Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 20, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 001-37477 | ||
Entity Registrant Name | TELADOC HEALTH, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3705970 | ||
Entity Address, Address Line One | 2 Manhattanville Road | ||
Entity Address, Address Line Two | Suite 203 | ||
Entity Address, City or Town | Purchase | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10577 | ||
City Area Code | 203 | ||
Local Phone Number | 635-2002 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | TDOC | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Central Index Key | 0001477449 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding | 73,008,312 | ||
Entity Public Float | $ 4,607,261,555 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 514,353 | $ 423,989 |
Short-term investments | 2,711 | 54,545 |
Accounts receivable, net of allowance of $3,787 and $3,382, respectively | 56,948 | 43,571 |
Prepaid expenses and other current assets | 13,990 | 10,631 |
Total current assets | 588,002 | 532,736 |
Property and equipment, net | 10,296 | 10,148 |
Goodwill | 746,079 | 737,197 |
Intangible assets, net | 225,453 | 247,394 |
Operating lease - right-of-use assets | 26,452 | 0 |
Other assets | 6,545 | 1,401 |
Total assets | 1,602,827 | 1,528,876 |
Current liabilities: | ||
Accounts payable | 9,075 | 7,769 |
Accrued expenses and other current liabilities | 49,848 | 26,801 |
Accrued compensation | 31,258 | 27,869 |
Total current liabilities | 90,181 | 62,439 |
Other liabilities | 11,539 | 6,191 |
Operating lease liabilities, net of current portion | 24,994 | 0 |
Deferred taxes | 21,678 | 32,444 |
Convertible senior notes, net | 440,410 | 414,683 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 150,000,000 shares authorized as of December 31, 2019 and 2018; 72,761,941 shares and 70,516,249 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 73 | 70 |
Additional paid-in capital | 1,538,716 | 1,434,780 |
Accumulated deficit | (507,525) | (408,661) |
Accumulated other comprehensive loss | (17,239) | (13,070) |
Total stockholders' equity | 1,014,025 | 1,013,119 |
Total liabilities and stockholders' equity | $ 1,602,827 | $ 1,528,876 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Consolidated Balance Sheets | ||
Allowance of Accounts receivable | $ 3,787 | $ 3,382 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 72,761,941 | 70,516,249 |
Common stock, shares outstanding | 72,761,941 | 70,516,249 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Operations | |||
Revenue | $ 553,307 | $ 417,907 | $ 233,279 |
Expenses: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 184,465 | 128,735 | 61,623 |
Operating expenses: | |||
Advertising and marketing | 109,697 | 85,109 | 57,663 |
Sales | 64,915 | 59,154 | 37,984 |
Technology and development | 64,644 | 54,373 | 34,459 |
Legal and regulatory | 6,762 | 3,981 | 4,872 |
Acquisition and integration related costs | 6,620 | 10,391 | 13,196 |
Gain on sale | 0 | (5,500) | 0 |
General and administrative | 157,694 | 116,916 | 79,781 |
Depreciation and amortization | 38,952 | 35,602 | 19,095 |
Total expenses | 633,749 | 488,761 | 308,673 |
Loss from operations | (80,442) | (70,854) | (75,394) |
Amortization of warrants and loss on extinguishment of debt | 0 | 0 | 14,122 |
Interest expense, net | 29,013 | 26,112 | 17,491 |
Net loss before taxes | (109,455) | (96,966) | (107,007) |
Income tax benefit | (10,591) | 118 | (225) |
Net loss | $ (98,864) | $ (97,084) | $ (106,782) |
Net loss per share, basic and diluted | $ (1.38) | $ (1.47) | $ (1.93) |
Weighted-average shares used to compute basic and diluted net loss per share | 71,844,535 | 65,844,908 | 55,427,460 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Comprehensive Loss | |||
Net loss | $ (98,864) | $ (97,084) | $ (106,782) |
Other comprehensive loss, net of tax: | |||
Net change in unrealized (loss) gains on available-for-sale securities | 32 | 20 | (51) |
Cumulative translation adjustment | (4,201) | (17,179) | 4,141 |
Other comprehensive loss, net of tax | (4,169) | (17,159) | 4,090 |
Comprehensive loss | $ (103,033) | $ (114,243) | $ (102,692) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at beginning of period at Dec. 31, 2016 | $ 46 | $ 435,551 | $ (204,726) | $ (1) | $ 230,870 |
Balance as of beginning of the period (in shares) at Dec. 31, 2016 | 46,201,563 | ||||
Stockholders' Equity (Deficit) | |||||
Exercise of stock options | $ 1 | 10,836 | 10,837 | ||
Exercise of stock options (in shares) | 1,166,947 | ||||
Exercise of warrants (in shares) | 138,903 | ||||
Issuance of restricted stock units (in shares) | 60,000 | ||||
Issuance of stock under employee stock purchase plan | 2,153 | 2,153 | |||
Issuance of stock under employee stock purchase plan (in shares) | 127,510 | ||||
Issuance of stock in acquisition | $ 2 | 66,178 | 66,180 | ||
Issuance of stock in acquisition (in shares) | 1,855,078 | ||||
Equity component of Convertible Senior Notes, net of issuance costs | 62,404 | 62,404 | |||
Stock-based compensation | 30,666 | (69) | 30,597 | ||
Follow-on Offerings | $ 12 | 258,542 | 258,554 | ||
Follow-on Offerings (in shares) | 11,984,100 | ||||
Other comprehensive income (loss), net of tax | 4,090 | 4,090 | |||
Net loss | (106,782) | (106,782) | |||
Balance as of end of the period at Dec. 31, 2017 | $ 61 | 866,330 | (311,577) | 4,089 | 558,903 |
Balance as of end of the period (in shares) at Dec. 31, 2017 | 61,534,101 | ||||
Stockholders' Equity (Deficit) | |||||
Exercise of stock options | $ 2 | 31,320 | 31,322 | ||
Exercise of stock options (in shares) | 2,247,635 | ||||
Issuance of restricted stock units (in shares) | 304,908 | ||||
Issuance of stock under employee stock purchase plan | 2,564 | 2,564 | |||
Issuance of stock under employee stock purchase plan (in shares) | 85,218 | ||||
Issuance of stock in acquisition | $ 2 | 68,562 | 68,564 | ||
Issuance of stock in acquisition (in shares) | 1,344,387 | ||||
Equity component of Convertible Senior Notes, net of issuance costs | 91,397 | 91,397 | |||
Stock-based compensation | 43,769 | 43,769 | |||
Follow-on Offerings | $ 5 | 330,838 | 330,843 | ||
Follow-on Offerings (in shares) | 5,000,000 | ||||
Other comprehensive income (loss), net of tax | (17,159) | (17,159) | |||
Net loss | (97,084) | (97,084) | |||
Balance as of end of the period at Dec. 31, 2018 | $ 70 | 1,434,780 | (408,661) | (13,070) | 1,013,119 |
Balance as of end of the period at Dec. 31, 2018 | 1,013,119 | ||||
Balance as of end of the period (in shares) at Dec. 31, 2018 | 70,516,249 | ||||
Stockholders' Equity (Deficit) | |||||
Exercise of stock options | $ 2 | 33,273 | 33,275 | ||
Exercise of stock options (in shares) | 1,632,130 | ||||
Issuance of restricted stock units | $ 1 | (1) | |||
Issuance of restricted stock units (in shares) | 548,910 | ||||
Issuance of stock under employee stock purchase plan | 3,380 | 3,380 | |||
Issuance of stock under employee stock purchase plan (in shares) | 64,497 | ||||
Issuance of stock in acquisition | 8 | ||||
Issuance of common stock for Convertible Notes | 8 | ||||
Issuance of common stock for Convertible Notes (in shares) | 155 | ||||
Stock-based compensation | 67,276 | 67,276 | |||
Other comprehensive income (loss), net of tax | (4,169) | (4,169) | |||
Net loss | (98,864) | (98,864) | |||
Balance as of end of the period at Dec. 31, 2019 | 1,014,025 | ||||
Balance as of end of the period at Dec. 31, 2019 | $ 73 | $ 1,538,716 | $ (507,525) | $ (17,239) | $ 1,014,025 |
Balance as of end of the period (in shares) at Dec. 31, 2019 | 72,761,941 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows provided by (used in) operating activities: | |||
Net loss | $ (98,864) | $ (97,084) | $ (106,782) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 44,952 | ||
Depreciation and amortization | 35,602 | 19,095 | |
Allowance for doubtful accounts | 2,665 | 2,243 | 1,731 |
Stock-based compensation | 66,702 | 43,769 | 30,597 |
Deferred income taxes | (10,868) | (2,247) | (306) |
Accretion of interest | 25,438 | 19,487 | 6,382 |
Amortization of warrants and loss on extinguishment of debt | 0 | 0 | 14,122 |
Gain on sale | 0 | (5,500) | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (15,884) | (10,931) | (3,659) |
Prepaid expenses and other current assets | (2,685) | (2,612) | (2,003) |
Other assets | (105) | (414) | 98 |
Accounts payable | 905 | (391) | 1,534 |
Accrued expenses and other current liabilities | 14,841 | 3,993 | 4,292 |
Accrued compensation | 4,546 | 8,480 | 3,768 |
Operating lease liabilities | (2,417) | 0 | 0 |
Other liabilities | 643 | 745 | (3,310) |
Net cash provided by (used in) operating activities | 29,869 | (4,860) | (34,441) |
Cash flows provided by (used in) investing activities: | |||
Purchase of property and equipment | (3,510) | (4,011) | (2,633) |
Purchase of internal-use software | (7,390) | (4,396) | (2,882) |
Purchase of marketable securities | 0 | (56,347) | (149,261) |
Proceeds from marketable securities | 52,100 | 84,170 | 85,753 |
Sale of assets | 0 | 5,530 | 0 |
Investment in securities | (5,000) | 0 | 0 |
Acquisition of business, net of cash acquired | (11,187) | (282,442) | (379,356) |
Net cash provided by (used in) investing activities | 25,013 | (257,496) | (448,379) |
Cash flows provided by financing activities: | |||
Net proceeds from the exercise of stock options | 33,283 | 31,322 | 10,837 |
Proceeds from issuance of convertible notes | 0 | 279,152 | 263,722 |
Proceeds from borrowing under bank and other debt | 0 | 10 | 166,679 |
Repayment of debt | 0 | 0 | (226,440) |
Proceeds from issuance of common stock | 0 | 330,843 | 258,554 |
Proceeds from employee stock purchase plan | 3,380 | 2,564 | 2,153 |
Cash (paid) received for withholding taxes on stock-based compensation, net | (1,569) | 1,721 | (74) |
Net cash provided by financing activities | 35,094 | 645,612 | 475,431 |
Net increase in cash and cash equivalents | 89,976 | 383,256 | (7,389) |
Foreign exchange difference | 388 | (2,084) | 191 |
Cash and cash equivalents at beginning of the period | 423,989 | 42,817 | 50,015 |
Cash and cash equivalents at end of the period | 514,353 | 423,989 | 42,817 |
Income taxes paid | 1,310 | 441 | 137 |
Interest paid | $ 12,224 | $ 10,303 | $ 9,450 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Description of Business | |
Organization and Description of Business | TELADOC HEALTH, INC. Notes to Audited Consolidated Financial Statements Note 1. Organization and Description of Business Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in providing virtual healthcare services with a focus on high quality, lower costs, and improved outcomes around the world. The Company completed the acquisition of MedecinDirect, on April 30, 2019, a Paris-based telemedicine provider, Advance Medical-Health Care Management Services, S.A. (“Advance Medical”), in May 2018, a leading global virtual healthcare provider, Best Doctors Holdings, Inc. (“Best Doctors”), in July 2017, an expert medical consultation company focused on improving health outcomes for the most complex, critical and costly medical issues. On July 26, 2018, Teladoc Health completed a follow-on public offering (the “July Offering”) in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.9 million after deducting offering expenses of $0.5 million. On May 8, 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million. On December 4, 2017, Teladoc Health completed a follow on public offering (the “December Offering”) in which the Company issued and sold 4,096,600 shares of common stock at an issuance price of $35.00 per share. The Company received net proceeds of $134.7 million after deducting underwriting discounts and commissions of $8.2 million as well as other offering expenses of $0.5 million. On June 27, 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”). The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each year. The 2022 Notes will mature on December 15, 2022. The net proceeds to the Company from the offering were $263.7 million after deducting offering costs of approximately $11.3 million. On January 24, 2017, Teladoc Health completed a follow on public offering (the “January Offering”) in which the Company issued and sold 7,887,500 shares of common stock at an issuance price of $16.75 per share. The Company received net proceeds of $123.9 million after deducting underwriting discounts and commissions of $7.6 million as well as other offering expenses of $0.6 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc Health, two professional associations and fourteen professional corporations and a service corporation (collectively, the “Association”). Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. is party to several Services Agreements by and among it and the professional corporations pursuant to which each professional corporation provides services to Teladoc Health Medical Group, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE, must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the Association and funds and absorbs all losses of the VIE. Total revenue and net loss for the VIE were $83.6 million and $(3.2) million, $58.1 million and $(2.5) million and $33.2 million and $(7.0) million for the years ended December 31, 2019, 2018 and 2017, respectively. The VIE’s total assets all of which were current were $13.6 million and $9.8 million at December 31, 2019 and 2018, respectively. Total liabilities all of which were current for the VIE were $51.3 million and $44.3 million at December 31, 2019 and 2018, respectively. The VIE total stockholders’ deficit was $37.7 million and $34.5 million at December 31, 2019 and 2018, respectively. All intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, purchase accounting, client performance guarantees, the calculation of a contingent liability in connection with an earn-out, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock-based awards. Segment Information The Company’s chief operating decision maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment—health services. Revenue earned by foreign operations for Clients outside of the United States were $108.0 million, $75.2 million and $18.8 million for the year ended December 31, 2019, 2018 and 2017, respectively. Long-lived assets of foreign operations totaled $2.2 million, $1.5 million and $0.2 million as of December 31, 2019, 2018 and 2017, respectively. These foreign operations were acquired in connection with the MedecinDirect, Advance Medical and Best Doctors’ acquisitions in April 2019, May 2018 and July 2017, respectively. Revenue Recognition The Company generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, Members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical service and other specialty visit. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s Clients and Members have access to and obtain control of the telehealth service. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and includes a variable transaction price as the number of Members may vary from period to period. Based on historical experience, the Company estimates this amount which is recorded as a component of revenue. Cost of Revenue Cost of revenue primarily consists of fees paid to the physicians and other health professionals (“Providers”), costs incurred in connection with the Company’s provider network operations center activities, which include employee-related expenses (including salaries and benefits) as well as costs related to medical records, magnetic resonance imaging, medical lab tests, translation, postage and medical malpractice insurance. Cost of revenue does not include an allocation of depreciation and amortization. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company’s cash and cash equivalents generally consist of investments in money market funds. Cash and cash equivalents are stated at fair value. Short-Term Investments The Company holds short-term investments primarily consisting of corporate bonds, commercial paper, U.S. treasuries and asset backed securities with maturities of less than one year. These short-term investments are classified as available-for-sale and are carried at fair value with unrealized gains or losses recorded as a separate component of stockholders’ equity in accumulated other comprehensive income (loss). Realized gains or losses are recognized in the consolidated statements of operations upon disposition of the securities. As of December 31, 2019, there were no Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. There were no realized losses for the year ended December 31, 2019. Realized losses for the year ended December 31, 2018 and 2017 were less than $0.1 million and were recognized in the Company’s consolidated statements of operations. