NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Description of Business
Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in whole person virtual care, forging a new healthcare experience with better convenience, outcomes, and value. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience.
The Company was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. The Company’s principal executive office is located in Purchase, New York.
Note 2. Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements for the nine months ended September 30, 2024 and 2023, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Results of Operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
These consolidated financial statements include the results of Teladoc Health, as well as two professional associations and 10 professional corporations (collectively, the “THMG Association”).
Teladoc Health Medical Group, P.A., (“THMG”), is party to a Services Agreement by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.
The Company holds a variable interest in the THMG Association, which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control the activities that most significantly affect the THMG Association economic performance and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association.
Total revenue and net loss for the VIE were $65.6 million and $0.0 million and $56.1 million and $0.0 million for the three months ended September 30, 2024 and 2023, respectively. Total revenue and net loss for the VIE were
$199.7 million and $0.0 million and $176.6 million and $0.0 million for the nine months ended September 30, 2024 and 2023, respectively. The VIE’s total assets, all of which were current, were $23.2 million and $20.6 million at September 30, 2024 and December 31, 2023, respectively. The VIE’s total liabilities, all of which were current, were
$71.8 million and $69.2 million at September 30, 2024 and December 31, 2023, respectively. The VIE’s total stockholders’ deficit was $48.6 million at each of September 30, 2024 and December 31, 2023.
All intercompany transactions and balances have been eliminated.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.
Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements.
Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, allowances for sales, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies, litigation and related legal accruals, the accounting for stock-based compensation awards, and other items as described in Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting policies in the 2023 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation."
Fair Value Measurements
The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature.
A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—Unobservable inputs that are supported by little or no market activity.
The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, “Segment Reporting (Topic 280)—Improvements to Report Segment Disclosures” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses so that investors can better understand an entity’s overall performance. The amendments are effective for annual reporting periods beginning after December 15, 2023, and interim periods, beginning after December 15, 2024, with early adoption permitted. The provisions of ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. As the guidance is a
change to disclosures only, ASU 2023-07 will impact the "Segments" note within the Company's quarterly and annual financial statements but will not have an impact in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2023-07 on its financial disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial disclosures.
In March 2024, the SEC issued Release Nos. 33-11275; 34-99678 "The Enhancement and Standardization of Climate-Related Disclosures for Investors" to improve the consistency, comparability, and reliability of disclosures on the financial effects of climate-related risks on a registrant's operations and how it manages these risks. The compliance date for this release was scheduled to be fiscal year 2025 for large accelerated filers. On April 4, 2024, the SEC voluntarily stayed implementation of this new rule pending judicial review. The Company is currently analyzing the impact that the new climate-related rules will have on its consolidated financial statements.
Note 3. Revenue, Deferred Revenue, and Deferred Device and Contract Costs
The Company generates access fees from customers, which primarily consist of employers, health plans, hospitals and health systems, insurance and financial services companies (collectively “Clients”), as well as individual paying users, accessing its professional provider network, hosted virtual healthcare platform, and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service, and other specialty visits and is reported as a component of other revenue. Revenue associated with virtual healthcare device equipment sales included with the Company’s hosted virtual healthcare platform is also reported in other revenue.
The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue by Type
Access fees
$
555,275
$
582,070
$
1,672,097
$
1,708,601
Other
85,233
78,168
256,986
233,287
Total Revenue
$
640,508
$
660,238
$
1,929,083
$
1,941,888
Revenue by Geography
U.S. Revenue
$
536,161
$
569,322
$
1,624,563
$
1,672,770
International Revenue
104,347
90,916
304,520
269,118
Total Revenue
$
640,508
$
660,238
$
1,929,083
$
1,941,888
Deferred Revenue
Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue is derived from 1) upfront payments for a device, which is amortized ratably over the expected member enrollment period; 2) upfront payments for certain services where payment is required for future periods before the service is delivered to the member, which is recognized when the services are provided; and 3) upfront payments from third-party financing companies with whom the Company works to provide certain Clients with a rental option, which is recognized over the rental period. Deferred revenue that will be recognized during the next twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue.
The following table summarizes deferred revenue activities for the periods presented (in thousands):
Nine Months Ended September 30,
2024
2023
Beginning balance
$
109,282
$
113,786
Cash collected
68,858
87,155
Revenue recognized
(79,346)
(88,597)
Ending balance
$
98,794
$
112,344
The Company expects to recognize $60.1 million of revenue throughout the remainder of 2024, $30.1 million of revenue in the year ending December 31, 2025, and the remaining balance thereafter related to future performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2024.
Deferred Device and Contract Costs
Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands):
As of September 30, 2024
As of December 31, 2023
Deferred device and contract costs, current
$
34,781
$
32,703
Deferred device and contract costs, non-current
17,414
17,573
Total deferred device and contract costs
$
52,195
$
50,276
Deferred device and contract costs were as follows (in thousands):
Deferred Device and Contract Costs
Beginning balance as of December 31, 2023
$
50,276
Additions
28,516
Cost of revenue recognized
(26,597)
Ending balance as of September 30, 2024
$
52,195
Note 4. Inventories
Inventories consisted of the following (in thousands):
Prepaid expenses and other current assets consisted of the following (in thousands):
As of September 30, 2024
As of December 31, 2023
Prepaid expenses
$
68,471
$
65,651
Deferred device and contract costs, current
34,781
32,703
Other receivables
11,503
12,640
Other current assets
983
7,443
Total prepaid expenses and other current assets
$
115,738
$
118,437
Note 6. Goodwill
Goodwill consisted of the following (in thousands):
Teladoc Health Integrated Care
BetterHelp
Total
Balance as of December 31, 2023
$
—
$
1,073,190
$
1,073,190
Impairment
—
(790,000)
(790,000)
Balance as of September 30, 2024
$
—
$
283,190
$
283,190
As a result of sustained decreases in the Company’s publicly quoted share price and market capitalization as well as changes in the operating results of the BetterHelp reporting unit, the Company conducted an interim test of its goodwill, definite-lived intangibles, and other long-lived assets at June 30, 2024. Following this test, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but recorded a $790.0 million non-deductible, non-cash goodwill impairment charge for the three months ended June 30, 2024. No goodwill impairment charge was recognized for the three months ended September 30, 2024.
The Company’s June 30, 2024 goodwill impairment testing was performed using a discounted cash flow method under the income approach. Unlike in prior testing, the Company did not utilize the market approach because of limited availability of relevant comparable company information. The Company believes using only the income approach is appropriate as it most directly reflects its future growth and profitability expectations. For the Company’s June 30, 2024 impairment testing, the Company reduced its estimated future cash flows related to its BetterHelp reporting unit used in the impairment assessment, including revenues and margin, to reflect its best and most recent estimates at this time. The Company also updated certain significant inputs into the valuation models including the discount rate, which increased to 15%, reflecting, in part, higher interest rates. The Company’s updates to its discount rate and estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit.
After recording this goodwill impairment charge, there is no excess of the BetterHelp reporting unit’s fair value over its carrying value, so any further decrease in the reporting unit’s fair value would result in an additional impairment charge. In the event there are further adverse changes in the Company’s projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and/or a lower terminal growth rate, the Company may be required to record additional non-cash impairment charges to its goodwill, other intangibles, and other long-lived assets. Such non-cash charges could have a material adverse effect on the Company’s Condensed Consolidated Statement of Operations and Balance Sheets in the reporting period of the charge.
Goodwill is net of accumulated impairment charges of $14.2 billion, of which $12.3 billion was recognized prior to the Company reorganizing its reporting structure to include two reportable segments on October 1, 2022, $1.1 billion was recognized in the year ended December 31, 2022 on the goodwill assigned to the Teladoc Health Integrated Care segment, and $0.8 billion was recognized on the goodwill assigned to the BetterHelp segment in the nine months ended September 30, 2024.
