Teladoc Health (TDOC) 10-Q 1 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Oct. 27, 2021
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-37477
Entity Registrant Name	TELADOC HEALTH, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3705970
Entity Address, Address Line One	2 Manhattanville Road
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Purchase
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	203
Local Phone Number	635-2002
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TDOC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Central Index Key	0001477449
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		160,086,661

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 823,828	$ 733,324
Short-term investments	2,538	53,245
Accounts receivable, net of allowance of $11,277 and $6,412, respectively	178,072	169,281
Inventories	56,937	56,498
Prepaid expenses and other current assets	95,941	47,259
Total current assets	1,157,316	1,059,607
Property and equipment, net	27,027	28,551
Goodwill	14,470,399	14,581,255
Intangible assets, net	1,932,012	2,020,864
Operating lease - right-of-use assets	47,935	46,647
Other assets	17,890	18,357
Total assets	17,652,579	17,755,281
Current liabilities:
Accounts payable	34,655	46,030
Accrued expenses and other current liabilities	106,252	83,657
Accrued compensation	75,891	94,593
Deferred revenue-current	72,865	52,356
Advances from financing companies	12,442	13,453
Current portion of long-term debt	0	42,560
Total current liabilities	302,105	332,649
Other liabilities	1,328	1,616
Operating lease liabilities, net of current portion	42,729	43,142
Deferred revenue, net of current portion	4,075	2,449
Advances from financing companies, net of current portion	9,561	9,926
Deferred taxes	93,824	102,103
Convertible senior notes, net	1,211,375	1,379,592
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value; 300,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 160,013,624 shares and 150,281,099 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	160	150
Additional paid-in capital	17,399,023	16,857,797
Accumulated deficit	(1,410,469)	(992,661)
Accumulated other comprehensive gain	(1,132)	18,518
Total stockholders' equity	15,987,582	15,883,804
Total liabilities and stockholders' equity	$ 17,652,579	$ 17,755,281

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Consolidated Balance Sheets
Allowance of Accounts receivable	$ 11,277	$ 6,412
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	160,013,751	150,281,099
Common stock, shares outstanding	160,013,751	150,281,099

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Consolidated Statements of Operations and Comprehensive Loss
Revenue	$ 521,658	$ 288,812	$ 1,478,472	$ 710,641
Expenses:
Cost of revenue (exclusive of depreciation and amortization, which is shown separately below)	169,041	104,725	475,273	267,887
Operating expenses:
Advertising and marketing	111,078	52,302	303,738	132,395
Sales	62,602	23,483	191,251	60,110
Technology and development	80,250	29,958	239,017	72,244
Acquisition, integration and transformation costs	4,340	25,395	22,084	30,686
General and administrative	103,016	59,742	319,404	162,699
Depreciation and amortization	51,907	12,932	151,907	32,535
Total expenses	582,234	308,537	1,702,674	758,556
Loss from operations	(60,576)	(19,725)	(224,202)	(47,915)
Loss on extinguishment of debt	850	1,227	43,728	8,978
Other expense (income), net	376	252	(5,493)	827
Interest expense, net	18,895	16,970	61,493	38,849
Net loss before taxes	(80,697)	(38,174)	(323,930)	(96,569)
Income tax expense (benefit)	3,643	(2,290)	93,878	(5,400)
Net loss	(84,340)	(35,884)	(417,808)	(91,169)
Other comprehensive (loss) gain, net of tax:
Cumulative translation adjustment	(13,423)	16,285	(19,650)	11,610
Comprehensive loss	$ (97,763)	$ (19,599)	$ (437,458)	$ (79,559)
Net loss per share, basic and diluted	$ (0.53)	$ (0.43)	$ (2.68)	$ (1.17)
Weighted-average shares used to compute basic and diluted net loss per share	159,435,165	83,607,902	155,926,680	77,821,073

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock2022 Notes	Common Stock2025 Notes	Common Stock2027 Notes	Common Stock	Additional Paid-In Capital2022 Notes	Additional Paid-In Capital2025 Notes	Additional Paid-In Capital2027 Notes	Additional Paid-In Capital	Accumulated Deficit2022 Notes	Accumulated Deficit2025 Notes	Accumulated Deficit2027 Notes	Accumulated Deficit	Accumulated Other Comprehensive Loss2022 Notes	Accumulated Other Comprehensive Loss2025 Notes	Accumulated Other Comprehensive Loss2027 Notes	Accumulated Other Comprehensive Loss	2022 Notes	2025 Notes	2027 Notes	Total
Balance as of beginning of the period at Dec. 31, 2019				$ 73,000				$ 1,538,716,000				$ (507,525,000)				$ (17,239,000)				$ 1,014,025,000
Balance as of beginning of the period (in shares) at Dec. 31, 2019				72,761,941
Stockholders' Equity (Deficit)
Exercise of stock options				$ 1,000				40,625,000				0				0				40,626,000
Exercise of stock options (in shares)				1,999,518
Issuance of common stock upon vesting of restricted stock units				$ 1,000				(1,000)				0				0				0
Issuance of common stock upon vesting of restricted stock units (in shares)				801,575
Issuance of common stock for Notes	$ 4,000	$ 0			$ 694,047,000	$ 37,780,000			$ 0	$ 0			$ 0	$ 0			$ 694,051,000	$ 37,780,000
Issuance of common stock for Notes (in shares)	3,951,399	187,346
Issuance of stock under employee stock purchase plan				$ 0				2,473,000				0				0				2,473,000
Issuance of stock under employee stock purchase plan (in shares)				35,901
Equity portion of extinguishment of Notes	$ 0	$ 0			(715,195,000)	(29,326,000)			0	0			0	0			(715,195,000)	(29,326,000)
Equity component of Notes, net of issuance costs			$ 0				$ 285,601,000				$ 0				$ 0				$ 285,601,000
Issuance of stock in acquisition				$ 5,000				918,813,000				0				0				918,818,000
Issuance of stock in acquisition (in shares)				4,620,665
Stock-based compensation				$ 0				61,741,000				0				0				61,741,000
Other comprehensive gain (loss), net of tax				0				0				0				11,611,000				11,611,000
Net loss				0				0				(91,169,000)				0				(91,169,000)
Balance as of end of the period at Sep. 30, 2020				$ 84,000				2,835,274,000				(598,694,000)				(5,628,000)				2,231,036,000
Balance as of end of the period (in shares) at Sep. 30, 2020				84,358,345
Balance as of beginning of the period at Jun. 30, 2020				$ 79,000				1,879,573,000				(562,810,000)				(21,913,000)				1,294,929,000
Balance as of beginning of the period (in shares) at Jun. 30, 2020				79,099,433
Stockholders' Equity (Deficit)
Exercise of stock options				$ 0				7,113,000				0				0				7,113,000
Exercise of stock options (in shares)				400,555
Issuance of common stock upon vesting of restricted stock units				$ 0				0				0				0				0
Issuance of common stock upon vesting of restricted stock units (in shares)				49,396
Issuance of common stock for Notes	$ 0	$ 0			187,000	37,780,000			0	0			0	0			187,000	37,780,000
Issuance of common stock for Notes (in shares)	950	187,346
Equity portion of extinguishment of Notes	$ 0	$ 0			(44,000)	(29,326,000)			0	0			0	0			(44,000)	(29,326,000)
Issuance of stock in acquisition				$ 5,000				918,813,000				0				0				918,818,000
Issuance of stock in acquisition (in shares)				4,620,665
Stock-based compensation				$ 0				21,178,000				0				0				21,178,000
Other comprehensive gain (loss), net of tax				0				0				0				16,285,000				16,285,000
Net loss				0				0				(35,884,000)				0				(35,884,000)
Balance as of end of the period at Sep. 30, 2020				$ 84,000				2,835,274,000				(598,694,000)				(5,628,000)				2,231,036,000
Balance as of end of the period (in shares) at Sep. 30, 2020				84,358,345
Balance as of beginning of the period at Dec. 31, 2020				$ 150,000				16,857,797,000				(992,661,000)				18,518,000				15,883,804,000
Balance as of beginning of the period (in shares) at Dec. 31, 2020				150,281,099
Stockholders' Equity (Deficit)
Exercise of stock options				$ 3,000				22,953,000				0				0				22,956,000
Exercise of stock options (in shares)				2,123,935
Issuance of common stock upon vesting of restricted stock units				$ 1,000				(1,000)				0				0				0
Issuance of common stock upon vesting of restricted stock units (in shares)				1,490,879
Issuance of common stock for Notes	$ 1,000	$ 5,000			270,111,000	920,514,000			0	0			0	0			270,112,000	920,519,000
Issuance of common stock for Notes (in shares)	1,058,373	5,182,656
Issuance of stock under employee stock purchase plan				$ 0				10,539,000				0				0				10,539,000
Issuance of stock under employee stock purchase plan (in shares)				82,088
Recovery of excess common stock issued for acquisition				$ 0				(40,329,000)				0				0				(40,329,000)
Recovery of excess common stock issued for acquisition (in shares)				(205,279)
Equity portion of extinguishment of Notes	$ 0	$ 0			$ (224,081,000)	(668,507,000)			$ 0	0			$ 0	0			$ (224,081,000)	(668,507,000)
Stock-based compensation				$ 0				250,027,000				0				0				250,027,000
Other comprehensive gain (loss), net of tax				0				0				0				(19,650,000)				(19,650,000)
Net loss				0				0				(417,808,000)				0				(417,808,000)
Balance as of end of the period at Sep. 30, 2021				$ 160,000				17,399,023,000				(1,410,469,000)				(1,132,000)				15,987,582,000
Balance as of end of the period (in shares) at Sep. 30, 2021				160,013,751
Balance as of beginning of the period at Jun. 30, 2021				$ 159,000				17,314,749,000				(1,326,129,000)				12,291,000				16,001,070,000
Balance as of beginning of the period (in shares) at Jun. 30, 2021				159,462,978
Stockholders' Equity (Deficit)
Exercise of stock options				$ 1,000				5,174,000				0				0				5,175,000
Exercise of stock options (in shares)				216,882
Issuance of common stock upon vesting of restricted stock units				$ 0				0				0				0				0
Issuance of common stock upon vesting of restricted stock units (in shares)				235,674
Issuance of common stock for Notes		$ 0				14,868,000				0				0				14,868,000
Issuance of common stock for Notes (in shares)		98,217
Equity portion of extinguishment of Notes		$ 0				$ (10,079,000)				$ 0				$ 0				$ (10,079,000)
Stock-based compensation				$ 0				74,311,000				0				0				74,311,000
Other comprehensive gain (loss), net of tax				0				0				0				(13,423,000)				(13,423,000)
Net loss				0				0				(84,340,000)				0				(84,340,000)
Balance as of end of the period at Sep. 30, 2021				$ 160,000				$ 17,399,023,000				$ (1,410,469,000)				$ (1,132,000)				$ 15,987,582,000
Balance as of end of the period (in shares) at Sep. 30, 2021				160,013,751

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows provided by operating activities:
Net loss	$ (417,808)	$ (91,169)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	151,907	32,535
Depreciation of rental equipment	2,500	851
Amortization of right-of-use assets and depreciation of rental equipment	8,185	4,643
Allowance for doubtful accounts	11,353	2,320
Stock-based compensation	240,971	61,151
Deferred income taxes	91,414	(4,096)
Accretion of interest	46,843	29,459
Loss on extinguishment of debt	40,631	8,978
Gain on sale of investment	(5,901)	0
Other, net	38	216
Changes in operating assets and liabilities:
Accounts receivable	(19,407)	(16,450)
Prepaid expenses and other current assets	(34,566)	(5,906)
Inventory	(2,661)	(2,392)
Other assets	(3,432)	140
Accounts payable	(11,115)	6,584
Accrued expenses and other current liabilities	15,880	17,269
Accrued compensation	(17,352)	9,329
Deferred revenue	20,002	15,348
Operating lease liabilities	(8,202)	(4,360)
Other liabilities	1,502	(3,025)
Net cash provided by operating activities	110,782	61,425
Cash flows used in investing activities:
Capital expenditures	(5,611)	(2,872)
Capitalized software development costs	(35,402)	(14,515)
Proceeds from marketable securities	50,000	0
Proceeds from the sale of investment	10,901	0
Acquisitions of business, net of cash acquired	(75,944)	(159,663)
Other, net	3,150	0
Net cash used in investing activities	(52,906)	(177,050)
Cash flows provided by financing activities:
Net proceeds from the exercise of stock options	22,956	40,627
Proceeds from advances from financing companies	10,677	1,924
Payment against advances from financing companies	(12,053)	(4,427)
Proceeds from employee stock purchase plan	13,996	2,473
Cash received for withholding taxes on stock-based compensation, net	3,109	326
Other, net	(4,224)	0
Net cash provided by financing activities	34,322	788,700
Net increase in cash and cash equivalents	92,198	673,075
Foreign exchange difference	(1,694)	(129)
Cash and cash equivalents at beginning of the period	733,324	514,353
Cash and cash equivalents at end of the period	823,828	1,187,299
Income taxes paid	3,114	786
Interest paid	7,973	5,612
2027 Notes
Cash flows provided by financing activities:
Proceeds from issuance of Notes	0	1,000,000
Payment of issuance costs of Notes	0	(24,070)
2022 Notes
Cash flows provided by financing activities:
Repurchase of 2022 Notes	$ (139)	$ (228,153)

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2021
Organization and Description of Business
Organization and Description of Business	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 Health” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is a global leader in providing virtual healthcare services with a focus on high quality, lower costs, and improved outcomes around the world. On January 4, 2021, the Company completed the acquisition of the UK-based telemedicine provider Consultant Connect Limited (“Consultant Connect”). Consultant Connect provides a platform that specializes in facilitating healthcare professional-to-professional advice and guidance in the United Kingdom. On October 30, 2020, the Company completed the merger with Livongo Health, Inc. (“Livongo”), a transformational opportunity to improve the delivery, access and experience of healthcare for consumers around the world. Livongo is pioneering a new category in healthcare, called Applied Health Signals, which is transforming the management of chronic conditions. ​ On July 1, 2020, the Company completed the acquisition of InTouch Technologies, Inc. (“InTouch”), a leading provider of enterprise telehealth solutions for hospitals and health systems.