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the collection history and age of each outstanding invoice of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred while improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Internal-Use Software Internal-use software is included in intangible assets and is amortized on a straight-line basis over 3 to 5 years. For the Company’s development costs related to its software development tools that enable its Members and Providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets resulted from business acquisitions and include Client relationships, non-compete agreements, patents and trademarks. Client relationships are amortized over a period of 2 to 20 years in relation to expected future cash flows, while non-compete agreements are amortized over a period of 1.5 to 5 years using the straight-line method. Trademarks are amortized over 3 to 15 years using the straight-line method. Patents are amortized over 3 years using the straight-line method. Long-lived assets (property and equipment, internally developed software, and intangible assets) used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. There were no impairment losses in 2019, 2018 or 2017. Investments in Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board's ("FASB") issued Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, following its adoption on January 1, 2018, with any changes to fair value recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer; value is generally determined based on a market approach as of the transaction date. The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. If our assessment indicates that the fair value of the investment is below its carrying value, the Company will write down the investment to its fair value and record the corresponding charge within other income (expense), net. Stock-Based Compensation Stock-based compensation for stock options and restricted stock units granted is measured based on the grant- date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Stock-based compensation for performance stock units (PSU) granted is measured based on the grant- date fair value of the awards and recognized on an accelerated tranche by tranche basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance conditions and can range from 50% to 200% of the initial grant. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. Foreign Currency The functional currency for each of our foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the weighted average exchange rate during the period. Cumulative translation gains or losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss) . For the year ended December 31, 2019, realized foreign exchange gain was $0.2 million and was recognized in the Company’s consolidated statement of operations in interest expense, net. For the year ended December 31, 2018, realized foreign exchange gain was $0.1 million and was recognized in the Company’s consolidated statement of operations. For the year ended December 31, 2017, realized foreign exchange loss was $0.1 million and was recognized in the Company’s consolidated statement of operations. Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two- step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest expense, net in the consolidated statements of operations. The Tax Cuts and Jobs Act, was enacted on December 22, 2017. Authoritative accounting guidance requires companies to recognize the effect of tax law changes in the period of enactment. Certain key aspects of the new law were effective January 1, 2018 and other key aspects had an immediate accounting effect for the year ended December 31, 2017. Refer to Note 14. Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on short-term investments and cumulative translation gains or losses. Unrealized gains or losses are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. Warranties and Indemnification The Company’s arrangements generally include certain provisions for indemnifying Clients against liabilities if there is a breach of a Client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Advertising and Marketing Expenses Advertising and marketing include all communications and campaigns to the Company’s Clients and Members, digital and media advertising and related employees’ costs and are expensed as incurred. For the years ended December 31, 2019, 2018 and 2017, advertising expenses were $88.8 million, $70.6 million and $45.1 million, respectively. Concentrations of Risk and Significant Clients The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. Although the Company deposits its cash with multiple financial institutions in U.S. and in foreign countries, its deposits, at times, may exceed federally insured limits. The Company’s short-term investments are comprised of a portfolio of diverse high credit rating instruments with maturity durations of one year or less. Revenue from Clients located in the United States for the year ended December 31, 2019, 2018 and 2017 were $445.3 million, $342.7 million and $214.5 million, respectively. Revenue from Clients located outside the United States for the year ended December 31, 2019, 2018 and 2017 were $108.0 million, $75.2 million and $18.8 million, respectively. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Seasonality The Company typically experiences the strongest increases in consecutive quarterly revenue during the fourth and first quarters of each year, which coincides with traditional annual benefit enrollment seasons. In particular, as a result of many Clients’ introduction of new services at the very end of a calendar year, or the start of each calendar year, the majority of the Company’s new Client contracts have an effective date of January 1. Additionally, as a result of national seasonal cold and flu trends, the Company experiences the highest level of visit fees during the first and fourth quarters of each year when compared to other quarters of the year. Recently Issued and Adopted Accounting Pronouncements In December 2019, FASB issued ASU 2019-12 Simplification of Income Taxes (Topic 740) Income Taxes. ASU 2019-12 . ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s consolidated financial statements and disclosures. In January 2017, the FASB issued ASU 2017-04, Goodwill Simplifications (Topic 350). ASU 2017-04 simplifies the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test as currently prescribed in the U.S. generally accepted accounting principle. This ASU is the result of the FASB project focused on simplifications to accounting for goodwill. The new guidance has been adopted in the current period. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for public companies for annual periods beginning after December 13, 2019, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company's consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The Company adopted this standard on January 1, 2019 utilizing the modified retrospective approach and reflecting a cumulative effect adjustment at that time. Under this adoption method, prior periods are presented in accordance with the previous guidance in ASC 840, Leases. In adopting the new standard, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to keep leases with a term of 12 months or less off of its balance sheet. As part of its adoption, the Company underwent a process of assessing the lease population and determining the impact of the adoption of this standard which resulted in the recognition of operating lease liabilities |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenue | Note 3. Revenue The Company generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, Members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical service and other specialty visit. The Company’s agreements generally have a term of one year. The majority of Clients renew their contracts following their first year of services. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s Clients and Members have access to and obtain control of the telehealth service. The Company generally bills for the telehealth services on a monthly basis with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and includes a variable transaction price as the number of Members may vary from period to period. Based on historical experience, the Company estimates this amount. Subscription access revenue accounted for approximately 84%, 84% and 85% of our total revenue for the years ended December 31, 2019, 2018 and 2017, respectively. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2019 2018 2017 Subscription Access Fees: U.S. $ 356,656 $ 277,091 $ 179,184 International 106,640 73,693 18,338 Visit Fee Revenue: U.S. Paid Visits 68,738 53,074 35,294 U.S. Visit Fee Only 19,931 12,508 0 International Paid Visits 1,342 1,541 463 Total Revenues $ 553,307 $ 417,907 $ 233,279 Amounts may not add due to rounding. As of December 31, 2019 and 2018, accounts receivable, net of allowance for doubtful accounts, were $56.9 million and $43.6 million, respectively. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information and other currently available evidence. For certain services, payment is required for future months before the service is delivered to the Member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. The net increase of $7.1 million and $3.6 million in the deferred revenue balance for the year ended December 31, 2019 and 2018, respectively are primarily driven by the acquisition of Advance Medical and cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenue recognized that were included in the deferred revenue balance at the beginning of the period. The Company anticipates that it will satisfy most of its performance obligation associated with the deferred revenue within the prospective fiscal year. Revenue recognized during the fiscal years 2019 and 2018 that was included in deferred revenue at the beginning of the periods was $7.1M and $4.0M, respectively. The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, the Company’s direct-to-consumer behavioral health service provides for member refunds. Based on historical experience, the Company estimates the expected amount of refunds to be issued which are recorded as a reduction of revenue. The Company issued refunds of approximately $3.3 million and $2.7 million for the year ended December 31, 2019 and 2018, respectively. Additionally, certain of the Company’s contracts include client performance guarantees that are based upon minimum Member utilization and guarantees by the Company for specific service level performance of the Company’s services. If client performance guarantees are not being realized, the Company records, as a reduction to revenue, an estimate of the amount that will be due at the end of the respective client’s contractual period. For both of the years ended December 31, 2019 and 2018, revenue recognized from performance obligations related to prior periods for the aforementioned changes in transaction price or client performance guarantees, were not material. The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since substantially all of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 4. Fair Value Measurements The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets. The Company measures its short-term investments at fair value on a recurring basis and classifies such as Level 2. They are valued using observable inputs that reflect quoted prices directly or indirectly in active markets. The short-term investments amortized cost approximates fair value. The Company measures its contingent consideration at fair value on a recurring basis and classifies such as Level 3. The Company estimates the fair value of contingent consideration as the present value of the expected contingent payments, determined using the weighted probability of the possible payments. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 514,353 $ 0 $ 0 $ 514,353 Short-term investments $ 0 $ 2,711 $ 0 $ 2,711 Contingent liability $ 0 $ 0 $ 4,769 $ 4,769 December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 419,464 $ 4,525 $ 0 $ 423,989 Short-term investments $ 0 $ 54,545 $ 0 $ 54,545 There were no transfers between fair value measurement The change in fair value of the Company’s contingent liability is recorded in acquisition and integration related costs in the consolidated statements of operations. The contingent liability is based on future revenue and profitability expectations. The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability (in thousands): Fair value at date of acquisition $ 3,586 Payments 0 Change in fair value 1,232 Currency translation adjustment (49) Fair value at December 31, 2019 $ 4,769 Amounts may not add due to rounding. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisitions | |
Business Acquisitions | Note 5. Business Acquisitions On April 30, 2019, the Company completed the acquisition of the Paris-based telemedicine provider MedecinDirect in which MedecinDirect became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $11.2 million with additional potential earnout consideration. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from the acquisition is not tax deductible. On June 19, 2019, we made a $5.0 million minority investment in Vida Health. On May 31, 2018, the Company completed the acquisition of Advance Medical through a merger in which Advance Medical became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $351.7 million, which was comprised of 1,344,387 shares of Teladoc’s common stock valued at $68.6 million on May 31, 2018, and $283.1 million of net cash. Advance Medical is a leading global virtual healthcare provider offering a portfolio of virtual healthcare and expert medical service solutions. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $5.8 million and included transaction costs for investment bankers and other professional fees. The Company recorded $45.2 million of revenue and $2.7 million of net loss from Advance Medical for the period from May 31, 2018 (date of acquisition) through December 31, 2018. On July 14, 2017, the Company completed the acquisition of Best Doctors in which Best Doctors became a wholly-owned subsidiary of the Company. The aggregate consideration paid was $445.5 million, net of cash acquired of $13.7 million, which was comprised of 1,855,078 shares of Teladoc Health’s common stock valued at $66.2 million on July 14, 2017, and $379.3 million of cash. Best Doctors provides technology innovations and services to help employers, health plans and provider organizations to ensure that their Members combat medical uncertainty with access to the best medical minds. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total costs related to the acquisition were $9.1 million. The acquisitions described above were accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of the acquisitions were integrated within the Company’s existing business on the respective aforementioned acquisition dates. The following table summarizes the fair value estimates of the assets acquired and liabilities assumed for the May 2018 Advance Medical acquisition at acquisition date. The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets with significant estimates such as revenue projections. Identifiable assets acquired and liabilities assumed (in thousands): Advance Medical Purchase price, net of cash acquired $ 351,694 Less: Accounts receivable 8,553 Property and equipment, net 1,326 Other assets 3,675 Client relationships 100,760 Non-compete agreements 1,540 Internal-use software 770 Trademarks 16,190 Favorable leases 203 Accounts payable (361) Deferred taxes (22,714) Other liabilities (8,368) Goodwill $ 250,120 Amounts may not add due to rounding. The amount allocated to goodwill reflects the benefits Teladoc Health expects to realize from the growth of the respective acquisitions’ operations. The Company’s unaudited pro forma revenue and net loss for the years ended December 31, 2019 and 2018 below have been prepared as if Advance Medical had been purchased on January 1, 2018. Unaudited Pro Forma Year Ended December 31, (in thousands) 2019 2018 Revenue $ 553,307 $ 447,573 Net loss $ (98,864) $ (94,314) The unaudited pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisitions had been completed at the beginning of the respective periods. In addition, the unaudited pro forma information above does not attempt to project the Company’s future results. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment, Net | |
