasuries and asset backed securities with maturities of less than one year. These short-term investments are classified as available-for-sale and are carried at fair value with unrealized gains or losses recorded as a separate component of stockholders’ equity in accumulated other comprehensive loss. Realized gains or losses are recognized in the consolidated statements of operations upon disposition of the securities. As of December 31, 2016, there were no short-term investments that had been in a continuous loss position for more than 12 months. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Realized losses for the year ended December 31, 2016 were less than $0.1 million and are included in general and administrative expenses in the Company’s consolidated statements of operations. There were no realized losses in 2015 and 2014.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight‑line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.
Internal-Use Software	Internal‑Use Software Internal‑use software is included in intangible assets and is amortized on a straight‑line basis over 3 to 5 years. For the Company’s development costs related to its software development tools that enable its Members and Providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. The goodwill impairment test involves a two‑ step process. The first step involves comparing the fair value of the Company’s reporting unit to its carrying value, including goodwill. The fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets resulted from business acquisitions and include Client relationships, non‑compete agreements, patents and trademarks. Client relationships are amortized over a period of 2 to 10 years in relation to expected future cash flows, while non‑compete agreements are amortized over a period of 1.5 to 5 years using the straight‑line method. Patents and trademarks are amortized over 3 years using the straight-line method. Long-lived assets (property and equipment, internally developed software, and intangible assets) used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. In 2015 the Company recorded an impairment loss for certain internally developed software as it is no longer being utilized. The impairment loss of $0.8 million is included in general and administrative expense in the consolidated statements of operations. There were no impairment losses in 2016 or 2014.
Stock-Based Compensation	Stock‑Based Compensation Stock‑based compensation for stock options granted is measured based on the grant‑ date fair value of the awards and recognized on a straight‑line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black‑Scholes option‑pricing model. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase.
Income Taxes	Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two‑ step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest income (expense), net in the consolidated statements of operations.
Comprehensive Loss	Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on short-term investments. Unrealized gains or losses are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including the preferred stock (in 2015 and 2014) and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
Warranties and Indemnification	Warranties and Indemnification The Company’s arrangements generally include certain provisions for indemnifying Clients against liabilities if there is a breach of a Client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.
Advertising and Marketing Expenses	Advertising and Marketing Expenses Advertising and marketing include all communications and campaigns to the Company’s Clients and Members, digital advertising and related employees’ costs and are expensed as incurred. For the years ended December 31, 2016, 2015 and 2014, advertising expenses were $29.5 million, $17.3 million and $6.0 million, respectively.
Concentrations of Risk and Significant Clients	Concentrations of Risk and Significant Clients The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. During the year ended December 31, 2016 and 2015, substantially all of the Company’s revenue was generated by Clients located in the United States. During the year ended 2014, all of the Company’s revenue was generated by clients located in the United States. One Client represented 11% of accounts receivable at December 31, 2016. No Client represented over 10% of accounts receivable at December 31, 2015 or revenue for the years ended December 31, 2016, 2015 and 2014.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
Seasonality	Seasonality The Company typically experiences the strongest increases in consecutive quarterly revenue during the fourth and first quarters of each year, which coincides with traditional annual benefit enrollment seasons. In particular, as a result of many Clients’ introduction of new services at the very end of a calendar year, or the start of each calendar year, the majority of the Company’s new Client contracts have an effective date of January 1. Additionally, as a result of national seasonal cold and flu trends, the Company experiences the highest level of visit fees during the first and fourth quarters of each year when compared to other quarters of the year. Conversely, the second quarter of the year has historically been the period of lowest utilization of the Company’s Provider network services relative to the other quarters of the year.
Recently Issued Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2018; early adoption is allowed. The revised guidance is required to be applied retrospectively to each prior reporting period presented or modified retrospectively applied with the cumulative effect of initially applying it recognized at the date of initial application. The Company currently anticipates adopting the standard using the modified retrospective method. The Company is currently evaluating the impact of the adoption of this guidance on the consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . This guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016. Early adoption is permitted. The Company adopted this guidance in the fourth quarter of 2016 and based on the management assessment, there are no conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. As a result, the adoption of this standard had no impact on the Company’s consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company starting in the first quarter of fiscal 2019. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this standard on the consolidated financial statements . In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 revises the accounting treatment for excess tax benefits, minimum statutory withholding requirements and forfeitures related to share-based awards. The new guidance will be effective for the Company starting in the first quarter of fiscal 2017. Early adoption is permitted in any annual or interim period. The Company is currently in the process of evaluating the impact of the adoption of this standard on the consolidated financial statements.

Summary of Significant Accoun28

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies
Summary of useful life of property and equipment	Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2016
Fair Value Measurements
Schedule assets and liabilities measured at fair value on a recurring basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ $ — $ — $ Short-term investments $ — $ $ — $ Contingent liability (included in other liabilities) $ — $ — $ $ December 31, 2015 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ $ — $ — $ Short-term investments $ — $ $ — $ Contingent liability (included in accrued expenses and other current liabilities and other liabilities) $ — $ — $ $
Schedule of reconciliation of company's Level 3 liabilities	The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability (in thousands): Balance at December 31, 2015 $ Change in fair value Fair value at December 31, 2016 $

Lease Abandonment Charge (Table

Lease Abandonment Charge (Tables)	12 Months Ended
	Dec. 31, 2016
Lease Abandonment Charge
Schedule of lease abandonment charges	The following table details the associated liability. The current portion of the liability of less than $0.1 million was recorded in accrued expenses and other current liabilities (in thousands): Year Ended December 31, 2016 2015 Balance January 1 $ $ — Charged to expense — Paid or settled Balance December 31 $ $