Basis of Presentation and Princ

Basis of Presentation and Principles of Consolidation	9 Months Ended
	Sep. 30, 2021
Basis Of Presentation And Principles Of Consolidation
Basis of Presentation and Principles of Consolidation	Note 2. Basis of Presentation and Principles of Consolidation ​ The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2021 and 2020, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These financial statements include the results of Teladoc Health, as well as three professional associations and thirteen professional corporations (collectively, the “Association”). All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. is party to several Services Agreements by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to Teladoc Health Medical Group, P.A. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to the Company. 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 impacts 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 and appropriately consolidates the Association. ​ Total revenue and net income (loss) for the VIE were $56.2 million and $0.1 million, and $48.9 million and $(0.7) million, for the quarters ended September 30, 2021 and 2020, respectively. Total revenue and net income (loss) for the VIE were $161.9 million and $(3.0) million, and $149.1 million and $0.1 million, for the nine months ended September 30, 2021 and 2020, respectively. The VIE’s total assets, all of which were current, were $31.0 million and $28.7 million at September 30, 2021 and December 31, 2020, respectively. Total liabilities, all of which were current for the VIE, were $71.0 million and $65.8 million at September 30, 2021 and December 31, 2020, respectively. The VIE’s total stockholders’ deficit was $40.1 million and $37.1 million at September 30, 2021 and December 31, 2020, respectively. Business Combinations ​ The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. ​ When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. ​ Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in 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 areas including the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), capitalization and amortization of software development costs, the finalization of purchase accounting adjustments, Client performance guarantees, the calculation of a contingent liability in connection with an acquisition earn-out, the provision for income taxes and related deferred tax accounts, revenue recognition, contingencies, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Recently Issued Accounting Pronouncements ​ In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06—"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This standard becomes effective for the Company on January 1, 2022 and may be early adopted during an interim period of 2021. The Company will adopt the standard on January 1, 2022 and is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. ​ Summary of Significant Accounting Policies The following sections reflect updates to the summary of significant accounting policies described in the 2020 Form 10-K. In addition, on an ongoing basis, the Company will continue to closely monitor for any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic, especially on the allowance for doubtful accounts. Acquisition, Integration and Transformation Costs Acquisition, integration and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including enhancing our customer relationship management (CRM) and enterprise resource planning (ERP) systems, incurred in connection with our acquisition and integration activities. General and Administrative Costs General and Administrative costs consist of all operating expenses not included in the other operating expense categories and now include legal and regulatory costs for all current and historical periods presented. Other Expense (Income), Net Other expense (income), net includes the impact of foreign currency remeasurement, realized and unrealized gains on investment securities and all other non-operating items not included in other financial statement lines.

Revenue, Deferred Revenue, Defe

Revenue, Deferred Revenue, Deferred Costs and Other	9 Months Ended
	Sep. 30, 2021
Revenue, Deferred Revenue, Deferred Costs and Other
Revenue, Deferred Revenue, Deferred Costs and Other	Note 3. Revenue, Deferred Revenue, Deferred Costs and Other The Company generates access fees from Clients accessing its professional provider network, hosted virtual healthcare platform and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service and other specialty visits. In addition, other revenue is primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Access revenue accounted for 87% and 78% of our revenue for the quarters ended September 30, 2021 and 2020. Access revenue accounted for 86% and 77% of our revenue for the nine months ended September 30, 2021 and 2020, respectively. ​ The following table presents the Company’s revenues disaggregated by revenue source (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2021 2020 2021 2020 Access Fees Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ $ 413,594 ​ $ 194,622 ​ $ 1,161,084 ​ $ 454,582 ​ International ​ ​ 37,989 ​ ​ 31,997 ​ ​ 112,699 ​ ​ 91,261 ​ Total ​ ​ 451,583 ​ ​ 226,619 ​ ​ 1,273,783 ​ ​ 545,843 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Visit Fee Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 59,863 ​ 50,948 ​ 173,399 ​ 152,944 ​ International ​ ​ 116 ​ ​ 96 ​ ​ 368 ​ ​ 705 ​ Total ​ ​ 59,979 ​ ​ 51,044 ​ ​ 173,767 ​ ​ 153,649 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 9,583 ​ ​ 10,299 ​ ​ 29,617 ​ ​ 10,299 ​ International ​ ​ 513 ​ ​ 850 ​ ​ 1,305 ​ ​ 850 ​ Total ​ ​ 10,096 ​ ​ 11,149 ​ ​ 30,922 ​ ​ 11,149 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenues ​ $ 521,658 ​ $ 288,812 ​ $ 1,478,472 ​ $ 710,641 ​ ​ ​ Deferred Revenue ​ Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for a device is amortized ratably over the expected Member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue. ​ 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. Deferred revenue, current plus long-term, was $76.9 million at September 30, 2021 and $51.6 million at September 30, 2020. The net increase of $21.8 million and $36.8 million in the deferred revenue balance for the nine months ended September 30, 2021 and 2020, respectively, is primarily driven by InTouch and Livongo as well as the direct-to-consumer behavioral health product 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. Revenue recognized during the quarters ended September 30, 2021 and 2020 that was included in deferred revenue at the beginning of the periods was $47.2 million and $18.9 million, respectively. Revenue recognized during the nine months ended September 30, 2021 and 2020 that was included in deferred revenue at the beginning of the periods was $48.5 million and $10.6 million, respectively. ​ We expect to recognize $48.5 million and $15.4 million of revenue in 2021 and 2022 , respectively, related to future performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2021. ​ Deferred Costs and Other ​ Deferred costs and other, consist of deferred device cost and deferred contract cost, which are classified as a component of Prepaid expenses and other current assets or Other assets depending on term, consist of the following as of September 30, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 ​ 2020 ​ Deferred costs and other, current ​ $ 20,243 ​ $ 3,468 ​ Deferred costs and other, noncurrent ​ ​ 7,788 ​ ​ 2,179 ​ Total deferred costs and other ​ $ 28,031 ​ $ 5,647 ​ ​ Deferred costs and other activity are as follows (in thousands): ​ ​ ​ ​ ​ ​ Deferred Costs and Other Beginning balance as of December 31, 2020 ​ $ 5,647 Additions ​ ​ 34,554 Cost of revenue recognized ​ ​ (12,170) Ending balance as of September 30, 2021 ​ $ 28,031 ​

Business Acquisitions

Business Acquisitions	9 Months Ended
	Sep. 30, 2021
Business Acquisitions
Business Acquisitions	​ Note 4. Business Acquisitions On January 4, 2021, the Company completed the acquisition of the UK-based telemedicine provider Consultant Connect for cash consideration of $56.3 million, net of cash acquired. Consultant Connect provides a platform that specializes in facilitating healthcare professional-to-professional advice and guidance in the United Kingdom. As part of purchase accounting, the Company recognized intangibles related to customer relationships, technology and the brand of $9.8 million, $1.9 million, and $0.6 million, respectively; and goodwill of $47.3 million. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. On October 30, 2020, the Company completed the acquisition of Livongo through a merger in which Livongo became a wholly-owned subsidiary of the Company. Upon completion of the merger, each share of Livongo’s common stock converted into the right to receive 0.5920 shares of Teladoc Health’s common stock and $4.24 in cash, without interest. In addition, in connection with the closing of the merger, Livongo paid a special cash dividend equal to $7.09 per share of Livongo’s common stock to shareholders of Livongo as of a record date of October 29, 2020. The total initial consideration calculated on upon deal closing was $13,938.0 million, consisting of $401.0 million of net cash, $555.4 million related to the conversion feature of the Livongo Notes guaranteed by the Company and 60.4 million shares of Teladoc Health’s common stock valued at approximately $12,981.6 million on October 30, 2020. 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 $59.0 million and included transaction costs for investment bankers, other professional fees and income taxes for accelerated grants and were recognized in the Company’s consolidated statement of operations in acquisition, integration and transformation costs. In the first quarter of 2021, the Company identified 205,279 of additional shares of Teladoc Health common stock that were included as part of the merger consideration (“Excess Shares”) and 85,481 of additional shares of Teladoc Health common stock that were not withheld from the merger consideration for withholding tax purposes (“Withholding Shares”). In addition, the Company identified $5.6 million of merger-related cash payments related to the Excess Shares (“Cash Overpayments”). The Company has recovered and cancelled all 205,279 of the Excess Shares and expects to recover the Cash Overpayments in the form of cash. The Company expects to apply the cash value of the Withholding Shares to offset future employment tax obligations of the Company. As a result, the total adjusted consideration was $13,876.9 million, consisting of $380.2 million of net cash, $555.4 million related to the conversion feature of the Livongo Notes guaranteed by the Company and 60.2 million shares of Teladoc Health’s common stock valued at approximately $12,941.3 million. The Company does not expect to incur any material charges or expenses related to the recovery of the Withholding Shares and the Cash Overpayments. Accordingly, the Company recorded, in the first quarter of fiscal year 2021, an increase to receivables in current other assets of $20.8 million, a decrease to consolidated stockholders’ equity of $40.3 million and a decrease to goodwill of $61.1 million. In the first quarter of 2021, the Company recognized a discrete non-cash income tax charge substantially reflecting an additional valuation allowance on excess stock compensation benefits and other state deferred tax assets associated with the Livongo merger which resulted in a $106.5 million measurement period reduction to goodwill. In the third quarter of 2021, the Company recorded a $5.0 million increase to goodwill reflecting a final adjustment to its measurement date tax valuation allowances and a $6.3 million increase to goodwill to reflect the cost to replace certain devices becoming obsolete due to provider upgrades to telecommunications networks known at the date of the Livongo merger. On July 1, 2020, the Company completed the acquisition of InTouch through a merger in which InTouch became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $1,078.5 million, net of cash acquired of $1.1 million, which was comprised of 4.6 million shares of Teladoc’s common stock valued at $918.8 million on July 1, 2020, and $160.7 million of cash. InTouch is a leading provider of enterprise telehealth solutions for hospitals and health systems. 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 $12.5 million and included transaction costs for investment bankers and other professional fees and were recognized in the Company’s consolidated statement of operations in acquisition, integration and transformation costs. 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 included within the consolidated financial statements commencing on the aforementioned acquisition dates. ​ The following table summarizes the fair value estimates of the assets acquired and liabilities assumed for the Livongo and InTouch acquisitions. 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. ​ The allocation of the consideration transferred to the assets acquired and the liabilities assumed for the Livongo merger remains preliminary and therefore can be revised as a result of additional information obtained due to the finalization of the valuation inputs and assumptions as well as completing the assessment of the tax attributes of the business combination. As discussed further in Note 15, the Company recognized a non-cash income tax charge during the nine months ended September 30, 2021, substantially reflecting the recording of a valuation allowance on stock compensation benefits associated with the Livongo merger. Additional adjustments that could have a material impact on the Company’s results of operations and financial position may be recorded within the measurement period, which will not exceed one year from the acquisition date. ​ Identifiable assets acquired and liabilities assumed (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Livongo InTouch ​ Purchase price, net of cash acquired ​ $ 13,876,931 ​ $ 1,069,759 ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ 80,084 ​ ​ 16,986 ​ ​ Short term investment ​ ​ 52,500 ​ ​ 0 ​ ​ Inventory ​ ​ 24,299 ​ ​ 8,492 ​ ​ Property and equipment, net ​ ​ 8,952 ​ ​ 11,366 ​ ​ Right of use assets ​ ​ 15,056 ​ ​ 4,965 ​ ​ Other assets ​ ​ 17,337 ​ ​ 2,541 ​ ​ Client relationships ​ ​ 1,050,000 ​ ​ 164,580 ​ ​ Technology ​ ​ 300,000 ​ ​ 29,190 ​ ​ Trademarks ​ ​ 250,000 ​ ​ 32,630 ​ ​ Advances from financing companies ​ ​ 0 ​ ​ (26,012) ​ ​ Accounts payable ​ ​ (119,302) ​ ​ (5,589) ​ ​ Deferred revenue ​ ​ (997) ​ ​ (20,729) ​ ​ Convertible notes ​ ​ (453,417) ​ ​ 0 ​ ​ Deferred taxes ​ ​ (37,980) ​ ​ (30,102) ​ ​ Lease liabilities ​ ​ (18,834) ​ ​ (5,495) ​ ​ Other liabilities ​ ​ (46,606) ​ ​ (13,042) ​ ​ Goodwill ​ $ 12,755,839 ​ $ 899,978 ​ ​ ​ The amount allocated to goodwill reflects the benefits Teladoc Health expects to realize from the growth of the respective acquisitions’ operations, cost savings, and various synergies. The Company’s pro forma revenue and net loss for the quarters and nine months ended September 30, 2020 below have been prepared as if Livongo and InTouch had been purchased on January 1, 2020. As such, the Company made pro-forma adjustments related to deferred revenue, deferred costs, amortization of intangible assets, interest expense, stock-based compensation, acquisition costs and transaction expenses for the purpose of this presentation. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unaudited Pro Forma ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ (in thousands) 2020 ​ 2020 Revenue ​ $ 395,519 ​ $ 1,026,957 ​ Net loss ​ $ (93,149) ​ $ (778,287) ​ ​ 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.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2021
Inventories
Inventories	Note 5. Inventories Inventories consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ 2021 2020 Raw materials and purchased parts ​ $ 21,836 ​ $ 19,591 ​ Work in process ​ ​ 501 ​ ​ 1,431 ​ Finished goods ​ 34,600 ​ 35,476 ​ Total inventories ​ $ 56,937 ​ $ 56,498 ​ ​

