Teladoc Health (TDOC) 10-K 27 Feb 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Feb. 25, 2019	Jun. 30, 2018
Document and Entity Information
Entity Registrant Name	Teladoc Health, Inc.
Entity Central Index Key	1,477,449
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2,018
Entity Voluntary Filers	No
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Well-known Seasoned Issuer	Yes
Document Fiscal Period Focus	FY
Entity Common Stock, Shares Outstanding		70,766,778
Entity Public Float			$ 3,986,708,558

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 423,989	$ 42,817
Short-term investments	54,545	79,489
Accounts receivable, net of allowance of $3,382 and $2,422, respectively	43,571	27,094
Prepaid expenses and other current assets	10,631	6,839
Total current assets	532,736	156,239
Property and equipment, net	10,148	8,963
Goodwill	737,197	498,520
Intangible assets, net	247,394	159,811
Other assets	1,401	858
Total assets	1,528,876	824,391
Current liabilities:
Accounts payable	7,769	3,884
Accrued expenses and other current liabilities	26,801	19,357
Accrued compensation	27,869	17,089
Total current liabilities	62,439	40,330
Other liabilities	6,191	4,882
Deferred taxes	32,444	12,906
Convertible senior notes, net	414,683	207,370
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value; 150,000,000 and 100,000,000 shares authorized as of December 31, 2018 and December 31, 2017, respectively; 70,516,249 shares and 61,534,101 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively	70	61
Additional paid-in capital	1,434,780	866,330
Accumulated deficit	(408,661)	(311,577)
Accumulated other comprehensive (loss) income	(13,070)	4,089
Total stockholders' equity	1,013,119	558,903
Total liabilities and stockholders' equity	$ 1,528,876	$ 824,391

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Consolidated Balance Sheets
Allowance of Accounts receivable	$ 3,382	$ 2,422
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	100,000,000
Common stock, shares issued	70,516,249	61,534,101
Common stock, shares outstanding	70,516,249	61,534,101

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Consolidated Statements of Operations
Revenue	$ 122,741	$ 110,962	$ 94,560	$ 89,644	$ 77,140	$ 68,650	$ 44,591	$ 42,898	$ 417,907	$ 233,279	$ 123,157
Cost of revenue	40,028	34,167	27,684	26,856	22,716	16,742	10,026	12,139	128,735	61,623	31,971
Gross profit	82,713	76,795	66,876	62,788	54,424	51,908	34,565	30,759	289,172	171,656	91,186
Operating expenses:
Advertising and marketing	23,555	21,668	19,561	20,325	18,441	14,328	12,278	12,616	85,109	57,663	34,720
Sales	14,509	16,303	14,559	13,783	11,279	11,393	7,324	7,988	59,154	37,984	26,243
Technology and development	13,544	13,577	14,348	12,904	10,446	9,964	7,537	6,512	54,373	34,459	21,815
Legal	1,023	254	108	481	760	105	277	343	1,866	1,485	4,117
Regulatory	467	553	531	564	616	777	987	1,007	2,115	3,387	3,158
Acquisition and integration related costs	1,434	1,588	5,800	1,569	2,557	8,526	2,113		10,391	13,196	6,959
Gain on sale		(1,430)	(4,070)						(5,500)
General and administrative	36,461	30,314	26,140	24,001	27,482	21,938	15,873	14,488	116,916	79,781	48,568
Depreciation and amortization	9,557	9,746	8,046	8,253	7,402	6,418	2,668	2,607	35,602	19,095	8,270
Loss from operations	(17,837)	(15,778)	(18,147)	(19,092)	(24,559)	(21,541)	(14,492)	(14,802)	(70,854)	(75,394)	(62,664)
Amortization of warrants and loss on extinguishment of debt					12,665	1,457				14,122	8,454
Interest expense, net	6,663	7,666	6,910	4,873	7,813	8,202	774	702	26,112	17,491	2,588
Net loss before taxes	(24,500)	(23,444)	(25,057)	(23,965)	(45,037)	(31,200)	(15,266)	(15,504)	(96,966)	(107,007)	(73,706)
Income tax (benefit) provision	379	(180)	22	(103)	(654)	130	149	150	118	(225)	510
Net loss	$ (24,879)	$ (23,264)	$ (25,079)	$ (23,862)	$ (44,383)	$ (31,330)	$ (15,415)	$ (15,654)	$ (97,084)	$ (106,782)	$ (74,216)
Net loss per share, basic and diluted	$ (0.35)	$ (0.34)	$ (0.40)	$ (0.39)	$ (0.76)	$ (0.55)	$ (0.28)	$ (0.30)	$ (1.47)	$ (1.93)	$ (1.75)
Weighted-average shares used to compute basic and diluted net loss per share	70,240,000	68,248,000	62,976,000	61,798,000	58,371,000	56,493,000	54,573,000	52,193,000	65,844,908	55,427,460	42,330,908

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Consolidated Statements of Comprehensive Loss
Net loss	$ (97,084)	$ (106,782)	$ (74,216)
Other comprehensive income (loss), net of tax
Net change in unrealized gains on available-for-sale securities	20	(51)	41
Cumulative translation adjustment	(17,179)	4,141
Other comprehensive income (loss), net of tax	(17,159)	4,090	41
Comprehensive loss	$ (114,243)	$ (102,692)	$ (74,175)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balance as of beginning of the period at Dec. 31, 2015	$ 38	$ 309,078	$ (130,510)	$ (42)	$ 178,564
Balance as of beginning of the period (in shares) at Dec. 31, 2015	38,524,922
Stockholders' Equity (Deficit)
Exercise of stock options	$ 1	2,523			2,524
Exercise of stock options (in shares)	594,555
Exercise of warrants (in shares)	107,931
Stock-based compensation		7,723			7,723
Warrants issued		7,717			7,717
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
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
Stockholders' Equity (Deficit)
Exercise of stock options	$ 1	10,836			10,837
Exercise of stock options (in shares)	1,166,947
Exercise of warrants (in shares)	138,903
Issuance of restricted stock units (in shares)	60,000
Issuance of common stock under employee stock purchase plan		2,153			2,153
Issuance of common stock under employee stock purchase plan (in shares)	127,510
Stock-based compensation		30,666	(69)		30,597
Issuance of stock in acquisition	$ 2	66,178			66,180
Issuance of stock in acquisition (in shares)	1,855,078
Equity component of Convertible Senior Notes, net of issuance costs		62,404			62,404
Issuance of stock	$ 12	258,542			258,554
Issuance of stock (in shares)	11,984,100
Other comprehensive income (loss), net of tax				4,090	4,090
Net loss			(106,782)		(106,782)
Balance as of end of the period at Dec. 31, 2017	$ 61	866,330	(311,577)	4,089	558,903
Balance as of end of the period (in shares) at Dec. 31, 2017	61,534,101
Stockholders' Equity (Deficit)
Exercise of stock options	$ 2	31,320			31,322
Exercise of stock options (in shares)	2,247,635
Issuance of restricted stock units (in shares)	304,908
Issuance of common stock under employee stock purchase plan		2,564			2,564
Issuance of common stock under employee stock purchase plan (in shares)	85,218
Stock-based compensation		43,769			43,769
Issuance of stock in acquisition	$ 2	68,562			68,564
Issuance of stock in acquisition (in shares)	1,344,387
Equity component of Convertible Senior Notes, net of issuance costs		91,397			91,397
Issuance of stock	$ 5	330,838			330,843
Issuance of stock (in shares)	5,000,000
Other comprehensive income (loss), net of tax				(17,159)	(17,159)
Net loss			(97,084)		(97,084)
Balance as of end of the period at Dec. 31, 2018	$ 70	$ 1,434,780	$ (408,661)	$ (13,070)	$ 1,013,119
Balance as of end of the period (in shares) at Dec. 31, 2018	70,516,249

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash flows used in operating activities:
Net loss	$ (97,084)	$ (106,782)	$ (74,216)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	35,602	19,095	8,270
Allowance for doubtful accounts	2,243	1,731	2,412
Stock-based compensation	43,769	30,597	7,723
Deferred income taxes	(2,247)	(306)	510
Accretion of interest	19,487	6,382	262
Amortization of warrants and loss on extinguishment of debt		14,122	7,717
Gain on sale	(5,500)
Changes in operating assets and liabilities:
Accounts receivable	(10,931)	(3,659)	(2,900)
Prepaid expenses and other current assets	(2,612)	(2,003)	(826)
Other assets	(414)	98	(42)
Accounts payable	(391)	1,534	(813)
Accrued expenses and other current liabilities	3,993	4,292	(2,301)
Accrued compensation	8,480	3,768	1,688
Other liabilities	745	(3,310)	641
Net cash used in operating activities	(4,860)	(34,441)	(51,875)
Cash flows used in investing activities:
Purchase of property and equipment	(4,011)	(2,633)	(2,108)
Purchase of internal-use software	(4,396)	(2,882)	(1,304)
Purchase of marketable securities	(56,347)	(149,261)	(44,146)
Proceeds from marketable securities	84,170	85,753	110,717
Sale of assets	5,530
Acquisition of business, net of cash acquired	(282,442)	(379,356)	(37,013)
Net cash (used in) provided by investing activities	(257,496)	(448,379)	26,146
Cash flows provided by financing activities:
Net proceeds from the exercise of stock options	31,322	10,837	2,524
Proceeds from issuance of convertible notes	279,152	263,722
Proceeds from borrowing under bank and other debt	10	166,679	34,990
Repayment of debt		(226,440)	(17,166)
Proceeds from issuance of common stock	330,843	258,554	250
Proceeds from employee stock purchase plan	2,564	2,153
Proceeds from cash received for withholding taxes on stock-based compensation, net	1,721	(74)	80
Net cash provided by financing activities	645,612	475,431	20,678
Net increase (decrease) in cash and cash equivalents	383,256	(7,389)	(5,051)
Foreign exchange difference	(2,084)	191
Cash and cash equivalents at beginning of the period	42,817	50,015	55,066
Cash and cash equivalents at end of the period	423,989	42,817	50,015
Income taxes paid	441	137
Interest paid	$ 10,303	$ 9,450	$ 2,387

