Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 27, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
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 $0.001 per share | |
Trading Symbol | TDOC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 161,182,633 | |
Entity Central Index Key | 0001477449 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 836,444 | $ 893,480 |
Short-term investments | 2,544 | 2,537 |
Accounts receivable, net of provision of $13,056 and $12,384, respectively | 191,528 | 168,956 |
Inventories | 70,654 | 73,079 |
Prepaid expenses and other current assets | 106,875 | 87,387 |
Total current assets | 1,208,045 | 1,225,439 |
Property and equipment, net | 28,419 | 27,234 |
Goodwill | 7,899,795 | 14,504,174 |
Intangible assets, net | 1,883,897 | 1,910,278 |
Operating lease - right-of-use assets | 45,552 | 46,780 |
Other assets | 26,629 | 20,703 |
Total assets | 11,092,337 | 17,734,608 |
Current liabilities: | ||
Accounts payable | 47,412 | 47,257 |
Accrued expenses and other current liabilities | 116,689 | 102,933 |
Accrued compensation | 46,075 | 91,941 |
Deferred revenue-current | 83,847 | 75,569 |
Advances from financing companies | 12,664 | 13,313 |
Total current liabilities | 306,687 | 331,013 |
Other liabilities | 1,445 | 1,492 |
Operating lease liabilities, net of current portion | 40,163 | 41,773 |
Deferred revenue, net of current portion | 2,884 | 3,834 |
Advances from financing companies, net of current portion | 8,252 | 9,291 |
Deferred taxes, net | 57,516 | 75,777 |
Convertible senior notes, net | 1,532,780 | 1,225,671 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 300,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 161,434,513 shares and 160,469,325 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 161 | 160 |
Additional paid-in capital | 17,177,152 | 17,473,336 |
Accumulated deficit | (8,023,279) | (1,421,454) |
Accumulated other comprehensive loss | (11,424) | (6,285) |
Total stockholders' equity | 9,142,610 | 16,045,757 |
Total liabilities and stockholders' equity | $ 11,092,337 | $ 17,734,608 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Provision of Accounts receivable | $ 13,056 | $ 12,384 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 161,434,513 | 160,469,325 |
Common stock, shares outstanding | 161,434,513 | 160,469,325 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenue | $ 565,350 | $ 453,675 |
Expenses: | ||
Cost of revenue (exclusive of depreciation and amortization, which is shown separately below) | 187,025 | 145,959 |
Operating expenses: | ||
Advertising and marketing | 133,600 | 89,439 |
Sales | 58,329 | 64,793 |
Technology and development | 87,412 | 78,008 |
General and administrative | 104,923 | 105,172 |
Acquisition, integration, and transformation costs | 4,507 | 6,323 |
Depreciation and amortization | 58,933 | 48,659 |
Goodwill impairment | 6,600,000 | 0 |
Total expenses | 7,234,729 | 538,353 |
Loss from operations | (6,669,379) | (84,678) |
Loss on extinguishment of debt | 0 | 11,459 |
Other income, net | (724) | (5,652) |
Interest expense, net | 5,480 | 22,125 |
Net loss before taxes | (6,674,135) | (112,610) |
Income tax expense | 388 | 87,039 |
Net loss | (6,674,523) | (199,649) |
Other comprehensive loss, net of tax: | ||
Currency translation adjustment and other | (5,139) | (13,492) |
Comprehensive loss | $ (6,679,662) | $ (213,141) |
Net loss per share, basic (in dollars per share) | $ (41.58) | $ (1.31) |
Net loss per share, diluted (in dollars per share) | $ (41.58) | $ (1.31) |
Weighted-average shares used to compute basic net loss per share | 160,532,301 | 152,167,606 |
Weighted-average shares used to compute diluted net loss per share | 160,532,301 | 152,167,606 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock2022 Notes | Common Stock2025 Notes | Common StockCumulative effect adjustment due to adoption of ASU 2020-06 | Common Stock | Additional Paid-In Capital2022 Notes | Additional Paid-In Capital2025 Notes | Additional Paid-In CapitalCumulative effect adjustment due to adoption of ASU 2020-06 | Additional Paid-In Capital | Accumulated Deficit2022 Notes | Accumulated Deficit2025 Notes | Accumulated DeficitCumulative effect adjustment due to adoption of ASU 2020-06 | Accumulated Deficit | Accumulated Other Comprehensive Loss2022 Notes | Accumulated Other Comprehensive Loss2025 Notes | Accumulated Other Comprehensive LossCumulative effect adjustment due to adoption of ASU 2020-06 | Accumulated Other Comprehensive Loss | 2022 Notes | 2025 Notes | Cumulative effect adjustment due to adoption of ASU 2020-06 | Total |