Intangible Assets, Net

Intangible Assets, Net	9 Months Ended
	Sep. 30, 2021
Intangible Assets, Net
Intangible Assets, Net	Note 6. Intangible Assets, Net Intangible assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ Useful ​ ​ Accumulated Net Carrying ​ Useful Life ​ ​ ​ Life ​ Gross Value ​ Amortization ​ Value (Years) ​ September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,467,396 ​ $ (174,523) ​ $ 1,292,873 ​ 14.8 ​ Non-compete agreements 1.5 to 5 years 5,008 ​ (5,008) ​ 0 ​ ​ ​ Trademarks ​ 3 to 15 years ​ ​ 326,594 ​ ​ (38,075) ​ ​ 288,519 ​ 9.7 ​ Patents ​ 3 years ​ ​ 200 ​ ​ (200) ​ ​ 0 ​ ​ ​ Capitalized software development costs 3 to 5 years 97,779 ​ ​ (35,717) ​ ​ 62,062 ​ 2.7 ​ Technology ​ 5 to 7 years ​ ​ 342,039 ​ ​ (53,481) ​ ​ 288,558 ​ 5.9 ​ Intangible assets, net ​ ​ ​ $ 2,239,016 ​ $ (307,004) ​ $ 1,932,012 ​ 12.3 ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,460,648 ​ $ (100,844) ​ $ 1,359,804 ` 15.4 ​ Non-compete agreements 1.5 to 5 years 5,097 ​ ​ (4,872) ​ ​ 225 ​ 0.4 ​ Trademarks ​ 3 to 15 years ​ ​ 326,786 ​ ​ (15,576) ​ ​ 311,210 ​ 10.5 ​ Patents ​ 3 years ​ ​ 200 ​ ​ (200) ​ ​ 0 ​ ​ ​ Capitalized software development costs 3 to 5 years 52,518 ​ ​ (24,771) ​ ​ 27,747 ​ 2.8 ​ Technology ​ 5 to 7 years ​ ​ 338,150 ​ ​ (16,272) ​ ​ 321,878 ​ 6.6 ​ Intangible assets, net ​ ​ ​ $ 2,183,399 ​ $ (162,535) ​ $ 2,020,864 ​ 13.1 ​ ​ Amortization expense for intangible assets net of foreign currency remeasurement for intangible assets was $49.6 million and $11.7 million for the quarters ended September 30, 2021 and 2020, respectively. Amortization expense, net of foreign currency remeasurement for intangible assets was $145.3 million and $29.6 million for the nine months ended September 30, 2021 and 2020, respectively.

Goodwill

Goodwill	9 Months Ended
	Sep. 30, 2021
Goodwill
Goodwill	Note 7. Goodwill Goodwill consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ ​ 2021 2020 ​ Beginning balance as of December 31, 2020 and 2019, respectively ​ $ 14,581,255 ​ $ 746,079 ​ Additions associated with acquisitions ​ ​ 61,157 ​ ​ 13,812,198 ​ Purchase consideration adjustments (see Note 4) ​ ​ (55,801) ​ ​ 0 ​ Deferred tax adjustments (see Note 4) ​ ​ (101,536) ​ ​ 0 ​ Cumulative translation adjustment ​ (14,676) ​ 22,978 ​ Ending balance as of September 30, 2021 and December 31, 2020, respectively ​ $ 14,470,399 ​ $ 14,581,255 ​ ​

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2021
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, As of December 31, ​ ​ 2021 2020 Professional fees ​ $ 2,726 ​ $ 4,717 ​ Consulting fees/provider fees ​ 16,253 ​ ​ 23,167 ​ Client performance guarantees ​ ​ 8,817 ​ ​ 7,215 ​ Interest payable ​ ​ 5,811 ​ ​ 2,049 ​ Income tax payable ​ ​ 1,385 ​ ​ 1,627 ​ Insurance ​ ​ 6,272 ​ ​ 3,139 ​ Marketing ​ ​ 5,733 ​ ​ 2,815 ​ Operating lease liabilities - current ​ ​ 13,148 ​ ​ 11,438 ​ Earnout ​ ​ 0 ​ ​ 4,514 ​ Acquisition & Integration ​ ​ 4,212 ​ ​ 1,036 ​ Franchise and Sales Taxes ​ ​ 5,802 ​ ​ 2,099 ​ Device Replacement Cost ​ ​ 6,263 ​ ​ 0 ​ Other ​ 29,831 ​ ​ 19,841 ​ Total ​ $ 106,252 ​ $ 83,657 ​ ​

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 9. Fair Value Measurements ​ The carrying value of the Company’s cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. ​ 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’s investments in equity securities without readily determinable fair values are accounted for under the measurement alternative of the FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, with any changes to fair value recognized within other expense (income), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer; value is generally determined based on a market approach as of the transaction date. 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 measured 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ 823,828 ​ $ 0 ​ $ 0 ​ $ 823,828 Short-term investments ​ $ 0 ​ $ 2,538 ​ $ 0 ​ $ 2,538 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ 733,324 ​ $ 0 ​ $ 0 ​ $ 733,324 Short-term investments ​ $ 0 ​ $ 53,245 ​ $ 0 ​ $ 53,245 Equity securities without readily determinable fair values ​ $ 0 ​ $ 5,000 ​ $ 0 ​ $ 5,000 Contingent liability ​ $ 0 ​ $ 0 ​ $ 4,514 ​ $ 4,514 ​ There were no transfers between fair value measurement levels during the quarters or nine months ended September 30, 2021 and 2020. The change in fair value of the Company’s equity securities without readily determinable fair values was as follows: ​ ​ ​ ​ Fair value and historical cost basis at December 31, 2020 ​ $ 5,000 Upward adjustment due to observable price change in identical securities ​ 5,901 Sale of investment ​ ​ (10,901) Fair value at September 30, 2021 ​ $ 0 ​ The change in fair value of the Company’s contingent liability is recorded in acquisition, integration and transformation costs in the consolidated statements of operations. The contingent liability is based on future revenue and profitability expectations. The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability (in thousands): ​ ​ ​ ​ ​ Fair value at December 31, 2020 ​ $ 4,514 Payments ​ (4,367) Change in fair value ​ 0 Currency translation adjustment ​ ​ (147) Fair value at September 30, 2021 ​ $ 0 ​

Leasing Operations

Leasing Operations	9 Months Ended
	Sep. 30, 2021
Leasing Operations
Leasing Operations	Note 10. Leasing Operations The Company has operating leases for facilities, hosting co-location facilities and certain equipment under non-cancelable leases in the United States and various international locations. The leases have remaining lease terms of 1 to 7 years, with options to extend the lease term from 1 to 5 years. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the arrangement covering the right to use property, plant or equipment for a stated period of time. For new and amended leases beginning in 2020 and after, the Company will separately allocate the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases. Operating Leases ​ The Company leases office space under non-cancelable operating leases in the United States and various international locations. As of September 30, 2021, the future minimum lease payments under non-cancelable operating leases were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ As of Operating Leases: ​ September 30, 2021 2021 $ 14,594 ​ 2022 ​ ​ 14,872 ​ 2023 ​ ​ 10,927 ​ 2024 ​ ​ 7,233 ​ 2025 ​ ​ 6,028 ​ 2026 and thereafter ​ ​ 13,997 ​ Total future minimum payments ​ $ 67,651 ​ The Company rents its systems to certain qualified customers under arrangements that qualify as either sales-type lease or operating lease arrangements. Leases have terms that generally range from two

Convertible Senior Notes

Convertible Senior Notes	9 Months Ended
	Sep. 30, 2021
Convertible Senior Notes
Convertible Senior Notes	Note 11. Convertible Senior Notes ​ Outstanding Convertible Senior Notes As of September 30, 2021, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo on June 4, 2020 for which the Company has agreed to guarantee Livongo’s obligations (the “Livongo Notes;” and together with the 2027 Notes, the 2025 Notes and the 2022 Notes (as defined below), the “Notes”). On June 27, 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”), which were redeemed during the quarter ended March 31, 2021 as described below. The following table presents certain terms of the Notes that were outstanding as of September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2027 Notes 2025 Notes Livongo Notes Interest Rate Per Year ​ 1.25 % ​ 1.375 % ​ 0.875 % Fair Value as of September 30, 2021 (in millions) $ 970.5 ​ $ 2.1 ​ $ 710.6 ​ Maturity Date ​ June 1, 2027 ​ ​ May 15, 2025 ​ ​ June 1, 2025 ​ Optional Redemption Date ​ June 5, 2024 ​ ​ May 22, 2022 ​ ​ June 5, 2023 ​ Conversion Date ​ December 1, 2026 ​ ​ November 15, 2024 ​ ​ March 1, 2025 ​ Conversion Rate Per $1,000 Principal Amount as of September 30, 2021 ​ 4.1258 ​ ​ 18.6621 ​ ​ 13.94 ​ Remaining Contractual Life as of September 30, 2021 ​ 5.7 years ​ ​ 3.6 years ​ ​ 3.7 years ​ All of the Notes are unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to such Notes; equal in right of payment to the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Holders may convert all or any portion of their Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding the applicable conversion date only under the following circumstances: ● during any quarter (and only during such quarter), if the last reported sale price of the shares of Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price for the applicable Notes on each applicable trading day; ● during the five business day period after any ten consecutive trading day period (or five consecutive trading day period in the case of the Livongo Notes) in which the trading price was less than 98% of the product of the last reported sale price of Company’s common stock and the conversion rate for the applicable Notes on each such trading day; ● upon the occurrence of specified corporate events described under the applicable indenture; or ● if the Company calls the applicable Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date. On or after the applicable conversion date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of such Notes, regardless of the foregoing circumstances. The 2027 Notes and the 2025 Notes are convertible into shares of the Company’s common stock at the applicable conversion rate shown in the table above. The Livongo Notes are convertible at the applicable conversion rate shown in the table above into “units of reference property,” each of which is comprised of 0.5920 of a share of the Company’s common stock and $4.24 in cash, without interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock (or units of reference property, in the case of the Livongo Notes) 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 or units of reference property, the amount of cash and shares of the Company’s common stock or units of reference property, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 consecutive trading days observation period (or 40 days in the case of the Livongo Notes). The Company may redeem for cash all or part of the Notes, at its option, on or after the applicable optional redemption date shown in the table above (and prior to the 41st scheduled trading day immediately preceding the maturity date in the case of the Livongo Notes) if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2027 Note or 2025 Note for redemption on or after the applicable optional redemption date will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the applicable indenture. If Livongo undergoes a fundamental change (as defined in the applicable indenture) at any time prior to the maturity date, holders will have the right, at their option, to require Livongo to repurchase for cash all or any portion of their Livongo Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Livongo Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2027 Notes, 2025 Notes and the 2022 Notes, the Company separated the 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 applicable 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 the applicable maturity date. 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 2027 Notes, 2025 Notes and 2022 Notes was $286 million, $91.4 million and $62.4 million, respectively, net of issuance costs which were recorded in additional paid-in capital on the accompanying condensed consolidated balance sheet. The Company carries the liability component of the Livongo Notes at face value less unamortized debt discount on its condensed consolidated balance sheets and provides the fair value for disclosure purposes only. The Company has reserved an aggregate of 8.7 million shares of common stock for the Notes. In accounting for the transaction costs related to the issuance of the 2027 Notes, 2025 Notes and 2022 Notes, the Company allocated the total costs incurred to the liability and equity components of the 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 Notes (or five The liability components of the Notes consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, 2027 Notes 2021 2020 Principal ​ $ 1,000,000 ​ $ 1,000,000 Less: Debt discount, net (1) ​ ​ (260,324) ​ ​ (287,916) Net carrying amount ​ $ 739,676 ​ $ 712,084 ​ ​ ​ ​ ​ ​ ​ 2025 Notes ​ ​ ​ ​ ​ ​ Principal ​ $ 882 ​ $ 276,788 Less: Debt discount, net (1) ​ ​ (215) ​ ​ (65,923) Net carrying amount ​ $ 667 ​ $ 210,865 ​ ​ ​ ​ ​ ​ ​ Livongo Notes ​ ​ ​ ​ ​ ​ Principal ​ $ 550,000 ​ $ 550,000 Less: Debt discount, net (1) ​ ​ (78,968) ​ ​ (93,357) Net carrying amount ​ $ 471,032 ​ $ 456,643 ​ ​ ​ ​ ​ ​ ​ 2022 Notes ​ ​ ​ ​ ​ ​ Principal ​ $ 0 ​ $ 46,762 Less: Debt discount, net (1) ​ ​ 0 ​ ​ (4,202) Net carrying amount ​ $ 0 ​ $ 42,560 (1) Included in the accompanying consolidated balance sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. ​ The following table sets forth total interest expense recognized related to the Notes (and in the case of the Livongo Notes, subsequent to the acquisition of Livongo) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ ​ September 30, ​ 2027 Notes: ​ 2021 ​ ​ 2020 ​ ​ ​ 2021 ​ 2020 ​ Contractual interest expense ​ $ 3,125 ​ $ 3,125 ​ ​ $ 9,375 ​ $ 4,618 ​ Amortization of debt discount ​ 9,370 ​ ​ 8,989 ​ ​ 27,592 ​ 12,911 ​ Total ​ $ 12,495 ​ $ 12,114 ​ ​ $ 36,967 ​ $ 17,529 ​ Effective interest rate of the liability component ​ 3.4 % ​ 3.4 % ​ ​ 3.4 % 3.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ September 30, ​ 2025 Notes: ​ ​ 2021 ​ ​ 2020 ​ ​ ​ 2021 ​ 2020 ​ Contractual interest expense ​ $ 10 ​ $ 971 ​ ​ $ 1,080 ​ $ 2,947 ​ Amortization of debt discount ​ 48 ​ ​ 3,170 ​ ​ 4,546 ​ 9,379 ​ Total ​ $ 58 ​ $ 4,141 ​ ​ $ 5,626 ​ $ 12,326 ​ Effective interest rate of the liability component ​ ​ 4.7 % ​ 7.9 % ​ ​ 4.7 % ​ 7.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ September 30, ​ ​ ​ ​ ​ September 30, ​ ​ ​ ​ Livongo Notes: ​ 2021 ​ ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ Contractual interest expense ​ $ 1,203 ​ ​ ​ ​ ​ $ 3,609 ​ ​ ​ ​ Amortization of debt discount ​ 4,858 ​ ​ ​ ​ ​ 14,389 ​ ​ ​ ​ Total ​ $ 6,061 ​ ​ ​ ​ ​ $ 17,998 ​ ​ ​ ​ Effective interest rate of the liability component ​ ​ 5.2 % ​ ​ ​ ​ ​ 5.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ September 30, ​ 2022 Notes: ​ ​ 2021 ​ ​ 2020 ​ ​ ​ 2021 ​ 2020 ​ Contractual interest expense ​ $ 0 ​ $ 351 ​ ​ $ 116 ​ $ 3,696 ​ Amortization of debt discount ​ 0 ​ ​ 650 ​ ​ 316 ​ 6,940 ​ Total ​ $ 0 ​ $ 1,001 ​ ​ $ 432 ​ $ 10,636 ​ Effective interest rate of the liability component ​ ​ ​ ​ ​ 10.0 % ​ ​ 3.0 % ​ 10.0 % ​ Exchanges and Conversions of Convertible Senior Notes Due 2025 In August 2021, the Company entered into privately negotiated agreements with certain holders of the 2025 Notes to exchange approximately $5.1 million aggregate principal amount of 2025 Notes for an aggregate of 95,347 shares of the Company’s common stock in private placement transactions pursuant to Section 4(a)(2) of the Securities Act. In addition, certain holders of the 2025 Notes converted their 2025 Notes in exchange for approximately 5.2 million shares of the Company’s common stock during the nine months ended September 30, 2021. As a result of the exchanges and conversions, the Company recorded a charge associated with the loss on extinguishment of debt net of transaction fees of $0.8 million and $40.3 million during the quarter and nine months ended September 30, 2021, respectively. Redemption and Conversions of Convertible Senior Notes Due 2022 In March 2021, the Company completed a redemption of all of the then outstanding 2022 Notes in exchange for approximately $0.1 million in cash (including accrued and unpaid interest). Prior to that redemption, certain holders of the 2022 Notes converted their 2022 Notes in exchange for 1.1 million shares of the Company’s common stock during the quarter ended March 31, 2021. As a result of the redemption and conversions, the Company recorded a charge associated with the loss on extinguishment of debt of $3.4 million during the quarter ended March 31, 2021.