Note 7. Intangible Assets, Net and Certain Cloud Computing Costs
Intangible assets, net consisted of the following (in thousands, except years):
Useful Life
Gross Value
Accumulated Amortization
Net Carrying Value
Weighted Average Remaining Useful Life (Years)
September 30, 2024
Client relationships
2 to 20 years
$
1,462,287
$
(469,777)
$
992,510
11.8
Trademarks
2 to 15 years
325,677
(252,325)
73,352
6.1
Software
3 to 5 years
551,866
(259,623)
292,243
2.2
Acquired technology
4 to 7 years
341,850
(203,257)
138,593
3.0
Intangible assets, net
$
2,681,680
$
(1,184,982)
$
1,496,698
8.8
December 31, 2023
Client relationships
2 to 20 years
$
1,460,857
$
(391,196)
$
1,069,661
12.5
Trademarks
2 to 15 years
325,479
(189,330)
136,149
6.9
Software
3 to 5 years
456,583
(161,108)
295,475
2.5
Acquired technology
4 to 7 years
341,814
(165,318)
176,496
3.7
Intangible assets, net
$
2,584,733
$
(906,952)
$
1,677,781
9.3
The following table presents the Company's amortization of intangible assets expense by component (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Amortization of acquired intangibles
$
51,089
$
69,189
$
179,372
$
172,210
Amortization of capitalized software development costs
35,817
22,645
97,453
58,995
Amortization of intangible assets expense
$
86,906
$
91,834
$
276,825
$
231,205
During the second half of 2023, the Company initiated a strategy to transition the majority of its chronic condition management Clients and members to the Teladoc Health brand on a phased basis, with a smaller subset continuing to be served under the Livongo trade name beyond 2024. In connection with the brand strategy, the Company has accelerated the amortization of intangible assets that are associated with the Livongo trademark, increasing amortization of intangible assets expense beginning in the second half of the year ended December 31, 2023 and continuing through the six months ended June 30, 2024, with corresponding reductions thereafter.
Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of September 30, 2024 was as follows (in thousands):
Years Ending December 31,
2024
$
91,312
2025
306,508
2026
248,779
2027
175,334
2028 and thereafter
674,765
$
1,496,698
Net cloud computing costs, which are primarily related to the implementation of the Company's customer relationship management ("CRM") and enterprise resource planning ("ERP") systems, are recorded in "Other assets" within the Company's Condensed Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, the cloud
computing costs were $40.4 million and $41.1 million, respectively. The associated expense for cloud computing costs, which is recorded in general and administration expense, was $1.3 million and $0.6 million for the three months ended September 30, 2024 and 2023, respectively. The associated expense for cloud computing costs for the nine months ended September 30, 2024 and 2023 was $3.7 million and $2.4 million, respectively.
Note 8. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
As of September 30, 2024
As of December 31, 2023
Marketing and advertising
$
38,826
$
34,427
Client performance guarantees and accrued rebates
33,835
36,934
Franchise, sales and other taxes
18,492
12,933
Consulting fees/provider fees
15,943
16,416
Operating lease liabilities—current
10,708
10,752
Professional fees
9,832
9,910
Information technology
9,292
7,605
Insurance
7,278
5,777
Interest payable
5,813
1,481
Lease abandonment obligation—current
3,272
3,800
Staff augmentation
2,595
4,287
Other
32,209
34,312
Total
$
188,095
$
178,634
Note 9. Convertible Senior Notes
Outstanding Convertible Senior Notes
As of September 30, 2024, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo Health, Inc. (“Livongo”) on June 4, 2020 for which the Company agreed to assume all of Livongo’s rights and obligations (the “Livongo Notes;” and together with the 2027 Notes and the 2025 Notes, the “Notes”).
The following table presents certain terms of the Notes that were outstanding as of September 30, 2024:
2027 Notes
2025 Notes
Livongo Notes
Principal Amount Outstanding as of September 30, 2024 (in millions)
$
1,000.0
$
0.7
$
550.0
Interest Rate Per Year
1.25
%
1.375
%
0.875
%
Fair Value as of September 30, 2024 (in millions) (1)
$
862.0
$
0.6
$
529.7
Fair Value as of December 31, 2023 (in millions) (1)
$
822.0
$
0.3
$
513.7
Maturity Date
June 1, 2027
May 15, 2025
June 1, 2025
Optional Redemption Date
June 5, 2024
May 22, 2022
June 5, 2023
Conversion Date
December 1, 2026
November 15, 2024
March 1, 2025
Conversion Rate Per $1,000 Principal Amount as of September 30, 2024
4.1258
18.6621
13.9400
Remaining Contractual Life as of September 30, 2024
2.7 years
0.6 years
0.7 years
(1)The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. “Basis of Presentation and Principles of Consolidation.”
All of the Notes are unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to such Notes; equal in right of payment to the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.
Holders may convert all or any portion of their Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding the applicable conversion date only under the following circumstances:
•during any quarter (and only during such quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price for the applicable Notes on each applicable trading day;
•during the five business day period after any 10 consecutive trading day period (or five consecutive trading day period in the case of the Livongo Notes) in which the trading price was less than 98% of the product of the last reported sale price of Company’s common stock and the conversion rate for the applicable Notes on each such trading day;
•upon the occurrence of specified corporate events described under the applicable indenture; or
•if the Company calls the applicable Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date.
On or after the applicable conversion date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of such Notes, regardless of the foregoing circumstances.
The 2027 Notes and the 2025 Notes are convertible into shares of the Company’s common stock at the applicable conversion rate shown in the table above. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock due
upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 consecutive trading day observation period.
The Livongo Notes are convertible at the applicable conversion rate shown in the table above into “units of reference property,” each of which is comprised of 0.592 of a share of the Company’s common stock and $4.24 in cash, without interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, units of reference property, or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and units of reference property, the amount of cash and units of reference property, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 40 consecutive trading day observation period.
For each Note series, the Company may redeem for cash all or part of the Notes, at its option, on or after the applicable optional redemption date shown in the table above (and prior to the 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 the Company undergoes a fundamental change (as defined in the applicable indenture) at any time prior to the maturity date of the Livongo Notes, holders will have the right, at their option, to require the Company to repurchase for cash all or any portion of their Livongo Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Livongo Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Company accounts for each Note series at amortized cost within the liability section of its Condensed Consolidated Balance Sheets. The Company has reserved an aggregate of 8.7 million shares of common stock for the Notes.
The net carrying values of the Notes consisted of the following (in thousands):
As of September 30, 2024
As of December 31, 2023
2025 Notes
Principal
$
725
$
725
Less: Debt discount, net (1)
(2)
(4)
Net carrying amount
723
721
Livongo Notes
Principal
550,000
550,000
Less: Debt discount, net (1)
—
—
Net carrying amount
550,000
550,000
2027 Notes
Principal
1,000,000
1,000,000
Less: Debt discount, net (1)
(9,449)
(12,033)
Net carrying amount
990,551
987,967
Total net carrying amount
$
1,541,274
$
1,538,688
Convertible senior notes, net—current
$
550,723
$
—
Convertible senior notes, net—non-current
990,551
1,538,688
Total net carrying amount
$
1,541,274
$
1,538,688
(1)Included in the accompanying Condensed Consolidated Balance Sheets within Convertible senior notes, net—current and Convertible senior notes, net—non-current and amortized to interest expense over the expected life of the Notes using the effective interest rate method.