Property and Equipment, Net | Note 6. Property and Equipment, Net Property and equipment, net, consist of the following (in thousands): As of December 31, 2019 2018 Computer equipment $ 15,219 $ 13,237 Furniture and equipment 3,458 3,041 Leasehold improvement 7,022 6,034 Construction in progress 359 119 Total 26,058 22,431 Accumulated depreciation (15,762) (12,283) Property and equipment, net $ 10,296 $ 10,148 Amounts may not add due to rounding. Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $3.4 million, $4.1 million and $3.8 million, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net | |
Intangible Assets, Net | Note 7. Intangible Assets, Net Intangible assets consist of the following (in thousands): Weighted Average Useful Accumulated Net Carrying Remaining Life Gross Value Amortization Value Useful Life December 31, 2019 Client relationships 2 to 20 years $ 237,182 $ (60,647) $ 176,535 13.1 Non-compete agreements 1.5 to 5 years 4,958 (4,260) 698 1.4 Trademarks 3 to 15 years 42,606 (7,143) 35,463 12.9 Patents 3 years 200 (200) 0 0 Internal-use software and other 3 to 5 years 34,850 (22,093) 12,757 2.3 Intangible assets, net $ 319,796 $ (94,343) $ 225,453 12.4 December 31, 2018 Client relationships 2 to 20 years $ 233,007 $ (35,453) $ 197,554 13.7 Non-compete agreements 1.5 to 5 years 4,992 (3,741) 1,251 2.4 Trademarks 3 to 15 years 41,815 (4,137) 37,678 13.9 Patents 3 years 200 (139) 61 0.9 Internal-use software 3 to 5 years 25,644 (14,794) 10,850 2.0 Intangible assets, net $ 305,658 $ (58,264) $ 247,394 13.2 Amounts may not add due to rounding. Amortization expense for intangible assets was $35.6 million, $31.5 million and $15.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 34,728 2021 30,627 2022 25,479 2023 20,982 2024 and thereafter 113,637 $ 225,453 Amounts may not add due to rounding. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): 2019 2018 Professional fees $ 1,535 $ 1,264 Consulting fees/provider fees 10,618 6,569 Client performance guarantees 3,298 2,910 Legal fees 1,077 1,073 Interest payable 838 883 Income tax payable 2,859 2,610 Insurance 1,263 167 Marketing 2,810 644 Operating lease liabilities - current 5,088 0 Deferred revenue 12,466 7,650 Other 7,996 3,031 Total $ 49,848 $ 26,801 Amounts may not add due to rounding. |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2019 | |
Revolving Credit Facility | |
Revolving Credit Facility | Note 10. Revolving Credit Facility On July 14, 2017, the Company is party to a $10.0 million Senior Secured Revolving Credit Facility (the “Revolving Credit Facility”). The Revolving Credit Facility is available for working capital and other general corporate purposes. The Company has maintained the Revolving Credit Facility and, there was no amount outstanding as of December 31, 2019 and 2018 other than the $2.2 million of letters of credit issued for facility security deposits at December 31, 2019 and 2018, respectively. The Company was in compliance with all debt covenants at December 31, 2019 and 2018. |
Leases and Contractual Obligati
Leases and Contractual Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Leases and Contractual Obligations | |
Leases and Contractual Obligations | Note 12. Leases and Contractual Obligations Operating Leases The Company has operating leases for facilities, hosting co-location facilities and certain equipment under non-cancelable leases in the United States and various international locations. The leases have remaining lease terms of 1 to 11 years, with options to extend the lease term from 1 to 6 years. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the arrangement conveing the right ot use property, plant or equipment for a started period of time. For new and amended leases beginning in 2019 and after, the Company will separately allocate the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases. The components of operating lease expense reflected in the consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2019 Lease cost Operating lease cost $ 8,020 Variable lease cost 954 Total lease cost $ 8,974 In determining the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the original lease term and not the remaining lease term. Supplemental information related to operating leases was as follows (in thousands): Year Ended Consolidated Statements of Cash Flows December 31, 2019 Cash payment for operating cash flows used for operating leases $ 7,911 Operating lease liabilities arising from obtaining right-of-use assets $ 6,228 Other Information Weighted-average remaining lease term 6.03 yrs Weighted-average discount rate 6.50% The Company leases office space under non-cancelable operating leases in the United States and various international locations. As of December 31, 2019, the future minimum lease payments under non-cancelable operating leases are as follows (in thousands): Operating Leases 2020 $ 7,030 2021 5,890 2022 5,751 2023 5,477 2024 4,382 2025 and thereafter 8,019 Sub-total 36,549 Less: imputed interest 6,467 Minimum lease payments $ 30,082 Amounts may not add due to rounding. The future minimum lease payments primarily relate to facilities space. The facility lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. As of December 31, 2019, the Company entered into a lease, commencing in 2020 future lease payments of $8.0 million, excluding purchase options, that are not yet recorded on our Consolidated Balance Sheet. Letter of Credit The Company has $2.2 million letter of credits outstanding relating to its leased office space at December 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 14. Income Taxes The Company follows the provisions of the accounting guidance on accounting for income taxes which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. For financial reporting purposes, income (loss) before income taxes for the years ended December 31, 2019, 2018 and 2017 include the following components (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (95,476) $ (91,142) $ (107,703) International (13,979) (5,824) 696 Total $ (109,455) $ (96,966) $ (107,007) Amounts may not add due to rounding. The provision (benefit) for income taxes is comprised of the following components: Year Ended December 31, 2019 2018 2017 Current federal $ 239 $ 0 $ 9 Current state 300 6 0 Current foreign (262) 2,011 357 Total current 277 2,017 366 Deferred federal (5,043) (499) (273) Deferred state (1,783) 416 122 Deferred foreign (4,042) (1,816) (440) Total deferred (10,868) (1,899) (591) Total (Benefit) / Provision $ (10,591) $ 118 $ (225) Amounts may not add due to rounding. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: Year Ended December 31, 2019 2018 2017 Tax at federal statutory rate 21.0 % 21.0 % 35.0 % State and local tax 4.6 % 4.8 % 2.5 % Mandatory repatriation net of dividends received deduction 0 % 0 % (3.2) % Acquisition expenses (0.4) % (1.3) % 0 % Non-deductible stock compensation 11.5 % 16.5 % 6.6 % Executive compensation (3.8) % 0 % 0 % Non-deductible expenses (0.2) % (0.3) % (0.2) % Foreign rate differential 2.2 % 0 % 0 % Foreign tax credit 0 % 0 % 1.2 % Change in deferred taxes due to tax legislation 0 % 0 % (34.5) % Change in valuation allowance due to tax legislation 0 % 0 % 35.3 % Change in valuation allowance (25.3) % (41.5) % (43.1) % Other 0.1 % 0.7 % 0.6 % Effective tax rate 9.7 % (0.1) % 0.2 % The Company’s deferred tax assets and liabilities consist of the following (in thousands): As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 158,520 $ 136,384 Accrued expenses and compensation 2,168 782 Uncertain tax positions, including interest 352 312 Stock-based compensation 14,914 9,175 Foreign tax credits and alternative minimum tax credits 5,871 7,135 Interest expense carryforward 1,295 1,274 Operating lease assets (1) 7,492 0 Other 127 73 Deferred tax assets 190,739 155,135 Valuation allowance (121,186) (93,572) Net deferred tax assets 69,553 61,563 Deferred tax liabilities: Debt related (27,545) (31,986) Operating lease liabilities (1) (6,889) 0 Depreciation of property and equipment (1,344) (2,342) Intangible assets (55,453) (59,679) Deferred tax liabilities (91,231) (94,007) Net deferred tax liabilities $ (21,678) $ (32,444) (1) As discussed in Note 14 to the consolidated financial statements, in 2019, we adopted an updated lease accounting standard that resulted in the recognition of operating lease right-of-use assets and lease liabilities. We adopted this standard using a transition method that does not require application to periods prior to adoption. (2) Amounts may not add due to rounding. As of December 31, 2019, the Company has a valuation allowance of approximately $121.2 million against most of the domestic net deferred tax assets, for which realization cannot be considered more likely than not at this time. The net deferred tax liability is the result of indefinite lived assets related to amortization of U.S. tax deductible goodwill along with foreign operation timing differences. The increase in the valuation allowance of $27.6 million is primarily due to the current year loss in the U.S. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. The Company remains in a significant cumulative loss position as of December 31, 2019 and, as a result, management believes a full valuation allowance against most domestic net deferred tax assets, except for the domestic deferred tax liabilities associated with indefinite lived intangible assets, is warranted as of December 31, 2019. The primary driver for the income tax benefit as of December 31, 2019 as compared to the income tax expense at December 31, 2018 is the partial release of the valuation allowance due to the reasessment of the realizability of deferred tax assets. This relates to the intercompany transfer of a U.S. subsidiary from a foreign owned subsidiary to the U.S. parent, which was recorded in the quarter ending September 30,2019. The valuation allowance against the remaining deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s Consolidated Statements of Operations, the effect of which would be an increase in reported net income. The amount of any such tax benefit associated with release of our valuation allowance in a particular reporting period may be material. H.R. 1, commonly referred to as the Tax Cuts and Jobs Act, was enacted on December 22, 2017. The Tax Act included significant changes to the Internal Revenue Code of 1986, as amended, including amendments which significantly change the taxation of business entities. ASC 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment. The Company recognized the impact of the reduction in the U.S. statutory rate from 35% to 21% at December 31, 2017 as well as the impact of the mandatory repatriation, which was fully offset with a change in net operating loss and valuation allowance. Given the significance of the legislation, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (SAB 118), which clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provided for up to a one-year period in which to complete the required analyses and accounting. The Company finalized the impacts of the Tax Cuts and Jobs Act during the filing of the domestic tax return in the fourth quarter of 2018 and it did not have a material impact to the consolidated financial statements. In accordance with the Tax Cuts and Jobs Act, the Company reduced the current U.S. statutory tax rate from 35 percent to 21 percent on January 1, 2018. The Company also limited its interest deduction in accordance with the changes to IRC Section 163(j), which expands the limitation on the deductibility of interest expense, resulting in the creation of an interest expense carryforward of $5.2 million, at the effective date, which can be carried forward indefinitely and is offset with a valuation allowance. The Company assessed the Global Intangible Low-Taxed Income, and although not material, the Company is accounting for it as a current period cost. The Company is not subject to the Base Erosion and Anti-Abuse Tax. As of December 31, 2019, the Company has approximately $609.7 million of federal net operating loss carryforwards, $326.7 million of state net operating loss carryforwards, and $39.3 million of foreign net operating loss carryforwards. The federal net operating loss carryforwards created in the year ended December 31, 2018 of $205.8 million carry forward infinitely, while the remaining federal net operating loss carryforwards of $404.0 million begin to expire in 2020. The state net operating loss carryforwards begin to expire in 2019, and the foreign net operating loss carryforwards begin to expire in 2021. As of December 31, 2019, the Company has approximately $5.9 million of foreign tax credits, which begin to expire in 2020. Utilization of the net operating loss carryforwards and foreign tax credits may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986, or Section 382, as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance on January 1, 2019 $ 2,907 Additions based on Prior Year Tax Positions 5 Balance on December 31, 2019 $ 2,912 The Company anticipates that $2.4 million of unrecognized tax benefits will decrease in the next 12 months. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions in the United States and other countries, where applicable. There are currently no pending tax examinations. The Company thus is still open under the U.S. statute from 2014 to the present and as early as 2006 to the present for foreign jurisdictions. Earlier years may be examined to the extent that loss carryforwards are used in future periods. There are no tax matters under discussion with taxing authorities that are expected to have a material effect on the Company's consolidated financial statements. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest expense, net in the consolidated statements of operations. The Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated, aside from undistributed earnings of $12.8 million for the Company’s foreign subsidiaries that are intended to be indefinitely reinvested in operations outside the U.S. as of December 31, 2019. The amount of any unrecognized deferred tax liability on these undistributed earnings would be immaterial. |
Sale of Assets
Sale of Assets | 12 Months Ended |
Dec. 31, 2019 | |
Sale of Assets | |
Sale of Assets | Note 15. Sale of Assets On June 29, 2018, the Company completed the sale of certain assets, primarily client contracts for services provided in the workers compensation field for total consideration of $5.5 million. The Company recorded a gain on this sale of $5.5 million which is included in the consolidated statements of operations for the year ended December 31, 2018. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss per Share | |
Net Loss per Share | Note 16. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. The Company has 5.2 million outstanding stock options, 2.0 million outstanding restricted stock units and 0.1 million issuable shares of common stock associated with the ESPP. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2019 2018 2017 Net loss $ (98,864) $ (97,084) $ (106,782) Weighted-average shares used to compute basic and diluted net loss per share 71,845 65,845 55,427 Net loss per share, basic and diluted $ (1.38) $ (1.47) $ (1.93) |
Quarterly Statement of Operatio
Quarterly Statement of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Statement of Operations | |
Quarterly Statement of Operations | Note 17. Quarterly Statement of Operations The following table sets forth our quarterly consolidated statement of operations data for the years ended December 31, 2019 and 2018: (in thousands, except net loss per share data) 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 Revenue $ 89,644 $ 94,560 $ 110,962 $ 122,741 $ 128,573 $ 130,276 $ 137,969 $ 156,489 Expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 26,856 27,684 34,167 40,028 44,677 41,634 42,799 55,355 Operating expenses: Advertising and marketing 20,325 19,561 21,668 23,555 26,404 26,616 31,321 25,356 Sales 13,783 14,559 16,303 14,509 16,212 15,832 16,120 16,751 Technology and development 12,904 14,348 13,577 13,544 15,987 16,665 15,746 16,246 Legal and regulatory 1,045 639 807 1,490 1,586 2,019 1,634 1,523 Acquisition and integration related costs 1,569 5,800 1,588 1,434 1,012 1,136 1,995 2,477 Gain on sale 0 (4,070) (1,430) 0 0 0 0 0 General and administrative 24,001 26,140 30,314 36,461 35,982 38,549 38,681 44,482 Depreciation and amortization 8,253 8,046 9,746 9,557 9,600 9,848 9,617 9,887 Total expenses 108,736 112,707 126,740 140,578 151,460 152,299 157,913 172,077 Loss from operations (19,092) (18,147) (15,778) (17,837) (22,887) (22,023) (19,944) (15,588) Interest expense, net 4,873 6,910 7,666 6,663 6,521 7,211 7,700 7,581 Net loss before taxes (23,965) (25,057) (23,444) (24,500) (29,408) (29,234) (27,644) (23,169) Income tax provision (benefit) (103) 22 (180) 379 742 90 (7,298) (4,125) Net loss (23,862) (25,079) (23,264) (24,879) (30,150) (29,324) (20,346) (19,044) GAAP Net Loss per Share $ (0.39) $ (0.40) $ (0.34) $ (0.35) $ (0.43) $ (0.41) $ (0.28) $ (0.26) Weighted Average Common Shares Outstanding Used in Computing GAAP Net Loss per Share - Basic and Diluted 61,798 62,976 68,248 70,240 70,919 71,721 72,151 72,565 Amounts may not add due to rounding. Note: The Company acquired Advance Medical on May 31, 2018 and MedecinDirect on April 30, 2019. The results of the acquisitions were integrated within the Company’s existing business on the respective acquisition dates. Amounts may not add due to rounding. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2019 | |