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2018
Organization and Description of Business
Organization and Description of Business	TELADOC HEALTH, INC. Notes to Audited Consolidated Financial Statements Note 1. Organization and Description of Business Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in providing virtual healthcare services with a focus on high quality, lower costs, and improved outcomes around the world. The Company completed the acquisition of Advance Medical-Health Care Management Services, S.A. (“Advance Medical”), in May 2018, a leading global virtual healthcare provider, Best Doctors Holdings, Inc. (“Best Doctors”), in July 2017, an expert medical consultation company focused on improving health outcomes for the most complex, critical and costly medical issues, and HY Holdings, Inc. (“HealthiestYou”) in July 2016, a leading telehealth consumer engagement technology provider for the small to mid-sized employer market engaged in telehealth activities similar to those of Teladoc Health. Upon the effective date of each respective merger, each entity merged with and into Teladoc Health. On July 26, 2018, Teladoc Health completed a follow-on public offering (the “July Offering”) in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.9 million after deducting offering expenses of $0.5 million. On May 8, 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million. On December 4, 2017, Teladoc Health completed a follow on public offering (the “December Offering”) in which the Company issued and sold 4,096,600 shares of common stock 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 June 27, 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”). The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each year. The 2022 Notes will mature on December 15, 2022. The net proceeds to the Company from the offering were $263.7 million after deducting offering costs of approximately $11.3 million. On January 24, 2017, Teladoc Health completed a follow on public offering (the “January Offering”) in which the Company issued and sold 7,887,500 shares of common stock 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
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 Health, two professional associations and sixteen 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 Health. 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 $58.1 million and $(2.5) million, $33.2 million and $(7.0) million and $22.5 million and $(8.6) million for the years ended December 31, 2018, 2017 and 2016, respectively. The VIE’s total assets all of which were current were $9.8 million and $4.5 million at December 31, 2018 and 2017, respectively. Total liabilities all of which were current for the VIE were $44.3 million and $36.5 million at December 31, 2018 and 2017, respectively. The VIE total stockholders’ deficit was $34.5 million and $32.0 million at December 31, 2018 and 2017, respectively. All intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The 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, purchase accounting, 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 earned by foreign operations outside of the United States were $75.2 million and $18.8 million for the year ended December 31, 2018 and 2017, respectively, and zero in 2016. Long-lived assets of foreign operations totaled $407.5 million and $163.3 million as of December 31, 2018 and 2017, respectively. These foreign operations were acquired in connection with the Advance Medical and Best Doctors’ acquisitions in May 2018 and July 2017, respectively. Revenue Recognition The Company generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, Members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical service and other specialty visit. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s Clients and Members have access to and obtain control of the telehealth service. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and includes a variable transaction price as the number of Members may vary from period to period. Based on historical experience, the Company estimates this amount which is recorded as a component of revenue. Cost of Revenue Cost of revenue primarily consists of fees paid to the physicians and other health professionals (“Providers”), costs incurred in connection with the Company’s provider network operations center activities, which include employee‑related expenses (including salaries and benefits) as well as costs related to medical records, magnetic resonance imaging, medical lab tests, translation, postage and 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. The Company’s cash and cash equivalents as of December 31, 2018 also include approximately $1.4 million of cash specific for deposits on certain of its facilities. Short-Term Investments The Company holds short-term investments 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 income (loss). Realized gains or losses are recognized in the consolidated statements of operations upon disposition of the securities. As of December 31, 2018, there were no short-term investments that had been in a continuous loss position for more than 12 months. The Company does not intend to sell the investment and it is not more likely than not that the Company will be required to sell the investment before recovery of their amortized cost bases. 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, 2018, 2017 and 2016 were less than $0.1 million and were recognized in the Company’s consolidated statements of operations. 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 collection history and age of each outstanding invoice 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 while improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. 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 goodwill impairment test involves an optional qualitative assessment that the Company has determined not to utilize and as well as 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 20 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. Trademarks are amortized over 3 to 15 years using the straight-line method. Patents 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. There were no impairment losses in 2018, 2017 or 2016. Stock‑Based Compensation Stock‑based compensation for stock options and restricted stock units 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. Foreign Currency The functional currency for each of our foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the weighted average exchange rate during the period. Cumulative translation gains or losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss) . For the year ended December 31, 2018, realized foreign exchange gain was $0.1 million and was recognized in the Company’s consolidated statement of operations. For the year ended December 31, 2017, realized foreign exchange loss was $0.1 million and was recognized in the Company’s consolidated statement of operations. There was no realized foreign exchange gains or losses in 2016. 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 expense, net in the consolidated statements of operations. The Tax Cuts and Jobs Act, was enacted on December 22, 2017. Authoritative accounting guidance requires companies to recognize the effect of tax law changes in the period of enactment. Certain key aspects of the new law were effective January 1, 2018 and other key aspects had an immediate accounting effect for the year ended December 31, 2017. Refer to Note 15. Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on short-term investments and cumulative translation gains or losses. 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 outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. 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 and media advertising and related employees’ costs and are expensed as incurred. For the years ended December 31, 2018, 2017 and 2016, advertising expenses were $70.6 million, $45.1 million and $29.5 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, short-term investments and accounts receivable. Although the Company deposits its cash with multiple financial institutions in U.S. and in foreign countries, its deposits, at times, may exceed federally insured limits. The Company’s short-term investments are comprised of a portfolio of diverse high credit rating instruments with maturity durations of one year or less. Revenue from Client operations located in the United States for the year ended December 31, 2018 and 2017 were $342.7 million and $214.5 million, respectively. Revenue from Client operations located outside the United States for the year ended December 31, 2018 and 2017 were $75.2 million and $18.8 million, respectively. During the year ended December 31, 2016, substantially all of the Company’s revenue was generated by Client operations located in the United States. 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. Recently Issued and Adopted Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation , which currently only includes share-based payments to employees , to include share-based payments issued to nonemployees for goods or services and the accounting is substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. This standard is effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted as long as ASU No. 2014-09 has been adopted by the Company. The Company has elected to early adopt this standard as of July 1, 2018 and t he adoption of ASU No. 2018-07 had no impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 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 assessing the population for the new standard and evaluating the impact of the adoption of this standard on the consolidated financial statements. The Company anticipates the most significant impact will be from the recognition of right of use assets and lease liabilities for operating leases on the consolidated balance sheets of approximately $28 million to $32 million and does not expect a material impact to the consolidated statements of operations or consolidated statements of cash flows . In January 2017, the FASB issued ASU 2017-04, Goodwill Simplifications (Topic 350). ASU 2017-04 simplifies the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test as currently prescribed in the U.S. generally accepted accounting principle. This ASU is the result of the FASB project focused on simplifications to accounting for goodwill. The new guidance will be effective for the Company starting in the first quarter of fiscal 2020. 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.

Revenue

Revenue	12 Months Ended
	Dec. 31, 2018
Revenue
Revenue	Note 3. Revenue The Company generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, Members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical service and other specialty visit. The Company’s agreements generally have a term of one year. The majority of Clients renew their contracts following their first year of services. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s Clients and Members have access to and obtain control of the telehealth service. The Company generally bills for the telehealth services on a monthly basis with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and includes a variable transaction price as the number of Members may vary from period to period. Based on historical experience, the Company estimates this amount. Subscription access revenue accounted for approximately 84%, 85% and 82% of our total revenue for the years ended December 31, 2018, 2017 and 2016, respectively. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2018 2017 2016 Subscription Access Fees: U.S. $ 277,091 $ 179,184 $ 100,451 International 73,693 18,338 — Visit Fee Revenue: U.S. Paid Visits 53,074 35,294 22,706 U.S. Visit Fee Only 12,508 — — International Paid Visits 1,541 463 — Total Revenues $ 417,907 $ 233,279 $ 123,157 As of December 31, 2018, accounts receivable, net of allowance for doubtful accounts, were $43.6 million. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information and other currently available evidence. For certain services, payment is required for future months before the service is delivered to the Member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. The net increase of $3.6 million in the deferred revenue balance for the year ended December 31, 2018 is primarily driven by the acquisition of Advance Medical and cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenue recognized that were included in the deferred revenue balance at the beginning of the period. The Company anticipates that it will satisfy most of its performance obligation associated with the deferred revenue within the prospective fiscal year. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, the Company’s direct-to-consumer behavioral health service provides for member refunds. Based on historical experience, the Company estimates the expected amount of refunds to be issued which are recorded as a reduction of revenue. The Company issued refunds of approximately $2.7 million for the year ended December 31, 2018. 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 records, as a reduction to revenue, an estimate of the amount that will be due at the end of the respective client’s contractual period. For the year ended December 31, 2018, revenue recognized from performance obligations related to prior periods for the aforementioned changes in transaction price or client performance guarantees, were not material. The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since substantially all of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations.

Lease Abandonment

Lease Abandonment	12 Months Ended
	Dec. 31, 2018
Lease Abandonment.
Lease Abandonment	Note 4. Lease Abandonment In connection with the Company’s abandonment of a facility in Boston, Massachusetts, the Company incurred $1.2 million in lease abandonment charges during the year ended December 31, 2018, which is included within acquisition and integration related costs in the consolidated statement of operations. The following table details the associated liability. The current portion of the liability of $0.1 million was recorded in accrued expenses and other current liabilities and the non-current portion of the liability of $0.4 million was recorded in other liabilities in the consolidated balance sheet (in thousands): Balance January 1, 2018 $ — Charged to expense 1,213 Paid or settled (743) Balance December 31, 2018 $ 470

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2018
Fair Value Measurements
Fair Value Measurements	Note 5. 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, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 419,464 $ 4,525 $ — $ 423,989 Short-term investments $ — $ 54,545 $ — $ 54,545 December 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 39,051 $ 3,766 $ — $ 42,817 Short-term investments $ — $ 79,489 $ — $ 79,489 Contingent liability (included in accrued expenses and other current liabilities and other liabilities) $ — $ — $ 666 $ 666 There were no transfers between fair value measurement levels during the years ended December 31, 2018 and 2017. 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, 2017 $ 666 Payments (744) Change in fair value 78 Fair value at December 31, 2018 $ —

Business Acquisitions

Business Acquisitions	12 Months Ended
	Dec. 31, 2018
Business Acquisitions
Business Acquisitions	Note 6. Business Acquisitions On May 31, 2018, the Company completed the acquisition of Advance Medical through a merger in which Advance Medical became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $351.7 million, which was comprised of 1,344,387 shares of Teladoc’s common stock valued at $68.6 million on May 31, 2018, and $283.1 million of net cash. Advance Medical is a leading global virtual healthcare provider offering a portfolio of virtual healthcare and expert medical service solutions. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $5.8 million and included transaction costs for investment bankers and other professional fees. The Company recorded $45.2 million of revenue and $2.7 million of net loss from Advance Medical for the period from May 31, 2018 (date of acquisition) through December 31, 2018. On July 14, 2017, the Company completed the acquisition of Best Doctors in which Best Doctors became a wholly-owned subsidiary of the Company. The aggregate consideration paid was $445.5 million, net of cash acquired of $13.7 million, which was comprised of 1,855,078 shares of Teladoc Health’s common stock valued at $66.2 million on July 14, 2017, and $379.3 million of cash. Best Doctors provides technology innovations and services to help employers, health plans and provider organizations to ensure that their Members combat medical uncertainty with access to the best medical minds. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total costs related to the acquisition were $9.1 million. On July 1, 2016, the Company completed the acquisition of HealthiestYou in which HealthiestYou became a wholly-owned subsidiary of the Company. The aggregate consideration paid was $145.3 million, net of cash acquired of $6.2 million, which was comprised of 6,955,796 shares of Teladoc Health’s common stock valued at $108.3 million on July 1, 2016, and $37.0 million of cash. HealthiestYou is a leading telehealth consumer engagement technology provider for the small to mid-sized employer market. 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 costs related to the acquisition were $6.9 million. 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 preliminary fair value estimates of the assets acquired and liabilities assumed in 2018 and 2017 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 with significant estimates such as revenue projections. Identifiable assets acquired and liabilities assumed (in thousands): Advance Medical BestDoctors Purchase price, net of cash acquired $ 351,694 $ 445,535 Less: Accounts receivable 8,553 11,205 Property and equipment, net 1,326 2,650 Other assets 3,675 2,483 Client relationships 100,760 112,810 Non-compete agreements 1,540 — Internal-use software 770 8,480 Trademarks 16,190 24,920 Favorable leases 203 — Accounts payable (361) (393) Deferred taxes (22,714) (11,800) Other liabilities (8,368) (12,337) Goodwill $ 250,120 $ 307,517 The amount allocated to goodwill reflects the benefits Teladoc Health 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, 2018 and 2017 below have been prepared as if Advance Medical and Best Doctors had been purchased on January 1, 2017. Unaudited Pro Forma Year Ended December 31, (in thousands) 2018 2017 Revenue $ 447,573 $ 347,812 Net loss $ (94,314) $ (116,697) 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, 2018
Property and Equipment, Net
Property and Equipment, Net	Note 7. Property and Equipment, Net Property and equipment, net, consist of the following (in thousands): As of December 31, 2018 2017 Computer equipment $ 13,237 $ 9,506 Furniture and equipment 3,041 1,555 Leasehold improvement 6,034 5,795 Construction in progress 119 131 Total 22,431 16,987 Accumulated depreciation (12,283) (8,024) Property and equipment, net $ 10,148 $ 8,963 Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $4.1 million, $3.8 million and $2.2 million, respectively.

Intangible Assets, Net

Intangible Assets, Net	12 Months Ended
	Dec. 31, 2018
Intangible Assets, Net
Intangible Assets, Net	Note 8. 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, 2018 Client relationships 2 to 20 years $ 233,007 $ (35,453) $ 197,554 13.7 Non-compete agreements 1.5 to 5 years 4,992 (3,741) 1,251 2.4 Trademarks 3 to 15 years 41,815 (4,137) 37,678 13.9 Patents 3 years 200 (139) 61 0.9 Internal-use software and others 3 to 5 years 25,644 (14,794) 10,850 2.0 Intangible assets, net $ 305,658 $ (58,264) $ 247,394 13.2 December 31, 2017 Client relationships 2 to 10 years $ 136,362 $ (14,711) $ 121,651 9.3 Non-compete agreements 1.5 to 5 years 3,480 (3,143) 337 0.8 Trademarks 3 to 15 years 26,454 (1,502) 24,952 14.2 Patents 3 years 200 (72) 128 1.9 Internal-use software 2 to 5 years 20,312 (7,569) 12,743 1.7 Intangible assets, net $ 186,808 $ (26,997) $ 159,811 9.4 Amortization expense for intangible assets was $31.5 million, $15.3 million and $6.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2018 is as follows (in thousands): Years Ending December 31, 2019 $ 34,236 2020 30,968 2021 27,756 2022 23,394 2023 and thereafter 131,040 $ 247,394

Goodwill

Goodwill	12 Months Ended
	Dec. 31, 2018
Goodwill
Goodwill	Note 9. Goodwill Goodwill consists of the following (in thousands): As of December 31, As of December 31, 2018 2017 Beginning balance $ 498,520 $ 188,184 Additions associated with acquisitions 250,120 307,517 Cumulative translation adjustment (11,443) 2,819 Goodwill $ 737,197 $ 498,520

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	12 Months Ended
	Dec. 31, 2018
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, As of December 31, 2018 2017 Professional fees $ 1,264 $ 1,325 Consulting fees/provider fees 6,569 4,028 Client performance guarantees 2,910 2,617 Legal fees 1,073 759 Interest payable 883 367 Income tax payable 2,610 720 Lease abandonment obligation - current 53 — Marketing 644 524 Earnout and compensation — 722 Printing and postage — 302 Deferred revenue 7,650 4,111 Other 3,145 3,882 Total $ 26,801 $ 19,357

Revolving Credit Facility

Revolving Credit Facility	12 Months Ended
	Dec. 31, 2018
Revolving Credit Facility
Revolving Credit Facility	Note 11. Revolving Credit Facility On July 14, 2017 and concurrent with the consummation of the Best Doctors acquisition, the Company entered into a $175.0 million Senior Secured Term Loan Facility (the “New Term Loan Facility”) and a $10.0 million Senior Secured Revolving Credit Facility (the “New Revolving Credit Facility”). The New Term Loan Facility was used to fund the purchase of Best Doctors and the New Revolving Credit Facility is available for working capital and other general corporate purposes. In December 2017, the Company used the proceeds from the December Offering and cash on hand and repaid all the outstanding amounts under the $175.0 million New Term Loan Facility. The Company has maintained the New Revolving Credit Facility and, there was no amount outstanding as of December 31, 2018 and 2017. The Company utilized $2.2 million for facility security deposits at December 31, 2018. The Company was in compliance with all debt covenants at December 31, 2018 and 2017.