Business Acquisitions (Tables)

Business Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2016
Business Acquisitions
Summary of identifiable assets acquired and liabilities assumed	Identifiable assets acquired and liabilities assumed (in thousands): HealthiestYou StatDoc BetterHelp Purchase price $ $ $ Less: Cash Accounts receivable Other assets Client relationships Non-compete agreements Internal software Trademarks — Accounts payable Deferred tax — — Other liabilities Goodwill $ $ $
Schedule of unaudited pro forma revenue and net loss	Unaudited Pro Forma (in thousands) 2016 2015 Revenue $ $ Net loss $ $

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2016
Property and Equipment, Net
Summary of property and equipment, net	Property and equipment, net, consist of the following (in thousands): As of December 31, 2016 2015 Computer equipment $ $ Furniture and equipment Leasehold improvement Construction in progress — Total Accumulated depreciation Property and equipment, net $ $

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2016
Intangible Assets, Net
Schedule of finite lived intangible assets	Intangible assets consist of the following (in thousands): Weighted Average Useful Accumulated Net Carrying Remaining Life Gross Value Amortization Value Useful Life December 31, 2016 Client relationships 2 to 10 years $ $ $ Non-compete agreements 1.5 to 5 years Trademarks 3 years Patents 3 years Internal software 3 to 5 years Intangible assets, net $ $ $ December 31, 2015 Client relationships 2 to 10 years $ $ $ Non-compete agreements 3 to 5 years Trademarks 3 years Internal software 3 to 5 years Intangible assets, net $ $ $
Schedule of amortization to be charged to expense over the remaining life of the intangible assets	Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2016 is as follows (in thousands): Years Ending December 31, 2017 $ 2018 2019 2020 2021 Thereafter $

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2016
Goodwill
Summary of goodwill	Goodwill consists of the following (in thousands): As of December 31, 2016 2015 Beginning balance $ $ Additions associated with acquisitions Goodwill $ $

Accrued Expenses and Other Cu35

Accrued Expenses and Other Current Liabilities (Tables)	12 Months Ended
	Dec. 31, 2016
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2016 2015 Professional fees $ $ Consulting fees/customer service fees/provider fees Legal fees Interest payable Marketing Earnout and compensation Lease abandonment Deferred revenue Other Total $ $

Long Term Bank and Other Debt (

Long Term Bank and Other Debt (Tables)	12 Months Ended
	Dec. 31, 2016
Long Term Bank and Other Debt
Schedule of long-term bank and other debt components	Long‑term bank and other debt consist of the following (in thousands): As of December 31, 2016 2015 SVB Mezzanine Term Loan less debt discount of $0 and $190 $ $ SVB Term Loan Facility — SVB Revolving Advance Facility — SVB Line of Credit Facility less debt discount of $66 and $0 — Subordinated Promissory Note Total Less: current portion of Subordinated Promissory Note/SVB Term Loan Facility Long term bank and other debt $ $
Schedule of payments due for long-term debt	Payments due are as follows (in thousands): Total 2017 $ 2018 — 2019 2020 — 2021 and thereafter — Total $

Leases and Contractual Obliga37

Leases and Contractual Obligations (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies
Schedule of the future minimum lease payments under non cancelable operating leases	As of December 31, 2016, the future minimum lease payments under non‑cancelable operating leases are as follows (in thousands): Operating Leases 2017 $ 2018 2019 2020 2021 2022 and thereafter $

Convertible Preferred Stock (38

Convertible Preferred Stock (the "Preferred Stock") (Tables)	12 Months Ended
	Dec. 31, 2016
Convertible Preferred Stock (the "Preferred Stock")
Schedule of Preferred Stock outstanding	Common Shares Shares Shares Upon Liquidation December 31, 2014 Authorized Outstanding Conversion Preference Series A $ Series A-1 Series B Series C-1 Series D Series E Series F $
Schedule of conversion rights of Preferred Stock	Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion Original Conversion (= Original Issue Price/ Series of Preferred Stock Issue Price Price Conversion Price) Series F $ $ Series E $ $ Series D $ $ Series C-1 $ $ Series B $ $ Series A-1 $ $ Series A $ $

Common Stock and Stockholders39

Common Stock and Stockholders' Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2016
Common Stock and Stockholders'Equity (Deficit)
Summary of activity under the Plan	Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Shares Number of Average Remaining Aggregate Available Shares Exercise Contractual Intrinsic for Grant Outstanding Price Life in Years Value Balance at January 1, 2014 $ $ Increase in Plan authorized shares — $ — — $ — Stock option grants $ — $ — Stock options exercised — $ — $ — Stock options cancelled — $ — $ — Balance at December 31, 2014 $ $ Increase in Plan authorized shares — $ — — $ — Stock option grants $ — — $ — Stock options exercised — $ — — $ — Stock options cancelled Stock options expired $ — — $ — Balance at December 31, 2015 $ $ Increase in Plan authorized shares — $ — — $ — Stock option grants $ — $ Stock options exercised — $ — $ Stock options expired $ — $ Balance at December 31, 2016 $ $ Vested or expected to vest December 31, 2016 $ $ Exercisable as of December 31, 2016 $ $
Assumptions used for estimate of fair value of options	Year Ended December 31, 2016 2015 2014 Volatility 44.7% – 47.8% 45.4% – 51.0% 53.3% – 53.7% Expected life (in years) 6.0 6.9 7 Risk-free interest rate 1.09% - 2.29% 1.85% - 2.06% 1.92% - 2.30% Dividend yield – – – Weighted-average fair value of underlying common stock $ 6.63 $ 7.09 $ 5.53
Components of operating expense charged for compensation cost expense	Total compensation costs charged as an expense for stock‑based awards, including stock options and ESPP, recognized in the components of operating expenses are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Administrative and marketing $ $ $ Sales Technology and development General and administrative Total stock-based compensation expense $ $ $