The following table sets forth total interest expense recognized related to the Notes (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025 Notes
2024
2023
2024
2023
Contractual interest expense
$
2
$
2
$
7
$
7
Amortization of debt discount
0
1
2
2
Total
$
2
$
3
$
9
$
9
Effective interest rate
1.8
%
1.8
%
1.8
%
1.8
%
Three Months Ended September 30,
Nine Months Ended September 30,
Livongo Notes
2024
2023
2024
2023
Contractual interest expense
$
1,203
$
1,203
$
3,609
$
3,609
Amortization of debt discount
—
—
—
—
Total
$
1,203
$
1,203
$
3,609
$
3,609
Effective interest rate
0.9
%
0.9
%
0.9
%
0.9
%
Three Months Ended September 30,
Nine Months Ended September 30,
2027 Notes
2024
2023
2024
2023
Contractual interest expense
$
3,125
$
3,125
$
9,375
$
9,375
Amortization of debt discount
865
851
2,584
2,542
Total
$
3,990
$
3,976
$
11,959
$
11,917
Effective interest rate
1.6
%
1.6
%
1.6
%
1.6
%
Note 10. Leases
Operating Leases
The Company has operating leases for facilities, hosting co-location facilities, and certain equipment under non-cancelable leases in the U.S. and various international locations. The leases have remaining lease terms of less than one to eight years, with options to extend the lease term from one to five years. At the inception of an arrangement, the Company determines whether the arrangement is, or contains, a lease based on the terms 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 separately allocates 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.
The Company leases office space under non-cancelable operating leases in the U.S. and various international locations. The future minimum lease payments under non-cancelable operating leases were as follows (in thousands):
Operating Leases:
As of September 30, 2024
2024
$
3,464
2025
12,766
2026
11,580
2027
8,474
2028
6,319
2029 and thereafter
13,451
Total future minimum payments
56,054
Less: imputed interest
(8,450)
Present value of lease liabilities
$
47,604
Accrued expenses and other current liabilities
$
10,708
Operating lease liabilities, net of current portion
$
36,896
The Company rents certain virtual healthcare platforms to selected qualified customers under arrangements that qualify as either sales-type lease or operating lease arrangements. Leases have terms that generally range from two to five years.
The Company recorded certain restructuring costs related to lease impairments and the related charges due to the abandonment and/or exit of excess leased office space. However, the lease liabilities related to these spaces remain an outstanding obligation of the Company as of September 30, 2024. See Note. 11, “Restructuring,” for further information.
Note 11. Restructuring
The Company accounts for restructuring costs in accordance with Accounting Standards Codification ("ASC") Subtopic 420-10, "Exit or Disposal Cost Obligations" and ASC Section 360-10-35, "Property, Plant and Equipment-Subsequent Measurement." The costs are recorded to the "Restructuring costs" line item within the Company's Condensed Consolidated Statements of Operations and Other Comprehensive Loss as they are recognized.
The Company previously disclosed that, as a result of its comprehensive operational review of the business and in order to drive efficiency to reduce costs and improve profit growth, it expected to incur pre-tax charges in the range of $12.0 million to $16.0 million in the year ending December 31, 2024.
During the three months ended September 30, 2024, the Company recorded $3.6 million of restructuring costs, of which $2.3 million was for employee transition, severance, employee benefits, and related costs and $1.3 million was for office space reduction related costs, including $1.0 million of right-of-use asset impairment charges. During the nine months ended September 30, 2024, the Company recorded $14.8 million of restructuring costs, of which $10.7 million was for employee transition, severance, employee benefits, and related costs, $1.3 million was for office space reduction related costs, including $1.0 million of right-of-use asset impairment charges, and $2.8 million was for other restructuring related costs.
During the three months ended September 30, 2023, the Company recorded $0.4 million of restructuring costs, of which $0.2 million was for employee transition, severance, employee benefits, and related costs and $0.2 million was related to cost associated with office space reductions. During the nine months ended September 30, 2023, the Company recorded $16.0 million of restructuring costs, of which $7.9 million was for employee transition, severance, employee benefits, and related costs and $8.1 million was related to cost associated with office space reductions, including
$4.9 million of right-of-use asset impairment charges.
The portion of these expenses that are to be settled by cash disbursements were accounted for as a restructuring liability under the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets.
The table below summarizes the accrual and charges incurred and cash payments made with respect to the Company's restructurings, with the severance related portion included in the line item "Accrued compensation" and the lease termination and other related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets as of September 30, 2024 (in thousands):
Restructuring Plan
Severance
Lease Termination
Other (1)
Total
Accrued Balance, December 31, 2023
$
—
$
3,800
$
—
$
3,800
Additional expenses
10,656
299
2,837
13,792
Cash payments
(9,179)
(827)
(2,837)
(12,843)
Accrued Balance, September 30, 2024
$
1,477
$
3,272
$
—
$
4,749
(1)Reflects amounts associated with other restructuring related costs.
Note 12. Common Stock and Stockholders’ Equity
Stock Plans
The Company’s 2023 Incentive Award Plan and 2023 Employment Inducement Incentive Award Plan (collectively, the “2023 Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. Previously, the Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (together with the 2023 Plans, collectively, the “Plans”) also provided for the issuance of such awards. The Company had 12,913,482 shares available for grant under the 2023 Plans at September 30, 2024.
All stock-based awards to employees are measured based on the grant-date fair value. Expense is recognized in the Company’s Condensed Consolidated Statements of Operations over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes the forfeiture of stock-based awards as they occur.
CEO New Hire Awards
In connection with the commencement of employment of the Company's new Chief Executive Officer ("CEO") on June 10, 2024, the Company granted a new-hire incentive equity award to the CEO under the Company’s 2023 Employment Inducement Incentive Award Plan. Such award had an aggregate grant date target value of approximately $15.0 million and consisted of 939,849 performance stock units and 469,924 restricted stock units. The fair value of approximately one-fourth of these performance stock units has not yet been determined and will be after the performance criteria for those awards has been established. The expense recognition for all the performance stock units will begin at the start of their performance periods, which will be January 1, 2025.
The restricted stock units issued to the CEO are expected to vest one-third on the first anniversary of the grant date and in eight substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, in each case subject to the CEO's continued service on the applicable vesting date. The performance stock units issued to the CEO provide a target number of shares of the Company's common stock that would be earned at the end of a specified performance period based on (i) the Company's adjusted EBITDA for 2025 (“EBITDA PSUs”) and (ii) the Company's actual compound annual revenue growth rate during the period January 1, 2025 through December 31, 2027 (“Revenue CAGR PSUs”). Seven-twelfths of any earned EBITDA PSUs would vest on March 10, 2026 and the remaining five-twelfths would vest in five substantially equal quarterly installments over the subsequent 15 months. Any earned Revenue CAGR PSUs would vest on March 1, 2028.
Stock Options
Options issued under the Plans are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award.
Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years):
Number of Shares Outstanding
Weighted- Average Exercise Price
Weighted- Average Remaining Contractual Life in Years
Aggregate Intrinsic Value
Balance at December 31, 2023
4,182,187
$
27.37
5.26
$
13,732
Stock option grants
32,477
$
20.66
N/A
Stock options exercised
(253,146)
$
10.71
N/A
$
694
Stock options forfeited
(1,006,976)
$
31.93
N/A
Balance at September 30, 2024
2,954,542
$
27.13
3.75
$
1,951
Vested or expected to vest at September 30, 2024
2,954,542
$
27.13
3.75
$
1,951
Exercisable at September 30, 2024
2,493,425
$
27.06
2.95
$
1,951
The total grant-date fair value of stock options granted during the three months ended September 30, 2024 and 2023 were $0.0 million and $0.4 million, respectively. The total grant-date fair value of stock options granted during the nine months ended September 30, 2024 and 2023 were $0.4 million and $1.2 million, respectively.
The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model.
The assumptions used are determined as follows:
Volatility. The expected volatility was derived from the historical stock volatility of the Company’s stock over a period equivalent to the expected term of the stock option grants.
Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data.
Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options.
Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future and, therefore, it used an expected dividend yield of zero.
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share:
Nine Months Ended September 30,
2024
2023
Volatility
67.86% - 67.94%
65.58% - 68.22%
Expected term (in years)
4.3
4.3
Risk-free interest rate
3.85% - 3.90%
3.68% - 4.34%
Dividend yield
0%
0%
Weighted-average fair value of underlying stock options
$11.55
$13.42
For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $1.9 million and $2.3 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $5.8 million and $7.0 million, respectively.