Convertible Senior Notes

Convertible Senior Notes	12 Months Ended
	Dec. 31, 2018
Convertible Senior Notes
Convertible Senior Notes	Note 12. Convertible Senior Notes Convertible Senior Notes Due 2025 On May 8, 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025. The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million. The 2025 Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to the Company’s liabilities that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Holders may convert all or any portion of their 2025 Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding November 15, 2024 only under the following circumstances: · during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; · during the five-business day period after any ten consecutive trading day period in which the trading price was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; · upon the occurrence of specified corporate events described under the 2025 Notes Indenture; or · if the Company calls the 2025 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date. On or after November 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 Notes, regardless of the foregoing circumstances. The conversion rate for the 2025 Notes was initially, and remains, 18.6621 shares of the Company’s common stock per $1,000 principal amount of the 2025 Notes, which is equivalent to an initial conversion price of approximately $53.58 per share of the Company’s common stock. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 trading day observation period. The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after May 22, 2022 if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2025 Note for redemption on or after May 22, 2022 will constitute a make-whole fundamental change with respect to that 2025 Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the 2025 Notes Indenture. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense from the issuance date to November 15, 2024 (the first date on which the Company may be required to repurchase the 2025 Notes at the option of the holder). The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2025 Notes was $91.4 million, net of issuance costs which was recorded in additional paid-in capital on the accompanying consolidated balance sheet. In accounting for the transaction costs related to the issuance of the 2025 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2025 Notes based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the seven-year term of the 2025 Notes, and transaction costs attributable to the equity component are netted with the equity component in stockholders’ equity. The 2025 Notes consist of the following (in thousands): As of December 31, Liability component 2018 Principal $ 287,500 Less: Debt discount, net (1) (92,913) Net carrying amount $ 194,587 (1) Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2025 Notes using the effective interest rate method. The fair value of the 2025 Notes was approximately $338.9 million as of December 31, 2018. The Company estimates the fair value of its 2025 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2025 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 5, “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2018, the remaining contractual life of the 2025 Notes is approximately 6.4 years. The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): Year Ended December 31, 2018 Contractual interest expense $ 2,578 Amortization of debt discount 6,831 Total $ 9,409 Effective interest rate of the liability component 7.9 % Convertible Senior Notes Due 2022 On June 27, 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”). The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each year. The 2022 Notes will mature on December 15, 2022. The net proceeds to the Company from the offering were $263.7 million after deducting offering costs of approximately $11.3 million. The 2022 Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to the Company’s liabilities that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Holders may convert all or any portion of their 2022 Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding June 15, 2022 only under the following circumstances: · during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; · during the five-business day period after any ten consecutive trading day period in which the trading price was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; · upon the occurrence of specified corporate events described under the 2022 Notes Indenture; or · if the Company calls the 2022 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date. On or after June 15, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes, regardless of the foregoing circumstances. The conversion rate for the 2022 Notes was initially, and remains, 22.7247 shares of the Company’s common stock per $1,000 principal amount of the 2022 Notes, which is equivalent to an initial conversion price of approximately $44.00 per share of the Company’s common stock. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 trading day observation period. The Company may redeem for cash all or any portion of the 2022 Notes, at its option, on or after December 22, 2020 if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2022 Note for redemption on or after December 22, 2020 will constitute a make-whole fundamental change with respect to that 2022 Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the 2022 Notes Indenture. In accounting for the issuance of the 2022 Notes, the Company separated the 2022 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2022 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense from the issuance date to June 15, 2022 (the first date on which the Company may be required to repurchase the 2022 Notes at the option of the holder). The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2022 Notes was $62.4 million, net of issuance costs which was recorded in additional paid-in capital on the accompanying consolidated balance sheet. In accounting for the transaction costs related to the issuance of the 2022 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2022 Notes based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the five and a half year term of the 2022 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. The 2022 Notes consist of the following (in thousands): As of December 31, As of December 31, Liability component 2018 2017 Principal $ 275,000 $ 275,000 Less: Debt discount, net (2) (54,904) (67,630) Net carrying amount $ 220,096 $ 207,370 (2) Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2022 Notes using the effective interest rate method. The fair value of the 2022 Notes was approximately $378.1 million as of December 31, 2018. The Company estimates the fair value of its 2022 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2022 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 5, “Fair Value Measurements,” for definitions of hierarchy levels. As of December 31, 2018, the remaining contractual life of the 2022 Notes is approximately 4.0 years. The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Year Ended December 31, 2018 Contractual interest expense $ 8,250 Amortization of debt discount 12,726 Total $ 20,976 Effective interest rate of the liability component 10.0 %

Leases and Contractual Obligati

Leases and Contractual Obligations	12 Months Ended
	Dec. 31, 2018
Leases and Contractual Obligations
Leases and Contractual Obligations	Note 13. Leases and Contractual Obligations Operating Leases The Company leases office space under non‑cancelable operating leases in the United States and various international locations. As of December 31, 2018, the future minimum lease payments under non‑cancelable operating leases are as follows (in thousands): Operating Leases 2019 $ 8,071 2020 6,191 2021 5,426 2022 4,901 2023 and thereafter 10,993 $ 35,582 The future minimum lease payments primarily 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. Rent expense for the years ended December 31, 2018, 2017 and 2016 was $6.2 million, $3.8 million and $1.8 million, respectively. Letter of Credit The Company has $2.2 million letter of credits outstanding relating to its leased office space at December 31, 2018.

Common Stock and Stockholders'

Common Stock and Stockholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 2018
Common Stock and Stockholders'Equity (Deficit)
Common Stock and Stockholders' Equity	Note 14. Common Stock and Stockholders’ Equity (Deficit) Capitalization Effective May 31, 2018, the authorized number of shares of the Company’s common stock was increased from 100,000,000 to 150,000,000 shares. On July 26, 2018, Teladoc Health closed on its July Offering in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.9 million after deducting offering expenses of $0.5 million. On December 4, 2017, Teladoc Health closed on its December Offering in which the Company issued and sold 4,096,600 shares of common stock 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 Health closed on its January Offering in which the Company issued and sold 7,887,500 shares of common stock 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. Warrants 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. On January 31, 2017, the Company issued an aggregate of 138,903 shares of common stock resulting from an SVB affiliate’s cashless exercise of the remaining 399,347 of these warrants at an exercise price of $13.50 per share. The Company has no warrants outstanding as of December 31, 2018 and 2017. 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. 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 date of award. The Company had 2,298,314 shares available for grant at December 31, 2018. Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2017 8,393,888 $ 17.56 8.36 $ 145,810 Stock option grants 1,332,311 $ 43.63 — $ — Stock options exercised (2,249,097) $ 13.94 — $ — Stock options forfeited (527,205) $ 25.33 — $ — Stock options expired (2,100) $ 0.80 — $ — Balance at December 31, 2018 6,947,797 $ 23.15 7.86 $ 186,770 Vested or expected to vest at December 31, 2018 6,947,797 $ 23.15 7.86 $ 186,770 Exercisable at December 31, 2018 2,860,137 $ 15.74 7.14 $ 96,761 The total grant‑date fair value of stock options granted during the year ended December 31, 2018, 2017 and 2016 was $27.0 million, $73.8 million and $25.9 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 on a straight-line basis in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four‑year vesting period for each award). The Company estimates the fair value of stock options granted using the Black‑Scholes option‑pricing model. The Company estimates the fair value of stock options granted using the Black‑Scholes option‑pricing model. 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. Prior to 2017, the Company used historical data to estimate pre‑ vesting option forfeitures and record stock‑based compensation expense only for those awards that are expected to vest. On January 1, 2017, the Company adopted ASU 2016-09 and elected to account for stock option forfeitures as they occur which resulted in a cumulative effect adjustment of $0.1 million recorded to accumulated deficit and additional paid-in capital. 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: Year Ended December 31, 2018 2017 Volatility 43.4% – 46.1% 44.8% – 47.7% Expected life (in years) 6.0 6.0 Risk-free interest rate 2.45% - 3.03% 1.81% - 2.30% Dividend yield – – Weighted-average fair value of underlying stock options $ 20.26 $ 12.14 For the year ended December 31, 2018, 2017 and 2016, the Company recorded compensation expense related to stock options granted of $24.6 million and $17.6 million and $7.4 million, respectively. As of December 31, 2018, the Company had $48.2 million in unrecognized compensation cost related to non vested stock options, which is expected to be recognized over a weighted average period of approximately 2.4 years. Restricted Stock Units In May 2017, the Company commenced issuing Restricted Stock Units (“RSU’s”), pursuant to the Plan to certain 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. The Company records 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 four years and one year, respectively. Activity under the RSU’s is as follows: Weighted-Average Grant Date Shares Fair Value Per Share Balance at December 31, 2017 633,115 $ 33.84 Granted 1,246,126 $ 42.38 Vested and issued (304,908) $ 34.41 Forfeited (164,885) $ 40.29 Balance at December 31, 2018 1,409,448 $ 40.51 Vested and unissued at December 31, 2018 72,375 $ 35.43 Non-vested at December 31, 2018 1,390,040 $ 40.54 The total grant‑date fair value of RSU’s granted for the year ended December 31, 2018 was $52.8 million. For the year ended December 31, 2018 and 2017, the Company recorded stock-based compensation expense related to the RSU’s of $18.2 million and $12.4 million, respectively. There was no charge for the year ended December 31, 2016. As of December 31, 2018, the Company had $39.0 million in unrecognized compensation cost related to non‑vested RSU’s, which is expected to be recognized over a weighted‑average period of approximately 2.1 years. 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 645,258 shares of common stock were reserved for issuance under this plan as of December 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 2018 and 2017, the Company issued 85,218 shares and 127,510 shares, respectively, under the ESPP. As of December 31, 2018, 432,530 shares remained available for issuance. For the year ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation expense related to the ESPP of $1.0 million, $0.6 million and $0.4 million, respectively, based on offerings made under the plan to-date. As of December 31, 2018, the Company had $0.5 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted‑average period of approximately 0.4 years. Total compensation costs 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): Year Ended December 31, 2018 2017 2016 Administrative and marketing $ 2,091 $ 4,584 $ 514 Sales 7,638 3,503 1,365 Technology and development 6,000 2,919 1,322 General and administrative 28,040 19,591 4,522 Total stock-based compensation expense $ 43,769 $ 30,597 $ 7,723