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxes
Schedule of reconciliations of the statutory federal income tax rate to the effective income tax rate	Reconciliations of the statutory federal income tax rate and the Company’s effective tax rate consist of the following (in thousands): Year Ended December 31, 2016 2015 2014 Tax at federal statutory rate $ $ $ State and local tax Non-deductible stock compensation Non-deductible expenses Benefit due to tax rate change — — Change in valuation allowance Income tax provision $ $ $
Schedule of significant components of deferred tax assets and liabilities	Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets (liabilities): Net operating loss carryforwards $ $ Accrued expenses Stock-based compensation Amortization of debt restructure cost — Amortization of intangible assets Depreciation of property and equipment Valuation allowance Other Net deferred tax assets (liabilities) $ $

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2016
Net Loss per Share
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Net loss $ $ $ Preferred stock dividends — — Accretion of preferred stock — — Net loss $ $ $ Weighted-average shares used to compute basic and diluted net loss per share Net loss per share, basic and diluted $ $ $

Organization and Description 42

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 07, 2015	Jun. 17, 2015
Initial Public Offering
Number of shares issued upon conversion of convertible stock	25,500,000
Convertible Preferred Stock
Initial Public Offering
Number of shares issued upon conversion of convertible stock	25,500,000
Redeemable Common Stock
Initial Public Offering
Number of shares issued upon conversion of convertible stock	113,294
IPO And Over-Allotment Option
Initial Public Offering
Issuance of stock under IPO (in shares)	9,487,500	9,487,500
Price of stock issued (in dollars per share)	$ 19	$ 19
Proceeds received, net of issuance costs	$ 163.1	$ 163.1
Underwriting discounts and commissions	12.6	12.6
Other offering expenses	$ 4.5	$ 4.5

Summary of Significant Accoun43

Summary of Significant Accounting Policies - VIE (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs | item	2
Number of professional corporations consolidated as VIEs | item	22
Primary beneficiary
Variable interest entity
Total revenue of VIEs	$ 22.5	$ 13.9	$ 6.5
Net loss of VIEs	(8.6)	(7.3)	$ (3.9)
Assets of VIEs	2.9	2.4
Liabilities of VIEs	27.8	18.7
Deficit of VIEs	$ 25	$ 16.4

Summary of Significant Accoun44

Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Revenue recognition
Number of types of subscription access revenue contracts offered | item	2
Contract term	1 year
Credits issued related to the Company's direct-to-consumer behavioral health product	$ 0.8	$ 0.4
Credits issued related to the Company's contracts that include client performance guarantees	$ 0.1	$ 0.4	$ 0.4

Summary of Significant Accoun45

Summary of Significant Accounting Policies - Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Short term investments, continuous loss position for more than 12 months	$ 0
Realized losses		$ 0	$ 0
General and administrative expenses | Maximum
Realized losses	$ 100

Summary of Significant Accoun46

Summary of Significant Accounting Policies - PPE (Details)	12 Months Ended
	Dec. 31, 2016
Computer equipment
Property and Equipment
Useful life	3 years
Furniture and equipment
Property and Equipment
Useful life	5 years

Summary of Significant Accoun47

Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Intangible assets
Goodwill impairment charges	$ 0
General and administrative expenses
Intangible assets
Impairment loss	$ 0	$ 800	$ 0
Internal-Use Software | Minimum
Intangible assets
Useful life	3 years	3 years
Internal-Use Software | Maximum
Intangible assets
Useful life	5 years	5 years
Client relationships | Minimum
Intangible assets
Useful life	2 years	2 years
Client relationships | Maximum
Intangible assets
Useful life	10 years	10 years
Non-compete agreements | Minimum
Intangible assets
Useful life	1 year 6 months	3 years
Non-compete agreements | Maximum
Intangible assets
Useful life	5 years	5 years
Patents
Intangible assets
Useful life	3 years	3 years
Trademarks
Intangible assets
Useful life	3 years	3 years

Summary of Significant Accoun48

Summary of Significant Accounting Policies - Advertising and Marketing Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Summary of Significant Accounting Policies
Advertising expense	$ 29.5	$ 17.3	$ 6

Fair Value Measurements - Recur

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Net Asset (Liability)
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0	0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0	0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0	0
Fair value assets level 3 net transfers	0	0
Fair value liabilities level 3 net transfers	0	0
Recurring
Fair Value, Net Asset (Liability)
Cash and cash equivalents	50,015	55,066
Short-term investments	15,793	82,282
Contingent liability	3,678	3,408
Level 1 | Recurring
Fair Value, Net Asset (Liability)
Cash and cash equivalents	50,015	55,066
Level 2 | Recurring
Fair Value, Net Asset (Liability)
Short-term investments	15,793	82,282
Level 3 | Recurring
Fair Value, Net Asset (Liability)
Contingent liability	$ 3,678	$ 3,408

Fair Value Measurements - Level

Fair Value Measurements - Level 3 (Details) - Contingent Liability $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)
Reconciliation of Level 3 liabilities
Fair value at beginning of period	$ 3,408
Change in fair value	270
Fair value at end of period	$ 3,678