401(k) Plan | |
401(k) Plan | Note 18. 401(k) Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100% of eligible employee’s elective deferral up to 4% of $0.3 million of eligible earnings. The Company made matching contributions to participants’ accounts totaling $3.2 million, $2.7 million and $1.7 million during the years ended December 31, 2019, 2018 and 2017, respectively. |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2019 | |
Legal Matters | |
Legal Matters | Note 19. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising out of the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on our business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. Teladoc Health’s management does not presently expect any litigation matter to have a material adverse impact on our business, financial condition, results of operations or cash flows. On December 12, 2018, a purported securities class action complaint (Reiner v. Teladoc Health, Inc., et.al.) was filed in the United States District Court for the Southern District of New York against the Company and certain of the Company’s officers and a former officer. The complaint is brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period March 3, 2016 through December 5, 2018. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false or misleading statements and omissions with respect to, among other things, the alleged misconduct of one of the Company’s previous Executive Officers. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. The Company believes that the claims against the Company and its officers are without merit, and the Company and its named officers intend to defend the Company vigorously, including filing a motion to dismiss the complaint. In addition, on June 21, 2019, a stockholder derivative lawsuit (Kreutter v. Gorevic, et al.) was filed in the SDNY against certain current and former directors and officers of the Company. The derivative lawsuit alleges that the named directors and officers breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the purported securities class action complaint described above. The Company believes that the claims set forth in this stockholder derivative lawsuit are without merit. On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the United States District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (TCPA) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. The Company will vigorously defend the lawsuit and any potential loss is currently deemed to be immaterial. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | Note 20. Subsequent Event On January 12, 2020, the Company entered into a definitive agreement to acquire InTouch Technologies, Inc., the leading provider of enterprise telehealth solutions for hospitals and health systems. The transaction is expected to close by the end of the second quarter of 2020. Under the terms of the agreement, the purchase price of $600.0 million will consist of approximately $150.0 million in cash and $450.0 million of Teladoc Health’s common stock. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Schedule II - Valuation and Qualifying Accounts | |
Schedule II - Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts Allowance for Doubtful Accounts Receivable (in thousands): Balance at Balance at Beginning End of Period Provision Write-offs Other of Period Fiscal Year Ended December 31, 2019 $ 3,382 $ 2,664 $ (2,263) $ 4 $ 3,787 Fiscal Year Ended December 31, 2018 $ 2,422 $ 2,421 $ (1,441) $ (20) $ 3,382 Fiscal Year Ended December 31, 2017 $ 2,422 $ 1,731 $ (1,920) $ 189 $ 2,422 Amounts may not add due to rounding. Income Taxes Valuation Allowance (in thousands): Balance at Balance at Beginning End of Period Provision Write-offs Other of Period Fiscal Year Ended December 31, 2019 $ 93,572 $ 36,124 $ 0 $ (8,510) $ 121,186 Fiscal Year Ended December 31, 2018 $ 73,786 $ 41,093 $ (1,036) $ (20,271) $ 93,572 Fiscal Year Ended December 31, 2017 $ 71,202 $ 28,207 $ 0 $ (25,623) $ 73,786 Amounts may not add due to rounding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc Health, two professional associations and fourteen professional corporations and a service corporation (collectively, the “Association”). Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. is party to several Services Agreements by and among it and the professional corporations pursuant to which each professional corporation provides services to Teladoc Health Medical Group, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE, must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the Association and funds and absorbs all losses of the VIE. Total revenue and net loss for the VIE were $83.6 million and $(3.2) million, $58.1 million and $(2.5) million and $33.2 million and $(7.0) million for the years ended December 31, 2019, 2018 and 2017, respectively. The VIE’s total assets all of which were current were $13.6 million and $9.8 million at December 31, 2019 and 2018, respectively. Total liabilities all of which were current for the VIE were $51.3 million and $44.3 million at December 31, 2019 and 2018, respectively. The VIE total stockholders’ deficit was $37.7 million and $34.5 million at December 31, 2019 and 2018, respectively. All intercompany transactions and balances have been eliminated. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, purchase accounting, client performance guarantees, the calculation of a contingent liability in connection with an earn-out, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock-based awards. |
Segment Information | Segment Information The Company’s chief operating decision maker, its Chief Executive Officer (“CEO”), reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment—health services. Revenue earned by foreign operations for Clients outside of the United States were $108.0 million, $75.2 million and $18.8 million for the year ended December 31, 2019, 2018 and 2017, respectively. Long-lived assets of foreign operations totaled $2.2 million, $1.5 million and $0.2 million as of December 31, 2019, 2018 and 2017, respectively. These foreign operations were acquired in connection with the MedecinDirect, Advance Medical and Best Doctors’ acquisitions in April 2019, May 2018 and July 2017, respectively. |
Revenue Recognition | Revenue Recognition The Company generates virtual healthcare service revenue from contracts with Clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical and other specialty visits and expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, Members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical service and other specialty visit. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s Clients and Members have access to and obtain control of the telehealth service. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and includes a variable transaction price as the number of Members may vary from period to period. Based on historical experience, the Company estimates this amount which is recorded as a component of revenue. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of fees paid to the physicians and other health professionals (“Providers”), costs incurred in connection with the Company’s provider network operations center activities, which include employee-related expenses (including salaries and benefits) as well as costs related to medical records, magnetic resonance imaging, medical lab tests, translation, postage and medical malpractice insurance. Cost of revenue does not include an allocation of depreciation and amortization. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company’s cash and cash equivalents generally consist of investments in money market funds. Cash and cash equivalents are stated at fair value. |
Short-Term Investments | Short-Term Investments The Company holds short-term investments primarily consisting of corporate bonds, commercial paper, U.S. treasuries and asset backed securities with maturities of less than one year. These short-term investments are classified as available-for-sale and are carried at fair value with unrealized gains or losses recorded as a separate component of stockholders’ equity in accumulated other comprehensive income (loss). Realized gains or losses are recognized in the consolidated statements of operations upon disposition of the securities. As of December 31, 2019, there were no Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. There were no realized losses for the year ended December 31, 2019. Realized losses for the year ended December 31, 2018 and 2017 were less than $0.1 million and were recognized in the Company’s consolidated statements of operations. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the collection history and age of each outstanding invoice of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows: Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred while improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. |
Internal-Use Software | Internal-Use Software Internal-use software is included in intangible assets and is amortized on a straight-line basis over 3 to 5 years. For the Company’s development costs related to its software development tools that enable its Members and Providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the consolidated financial statements. Other intangible assets resulted from business acquisitions and include Client relationships, non-compete agreements, patents and trademarks. Client relationships are amortized over a period of 2 to 20 years in relation to expected future cash flows, while non-compete agreements are amortized over a period of 1.5 to 5 years using the straight-line method. Trademarks are amortized over 3 to 15 years using the straight-line method. Patents are amortized over 3 years using the straight-line method. Long-lived assets (property and equipment, internally developed software, and intangible assets) used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. There were no impairment losses in 2019, 2018 or 2017. |
Investments in Equity Securities | Investments in Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board's ("FASB") issued Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, following its adoption on January 1, 2018, with any changes to fair value recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer; value is generally determined based on a market approach as of the transaction date. The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. If our assessment indicates that the fair value of the investment is below its carrying value, the Company will write down the investment to its fair value and record the corresponding charge within other income (expense), net. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation for stock options and restricted stock units granted is measured based on the grant- date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Stock-based compensation for performance stock units (PSU) granted is measured based on the grant- date fair value of the awards and recognized on an accelerated tranche by tranche basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance conditions and can range from 50% to 200% of the initial grant. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. |
Foreign Currency | Foreign Currency The functional currency for each of our foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the weighted average exchange rate during the period. Cumulative translation gains or losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss) . For the year ended December 31, 2019, realized foreign exchange gain was $0.2 million and was recognized in the Company’s consolidated statement of operations in interest expense, net. For the year ended December 31, 2018, realized foreign exchange gain was $0.1 million and was recognized in the Company’s consolidated statement of operations. For the year ended December 31, 2017, realized foreign exchange loss was $0.1 million and was recognized in the Company’s consolidated statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two- step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest expense, net in the consolidated statements of operations. The Tax Cuts and Jobs Act, was enacted on December 22, 2017. Authoritative accounting guidance requires companies to recognize the effect of tax law changes in the period of enactment. Certain key aspects of the new law were effective January 1, 2018 and other key aspects had an immediate accounting effect for the year ended December 31, 2017. Refer to Note 14. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on short-term investments and cumulative translation gains or losses. Unrealized gains or losses are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. |
Warranties and Indemnification | Warranties and Indemnification The Company’s arrangements generally include certain provisions for indemnifying Clients against liabilities if there is a breach of a Client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses Advertising and marketing include all communications and campaigns to the Company’s Clients and Members, digital and media advertising and related employees’ costs and are expensed as incurred. For the years ended December 31, 2019, 2018 and 2017, advertising expenses were $88.8 million, $70.6 million and $45.1 million, respectively. |
Concentrations of Risk and Significant Clients | Concentrations of Risk and Significant Clients The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. Although the Company deposits its cash with multiple financial institutions in U.S. and in foreign countries, its deposits, at times, may exceed federally insured limits. The Company’s short-term investments are comprised of a portfolio of diverse high credit rating instruments with maturity durations of one year or less. Revenue from Clients located in the United States for the year ended December 31, 2019, 2018 and 2017 were $445.3 million, $342.7 million and $214.5 million, respectively. Revenue from Clients located outside the United States for the year ended December 31, 2019, 2018 and 2017 were $108.0 million, $75.2 million and $18.8 million, respectively. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Seasonality | Seasonality The Company typically experiences the strongest increases in consecutive quarterly revenue during the fourth and first quarters of each year, which coincides with traditional annual benefit enrollment seasons. In particular, as a result of many Clients’ introduction of new services at the very end of a calendar year, or the start of each calendar year, the majority of the Company’s new Client contracts have an effective date of January 1. Additionally, as a result of national seasonal cold and flu trends, the Company experiences the highest level of visit fees during the first and fourth quarters of each year when compared to other quarters of the year. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In December 2019, FASB issued ASU 2019-12 Simplification of Income Taxes (Topic 740) Income Taxes. ASU 2019-12 . ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s consolidated financial statements and disclosures. In January 2017, the FASB issued ASU 2017-04, Goodwill Simplifications (Topic 350). ASU 2017-04 simplifies the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test as currently prescribed in the U.S. generally accepted accounting principle. This ASU is the result of the FASB project focused on simplifications to accounting for goodwill. The new guidance has been adopted in the current period. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for public companies for annual periods beginning after December 13, 2019, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company's consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The Company adopted this standard on January 1, 2019 utilizing the modified retrospective approach and reflecting a cumulative effect adjustment at that time. Under this adoption method, prior periods are presented in accordance with the previous guidance in ASC 840, Leases. In adopting the new standard, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to keep leases with a term of 12 months or less off of its balance sheet. As part of its adoption, the Company underwent a process of assessing the lease population and determining the impact of the adoption of this standard which resulted in the recognition of operating lease liabilities |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of useful life of property and equipment | Computer equipment 3 years Furniture and equipment 5 years Leasehold improvements Shorter of the lease term or the estimated useful lives of the improvements |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Schedule of disaggregation of revenue | The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Year Ended December 31, 2019 2018 2017 Subscription Access Fees: U.S. $ 356,656 $ 277,091 $ 179,184 International 106,640 73,693 18,338 Visit Fee Revenue: U.S. Paid Visits 68,738 53,074 35,294 U.S. Visit Fee Only 19,931 12,508 0 International Paid Visits 1,342 1,541 463 Total Revenues $ 553,307 $ 417,907 $ 233,279 Amounts may not add due to rounding. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Schedule assets and liabilities measured at fair value on a recurring basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 514,353 $ 0 $ 0 $ 514,353 Short-term investments $ 0 $ 2,711 $ 0 $ 2,711 Contingent liability $ 0 $ 0 $ 4,769 $ 4,769 December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 419,464 $ 4,525 $ 0 $ 423,989 Short-term investments $ 0 $ 54,545 $ 0 $ 54,545 |