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Taxes
Income Taxes	Note 15. Income Taxes The Company follows the provisions of the accounting guidance on accounting for income taxes which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. For financial reporting purposes, income (loss) before income taxes for the years ended December 31, 2018, 2017 and 2016 include the following components (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (91,142) $ (107,703) $ (73,706) International (5,824) 696 — Total $ (96,966) $ (107,007) $ (73,706) The provision (benefit) for income taxes is comprised of the following components (in thousands): Year Ended December 31, 2018 2017 2016 Current federal $ — $ 9 $ — Current state 6 — — Current foreign 2,011 357 — Total current 2,017 366 — Deferred federal (499) (273) 574 Deferred state 416 122 (64) Deferred foreign (1,816) (440) — Total deferred (1,899) (591) 510 Total provision / (benefit) $ 118 $ (225) $ 510 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Tax at federal statutory rate 21.0 % 35.0 % 35.0 % State and local tax 4.8 % 2.5 % 1.5 % Mandatory repatriation net of dividends — % (3.2) % — % Acquisition expenses (1.3) % — % — % Non-deductible stock compensation 16.5 % 6.6 % (1.7) % Non-deductible expenses (0.3) % (0.2) % (0.5) % Foreign tax credit — % 1.2 % — % Change in deferred taxes due to tax legislation — % (34.5) % — % Change in valuation allowance due to tax legislation — % 35.3 % — % Change in valuation allowance (41.5) % (43.1) % (35.1) % Other 0.7 % 0.6 % 0.1 % Income tax provision (0.1) % 0.2 % (0.7) % The Company’s deferred tax assets and liabilities consist of the following (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 136,384 $ 95,384 Accrued expenses and compensation 782 1,174 Uncertain tax positions, including interest 312 297 Stock-based compensation 9,175 5,828 Foreign tax credits 7,135 7,135 Depreciation of property and equipment — 426 Interest expense carryforward 1,274 — Other 73 36 Deferred tax assets 155,135 110,280 Valuation allowance (93,572) (73,786) Net deferred tax assets 61,563 36,494 Deferred tax liabilities: Debt related (31,986) (13,773) Depreciation of property and equipment (2,342) — Intangible assets (59,679) (35,627) Deferred tax liabilities (94,007) (49,400) Net deferred tax liabilities $ (32,444) $ (12,906) As of December 31, 2018, the Company has a valuation allowance of approximately $93.6 million against most of the domestic net deferred tax assets, for which realization cannot be considered more likely than not at this time. The net deferred tax liability is the result of indefinite lived assets related to amortization of U.S. tax deductible goodwill along with foreign operation timing differences. The increase in the valuation allowance of $19.8 million is due to the current year domestic loss, the acquisition of and current year foreign losses in certain Advance Medical entities, and the creation of the interest expense carryforward, offset by a portion of infinite lived domestic net operating losses that can be benefited due to the indefinite lived assets. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. The Company remains in a significant cumulative loss position as of December 31, 2018 and, as a result, management believes a full valuation allowance against all domestic net deferred tax assets and certain foreign net deferred tax assets, except those that will be realized by the reversal of certain deferred tax liabilities. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s Consolidated Statements of Operations, the effect of which would be an increase in reported net income. The amount of any such tax benefit associated with release of our valuation allowance in a particular reporting period may be material. H.R. 1, commonly referred to as the Tax Cuts and Jobs Act, was enacted on December 22, 2017. The Tax Act included significant changes to the Internal Revenue Code of 1986, as amended, including amendments which significantly change the taxation of business entities. ASC 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment. The Company recognized the impact of the reduction in the U.S. statutory rate from 35% to 21% at December 31, 2017 as well as the impact of the mandatory repatriation, which was fully offset with a change in net operating loss and valuation allowance. Given the significance of the legislation, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (SAB 118), which clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provided for up to a one-year period in which to complete the required analyses and accounting. The Company finalized the impacts of the Tax Cuts and Jobs Act during the filing of the domestic tax return in the fourth quarter of 2018 and it did not have a material impact to the consolidated financial statements. In accordance with the Tax Cuts and Jobs Act, the Company reduced the current U.S. statutory tax rate from 35 percent to 21 percent on January 1, 2018. The Company also limited its interest deduction in accordance with the changes to IRC Section 163(j), which expands the limitation on the deductibility of interest expense, resulting in the creation of an interest expense carryforward of $5.2 million which can be carried forward indefinitely and is offset with a valuation allowance. The Company assessed the Global Intangible Low-Taxed Income, and although not material, the Company is accounting for it as a current period cost. The Company is not subject to the Base Erosion and Anti-Abuse Tax. As of December 31, 2018, the Company has approximately $540.8 million of federal net operating loss carryforwards and $252.4 million of state net operating loss carryforwards, and $27.3 million of foreign net operating loss carryforwards. The federal net operating loss carryforwards created in the year ended December 31, 2018 of $129.4 million carry forward infinitely, while the remaining federal net operating loss carryforwards of $411.4 million begin to expire in 2020. The state net operating loss carryforwards begin to expire in 2019, and the foreign net operating loss carryforwards begin to expire in 2021. As of December 31, 2018, the Company has approximately $7.1 million of foreign tax credits, which begin to expire in 2022. Utilization of the net operating loss carryforwards and foreign tax credits may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986, or Section 382, as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance on January 1, 2018 $ 2,920 Additions based on Prior Year Tax Positions (13) Balance on December 31, 2018 $ 2,907 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 files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions in the United States and other countries, where applicable. There are currently no pending tax examinations. The Company thus is still open under the U.S. statute from 2015 to the present and as early as 2015 to the present for foreign jurisdictions. Earlier years may be examined to the extent that loss carryforwards are used in future periods. There are no tax matters under discussion with taxing authorities that are expected to have a material effect on the Company's consolidated financial statements. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest expense, net in the consolidated statements of operations. The Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated, aside from undistributed earnings of $3.9 million for the Company’s foreign subsidiaries that are intended to be indefinitely reinvested in operations outside the U.S. as of December 31, 2018. The amount of any unrecognized deferred tax liability on these undistributed earnings would be immaterial.

Sale of Assets

Sale of Assets	12 Months Ended
	Dec. 31, 2018
Sale of Assets
Sale of Assets	Note 16. Sale of Assets On June 29, 2018, the Company completed the sale of certain assets, primarily client contracts for services provided in the workers compensation field for total consideration of $5.5 million. The Company recorded a gain on this sale of $5.5 million which is included in the consolidated statements of operations for the year ended December 31, 2018.

Net Loss per Share

Net Loss per Share	12 Months Ended
	Dec. 31, 2018
Net Loss per Share
Net Loss per Share	Note 17. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted‑average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti‑dilutive. The Company has 6.9 million outstanding stock options, 1.4 million outstanding restricted stock units and 0.1 million issuable shares of common stock associated with the ESPP. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2018 2017 2016 Net loss $ (97,084) $ (106,782) $ (74,216) Weighted-average shares used to compute basic and diluted net loss per share 65,845 55,427 42,331 Net loss per share, basic and diluted $ (1.47) $ (1.93) $ (1.75)

Quarterly Statement of Operatio

Quarterly Statement of Operations	12 Months Ended
	Dec. 31, 2018
Quarterly Statement of Operations
Quarterly Statement of Operations	Note 18. Quarterly Statement of Operations The following table sets forth our quarterly consolidated statement of operations data for the years ended December 31, 2018 and 2017: (in thousands, except net loss per share data) 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 Revenue $ 42,898 $ 44,591 $ 68,650 $ 77,140 $ 89,644 $ 94,560 $ 110,962 $ 122,741 Cost of revenue 12,139 10,026 16,742 22,716 26,856 27,684 34,167 40,028 Gross profit 30,759 34,565 51,908 54,424 62,788 66,876 76,795 82,713 Operating expenses: Advertising and marketing 12,616 12,278 14,328 18,441 20,325 19,561 21,668 23,555 Sales 7,988 7,324 11,393 11,279 13,783 14,559 16,303 14,509 Technology and development 6,512 7,537 9,964 10,446 12,904 14,348 13,577 13,544 Legal 343 277 105 760 481 108 254 1,023 Regulatory 1,007 987 777 616 564 531 553 467 Acquisition and integration related costs — 2,113 8,526 2,557 1,569 5,800 1,588 1,434 Gain on sale — — — — — (4,070) (1,430) — General and administrative 14,488 15,873 21,938 27,482 24,001 26,140 30,314 36,461 Depreciation and amortization 2,607 2,668 6,418 7,402 8,253 8,046 9,746 9,557 Loss from operations (14,802) (14,492) (21,541) (24,559) (19,092) (18,147) (15,778) (17,837) Amortization of warrants and loss on extinguishment of debt — — 1,457 12,665 — — — — Interest expense, net 702 774 8,202 7,813 4,873 6,910 7,666 6,663 Net loss before taxes (15,504) (15,266) (31,200) (45,037) (23,965) (25,057) (23,444) (24,500) Income tax provision (benefit) 150 149 130 (654) (103) 22 (180) 379 Net loss (15,654) (15,415) (31,330) (44,383) (23,862) (25,079) (23,264) (24,879) GAAP Net Loss per Share $ (0.30) $ (0.28) $ (0.55) $ (0.76) $ (0.39) $ (0.40) $ (0.34) $ (0.35) Weighted Average Common Shares Outstanding Used in Computing GAAP Net Loss per Share - Basic and Diluted 52,193 54,573 56,493 58,371 61,798 62,976 68,248 70,240 Note: The Company acquired Best Doctors on July 14, 2017 and Advance Medical on May 31, 2018. The results of the acquisitions were integrated within the Company’s existing business on the respective acquisition dates.

401(k) Plan

401(k) Plan	12 Months Ended
	Dec. 31, 2018
401(k) Plan
401(k) Plan	Note 19. 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 U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100% of eligible employee’s elective deferral up to 4% of $0.3 million of eligible earnings. The Company made matching contributions to participants’ accounts totaling $2.7 million, $1.7 million and $1.1 million during the years ended December 31, 2018, 2017 and 2016, respectively.

Legal Matters

Legal Matters	12 Months Ended
	Dec. 31, 2018
Legal Matters
Legal Matters	Note 20. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising out of the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on our business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. Teladoc Health’s management does not presently expect any litigation matter to have a material adverse impact on our business, financial condition, results of operations or cash flows. On December 12, 2018, a purported securities class action complaint (Reiner v. Teladoc Health, Inc., et.al.) was filed in the United States District Court for the Southern District of New York against the Company and certain of the Company’s officers and a former officer. The complaint is brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period March 3, 2016 through December 5, 2018. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false or misleading statements and omissions with respect to, among other things, the alleged misconduct of one of the Company’s previous Executive Officers. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. A lead plaintiff has not yet been appointed. The Company believes that the claims against the Company and its officers are without merit, and the Company and its named officers intend to defend the Company vigorously. In light of, among other things, the early stage of the litigation, the Company is unable to predict the outcome of this action and are unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the United States District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (TCPA) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. The Company will vigorously defend the lawsuit and any potential loss is currently deemed to be immaterial.

Schedule II - Valuation and Qua

Schedule II - Valuation and Qualifying Accounts	12 Months Ended
	Dec. 31, 2018
Schedule II - Valuation and Qualifying Accounts
Schedule II - Valuation and Qualifying Accounts	Schedule II—Valuation and Qualifying Accounts Allowance for Doubtful Accounts Receivable (in thousands): Balance at Balance at Beginning End of Period Provision Write-offs Other of Period Fiscal Year Ended December 31, 2018 $ 2,422 $ 2,421 $ (1,441) $ (20) $ 3,382 Fiscal Year Ended December 31, 2017 $ 2,422 $ 1,731 $ (1,920) $ 189 $ 2,422 Fiscal Year Ended December 31, 2016 $ 1,812 $ 2,412 $ (1,802) $ — $ 2,422 Income Taxes Valuation Allowance (in thousands): Balance at Balance at Beginning End of Period Provision Write-offs Other of Period Fiscal Year Ended December 31, 2018 $ 73,786 $ 41,093 $ (1,036) $ (20,271) $ 93,572 Fiscal Year Ended December 31, 2017 $ 71,202 $ 28,207 $ — $ (25,623) $ 73,786 Fiscal Year Ended December 31, 2016 $ 46,477 $ 25,856 $ — $ (1,131) $ 71,202