Advances from Financing Compani

Advances from Financing Companies	9 Months Ended
	Sep. 30, 2021
Advances from Financing Companies
Advances from Financing Companies	Note 12. Advances from Financing Companies The Company utilizes a third-party financing company to provide certain Clients with a rental option. The principal portion of these up-front payments are reported as advances from financing companies in the accompanying consolidated balance sheet. Interest rates applicable to the outstanding advances as of September 30, 2021 ranged from 3.35% to 9.89%. Client lease payments to third party financing companies will reduce the advances from financing companies as of September 30, 2021 by year as follows (in thousands): ​ ​ ​ ​ ​ ​ As of September 30, ​ ​ 2021 ​ 2021 ​ $ 3,763 ​ 2022 ​ ​ 11,718 ​ 2023 ​ ​ 5,491 ​ 2024 ​ ​ 1,031 ​ ​ ​ $ 22,003 ​ ​

Legal Matters

Legal Matters	9 Months Ended
	Sep. 30, 2021
Legal Matters
Legal Matters	Note 13. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising in the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on 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. As of the date of these financial statements, Teladoc Health’s management does not expect any litigation matter to have a material adverse impact on its business, financial condition, results of operations or cash flows. On 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 (the “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. 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 (the “SDNY”) 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. On November 30, 2020, the SDNY granted the Company’s motion to dismiss the complaint, but granted the plaintiff the opportunity to refile, which refiling was made on December 30, 2020. The Company subsequently filed a motion to dismiss the lawsuit, which was granted with prejudice by the SDNY on September 29, 2021. In addition, on June 21, 2019, a stockholder derivative lawsuit (Kreutter v. Gorevic, et al.) was filed in the SDNY against certain current and former directors and officers of the Company. The derivative lawsuit alleges that the named directors and officers breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the purported securities class action complaint described above. On September 17, 2021, the Company’s motion to dismiss the lawsuit was granted with prejudice by the SDNY. On August 27, 2021, a purported securities class action complaint (City of Hialeah Employees’ Retirement System v. Teladoc Health, Inc., et.al.) was filed in the Circuit Court of Cook County, Illinois against the Company and certain of the Company’s current and former officers and directors. The complaint is brought on behalf of a purported class consisting of all persons who acquired shares of Teladoc Health common stock issued in the Livongo merger. The complaint asserts violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 based on allegedly false or misleading statements and omissions with respect to the registration statement and prospectus filed in connection with the Livongo merger. The complaint seeks certification as a class action, unspecified compensatory damages plus interest and attorneys’ fees, rescission or a rescissory measure of damages and equitable or other relief. The Company believes that these claims are without merit, and the Company and its named current and former officers and directors intend to defend the Company vigorously.

Common Stock and Stockholders'

Common Stock and Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Common Stock and Stockholders'Equity
Common Stock and Stockholders' Equity	Note 14. Common Stock and Stockholders’ Equity Capitalization Effective October 30, 2020, the authorized number of shares of the Company’s common stock was increased from 150,000,000 to 300,000,000 shares. Warrants ​ The Company had no warrants outstanding as of September 30, 2021 or December 31, 2020. ​ Stock Plans The Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (collectively, the “Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. ​ In connection with the closing of the Livongo merger, the Company assumed the Livongo Health, Inc. 2019 Equity Incentive Plan, the Livongo Health, Inc. Amended and Restated 2014 Stock Incentive Plan and the Livongo Health, Inc. Amended and Restated 2008 Stock Incentive Plan (collectively, the “Assumed Plans”). At the effective time of the Livongo merger on October 30, 2020, each outstanding Livongo equity award issued under the Assumed Plans was converted into a corresponding award with respect to the Company’s common stock, with the number of shares underlying such award adjusted based on the “Equity Award Adjustment Ratio” (as defined below), and remained outstanding in accordance with the terms that were applicable to such award prior to the Livongo merger. The exercise price of each outstanding Livongo stock option was also adjusted based on the Equity Award Adjustment Ratio. The “Equity Award Adjustment Ratio” means the quotient determined by dividing (i) the volume weighted average closing price of Livongo common stock on the four four ​ All stock-based awards to employees are measured based on the grant-date fair value or replacement grant date fair value in relation to the Livongo transaction, and are generally recognized on a straight line basis in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each restricted stock unit (“RSU”)). ​ Stock Options ​ Options issued under the Plans 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 Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. The Company had 12,574,026 shares available for grant at September 30, 2021. Activity under the Plans was 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, 2020 ​ 5,826,685 ​ $ 17.19 5.31 ​ $ 1,064,944 ​ Stock option grants ​ 35,740 ​ $ 162.38 N/A ​ ​ ​ ​ Stock options exercised ​ (2,120,943) ​ $ 10.79 N/A ​ $ (409,182) ​ Stock options forfeited ​ (90,583) ​ $ 30.03 N/A ​ ​ ​ ​ Balance at September 30, 2021 ​ 3,650,899 ​ $ 21.96 5.57 ​ $ 386,390 ​ Vested or expected to vest at September 30, 2021 ​ 3,650,899 ​ $ 21.96 7.10 ​ $ 35,607 ​ Exercisable at September 30, 2021 ​ 3,243,849 ​ $ 18.84 5.37 ​ $ 350,848 ​ ​ The total grant-date fair value of stock options granted during the quarters ended September 30, 2021 and 2020 were $3.0 million and $10.7 million, respectively. The total grant-date fair value of stock options granted during the nine months ended September 30, 2021 and 2020 were $5.8 million and $11.2 million, respectively. ​ 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. The expected volatility was derived from the historical stock volatilities of the Company’s stock volatility over a period equivalent to the expected term of the stock option grants. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero. Forfeiture rate. The Company recognizes forfeitures as they occur. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2021 2020 Volatility ​ 56.52% - 58.14% ​ ​ 46.1% - 56.0% ​ Expected term (in years) ​ 4.1 ​ ​ 4.1 ​ Risk-free interest rate ​ 0.31% - 0.70% ​ ​ 0.27%-1.64% ​ Dividend yield ​ 0 ​ ​ 0 ​ Weighted-average fair value of underlying stock options ​ $ 72.46 ​ $ 49.21 ​ ​ The Company determined that a Monte Carlo valuation model is most suitable for valuation of options for the replaced and replacement awards from the Livongo merger, for the following reasons: ● Options are deeply in-the-money, as such don’t qualify as “plain-vanilla” options. ● With the merger, the exercise pattern of the replaced and replacement options might be different from a regular “plain-vanilla” option that assumes the exercise of the option at the end of the option expiration time. A lattice approach can be used to directly model the effect of different expected periods before exercise on the fair-value-based measure of the option, whereas it is assumed under the Black-Scholes-Merton model that exercise occurs at the end of the option’s expected term. For the quarters ended September 30, 2021 and 2020, the Company recorded compensation expense related to stock options of $23.3 million and $3.4 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded compensation expense related to stock options granted of $77.1 million and $11.5 million, respectively. As of September 30, 2021, the Company had $40.4 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 0.9 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. The Company records compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one ​ Activity under RSUs was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ RSUs Fair Value Per RSU Balance at December 31, 2020 ​ 3,550,595 ​ $ 162.11 Granted 650,335 ​ $ 192.86 Vested and issued ​ (1,222,550) ​ $ 131.65 Forfeited ​ (681,510) ​ $ 183.98 Balance at September 30, 2021 2,296,870 ​ $ 175.60 Vested and unissued at September 30, 2021 ​ 13,755 ​ $ 50.90 Non-vested at September 30, 2021 ​ 2,283,115 ​ $ 175.60 ​ The total grant-date fair value of RSUs granted during the quarters ended September 30, 2021 and 2020 were $23.1 million and $11.9 million, respectively. The total grant-date fair value of RSUs granted during the nine months ended September 30, 2021 and 2020 were $125.0 million and $54.9 million, respectively. For the quarters ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense related to RSUs of $42.8 million and $11.3 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense related to RSUs of $142.6 million and $32.0 million, respectively. As of September 30, 2021, the Company had $343.6 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.2 years. Performance Stock Units ​ Stock-based compensation costs associated with our performance stock units (“PSUs”) are initially determined using the fair market value of the Company's common stock on the date the awards are approved by the Compensation Committee of the Board of Directors (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement ranging from 1-3 years. Until the performance conditions are met, stock compensation costs associated with these PSUs are re-assessed each reporting period based upon the estimated performance attainment on the reporting date. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance conditions and can range from 50% to 225% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards. Forfeitures are accounted for at the time they occur consistent with Company policy. Activity under PSUs was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ Shares Fair Value Per PSU Balance at December 31, 2020 ​ 429,319 ​ $ 76.60 Granted 531,309 ​ $ 132.66 Vested and issued ​ (268,201) ​ $ 74.33 Forfeited ​ (26,730) ​ $ 153.05 Balance at September 30, 2021 665,697 ​ $ 119.07 Vested and unissued at September 30, 2021 ​ 0 ​ $ 0 Non-vested at September 30, 2021 ​ 665,697 ​ $ 119.07 ​ ​ The total grant-date fair value of PSUs granted during the quarter ended September 30, 2021 was $2.5 million and no PSUs were granted during the quarter ended September 30, 2020. The total grant-date fair value of PSUs granted during the nine months ended September 30, 2021 and 2020 were $70.4 million and $13.1 million, respectively. ​ For the quarters ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense related to PSUs of $4.2 million and $5.9 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense related to PSUs of $16.7 million and $16.8 million, respectively. ​ As of September 30, 2021, the Company had $22.5 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 2.4 years. ​ Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“ESPP”) in connection with its initial public offering. A total of 926,109 shares of common stock were reserved for issuance under this plan as of September 30, 2021. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During the quarters ended September 30, 2021 and 2020, the Company did not issue any shares under the ESPP. During the nine months ended September 30, 2021 and 2020, the Company issued 82,088 shares and 35,901 shares, respectively under the ESPP. As of September 30, 2021, 517,015 shares remained available for issuance. For the quarters ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense related to the ESPP of $1.4 million and $0.6 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense related to the ESPP of $4.6 million and $1.4 million, respectively. As of September 30, 2021, the Company had $0.6 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 year. Total compensation costs for stock-based awards were recorded as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ ​ 2021 2020 2021 2020 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) ​ $ 2,162 ​ $ 128 ​ $ 6,310 ​ $ 128 ​ ​ Advertising and marketing ​ ​ 5,244 ​ ​ 1,644 ​ ​ 15,141 ​ ​ 4,447 ​ ​ Sales ​ 17,518 ​ 3,275 ​ 57,638 ​ 9,465 ​ ​ Technology and development ​ 22,910 ​ 2,622 ​ 77,335 ​ 7,285 ​ ​ General and administrative ​ 23,867 ​ 13,239 ​ 84,547 ​ 39,826 ​ ​ Total stock-based compensation expense (1) ​ $ 71,701 ​ $ 20,908 ​ $ 240,971 ​ $ 61,151 ​ ​ (1) Excluding the amount capitalized related to internal software development projects.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2021
Income Taxes
Income Taxes	Note 15. Income Taxes As a result of the Company’s history of net operating losses (“NOL”), the Company had historically provided for a full valuation allowance against its deferred tax assets for assets that are not more-likely-than-not to be realized, which was partially released in the quarter ended December 31, 2020. The Company’s income tax expense for the quarter and nine months ended September 30, 2021 was $3.6 million and $93.9 million, respectively. For the quarter ended September 30, 2021, the Company recognized an additional discrete non-cash income tax charge reflecting an additional valuation allowance on excess stock compensation and other state deferred tax assets associated with the Livongo merger. For the nine months ended September 30, 2021, the Company recognized a discrete non-cash income tax charge substantially reflecting an additional valuation allowance on excess stock compensation benefits and other state deferred tax assets associated with the Livongo merger. This was recorded in the first quarter, and was partially offset by tax benefits on current period losses. The Company’s income tax benefit for the quarter and nine months ended September 30, 2020 of $(2.3) million and $(5.4) million, respectively, was primarily related to the release of an uncertain tax provision, amortization of acquired intangibles, and stock compensation deductions.