Lease Abandonment Charge (Detai

Lease Abandonment Charge (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Lease Abandonment Charge
Current portion of lease abandonment	$ 42	$ 433
Accrued expenses and other current liabilities
Lease Abandonment Charge
Current portion of lease abandonment	41
Lease abandonment
Lease Abandonment Charge
Balance at beginning of year	474
Charged to expense		740
Paid or settled	(433)	(266)
Balance at end of year	41	474
Lease abandonment | General and administrative expenses
Lease Abandonment Charge
Charged to expense	$ 0	$ 800	$ 0

Business Acquisitions (Details)

Business Acquisitions (Details) - USD ($) $ in Thousands	Jul. 01, 2016	Jul. 31, 2015	Jun. 17, 2015	Jan. 23, 2015	Sep. 30, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Less:
Goodwill						$ 188,184	$ 56,342	$ 28,454
Pro forma information
Revenue						131,945	86,011
Net loss						$ (75,854)	$ (65,536)
HealthiestYou
Business acquisition
Purchase price	$ 151,500
Equity consideration (in shares)	6,955,796
Equity consideration	$ 108,300
Cash paid for acquisition	43,200
Transaction costs associated with acquisition	6,900
Contract termination costs associated with acquisition	5,700
Identifiable assets acquired and liabilities assumed:
Purchase price	151,484
Less:
Cash	6,204
Accounts receivable	1,184
Other assets	1,537
Accounts payable	(836)
Other liabilities	(2,847)
Goodwill	131,842
HealthiestYou | Maximum
Business acquisition
Adjustments for working capital	100
HealthiestYou | Client relationships
Less:
Finite-lived intangibles	10,930
HealthiestYou | Non-compete agreements
Less:
Finite-lived intangibles	70
HealthiestYou | Internal-Use Software
Less:
Finite-lived intangibles	2,220
HealthiestYou | Trademarks
Less:
Finite-lived intangibles	$ 1,180
Gateway to Provider Access, Inc.
Business acquisition
Purchase price		$ 1,500
Transaction costs associated with acquisition		100
Gateway to Provider Access, Inc. | Maximum
Business acquisition
Adjustments for working capital		$ 100
BetterHelp
Business acquisition
Purchase price				$ 3,300
Period of earn-out payments (in years)				4 years
Contingent future earn-out payments				$ 2,400
Issuance of unsecured subordinated promissory note				$ 1,000
Promissory note interest rate (as a percent)				5.00%
Identifiable assets acquired and liabilities assumed:
Purchase price				$ 5,749
Less:
Cash				89
Accounts receivable				11
Other assets				4
Accounts payable				(6)
Deferred tax				(666)
Other liabilities				(340)
Goodwill				4,686
BetterHelp | General and administrative expenses
Business acquisition
Transaction costs associated with acquisition				100
BetterHelp | Client relationships
Less:
Finite-lived intangibles				141
BetterHelp | Non-compete agreements
Less:
Finite-lived intangibles				910
BetterHelp | Internal-Use Software
Less:
Finite-lived intangibles				780
BetterHelp | Trademarks
Less:
Finite-lived intangibles				$ 140
StatDoc
Business acquisition
Purchase price			$ 30,100
Equity consideration (in shares)			1,051,033
Equity consideration			$ 16,800
Cash paid for acquisition			13,300
Identifiable assets acquired and liabilities assumed:
Purchase price			29,991
Less:
Cash			360
Accounts receivable			419
Other assets			70
Accounts payable			(609)
Other liabilities			(701)
Goodwill			23,202
StatDoc | Maximum
Business acquisition
Adjustments for working capital					$ 100
StatDoc | General and administrative expenses
Business acquisition
Transaction costs associated with acquisition					$ 300
StatDoc | Client relationships
Less:
Finite-lived intangibles			3,220
StatDoc | Non-compete agreements
Less:
Finite-lived intangibles			1,070
StatDoc | Internal-Use Software
Less:
Finite-lived intangibles			$ 2,960

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Total	$ 11,699	$ 8,303
Accumulated depreciation	(4,220)	(2,044)
Property and equipment, net	7,479	6,259
Depreciation	2,200	1,100	$ 300
Computer equipment
Total	7,059	5,394
Furniture and equipment
Total	1,081	377
Leasehold improvement
Total	$ 3,559	1,747
Construction in progress
Total		$ 785

Intangible Assets, Net - Summar

Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Intangible assets
Gross Value	$ 36,557	$ 20,863
Accumulated Amortization	(11,682)	(5,598)
Net Carrying Value	$ 24,875	$ 15,265
Weighted Average Remaining Useful Life	6 years 6 months	5 years 10 months 24 days
Amortization expense for intangible assets	$ 6,100	$ 3,700	$ 2,000
Client relationships
Intangible assets
Gross Value	22,581	11,651
Accumulated Amortization	(6,226)	(3,219)
Net Carrying Value	$ 16,355	$ 8,432
Weighted Average Remaining Useful Life	8 years 6 months	7 years 10 months 24 days
Client relationships | Minimum
Intangible assets
Useful life	2 years	2 years
Client relationships | Maximum
Intangible assets
Useful life	10 years	10 years
Non-compete agreements
Intangible assets
Gross Value	$ 3,480	$ 3,410
Accumulated Amortization	(2,344)	(1,360)
Net Carrying Value	$ 1,136	$ 2,050
Weighted Average Remaining Useful Life	1 year 7 months 6 days	2 years 3 months 18 days
Non-compete agreements | Minimum
Intangible assets
Useful life	1 year 6 months	3 years
Non-compete agreements | Maximum
Intangible assets
Useful life	5 years	5 years
Trademarks
Intangible assets
Gross Value	$ 1,320	$ 140
Accumulated Amortization	(287)	(44)
Net Carrying Value	$ 1,033	$ 96
Useful life	3 years	3 years
Weighted Average Remaining Useful Life	2 years 4 months 24 days	2 years 1 month 6 days
Patents
Intangible assets
Gross Value	$ 200
Accumulated Amortization	(6)
Net Carrying Value	$ 194
Useful life	3 years	3 years
Weighted Average Remaining Useful Life	2 years 10 months 24 days
Internal-Use Software
Intangible assets
Gross Value	$ 8,976	$ 5,662
Accumulated Amortization	(2,819)	(975)
Net Carrying Value	$ 6,157	$ 4,687
Weighted Average Remaining Useful Life	3 years	3 years 9 months 18 days
Internal-Use Software | Minimum
Intangible assets
Useful life	3 years	3 years
Internal-Use Software | Maximum
Intangible assets
Useful life	5 years	5 years