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
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 Health, two professional associations and sixteen 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 Health. 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 $58.1 million and $(2.5) million, $33.2 million and $(7.0) million and $22.5 million and $(8.6) million for the years ended December 31, 2018, 2017 and 2016, respectively. The VIE’s total assets all of which were current were $9.8 million and $4.5 million at December 31, 2018 and 2017, respectively. Total liabilities all of which were current for the VIE were $44.3 million and $36.5 million at December 31, 2018 and 2017, respectively. The VIE total stockholders’ deficit was $34.5 million and $32.0 million at December 31, 2018 and 2017, respectively. All 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, purchase accounting, 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 earned by foreign operations outside of the United States were $75.2 million and $18.8 million for the year ended December 31, 2018 and 2017, respectively, and zero in 2016. Long-lived assets of foreign operations totaled $407.5 million and $163.3 million as of December 31, 2018 and 2017, respectively. These foreign operations were acquired in connection with the Advance Medical and Best Doctors’ acquisitions in May 2018 and July 2017, respectively.
Revenue Recognition	Revenue Recognition The Company generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, Members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical service and other specialty visit. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s Clients and Members have access to and obtain control of the telehealth service. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and includes a variable transaction price as the number of Members may vary from period to period. Based on historical experience, the Company estimates this amount which is recorded as a component of revenue.
Cost of Revenue	Cost of Revenue Cost of revenue primarily consists of fees paid to the physicians and other health professionals (“Providers”), costs incurred in connection with the Company’s provider network operations center activities, which include employee‑related expenses (including salaries and benefits) as well as costs related to medical records, magnetic resonance imaging, medical lab tests, translation, postage and 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. The Company’s cash and cash equivalents as of December 31, 2018 also include approximately $1.4 million of cash specific for deposits on certain of its facilities.
Short-Term Investments	Short-Term Investments The Company holds short-term investments 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 income (loss). Realized gains or losses are recognized in the consolidated statements of operations upon disposition of the securities. As of December 31, 2018, there were no short-term investments that had been in a continuous loss position for more than 12 months. The Company does not intend to sell the investment and it is not more likely than not that the Company will be required to sell the investment before recovery of their amortized cost bases. 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, 2018, 2017 and 2016 were less than $0.1 million and were recognized in the Company’s consolidated statements of operations.
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 collection history and age of each outstanding invoice 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 while improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.
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 goodwill impairment test involves an optional qualitative assessment that the Company has determined not to utilize and as well as 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 20 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. Trademarks are amortized over 3 to 15 years using the straight-line method. Patents 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. There were no impairment losses in 2018, 2017 or 2016.
Stock-Based Compensation	Stock‑Based Compensation Stock‑based compensation for stock options and restricted stock units 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.
Foreign Currency	Foreign Currency The functional currency for each of our foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the weighted average exchange rate during the period. Cumulative translation gains or losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss) . For the year ended December 31, 2018, realized foreign exchange gain was $0.1 million and was recognized in the Company’s consolidated statement of operations. For the year ended December 31, 2017, realized foreign exchange loss was $0.1 million and was recognized in the Company’s consolidated statement of operations. There was no realized foreign exchange gains or losses in 2016.
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 expense, net in the consolidated statements of operations. The Tax Cuts and Jobs Act, was enacted on December 22, 2017. Authoritative accounting guidance requires companies to recognize the effect of tax law changes in the period of enactment. Certain key aspects of the new law were effective January 1, 2018 and other key aspects had an immediate accounting effect for the year ended December 31, 2017. Refer to Note 15.
Comprehensive Loss	Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on short-term investments and cumulative translation gains or losses. 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 outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
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 and media advertising and related employees’ costs and are expensed as incurred. For the years ended December 31, 2018, 2017 and 2016, advertising expenses were $70.6 million, $45.1 million and $29.5 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, short-term investments and accounts receivable. Although the Company deposits its cash with multiple financial institutions in U.S. and in foreign countries, its deposits, at times, may exceed federally insured limits. The Company’s short-term investments are comprised of a portfolio of diverse high credit rating instruments with maturity durations of one year or less. Revenue from Client operations located in the United States for the year ended December 31, 2018 and 2017 were $342.7 million and $214.5 million, respectively. Revenue from Client operations located outside the United States for the year ended December 31, 2018 and 2017 were $75.2 million and $18.8 million, respectively. During the year ended December 31, 2016, substantially all of the Company’s revenue was generated by Client operations located in the United States.
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.
Recently Issued Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation , which currently only includes share-based payments to employees , to include share-based payments issued to nonemployees for goods or services and the accounting is substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. This standard is effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted as long as ASU No. 2014-09 has been adopted by the Company. The Company has elected to early adopt this standard as of July 1, 2018 and t he adoption of ASU No. 2018-07 had no impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 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 assessing the population for the new standard and evaluating the impact of the adoption of this standard on the consolidated financial statements. The Company anticipates the most significant impact will be from the recognition of right of use assets and lease liabilities for operating leases on the consolidated balance sheets of approximately $28 million to $32 million and does not expect a material impact to the consolidated statements of operations or consolidated statements of cash flows . In January 2017, the FASB issued ASU 2017-04, Goodwill Simplifications (Topic 350). ASU 2017-04 simplifies the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test as currently prescribed in the U.S. generally accepted accounting principle. This ASU is the result of the FASB project focused on simplifications to accounting for goodwill. The new guidance will be effective for the Company starting in the first quarter of fiscal 2020. 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 Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2018
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

Revenue (Tables)

Revenue (Tables)	12 Months Ended
	Dec. 31, 2018
Revenue
Schedule of disaggregation of revenue	The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2018 2017 2016 Subscription Access Fees: U.S. $ 277,091 $ 179,184 $ 100,451 International 73,693 18,338 — Visit Fee Revenue: U.S. Paid Visits 53,074 35,294 22,706 U.S. Visit Fee Only 12,508 — — International Paid Visits 1,541 463 — Total Revenues $ 417,907 $ 233,279 $ 123,157

Lease Abandonment (Tables)

Lease Abandonment (Tables)	12 Months Ended
	Dec. 31, 2018
Lease Abandonment
Schedule of lease abandonment liability	The current portion of the liability of $0.1 million was recorded in accrued expenses and other current liabilities and the non-current portion of the liability of $0.4 million was recorded in other liabilities in the consolidated balance sheet (in thousands): Balance January 1, 2018 $ — Charged to expense 1,213 Paid or settled (743) Balance December 31, 2018 $ 470

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2018
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, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 419,464 $ 4,525 $ — $ 423,989 Short-term investments $ — $ 54,545 $ — $ 54,545 December 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 39,051 $ 3,766 $ — $ 42,817 Short-term investments $ — $ 79,489 $ — $ 79,489 Contingent liability (included in accrued expenses and other current liabilities and other liabilities) $ — $ — $ 666 $ 666
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, 2017 $ 666 Payments (744) Change in fair value 78 Fair value at December 31, 2018 $ —

Business Acquisitions (Tables)

Business Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2018
Business Acquisitions
Summary of identifiable assets acquired and liabilities assumed	Identifiable assets acquired and liabilities assumed (in thousands): Advance Medical BestDoctors Purchase price, net of cash acquired $ 351,694 $ 445,535 Less: Accounts receivable 8,553 11,205 Property and equipment, net 1,326 2,650 Other assets 3,675 2,483 Client relationships 100,760 112,810 Non-compete agreements 1,540 — Internal-use software 770 8,480 Trademarks 16,190 24,920 Favorable leases 203 — Accounts payable (361) (393) Deferred taxes (22,714) (11,800) Other liabilities (8,368) (12,337) Goodwill $ 250,120 $ 307,517
Schedule of unaudited pro forma revenue and net loss	Unaudited Pro Forma Year Ended December 31, (in thousands) 2018 2017 Revenue $ 447,573 $ 347,812 Net loss $ (94,314) $ (116,697)

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2018
Property and Equipment, Net
Summary of property and equipment, net	Property and equipment, net, consist of the following (in thousands): As of December 31, 2018 2017 Computer equipment $ 13,237 $ 9,506 Furniture and equipment 3,041 1,555 Leasehold improvement 6,034 5,795 Construction in progress 119 131 Total 22,431 16,987 Accumulated depreciation (12,283) (8,024) Property and equipment, net $ 10,148 $ 8,963

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2018
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, 2018 Client relationships 2 to 20 years $ 233,007 $ (35,453) $ 197,554 13.7 Non-compete agreements 1.5 to 5 years 4,992 (3,741) 1,251 2.4 Trademarks 3 to 15 years 41,815 (4,137) 37,678 13.9 Patents 3 years 200 (139) 61 0.9 Internal-use software and others 3 to 5 years 25,644 (14,794) 10,850 2.0 Intangible assets, net $ 305,658 $ (58,264) $ 247,394 13.2 December 31, 2017 Client relationships 2 to 10 years $ 136,362 $ (14,711) $ 121,651 9.3 Non-compete agreements 1.5 to 5 years 3,480 (3,143) 337 0.8 Trademarks 3 to 15 years 26,454 (1,502) 24,952 14.2 Patents 3 years 200 (72) 128 1.9 Internal-use software 2 to 5 years 20,312 (7,569) 12,743 1.7 Intangible assets, net $ 186,808 $ (26,997) $ 159,811 9.4
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, 2018 is as follows (in thousands): Years Ending December 31, 2019 $ 34,236 2020 30,968 2021 27,756 2022 23,394 2023 and thereafter 131,040 $ 247,394

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2018
Goodwill
Summary of goodwill	Goodwill consists of the following (in thousands): As of December 31, As of December 31, 2018 2017 Beginning balance $ 498,520 $ 188,184 Additions associated with acquisitions 250,120 307,517 Cumulative translation adjustment (11,443) 2,819 Goodwill $ 737,197 $ 498,520

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	12 Months Ended
	Dec. 31, 2018
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, As of December 31, 2018 2017 Professional fees $ 1,264 $ 1,325 Consulting fees/provider fees 6,569 4,028 Client performance guarantees 2,910 2,617 Legal fees 1,073 759 Interest payable 883 367 Income tax payable 2,610 720 Lease abandonment obligation - current 53 — Marketing 644 524 Earnout and compensation — 722 Printing and postage — 302 Deferred revenue 7,650 4,111 Other 3,145 3,882 Total $ 26,801 $ 19,357

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	12 Months Ended
	Dec. 31, 2018
2025 Notes
Convertible Senior Notes
Summary of the Notes	The 2025 Notes consist of the following (in thousands): As of December 31, Liability component 2018 Principal $ 287,500 Less: Debt discount, net (1) (92,913) Net carrying amount $ 194,587 (1) Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2025 Notes using the effective interest rate method.
Schedule of total interest expense recognized related to the Notes	The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): Year Ended December 31, 2018 Contractual interest expense $ 2,578 Amortization of debt discount 6,831 Total $ 9,409 Effective interest rate of the liability component 7.9 %
2022 Notes
Convertible Senior Notes
Summary of the Notes	The 2022 Notes consist of the following (in thousands): As of December 31, As of December 31, Liability component 2018 2017 Principal $ 275,000 $ 275,000 Less: Debt discount, net (2) (54,904) (67,630) Net carrying amount $ 220,096 $ 207,370 (2) Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2022 Notes using the effective interest rate method.
Schedule of total interest expense recognized related to the Notes	The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Year Ended December 31, 2018 Contractual interest expense $ 8,250 Amortization of debt discount 12,726 Total $ 20,976 Effective interest rate of the liability component 10.0 %

Leases and Contractual Obliga_2

Leases and Contractual Obligations (Tables)	12 Months Ended
	Dec. 31, 2018
Leases and Contractual Obligations
Schedule of the future minimum lease payments under non cancelable operating leases	As of December 31, 2018, the future minimum lease payments under non‑cancelable operating leases are as follows (in thousands): Operating Leases 2019 $ 8,071 2020 6,191 2021 5,426 2022 4,901 2023 and thereafter 10,993 $ 35,582

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2018
Common Stock and Stockholders'Equity (Deficit)
Summary of activity under stock options	Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2017 8,393,888 $ 17.56 8.36 $ 145,810 Stock option grants 1,332,311 $ 43.63 — $ — Stock options exercised (2,249,097) $ 13.94 — $ — Stock options forfeited (527,205) $ 25.33 — $ — Stock options expired (2,100) $ 0.80 — $ — Balance at December 31, 2018 6,947,797 $ 23.15 7.86 $ 186,770 Vested or expected to vest at December 31, 2018 6,947,797 $ 23.15 7.86 $ 186,770 Exercisable at December 31, 2018 2,860,137 $ 15.74 7.14 $ 96,761
Assumptions used for estimate of fair value of options	Year Ended December 31, 2018 2017 Volatility 43.4% – 46.1% 44.8% – 47.7% Expected life (in years) 6.0 6.0 Risk-free interest rate 2.45% - 3.03% 1.81% - 2.30% Dividend yield – – Weighted-average fair value of underlying stock options $ 20.26 $ 12.14
Schedule of activity under the RSU's	Activity under the RSU’s is as follows: Weighted-Average Grant Date Shares Fair Value Per Share Balance at December 31, 2017 633,115 $ 33.84 Granted 1,246,126 $ 42.38 Vested and issued (304,908) $ 34.41 Forfeited (164,885) $ 40.29 Balance at December 31, 2018 1,409,448 $ 40.51 Vested and unissued at December 31, 2018 72,375 $ 35.43 Non-vested at December 31, 2018 1,390,040 $ 40.54
Components of operating expense charged for compensation cost expense	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): Year Ended December 31, 2018 2017 2016 Administrative and marketing $ 2,091 $ 4,584 $ 514 Sales 7,638 3,503 1,365 Technology and development 6,000 2,919 1,322 General and administrative 28,040 19,591 4,522 Total stock-based compensation expense $ 43,769 $ 30,597 $ 7,723

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Taxes
Schedule of components of income (loss) from continuing operations before income taxes	For financial reporting purposes, income (loss) before income taxes for the years ended December 31, 2018, 2017 and 2016 include the following components (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (91,142) $ (107,703) $ (73,706) International (5,824) 696 — Total $ (96,966) $ (107,007) $ (73,706)
Schedule of components of provision (benefit) for income taxes	The provision (benefit) for income taxes is comprised of the following components (in thousands): Year Ended December 31, 2018 2017 2016 Current federal $ — $ 9 $ — Current state 6 — — Current foreign 2,011 357 — Total current 2,017 366 — Deferred federal (499) (273) 574 Deferred state 416 122 (64) Deferred foreign (1,816) (440) — Total deferred (1,899) (591) 510 Total provision / (benefit) $ 118 $ (225) $ 510
Schedule of reconciliation of the statutory federal income tax rate to the effective income tax rate	The sources and tax effects of the differences are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Tax at federal statutory rate 21.0 % 35.0 % 35.0 % State and local tax 4.8 % 2.5 % 1.5 % Mandatory repatriation net of dividends — % (3.2) % — % Acquisition expenses (1.3) % — % — % Non-deductible stock compensation 16.5 % 6.6 % (1.7) % Non-deductible expenses (0.3) % (0.2) % (0.5) % Foreign tax credit — % 1.2 % — % Change in deferred taxes due to tax legislation — % (34.5) % — % Change in valuation allowance due to tax legislation — % 35.3 % — % Change in valuation allowance (41.5) % (43.1) % (35.1) % Other 0.7 % 0.6 % 0.1 % Income tax provision (0.1) % 0.2 % (0.7) %
Schedule of components of deferred tax assets and liabilities	The Company’s deferred tax assets and liabilities consist of the following (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 136,384 $ 95,384 Accrued expenses and compensation 782 1,174 Uncertain tax positions, including interest 312 297 Stock-based compensation 9,175 5,828 Foreign tax credits 7,135 7,135 Depreciation of property and equipment — 426 Interest expense carryforward 1,274 — Other 73 36 Deferred tax assets 155,135 110,280 Valuation allowance (93,572) (73,786) Net deferred tax assets 61,563 36,494 Deferred tax liabilities: Debt related (31,986) (13,773) Depreciation of property and equipment (2,342) — Intangible assets (59,679) (35,627) Deferred tax liabilities (94,007) (49,400) Net deferred tax liabilities $ (32,444) $ (12,906)
Schedule of reconciliation of beginning and ending amount of unrecognized tax benefits	A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance on January 1, 2018 $ 2,920 Additions based on Prior Year Tax Positions (13) Balance on December 31, 2018 $ 2,907