Basis of Presentation and Pri_2

Basis of Presentation and Principles of Consolidations (Policies)	9 Months Ended
	Sep. 30, 2021
Basis Of Presentation And Principles Of Consolidation
Basis of Presentation and Principles of Consolidation	​ The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2021 and 2020, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These financial statements include the results of Teladoc Health, as well as three professional associations and thirteen professional corporations (collectively, the “Association”). All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. is party to several Services Agreements by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to Teladoc Health Medical Group, P.A. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to the Company. 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 impacts 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 and appropriately consolidates the Association. ​ Total revenue and net income (loss) for the VIE were $56.2 million and $0.1 million, and $48.9 million and $(0.7) million, for the quarters ended September 30, 2021 and 2020, respectively. Total revenue and net income (loss) for the VIE were $161.9 million and $(3.0) million, and $149.1 million and $0.1 million, for the nine months ended September 30, 2021 and 2020, respectively. The VIE’s total assets, all of which were current, were $31.0 million and $28.7 million at September 30, 2021 and December 31, 2020, respectively. Total liabilities, all of which were current for the VIE, were $71.0 million and $65.8 million at September 30, 2021 and December 31, 2020, respectively. The VIE’s total stockholders’ deficit was $40.1 million and $37.1 million at September 30, 2021 and December 31, 2020, respectively.
Business Combinations	Business Combinations ​ The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. ​ When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred.
Use of Estimates	Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. ​ Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in 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 areas including the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), capitalization and amortization of software development costs, the finalization of purchase accounting adjustments, Client performance guarantees, the calculation of a contingent liability in connection with an acquisition earn-out, the provision for income taxes and related deferred tax accounts, revenue recognition, contingencies, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements ​ In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06—"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This standard becomes effective for the Company on January 1, 2022 and may be early adopted during an interim period of 2021. The Company will adopt the standard on January 1, 2022 and is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. ​
Acquisition, Integration and Transformation Costs	Acquisition, Integration and Transformation Costs Acquisition, integration and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including enhancing our customer relationship management (CRM) and enterprise resource planning (ERP) systems, incurred in connection with our acquisition and integration activities.
General and Administrative Costs	General and Administrative Costs General and Administrative costs consist of all operating expenses not included in the other operating expense categories and now include legal and regulatory costs for all current and historical periods presented.
Other Expense (Income), Net	Other Expense (Income), Net Other expense (income), net includes the impact of foreign currency remeasurement, realized and unrealized gains on investment securities and all other non-operating items not included in other financial statement lines.

Revenue, Deferred Revenue, De_2

Revenue, Deferred Revenue, Deferred Costs and Other (Tables)	9 Months Ended
	Sep. 30, 2021
Revenue, Deferred Revenue, Deferred Costs and Other
Schedule of disaggregation of revenue	The following table presents the Company’s revenues disaggregated by revenue source (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2021 2020 2021 2020 Access Fees Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ $ 413,594 ​ $ 194,622 ​ $ 1,161,084 ​ $ 454,582 ​ International ​ ​ 37,989 ​ ​ 31,997 ​ ​ 112,699 ​ ​ 91,261 ​ Total ​ ​ 451,583 ​ ​ 226,619 ​ ​ 1,273,783 ​ ​ 545,843 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Visit Fee Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 59,863 ​ 50,948 ​ 173,399 ​ 152,944 ​ International ​ ​ 116 ​ ​ 96 ​ ​ 368 ​ ​ 705 ​ Total ​ ​ 59,979 ​ ​ 51,044 ​ ​ 173,767 ​ ​ 153,649 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 9,583 ​ ​ 10,299 ​ ​ 29,617 ​ ​ 10,299 ​ International ​ ​ 513 ​ ​ 850 ​ ​ 1,305 ​ ​ 850 ​ Total ​ ​ 10,096 ​ ​ 11,149 ​ ​ 30,922 ​ ​ 11,149 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenues ​ $ 521,658 ​ $ 288,812 ​ $ 1,478,472 ​ $ 710,641 ​ ​ ​
Schedule of deferred costs and other	Deferred costs and other, consist of deferred device cost and deferred contract cost, which are classified as a component of Prepaid expenses and other current assets or Other assets depending on term, consist of the following as of September 30, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ ​ September 30, ​ December 31, ​ ​ 2021 ​ 2020 ​ Deferred costs and other, current ​ $ 20,243 ​ $ 3,468 ​ Deferred costs and other, noncurrent ​ ​ 7,788 ​ ​ 2,179 ​ Total deferred costs and other ​ $ 28,031 ​ $ 5,647 ​ ​ Deferred costs and other activity are as follows (in thousands): ​ ​ ​ ​ ​ ​ Deferred Costs and Other Beginning balance as of December 31, 2020 ​ $ 5,647 Additions ​ ​ 34,554 Cost of revenue recognized ​ ​ (12,170) Ending balance as of September 30, 2021 ​ $ 28,031

Business Acquisitions (Tables)

Business Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2021
Business Acquisitions
Summary of identifiable assets acquired and liabilities assumed	Identifiable assets acquired and liabilities assumed (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Livongo InTouch ​ Purchase price, net of cash acquired ​ $ 13,876,931 ​ $ 1,069,759 ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ 80,084 ​ ​ 16,986 ​ ​ Short term investment ​ ​ 52,500 ​ ​ 0 ​ ​ Inventory ​ ​ 24,299 ​ ​ 8,492 ​ ​ Property and equipment, net ​ ​ 8,952 ​ ​ 11,366 ​ ​ Right of use assets ​ ​ 15,056 ​ ​ 4,965 ​ ​ Other assets ​ ​ 17,337 ​ ​ 2,541 ​ ​ Client relationships ​ ​ 1,050,000 ​ ​ 164,580 ​ ​ Technology ​ ​ 300,000 ​ ​ 29,190 ​ ​ Trademarks ​ ​ 250,000 ​ ​ 32,630 ​ ​ Advances from financing companies ​ ​ 0 ​ ​ (26,012) ​ ​ Accounts payable ​ ​ (119,302) ​ ​ (5,589) ​ ​ Deferred revenue ​ ​ (997) ​ ​ (20,729) ​ ​ Convertible notes ​ ​ (453,417) ​ ​ 0 ​ ​ Deferred taxes ​ ​ (37,980) ​ ​ (30,102) ​ ​ Lease liabilities ​ ​ (18,834) ​ ​ (5,495) ​ ​ Other liabilities ​ ​ (46,606) ​ ​ (13,042) ​ ​ Goodwill ​ $ 12,755,839 ​ $ 899,978 ​ ​
Schedule of unaudited pro forma revenue and net loss	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unaudited Pro Forma ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ (in thousands) 2020 ​ 2020 Revenue ​ $ 395,519 ​ $ 1,026,957 ​ Net loss ​ $ (93,149) ​ $ (778,287) ​

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2021
Inventories
Schedule of inventories	Inventories consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ 2021 2020 Raw materials and purchased parts ​ $ 21,836 ​ $ 19,591 ​ Work in process ​ ​ 501 ​ ​ 1,431 ​ Finished goods ​ 34,600 ​ 35,476 ​ Total inventories ​ $ 56,937 ​ $ 56,498 ​

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	9 Months Ended
	Sep. 30, 2021
Intangible Assets, Net
Schedule of finite lived intangible assets	Intangible assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ Useful ​ ​ Accumulated Net Carrying ​ Useful Life ​ ​ ​ Life ​ Gross Value ​ Amortization ​ Value (Years) ​ September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,467,396 ​ $ (174,523) ​ $ 1,292,873 ​ 14.8 ​ Non-compete agreements 1.5 to 5 years 5,008 ​ (5,008) ​ 0 ​ ​ ​ Trademarks ​ 3 to 15 years ​ ​ 326,594 ​ ​ (38,075) ​ ​ 288,519 ​ 9.7 ​ Patents ​ 3 years ​ ​ 200 ​ ​ (200) ​ ​ 0 ​ ​ ​ Capitalized software development costs 3 to 5 years 97,779 ​ ​ (35,717) ​ ​ 62,062 ​ 2.7 ​ Technology ​ 5 to 7 years ​ ​ 342,039 ​ ​ (53,481) ​ ​ 288,558 ​ 5.9 ​ Intangible assets, net ​ ​ ​ $ 2,239,016 ​ $ (307,004) ​ $ 1,932,012 ​ 12.3 ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,460,648 ​ $ (100,844) ​ $ 1,359,804 ` 15.4 ​ Non-compete agreements 1.5 to 5 years 5,097 ​ ​ (4,872) ​ ​ 225 ​ 0.4 ​ Trademarks ​ 3 to 15 years ​ ​ 326,786 ​ ​ (15,576) ​ ​ 311,210 ​ 10.5 ​ Patents ​ 3 years ​ ​ 200 ​ ​ (200) ​ ​ 0 ​ ​ ​ Capitalized software development costs 3 to 5 years 52,518 ​ ​ (24,771) ​ ​ 27,747 ​ 2.8 ​ Technology ​ 5 to 7 years ​ ​ 338,150 ​ ​ (16,272) ​ ​ 321,878 ​ 6.6 ​ Intangible assets, net ​ ​ ​ $ 2,183,399 ​ $ (162,535) ​ $ 2,020,864 ​ 13.1 ​

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
	Sep. 30, 2021
Goodwill
Summary of goodwill	Goodwill consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ ​ 2021 2020 ​ Beginning balance as of December 31, 2020 and 2019, respectively ​ $ 14,581,255 ​ $ 746,079 ​ Additions associated with acquisitions ​ ​ 61,157 ​ ​ 13,812,198 ​ Purchase consideration adjustments (see Note 4) ​ ​ (55,801) ​ ​ 0 ​ Deferred tax adjustments (see Note 4) ​ ​ (101,536) ​ ​ 0 ​ Cumulative translation adjustment ​ (14,676) ​ 22,978 ​ Ending balance as of September 30, 2021 and December 31, 2020, respectively ​ $ 14,470,399 ​ $ 14,581,255 ​

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2021
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 September 30, As of December 31, ​ ​ 2021 2020 Professional fees ​ $ 2,726 ​ $ 4,717 ​ Consulting fees/provider fees ​ 16,253 ​ ​ 23,167 ​ Client performance guarantees ​ ​ 8,817 ​ ​ 7,215 ​ Interest payable ​ ​ 5,811 ​ ​ 2,049 ​ Income tax payable ​ ​ 1,385 ​ ​ 1,627 ​ Insurance ​ ​ 6,272 ​ ​ 3,139 ​ Marketing ​ ​ 5,733 ​ ​ 2,815 ​ Operating lease liabilities - current ​ ​ 13,148 ​ ​ 11,438 ​ Earnout ​ ​ 0 ​ ​ 4,514 ​ Acquisition & Integration ​ ​ 4,212 ​ ​ 1,036 ​ Franchise and Sales Taxes ​ ​ 5,802 ​ ​ 2,099 ​ Device Replacement Cost ​ ​ 6,263 ​ ​ 0 ​ Other ​ 29,831 ​ ​ 19,841 ​ Total ​ $ 106,252 ​ $ 83,657 ​