Schedule of reconciliation of company's Level 3 liabilities | The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability (in thousands): Fair value at date of acquisition $ 3,586 Payments 0 Change in fair value 1,232 Currency translation adjustment (49) Fair value at December 31, 2019 $ 4,769 Amounts may not add due to rounding. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisitions | |
Summary of identifiable assets acquired and liabilities assumed | Identifiable assets acquired and liabilities assumed (in thousands): Advance Medical Purchase price, net of cash acquired $ 351,694 Less: Accounts receivable 8,553 Property and equipment, net 1,326 Other assets 3,675 Client relationships 100,760 Non-compete agreements 1,540 Internal-use software 770 Trademarks 16,190 Favorable leases 203 Accounts payable (361) Deferred taxes (22,714) Other liabilities (8,368) Goodwill $ 250,120 Amounts may not add due to rounding. |
Schedule of unaudited pro forma revenue and net loss | Unaudited Pro Forma Year Ended December 31, (in thousands) 2019 2018 Revenue $ 553,307 $ 447,573 Net loss $ (98,864) $ (94,314) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment, Net | |
Summary of property and equipment, net | Property and equipment, net, consist of the following (in thousands): As of December 31, 2019 2018 Computer equipment $ 15,219 $ 13,237 Furniture and equipment 3,458 3,041 Leasehold improvement 7,022 6,034 Construction in progress 359 119 Total 26,058 22,431 Accumulated depreciation (15,762) (12,283) Property and equipment, net $ 10,296 $ 10,148 Amounts may not add due to rounding. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net | |
Schedule of finite lived intangible assets | Intangible assets consist of the following (in thousands): Weighted Average Useful Accumulated Net Carrying Remaining Life Gross Value Amortization Value Useful Life December 31, 2019 Client relationships 2 to 20 years $ 237,182 $ (60,647) $ 176,535 13.1 Non-compete agreements 1.5 to 5 years 4,958 (4,260) 698 1.4 Trademarks 3 to 15 years 42,606 (7,143) 35,463 12.9 Patents 3 years 200 (200) 0 0 Internal-use software and other 3 to 5 years 34,850 (22,093) 12,757 2.3 Intangible assets, net $ 319,796 $ (94,343) $ 225,453 12.4 December 31, 2018 Client relationships 2 to 20 years $ 233,007 $ (35,453) $ 197,554 13.7 Non-compete agreements 1.5 to 5 years 4,992 (3,741) 1,251 2.4 Trademarks 3 to 15 years 41,815 (4,137) 37,678 13.9 Patents 3 years 200 (139) 61 0.9 Internal-use software 3 to 5 years 25,644 (14,794) 10,850 2.0 Intangible assets, net $ 305,658 $ (58,264) $ 247,394 13.2 Amounts may not add due to rounding. |
Schedule of amortization to be charged to expense over the remaining life of the intangible assets | Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 34,728 2021 30,627 2022 25,479 2023 20,982 2024 and thereafter 113,637 $ 225,453 Amounts may not add due to rounding. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill | |
Summary of goodwill | Goodwill consists of the following (in thousands): As of December 31, As of December 31, 2019 2018 Beginning balance $ 737,197 $ 498,520 Additions associated with acquisitions 10,604 250,120 Cumulative translation adjustment (1,722) (11,443) Goodwill $ 746,079 $ 737,197 Amounts may not add due to rounding. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): 2019 2018 Professional fees $ 1,535 $ 1,264 Consulting fees/provider fees 10,618 6,569 Client performance guarantees 3,298 2,910 Legal fees 1,077 1,073 Interest payable 838 883 Income tax payable 2,859 2,610 Insurance 1,263 167 Marketing 2,810 644 Operating lease liabilities - current 5,088 0 Deferred revenue 12,466 7,650 Other 7,996 3,031 Total $ 49,848 $ 26,801 Amounts may not add due to rounding. |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
2025 Notes | |
Convertible Senior Notes | |
Summary of the Notes | The 2025 Notes consist of the following (in thousands): As of December 31, As of December 31, Liability component 2019 2018 Principal $ 287,500 $ 287,500 Less: Debt discount, net (1) (81,207) (92,913) Net carrying amount $ 206,293 $ 194,587 (1) Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2025 Notes using the effective interest rate method. |
Schedule of total interest expense recognized related to the Notes | The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): Year Ended December 31, 2019 2018 Contractual interest expense $ 3,953 $ 2,578 Amortization of debt discount 11,706 6,831 Total $ 15,659 $ 9,409 Effective interest rate of the liability component 7.9 % 7.9 % Amounts may not add due to rounding. |
2022 Notes | |
Convertible Senior Notes | |
Summary of the Notes | The 2022 Notes consist of the following (in thousands): As of December 31, As of December 31, Liability component 2019 2018 Principal $ 274,995 $ 275,000 Less: Debt discount, net (2) (40,878) (54,904) Net carrying amount $ 234,117 $ 220,096 (2) Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2022 Notes using the effective interest rate method. |
Schedule of total interest expense recognized related to the Notes | The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Year Ended December 31, 2019 2018 2017 Contractual interest expense $ 8,250 $ 8,250 $ 4,227 Amortization of debt discount 14,026 12,726 6,052 Total $ 22,276 $ 20,976 $ 10,279 Effective interest rate of the liability component 10.0 % 10.0 % 10.0 % Amounts may not add due to rounding. |
Leases and Contractual Obliga_2
Leases and Contractual Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases and Contractual Obligations | |
Schedule of components of operating lease expense | The components of operating lease expense reflected in the consolidated statements of operations were as follows (in thousands): Year Ended December 31, 2019 Lease cost Operating lease cost $ 8,020 Variable lease cost 954 Total lease cost $ 8,974 |
Schedule of supplemental information | Supplemental information related to operating leases was as follows (in thousands): Year Ended Consolidated Statements of Cash Flows December 31, 2019 Cash payment for operating cash flows used for operating leases $ 7,911 Operating lease liabilities arising from obtaining right-of-use assets $ 6,228 Other Information Weighted-average remaining lease term 6.03 yrs Weighted-average discount rate 6.50% |
Schedule of future minimum lease payments | Operating Leases 2020 $ 7,030 2021 5,890 2022 5,751 2023 5,477 2024 4,382 2025 and thereafter 8,019 Sub-total 36,549 Less: imputed interest 6,467 Minimum lease payments $ 30,082 Amounts may not add due to rounding. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Common Stock and Stockholders'Equity | |
Summary of stock option activity under the Plan | Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2018 6,947,797 $ 23.15 7.86 $ 186,770 Stock option grants 164,524 $ 64.52 0 $ 0 Stock options exercised (1,632,130) $ 20.40 0 $ (74,068) Stock options forfeited (271,192) $ 39.73 0 $ 0 Stock options expired (2,018) $ 0.80 0 $ 0 Balance at December 31, 2019 5,206,981 $ 24.47 7.03 $ 308,538 Vested or expected to vest at December 31, 2019 5,206,981 $ 24.47 7.03 $ 308,538 Exercisable at December 31, 2019 3,300,173 $ 19.60 6.65 $ 211,594 |
Assumptions used for estimate of fair value of options | Year Ended December 31, 2019 2018 2017 Volatility 46.8% – 47.6% 43.4% – 46.1% 44.8% – 47.7% Expected life (in years) 5.2 6.0 6.0 Risk-free interest rate 1.35% - 2.55% 2.45% - 3.03% 1.81% - 2.30% Dividend yield 0 0 0 Weighted-average fair value of underlying stock options $ 28.37 $ 20.26 $ 12.14 |
Schedule of activity under the RSU's | Activity under the RSU’s is as follows: Weighted-Average Grant Date Shares Fair Value Per Share Balance at December 31, 2018 1,332,824 $ 40.61 Granted 878,004 $ 64.66 Vested and issued (517,572) $ 39.55 Forfeited (209,698) $ 54.14 Balance at December 31, 2019 1,483,558 $ 54.13 Vested and unissued at December 31, 2019 13,755 $ 50.90 Non-vested at December 31, 2019 1,469,803 $ 53.98 |
Schedule of activity under the PSU's | Activity under the PSU is as follows: Weighted-Average Grant Date Shares Fair Value Per Share Balance at December 31, 2018 76,624 $ 38.55 Granted 486,441 $ 64.94 Vested and issued (31,338) $ 38.55 Forfeited (19,245) $ 67.55 Balance at December 31, 2019 512,482 $ 62.51 Vested and unissued at December 31, 2019 0 $ 0 Non-vested at December 31, 2019 512,482 $ 62.51 |
Components of operating expense charged for compensation cost expense | Note 13. Common Stock and Stockholders’ Equity Capitalization Effective May 31, 2018, the authorized number of shares of the Company’s common stock was increased from 100,000,000 to 150,000,000 shares. On July 26, 2018, Teladoc Health closed on its July Offering in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.9 million after deducting offering expenses of $0.5 million. Warrants The Company has no warrants outstanding as of December 31, 2019 and 2018. Stock Plan and Stock Options The Company’s 2015 Incentive Award Plan (the “Plan”) provides for the issuance of incentive and nonstatutory options and other equity-based awards to its employees and non-employees. Options issued under the Plan are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plan, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. The Company had 4,782,863 shares available for grant at December 31, 2019. Activity under the Plan is as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2018 6,947,797 $ 23.15 7.86 $ 186,770 Stock option grants 164,524 $ 64.52 0 $ 0 Stock options exercised (1,632,130) $ 20.40 0 $ (74,068) Stock options forfeited (271,192) $ 39.73 0 $ 0 Stock options expired (2,018) $ 0.80 0 $ 0 Balance at December 31, 2019 5,206,981 $ 24.47 7.03 $ 308,538 Vested or expected to vest at December 31, 2019 5,206,981 $ 24.47 7.03 $ 308,538 Exercisable at December 31, 2019 3,300,173 $ 19.60 6.65 $ 211,594 The total grant-date fair value of stock options granted during the year ended December 31, 2019, 2018 and 2017 was $4.7 million, $27.0 million and $73.8 million, respectively. All stock-based awards to employees are measured based on the grant-date fair value of the awards and are generally recognized on a straight-line basis in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each award). The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model are determined as follows: Volatility. Since the Company does not have a trading history prior to July 2015 for its common stock, the expected volatility was derived from a blend of the Company’s history and the historical stock volatilities of several unrelated public companies within its industry that it considers to be comparable to its business combined with the Company’s stock volatility over a period equivalent to the expected term of the stock option grants. The Company increases the weighted average applied to the Company’s trading history each year as more history becomes available. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero. Forfeiture rate. The Company recognizes forfeitures as they occur. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share: Year Ended December 31, 2019 2018 2017 Volatility 46.8% – 47.6% 43.4% – 46.1% 44.8% – 47.7% Expected life (in years) 5.2 6.0 6.0 Risk-free interest rate 1.35% - 2.55% 2.45% - 3.03% 1.81% - 2.30% Dividend yield 0 0 0 Weighted-average fair value of underlying stock options $ 28.37 $ 20.26 $ 12.14 For the year ended December 31, 2019, 2018 and 2017, the Company recorded compensation expense related to stock options granted of $20.4 million and $24.6 million and $17.6 million, respectively. As of December 31, 2019, the Company had $26.4 million in unrecognized compensation cost related to non vested stock options, which is expected to be recognized over a weighted average period of approximately 1.9 years. Restricted Stock Units In May 2017, the Company commenced issuing Restricted Stock Units (“RSU’s”), pursuant to the Plan to certain employees and Board Members under the 2017 Employment Inducement Incentive Award Plan. The fair value of the RSU’s is determined on the date of grant. The Company records compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period for RSU’s and on an accelerated tranche by tranche basis for performance based awards. The vesting period for employees and members of the Board of Directors ranges from one Activity under the RSU’s is as follows: Weighted-Average Grant Date Shares Fair Value Per Share Balance at December 31, 2018 1,332,824 $ 40.61 Granted 878,004 $ 64.66 Vested and issued (517,572) $ 39.55 Forfeited (209,698) $ 54.14 Balance at December 31, 2019 1,483,558 $ 54.13 Vested and unissued at December 31, 2019 13,755 $ 50.90 Non-vested at December 31, 2019 1,469,803 $ 53.98 The total grant-date fair value of RSU’s granted for the years ended December 31, 2019, 2018 and 2017 were $56.7 million, $49.3 million and $24.8 million, respectively. For the year ended December 31, 2019, 2018 and 2017, the Company recorded stock-based compensation expense related to the RSU’s of $30.5 million, $16.7 million and $12.4 million, respectively. As of December 31, 2019, the Company had $56.8 million in unrecognized compensation cost related to non-vested RSU’s, which is expected to be recognized over a weighted-average period of approximately 1.9 years. Performance Stock Units The Company began issuing grants Performance Stock Units (“PSUs”) to employees under the 2015 Plan in 2018. Stock-based compensation costs associated with our PSU are initially determined using the fair market value of the Company's common stock on the date the awards are approved by the Compensation Committee of the Board of Directors (service inception date). The vesting of these PSU is subject to certain performance conditions and a service requirement ranging from 1 - 3 years . Until the performance conditions are met, stock compensation costs associated with these PSU are re-measured each reporting period based upon the fair market value of the Company's common stock and the estimated performance attainment on the reporting date. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance conditions and can range from 50% to 200% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards . Forfeitures are accounted for at the time the occur consistent with Company policy. Activity under the PSU is as follows: Weighted-Average Grant Date Shares Fair Value Per Share Balance at December 31, 2018 76,624 $ 38.55 Granted 486,441 $ 64.94 Vested and issued (31,338) $ 38.55 Forfeited (19,245) $ 67.55 Balance at December 31, 2019 512,482 $ 62.51 Vested and unissued at December 31, 2019 0 $ 0 Non-vested at December 31, 2019 512,482 $ 62.51 The total grant-date fair value of PSU granted for the years ended December 31, 2019 and 2018 were $31.6 million and $3.5 million, respectively. For the year ended December 31, 2019 and 2018, the Company recorded stock-based compensation expense related to the PSU of $14.6 million and $1.5 million, respectively. The Company had no stock-based compensation expense related to the PSU for the year ended December 31, 2017. As of December 31, 2019, the Company had $15.2 million in unrecognized compensation cost related to non-vested PSU, which is expected to be recognized over a weighted-average period of approximately 2.0 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or ESPP, in connection with its initial public offering. A total of 645,258 shares of common stock were reserved for issuance under this plan as of December 31, 2018. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During 2019 and 2018, the Company issued 64,497 shares and 85,218 shares, respectively, under the ESPP. As of December 31, 2019, 461,650 shares remained available for issuance. For the year ended December 31, 2019, 2018 and 2017, the Company recorded stock-based compensation expense related to the ESPP of $1.2 million, $1.0 million and $0.6 million, respectively, based on offerings made under the plan to-date. As of December 31, 2019, the Company had $0.6 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.4 years. Total compensation costs charged as an expense for stock-based awards, including stock options, RSU’s and ESPP, recognized in the components of operating expenses are as follows (in thousands): Year Ended December 31, 2019 2018 2017 Administrative and marketing $ 4,956 $ 2,091 $ 4,584 Sales 10,286 7,638 3,503 Technology and development 7,573 6,000 2,919 General and administrative 43,887 28,040 19,591 Total stock-based compensation expense $ 66,702 $ 43,769 $ 30,597 Amounts may not add due to rounding. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of components of income (loss) from continuing operations before income taxes | For financial reporting purposes, income (loss) before income taxes for the years ended December 31, 2019, 2018 and 2017 include the following components (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (95,476) $ (91,142) $ (107,703) International (13,979) (5,824) 696 Total $ (109,455) $ (96,966) $ (107,007) Amounts may not add due to rounding. |