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2018
Net Loss per Share
Schedule of calculation of basic and diluted net loss per share	The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2018 2017 2016 Net loss $ (97,084) $ (106,782) $ (74,216) Weighted-average shares used to compute basic and diluted net loss per share 65,845 55,427 42,331 Net loss per share, basic and diluted $ (1.47) $ (1.93) $ (1.75)

Quarterly Statement of Operat_2

Quarterly Statement of Operations (Tables)	12 Months Ended
	Dec. 31, 2018
Quarterly Statement of Operations
Schedule of quarterly consolidated statement of operations data	(in thousands, except net loss per share data) 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 Revenue $ 42,898 $ 44,591 $ 68,650 $ 77,140 $ 89,644 $ 94,560 $ 110,962 $ 122,741 Cost of revenue 12,139 10,026 16,742 22,716 26,856 27,684 34,167 40,028 Gross profit 30,759 34,565 51,908 54,424 62,788 66,876 76,795 82,713 Operating expenses: Advertising and marketing 12,616 12,278 14,328 18,441 20,325 19,561 21,668 23,555 Sales 7,988 7,324 11,393 11,279 13,783 14,559 16,303 14,509 Technology and development 6,512 7,537 9,964 10,446 12,904 14,348 13,577 13,544 Legal 343 277 105 760 481 108 254 1,023 Regulatory 1,007 987 777 616 564 531 553 467 Acquisition and integration related costs — 2,113 8,526 2,557 1,569 5,800 1,588 1,434 Gain on sale — — — — — (4,070) (1,430) — General and administrative 14,488 15,873 21,938 27,482 24,001 26,140 30,314 36,461 Depreciation and amortization 2,607 2,668 6,418 7,402 8,253 8,046 9,746 9,557 Loss from operations (14,802) (14,492) (21,541) (24,559) (19,092) (18,147) (15,778) (17,837) Amortization of warrants and loss on extinguishment of debt — — 1,457 12,665 — — — — Interest expense, net 702 774 8,202 7,813 4,873 6,910 7,666 6,663 Net loss before taxes (15,504) (15,266) (31,200) (45,037) (23,965) (25,057) (23,444) (24,500) Income tax provision (benefit) 150 149 130 (654) (103) 22 (180) 379 Net loss (15,654) (15,415) (31,330) (44,383) (23,862) (25,079) (23,264) (24,879) GAAP Net Loss per Share $ (0.30) $ (0.28) $ (0.55) $ (0.76) $ (0.39) $ (0.40) $ (0.34) $ (0.35) Weighted Average Common Shares Outstanding Used in Computing GAAP Net Loss per Share - Basic and Diluted 52,193 54,573 56,493 58,371 61,798 62,976 68,248 70,240

Organization and Description _2

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 26, 2018	May 08, 2018	Dec. 04, 2017	Jun. 27, 2017	Jan. 24, 2017	Dec. 31, 2018	Dec. 31, 2017
Convertible Senior Notes
Net proceeds from offering						$ 279,152	$ 263,722
2025 Notes
Convertible Senior Notes
Face amount		$ 287,500				287,500
Interest rate (as a percent)		1.375%
Net proceeds from offering		$ 279,100
Offering costs		$ 8,400
2022 Notes
Convertible Senior Notes
Face amount				$ 275,000		$ 275,000	$ 275,000
Interest rate (as a percent)				3.00%
Net proceeds from offering				$ 263,700
Offering costs				$ 11,300
Follow-On Offering
Follow-On Offering
Issuance of stock (in shares)	5,000,000		4,096,600		7,887,500
Price of stock issued (in dollars per share)	$ 66.28		$ 35		$ 16.75
Proceeds received, net of issuance costs	$ 330,900		$ 134,700		$ 123,900
Offering expenses	$ 500
Underwriting discounts and commissions			8,200		7,600
Other offering expenses			$ 500		$ 600

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - VIE (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018USD ($)item	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs | item	2
Number of professional corporations consolidated as VIEs | item	16
Primary beneficiary
Variable interest entity
Total revenue of VIEs	$ 58.1	$ 33.2	$ 22.5
Net loss of VIEs	(2.5)	(7)	$ (8.6)
Assets of VIEs	9.8	4.5
Liabilities of VIEs	44.3	36.5
Deficit of VIEs	$ 34.5	$ 32

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Information
Revenues	$ 122,741	$ 110,962	$ 94,560	$ 89,644	$ 77,140	$ 68,650	$ 44,591	$ 42,898	$ 417,907	$ 233,279	$ 123,157
Foreign
Segment Information
Revenues									75,200	18,800	$ 0
Long-Lived Assets	$ 407,500				$ 163,300				$ 407,500	$ 163,300

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Cash and Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash specific for deposits on certain facilities	$ 1,400
Short term investments, continuous loss position for more than 12 months	0
Maximum
Realized losses	$ 100	$ 100	$ 100

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - PPE (Details)	12 Months Ended
	Dec. 31, 2018
Computer equipment
Property and Equipment
Useful life	3 years
Furniture and equipment
Property and Equipment
Useful life	5 years

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Intangible assets
Goodwill impairment charges	$ 0	$ 0	$ 0
General and administrative expenses
Intangible assets
Impairment loss	$ 0	$ 0	$ 0
Internal-use software | Minimum
Intangible assets
Useful life	3 years	2 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	20 years	10 years
Non-compete agreements | Minimum
Intangible assets
Useful life	1 year 6 months	1 year 6 months
Non-compete agreements | Maximum
Intangible assets
Useful life	5 years	5 years
Trademarks | Minimum
Intangible assets
Useful life	3 years	3 years
Trademarks | Maximum
Intangible assets
Useful life	15 years	15 years
Patents
Intangible assets
Useful life	3 years	3 years

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - ESPP	1 Months Ended	12 Months Ended
	Jul. 31, 2015	Dec. 31, 2018
Stock-Based Compensation
Maximum offering period	27 months	27 months
Stock purchase price as a percentage of fair value (as a percent)	85.00%	85.00%

Summary of Significant Accou_10

Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Summary of Significant Accounting Policies
Realized foreign exchange loss (gain)	$ (0.1)	$ 0.1	$ 0

Summary of Significant Accou_11

Summary of Significant Accounting Policies - Advertising and Marketing Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Summary of Significant Accounting Policies
Advertising expense	$ 70.6	$ 45.1	$ 29.5

Summary of Significant Accou_12

Summary of Significant Accounting Policies - Concentrations (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Concentrations of Risk and Significant Clients
Revenue	$ 122,741	$ 110,962	$ 94,560	$ 89,644	$ 77,140	$ 68,650	$ 44,591	$ 42,898	$ 417,907	$ 233,279	$ 123,157
United States
Concentrations of Risk and Significant Clients
Revenue									342,700	214,500
Foreign
Concentrations of Risk and Significant Clients
Revenue									$ 75,200	$ 18,800	$ 0

Summary of Significant Accou_13

Summary of Significant Accounting Policies - Accounting Pronouncements (Details) - Scenario Forecast Adjustment - Accounting Standards Update 2016-02 $ in Millions	Jan. 01, 2019USD ($)
Minimum
Recently Issued and Adopted Accounting Pronouncements
Right of use assets	$ 28
Lease liabilities	28
Maximum
Recently Issued and Adopted Accounting Pronouncements
Right of use assets	32
Lease liabilities	$ 32

Revenue - Other Disclosures (De

Revenue - Other Disclosures (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenue
Contract term	1 year
Payment terms	30 days
Product and Service Concentration Risk | Revenue from Contract with Customer | Subscription Access Fees
Revenue
Concentration risk (as a percent)	84.00%	85.00%	82.00%

Revenue - Disaggregation and Ot

Revenue - Disaggregation and Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenue
Total Revenues	$ 417,907
Accounts receivable, net of allowance for doubtful accounts	43,571	$ 27,094
Net increase in deferred revenue	3,600
Member refunds issued relating to Company's direct-to-consumer behavioral health products	2,700
United States | Subscription Access Fees
Revenue
Total Revenues	277,091
United States | Paid Visits
Revenue
Total Revenues	53,074
United States | Visit Fee Only
Revenue
Total Revenues	12,508
Foreign | Subscription Access Fees
Revenue
Total Revenues	73,693
Foreign | Paid Visits
Revenue
Total Revenues	$ 1,541
Before Adoption of ASU 2014-09, Topic 606
Revenue
Total Revenues		233,279	$ 123,157
Before Adoption of ASU 2014-09, Topic 606 | United States | Subscription Access Fees
Revenue
Total Revenues		179,184	100,451
Before Adoption of ASU 2014-09, Topic 606 | United States | Paid Visits
Revenue
Total Revenues		35,294	$ 22,706
Before Adoption of ASU 2014-09, Topic 606 | Foreign | Subscription Access Fees
Revenue
Total Revenues		18,338
Before Adoption of ASU 2014-09, Topic 606 | Foreign | Paid Visits
Revenue
Total Revenues		$ 463

Lease Abandonment (Details)

Lease Abandonment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018USD ($)
Lease Abandonment
Current portion of lease abandonment	$ 53
Charged to expense	1,213
Paid or settled	(743)
Balance at end of year	470
Lease abandonment. | Accrued expenses and other current liabilities
Lease Abandonment
Current portion of lease abandonment	100
Lease abandonment. | Other noncurrent liabilities
Lease Abandonment
Noncurrent restructuring charges	$ 400

Fair Value Measurements - Recur

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Fair Value
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
Cash and cash equivalents	423,989	42,817
Short-term investments	54,545	79,489
Contingent liability		666
Level 1 | Recurring
Fair Value
Cash and cash equivalents	419,464	39,051
Level 2 | Recurring
Fair Value
Cash and cash equivalents	4,525	3,766
Short-term investments	$ 54,545	79,489
Level 3 | Recurring
Fair Value
Contingent liability		$ 666

Fair Value Measurements - Level

Fair Value Measurements - Level 3 (Details) - Contingent Liability $ in Thousands	12 Months Ended
	Dec. 31, 2018USD ($)
Reconciliation of Level 3 liabilities
Fair value at beginning of period	$ 666
Payments	(744)
Change in fair value	$ 78

Business Acquisitions - Transac

Business Acquisitions - Transactions (Details) - USD ($) $ in Millions	May 31, 2018	Jul. 14, 2017	Jul. 01, 2016	Dec. 31, 2018
Advance Medical
Business acquisition
Consideration paid	$ 351.7
Equity consideration (in shares)	1,344,387
Equity consideration	$ 68.6
Cash paid for acquisition	283.1
Transaction costs associated with acquisition	$ 5.8
Revenue of acquiree				$ 45.2
Net loss of acquiree				$ 2.7
Best Doctors
Business acquisition
Consideration paid		$ 445.5
Cash acquired		$ 13.7
Equity consideration (in shares)		1,855,078
Equity consideration		$ 66.2
Cash paid for acquisition		379.3
Transaction costs associated with acquisition		$ 9.1
HealthiestYou
Business acquisition
Consideration paid			$ 145.3
Cash acquired			$ 6.2
Equity consideration (in shares)			6,955,796
Equity consideration			$ 108.3
Cash paid for acquisition			37
Transaction costs associated with acquisition			$ 6.9