Intangible Assets, Net - Amorti

Intangible Assets, Net - Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Periodic amortization that will be charged to expense over the remaining life of the intangible assets
2,017	$ 7,838
2,018	6,224
2,019	4,309
2,020	2,389
2,021	1,538
Thereafter	2,577
Net Carrying Value	$ 24,875	$ 15,265

Goodwill (Details)

Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill
Beginning balance	$ 56,342	$ 28,454
Additions associated with acquisitions	131,842	27,888
Goodwill	$ 188,184	$ 56,342

Accrued Expenses and Other Cu57

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Accrued Expenses and Other Current Liabilities
Professional fees	$ 292	$ 411
Consulting fees/customer service fees/provider fees	1,687	869
Legal fees	897	1,056
Interest payable	389	287
Marketing	142	53
Earnout and compensation	1,045	2,449
Lease abandonment	42	433
Deferred revenue	1,002	831
Other	2,485	1,808
Total	$ 7,981	$ 8,197

Long Term Bank and Other Debt -

Long Term Bank and Other Debt - Summary (Details)	Jul. 24, 2015item$ / shares	Jul. 15, 2015USD ($)	May 02, 2014item$ / sharesshares	Jul. 31, 2016USD ($)item$ / sharesshares	Apr. 30, 2015USD ($)	May 31, 2014USD ($)item$ / sharesshares	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Dec. 09, 2016$ / shares	Jan. 01, 2016	Dec. 22, 2015$ / shares	Jul. 14, 2015USD ($)
Long-term bank and other debt
Total							$ 44,424,000	$ 26,477,000
Less: current portion							(2,000,000)	(1,250,000)
Long term bank and other debt							42,424,000	25,227,000
Drawdown on facility							34,990,000	6,800,000	$ 19,700,000
Fair value of warrants issued, resulting in an increase to additional paid in capital							7,717,000		$ 219,000
Amortization of warrants and loss on extinguishment of debt							8,454,000
Amortization of warrants							7,717,000	798,000
Common stock warrants
Long-term bank and other debt
Exercise price of warrants (in dollars per share) | $ / shares												$ 2.95
Amended and Restated Loan and Security Agreement, May 2014 | Maximum
Long-term bank and other debt
Previous deferred loan costs remaining to be amortized							100,000
Term Loan facility | SVB
Long-term bank and other debt
Total								4,167,000
Revolving Advance facility | SVB
Long-term bank and other debt
Total								6,500,000					$ 11,500,000
Maximum borrowings						$ 12,000,000
Borrowing base as percentage of monthly recurring revenue						300.00%
Repayments		$ 5,000,000
Revolving Advance facility | SVB | WSJ Prime Rate
Long-term bank and other debt
Basis spread on variable rate (as a percent)						0.75%
Mezzanine Term Loan | SVB
Long-term bank and other debt
Debt discount							0	190,000
Total							25,000,000	12,810,000
Face amount				$ 25,000,000
Loan origination fee				250,000
Final payment fee payable				$ 750,000
Mezzanine Term Loan | SVB | WSJ Prime Rate
Long-term bank and other debt
Basis spread on variable rate (as a percent)				6.25%
Floor interest rate of reference rate (as a percent)				3.75%
Original Mezzanine Term Loan
Long-term bank and other debt
Extinguishment of debt							13,000,000
Original Mezzanine Term Loan | SVB
Long-term bank and other debt
Face amount						$ 13,000,000
Interest rate (as a percent)						10.00%
Original Mezzanine Term Loan | SVB | Common stock warrants
Long-term bank and other debt
Number of affiliates of lender granted warrants | item						2
Number of shares that may be exercised from warrants | shares						131,239
Exercise price of warrants (in dollars per share) | $ / shares						$ 2.95
Term of warrants						10 years
Line of credit | SVB
Long-term bank and other debt
Debt discount							66,000	0
Total							17,424,000
Maximum borrowings				$ 25,000,000
Borrowing capacity of the Uncommited Incremental Facility				25,000,000
Loan origination fee				75,000
Additional annual fee				75,000
Arrangement fee if and when the Company utilizes the Uncommitted Incremental Facility				$ 50,000
Borrowing base as percentage of monthly recurring revenue				300.00%
Line of credit | SVB | WSJ Prime Rate
Long-term bank and other debt
Basis spread on variable rate (as a percent)				0.50%
Line of credit | Term Loan facility | SVB
Long-term bank and other debt
Total								5,000,000
Maximum borrowings						$ 5,000,000
Line of credit | Term Loan facility | SVB | WSJ Prime Rate
Long-term bank and other debt
Basis spread on variable rate (as a percent)						1.00%
Subordinated Promissory Note
Long-term bank and other debt
Total							2,000,000	3,000,000
Subordinated Promissory Note | AmeriDoc
Long-term bank and other debt
Interest rate (as a percent)					10.00%						7.00%
Debt incurred upon acquisition					$ 3,500,000
Repayment of debt							1,000,000	$ 500,000
Current debt outstanding							$ 2,000,000
Affiliates of SVB | Common stock warrants
Long-term bank and other debt
Number of affiliates of lender granted warrants | item	1		2	2
Number of shares that may be exercised from warrants | shares			131,239	798,694
Exercise price of warrants (in dollars per share) | $ / shares	$ 2.95		$ 2.95	$ 13.50						$ 13.50
Term of warrants			10 years	10 years
Fair value of warrants issued, resulting in an increase to additional paid in capital				$ 7,700,000