Schedule of components of provision (benefit) for income taxes | The provision (benefit) for income taxes is comprised of the following components: Year Ended December 31, 2019 2018 2017 Current federal $ 239 $ 0 $ 9 Current state 300 6 0 Current foreign (262) 2,011 357 Total current 277 2,017 366 Deferred federal (5,043) (499) (273) Deferred state (1,783) 416 122 Deferred foreign (4,042) (1,816) (440) Total deferred (10,868) (1,899) (591) Total (Benefit) / Provision $ (10,591) $ 118 $ (225) Amounts may not add due to rounding. |
Schedule of reconciliation of the statutory federal income tax rate to the effective income tax rate | The sources and tax effects of the differences are as follows: Year Ended December 31, 2019 2018 2017 Tax at federal statutory rate 21.0 % 21.0 % 35.0 % State and local tax 4.6 % 4.8 % 2.5 % Mandatory repatriation net of dividends received deduction 0 % 0 % (3.2) % Acquisition expenses (0.4) % (1.3) % 0 % Non-deductible stock compensation 11.5 % 16.5 % 6.6 % Executive compensation (3.8) % 0 % 0 % Non-deductible expenses (0.2) % (0.3) % (0.2) % Foreign rate differential 2.2 % 0 % 0 % Foreign tax credit 0 % 0 % 1.2 % Change in deferred taxes due to tax legislation 0 % 0 % (34.5) % Change in valuation allowance due to tax legislation 0 % 0 % 35.3 % Change in valuation allowance (25.3) % (41.5) % (43.1) % Other 0.1 % 0.7 % 0.6 % Effective tax rate 9.7 % (0.1) % 0.2 % |
Schedule of components of deferred tax assets and liabilities | The Company’s deferred tax assets and liabilities consist of the following (in thousands): As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 158,520 $ 136,384 Accrued expenses and compensation 2,168 782 Uncertain tax positions, including interest 352 312 Stock-based compensation 14,914 9,175 Foreign tax credits and alternative minimum tax credits 5,871 7,135 Interest expense carryforward 1,295 1,274 Operating lease assets (1) 7,492 0 Other 127 73 Deferred tax assets 190,739 155,135 Valuation allowance (121,186) (93,572) Net deferred tax assets 69,553 61,563 Deferred tax liabilities: Debt related (27,545) (31,986) Operating lease liabilities (1) (6,889) 0 Depreciation of property and equipment (1,344) (2,342) Intangible assets (55,453) (59,679) Deferred tax liabilities (91,231) (94,007) Net deferred tax liabilities $ (21,678) $ (32,444) (1) As discussed in Note 14 to the consolidated financial statements, in 2019, we adopted an updated lease accounting standard that resulted in the recognition of operating lease right-of-use assets and lease liabilities. We adopted this standard using a transition method that does not require application to periods prior to adoption. (2) Amounts may not add due to rounding. |
Schedule of reconciliation of beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance on January 1, 2019 $ 2,907 Additions based on Prior Year Tax Positions 5 Balance on December 31, 2019 $ 2,912 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss per Share | |
Schedule of calculation of basic and diluted net loss per share | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data): Year Ended December 31, 2019 2018 2017 Net loss $ (98,864) $ (97,084) $ (106,782) Weighted-average shares used to compute basic and diluted net loss per share 71,845 65,845 55,427 Net loss per share, basic and diluted $ (1.38) $ (1.47) $ (1.93) |
Quarterly Statement of Operat_2
Quarterly Statement of Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Statement of Operations | |
Schedule of quarterly consolidated statement of operations data | (in thousands, except net loss per share data) 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 Revenue $ 89,644 $ 94,560 $ 110,962 $ 122,741 $ 128,573 $ 130,276 $ 137,969 $ 156,489 Expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 26,856 27,684 34,167 40,028 44,677 41,634 42,799 55,355 Operating expenses: Advertising and marketing 20,325 19,561 21,668 23,555 26,404 26,616 31,321 25,356 Sales 13,783 14,559 16,303 14,509 16,212 15,832 16,120 16,751 Technology and development 12,904 14,348 13,577 13,544 15,987 16,665 15,746 16,246 Legal and regulatory 1,045 639 807 1,490 1,586 2,019 1,634 1,523 Acquisition and integration related costs 1,569 5,800 1,588 1,434 1,012 1,136 1,995 2,477 Gain on sale 0 (4,070) (1,430) 0 0 0 0 0 General and administrative 24,001 26,140 30,314 36,461 35,982 38,549 38,681 44,482 Depreciation and amortization 8,253 8,046 9,746 9,557 9,600 9,848 9,617 9,887 Total expenses 108,736 112,707 126,740 140,578 151,460 152,299 157,913 172,077 Loss from operations (19,092) (18,147) (15,778) (17,837) (22,887) (22,023) (19,944) (15,588) Interest expense, net 4,873 6,910 7,666 6,663 6,521 7,211 7,700 7,581 Net loss before taxes (23,965) (25,057) (23,444) (24,500) (29,408) (29,234) (27,644) (23,169) Income tax provision (benefit) (103) 22 (180) 379 742 90 (7,298) (4,125) Net loss (23,862) (25,079) (23,264) (24,879) (30,150) (29,324) (20,346) (19,044) GAAP Net Loss per Share $ (0.39) $ (0.40) $ (0.34) $ (0.35) $ (0.43) $ (0.41) $ (0.28) $ (0.26) Weighted Average Common Shares Outstanding Used in Computing GAAP Net Loss per Share - Basic and Diluted 61,798 62,976 68,248 70,240 70,919 71,721 72,151 72,565 Amounts may not add due to rounding. |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 26, 2018 | May 08, 2018 | Dec. 04, 2017 | Jun. 27, 2017 | Jan. 24, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 28, 2018 |
Convertible Senior Notes | |||||||||
Net proceeds from offering | $ 0 | $ 279,152 | $ 263,722 | ||||||
2025 Notes | |||||||||
Convertible Senior Notes | |||||||||
Face amount | $ 287,500 | 287,500 | 287,500 | ||||||
Interest rate (as a percent) | 1.375% | 1.375% | |||||||
Net proceeds from offering | $ 279,100 | ||||||||
Offering costs | $ 8,400 | ||||||||
2022 Notes | |||||||||
Convertible Senior Notes | |||||||||
Face amount | $ 275,000 | $ 274,995 | $ 275,000 | ||||||
Interest rate (as a percent) | 3.00% | ||||||||
Net proceeds from offering | $ 263,700 | ||||||||
Offering costs | $ 11,300 | ||||||||
Follow-On Offering | |||||||||
Organization and Description of Business | |||||||||
Issuance of stock (in shares) | 5,000,000 | 4,096,600 | 7,887,500 | ||||||
Price of stock issued (in dollars per share) | $ 66.28 | $ 35 | $ 16.75 | ||||||
Proceeds received, net of issuance costs | $ 330,900 | $ 134,700 | $ 123,900 | ||||||
Offering expenses | $ 500 | ||||||||
Underwriting discounts and commissions | 8,200 | 7,600 | |||||||
Other offering expenses | $ 500 | $ 600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - VIE (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Variable interest entity | |||||||||||
Number of professional associations consolidated as VIEs | item | 2 | ||||||||||
Number of professional corporations consolidated as VIEs | item | 14 | ||||||||||
Revenue | $ 156,489 | $ 137,969 | $ 130,276 | $ 128,573 | $ 122,741 | $ 110,962 | $ 94,560 | $ 89,644 | $ 553,307 | $ 417,907 | $ 233,279 |
Net loss | (19,044) | $ (20,346) | $ (29,324) | $ (30,150) | (24,879) | $ (23,264) | $ (25,079) | $ (23,862) | (98,864) | (97,084) | (106,782) |
Assets | 1,602,827 | 1,528,876 | 1,602,827 | 1,528,876 | |||||||
Deficit | 1,014,025 | 1,013,119 | 1,014,025 | 1,013,119 | |||||||
Primary beneficiary | |||||||||||
Variable interest entity | |||||||||||
Revenue | 83,600 | 58,100 | 33,200 | ||||||||
Net loss | (3,200) | (2,500) | $ (7,000) | ||||||||
Assets | 13,600 | 9,800 | 13,600 | 9,800 | |||||||
Liabilities | 51,300 | 44,300 | 51,300 | 44,300 | |||||||
Deficit | $ 37,700 | $ 34,500 | $ 37,700 | $ 34,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Information | |||||||||||
Revenue | $ 156,489 | $ 137,969 | $ 130,276 | $ 128,573 | $ 122,741 | $ 110,962 | $ 94,560 | $ 89,644 | $ 553,307 | $ 417,907 | $ 233,279 |
Foreign. | |||||||||||
Segment Information | |||||||||||
Revenue | 108,000 | 75,200 | 18,800 | ||||||||
Long-Lived Assets | $ 2,200 | $ 1,500 | $ 2,200 | $ 1,500 | $ 200 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Short term investments, continuous loss position for more than 12 months | $ 0 | ||
Realized losses | $ 0 | ||
Maximum | |||
Realized losses | $ 100 | $ 100 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - PPE (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computer equipment | |
Property and Equipment | |
Useful life | 3 years |
Furniture and equipment | |
Property and Equipment | |
Useful life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | |||
Goodwill impairment charges | $ 0 | $ 0 | $ 0 |
General and administrative expenses | |||
Intangible assets | |||
Impairment loss | $ 0 | $ 0 | $ 0 |
Internal-use software | Minimum | |||
Intangible assets | |||
Useful life | 3 years | ||
Internal-use software | Maximum | |||
Intangible assets | |||
Useful life | 5 years | ||
Client relationships | Minimum | |||
Intangible assets | |||
Useful life | 2 years | 2 years | |
Client relationships | Maximum | |||
Intangible assets | |||
Useful life | 20 years | 20 years | |
Non-compete agreements | Minimum | |||
Intangible assets | |||
Useful life | 1 year 6 months | 1 year 6 months | |
Non-compete agreements | Maximum | |||
Intangible assets | |||
Useful life | 5 years | 5 years | |
Trademarks | Minimum | |||
Intangible assets | |||
Useful life | 3 years | 3 years | |
Trademarks | Maximum | |||
Intangible assets | |||
Useful life | 15 years | ||
Patents | |||
Intangible assets | |||
Useful life | 3 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 1 Months Ended | 12 Months Ended |
Jul. 31, 2015 | Dec. 31, 2019 | |
ESPP | ||
Common Stock and Stockholders' Equity | ||
Maximum offering period | 27 months | 27 months |
Stock purchase price as a percentage of fair value (as a percent) | 85.00% | 85.00% |
PSU's | Minimum | ||
Common Stock and Stockholders' Equity | ||
Actual performance compared to performance conditions percentage | 50.00% | |
PSU's | Maximum | ||
Common Stock and Stockholders' Equity | ||
Actual performance compared to performance conditions percentage | 200.00% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |||
Realized foreign exhange gain (loss) | $ 0.2 | $ 0.1 | $ (0.1) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Advertising and Marketing Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |||
Advertising expense | $ 88.8 | $ 70.6 | $ 45.1 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Concentrations of Risk and Significant Clients | |||||||||||
Revenue | $ 156,489 | $ 137,969 | $ 130,276 | $ 128,573 | $ 122,741 | $ 110,962 | $ 94,560 | $ 89,644 | $ 553,307 | $ 417,907 | $ 233,279 |
United States | |||||||||||
Concentrations of Risk and Significant Clients | |||||||||||
Revenue | 445,300 | 342,700 | 214,500 | ||||||||
Foreign. | |||||||||||
Concentrations of Risk and Significant Clients | |||||||||||
Revenue | $ 108,000 | $ 75,200 | $ 18,800 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Recently Issued Accounting Pronouncements | |||
Right of use assets | $ 26,452 | $ 0 | |
Lease liabilities | $ 30,082 | ||
Operating lease liability | us-gaap:OperatingLeaseLiability | ||
Adjustment | |||
Recently Issued Accounting Pronouncements | |||
Lease liabilities | $ 34,000 | ||
Accounting Standards Update 2016-02 | Adjustment | |||
Recently Issued Accounting Pronouncements | |||
Right of use assets | $ 34,000 |
Revenue - Other Disclosures (De
Revenue - Other Disclosures (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||
Contract term | 1 year | ||
Payment terms | 30 days | ||
Product and Service Concentration Risk | Revenue from Contract with Customer | Subscription Access Fees | |||
Revenue | |||
Concentration risk (as a percent) | 84.00% | 84.00% | 85.00% |
Revenue - Disaggregation and Ot
Revenue - Disaggregation and Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||||||||||
Revenue | $ 156,489 | $ 137,969 | $ 130,276 | $ 128,573 | $ 122,741 | $ 110,962 | $ 94,560 | $ 89,644 | $ 553,307 | $ 417,907 | $ 233,279 |
Accounts receivable, net of allowance for doubtful accounts | $ 56,948 | $ 43,571 | 56,948 | 43,571 | |||||||
Net increase in deferred revenue | 7,100 | 3,600 | |||||||||
Revenue recognized, included in deferred revenue balance at beginning of period | 7,100 | 4,000 | |||||||||
Member refunds issued relating to Company's direct-to-consumer behavioral health products | 3,300 | 2,700 | |||||||||
United States | |||||||||||
Revenue | |||||||||||
Revenue | 445,300 | 342,700 | 214,500 | ||||||||
United States | Subscription Access Fees | |||||||||||
Revenue | |||||||||||
Revenue | 356,656 | 277,091 | |||||||||
United States | Paid Visits | |||||||||||
Revenue | |||||||||||
Revenue | 68,738 | 53,074 | |||||||||
United States | Visit Fee Only | |||||||||||
Revenue | |||||||||||
Revenue | 19,931 | 12,508 | |||||||||
Foreign. | |||||||||||
Revenue | |||||||||||
Revenue | 108,000 | 75,200 | 18,800 | ||||||||
Foreign. | Subscription Access Fees | |||||||||||
Revenue | |||||||||||
Revenue | 106,640 | 73,693 | |||||||||
Foreign. | Paid Visits | |||||||||||
Revenue | |||||||||||
Revenue | $ 1,342 | $ 1,541 | |||||||||
Before Adoption of ASU 2014-09, Topic 606 | |||||||||||
Revenue | |||||||||||
Revenue | 233,279 | ||||||||||
Before Adoption of ASU 2014-09, Topic 606 | United States | Subscription Access Fees | |||||||||||
Revenue | |||||||||||
Revenue | 179,184 | ||||||||||
Before Adoption of ASU 2014-09, Topic 606 | United States | Paid Visits | |||||||||||
Revenue | |||||||||||
Revenue | 35,294 | ||||||||||
Before Adoption of ASU 2014-09, Topic 606 | United States | Visit Fee Only | |||||||||||
Revenue | |||||||||||
Revenue | 0 | ||||||||||
Before Adoption of ASU 2014-09, Topic 606 | Foreign. | Subscription Access Fees | |||||||||||
Revenue | |||||||||||
Revenue | 18,338 | ||||||||||
Before Adoption of ASU 2014-09, Topic 606 | Foreign. | Paid Visits | |||||||||||
Revenue | |||||||||||
Revenue | $ 463 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value | ||
Short-term investments | $ 2,711 | $ 54,545 |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | 0 | 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | 0 |
Fair value assets level 3 net transfers | 0 | 0 |
Fair value liabilities level 3 net transfers | 0 | 0 |
Recurring | ||
Fair Value | ||
Cash and cash equivalents | 514,353 | 423,989 |
Short-term investments | 2,711 | 54,545 |
Contingent liability | 4,769 | |
Level 1 | Recurring | ||
Fair Value | ||