As of September 30, 2024, the Company had $5.5 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 1.9 years.
The fair value of RSUs is determined on the date of grant. The Company records compensation expense on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one to three years.
RSU activity under the Plans was as follows:
RSUs
Weighted-Average Grant Date Fair Value Per RSU
Balance at December 31, 2023
9,452,412
$
34.70
Granted
5,362,335
$
14.37
Vested and issued
(4,482,291)
$
38.27
Forfeited
(2,132,247)
$
26.05
Balance at September 30, 2024
8,200,209
$
21.71
Vested and unissued at September 30, 2024
72,620
$
42.69
Non-vested at September 30, 2024
8,127,589
$
21.52
The total grant-date fair value of RSUs granted during the three months ended September 30, 2024 and 2023, was
$1.4 million and $7.5 million, respectively. The total grant-date fair value of RSUs granted during the nine months ended September 30, 2024 and 2023, was $77.1 million and $189.2 million, respectively.
For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $32.5 million and $46.9 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $109.1 million and $134.1 million, respectively.
As of September 30, 2024, the Company had $142.3 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years.
Performance Stock Units
Stock-based compensation costs associated with the Company’s RSUs subject to performance criteria (“PSUs”) are initially determined using the fair market value of the Company’s common stock on the date the awards are granted (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement generally ranging from one to three years. Stock-based compensation costs associated with these PSUs are reassessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally ranges from 0% to 200% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards.
(1)Granted excludes 0.2 million target shares for which the performance criteria has not been established as of September 30, 2024.
(2)Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% of the target award.
The total grant-date fair value of PSUs granted was $0.0 million during each of the three months ended September 30, 2024 and 2023. The total grant-date fair value of PSUs granted during the nine months ended September 30, 2024 and 2023 was $28.5 million and $34.9 million, respectively.
For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $(0.9) million and $2.6 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $1.9 million and $9.9 million, respectively.
As of September 30, 2024, the Company had $11.4 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 years.
Employee Stock Purchase Plan
In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“ESPP”) in connection with its initial public offering. At the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of the Company’s common stock available for issuance under the ESPP by 3,000,000. As a result, a total of 4,113,343 shares of common stock have been reserved for issuance under this plan. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase.
During the three months ended September 30, 2024 and 2023, the Company did not issue any shares under the ESPP. During the nine months ended September 30, 2024 and 2023, the Company issued 304,068 shares and 271,736 shares, respectively, under the ESPP. As of September 30, 2024, 2,496,713 shares remained available for issuance.
For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $0.5 million and $1.2 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $1.7 million and $3.6 million, respectively.
As of September 30, 2024, the Company had $0.2 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 years.
Total compensation costs for stock-based awards were recorded as follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)
$
1,075
$
1,464
$
3,782
$
4,060
Advertising and marketing
3,856
4,399
11,023
11,527
Sales
5,204
9,110
20,124
27,055
Technology and development
8,152
14,566
27,134
42,984
General and administrative
15,760
23,406
56,416
69,082
Total stock-based compensation expense
34,047
52,945
118,479
154,708
Capitalized stock-based compensation
2,951
5,028
10,238
14,606
Total stock-based compensation
$
36,998
$
57,973
$
128,717
$
169,314
Note 13. Provision for Income Taxes
The Company recorded income tax expense of $0.8 million and $7.4 million for the three and nine months ended September 30, 2024, respectively. The tax expenses recorded were the result of state tax law changes and the tax shortfall associated with the stock-based compensation awards that vested in the year.
The Company recorded income tax benefits of $2.5 million and $2.8 million for the three and nine months ended September 30, 2023, respectively.
Note 14. Commitments and Contingencies
Commitments
The Company has contractual obligations to make future payments related to its outstanding convertible senior notes, which are presented in Note 9. Convertible Senior Notes, and its long-term operating leases, which are presented in Note 10. Leases.
Legal Matters
From time to time, Teladoc Health is involved in various litigation matters arising in the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions, and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages, or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. As of the date of these financial statements, Teladoc Health’s management does not expect any litigation matter to have a material adverse impact on its business, financial condition, results of operations, or cash flows.
On June 6, 2022, a purported securities class action complaint (Schneider v. Teladoc Health, Inc., et. al.) was filed in the U.S. District Court for the Southern District of New York against the Company and certain of the Company’s officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period October 28, 2021 through April 27, 2022. The complaint asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder based on allegedly false or misleading statements and omissions with respect to, among other things, the Company’s business, operations, and prospects. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. On August 2, 2022, a duplicative purported securities class action complaint (De Schutter v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Eastern District of New York, which was consolidated with the Schneider case in the Southern District court under the caption In re
Teladoc Health, Inc. Securities Litigation. The lead plaintiff subsequently filed amended complaints that expanded the alleged class period to February 11, 2021 to July 27, 2022. On July 5, 2023, the court granted the defendants’ motion to dismiss the complaint, and on September 24, 2024 the United States Court of Appeals for the Second Circuit affirmed in part, and vacated in part, the Southern District court's dismissal and remanded for further proceedings. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuit vigorously.
On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Southern District of New York against the Company as a nominal defendant and certain of the Company’s officers and directors. The complaint asserts violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets in connection with factual assertions similar to those in the purported securities class action complaints described above. The complaint seeks damages to the Company allegedly sustained as a result of the acts and omissions of the named officers and directors and seeks an order directing the Company to reform and improve the Company’s corporate governance. On September 6, 2022, a duplicative verified stockholder derivative complaint (Hendry v. Teladoc Health, Inc., et. al.) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Hendry were substantially similar to those in Vaughn. The Vaughn and Hendry actions have now been consolidated under the caption In re Teladoc Stockholder Derivative Litigation, and a consolidated complaint was filed on November 29, 2022. The consolidated complaint also asserts violations of Section 14(a) of the Securities Exchange Act of 1934. The parties subsequently stipulated to transfer the action to the U.S. District Court for the District of Delaware, and on December 22, 2022 the parties agreed, and the Court ordered, to stay all proceedings until final resolution, including exhaustion of appeals, of the motion to dismiss filed in the purported securities class action complaint described above. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuit vigorously.
On July 30, 2020, the Company’s subsidiary BetterHelp, Inc. (“BetterHelp”) received a Civil Investigative Demand from the U.S. Federal Trade Commission (“FTC”) as part of its non-public investigation to determine whether BetterHelp engaged in unfair business practices in violation of the Federal Trade Commission Act. In March 2023, BetterHelp and the FTC entered into a tentative settlement of all claims arising from the FTC’s investigation and agreed to a consent order that required the Company to make a $7.8 million payment to the FTC. The settlement, including the consent order, received final approval from the FTC on July 14, 2023.
There have been multiple putative class-action litigations filed against BetterHelp in connection with the above-referenced FTC settlement and consent order. The actions have been filed in California federal and state courts and in Canada. The cases are substantially similar, involving allegations of misleading patients as to BetterHelp’s use of patient data and associated alleged violations of law involving privacy, advertising, contract, and tort. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuits vigorously.
On February 13, 2023, Data Health Partners, Inc. (“Data Health Partners”) filed a lawsuit against the Company in the U.S. District Court for the District of Delaware alleging that certain of the Company’s products, including its blood glucose meter, infringe upon certain patents held by Data Health Partners and seeking unspecified damages, attorney’s fees and costs. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuit vigorously.
On May 17, 2024, a purported securities class action complaint (Stary v. Teladoc Health, Inc., et. al.) was filed in the United States District Court for the Southern District of New York against the Company and certain of the Company’s current and former officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period November 2, 2022 through February 20, 2024. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder based on allegedly false or misleading statements and omissions with respect to, among other things, the Company’s business, operations, and prospects. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. On July 15, 2024, a duplicative purported securities class action complaint (Waits v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Waits were substantially similar to those in Stary. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuits vigorously.