Long Term Bank and Other Debt59

Long Term Bank and Other Debt - Payments Due (Details) $ in Thousands	Dec. 31, 2016USD ($)
Long Term Bank and Other Debt
2,017	$ 2,000
2,019	42,490
Total	$ 44,490

Leases and Contractual Obliga60

Leases and Contractual Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Feb. 28, 2015	Nov. 30, 2014
Future minimum lease payments under non cancelable operating leases
2,016	$ 1,996
2,017	1,880
2,018	1,228
2,019	1,272
2,020	1,315
2021 and thereafter	4,164
Total	11,855
Rent expense	$ 1,800	$ 1,300	$ 800
SVB | Office Lease - Purchase, NY
Future minimum lease payments under non cancelable operating leases
Letter of credit issued in lieu of cash deposit					$ 300
SVB | Office Lease - Dallas, TX
Future minimum lease payments under non cancelable operating leases
Letter of credit issued in lieu of cash deposit				$ 1,000

Convertible Preferred Stock (61

Convertible Preferred Stock (the "Preferred Stock") (Details) - USD ($)	Jul. 07, 2015	Sep. 10, 2014	Aug. 31, 2014	Dec. 31, 2014	Dec. 31, 2013
Temporary equity
Number of shares issued upon conversion of convertible stock	25,500,000
Shares Authorized				50,479,286
Shares Outstanding				50,452,939
Common Shares Upon Conversion				25,450,440
Liquidation Preference				$ 117,913,630
Convertible Preferred Stock
Temporary equity
Number of shares issued upon conversion of convertible stock	25,500,000
Shares Outstanding				50,452,939	37,590,286
Number of new shares issued during period				11,329,068
Convertible preferred stock, excluding Series F
Temporary equity
Dividend rate (as a percent)				7.50%
Convertible Preferred Stock Series A
Temporary equity
Shares Authorized				418,634
Shares Outstanding				418,634
Common Shares Upon Conversion				1,628,498
Liquidation Preference				$ 5,232,925
Original Issue Price (in dollars per share)				$ 7.425
Conversion Price (in dollars per share)				$ 1.9090
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion				3.8900
Convertible Preferred Stock Series A1
Temporary equity
Shares Authorized				53,957
Shares Outstanding				53,957
Common Shares Upon Conversion				282,689
Liquidation Preference				$ 918,955
Original Issue Price (in dollars per share)				$ 10
Conversion Price (in dollars per share)				$ 1.9090
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion				5.2391
Convertible Preferred Stock Series B
Temporary equity
Shares Authorized				263,839
Shares Outstanding				263,839
Common Shares Upon Conversion				1,790,050
Liquidation Preference				$ 5,768,378
Original Issue Price (in dollars per share)				$ 12.95
Conversion Price (in dollars per share)				$ 1.9090
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion				6.7846
Convertible Preferred Stock Series C1
Temporary equity
Shares Authorized				18,287,483
Shares Outstanding				18,267,759
Common Shares Upon Conversion				7,991,496
Liquidation Preference				$ 15,253,579
Original Issue Price (in dollars per share)				$ 0.835
Conversion Price (in dollars per share)				$ 1.9090
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion				0.4375
Convertible Preferred Stock Series D
Temporary equity
Shares Authorized				12,339,204
Shares Outstanding				12,339,204
Common Shares Upon Conversion				5,397,962
Liquidation Preference				$ 18,600,005
Original Issue Price (in dollars per share)				$ 1.5074
Conversion Price (in dollars per share)				$ 3.4458
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion				0.4375
Convertible Preferred Stock Series E
Temporary equity
Shares Authorized				6,227,169
Shares Outstanding				6,227,169
Common Shares Upon Conversion				2,724,165
Liquidation Preference				$ 15,000,005
Original Issue Price (in dollars per share)				$ 2.4088
Conversion Price (in dollars per share)				$ 5.5063
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion				0.4375
Convertible Preferred Stock Series F
Temporary equity
Shares Authorized				12,889,000
Shares Outstanding				12,882,377
Common Shares Upon Conversion				5,635,580
Liquidation Preference				$ 57,139,783
Accrued and accumulated dividends			$ 13,800,000
Rate at which new series of Preferred stock received in exchange for accrued dividends (in dollars per share)			$ 0.50
Rate at which accrued dividends were converted into new series of preferred stock (in dollars per share)			$ 1
Number of new shares issued during period		1,554,000
Original Issue Price (in dollars per share)				$ 4.4355
Conversion Price (in dollars per share)				$ 10.1391
Number of Shares of Common Stock Issued for each Preferred Share Upon Conversion				0.4375