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ 823,828 ​ $ 0 ​ $ 0 ​ $ 823,828 Short-term investments ​ $ 0 ​ $ 2,538 ​ $ 0 ​ $ 2,538 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ 733,324 ​ $ 0 ​ $ 0 ​ $ 733,324 Short-term investments ​ $ 0 ​ $ 53,245 ​ $ 0 ​ $ 53,245 Equity securities without readily determinable fair values ​ $ 0 ​ $ 5,000 ​ $ 0 ​ $ 5,000 Contingent liability ​ $ 0 ​ $ 0 ​ $ 4,514 ​ $ 4,514
Schedule of change in fair value of the Company's equity securities without readily determinable fair values:	The change in fair value of the Company’s equity securities without readily determinable fair values was as follows: ​ ​ ​ ​ Fair value and historical cost basis at December 31, 2020 ​ $ 5,000 Upward adjustment due to observable price change in identical securities ​ 5,901 Sale of investment ​ ​ (10,901) Fair value at September 30, 2021 ​ $ 0
Schedule of reconciliation of company's Level 3 liabilities	​ ​ ​ ​ ​ Fair value at December 31, 2020 ​ $ 4,514 Payments ​ (4,367) Change in fair value ​ 0 Currency translation adjustment ​ ​ (147) Fair value at September 30, 2021 ​ $ 0

Leasing Operations (Tables)

Leasing Operations (Tables)	9 Months Ended
	Sep. 30, 2021
Leasing Operations
Schedule of future minimum lease payments	​ ​ ​ ​ ​ ​ ​ As of Operating Leases: ​ September 30, 2021 2021 $ 14,594 ​ 2022 ​ ​ 14,872 ​ 2023 ​ ​ 10,927 ​ 2024 ​ ​ 7,233 ​ 2025 ​ ​ 6,028 ​ 2026 and thereafter ​ ​ 13,997 ​ Total future minimum payments ​ $ 67,651 ​

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	9 Months Ended
	Sep. 30, 2021
Convertible Senior Notes
Summary of the Notes	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2027 Notes 2025 Notes Livongo Notes Interest Rate Per Year ​ 1.25 % ​ 1.375 % ​ 0.875 % Fair Value as of September 30, 2021 (in millions) $ 970.5 ​ $ 2.1 ​ $ 710.6 ​ Maturity Date ​ June 1, 2027 ​ ​ May 15, 2025 ​ ​ June 1, 2025 ​ Optional Redemption Date ​ June 5, 2024 ​ ​ May 22, 2022 ​ ​ June 5, 2023 ​ Conversion Date ​ December 1, 2026 ​ ​ November 15, 2024 ​ ​ March 1, 2025 ​ Conversion Rate Per $1,000 Principal Amount as of September 30, 2021 ​ 4.1258 ​ ​ 18.6621 ​ ​ 13.94 ​ Remaining Contractual Life as of September 30, 2021 ​ 5.7 years ​ ​ 3.6 years ​ ​ 3.7 years ​
Schedule of total interest expense recognized related to the Notes	The following table sets forth total interest expense recognized related to the Notes (and in the case of the Livongo Notes, subsequent to the acquisition of Livongo) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ ​ September 30, ​ 2027 Notes: ​ 2021 ​ ​ 2020 ​ ​ ​ 2021 ​ 2020 ​ Contractual interest expense ​ $ 3,125 ​ $ 3,125 ​ ​ $ 9,375 ​ $ 4,618 ​ Amortization of debt discount ​ 9,370 ​ ​ 8,989 ​ ​ 27,592 ​ 12,911 ​ Total ​ $ 12,495 ​ $ 12,114 ​ ​ $ 36,967 ​ $ 17,529 ​ Effective interest rate of the liability component ​ 3.4 % ​ 3.4 % ​ ​ 3.4 % 3.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ September 30, ​ 2025 Notes: ​ ​ 2021 ​ ​ 2020 ​ ​ ​ 2021 ​ 2020 ​ Contractual interest expense ​ $ 10 ​ $ 971 ​ ​ $ 1,080 ​ $ 2,947 ​ Amortization of debt discount ​ 48 ​ ​ 3,170 ​ ​ 4,546 ​ 9,379 ​ Total ​ $ 58 ​ $ 4,141 ​ ​ $ 5,626 ​ $ 12,326 ​ Effective interest rate of the liability component ​ ​ 4.7 % ​ 7.9 % ​ ​ 4.7 % ​ 7.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ September 30, ​ ​ ​ ​ ​ September 30, ​ ​ ​ ​ Livongo Notes: ​ 2021 ​ ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ Contractual interest expense ​ $ 1,203 ​ ​ ​ ​ ​ $ 3,609 ​ ​ ​ ​ Amortization of debt discount ​ 4,858 ​ ​ ​ ​ ​ 14,389 ​ ​ ​ ​ Total ​ $ 6,061 ​ ​ ​ ​ ​ $ 17,998 ​ ​ ​ ​ Effective interest rate of the liability component ​ ​ 5.2 % ​ ​ ​ ​ ​ 5.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ September 30, ​ 2022 Notes: ​ ​ 2021 ​ ​ 2020 ​ ​ ​ 2021 ​ 2020 ​ Contractual interest expense ​ $ 0 ​ $ 351 ​ ​ $ 116 ​ $ 3,696 ​ Amortization of debt discount ​ 0 ​ ​ 650 ​ ​ 316 ​ 6,940 ​ Total ​ $ 0 ​ $ 1,001 ​ ​ $ 432 ​ $ 10,636 ​ Effective interest rate of the liability component ​ ​ ​ ​ ​ 10.0 % ​ ​ 3.0 % ​ 10.0 %

Advances from Financing Compa_2

Advances from Financing Companies (Tables)	9 Months Ended
	Sep. 30, 2021
Advances from Financing Companies
Schedule of client lease payments to third party financing companies	Client lease payments to third party financing companies will reduce the advances from financing companies as of September 30, 2021 by year as follows (in thousands): ​ ​ ​ ​ ​ ​ As of September 30, ​ ​ 2021 ​ 2021 ​ $ 3,763 ​ 2022 ​ ​ 11,718 ​ 2023 ​ ​ 5,491 ​ 2024 ​ ​ 1,031 ​ ​ ​ $ 22,003 ​

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2021
Common Stock and Stockholders'Equity
Summary of stock option activity under the Plan	Activity under the Plans was 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, 2020 ​ 5,826,685 ​ $ 17.19 5.31 ​ $ 1,064,944 ​ Stock option grants ​ 35,740 ​ $ 162.38 N/A ​ ​ ​ ​ Stock options exercised ​ (2,120,943) ​ $ 10.79 N/A ​ $ (409,182) ​ Stock options forfeited ​ (90,583) ​ $ 30.03 N/A ​ ​ ​ ​ Balance at September 30, 2021 ​ 3,650,899 ​ $ 21.96 5.57 ​ $ 386,390 ​ Vested or expected to vest at September 30, 2021 ​ 3,650,899 ​ $ 21.96 7.10 ​ $ 35,607 ​ Exercisable at September 30, 2021 ​ 3,243,849 ​ $ 18.84 5.37 ​ $ 350,848 ​
Assumptions used for estimate of fair value of options	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2021 2020 Volatility ​ 56.52% - 58.14% ​ ​ 46.1% - 56.0% ​ Expected term (in years) ​ 4.1 ​ ​ 4.1 ​ Risk-free interest rate ​ 0.31% - 0.70% ​ ​ 0.27%-1.64% ​ Dividend yield ​ 0 ​ ​ 0 ​ Weighted-average fair value of underlying stock options ​ $ 72.46 ​ $ 49.21 ​
Schedule of activity under the RSUs	Activity under RSUs was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ RSUs Fair Value Per RSU Balance at December 31, 2020 ​ 3,550,595 ​ $ 162.11 Granted 650,335 ​ $ 192.86 Vested and issued ​ (1,222,550) ​ $ 131.65 Forfeited ​ (681,510) ​ $ 183.98 Balance at September 30, 2021 2,296,870 ​ $ 175.60 Vested and unissued at September 30, 2021 ​ 13,755 ​ $ 50.90 Non-vested at September 30, 2021 ​ 2,283,115 ​ $ 175.60
Schedule of activity under the PSUs	Activity under PSUs was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ Shares Fair Value Per PSU Balance at December 31, 2020 ​ 429,319 ​ $ 76.60 Granted 531,309 ​ $ 132.66 Vested and issued ​ (268,201) ​ $ 74.33 Forfeited ​ (26,730) ​ $ 153.05 Balance at September 30, 2021 665,697 ​ $ 119.07 Vested and unissued at September 30, 2021 ​ 0 ​ $ 0 Non-vested at September 30, 2021 ​ 665,697 ​ $ 119.07
Components of operating expense charged for compensation cost expense	Total compensation costs for stock-based awards were recorded as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ ​ 2021 2020 2021 2020 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) ​ $ 2,162 ​ $ 128 ​ $ 6,310 ​ $ 128 ​ ​ Advertising and marketing ​ ​ 5,244 ​ ​ 1,644 ​ ​ 15,141 ​ ​ 4,447 ​ ​ Sales ​ 17,518 ​ 3,275 ​ 57,638 ​ 9,465 ​ ​ Technology and development ​ 22,910 ​ 2,622 ​ 77,335 ​ 7,285 ​ ​ General and administrative ​ 23,867 ​ 13,239 ​ 84,547 ​ 39,826 ​ ​ Total stock-based compensation expense (1) ​ $ 71,701 ​ $ 20,908 ​ $ 240,971 ​ $ 61,151 ​ ​ (1) Excluding the amount capitalized related to internal software development projects.

Basis of Presentation and Pri_3

Basis of Presentation and Principles of Consolidation - VIE (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)item	Sep. 30, 2020USD ($)	Jun. 30, 2021USD ($)	Dec. 31, 2020USD ($)	Jun. 30, 2020USD ($)	Dec. 31, 2019USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs | item			3
Number of professional corporations consolidated as VIEs | item			13
Revenue	$ 521,658	$ 288,812	$ 1,478,472	$ 710,641
Net (loss) income	(84,340)	(35,884)	(417,808)	(91,169)
Assets	17,652,579		17,652,579			$ 17,755,281
(Equity) deficit	(15,987,582)	(2,231,036)	(15,987,582)	(2,231,036)	$ (16,001,070)	(15,883,804)	$ (1,294,929)	$ (1,014,025)
Primary beneficiary
Variable interest entity
Revenue	56,200	48,900	161,900	149,100
Net (loss) income	100	$ (700)	(3,000)	$ 100
Assets	31,000		31,000			28,700
Liabilities	71,000		71,000			65,800
(Equity) deficit	$ 40,100		$ 40,100			$ 37,100

Revenue, Deferred Revenue, De_3

Revenue, Deferred Revenue, Deferred Costs and Other - Other Disclosures (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Product and Service Concentration Risk | Revenue from Contract with Customer | Access Fees Revenue
Revenue, Deferred Revenue, Deferred Costs and Other
Concentration risk (as a percent)	87.00%	78.00%	86.00%	77.00%

Revenue, Deferred Revenue, De_4

Revenue, Deferred Revenue, Deferred Costs and Other - Disaggregation and Other (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Revenue
Revenue	$ 521,658	$ 288,812	$ 1,478,472	$ 710,641
Accounts receivable, net of allowance for doubtful accounts	178,072		178,072		$ 169,281
Deferred revenue	76,900		76,900		$ 51,600
Net increase in deferred revenue			21,800	36,800
Revenue recognized, included in deferred revenue balance at beginning of period	47,200	18,900	48,500	10,600
Access Fees Revenue
Revenue
Revenue	451,583	226,619	1,273,783	545,843
Access Fees Revenue | United States
Revenue
Revenue	413,594	194,622	1,161,084	454,582
Access Fees Revenue | Foreign.
Revenue
Revenue	37,989	31,997	112,699	91,261
Visit Fee Revenue
Revenue
Revenue	59,979	51,044	173,767	153,649
Visit Fee Revenue | Foreign.
Revenue
Revenue	116	96	368	705
Other
Revenue
Revenue	10,096	11,149	30,922	11,149
Other | United States
Revenue
Revenue	9,583	10,299	29,617	10,299
Other | Foreign.
Revenue
Revenue	513	850	1,305	850
Paid Visits | United States
Revenue
Revenue	$ 59,863	$ 50,948	$ 173,399	$ 152,944

Revenue, Deferred Revenue, De_5

Revenue, Deferred Revenue, Deferred Costs and Other - Revenue Remaining Performance Obligation (Details) $ in Millions	Sep. 30, 2021USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 48.5
Period of performance obligation	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 15.4
Period of performance obligation	1 year

Revenue, Deferred Revenue, De_6

Revenue, Deferred Revenue, Deferred Costs and Other - Deferred Cost and Other (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Deferred Device Cost And Other
Deferred costs and other, current	$ 20,243	$ 3,468
Deferred costs and other, noncurrent	7,788	2,179
Total Deferred cost and other	$ 28,031	$ 5,647