On June 18, 2024, a verified shareholder derivative complaint (Roy v. Gorevic, et.al.) was filed in the U.S. District Court for the Southern District of New York against the Company as a nominal defendant and certain of the Company’s current and former officers and directors. The complaint asserts violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement and abuse of control in connection with factual assertions similar to those in the purported securities class action complaint described in the preceding paragraph. The complaint seeks damages to the
Company allegedly sustained as a result of the acts and omissions of the named officers and directors and seeks an order directing the Company to reform and improve the Company’s corporate governance. On October 4, 2024 the parties agreed, and the Court ordered, to stay all proceedings until any motion to dismiss filed in the purported securities class action complaint described above is granted with prejudice and any appeals therefrom are resolved, or any defendant files an answer in the purported securities class action complaint described above. On October 1, 2024, a duplicative verified stockholder derivative complaint (Brigman v. Daniel, et. al) was filed in the United States District Court for the Southern District of New York. The claims and parties in Brigman are substantially similar to those in Roy, and also alleges insider trading violations against certain defendants. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuits vigorously.
Note 15. Segments
ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the CODM and is responsible for reviewing financial information presented on a segment basis for purposes of making operating decisions and assessing financial performance.
The CODM measures and evaluates segments based on segment operating revenues together with Adjusted EBITDA. The Company excludes the following items from segment Adjusted EBITDA: goodwill impairment; provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; stock-based compensation; restructuring costs; and acquisition, integration and transformation charges. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliation that follows.
The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled metrics computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion.
Operating revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are based upon allocation methodologies, including the following: revenue, headcount, time and other relevant usage measures, and/or a combination of such.
The Company has two reportable segments: Teladoc Health Integrated Care and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual therapy and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis.
The CODM does not review any information regarding total assets on a segment basis. Segments do not record intersegment revenues, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for the Company as a whole.
The following table presents revenues by segment (in thousands):
Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
Many statements made in this Quarterly Report on Form 10-Q that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipates,” “believes,” “suggests,” “targets,” “projects,” “plans,” “expects,” “future,” “intends,” “estimates,” “predicts,” “potential,” “may,” “will,” “should,” “could,” “would,” “likely,” “foresee,” “forecast,” “continue” and other similar words or phrases, as well as statements in the future tense to identify these forward-looking statements. These forward-looking statements and projections are contained throughout this Form 10-Q, including the section entitled” “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Form 10-Q, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties, and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include, but are not limited to, the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) and in our other reports and U.S. Securities and Exchange Commission (“SEC”) filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties.
Overview
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,” the “Company,” or “we.” The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in whole person virtual care focused on forging a new healthcare experience with better convenience, outcomes, and value around the world.
We were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms. Today, we have a vision of making virtual care the first step on any healthcare journey, and we are delivering on this mission by providing whole person virtual care that includes primary care, mental health, chronic condition management, and more.
Key Factors Affecting Our Performance
We believe that our future performance will depend on many factors, including the following:
As it relates to the Integrated Care segment:
Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals who have paid access and visit fee only access to our suite of integrated care services in the U.S. at the end of the applicable period. Our revenue growth rate and long-term profitability are affected by our ability to increase cross selling capability among our existing members over time because we derive a substantial portion of our revenue from access and other fees via Client contracts that provide members access to our professional provider network in exchange for a contractual based periodic fee. Therefore, we believe that our ability to add new members and retain existing members, and to increase utilization and penetration further into existing and new health plan and employer Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential. We further believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate
our services and support initiatives that will enhance members’ experiences. U.S. Integrated Care members increased by 3.7 million, or 4%, to 93.9 million at September 30, 2024, compared to the same period in 2023.
Chronic Care Program Enrollment. Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period. Our chronic care program enrollments are one of the key components of our whole person virtual care platform that we believe positions us to drive greater engagement with our platforms and increased revenue. Chronic care program enrollment increased by 5% to 1.179 million at September 30, 2024, compared to 1.122 million at September 30, 2023.
Average Monthly Revenue Per U.S. Integrated Care Member. Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care members during the applicable period. Approximately 20% of total Integrated Care revenues relates to international and hospital and health systems for which membership is not considered as a management metric. We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption, the growth of our business, and future revenue potential. Average monthly revenue per U.S. Integrated Care member was $1.36 in the three months ended September 30, 2024, compared to $1.41 in the same period in 2023. Average monthly revenue per U.S. Integrated Care member decreased to $1.37 in the nine months ended September 30, 2024 from $1.40 in the same period in 2023. The change in average monthly revenue versus the indicated prior period is reflective of the growth of onboarding new members and the timing and mix of when fees are realized.
As it relates to the BetterHelp segment:
BetterHelp Paying Users. BetterHelp paying users represent the average number of global monthly paying users of our BetterHelp therapy services during the applicable period. We believe that our ability to add new paying users and retain existing users is a key indicator of the market adoption of BetterHelp, the growth of that business, and future revenue potential. BetterHelp paying users decreased by 13% to 0.398 million for the three months ended September 30, 2024, compared to 0.459 million for the three months ended September 30, 2023, and decreased by 13% to 0.407 million for the nine months ended September 30, 2024, compared to 0.467 million for the nine months ended September 30, 2023.
As it relates to the Company:
Seasonality. Our business has historically been subject to seasonality. In our Integrated Care segment, a concentration of our new Client contracts have an effective date of January 1 as a result of many Clients’ introduction of new services at the start of each calendar year. Therefore, while membership increases, utilization and enrollment rates are dampened until service delivery ramps up over the course of the year. In addition, as a result of seasonal cold and flu trends, we historically have experienced our highest level of visit and other fee revenue during the first and fourth quarters of each year.
Due to the higher cost of customer acquisition during the end-of-year holiday season, our BetterHelp segment has historically reduced marketing activity during the fourth quarter. As a result of this dynamic, we have typically experienced fewer new member additions and the strongest operating income performance in the fourth quarter. Conversely, as marketing activity typically resumes at the start of the year, we typically experience the weakest operating income performance during the first quarter as new customer acquisition and revenue growth lags marketing spend.
Critical Accounting Estimates and Policies
Our discussion and analysis of our results of operations, liquidity and capital resources are based on our condensed consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities.
On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, business combinations, goodwill and other intangible assets, income taxes, and other items. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are
subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting policies and estimates see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2023 Form 10-K.
Goodwill Impairment Charge
As a result of sustained decreases in our publicly quoted share price and market capitalization through June 30, 2024 as well as changes in the operating results of the BetterHelp reporting unit, we conducted an interim test of our goodwill, definite-lived intangibles, and other long-lived assets at June 30, 2024. Following this test, we did not identify an impairment to our definite-lived intangible assets or other long-lived assets, but recorded a $790.0 million non-deductible, non-cash goodwill impairment charge for the three months ended June 30, 2024. No goodwill impairment charge was recognized for the three months ended September 30, 2024.
Our June 30, 2024 goodwill impairment testing was performed using a discounted cash flow method under the income approach. Unlike in prior testing, we did not utilize the market approach because of limited availability of relevant comparable company information. We believe using only the income approach is appropriate as it most directly reflects our future growth and profitability expectations. For our June 30, 2024 impairment testing, we reduced our estimated future cash flows related to our BetterHelp reporting unit used in the impairment assessment, including revenues and margin, to reflect our best and most recent estimates at this time. We also updated certain significant inputs into the valuation models including the discount rate, which increased to 15%, reflecting, in part, higher interest rates. Our updates to our discount rate and estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit.
After recording this goodwill impairment charge, there is no excess of the BetterHelp reporting unit’s fair value over its carry value, so any further decrease in the reporting unit’s fair value would result in an additional impairment charge. In the event there are further adverse changes in our projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and/or a lower terminal growth rate, we may be required to record additional non-cash impairment charges to our goodwill, other intangibles, and other long-lived assets. Such non-cash charges could have a material adverse effect on our Condensed Consolidated Statement of Operations and Balance Sheets in the reporting period of the charge.