Common Stock and Stockholders62

Common Stock and Stockholders' Equity (Deficit) - Capitalization (Details) $ / shares in Units, $ in Millions	Jul. 07, 2015USD ($)$ / sharesshares	Jun. 17, 2015USD ($)$ / sharesshares	Dec. 31, 2016$ / sharesshares	Dec. 31, 2015$ / sharesshares
Capitalization
Common stock par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001
Reverse stock split		0.437
Number of common stock shares authorized		75,000,000	75,000,000	75,000,000
Number of preferred stock shares authorized		50,479,286
Number of shares issued upon conversion of convertible stock	25,500,000
Convertible Preferred Stock
Capitalization
Share price threshold of initial public offering for automatic conversion into common stock (in dollars per share) | $ / shares		$ 12
Threshold of proceeds from initial public offering for automatic conversion into common stock | $		$ 75
Number of shares issued upon conversion of convertible stock	25,500,000
IPO And Over-Allotment Option
Capitalization
Issuance of stock (in shares)	9,487,500	9,487,500
Price of stock issued (in dollars per share) | $ / shares	$ 19	$ 19
Proceeds received, net of issuance costs | $	$ 163.1	$ 163.1
Underwriting discounts and commissions | $	12.6	12.6
Other offering expenses | $	$ 4.5	$ 4.5

Common Stock and Stockholders63

Common Stock and Stockholders' Equity (Deficit) - Temporary Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 07, 2015	Jun. 17, 2015	Dec. 31, 2014	Dec. 31, 2013
Temporary equity
Number of shares issued upon conversion of convertible stock	25,500,000
Temporary equity, shares outstanding			50,452,939
Convertible Preferred Stock
Temporary equity
Share price threshold of initial public offering for automatic conversion into common stock (in dollars per share)		$ 12
Threshold of proceeds from initial public offering for automatic conversion into common stock		$ 75,000
Number of shares issued upon conversion of convertible stock	25,500,000
Temporary equity, shares outstanding			50,452,939	37,590,286
Temporary equity, carrying amount			$ 117,914	$ 71,655
Redeemable Common Stock
Temporary equity
Number of shares issued upon conversion of convertible stock	113,294
Temporary equity, shares outstanding			113,294	113,294
Temporary equity, carrying amount			$ 2,852	$ 2,852

Common Stock and Stockholders64

Common Stock and Stockholders' Equity (Deficit) - Warrants (Details)	Dec. 09, 2016$ / sharesshares	Dec. 22, 2015$ / sharesshares	Jul. 24, 2015item$ / sharesshares	May 02, 2014USD ($)item$ / sharesshares	Jul. 31, 2016USD ($)item$ / sharesshares	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Warrants
Fair value of warrants issued, resulting in an increase to additional paid in capital | $						$ 7,717,000		$ 219,000
Non-cash fair value adjustment of warrants | $						7,717,000	$ 798,000
Common stock warrants
Warrants
Number of shares issued upon exercise of warrants		54,830
Cashless exercise of warrants (in shares)		65,619
Exercise price of warrants (in dollars per share) | $ / shares		$ 2.95
Affiliates of SVB | Common stock warrants
Warrants
Number of warrants issued				131,239	798,694
Number of shares that may be exercised from warrants				131,239	798,694
Number of shares issued upon exercise of warrants	107,931		59,281
Cashless exercise of warrants (in shares)	399,347		65,620
Exercise price of warrants (in dollars per share) | $ / shares	$ 13.50		$ 2.95	$ 2.95	$ 13.50
Number of affiliates of lender granted warrants | item			1	2	2
Term of warrants				10 years	10 years
Warrants outstanding | $				$ 200,000		$ 399,347
Fair value of warrants issued, resulting in an increase to additional paid in capital | $					$ 7,700,000

Common Stock and Stockholders65

Common Stock and Stockholders' Equity (Deficit) - Stock Plan and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Shares Available for Grant
Balance, beginning of period (in shares)	1,986,390	741,971	694,280
Increase in Plan authorized shares	1,937,770	2,493,337	1,621,795
Stock options grants (in shares)	(3,910,431)	(1,522,581)	(1,574,104)
Stock options cancelled (in shares)		240,064
Stock options expired (in shares)	329,487	33,599
Balance, end of period (in shares)	343,216	1,986,390	741,971	694,280
Number of Shares Outstanding
Balance, beginning of period (in shares)	3,853,479	2,875,106	2,115,069
Stock option grants (in shares)	3,910,431	1,522,581	1,574,104
Stock option exercised (in shares)	(594,555)	(270,545)	(786,074)
Stock options cancelled (in shares)		(240,064)	(27,993)
Stock options expired (in shares)	(329,487)	(33,599)
Balance, end of period (in shares)	6,839,868	3,853,479	2,875,106	2,115,069
Vested or expected to vest at end of period (in shares)	6,199,485
Exercisable as of end of period (in shares)	1,604,209
Weighted-Average Exercise Price
Balance, beginning of period (in dollars per share)	$ 7.62	$ 3.73	$ 1.14
Stock option grants (in dollars per share)	14.58		5.53
Stock option exercised (in dollars per share)	4.29		0.96
Stock options cancelled (in dollars per share)			1.60
Stock options expired (in dollars per share)	11.62
Balance, end of period (in dollars per share)	11.70	$ 7.62	$ 3.73	$ 1.14
Vested or expected to vest at end of period (in dollars per share)	11.38
Exercisable as of end of period (in dollars per share)	$ 6.08
Weighted-average remaining contractual life in Years
Weighted-average remaining contractual life (in years)	8 years 7 months 21 days	8 years 6 months 15 days	8 years 4 months 17 days	8 years 3 months 11 days
Vested or expected to vest at end of period (in years)	8 years 6 months 18 days
Exercisable as of end of period (in years)	7 years 2 months 12 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value	$ 36,795	$ 41,894	$ 6,758	$ 4,058
Stock option grants	519
Stock options exercised	6,984
Stock options expired	1,699
Vested or expected to vest at end of period	35,426
Exercisable as of end of period	17,505
Grant-date fair value of stock options granted during the period	$ 25,900	$ 10,800	$ 4,800
Fair value assumptions
Volatility, minimum (as a percent)	44.70%	45.40%	53.30%
Volatility, maximum (as a percent)	47.80%	51.00%	53.70%
Expected life (in years)	6 years	6 years 10 months 24 days	7 years
Risk-free interest rate, minimum	1.09%	1.85%	1.92%
Risk-free interest rate, maximum	2.29%	2.06%	2.30%
Maximum
Stock-based Awards
Exercisable period (in years)	10 years
Weighted Average
Fair value assumptions
Weighted-average fair value of underlying common stock	$ 6.63	$ 7.09	$ 5.53