Revenue, Deferred Revenue, De_7

Revenue, Deferred Revenue, Deferred Costs and Other - Deferred Cost and Other Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Change in Deferred Device Cost And Other
Beginning balance	$ 5,647
Additions	34,554
Cost of revenue recognized	(12,170)
Ending Balance	$ 28,031

Business Acquisitions - Transac

Business Acquisitions - Transactions (Details) $ / shares in Units, $ in Thousands	Jan. 04, 2021USD ($)	Oct. 30, 2020USD ($)$ / sharesshares	Jul. 01, 2020USD ($)shares	Sep. 30, 2021USD ($)	Mar. 31, 2021USD ($)shares	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Business acquisition
Goodwill				$ 14,470,399		$ 14,470,399		$ 14,581,255	$ 746,079
Cash paid for acquisition, net						75,944	$ 159,663
Measurement period increase (reduction) to goodwill						$ (101,536)		$ 0
Consultant Connect
Business acquisition
Total consideration	$ 56,300
Goodwill	47,300
Consultant Connect | Client relationships
Business acquisition
Finite-lived intangibles	9,800
Consultant Connect | Technology
Business acquisition
Finite-lived intangibles	1,900
Consultant Connect | Brand
Business acquisition
Finite-lived intangibles	$ 600
Livongo Health
Business acquisition
Total consideration					$ 13,876,900
Merger, conversion of common shares ratio		0.5920
Merger, conversion price (in dollars per share) | $ / shares		$ 4.24
Merger, special cash dividend | $ / shares		$ 7.09
Goodwill		$ 12,755,839
Initial consideration		13,938,000
Initial cash consideration		401,000
Cash paid for acquisition, net					380,200
Debt incurred upon acquisition					$ 555,400
Amount related to conversion feature of the Livongo Notes guaranteed by the Company		$ 555,400
Initial equity consideration (in shares) | shares		60,400,000
Initial equity consideration		$ 12,981,600
Equity consideration (in shares) | shares					60,200,000
Equity consideration					$ 12,941,300
Acquisition related costs		59,000
Excess shares identified | shares					205,279
Excess shares not withheld | shares					85,481
Merger-related cash payments identified as cash overpayments					$ 5,600
Excess shares cancelled | shares					205,279
Increase to receivables					$ 20,800
Decrease to stockholders' equity					(40,300)
Measurement period increase (reduction) to goodwill				5,000	(106,500)
Increase (decrease) to goodwill				$ 6,300	$ (61,100)
Livongo Health | Client relationships
Business acquisition
Finite-lived intangibles		1,050,000
Livongo Health | Technology
Business acquisition
Finite-lived intangibles		$ 300,000
InTouch
Business acquisition
Goodwill			$ 899,978
Initial consideration			1,078,500
Initial cash consideration			160,700
Cash acquired			$ 1,100
Initial equity consideration (in shares) | shares			4,600,000
Initial equity consideration			$ 918,800
Acquisition related costs			12,500
InTouch | Client relationships
Business acquisition
Finite-lived intangibles			164,580
InTouch | Technology
Business acquisition
Finite-lived intangibles			$ 29,190

Business Acquisitions - Assets

Business Acquisitions - Assets Acquired, Liabilities Assumed, Pro forma (Details) - USD ($) $ in Thousands	Oct. 30, 2020	Jul. 01, 2020	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Less:
Goodwill					$ 14,470,399	$ 14,581,255	$ 746,079
Livongo Health
Identifiable assets acquired and liabilities assumed:
Purchase price, net of cash acquired	$ 13,876,931
Less:
Accounts receivable	80,084
Short term investment	52,500
Inventory	24,299
Property and equipment, net	8,952
Right of use assets	15,056
Other assets	17,337
Advances from financing companies	0
Accounts payable	(119,302)
Deferred revenue	(997)
Convertible notes	(453,417)
Deferred taxes	(37,980)
Lease liabilities	(18,834)
Other liabilities	(46,606)
Goodwill	12,755,839
Livongo Health | Client relationships
Less:
Finite-lived intangibles	1,050,000
Livongo Health | Technology
Less:
Finite-lived intangibles	300,000
Livongo Health | Trademarks
Less:
Finite-lived intangibles	$ 250,000
InTouch
Identifiable assets acquired and liabilities assumed:
Purchase price, net of cash acquired		$ 1,069,759
Less:
Accounts receivable		16,986
Short term investment		0
Inventory		8,492
Property and equipment, net		11,366
Right of use assets		4,965
Other assets		2,541
Advances from financing companies		(26,012)
Accounts payable		(5,589)
Deferred revenue		(20,729)
Convertible notes		0
Deferred taxes		(30,102)
Lease liabilities		(5,495)
Other liabilities		(13,042)
Goodwill		899,978
Pro forma information
Revenue			$ 395,519	$ 1,026,957
Net loss			$ (93,149)	$ (778,287)
InTouch | Client relationships
Less:
Finite-lived intangibles		164,580
InTouch | Technology
Less:
Finite-lived intangibles		29,190
InTouch | Trademarks
Less:
Finite-lived intangibles		$ 32,630

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Inventories
Raw materials and purchased parts	$ 21,836	$ 19,591
Work in process	501	1,431
Finished goods	34,600	35,476
Total inventories	$ 56,937	$ 56,498

Intangible Assets, Net - Summar

Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Intangible assets
Gross Value	$ 2,239,016		$ 2,239,016		$ 2,183,399
Accumulated Amortization	(307,004)		(307,004)		(162,535)
Net Carrying Value	1,932,012		1,932,012		$ 2,020,864
Amortization expense for intangible assets	49,600	$ 11,700	$ 145,300	$ 29,600
Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			12 years 3 months 18 days		13 years 1 month 6 days
Client relationships
Intangible assets
Gross Value	1,467,396		$ 1,467,396		$ 1,460,648
Accumulated Amortization	(174,523)		(174,523)		(100,844)
Net Carrying Value	1,292,873		$ 1,292,873		$ 1,359,804
Client relationships | Minimum
Intangible assets
Useful life			2 years		2 years
Client relationships | Maximum
Intangible assets
Useful life			20 years		20 years
Client relationships | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			14 years 9 months 18 days		15 years 4 months 24 days
Non-compete agreements
Intangible assets
Gross Value	5,008		$ 5,008		$ 5,097
Accumulated Amortization	(5,008)		(5,008)		(4,872)
Net Carrying Value	0		$ 0		$ 225
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
Non-compete agreements | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life					4 months 24 days
Trademarks
Intangible assets
Gross Value	326,594		$ 326,594		$ 326,786
Accumulated Amortization	(38,075)		(38,075)		(15,576)
Net Carrying Value	288,519		$ 288,519		$ 311,210
Trademarks | Minimum
Intangible assets
Useful life			3 years		3 years
Trademarks | Maximum
Intangible assets
Useful life			15 years		15 years
Trademarks | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			9 years 8 months 12 days		10 years 6 months
Patents
Intangible assets
Gross Value	200		$ 200		$ 200
Accumulated Amortization	(200)		$ (200)		(200)
Net Carrying Value					$ 0
Useful life			3 years		3 years
Capitalized software development costs
Intangible assets
Gross Value	97,779		$ 97,779		$ 52,518
Accumulated Amortization	(35,717)		(35,717)		(24,771)
Net Carrying Value	62,062		$ 62,062		$ 27,747
Capitalized software development costs | Minimum
Intangible assets
Useful life			3 years		3 years
Capitalized software development costs | Maximum
Intangible assets
Useful life			5 years		5 years
Capitalized software development costs | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			2 years 8 months 12 days		2 years 9 months 18 days
Technology
Intangible assets
Gross Value	342,039		$ 342,039		$ 338,150
Accumulated Amortization	(53,481)		(53,481)		(16,272)
Net Carrying Value	$ 288,558		$ 288,558		$ 321,878
Technology | Minimum
Intangible assets
Useful life			5 years
Technology | Maximum
Intangible assets
Useful life			7 years
Technology | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life			5 years 10 months 24 days		6 years 7 months 6 days

Goodwill (Details)

Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Goodwill
Beginning balance	$ 14,581,255	$ 746,079
Additions associated with acquisitions	61,157	13,812,198
Purchase consideration adjustments	(55,801)	0
Deferred tax adjustments	(101,536)	0
Cumulative translation adjustment	(14,676)	22,978
Goodwill	$ 14,470,399	$ 14,581,255

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued Expenses and Other Current Liabilities
Professional fees	$ 2,726	$ 4,717
Consulting fees/provider fees	16,253	23,167
Client performance guarantees	8,817	7,215
Interest payable	5,811	2,049
Income tax payable	1,385	1,627
Insurance	6,272	3,139
Marketing	5,733	2,815
Operating lease liabilities - current	13,148	11,438
Earnout	0	4,514
Acquisition & Integration	4,212	1,036
Franchise and Sales Taxes	5,802	2,099
Device Replacement Cost	6,263	0
Other	29,831	19,841
Total	$ 106,252	$ 83,657

Fair Value Measurements - Recur

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Fair Value
Short-term investments	$ 2,538		$ 2,538		$ 53,245
Equity securities without readily determinable fair values	0		0		5,000
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	0	$ 0	0	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0	0	0	0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0	0	0	0
Fair value assets level 3 net transfers	0	0	0	0
Fair value liabilities level 3 net transfers	0	$ 0	0	$ 0
Recurring
Fair Value
Cash and cash equivalents	823,828		823,828		733,324
Short-term investments	2,538		2,538		53,245
Equity securities without readily determinable fair values					5,000
Contingent liability					4,514
Level 1 | Recurring
Fair Value
Cash and cash equivalents	823,828		823,828		733,324
Short-term investments	0		0		0
Equity securities without readily determinable fair values					0
Contingent liability					0
Level 2 | Recurring
Fair Value
Cash and cash equivalents	0		0		0
Short-term investments	2,538		2,538		53,245
Equity securities without readily determinable fair values					5,000
Contingent liability					0
Level 3 | Recurring
Fair Value
Cash and cash equivalents	0		0		0
Short-term investments	$ 0		$ 0		0
Equity securities without readily determinable fair values					0
Contingent liability					$ 4,514

Fair Value Measurements - Equit

Fair Value Measurements - Equity Securities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Change in fair value of the Company's equity securities without readily determinable fair values:
Fair value and historical cost basis at December 31, 2020	$ 5,000
Upward adjustment due to observable price change in identical securities	5,901
Sale of investment	(10,901)
Fair value at September 30, 2021	$ 0

Fair Value Measurements - Level

Fair Value Measurements - Level 3 (Details) - Contingent Liability $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Reconciliation of Level 3 liabilities
Fair value at beginning of period	$ 4,514
Payments	(4,367)
Change in fair value	0
Currency translation adjustment	(147)
Fair value at end of period	$ 0

Leasing Operations - Other (Det

Leasing Operations - Other (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Leases and Contractual Obligations
Operating lease - right-of-use assets	$ 47,935	$ 46,647
Options to extend	true
Minimum
Leases and Contractual Obligations
Remaining lease terms	1 year
Options to extend lease terms	1 year
Lessor lease term	2 years
Maximum
Leases and Contractual Obligations
Remaining lease terms	7 years
Options to extend lease terms	5 years
Lessor lease term	5 years

Leasing Operations - Future Min

Leasing Operations - Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2021USD ($)
Future minimum lease payments under non cancelable operating leases:
2021	$ 14,594
2022	14,872
2023	10,927
2024	7,233
2025	6,028
2026	13,997
Total future minimum payments	$ 67,651

Convertible Senior Notes - Outs

Convertible Senior Notes - Outstanding Convertible Senior Notes - Issuances (Details) - USD ($) $ in Thousands	May 19, 2020	May 08, 2018	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Oct. 31, 2020	Jun. 27, 2017
2027 Notes
Convertible Senior Notes
Face amount	$ 1,000,000		$ 1,000,000		$ 1,000,000
Interest rate (as a percent)	1.25%
Net proceeds from issuance of Notes	$ 975,900		0	$ 1,000,000
Offering costs	$ 24,100		0	$ 24,070
2025 Notes
Convertible Senior Notes
Face amount		$ 287,500	882		276,788
Interest rate (as a percent)		1.375%
Net proceeds from issuance of Notes		$ 279,100
Offering costs		$ 8,400
Livongo Notes
Convertible Senior Notes
Face amount			550,000		550,000	$ 550,000
Interest rate (as a percent)						0.875%
2022 Notes
Convertible Senior Notes
Face amount			$ 0		$ 46,762		$ 275,000
Interest rate (as a percent)							3.00%

Convertible Senior Notes - Cert

Convertible Senior Notes - Certain terms of the Notes (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
2027 Notes
Convertible Senior Notes
Interest Rate Per Year	1.25%
Fair value	$ 970,500,000
Conversion Rate Per $1,000 Principal Amount | $ / shares	$ 0.00413
Remaining contractual life	5 years 8 months 12 days
2025 Notes
Convertible Senior Notes
Interest Rate Per Year	1.375%
Fair value	$ 2,100,000
Conversion Rate Per $1,000 Principal Amount | $ / shares	$ 0.01866
Remaining contractual life	3 years 7 months 6 days
Livongo Notes
Convertible Senior Notes
Interest Rate Per Year	0.875%
Fair value	$ 710,600,000
Conversion Rate Per $1,000 Principal Amount | $ / shares	$ 0.01394
Remaining contractual life	3 years 8 months 12 days
Notes
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument	$ 1,000

