Common Stock and Stockholders' Equity | Note 13. Common Stock and Stockholders’ Equity Capitalization Effective May 25, 2017, the authorized number of shares of the Company’s common stock was increased from 75,000,000 to 100,000,000 shares. On December 4, 2017, Teladoc closed on its December Offering in which the Company issued and sold 4,096,600 shares of common stock, including the exercise of an underwriter option to purchase additional shares, at an issuance price of $35.00 per share. The Company received net proceeds of $134.7 million after deducting underwriting discounts and commissions of $8.2 million as well as other offering expenses of $0.5 million. On January 24, 2017, Teladoc closed on 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 $123.9 million after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.6 million. Stock Plan and Stock Options The Company’s 2015 Incentive Award Plan (the “Plan”) provides for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non‑employees. Options issued under the Plan are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plan, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the trading day immediately preceding the date of award. 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 December 31, 2017 1,105,856 8,393,888 $ 17.56 8.36 $ 145,810 Increase in Plan authorized shares 3,076,705 — $ — — $ — Restricted stock units granted (911,805) — $ — — $ — Stock option grants (945,501) 945,501 $ 38.20 — $ — Restricted stock units forfeited 15,891 — $ — — $ — Stock options exercised — (651,010) $ 13.44 — $ 16,850 Stock options forfeited 97,970 (97,970) $ 24.24 — $ 1,194 Stock options expired — — $ — — $ — Balance at March 31, 2018 2,439,116 8,590,409 $ 20.07 8.35 $ 173,771 Vested or expected to vest at March 31, 2018 8,590,409 $ 20.07 8.35 $ 173,771 Exercisable at March 31, 2018 2,591,375 $ 12.02 7.33 $ 73,279 The total grant‑date fair value of stock options granted during the quarter ended March 31, 2018 was $52.0 million. 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. The assumptions used in the Black‑Scholes option‑pricing model are determined as follows: Volatility. Since the Company does not have a trading history prior to July 2015 for its common stock, the expected volatility was derived from the historical stock volatilities of several unrelated public companies within its industry that it considers to be comparable to its business combined with the Company’s stock volatility over a period equivalent to the expected term of the stock option grants. Risk‑Free Interest Rate. The risk‑free interest rate is based on U.S. Treasury zero‑coupon issues with terms similar to the expected term on the options. Expected Term. The expected term represents the period that the stock‑based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. 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 recognizes forfeitures as they occur. 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: Three Months Ended March 31, 2018 2017 Volatility 44.4% – 48.1% 46.7% – 47.7% Expected life (in years) 6.2 6.1 Risk-free interest rate 2.45% - 2.79% 2.10% - 2.30% Dividend yield – – Weighted-average fair value of underlying common stock $ 28.02 $ 10.54 For the quarter ended March 31, 2018 and 2017, the Company recorded compensation expense related to stock options granted of $5.4 million and $2.9 million, respectively. As of March 31, 2018, the Company had $60.4 million in unrecognized compensation cost related to non‑vested stock options, which is expected to be recognized over a weighted‑average period of approximately 3.0 years. Restricted Stock Units In May 2017, the Company commenced issuing Restricted Stock Units (“RSU’s”) to employees and Board members under the 2017 Employment Inducement Incentive Award Plan. The fair value of the RSU’s is determined on the date of grant. On a monthly basis, the Company will record compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period. The vesting period for employees and members of the Board of Directors is ranges from one to four years. Activity under the RSU’s is as follows (in thousands, except share and per share amounts and years): Weighted-Average Grant Date Shares Fair Value Per Share Balance at December 31, 2017 633,115 $ 33.84 Granted 911,805 $ 38.51 Vested and issued (95,094) $ 33.51 Cancelled/forfeited (15,891) $ 32.52 Balance at March 31, 2018 1,433,935 $ 36.84 Vested and exercisable at March 31, 2018 180,000 $ 35.25 Non-vested at March 31, 2018 1,223,939 $ 36.81 The total grant‑date fair value of RSU’s granted during the quarter March 31, 2018 were $35.1 million. There was no RSU’s granted during the quarter ended March 31, 2017. For the quarter ended March 31, 2018, the Company recorded stock based compensation expense related to the RSU’s of $2.3 million. There was no charge for the quarter ended March 31, 2017. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or ESPP. A total of 645,258 shares of common stock were reserved for issuance under this plan as of March 31, 2018. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During the quarter ended March 31, 2018, the Company had not issued any shares under the ESPP. During 2017, the Company issued 127,510 shares under the ESPP. 517,748 shares remained available for issuance as of March 31, 2018. For the quarter ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense related to the ESPP of $0.1 million and $0.2 million, respectively, based on offerings made under the plan to-date. Total compensation costs charged as an expense for stock‑based awards, including stock options, RSU’s and ESPP, recognized in the components of operating expenses are as follows (in thousands): Quarters Ended March 31, 2018 2017 Administrative and marketing $ 402 $ 203 Sales 1,574 754 Technology and development 1,215 449 General and administrative 4,641 1,691 Total stock-based compensation expense $ 7,832 $ 3,097 |