Non-GAAP Financial Measures
To supplement our financial information presented in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance an understanding of past performance, which include Adjusted EBITDA (as defined below) and free cash flow. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance, and are commonly used by investors to evaluate our performance and that of our competitors. We further believe that these financial measures are useful financial metrics to assess our operating performance and financial and business trends from period-to-period by excluding certain items that we believe are not representative of our core business, and that free cash flow reflects an additional way of viewing our liquidity that, when viewed together with GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. We use these non-GAAP financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as a key measure of our performance.
Adjusted EBITDA consists of net loss before provision for income taxes; other (income) expense, net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairment; and stock-based compensation.
Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.
Our use of these non-GAAP terms may vary from that of others in our industry, and other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.
Non-GAAP measures have important limitations as analytical tools and you should not consider them in isolation, and they should not be considered as an alternative to net loss before provision for income taxes, net loss, net loss per
share, net cash from operating activities or any other measures derived in accordance with GAAP. Some of these limitations are:
•Adjusted EBITDA eliminates the impact of the provision for income taxes on our results of operations, and it does not reflect other (income) expense, net, interest income, or interest expense;
•Adjusted EBITDA does not reflect restructuring costs. Restructuring costs may include certain lease impairment costs, certain losses related to early lease terminations, and severance;
•Adjusted EBITDA does not reflect significant 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 upgrading our CRM and ERP systems. These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but rather, incremental costs incurred in connection with our acquisition and integration activities;
•Adjusted EBITDA does not reflect goodwill impairment; and
•Adjusted EBITDA does not reflect the significant non-cash stock-based compensation expense which should be viewed as a component of recurring operating costs.
In addition, although amortization of intangible assets and depreciation of property and equipment are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any expenditures for such replacements.
We compensate for these limitations by using these non-GAAP measures along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include net loss, net loss per share, net cash provided by operating activities, and other performance measures.
In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.
The following table sets forth our Condensed Consolidated Statements of Operations data for the three months ended September 30, 2024 and 2023 and the dollar and percentage change between the respective periods (in thousands, except per share data):
Three Months Ended September 30,
2024
2023
Variance
%
Revenue
$
640,508
$
660,238
$
(19,730)
(3)
%
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)
179,745
185,960
(6,215)
(3)
%
Advertising and marketing
177,462
186,152
(8,690)
(5)
%
Sales
47,465
52,309
(4,844)
(9)
%
Technology and development
72,383
84,289
(11,906)
(14)
%
General and administrative
114,245
115,716
(1,471)
(1)
%
Goodwill impairment
—
—
—
N/M
Acquisition, integration, and transformation costs
The following table sets forth our Condensed Consolidated Statements of Operations data for the nine months ended September 30, 2024 and 2023 and the dollar and percentage change between the respective periods (in thousands, except per share data):
Nine Months Ended September 30,
2024
2023
Variance
%
Revenue
$
1,929,083
$
1,941,888
$
(12,805)
(1)
%
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)
562,342
566,607
(4,265)
(1)
%
Advertising and marketing
531,061
541,698
(10,637)
(2)
%
Sales
152,267
160,329
(8,062)
(5)
%
Technology and development
230,522
258,583
(28,061)
(11)
%
General and administrative
335,494
355,702
(20,208)
(6)
%
Goodwill impairment
790,000
—
790,000
N/M
Acquisition, integration, and transformation costs
The following table reconciles net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net loss
$
(33,276)
$
(57,073)
$
(952,836)
$
(191,478)
Add:
Provision for income taxes
780
(2,484)
7,354
(2,755)
Other (income) expense, net
(2,239)
1,792
(1,306)
(2,908)
Interest expense
5,660
5,646
16,957
16,744
Interest income
(15,326)
(12,606)
(42,840)
(33,075)
Depreciation of property and equipment
2,666
2,468
7,203
8,345
Amortization of intangible assets
86,906
91,834
276,825
231,205
Restructuring costs
3,580
411
14,753
16,043
Acquisition, integration, and transformation costs
457
5,824
1,287
16,848
Goodwill impairment
—
—
790,000
—
Stock-based compensation
34,047
52,945
118,479
154,708
Adjusted EBITDA
$
83,255
$
88,757
$
235,876
$
213,677
Teladoc Health Integrated Care
$
68,039
$
62,805
$
179,741
$
135,900
BetterHelp
15,216
25,952
56,135
77,777
Adjusted EBITDA
$
83,255
$
88,757
$
235,876
$
213,677
Revenue. Total revenue was $640.5 million for the three months ended September 30, 2024, compared to $660.2 million during the three months ended September 30, 2023, a decrease of $19.7 million, or 3%. This decrease in revenue was driven substantially by lower revenue in our BetterHelp segment. Total access fees were $555.3 million for the three months ended September 30, 2024, compared to $582.1 million for the three months ended September 30, 2023, a decrease of $26.8 million, or 5%. Other revenue, which predominately includes visit fees and, to a lesser extent, revenue from the sales of our telehealth solutions for hospitals and health systems, was $85.2 million for the three months ended September 30, 2024, compared to $78.2 million for the three months ended September 30, 2023, an increase of $7.1 million, or 9%. For the three months ended September 30, 2024, 87% and 13% of our revenue was derived from access fees and other revenue, respectively, as compared to 88% and 12%, respectively, for the three months ended September 30, 2023. By geography, International revenue increased by 15% to $104.3 million while U.S. revenue decreased by 6% to $536.2 million, each compared to the three months ended September 30, 2023.
For the nine months ended September 30, 2024, the decrease of total revenue was 1%, from $1,941.9 million for the nine months ended September 30, 2023 to $1,929.1 million. This decrease was driven substantially by lower revenue in our BetterHelp segment. Revenue from access fees was $1,672.1 million for the nine months ended September 30, 2024, compared to $1,708.6 million for the nine months ended September 30, 2023, a decrease of $36.5 million, or 2%. Other revenue was $257.0 million for the nine months ended September 30, 2024, compared to $233.3 million for the nine months ended September 30, 2023, an increase of $23.7 million, or 10%. For the nine months ended September 30, 2024, 87% and 13% of our revenue was derived from access fees and other revenue, respectively, as compared to 88% and 12%, respectively, for the nine months ended September 30, 2023. By geography, International revenue increased by 13% to $304.5 million while U.S. revenue decreased by 3% to $1,624.6 million, each compared to the nine months ended September 30, 2023.
Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below). Cost of revenue was $179.7 million for the three months ended September 30, 2024, compared to $186.0 million for the three months ended September 30, 2023, a decrease of $6.2 million, or 3%. The decrease was primarily driven by lower physician and product shipping costs, partially offset by higher amortization of device costs. On a year-to-date basis, cost of revenue decreased by $4.3 million, or 1%, to $562.3 million. The decrease was also primarily driven by lower physician and product shipping costs, partially offset by higher amortization of device costs.
Advertising and Marketing Expenses. Advertising and marketing expenses were $177.5 million for the three months ended September 30, 2024, compared to $186.2 million for the three months ended September 30, 2023, a decrease of $8.7 million, or 5%. This decrease primarily reflects lower digital and media advertising costs. On a year-to-date basis, advertising and marketing expenses decreased by $10.6 million, or 2%, to $531.1 million. The decrease was driven mainly by lower digital and media advertising costs and lower employee compensation costs.
Sales Expenses. Sales expenses were $47.5 million for the three months ended September 30, 2024, compared to $52.3 million for the three months ended September 30, 2023, a decrease of $4.8 million, or 9%. On a year-to-date basis, sales expenses decreased by $8.1 million, or 5%, to $152.3 million. The decreases in both the three month and year-to-date periods reflect lower employee compensation costs, partially offset by higher costs for professional fees.