Convertible Senior Notes - Term

Convertible Senior Notes - Terms (Details) $ / shares in Units, shares in Millions	9 Months Ended
	Sep. 30, 2021USD ($)D$ / sharesshares
2027 Notes
Convertible Senior Notes
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 0.00413
Convertible debt, equity component | $	$ 286,000,000
2025 Notes
Convertible Senior Notes
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 0.01866
Convertible debt, equity component | $	$ 91,400,000
Livongo Notes
Convertible Senior Notes
Convertible debt, number of consecutive trading days, measurement period	5
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 0.01394
Convertible debt, Reference property rate	0.5920
Convertible debt, Reference property , conversion price (in dollars per share) | $ / shares	$ 4.24
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion	40
Percentage of principal for repurchase price (as percent)	100
2022 Notes
Convertible Senior Notes
Convertible debt, equity component | $	$ 62,400,000
Debt term	5 years 6 months
Notes
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument | $	$ 1,000
Convertible debt, threshold, trading days	20
Convertible debt, threshold, consecutive trading days	30
Minimum percentage of common stock price as a percentage of the conversion price	130.00%
Convertible debt, number of business days, measurement period	5
Convertible debt, number of consecutive trading days, measurement period	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%
Shares reserved for issuance (in shares) | shares	8.7
Debt term	7 years
2027 Notes, 2025 Notes and the 2022 Notes
Convertible Senior Notes
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion	25

Convertible Senior Notes - Ou_2

Convertible Senior Notes - Outstanding Convertible Senior Notes - Summary (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Oct. 31, 2020	May 19, 2020	May 08, 2018	Jun. 27, 2017
2027 Notes
Convertible Senior Notes
Principal	$ 1,000,000		$ 1,000,000		$ 1,000,000		$ 1,000,000
Less: Debt discount, net	(260,324)		(260,324)		(287,916)
Net carrying amount	739,676		739,676		712,084
Interest Expense
Contractual interest expense	3,125	$ 3,125	9,375	$ 4,618
Amortization of debt discount	9,370	8,989	27,592	12,911
Total	$ 12,495	$ 12,114	$ 36,967	$ 17,529
Effective interest rate of the liability component (as a percent)	3.40%	3.40%	3.40%	3.40%
2025 Notes
Convertible Senior Notes
Principal	$ 882		$ 882		276,788			$ 287,500
Less: Debt discount, net	(215)		(215)		(65,923)
Net carrying amount	667		667		210,865
Interest Expense
Contractual interest expense	10	$ 971	1,080	$ 2,947
Amortization of debt discount	48	3,170	4,546	9,379
Total	$ 58	$ 4,141	$ 5,626	$ 12,326
Effective interest rate of the liability component (as a percent)	4.70%	7.90%	4.70%	7.90%
Livongo Notes
Convertible Senior Notes
Principal	$ 550,000		$ 550,000		550,000	$ 550,000
Less: Debt discount, net	(78,968)		(78,968)		(93,357)
Net carrying amount	471,032		471,032		456,643
Interest Expense
Contractual interest expense	1,203		3,609
Amortization of debt discount	4,858		14,389
Total	$ 6,061		$ 17,998
Effective interest rate of the liability component (as a percent)	5.20%		5.20%
2022 Notes
Convertible Senior Notes
Principal	$ 0		$ 0		46,762				$ 275,000
Less: Debt discount, net	0		0		(4,202)
Net carrying amount	$ 0		0		$ 42,560
Interest Expense
Contractual interest expense		$ 351	116	$ 3,696
Amortization of debt discount		650	316	6,940
Total		$ 1,001	$ 432	$ 10,636
Effective interest rate of the liability component (as a percent)		10.00%	3.00%	10.00%

Convertible Senior Notes - Exch

Convertible Senior Notes - Exchange/Redemption of Convertible Senior Notes Due (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended			9 Months Ended
	Aug. 31, 2021	Mar. 31, 2021	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Convertible Senior Notes
Loss on extinguishment of debt			$ 850		$ 1,227	$ 43,728	$ 8,978
2025 Notes
Convertible Senior Notes
Shares issued for conversion/exchange of debt	95,347					5,200,000
Principal amount of debt exchanged for shares of the Company's common stock in private placement transactions	$ 5,100
Loss on extinguishment of debt			$ 800			$ 40,300
2022 Notes
Convertible Senior Notes
Shares issued for conversion/exchange of debt		1,100,000
Cash exchanged, redemption of convertible notes		$ 100
Loss on extinguishment of debt				$ 3,400

Advances from Financing Compa_3

Advances from Financing Companies (Details) $ in Thousands	Sep. 30, 2021USD ($)
2021	$ 3,763
2022	11,718
2023	5,491
2024	1,031
Total	$ 22,003
Minimum
Advances from financing companies, interest rate (as a percent)	3.35%
Maximum
Advances from financing companies, interest rate (as a percent)	9.89%

Common Stock and Stockholders_3

Common Stock and Stockholders' Equity - Capitalization (Details) - shares	Sep. 30, 2021	Dec. 31, 2020	Oct. 30, 2020	Oct. 29, 2020
Common Stock and Stockholders'Equity
Number of common stock shares authorized	300,000,000	300,000,000	300,000,000	150,000,000

Common Stock and Stockholders_4

Common Stock and Stockholders' Equity - Warrants (Details) - shares	Sep. 30, 2021	Dec. 31, 2020
Common stock warrants
Warrants
Warrants outstanding (in shares)	0	0

Common Stock and Stockholders_5

Common Stock and Stockholders' Equity - Stock Plan and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 29, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Common Stock and Stockholders' Equity
Trading days	4 days
Shares available for grant		12,574,026		12,574,026
Aggregate Intrinsic Value
Grant-date fair value of stock options granted during the period		$ 3,000	$ 10,700	$ 5,800	$ 11,200
Stock options
Common Stock and Stockholders' Equity
Vesting period				4 years
Stock options | Maximum
Common Stock and Stockholders' Equity
Exercisable period (in years)				10 years
RSUs
Common Stock and Stockholders' Equity
Vesting period				3 years
RSUs | Maximum
Common Stock and Stockholders' Equity
Vesting period				4 years
2015 Incentive Award Plan
Number of Shares Outstanding
Balance, beginning of period (in shares)				5,826,685
Stock option grants and assumed awards (in shares)				35,740
Stock option exercised (in shares)				(2,120,943)
Stock options forfeited (in shares)				(90,583)
Balance, end of period (in shares)		3,650,899		3,650,899		5,826,685
Vested or expected to vest at end of period (in shares)		3,650,899		3,650,899
Exercisable as of end of period (in shares)		3,243,849		3,243,849
Weighted-Average Exercise Price
Balance, beginning of period (in dollars per share)				$ 17.19
Stock option grants and assumed awards (in dollars per share)				162.38
Stock option exercised (in dollars per share)				10.79
Stock options forfeited (in dollars per share)				30.03
Balance, end of period (in dollars per share)		$ 21.96		21.96		$ 17.19
Vested or expected to vest at end of period (in dollars per share)		21.96		21.96
Exercisable as of end of period (in dollars per share)		$ 18.84		$ 18.84
Weighted-average remaining contractual life in Years
Weighted-average remaining contractual life (in years)				5 years 6 months 25 days		5 years 3 months 21 days
Vested or expected to vest at end of period (in years)				7 years 1 month 6 days
Exercisable as of end of period (in years)				5 years 4 months 13 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value		$ 386,390		$ 386,390		$ 1,064,944
Stock options exercised				(409,182)
Vested or expected to vest at end of period		35,607		35,607
Exercisable as of end of period		$ 350,848		$ 350,848

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity - Fair Value Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Fair value assumptions
Risk-free interest rate, maximum			0.70%
Other disclosures
Compensation expense	$ 71,701	$ 20,908	$ 240,971	$ 61,151
Stock options
Fair value assumptions
Volatility, minimum (as a percent)			56.52%	46.10%
Volatility, maximum (as a percent)			58.14%	56.00%
Expected life (in years)			4 years 1 month 6 days	4 years 1 month 6 days
Risk-free interest rate, minimum			0.31%	0.27%
Risk-free interest rate, maximum				1.64%
Dividend yield (as a percent)			0.00%	0.00%
Weighted-average fair value of the underlying stock options			$ 72.46	$ 49.21
Other disclosures
Compensation expense	23,300	$ 3,400	$ 77,100	$ 11,500
Unrecognized compensation cost	$ 40,400		$ 40,400
Period over which unrecognized compensation cost is expected to be recognized			10 months 24 days

Common Stock and Stockholders_7

Common Stock and Stockholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Other disclosures
Stock-based compensation	$ 71,701	$ 20,908	$ 240,971	$ 61,151
RSUs
Common Stock and Stockholders' Equity
Vesting period			3 years
Shares
Outstanding at beginning of period (in shares)			3,550,595
Granted including replacement awards for merger (in shares)			650,335
Vested and issued (in shares)			(1,222,550)
Forfeited (in shares)			(681,510)
Outstanding at end of period (in shares)	2,296,870		2,296,870
Vested and unissued (in shares)	13,755		13,755
Nonvested (in shares)	2,283,115		2,283,115
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)			$ 162.11
Granted including replacement awards for merger (in dollars per share)			192.86
Vested and issued (in dollars per share)			131.65
Forfeited (in dollars per share)			183.98
Outstanding at end of period (in dollars per share)	$ 175.60		175.60
Vested and unissued (in dollars per share)	50.90		50.90
Non-vested (in dollars per share)	$ 175.60		$ 175.60
Other disclosures
Grant date fair value of RSUs granted	$ 23,100	11,900	$ 125,000	54,900
Stock-based compensation	42,800	$ 11,300	142,600	$ 32,000
Unrecognized compensation cost related to non vested awards	$ 343,600		$ 343,600
Period over which unrecognized compensation cost is expected to be recognized			2 years 2 months 12 days
Minimum | RSUs
Common Stock and Stockholders' Equity
Vesting period			1 year
Maximum | RSUs
Common Stock and Stockholders' Equity
Vesting period			4 years

Common Stock and Stockholders_8

Common Stock and Stockholders' Equity - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Other disclosures
Stock-based compensation	$ 71,701	$ 20,908	$ 240,971	$ 61,151
PSUs
Shares
Outstanding at beginning of period (in shares)			429,319
Granted		0	531,309
Vested and issued (in shares)			(268,201)
Forfeited (in shares)			(26,730)
Outstanding at end of period (in shares)	665,697		665,697
Vested and unissued (in shares)	0		0
Nonvested (in shares)	665,697		665,697
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)			$ 76.60
Granted (in dollars per share)			132.66
Vested and issued (in dollars per share)			74.33
Forfeited (in dollars per share)			153.05
Outstanding at end of period (in dollars per share)	$ 119.07		119.07
Vested and unissued (in dollars per share)	0		0
Non-vested (in dollars per share)	$ 119.07		$ 119.07
Other disclosures
Grant date fair value of PSUs granted	$ 2,500		$ 70,400	13,100
Stock-based compensation	4,200	$ 5,900	16,700	$ 16,800
Unrecognized compensation cost related to non vested awards	$ 22,500		$ 22,500
Period over which unrecognized compensation cost is expected to be recognized			2 years 4 months 24 days
PSUs | Minimum
Common Stock and Stockholders' Equity
Vesting period			1 year
Actual performance compared to performance conditions percentage			50.00%
PSUs | Maximum
Common Stock and Stockholders' Equity
Vesting period			3 years
Actual performance compared to performance conditions percentage			225.00%

Common Stock and Stockholders_9

Common Stock and Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2015	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Employee Stock Purchase Plan
Stock-based compensation		$ 71,701	$ 20,908	$ 240,971	$ 61,151
ESPP
Employee Stock Purchase Plan
Shares reserved for issuance under the plan (in shares)		926,109		926,109
Maximum offering period	27 months
Stock purchase price as a percentage of fair value (as a percent)	85.00%
Issuance of stock under employee stock purchase plan (in shares)				82,088	35,901
Remaining shares available for issuance under the plan (in shares)		517,015		517,015
Stock-based compensation		$ 1,400	$ 600	$ 4,600	$ 1,400
Unrecognized compensation cost		$ 600		$ 600
Period over which unrecognized compensation cost is expected to be recognized				1 month 6 days

Common Stock and Stockholder_10

Common Stock and Stockholders' Equity - Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Compensation costs charged as an expense
Stock-based compensation	$ 71,701	$ 20,908	$ 240,971	$ 61,151
Cost of revenue (exclusive of depreciation and amortization, which is shown separately)
Compensation costs charged as an expense
Stock-based compensation	2,162	128	6,310	128
Advertising and marketing
Compensation costs charged as an expense
Stock-based compensation	5,244	1,644	15,141	4,447
Sales
Compensation costs charged as an expense
Stock-based compensation	17,518	3,275	57,638	9,465
Technology and development
Compensation costs charged as an expense
Stock-based compensation	22,910	2,622	77,335	7,285
General and administrative expenses
Compensation costs charged as an expense
Stock-based compensation	$ 23,867	$ 13,239	$ 84,547	$ 39,826

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Taxes
Income tax expense (benefit)	$ 3,643	$ (2,290)	$ 93,878	$ (5,400)
Deferred tax adjustments			$ (101,536)		$ 0