Cash and cash equivalents | 514,353 | 419,464 |
Short-term investments | 0 | 0 |
Contingent liability | 0 | |
Level 2 | Recurring | ||
Fair Value | ||
Cash and cash equivalents | 0 | 4,525 |
Short-term investments | 2,711 | 54,545 |
Contingent liability | 0 | |
Level 3 | Recurring | ||
Fair Value | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | $ 0 |
Contingent liability | $ 4,769 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 (Details) - Contingent Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Reconciliation of Level 3 liabilities | |
Fair value at date of acquisition | $ 3,586 |
Payments | 0 |
Change in fair value | 1,232 |
Currency translation adjustment | (49) |
Fair value at end of period | $ 4,769 |
Business Acquisitions - Transac
Business Acquisitions - Transactions (Details) - USD ($) $ in Millions | Jun. 19, 2019 | May 31, 2018 | Jul. 14, 2017 | Apr. 30, 2019 | Dec. 31, 2019 |
MedecinDirect | |||||
Business acquisition | |||||
Consideration paid | $ 11.2 | ||||
Vida Health | |||||
Business acquisition | |||||
Minority interest investment | $ 5 | ||||
Advance Medical | |||||
Business acquisition | |||||
Consideration paid | $ 351.7 | ||||
Equity consideration (in shares) | 1,344,387 | ||||
Equity consideration | $ 68.6 | ||||
Cash paid for acquisition | 283.1 | ||||
Transaction costs associated with acquisition | $ 5.8 | ||||
Revenue of acquiree | $ 45.2 | ||||
Net loss of acquiree | $ 2.7 | ||||
Best Doctors | |||||
Business acquisition | |||||
Consideration paid | $ 445.5 | ||||
Cash acquired | $ 13.7 | ||||
Equity consideration (in shares) | 1,855,078 | ||||
Equity consideration | $ 66.2 | ||||
Cash paid for acquisition | 379.3 | ||||
Transaction costs associated with acquisition | $ 9.1 |
Business Acquisitions - Assets
Business Acquisitions - Assets Acquired, Liabilities Assumed, Pro forma (Details) - USD ($) $ in Thousands | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Less: | ||||
Goodwill | $ 746,079 | $ 737,197 | $ 498,520 | |
Pro forma information | ||||
Revenue | 553,307 | 447,573 | ||
Net loss | $ (98,864) | $ (94,314) | ||
Advance Medical | ||||
Identifiable assets acquired and liabilities assumed: | ||||
Purchase price, net of cash acquired | $ 351,694 | |||
Less: | ||||
Accounts receivable | 8,553 | |||
Property and equipment, net | 1,326 | |||
Other assets | 3,675 | |||
Accounts payable | (361) | |||
Deferred taxes | (22,714) | |||
Other liabilities | (8,368) | |||
Goodwill | 250,120 | |||
Advance Medical | Client relationships | ||||
Less: | ||||
Finite-lived intangibles | 100,760 | |||
Advance Medical | Non-compete agreements | ||||
Less: | ||||
Finite-lived intangibles | 1,540 | |||
Advance Medical | Internal-use software | ||||
Less: | ||||
Finite-lived intangibles | 770 | |||
Advance Medical | Trademarks | ||||
Less: | ||||
Finite-lived intangibles | 16,190 | |||
Advance Medical | Favorable leases | ||||
Less: | ||||
Finite-lived intangibles | $ 203 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total | $ 26,058 | $ 22,431 | |
Accumulated depreciation | (15,762) | (12,283) | |
Property and equipment, net | 10,296 | 10,148 | |
Depreciation | 3,400 | 4,100 | $ 3,800 |
Computer equipment | |||
Total | 15,219 | 13,237 | |
Furniture and equipment | |||
Total | 3,458 | 3,041 | |
Leasehold improvement | |||
Total | 7,022 | 6,034 | |
Construction in progress | |||
Total | $ 359 | $ 119 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | |||
Gross Value | $ 319,796 | $ 305,658 | |
Accumulated Amortization | (94,343) | (58,264) | |
Net Carrying Value | $ 225,453 | $ 247,394 | |
Weighted Average Remaining Useful Life | 12 years 4 months 24 days | 13 years 2 months 12 days | |
Amortization expense for intangible assets | $ 35,600 | $ 31,500 | $ 15,300 |
Client relationships | |||
Intangible assets | |||
Gross Value | 237,182 | 233,007 | |
Accumulated Amortization | (60,647) | (35,453) | |
Net Carrying Value | $ 176,535 | $ 197,554 | |
Weighted Average Remaining Useful Life | 13 years 1 month 6 days | 13 years 8 months 12 days | |
Client relationships | Minimum | |||
Intangible assets | |||
Useful life | 2 years | 2 years | |
Client relationships | Maximum | |||
Intangible assets | |||
Useful life | 20 years | 20 years | |
Non-compete agreements | |||
Intangible assets | |||
Gross Value | $ 4,958 | $ 4,992 | |
Accumulated Amortization | (4,260) | (3,741) | |
Net Carrying Value | $ 698 | $ 1,251 | |
Weighted Average Remaining Useful Life | 1 year 4 months 24 days | 2 years 4 months 24 days | |
Non-compete agreements | Minimum | |||
Intangible assets | |||
Useful life | 1 year 6 months | 1 year 6 months | |
Non-compete agreements | Maximum | |||
Intangible assets | |||
Useful life | 5 years | 5 years | |
Trademarks | |||
Intangible assets | |||
Gross Value | $ 42,606 | $ 41,815 | |
Accumulated Amortization | (7,143) | (4,137) | |
Net Carrying Value | $ 35,463 | $ 37,678 | |
Weighted Average Remaining Useful Life | 12 years 10 months 24 days | 13 years 10 months 24 days | |
Trademarks | Minimum | |||
Intangible assets | |||
Useful life | 3 years | 3 years | |
Trademarks | Maximum | |||
Intangible assets | |||
Useful life | 15 years | ||
Patents | |||
Intangible assets | |||
Gross Value | $ 200 | $ 200 | |
Accumulated Amortization | (200) | (139) | |
Net Carrying Value | $ 0 | $ 61 | |
Weighted Average Remaining Useful Life | 0 years | 10 months 24 days | |
Useful life | 3 years | ||
Internal-use software and others | |||
Intangible assets | |||
Gross Value | $ 34,850 | $ 25,644 | |
Accumulated Amortization | (22,093) | (14,794) | |
Net Carrying Value | $ 12,757 | $ 10,850 | |
Weighted Average Remaining Useful Life | 2 years 3 months 18 days | 2 years | |
Internal-use software and others | Minimum | |||
Intangible assets | |||
Useful life | 3 years | ||
Internal-use software and others | Maximum | |||
Intangible assets | |||
Useful life | 5 years | 5 years |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Periodic amortization that will be charged to expense over the remaining life of the intangible assets | ||
2019 | $ 34,728 | |
2020 | 30,627 | |
2021 | 25,479 | |
2022 | 20,982 | |
2023 | 113,637 | |
Net Carrying Value | $ 225,453 | $ 247,394 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | |||
Beginning balance | $ 737,197 | $ 498,520 | |
Additions associated with acquisitions | 10,604 | 250,120 | |
Cumulative translation adjustment | (1,722) | (11,443) | |
Goodwill | 746,079 | 737,197 | $ 498,520 |
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Expenses and Other Current Liabilities | ||
Professional fees | $ 1,535 | $ 1,264 |
Consulting fees/provider fees | 10,618 | 6,569 |
Client performance guarantees | 3,298 | 2,910 |
Legal fees | 1,077 | 1,073 |
Interest payable | 838 | 883 |
Income tax payable | 2,859 | 2,610 |
Insurance | 1,263 | 167 |
Marketing | 2,810 | 644 |
Operating lease liabilities - current | 5,088 | 0 |
Deferred revenue | 12,466 | 7,650 |
Other | 7,996 | 3,031 |
Total | $ 49,848 | $ 26,801 |
Current operating lease liabilities | us-gaap:OperatingLeaseLiabilityCurrent | us-gaap:OperatingLeaseLiabilityCurrent |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 14, 2017 | |
Revolving Credit Facility | ||||
Repayment of debt | $ 0 | $ 0 | $ 226,440 | |
Letters of credit outstanding | 2,200 | |||
New Revolving Credit Facility | ||||
Revolving Credit Facility | ||||
Maximum borrowings | $ 10,000 | |||
Amount outstanding | 0 | 0 | ||
Letters of credit outstanding | $ 2,200 | $ 2,200 |
Convertible Senior Notes - Due
Convertible Senior Notes - Due 2025 - Terms (Details) | May 08, 2018USD ($)D$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 28, 2018 |
Convertible Senior Notes | |||||
Net proceeds from offering | $ | $ 0 | $ 279,152,000 | $ 263,722,000 | ||
2025 Notes | |||||
Convertible Senior Notes | |||||
Face amount | $ | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | ||
Interest rate (as a percent) | 1.375% | 1.375% | |||
Net proceeds from offering | $ | $ 279,100,000 | ||||
Offering costs | $ | 8,400,000 | ||||
Principal multiple amount used in the conversion of the debt instrument | $ | $ 1,000 | ||||
Convertible debt, conversion rate | 18.6621 | ||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 53.58 | ||||
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion | D | 25 | ||||
Convertible debt, equity component | $ | $ 91,400,000 | ||||
Debt term | 7 years | ||||
2025 Notes | At any time prior to close of business on the business day immediately preceding November 15, 2024 | |||||
Convertible Senior Notes | |||||
Principal multiple amount used in the conversion of the debt instrument | $ | $ 1,000 | ||||
Convertible debt, threshold, trading days | D | 20 | ||||
Convertible debt, threshold, consecutive trading days | D | 30 | ||||
Minimum percentage of common stock price as a percentage of the conversion price | 130.00% | ||||
Convertible debt, number of business days, measurement period | D | 5 | ||||
Convertible debt, number of consecutive trading days, measurement period | D | 10 | ||||
Trading price expressed as a percentage of the last reported sales price and conversion rate after the specified consecutive trading day period | 98.00% | ||||
2025 Notes | On or after May 22, 2022 | |||||
Convertible Senior Notes | |||||
Convertible debt, threshold, trading days | D | 20 | ||||
Convertible debt, threshold, consecutive trading days | D | 30 | ||||
Minimum percentage of common stock price as a percentage of the conversion price | 130.00% |
Convertible Senior Notes - Du_2
Convertible Senior Notes - Due 2025 - Summary (Details) - 2025 Notes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | May 08, 2018 | |
Convertible Senior Notes | |||
Principal | $ 287,500 | $ 287,500 | $ 287,500 |
Less: Debt discount, net | (81,207) | (92,913) | |
Net carrying amount | $ 206,293 | 194,587 | |
Remaining contractual life | 5 years 4 months 24 days | ||
Interest Expense | |||
Contractual interest expense | $ 3,953 | 2,578 | |
Amortization of debt discount | 11,706 | 6,831 | |
Total | $ 15,659 | $ 9,409 | |
Effective interest rate of the liability component (as a percent) | 7.90% | 7.90% | |
Level 2 | |||
Convertible Senior Notes | |||
Fair value | $ 499,900 |
Convertible Senior Notes - Du_3
Convertible Senior Notes - Due 2022 - Terms (Details) | Jun. 27, 2017USD ($)D$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Convertible Senior Notes | ||||
Net proceeds from offering | $ | $ 0 | $ 279,152,000 | $ 263,722,000 | |
2022 Notes | ||||
Convertible Senior Notes | ||||
Face amount | $ | $ 275,000,000 | $ 274,995,000 | $ 275,000,000 | |
Interest rate (as a percent) | 3.00% | |||
Net proceeds from offering | $ | $ 263,700,000 | |||
Offering costs | $ | 11,300,000 | |||
Principal multiple amount used in the conversion of the debt instrument | $ | $ 1,000 | |||
Convertible debt, conversion rate | 22.7247 | |||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 44 | |||
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion | D | 25 | |||
Debt term | 5 years 6 months | |||
Convertible debt, equity component | $ | $ 62,400,000 | |||
At any time prior to close of business on the business day immediately preceding June 15, 2022 | 2022 Notes | ||||
Convertible Senior Notes | ||||
Principal multiple amount used in the conversion of the debt instrument | $ | $ 1,000 | |||
Convertible debt, threshold, trading days | D | 20 | |||
Convertible debt, threshold, consecutive trading days | D | 30 | |||
Minimum percentage of common stock price as a percentage of the conversion price | 130.00% | |||
Convertible debt, number of business days, measurement period | D | 5 | |||
Convertible debt, number of consecutive trading days, measurement period | D | 10 | |||
Trading price expressed as a percentage of the last reported sales price and conversion rate after the specified consecutive trading day period | 98.00% | |||
On or after December 22, 2020 | 2022 Notes | ||||
Convertible Senior Notes | ||||
Convertible debt, threshold, trading days | D | 20 | |||
Convertible debt, threshold, consecutive trading days | D | 30 | |||
Minimum percentage of common stock price as a percentage of the conversion price | 130.00% |
Convertible Senior Notes - Du_4
Convertible Senior Notes - Due 2022 - Summary (Details) - 2022 Notes - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 27, 2017 | |
Convertible Senior Notes | ||||
Principal | $ 274,995 | $ 275,000 | $ 275,000 | |
Less: Debt discount, net | (40,878) | (54,904) | ||
Net carrying amount | $ 234,117 | 220,096 | ||
Remaining contractual life | 3 years | |||
Interest Expense | ||||
Contractual interest expense | $ 8,250 | 8,250 | $ 4,227 | |
Amortization of debt discount | 14,026 | 12,726 | 6,052 | |
Total | $ 22,276 | $ 20,976 | $ 10,279 | |
Effective interest rate of the liability component (as a percent) | 10.00% | 10.00% | 10.00% | |
Level 2 | ||||
Convertible Senior Notes | ||||
Fair value | $ 553,800 |
Leases and Contractual Obliga_3
Leases and Contractual Obligations - Other (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Options to extend | true |
Minimum | |
Leases | |
Remaining lease terms | 1 year |
Options to extend lease terms | 1 year |
Maximum | |
Leases | |
Remaining lease terms | 11 years |
Options to extend lease terms | 6 years |
Leases and Contractual Obliga_4
Leases and Contractual Obligations - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease cost | |
Operating lease cost | $ 8,020 |
Variable lease cost | 954 |
Total lease cost | $ 8,974 |
Leases and Contractual Obliga_5
Leases and Contractual Obligations - Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Cash payment for operating cash flows used for operating leases | $ 7,911 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 6,228 |
Weighted-average remaining lease term | 6 years 10 days |
Weighted-average discount rate | 6.50% |
Leases and Contractual Obliga_6
Leases and Contractual Obligations - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Future minimum lease payments under non cancelable operating leases: | |
2020 | $ 7,030 |
2021 | 5,890 |
2022 | 5,751 |
2023 | 5,477 |
2024 | 4,382 |
2025 and thereafter | 8,019 |
Sub-total | 36,549 |
Less: imputed interest | 6,467 |
Minimum lease payments | 30,082 |
Operating lease commitment commencing in 2020 | 8,000 |
Letter of credits outstanding related to leased office space | $ 2,200 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity - Capitalization (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 26, 2018 | Dec. 04, 2017 | Jan. 24, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2018 | May 30, 2018 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of common stock shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 100,000,000 | |||
Follow-On Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Follow-on Offerings (in shares) | 5,000,000 | 4,096,600 | 7,887,500 | ||||
Price of stock issued (in dollars per share) | $ 66.28 | $ 35 | $ 16.75 | ||||
Proceeds received, net of issuance costs | $ 330.9 | $ 134.7 | $ 123.9 | ||||
Payment of deferred offering costs | $ 0.5 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity (Deficit) - Warrants (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Affiliates of SVB | Common stock warrants | ||
Warrants | ||
Warrants outstanding (in shares) | 0 | 0 |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Stock Plan and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares Outstanding | |||
Stock options expired (in shares) | (2,018) | ||
Weighted-Average Exercise Price | |||
Stock options expired (in dollars per share) | $ 0.80 | ||
Aggregate Intrinsic Value | |||
Stock options expired | $ 0 | ||
Maximum | |||
Common Stock and Stockholders' Equity | |||
Exercisable period (in years) | 10 years | ||
Stock options | |||
Common Stock and Stockholders' Equity | |||
Shares available for grant | 4,782,863 | ||
Aggregate Intrinsic Value | |||
Grant-date fair value of stock options granted during the period | $ 4,700 | $ 27,000 | $ 73,800 |
2015 Incentive Award Plan | |||
Number of Shares Outstanding | |||
Balance, beginning of period (in shares) | 6,947,797 | ||
Stock option grants (in shares) | 164,524 | ||
Stock option exercised (in shares) | (1,632,130) | ||
Stock options forfeited (in shares) | (271,192) | ||
Balance, end of period (in shares) | 5,206,981 | 6,947,797 | |
Vested or expected to vest at end of period (in shares) | 5,206,981 | ||
Exercisable as of end of period (in shares) | 3,300,173 | ||
Weighted-Average Exercise Price | |||
Balance, beginning of period (in dollars per share) | $ 23.15 | ||
Stock option grants (in dollars per share) | 64.52 | ||
Stock option exercised (in dollars per share) | 20.40 | ||