Technology and Development Expenses. Technology and development expenses were $72.4 million for the three months ended September 30, 2024, compared to $84.3 million for the three months ended September 30, 2023, a decrease of $11.9 million, or 14%. On a year-to-date basis, technology and development expenses decreased by $28.1 million, or 11%, to $230.5 million. The decreases for both the three month and year-to-date periods reflect lower employee compensation costs and professional fees, partially offset by higher infrastructure, hosting, and software license costs associated with running operations as well as ongoing projects and services to continuously improve and optimize our products and services.
For the three months ended September 30, 2024 and 2023, research and development costs, which exclude amounts reflected as capitalized software development costs, were $22.4 million and $31.8 million, respectively. For the nine months ended September 30, 2024 and 2023, research and development costs were $69.5 million and $95.4 million, respectively.
General and Administrative Expenses. General and administrative expenses decreased $1.5 million, or 1%, to $114.2 million for the three months ended September 30, 2024, compared to $115.7 million for the three months ended September 30, 2023. The decrease was primarily driven by lower employee compensation costs, indirect taxes, therapist onboarding costs, and bad debt expense, offset by higher legal costs, professional fees, and software and infrastructure costs. On a year-to-date basis, general and administrative expenses decreased $20.2 million, or 6%, to $335.5 million. The decrease was primarily driven by lower employee compensation costs, therapist onboarding costs, indirect taxes, and bad debt expenses, partially offset by higher legal costs and software and infrastructure costs.
As a result of the termination of our former CEO, we recognized approximately $6.4 million of related costs for the nine months ended September 30, 2024, with $1.2 million for cash severance costs and $5.2 million for stock-based compensation.
Goodwill Impairment. As discussed earlier under the section "Critical Accounting Estimates and Policies: Goodwill Impairment Charge," we recorded a non-cash goodwill impairment charge of $790.0 million for the nine months ended September 30, 2024 resulting from the June 30, 2024 interim goodwill impairment testing performed. The non-cash charge had no impact on the provision for income taxes.
Acquisition, Integration, and Transformation Costs. Acquisition, integration, and transformation costs primarily consisted of costs to integrate and upgrade our Customer Relationship Management and Enterprise Resource Planning ecosystem and were $0.5 million and $5.8 million for the three months ended September 30, 2024 and 2023 respectively, and were $1.3 million and $16.8 million for the nine months ended September 30, 2024 and 2023, respectively.
Restructuring Costs. Restructuring costs for the three months ended September 30, 2024 were $3.6 million, of which $2.3 million was for employee transition, severance, employee benefits, and related costs and $1.3 million was related to costs associated with office space reductions, including $1.0 million of right-of-use asset impairment charges. Restructuring costs for the nine months ended September 30, 2024, were $14.8 million, with $10.7 million of employee transition, severance, employee benefits, and related costs, $1.3 million of costs associated with office space reductions, including $1.0 million of right-of-use asset impairment charges, and $2.8 million of other restructuring related costs.
Restructuring costs for the three months ended September 30, 2023 were $0.4 million, of which $0.2 million was for employee transition, severance, employee benefits, and related costs and $0.2 million was related to costs associated with office space reductions. During the nine months ended September 30, 2023, the Company recorded $16.0 million of restructuring costs, of which $7.9 million was for employee transition, severance, employee benefits, and related costs and $8.1 million was related to costs associated with office space reductions, including $4.9 million of right-of-use asset impairment charges.
The following table shows amortization of intangible assets broken down by components for the periods indicated (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
%
2024
2023
%
Amortization of acquired intangibles
$
51,089
$
69,189
(26)%
$
179,372
$
172,210
4%
Amortization of capitalized software development costs
35,817
22,645
58%
97,453
58,995
65%
Amortization of intangible assets expense
$
86,906
$
91,834
(5)%
$
276,825
$
231,205
20%
In the second half of 2023, we initiated a strategy to transition the majority of our chronic condition management Clients and members to the Teladoc Health brand on a phased basis, with a smaller subset continuing to be served under the Livongo trade name beyond 2024. In connection with the brand strategy, we accelerated the amortization of intangible assets that are associated with the Livongo trademark, increasing amortization of intangible assets expense in the year ended December 31, 2023 and continuing through the six months ended June 30, 2024, with corresponding reductions thereafter.
Amortization of intangible assets was $86.9 million for the three months ended September 30, 2024, compared to
$91.8 million for the three months ended September 30, 2023, a decrease of $4.9 million, or 5%. The decrease was primarily driven by the lower amortization associated with the Livongo trademark, partially offset by an increase in the amortization of capitalized software development costs related to our investment in platforms.
Amortization of intangible assets was $276.8 million for the nine months ended September 30, 2024, compared to $231.2 million for the nine months ended September 30, 2023, an increase of $45.6 million, or 20%. The higher expense was driven by higher amortization of intangible assets due to the acceleration of amortization associated with the Livongo trademark as well as an increase in the amortization of capitalized software development costs related to our investment in platforms.
Depreciation of Property and Equipment.Depreciation of property and equipment was $2.7 million for the three months ended September 30, 2024, compared to $2.5 million for the three months ended September 30, 2023, an increase of $0.2 million, or 8%. On a year-to-date basis, depreciation of property and equipment was $7.2 million for the nine months ended September 30, 2024, compared to $8.3 million for the nine months ended September 30, 2023, a decrease of $1.1 million, or 14%
Interest Income. Interest income consisted of interest earned on cash and cash equivalents. Interest income was $15.3 million for the three months ended September 30, 2024, compared to $12.6 million for the three months ended September 30, 2023. Interest income was $42.8 million for the nine months ended September 30, 2024 compared to $33.1 million for the nine months ended September 30, 2023. The increase for both periods was primarily driven by higher interest rate yields and an increase in cash and cash equivalent balances.
Interest Expense. Interest expense consisted of interest costs and the amortization of debt discounts primarily associated with the convertible senior notes. Interest expense was $5.7 million for the three months ended September 30, 2024, compared to $5.6 million for the three months ended September 30, 2023. Interest expense was $17.0 million and $16.7 million for the nine months ended September 30, 2024 and 2023, respectively.
Other (Income) Expense, net. Other (income) expense, net was an income of $2.2 million for the three months ended September 30, 2024, compared to an expense of $1.8 million for the three months ended September 30, 2023, primarily reflecting the impact of foreign currency exchange rate fluctuations. Other (income) expense, net was an income of $1.3 million for the nine months ended September 30, 2024, compared to $2.9 million for the nine months ended September 30, 2023, primarily reflecting gains on foreign currency exchange rate fluctuations for the nine months ended September 30, 2024 and a gain on the partial sale of a business, partially offset by losses on foreign currency exchange rate fluctuations for the nine months ended September 30, 2023.
Provision for Income Taxes. We recorded an income tax expense of $0.8 million for the three months ended September 30, 2024, compared to $2.5 million income tax benefit for the three months ended September 30, 2023, and an
income tax expense of $7.4 million for the nine months ended September 30, 2024, compared to $2.8 million income tax benefit for the nine months ended September 30, 2023.
Segment Information
The following tables set forth the results of operations by segment for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):
Three Months Ended September 30,
Teladoc Health Integrated Care
2024
2023
Variance
%
Revenue
$
383,666
$
374,416
$
9,250
2
%
Adjusted EBITDA
$
68,039
$
62,805
$
5,234
8
%
Adjusted EBITDA Margin %
17.7
%
16.8
%
Nine Months Ended September 30,
Teladoc Health Integrated Care
2024
2023
Variance
%
Revenue
$
1,138,198
$
1,084,438
$
53,760
5
%
Adjusted EBITDA
$
179,741
$
135,900
$
43,841
32
%
Adjusted EBITDA Margin %
15.8
%
12.5
%
Integrated Care total revenues increased by $9.3 million, or 2%, to $383.7 million for the three months ended September 30, 2024, reflecting higher visit revenue in the U.S., as well as strong growth internationally. For the nine months ended September 30, 2024, Integrated Care total revenues increased by $53.8 million, or 5%, to $1,138.2 million, primarily on higher chronic care results and higher visit revenue in the U.S., as well as strong growth internationally.