Business Acquisitions - Assets

Business Acquisitions - Assets Acquired, Liabilities Assumed, Pro forma (Details) - USD ($) $ in Thousands	May 31, 2018	Jul. 14, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Less:
Goodwill			$ 737,197	$ 498,520	$ 188,184
Pro forma information
Revenue			447,573	347,812
Net loss			$ (94,314)	$ (116,697)
Advance Medical
Identifiable assets acquired and liabilities assumed:
Purchase price, net of cash acquired	$ 351,694
Less:
Accounts receivable	8,553
Property and equipment, net	1,326
Other assets	3,675
Accounts payable	(361)
Deferred taxes	(22,714)
Other liabilities	(8,368)
Goodwill	250,120
Advance Medical | Client relationships
Less:
Finite-lived intangibles	100,760
Advance Medical | Non-compete agreements
Less:
Finite-lived intangibles	1,540
Advance Medical | Internal-use software
Less:
Finite-lived intangibles	770
Advance Medical | Trademarks
Less:
Finite-lived intangibles	16,190
Advance Medical | Favorable leases
Less:
Finite-lived intangibles	$ 203
Best Doctors
Identifiable assets acquired and liabilities assumed:
Purchase price, net of cash acquired		$ 445,535
Less:
Accounts receivable		11,205
Property and equipment, net		2,650
Other assets		2,483
Accounts payable		(393)
Deferred taxes		(11,800)
Other liabilities		(12,337)
Goodwill		307,517
Best Doctors | Client relationships
Less:
Finite-lived intangibles		112,810
Best Doctors | Internal-use software
Less:
Finite-lived intangibles		8,480
Best Doctors | Trademarks
Less:
Finite-lived intangibles		$ 24,920

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Total	$ 22,431	$ 16,987
Accumulated depreciation	(12,283)	(8,024)
Property and equipment, net	10,148	8,963
Depreciation	4,100	3,800	$ 2,200
Computer equipment
Total	13,237	9,506
Furniture and equipment
Total	3,041	1,555
Leasehold improvement
Total	6,034	5,795
Construction in progress
Total	$ 119	$ 131

Intangible Assets, Net - Summar

Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Intangible assets
Gross Value	$ 305,658	$ 186,808
Accumulated Amortization	(58,264)	(26,997)
Net Carrying Value	$ 247,394	$ 159,811
Weighted Average Remaining Useful Life	13 years 2 months 12 days	9 years 4 months 24 days
Amortization expense for intangible assets	$ 31,500	$ 15,300	$ 6,100
Client relationships
Intangible assets
Gross Value	233,007	136,362
Accumulated Amortization	(35,453)	(14,711)
Net Carrying Value	$ 197,554	$ 121,651
Weighted Average Remaining Useful Life	13 years 8 months 12 days	9 years 3 months 18 days
Client relationships | Minimum
Intangible assets
Useful life	2 years	2 years
Client relationships | Maximum
Intangible assets
Useful life	20 years	10 years
Non-compete agreements
Intangible assets
Gross Value	$ 4,992	$ 3,480
Accumulated Amortization	(3,741)	(3,143)
Net Carrying Value	$ 1,251	$ 337
Weighted Average Remaining Useful Life	2 years 4 months 24 days	9 months 18 days
Non-compete agreements | Minimum
Intangible assets
Useful life	1 year 6 months	1 year 6 months
Non-compete agreements | Maximum
Intangible assets
Useful life	5 years	5 years
Trademarks
Intangible assets
Gross Value	$ 41,815	$ 26,454
Accumulated Amortization	(4,137)	(1,502)
Net Carrying Value	$ 37,678	$ 24,952
Weighted Average Remaining Useful Life	13 years 10 months 24 days	14 years 2 months 12 days
Trademarks | Minimum
Intangible assets
Useful life	3 years	3 years
Trademarks | Maximum
Intangible assets
Useful life	15 years	15 years
Patents
Intangible assets
Gross Value	$ 200	$ 200
Accumulated Amortization	(139)	(72)
Net Carrying Value	$ 61	$ 128
Weighted Average Remaining Useful Life	10 months 24 days	1 year 10 months 24 days
Useful life	3 years	3 years
Internal-use software and others
Intangible assets
Gross Value	$ 25,644
Accumulated Amortization	(14,794)
Net Carrying Value	$ 10,850
Weighted Average Remaining Useful Life	2 years
Internal-use software
Intangible assets
Gross Value		$ 20,312
Accumulated Amortization		(7,569)
Net Carrying Value		$ 12,743
Weighted Average Remaining Useful Life		1 year 8 months 12 days
Internal-use software | Minimum
Intangible assets
Useful life	3 years	2 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, 2018	Dec. 31, 2017
Periodic amortization that will be charged to expense over the remaining life of the intangible assets
2,019	$ 34,236
2,020	30,968
2,021	27,756
2,022	23,394
2,023	131,040
Net Carrying Value	$ 247,394	$ 159,811

Goodwill (Details)

Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Goodwill
Beginning balance	$ 498,520	$ 188,184
Additions associated with acquisitions	250,120	307,517
Cumulative translation adjustment	(11,443)	2,819
Goodwill	$ 737,197	$ 498,520

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Accrued Expenses and Other Current Liabilities
Professional fees	$ 1,264	$ 1,325
Consulting fees/provider fees	6,569	4,028
Client performance guarantees	2,910	2,617
Legal fees	1,073	759
Interest payable	883	367
Income tax payable	2,610	720
Lease abandonment obligation - current	53
Marketing	644	524
Earnout and compensation		722
Printing and postage		302
Deferred revenue	7,650	4,111
Other	3,145	3,882
Total	$ 26,801	$ 19,357

Revolving Credit Facility (Deta

Revolving Credit Facility (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2018	Jul. 14, 2017
Revolving Credit Facility
Repayment of debt		$ 226,440	$ 17,166
New Term Loan Facility
Revolving Credit Facility
Maximum borrowings					$ 175,000
Repayment of debt	$ 175,000
New Revolving Credit Facility
Revolving Credit Facility
Maximum borrowings					$ 10,000
Amount outstanding	$ 0	$ 0		$ 0
Amount utilized for facility security deposits				$ 2,200

Convertible Senior Notes - Due

Convertible Senior Notes - Due 2025 - Terms (Details)	May 08, 2018USD ($)D$ / shares	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Convertible Senior Notes
Net proceeds from offering | $		$ 279,152,000	$ 263,722,000
2025 Notes
Convertible Senior Notes
Face amount | $	$ 287,500,000	$ 287,500,000
Interest rate (as a percent)	1.375%
Net proceeds from offering | $	$ 279,100,000
Offering costs | $	8,400,000
Principal multiple amount used in the conversion of the debt instrument | $	$ 1,000
Convertible debt, conversion rate	18.6621
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 53.58
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion | D	25
Convertible debt, equity component | $	$ 91,400,000
Debt term		7 years
2025 Notes | At any time prior to close of business on the business day immediately preceding November 15, 2024
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument | $	$ 1,000
Convertible debt, threshold, trading days | D	20
Convertible debt, threshold, consecutive trading days | D	30
Minimum percentage of common stock price as a percentage of the conversion price	130.00%
Convertible debt, number of business days, measurement period | D	5
Convertible debt, number of consecutive trading days, measurement period | D	10
Trading price expressed as a percentage of the last reported sales price and conversion rate after the specified consecutive trading day period	98.00%
2025 Notes | On or after May 22, 2022
Convertible Senior Notes
Convertible debt, threshold, trading days | D	20
Convertible debt, threshold, consecutive trading days | D	30
Minimum percentage of common stock price as a percentage of the conversion price	130.00%

Convertible Senior Notes - Du_2

Convertible Senior Notes - Due 2025 - Summary (Details) - 2025 Notes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	May 08, 2018
Convertible Senior Notes
Principal	$ 287,500	$ 287,500
Less: Debt discount, net	(92,913)
Net carrying amount	$ 194,587
Remaining contractual life	6 years 4 months 24 days
Interest Expense
Contractual interest expense	$ 2,578
Amortization of debt discount	6,831
Total	$ 9,409
Effective interest rate of the liability component (as a percent)	7.90%
Level 2
Convertible Senior Notes
Fair value	$ 338,900

Convertible Senior Notes - Du_3

Convertible Senior Notes - Due 2022 - Terms (Details)	Jun. 27, 2017USD ($)D$ / shares	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Convertible Senior Notes
Net proceeds from offering | $		$ 279,152,000	$ 263,722,000
2022 Notes
Convertible Senior Notes
Face amount | $	$ 275,000,000	$ 275,000,000	$ 275,000,000
Interest rate (as a percent)	3.00%
Net proceeds from offering | $	$ 263,700,000
Offering costs | $	11,300,000
Principal multiple amount used in the conversion of the debt instrument | $	$ 1,000
Convertible debt, conversion rate	22.7247
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 44
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion | D	25
Debt term	5 years 6 months
Convertible debt, equity component | $	$ 62,400,000
At any time prior to close of business on the business day immediately preceding June 15, 2022 | 2022 Notes
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument | $	$ 1,000
Convertible debt, threshold, trading days | D	20
Convertible debt, threshold, consecutive trading days | D	30
Minimum percentage of common stock price as a percentage of the conversion price	130.00%
Convertible debt, number of business days, measurement period | D	5
Convertible debt, number of consecutive trading days, measurement period | D	10
Trading price expressed as a percentage of the last reported sales price and conversion rate after the specified consecutive trading day period	98.00%
On or after December 22, 2020 | 2022 Notes
Convertible Senior Notes
Convertible debt, threshold, trading days | D	20
Convertible debt, threshold, consecutive trading days | D	30
Minimum percentage of common stock price as a percentage of the conversion price	130.00%

Convertible Senior Notes - Du_4

Convertible Senior Notes - Due 2022 - Summary (Details) - 2022 Notes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Jun. 27, 2017
Convertible Senior Notes
Principal	$ 275,000	$ 275,000	$ 275,000
Less: Debt discount, net	(54,904)	(67,630)
Net carrying amount	$ 220,096	$ 207,370
Remaining contractual life	4 years
Interest Expense
Contractual interest expense	$ 8,250
Amortization of debt discount	12,726
Total	$ 20,976
Effective interest rate of the liability component (as a percent)	10.00%
Level 2
Convertible Senior Notes
Fair value	$ 378,100

Leases and Contractual Obliga_3

Leases and Contractual Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Future minimum lease payments under non cancelable operating leases
2,019	$ 8,071
2,020	6,191
2,021	5,426
2,022	4,901
2,023	10,993
Total	35,582
Rent expense	6,200	$ 3,800	$ 1,800
Letter of credits outstanding related to leased office space	$ 2,200

Common Stock and Stockholders_3

Common Stock and Stockholders' Equity (Deficit) - Capitalization (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 26, 2018	Dec. 04, 2017	Jan. 24, 2017	Dec. 31, 2018	May 31, 2018	May 30, 2018	Dec. 31, 2017
Capitalization
Number of common stock shares authorized				150,000,000	150,000,000	100,000,000	100,000,000
Follow-On Offering
Capitalization
Issuance of stock (in shares)	5,000,000	4,096,600	7,887,500
Price of stock issued (in dollars per share)	$ 66.28	$ 35	$ 16.75
Proceeds received, net of issuance costs	$ 330.9	$ 134.7	$ 123.9
Offering expenses	$ 0.5
Underwriting discounts and commissions		8.2	7.6
Other offering expenses		$ 0.5	$ 0.6

Common Stock and Stockholders_4

Common Stock and Stockholders' Equity (Deficit) - Warrants (Details) $ / shares in Units, $ in Thousands	Jan. 31, 2017$ / sharesshares	Dec. 09, 2016$ / sharesshares	Jul. 31, 2016USD ($)item$ / sharesshares	Dec. 31, 2016USD ($)	Dec. 31, 2018shares	Dec. 31, 2017shares
Warrants
Fair value of warrants issued, resulting in an increase to additional paid in capital | $				$ 7,717
Affiliates of SVB | Common stock warrants
Warrants
Number of warrants issued			798,694
Number of shares that may be exercised from warrants			798,694
Number of shares issued upon exercise of warrants	138,903	107,931
Cashless exercise of warrants (in shares)	399,347	399,347
Exercise price of warrants (in dollars per share) | $ / shares	$ 13.50	$ 13.50	$ 13.50
Number of affiliates of lender granted warrants | item			2
Term of warrants			10 years
Fair value of warrants issued, resulting in an increase to additional paid in capital | $			$ 7,700
Warrants outstanding (in shares)					0	0