Common Stock and Stockholders66

Common Stock and Stockholders' Equity (Deficit) - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Employee Stock Purchase Plan
Stock-based compensation		$ 7,723	$ 3,075	$ 533
ESPP
Employee Stock Purchase Plan
Shares reserved for issuance under the plan (in shares)	458,024	458,024
Maximum offering period	27 months
Stock purchase price as a percentage of fair value (as a percent)	85.00%
Stock-based compensation		$ 400	$ 0	$ 0

Common Stock and Stockholders67

Common Stock and Stockholders' Equity (Deficit) - Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Compensation costs charged as an expense
Stock-based compensation	$ 7,723	$ 3,075	$ 533
Unrecognized compensation cost	$ 24,700
Period over which unrecognized compensation cost is expected to be recognized	2 years 10 months 24 days
Administrative And Marketing
Compensation costs charged as an expense
Stock-based compensation	$ 514	83	23
Sales
Compensation costs charged as an expense
Stock-based compensation	1,365	422	75
Technology And Development
Compensation costs charged as an expense
Stock-based compensation	1,322	337	39
General and administrative expenses
Compensation costs charged as an expense
Stock-based compensation	$ 4,522	$ 2,233	$ 396

Income Taxes - Statutory Income

Income Taxes - Statutory Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliations of the statutory federal income tax rate and effective tax rate
Tax at federal statutory rate	$ (25,797)	$ (19,715)	$ (5,661)
State and local tax	(1,133)	(3,189)	(916)
Non-deductible stock compensation	1,291	688	210
Non-deductible expenses	382	158	87
Benefit due to tax rate change	(89)
Change in valuation allowance	25,856	22,094	6,668
Income tax provision	$ 510	$ 36	$ 388

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets (liabilities):
Net operating loss carryforwards	$ 70,247	$ 47,053
Accrued expenses	1,088	926
Stock-based compensation	2,238	451
Amortization of debt restructure cost	2,718
Amortization of intangible assets	(6,908)	(3,072)
Depreciation of property and equipment	(28)	(152)
Valuation allowance	(71,202)	(46,477)
Other	153	86
Net deferred tax assets (liabilities)	$ (1,694)	$ (1,185)

Income Taxes - Valuation Allowa

Income Taxes - Valuation Allowance and Carryforwards (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Taxes
Increase in valuation allowance	$ 24.7	$ 24.1	$ 6.7
Increase in valuation allowance in association with acquisition activity	1.7
Decrease in valuation allowance resulting from a tax rate change	3.3
Operating loss carryforwards	192.3
Uncertain tax position	0	0	$ 0	$ 2.3
Unrecognized tax benefit for income tax penalties and interest expense	0.7	0.6
Unrecognized Tax Benefits, Interest on Income Taxes Expense	$ 0.1	$ 0.1

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Basic and diluted net loss per share:
Net loss	$ (74,216)	$ (58,020)	$ (17,037)
Preferred stock dividends			(2,920)
Accretion of preferred stock			(168)
Net loss	$ (74,216)	$ (58,020)	$ (20,125)
Weighted-average shares used to compute basic and diluted net loss per share	42,330,908	19,917,348	1,962,845
Net loss per share, basic and diluted	$ (1.75)	$ (2.91)	$ (10.25)
Stock options
Net Loss per Share
Antidilutive securities (in shares)	6,800,000
Common stock warrants
Net Loss per Share
Antidilutive securities (in shares)	400,000
ESPP
Net Loss per Share
Antidilutive securities (in shares)	100,000

401(k) Plan (Details)

401(k) Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
401(k) Plan
Minimum age of employee eligible to participate in the plan	21 years
Employer contributions (as a percent)	100.00%
Percentage of eligible compensation, matched by the employer	4.00%
Employee's elective deferral, maximum contribution	$ 0.3
Matching contribution made	$ 1.1	$ 0.7	$ 0.4

Legal Matters (Details)

Legal Matters (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenues from external customers
Revenues	$ 123,157	$ 77,384	$ 43,528
Geographic Concentration Risk | Texas
Revenues from external customers
Revenues	$ 15,100	$ 12,600	$ 10,000
Concentration risk (as a percent)	12.00%	16.00%	23.00%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions	Jan. 24, 2017	Jan. 31, 2017
Subordinated Promissory Note
Subsequent events
Repayment of debt		$ 2
Secondary Public Offering And Over-Allotment Option
Subsequent events
Issuance of stock (in shares)	7,887,500
Price of stock issued (in dollars per share)	$ 16.75
Proceeds received, net of issuance costs	$ 124
Underwriting discounts and commissions	7.6
Other offering expenses	$ 0.5