Integrated Care Adjusted EBITDA increased by $5.2 million, or 8%, to $68.0 million for the three months ended September 30, 2024, primarily reflecting higher gross profit and lower other operating expenses. For the nine months ended September 30, 2024, Integrated Care Adjusted EBITDA increased by $43.8 million, or 32%, to $179.7 million, primarily reflecting higher gross profit and lower other operating expenses.
Three Months Ended September 30,
BetterHelp
2024
2023
Variance
%
Therapy Services
$
250,588
$
281,204
$
(30,616)
(11)
%
Other Wellness Services
6,254
4,618
1,636
35
%
Total Revenue
$
256,842
$
285,822
$
(28,980)
(10)
%
Adjusted EBITDA
$
15,216
$
25,952
$
(10,736)
(41)
%
Adjusted EBITDA Margin %
5.9
%
9.1
%
Nine Months Ended September 30,
BetterHelp
2024
2023
Variance
%
Therapy Services
$
773,373
$
845,420
$
(72,047)
(9)
%
Other Wellness Services
17,512
12,030
5,482
46
%
Total Revenue
$
790,885
$
857,450
$
(66,565)
(8)
%
Adjusted EBITDA
$
56,135
$
77,777
$
(21,642)
(28)
%
Adjusted EBITDA Margin %
7.1
%
9.1
%
BetterHelp total revenues decreased by $29.0 million, or 10%, to $256.8 million for the three months ended September 30, 2024, primarily driven by a 13% decrease in average monthly paying users. BetterHelp total revenues
decreased by $66.6 million, or 8%, to $790.9 million for the nine months ended September 30, 2024, primarily driven by a 13% decrease in average monthly paying users.
BetterHelp Adjusted EBITDA decreased by $10.7 million, or 41%, to $15.2 million for the three months ended September 30, 2024, primarily reflecting the impact of revenues declining more than expenses. BetterHelp Adjusted EBITDA decreased by $21.6 million, or 28%, to $56.1 million for the nine months ended September 30, 2024, primarily reflecting the impact of revenues declining more than expenses.
Liquidity and Capital Resources
The following table presents a summary of our cash flow activity for the nine months ended September 30, 2024 and 2023 (in thousands):
Nine Months Ended September 30,
Consolidated Statements of Cash Flows - Summary
2024
2023
Net cash provided by operating activities
$
207,778
$
219,939
Net cash used in investing activities
(94,408)
(119,841)
Net cash provided by financing activities
6,254
12,629
Effect of foreign currency exchange rate changes
567
(382)
Total increase in cash and cash equivalents
$
120,191
$
112,345
Our principal source of liquidity is our cash and cash equivalents, totaling $1,243.9 million as of September 30, 2024. During 2023, we experienced positive operating cash flow and we anticipate continuing positive operating cash flow results for 2024.
We believe that our existing cash and cash equivalents will be sufficient to meet our working capital, capital expenditure, and contractual obligation needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, our ability to retain and/or obtain new members, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of telehealth, and our debt service obligations. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies, and intellectual property rights. We may be required to seek additional equity or debt financing to fund working capital, capital expenditures and acquisitions, and to settle debt obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which would adversely affect our business, financial condition, and results of operations.
Historically, we have financed our operations primarily through sales of equity securities, debt issuance, and bank borrowings.
At September 30, 2024, we had outstanding convertible notes for an aggregate principal amount of $550.7 million due within the next 12 months. See Note 9. “Convertible Senior Notes” to the condensed consolidated financial statements for additional information on our convertible senior notes.
We were in compliance with all debt covenants at September 30, 2024.
We routinely enter into contractual obligations with third parties to provide professional services, licensing, and other products and services in support of our ongoing business. The current estimated cost of these contracts is not expected to be significant to our liquidity and capital resources based on contracts in place as of September 30, 2024.
Cash from Operating Activities
Cash flows provided by operating activities consisted of net loss adjusted for certain non-cash items and the cash effect of changes in assets and liabilities. Net cash provided by operating activities was $207.8 million for the nine months ended September 30, 2024 compared to net cash provided by operating activities of $219.9 million for the nine months ended September 30, 2023. The year-over-year change was primarily driven by higher incentive compensation payments.
The primary uses of cash from operating activities are for the payment of cash compensation, provider fees, engagement marketing, direct-to-consumer digital and media advertising, inventory, insurance, technology costs, interest expense and acquisition, integration, and transformation costs. Historically, cash compensation is at its highest level in the first quarter when discretionary employee compensation related to the previous fiscal year is paid.
Cash from Investing Activities
Cash used in investing activities was $94.4 million for the nine months ended September 30, 2024, and $119.8 million for the nine months ended September 30, 2023. Amounts for both periods relate to payments for capitalized software development costs associated with ongoing projects to continuously improve and optimize our products and services.
Cash from Financing Activities
Cash provided by financing activities for the nine months ended September 30, 2024 was $6.3 million and $12.6 million for the nine months ended September 30, 2023, primarily reflecting lower proceeds from the employee stock purchase plan.
Free Cash Flow
The following is a reconciliation of net cash provided by operating activities to free cash flow (in thousands, unaudited):
Nine Months Ended September 30,
2024
2023
Net cash provided by operating activities
$
207,778
$
219,939
Capital expenditures
(4,658)
(10,060)
Capitalized software development costs
(89,750)
(109,781)
Free Cash Flow
$
113,370
$
100,098
Free cash flow was $113.4 million for the nine months ended September 30, 2024, compared to $100.1 million for the nine months ended September 30, 2023. The year-over-year change was driven by decreases in payments for capitalized expenditures and capitalized software development costs, offset by higher incentive compensation payments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk and Foreign Currency Exchange Risk
Our cash and cash equivalents are subject to interest rate volatility, which impacts the amount of interest income earned, and represents our principal market risk. A 1% change in interest rates would result in a change of interest income generated from our cash and cash equivalents by approximately $12 million over the next 12 months. We do not expect cash flows related to our convertible senior notes to be affected by a sudden change in market interest rates as they bear fixed interest rates. We do not enter into investments for trading or speculative purposes.
We operate our business primarily within the U.S. which accounts for approximately 84% of our revenues. We have not utilized hedging strategies with respect to our foreign currency exchange exposure as we believe it is not expected to have a material impact on our condensed consolidated financial statements.
Concentrations of Risk and Significant Clients
Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although we deposit our cash with multiple financial institutions in the U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits. Our cash equivalents are primarily invested in institutional money market funds.
No single Client represented over 10% of consolidated revenues for the three or nine months ended September 30, 2024 or 2023. For the Integrated Care segment, a significant portion of our revenue is derived from large enterprises,
mainly health plans. For the nine months ended September 30, 2024, revenue from the five largest customers accounted for 31% of total Integrated Care segment revenue. For the BetterHelp segment, there is no significant concentration risk as substantially all revenue is generated from individuals in the direct-to-consumer market.
Item 4. Controls and Procedures
Management’s Report on Internal Control over Financial Reporting
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. Descriptions of certain legal proceedings to which we are a party are contained in Note 14. “Commitments and Contingencies,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and are incorporated by reference herein.
Item 1A. Risk Factors
For a discussion of potential risks and uncertainties related to our Company see the information in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the “Special Note Regarding Forward-Looking Statements” section in Part I, Item 2, of this Quarterly Report on Form 10-Q.
Item 5. Other Information
During the three months ended September 30, 2024, the following officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Securities Act of 1933), which was intended to satisfy the affirmative defense of Rule10b5-1(c):
On September 13, 2024, Michael Waters, our Chief Operating Officer, adopted a Rule 10b5-1 trading plan that provides for the sale of up to 105,703 shares of our common stock through December 2025.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.