Common Stock and Stockholders_5

Common Stock and Stockholders' Equity (Deficit) - Stock Plan and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jan. 01, 2017
Stock-Based Compensation
Vesting period	4 years
Other disclosures
Compensation expense	$ 43,769	$ 30,597	$ 7,723
Maximum
Stock-Based Compensation
Exercisable period (in years)	10 years
Stock options
Stock-Based Compensation
Shares available for grant	2,298,314
Aggregate Intrinsic Value
Grant-date fair value of stock options granted during the period	$ 27,000	$ 73,800	25,900
Fair value assumptions
Volatility, minimum (as a percent)	43.40%	44.80%
Volatility, maximum (as a percent)	46.10%	47.70%
Expected life (in years)	6 years	6 years
Risk-free interest rate, minimum	2.45%	1.81%
Risk-free interest rate, maximum	3.03%	2.30%
Weighted-average fair value of the underlying common stock	$ 20.26	$ 12.14
Other disclosures
Compensation expense	$ 24,600	$ 17,600	$ 7,400
Unrecognized compensation cost	$ 48,200
Period over which unrecognized compensation cost is expected to be recognized	2 years 4 months 24 days
2015 Incentive Award Plan
Number of Shares Outstanding
Balance, beginning of period (in shares)	8,393,888
Stock option grants (in shares)	1,332,311
Stock option exercised (in shares)	(2,249,097)
Stock options forfeited (in shares)	(527,205)
Stock options expired (in shares)	(2,100)
Balance, end of period (in shares)	6,947,797	8,393,888
Vested or expected to vest at end of period (in shares)	6,947,797
Exercisable as of end of period (in shares)	2,860,137
Weighted-Average Exercise Price
Balance, beginning of period (in dollars per share)	$ 17.56
Stock option grants (in dollars per share)	43.63
Stock option exercised (in dollars per share)	13.94
Stock options forfeited (in dollars per share)	25.33
Stock options expired (in dollars per share)	0.80
Balance, end of period (in dollars per share)	23.15	$ 17.56
Vested or expected to vest at end of period (in dollars per share)	23.15
Exercisable as of end of period (in dollars per share)	$ 15.74
Weighted-average remaining contractual life in Years
Weighted-average remaining contractual life (in years)	7 years 10 months 10 days	8 years 4 months 10 days
Vested or expected to vest at end of period (in years)	7 years 10 months 10 days
Exercisable as of end of period (in years)	7 years 1 month 21 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value	$ 186,770	$ 145,810
Vested or expected to vest at end of period	186,770
Exercisable as of end of period	$ 96,761
Accumulated Deficit | Accounting Standards Update 2016-09
Stock-Based Compensation
Cumulative effect adjustment of new accounting principle				$ 100

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity (Deficit) - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Stock-Based Compensation
Vesting period	4 years
Other disclosures
Stock-based compensation	$ 43,769	$ 30,597	$ 7,723
RSU's
Shares
Outstanding at beginning of period (in shares)	633,115
Granted (in shares)	1,246,126
Exercised (in shares)	(304,908)
Forfeited (in shares)	(164,885)
Outstanding at end of period (in shares)	1,409,448	633,115
Vested and unissued (in shares)	72,375
Nonvested (in shares)	1,390,040
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)	$ 33.84
Granted (in dollars per share)	42.38
Exercised (in dollars per share)	34.41
Forfeited (in dollars per share)	40.29
Outstanding at end of period (in dollars per share)	40.51	$ 33.84
Vested and unissued (in dollars per share)	35.43
Non-vested (in dollars per share)	$ 40.54
Other disclosures
Grant date fair value of RSU's granted	$ 52,800
Stock-based compensation	18,200	$ 12,400	$ 0
Unrecognized compensation cost related to non vested	$ 39,000
Period over which unrecognized compensation cost is expected to be recognized	2 years 1 month 6 days
Employees | RSU's
Stock-Based Compensation
Vesting period	4 years
Board of Directors | RSU's
Stock-Based Compensation
Vesting period	1 year

Common Stock and Stockholders_7

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, 2018	Dec. 31, 2017	Dec. 31, 2016
Employee Stock Purchase Plan
Stock-based compensation		$ 43,769	$ 30,597	$ 7,723
ESPP
Employee Stock Purchase Plan
Shares reserved for issuance under the plan (in shares)		645,258
Maximum offering period	27 months	27 months
Stock purchase price as a percentage of fair value (as a percent)	85.00%	85.00%
Issuance of common stock under employee stock purchase plan (in shares)		85,218	127,510
Remaining shares available for issuance under the plan (in shares)		432,530
Stock-based compensation		$ 1,000	$ 600	$ 400
Unrecognized compensation cost		$ 500
Period over which unrecognized compensation cost is expected to be recognized		4 months 24 days

Common Stock and Stockholders_8

Common Stock and Stockholders' Equity (Deficit) - Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Compensation costs charged as an expense
Stock-based compensation	$ 43,769	$ 30,597	$ 7,723
Administrative And Marketing
Compensation costs charged as an expense
Stock-based compensation	2,091	4,584	514
Sales
Compensation costs charged as an expense
Stock-based compensation	7,638	3,503	1,365
Technology And Development
Compensation costs charged as an expense
Stock-based compensation	6,000	2,919	1,322
General and administrative expenses
Compensation costs charged as an expense
Stock-based compensation	$ 28,040	$ 19,591	$ 4,522

Income Taxes - Components (Deta

Income Taxes - Components (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Components of income (loss) from continuing operations before income taxes
Domestic									$ (91,142)	$ (107,703)	$ (73,706)
International									(5,824)	696
Net loss before taxes	$ (24,500)	$ (23,444)	$ (25,057)	$ (23,965)	$ (45,037)	$ (31,200)	$ (15,266)	$ (15,504)	(96,966)	(107,007)	(73,706)
Components of provision (benefit) for income taxes
Current federal										9
Current state									6
Current foreign									2,011	357
Total current									2,017	366
Deferred federal									(499)	(273)	574
Deferred state									416	122	(64)
Deferred foreign									(1,816)	(440)
Total deferred									(1,899)	(591)	510
Total provision / (benefit)	$ 379	$ (180)	$ 22	$ (103)	$ (654)	$ 130	$ 149	$ 150	$ 118	$ (225)	$ 510

Income Taxes - Statutory Income

Income Taxes - Statutory Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Reconciliations of the statutory federal income tax rate and effective tax rate, Percent
Tax at federal statutory rate (as a percent)	21.00%	35.00%	35.00%
State and local tax (as a percent)	4.80%	2.50%	1.50%
Mandatory repatriation net of dividends (as a percent)		(3.20%)
Acquisition expenses	(1.30%)
Non-deductible stock compensation (as a percent)	16.50%	6.60%	(1.70%)
Non-deductible expenses (as a percent)	(0.30%)	(0.20%)	(0.50%)
Foreign tax credit (as a percent)		1.20%
Change in deferred tax rate due to tax legislation (as a percent)		(34.50%)
Change in valuation allowance due to tax legislation (as a percent)		35.30%
Change in valuation allowance (as a percent)	(41.50%)	(43.10%)	(35.10%)
Other (as percent)	0.70%	0.60%	0.10%
Income tax provision	(0.10%)	0.20%	(0.70%)

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets, Liabilities and Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets:
Net operating loss carryforwards	$ 136,384	$ 95,384
Accrued expenses and compensation	782	1,174
Uncertain tax positions, including interest	312	297
Stock-based compensation	9,175	5,828
Foreign tax credits	7,135	7,135
Depreciation of property and equipment		426
Interest expenses carryforward	1,274
Other	73	36
Deferred tax assets	155,135	110,280
Valuation allowance	(93,572)	(73,786)
Net deferred tax assets	61,563	36,494
Deferred tax liabilities:
Debt related	(31,986)	(13,773)
Depreciation of property and equipment	(2,342)
Intangible assets	(59,679)	(35,627)
Deferred tax liabilities	(94,007)	(49,400)
Net deferred tax liabilities	(32,444)	$ (12,906)
Other disclosures
Increase in valuation allowance in association with acquisition activity	$ 19,800

Income Taxes - Income Tax Chang

Income Taxes - Income Tax Changes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Taxes
Corporate tax rate (as a percent)	21.00%	35.00%	35.00%
Interest expenses carryforward	$ 5.2

Income Taxes - Carryforwards (D

Income Taxes - Carryforwards (Details) $ in Millions	Dec. 31, 2018USD ($)
Federal
Income taxes
Net operating loss carryforwards	$ 540.8
Operating loss carryforward, infinitely	129.4
Operating loss carryforward, subject to expiration	411.4
State
Income taxes
Net operating loss carryforwards	252.4
Foreign
Income taxes
Net operating loss carryforwards	27.3
Tax credits	$ 7.1

Income Taxes - Unrecognized Tax

Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018USD ($)
Unrecognized Tax Benefits
Balance at beginning of period	$ 2,920
Additions based on Prior Year Tax Positions	(13)
Balance at end of period	2,907
Undistributed earnings	$ 3,900

Sale of Assets (Details)

Sale of Assets (Details) - USD ($) $ in Thousands	Jun. 29, 2018	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2018
Sale of Assets
Consideration from sale of assets	$ 5,500			$ 5,530
Gain on sale of assets		$ 1,430	$ 4,070	$ 5,500

Net Loss per Share (Details)

Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Basic and diluted net loss per share:
Net loss	$ (24,879)	$ (23,264)	$ (25,079)	$ (23,862)	$ (44,383)	$ (31,330)	$ (15,415)	$ (15,654)	$ (97,084)	$ (106,782)	$ (74,216)
Weighted-average shares used to compute basic and diluted net loss per share	70,240,000	68,248,000	62,976,000	61,798,000	58,371,000	56,493,000	54,573,000	52,193,000	65,844,908	55,427,460	42,330,908
Net loss per share, basic and diluted	$ (0.35)	$ (0.34)	$ (0.40)	$ (0.39)	$ (0.76)	$ (0.55)	$ (0.28)	$ (0.30)	$ (1.47)	$ (1.93)	$ (1.75)
Stock options
Net Loss per Share
Antidilutive securities (in shares)									6,900,000
Common stock warrants
Net Loss per Share
Antidilutive securities (in shares)									1,400,000
ESPP
Net Loss per Share
Antidilutive securities (in shares)									100,000

Quarterly Statement of Operat_3

Quarterly Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly consolidated statement of operations data
Revenue	$ 122,741	$ 110,962	$ 94,560	$ 89,644	$ 77,140	$ 68,650	$ 44,591	$ 42,898	$ 417,907	$ 233,279	$ 123,157
Cost of revenue	40,028	34,167	27,684	26,856	22,716	16,742	10,026	12,139	128,735	61,623	31,971
Gross profit	82,713	76,795	66,876	62,788	54,424	51,908	34,565	30,759	289,172	171,656	91,186
Operating expenses:
Advertising and marketing	23,555	21,668	19,561	20,325	18,441	14,328	12,278	12,616	85,109	57,663	34,720
Sales	14,509	16,303	14,559	13,783	11,279	11,393	7,324	7,988	59,154	37,984	26,243
Technology and development	13,544	13,577	14,348	12,904	10,446	9,964	7,537	6,512	54,373	34,459	21,815
Legal	1,023	254	108	481	760	105	277	343	1,866	1,485	4,117
Regulatory	467	553	531	564	616	777	987	1,007	2,115	3,387	3,158
Acquisition and integration related costs	1,434	1,588	5,800	1,569	2,557	8,526	2,113		10,391	13,196	6,959
Gain on sale		(1,430)	(4,070)						(5,500)
General and administrative	36,461	30,314	26,140	24,001	27,482	21,938	15,873	14,488	116,916	79,781	48,568
Depreciation and amortization	9,557	9,746	8,046	8,253	7,402	6,418	2,668	2,607	35,602	19,095	8,270
Loss from operations	(17,837)	(15,778)	(18,147)	(19,092)	(24,559)	(21,541)	(14,492)	(14,802)	(70,854)	(75,394)	(62,664)
Amortization of warrants and loss on extinguishment of debt					12,665	1,457				14,122	8,454
Interest expense, net	6,663	7,666	6,910	4,873	7,813	8,202	774	702	26,112	17,491	2,588
Net loss before taxes	(24,500)	(23,444)	(25,057)	(23,965)	(45,037)	(31,200)	(15,266)	(15,504)	(96,966)	(107,007)	(73,706)
Income tax provision (benefit)	379	(180)	22	(103)	(654)	130	149	150	118	(225)	510
Net loss	$ (24,879)	$ (23,264)	$ (25,079)	$ (23,862)	$ (44,383)	$ (31,330)	$ (15,415)	$ (15,654)	$ (97,084)	$ (106,782)	$ (74,216)
GAAP Net Loss per Share	$ (0.35)	$ (0.34)	$ (0.40)	$ (0.39)	$ (0.76)	$ (0.55)	$ (0.28)	$ (0.30)	$ (1.47)	$ (1.93)	$ (1.75)
Weighted Average Common Shares Outstanding Used in Computing GAAP Net Loss per Share - Basic and Diluted	70,240,000	68,248,000	62,976,000	61,798,000	58,371,000	56,493,000	54,573,000	52,193,000	65,844,908	55,427,460	42,330,908

401(k) Plan (Details)

401(k) Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
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	$ 2.7	$ 1.7	$ 1.1

Schedule II - Valuation and Q_2

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Allowance for Doubtful Accounts Receivable
Valuation And Qualifying Accounts
Balance at Beginning of Period	$ 2,422	$ 2,422	$ 1,812
Provisions	2,421	1,731	2,412
Write-offs	(1,441)	(1,920)	(1,802)
Other	(20)	189
Balance at End of Period	3,382	2,422	2,422
Income Taxes Valuation Allowance
Valuation And Qualifying Accounts
Balance at Beginning of Period	73,786	71,202	46,477
Provisions	41,093	28,207	25,856
Write-offs	(1,036)
Other	(20,271)	(25,623)	(1,131)
Balance at End of Period	$ 93,572	$ 73,786	$ 71,202