Stock options forfeited (in dollars per share) | 39.73 | ||
Balance, end of period (in dollars per share) | 24.47 | $ 23.15 | |
Vested or expected to vest at end of period (in dollars per share) | 24.47 | ||
Exercisable as of end of period (in dollars per share) | $ 19.60 | ||
Weighted-average remaining contractual life in Years | |||
Weighted-average remaining contractual life (in years) | 7 years 10 days | 7 years 10 months 9 days | |
Vested or expected to vest at end of period (in years) | 7 years 10 days | ||
Exercisable as of end of period (in years) | 6 years 7 months 24 days | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value | $ 308,538 | $ 186,770 | |
Stock option grants | 0 | ||
Stock options exercised | (74,068) | ||
Stock options forfeited | 0 | ||
Vested or expected to vest at end of period | 308,538 | ||
Exercisable as of end of period | $ 211,594 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Vesting (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Common Stock and Stockholders' Equity | |
Vesting period | 4 years |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Fair Value Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other disclosures | |||
Compensation expense | $ 66,702 | $ 43,769 | $ 30,597 |
Stock options | |||
Fair value assumptions | |||
Volatility, minimum (as a percent) | 46.80% | 43.40% | 44.80% |
Volatility, maximum (as a percent) | 47.60% | 46.10% | 47.70% |
Expected life (in years) | 5 years 2 months 12 days | 6 years | 6 years |
Risk-free interest rate, minimum | 1.35% | 2.45% | 1.81% |
Risk-free interest rate, maximum | 2.55% | 3.03% | 2.30% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Weighted-average fair value of the underlying common stock | $ 28.37 | $ 20.26 | $ 12.14 |
Other disclosures | |||
Compensation expense | $ 20,400 | $ 24,600 | $ 17,600 |
Unrecognized compensation cost | $ 26,400 | ||
Period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common Stock and Stockholders' Equity | |||
Vesting period | 4 years | ||
Shares | |||
Outstanding at beginning of period (in shares) | 76,624 | ||
Granted (in shares) | 486,441 | ||
Vested and issued (in shares) | (31,338) | ||
Forfeited (in shares) | (19,245) | ||
Outstanding at end of period (in shares) | 512,482 | 76,624 | |
Vested and unissued (in shares) | 0 | ||
Nonvested (in shares) | 512,482 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Granted (in dollars per share) | $ 64.94 | $ 38.55 | |
Vested and issued (in dollars per share) | 38.55 | ||
Forfeited (in dollars per share) | 67.55 | ||
Outstanding at end of period (in dollars per share) | 62.51 | ||
Vested and unissued (in dollars per share) | 0 | ||
Non-vested (in dollars per share) | $ 62.51 | ||
Other disclosures | |||
Stock-based compensation | $ 66,702 | $ 43,769 | $ 30,597 |
RSU's | |||
Shares | |||
Outstanding at beginning of period (in shares) | 1,332,824 | ||
Granted (in shares) | 878,004 | ||
Exercised (in shares) | (517,572) | ||
Forfeited (in shares) | (209,698) | ||
Outstanding at end of period (in shares) | 1,483,558 | 1,332,824 | |
Vested and unissued (in shares) | 13,755 | ||
Nonvested (in shares) | 1,469,803 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding at beginning of period (in dollars per share) | $ 40.61 | ||
Granted (in dollars per share) | 64.66 | ||
Exercised (in dollars per share) | 39.55 | ||
Forfeited (in dollars per share) | 54.14 | ||
Outstanding at end of period (in dollars per share) | 54.13 | $ 40.61 | |
Vested and unissued (in dollars per share) | 50.90 | ||
Non-vested (in dollars per share) | $ 53.98 | ||
Other disclosures | |||
Grant date fair value of RSU's granted | $ 56,700 | $ 49,300 | 24,800 |
Stock-based compensation | 30,500 | $ 16,700 | $ 12,400 |
Unrecognized compensation cost related to non vested | $ 56,800 | ||
Period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days | ||
Minimum | RSU's | |||
Common Stock and Stockholders' Equity | |||
Vesting period | 1 year | ||
Maximum | RSU's | |||
Common Stock and Stockholders' Equity | |||
Vesting period | 4 years |
Common Stock and Stockholders_8
Common Stock and Stockholders' Equity - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common Stock and Stockholders' Equity | |||
Vesting period | 4 years | ||
Shares | |||
Outstanding at beginning of period (in shares) | 76,624 | ||
Granted (in shares) | 486,441 | ||
Vested and issued (in shares) | (31,338) | ||
Forfeited (in shares) | (19,245) | ||
Outstanding at end of period (in shares) | 512,482 | 76,624 | |
Vested and unissued (in shares) | 0 | ||
Nonvested (in shares) | 512,482 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Granted (in dollars per share) | $ 64.94 | $ 38.55 | |
Vested and issued (in dollars per share) | 38.55 | ||
Forfeited (in dollars per share) | 67.55 | ||
Outstanding at end of period (in dollars per share) | 62.51 | ||
Vested and unissued (in dollars per share) | 0 | ||
Non-vested (in dollars per share) | $ 62.51 | ||
Other disclosures | |||
Stock-based compensation | $ 66,702 | $ 43,769 | $ 30,597 |
PSU's | |||
Other disclosures | |||
Grant date fair value of RSU's granted | 31,600 | 3,500 | |
Stock-based compensation | 14,600 | $ 1,500 | $ 0 |
Unrecognized compensation cost related to non vested | $ 15,200 | ||
Period over which unrecognized compensation cost is expected to be recognized | 2 years | ||
PSU's | Minimum | |||
Common Stock and Stockholders' Equity | |||
Vesting period | 1 year | ||
Other disclosures | |||
Actual performance compared to performance conditions percentage | 50.00% | ||
PSU's | Maximum | |||
Common Stock and Stockholders' Equity | |||
Vesting period | 3 years | ||
Other disclosures | |||
Actual performance compared to performance conditions percentage | 200.00% |
Common Stock and Stockholders_9
Common Stock and Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Stock Purchase Plan | ||||
Stock-based compensation | $ 66,702 | $ 43,769 | $ 30,597 | |
ESPP | ||||
Employee Stock Purchase Plan | ||||
Shares reserved for issuance under the plan (in shares) | 645,258 | |||
Maximum offering period | 27 months | 27 months | ||
Stock purchase price as a percentage of fair value (as a percent) | 85.00% | 85.00% | ||
Issuance of stock under employee stock purchase plan (in shares) | 64,497 | 85,218 | ||
Remaining shares available for issuance under the plan (in shares) | 461,650 | |||
Stock-based compensation | $ 1,200 | $ 1,000 | $ 600 | |
Unrecognized compensation cost | $ 600 | |||
Period over which unrecognized compensation cost is expected to be recognized | 4 months 24 days |
Common Stock and Stockholder_10
Common Stock and Stockholders' Equity - Compensation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Compensation costs charged as an expense | |||
Stock-based compensation | $ 66,702 | $ 43,769 | $ 30,597 |
Administrative And Marketing | |||
Compensation costs charged as an expense | |||
Stock-based compensation | 4,956 | 2,091 | 4,584 |
Sales | |||
Compensation costs charged as an expense | |||
Stock-based compensation | 10,286 | 7,638 | 3,503 |
Technology And Development | |||
Compensation costs charged as an expense | |||
Stock-based compensation | 7,573 | 6,000 | 2,919 |
General and administrative expenses | |||
Compensation costs charged as an expense | |||
Stock-based compensation | $ 43,887 | $ 28,040 | $ 19,591 |
Income Taxes - Components (Deta
Income Taxes - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of income (loss) from continuing operations before income taxes | |||||||||||
Domestic | $ (95,476) | $ (91,142) | $ (107,703) | ||||||||
International | (13,979) | (5,824) | 696 | ||||||||
Net loss before taxes | $ (23,169) | $ (27,644) | $ (29,234) | $ (29,408) | $ (24,500) | $ (23,444) | $ (25,057) | $ (23,965) | (109,455) | (96,966) | (107,007) |
Components of provision (benefit) for income taxes | |||||||||||
Current federal | 239 | 0 | 9 | ||||||||
Current state | 300 | 6 | 0 | ||||||||
Current foreign | (262) | 2,011 | 357 | ||||||||
Total current | 277 | 2,017 | 366 | ||||||||
Deferred federal | (5,043) | (499) | (273) | ||||||||
Deferred state | (1,783) | 416 | 122 | ||||||||
Deferred foreign | (4,042) | (1,816) | (440) | ||||||||
Total deferred | (10,868) | (1,899) | (591) | ||||||||
Total provision / (benefit) | $ (4,125) | $ (7,298) | $ 90 | $ 742 | $ 379 | $ (180) | $ 22 | $ (103) | $ (10,591) | $ 118 | $ (225) |
Income Taxes - Statutory Income
Income Taxes - Statutory Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliations of the statutory federal income tax rate and effective tax rate, Percent | |||
Tax at federal statutory rate (as a percent) | 21.00% | 21.00% | 35.00% |
State and local tax (as a percent) | 4.60% | 4.80% | 2.50% |
Mandatory repatriation net of dividends (as a percent) | 0.00% | 0.00% | (3.20%) |
Acquisition expenses (as a percent) | (0.40%) | (1.30%) | 0.00% |
Non-deductible stock compensation (as a percent) | 11.50% | 16.50% | 6.60% |
Executive compensation (as a percent) | (3.80%) | 0.00% | 0.00% |
Non-deductible expenses (as a percent) | (0.20%) | (0.30%) | (0.20%) |
Foreign rate differential (as a percent) | 2.20% | 0.00% | 0.00% |
Foreign tax credit (as a percent) | 0.00% | 0.00% | 1.20% |
Change in deferred tax rate due to tax legislation (as a percent) | 0.00% | 0.00% | (34.50%) |
Change in valuation allowance due to tax legislation (as a percent) | 0.00% | 0.00% | 35.30% |
Change in valuation allowance (as a percent) | (25.30%) | (41.50%) | (43.10%) |
Other (as percent) | 0.10% | 0.70% | 0.60% |
Effective tax rate | 9.70% | (0.10%) | 0.20% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets, Liabilities and Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 158,520 | $ 136,384 |
Accrued expenses and compensation | 2,168 | 782 |
Uncertain tax positions, including interest | 352 | 312 |
Stock-based compensation | 14,914 | 9,175 |
Foreign tax credits | 5,871 | 7,135 |
Interest expenses carryforward | 1,295 | 1,274 |
Operating lease assets | 7,492 | 0 |
Other | 127 | 73 |
Deferred tax assets | 190,739 | 155,135 |
Valuation allowance | (121,186) | (93,572) |
Net deferred tax assets | 69,553 | 61,563 |
Deferred tax liabilities: | ||
Debt related | (27,545) | (31,986) |
Operating lease liabilities | (6,889) | 0 |
Depreciation of property and equipment | (1,344) | (2,342) |
Intangible assets | (55,453) | (59,679) |
Deferred tax liabilities | (91,231) | (94,007) |
Net deferred tax liabilities | (21,678) | $ (32,444) |
Other disclosures | ||
Increase in valuation allowance in association with acquisition activity | $ 27,600 |
Income Taxes - Income Tax Chang
Income Taxes - Income Tax Changes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Corporate tax rate (as a percent) | 21.00% | 21.00% | 35.00% |
Interest expenses carryforward | $ 5.2 |
Income Taxes - Carryforwards (D
Income Taxes - Carryforwards (Details) $ in Millions | Dec. 31, 2019USD ($) |
Federal | |
Income taxes | |
Net operating loss carryforwards | $ 609.7 |
Operating loss carryforward, infinitely | 205.8 |
Operating loss carryforward, subject to expiration | 404 |
State | |
Income taxes | |
Net operating loss carryforwards | 326.7 |
Foreign | |
Income taxes | |
Net operating loss carryforwards | 39.3 |
Tax credits | $ 5.9 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Unrecognized Tax Benefits | |
Balance at beginning of period | $ 2,907 |
Additions based on Prior Year Tax Positions | 5 |
Balance at end of period | 2,912 |
Decrease in unrecognized tax benefits in next 12 months | 2,400 |
Undistributed earnings | $ 12,800 |
Sale of Assets (Details)
Sale of Assets (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Sale of Assets | ||||||||||||
Consideration from sale of assets | $ 5,500 | $ 0 | $ 5,530 | $ 0 | ||||||||
Gain on sale of assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,430 | $ 4,070 | $ 0 | $ 0 | $ 5,500 | $ 0 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic and diluted net loss per share: | |||||||||||
Net loss | $ (19,044) | $ (20,346) | $ (29,324) | $ (30,150) | $ (24,879) | $ (23,264) | $ (25,079) | $ (23,862) | $ (98,864) | $ (97,084) | $ (106,782) |
Weighted-average shares used to compute basic and diluted net loss per share | 72,565,000 | 72,151,000 | 71,721,000 | 70,919,000 | 70,240,000 | 68,248,000 | 62,976,000 | 61,798,000 | 71,844,535 | 65,844,908 | 55,427,460 |
Net loss per share, basic and diluted | $ (0.26) | $ (0.28) | $ (0.41) | $ (0.43) | $ (0.35) | $ (0.34) | $ (0.40) | $ (0.39) | $ (1.38) | $ (1.47) | $ (1.93) |
Stock options | |||||||||||
Net Loss per Share | |||||||||||
Antidilutive securities (in shares) | 5,200,000 | ||||||||||
Common stock warrants | |||||||||||
Net Loss per Share | |||||||||||
Antidilutive securities (in shares) | 2,000,000 | ||||||||||
ESPP | |||||||||||
Net Loss per Share | |||||||||||
Antidilutive securities (in shares) | 100,000 |
Quarterly Statement of Operat_3
Quarterly Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly consolidated statement of operations data | |||||||||||
Revenue | $ 156,489 | $ 137,969 | $ 130,276 | $ 128,573 | $ 122,741 | $ 110,962 | $ 94,560 | $ 89,644 | $ 553,307 | $ 417,907 | $ 233,279 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 55,355 | 42,799 | 41,634 | 44,677 | 40,028 | 34,167 | 27,684 | 26,856 | 184,465 | 128,735 | 61,623 |
Operating expenses: | |||||||||||
Advertising and marketing | 25,356 | 31,321 | 26,616 | 26,404 | 23,555 | 21,668 | 19,561 | 20,325 | 109,697 | 85,109 | 57,663 |
Sales | 16,751 | 16,120 | 15,832 | 16,212 | 14,509 | 16,303 | 14,559 | 13,783 | 64,915 | 59,154 | 37,984 |
Technology and development | 16,246 | 15,746 | 16,665 | 15,987 | 13,544 | 13,577 | 14,348 | 12,904 | 64,644 | 54,373 | 34,459 |
Legal and regulatory | 1,523 | 1,634 | 2,019 | 1,586 | 1,490 | 807 | 639 | 1,045 | 6,762 | 3,981 | 4,872 |
Acquisition and integration related costs | 2,477 | 1,995 | 1,136 | 1,012 | 1,434 | 1,588 | 5,800 | 1,569 | 6,620 | 10,391 | 13,196 |
Gain on sale | 0 | 0 | 0 | 0 | 0 | (1,430) | (4,070) | 0 | 0 | (5,500) | 0 |
General and administrative | 44,482 | 38,681 | 38,549 | 35,982 | 36,461 | 30,314 | 26,140 | 24,001 | 157,694 | 116,916 | 79,781 |
Depreciation and amortization | 9,887 | 9,617 | 9,848 | 9,600 | 9,557 | 9,746 | 8,046 | 8,253 | 38,952 | 35,602 | 19,095 |
Total expenses | 172,077 | 157,913 | 152,299 | 151,460 | 140,578 | 126,740 | 112,707 | 108,736 | 633,749 | 488,761 | 308,673 |
Loss from operations | (15,588) | (19,944) | (22,023) | (22,887) | (17,837) | (15,778) | (18,147) | (19,092) | (80,442) | (70,854) | (75,394) |
Interest expense, net | 7,581 | 7,700 | 7,211 | 6,521 | 6,663 | 7,666 | 6,910 | 4,873 | 29,013 | 26,112 | 17,491 |
Net loss before taxes | (23,169) | (27,644) | (29,234) | (29,408) | (24,500) | (23,444) | (25,057) | (23,965) | (109,455) | (96,966) | (107,007) |
Income tax provision (benefit) | (4,125) | (7,298) | 90 | 742 | 379 | (180) | 22 | (103) | (10,591) | 118 | (225) |
Net loss | $ (19,044) | $ (20,346) | $ (29,324) | $ (30,150) | $ (24,879) | $ (23,264) | $ (25,079) | $ (23,862) | $ (98,864) | $ (97,084) | $ (106,782) |
GAAP Net Loss per Share | $ (0.26) | $ (0.28) | $ (0.41) | $ (0.43) | $ (0.35) | $ (0.34) | $ (0.40) | $ (0.39) | $ (1.38) | $ (1.47) | $ (1.93) |
Weighted Average Common Shares Outstanding Used in Computing GAAP Net Loss per Share - Basic and Diluted | 72,565,000 | 72,151,000 | 71,721,000 | 70,919,000 | 70,240,000 | 68,248,000 | 62,976,000 | 61,798,000 | 71,844,535 | 65,844,908 | 55,427,460 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
401(k) Plan | |||
Minimum age of employee eligible to participate in the plan | 21 years | ||
Employer contributions (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched by the employer | 4.00% | ||
Employee's elective deferral, maximum contribution | $ 0.3 | ||
Matching contribution made | $ 3.2 | $ 2.7 | $ 1.7 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Forecast - InTouch Technologies, Inc. $ in Millions | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Subsequent events | |
Purchase price | $ 600 |
Cash consideration | 150 |
Equity consideration | $ 450 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable | |||
Valuation And Qualifying Accounts | |||
Balance at Beginning of Period | $ 3,382 | $ 2,422 | $ 2,422 |
Provisions | 2,664 | 2,421 | 1,731 |
Write-offs | (2,263) | (1,441) | (1,920) |
Other | 4 | (20) | 189 |
Balance at End of Period | 3,787 | 3,382 | 2,422 |
Income Taxes Valuation Allowance | |||
Valuation And Qualifying Accounts | |||
Balance at Beginning of Period | 93,572 | 73,786 | 71,202 |
Provisions | 36,124 | 41,093 | 28,207 |
Write-offs | 0 | (1,036) | 0 |
Other | (8,510) | (20,271) | (25,623) |
Balance at End of Period | $ 121,186 | $ 93,572 | $ 73,786 |