Balance as of beginning of the period at Dec. 31, 2020 | $ 150,000 | $ 16,857,797,000 | $ (992,661,000) | $ 18,518,000 | $ 15,883,804,000 | |||||||||||||||
Balance as of beginning of the period (in shares) at Dec. 31, 2020 | 150,281,099 | |||||||||||||||||||
Stockholders' Equity (Deficit) | ||||||||||||||||||||
Exercise of stock options | $ 1,000 | 11,907,000 | 0 | 0 | 11,908,000 | |||||||||||||||
Exercise of stock options (in shares) | 1,238,112 | |||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units | $ 1,000 | (1,000) | 0 | 0 | 0 | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 976,999 | |||||||||||||||||||
Issuance of common stock for Notes | $ 1,000 | $ 1,000 | $ 270,111,000 | $ 288,485,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 270,112,000 | $ 288,486,000 | ||||||||||
Issuance of common stock for Notes (in shares) | 1,058,373 | 1,056,861 | ||||||||||||||||||
Recovery of excess common stock issued for acquisition | $ 0 | (40,329,000) | 0 | 0 | (40,329,000) | |||||||||||||||
Recovery of excess common stock issued for acquisition (in shares) | (205,280) | |||||||||||||||||||
Equity portion of extinguishment of Notes | $ 0 | $ 0 | $ (224,081,000) | $ (237,261,000) | $ 0 | $ 0 | $ 0 | $ 0 | $ (224,081,000) | $ (237,261,000) | ||||||||||
Stock-based compensation | $ 0 | 90,000,000 | 0 | 0 | 90,000,000 | |||||||||||||||
Other comprehensive loss, net of tax | 0 | 0 | 0 | (13,492,000) | (13,492,000) | |||||||||||||||
Net loss | 0 | 0 | (199,649,000) | 0 | (199,649,000) | |||||||||||||||
Balance as of end of the period at Mar. 31, 2021 | $ 154,000 | 17,016,628,000 | (1,192,310,000) | 5,026,000 | 15,829,498,000 | |||||||||||||||
Balance as of end of the period (in shares) at Mar. 31, 2021 | 154,406,164 | |||||||||||||||||||
Balance as of beginning of the period at Dec. 31, 2021 | $ 0 | $ 160,000 | $ (363,731,000) | 17,473,336,000 | $ 72,698,000 | (1,421,454,000) | $ 0 | (6,285,000) | $ (291,033,000) | 16,045,757,000 | ||||||||||
Balance as of beginning of the period (in shares) at Dec. 31, 2021 | 0 | 160,469,325 | ||||||||||||||||||
Stockholders' Equity (Deficit) | ||||||||||||||||||||
Exercise of stock options | $ 0 | 3,585,000 | 0 | 0 | 3,585,000 | |||||||||||||||
Exercise of stock options (in shares) | 267,586 | |||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units | $ 1,000 | (1,000) | 0 | 0 | 0 | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 697,602 | |||||||||||||||||||
Stock-based compensation | $ 0 | 63,963,000 | 0 | 0 | 63,963,000 | |||||||||||||||
Other comprehensive loss, net of tax | 0 | 0 | 0 | (5,139,000) | (5,139,000) | |||||||||||||||
Net loss | 0 | 0 | (6,674,523,000) | 0 | (6,674,523,000) | |||||||||||||||
Balance as of end of the period at Mar. 31, 2022 | $ 161,000 | $ 17,177,152,000 | $ (8,023,279,000) | $ (11,424,000) | $ 9,142,610,000 | |||||||||||||||
Balance as of end of the period (in shares) at Mar. 31, 2022 | 161,434,513 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating activities: | |||
Net loss | $ (6,674,523) | $ (199,649) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Goodwill impairment | 6,600,000 | 0 | $ 0 |
Depreciation and amortization | 58,933 | 48,659 | |
Depreciation of rental equipment | 770 | 824 | |
Amortization of right-of-use assets | 3,173 | 2,948 | |
Provision for doubtful accounts | 4,591 | 3,074 | |
Stock-based compensation | 60,436 | 86,300 | |
Deferred income taxes | (2,319) | 87,004 | |
Accretion of interest | 826 | 16,829 | |
Loss on extinguishment of debt | 0 | 11,459 | |
Gain on sale of investment | 0 | (5,852) | |
Other, net | 0 | 38 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (27,842) | (11,717) | |
Prepaid expenses and other current assets | (18,993) | (12,799) | |
Inventory | 2,023 | (2,877) | |
Other assets | (6,047) | 1,244 | |
Accounts payable | 492 | (11,989) | |
Accrued expenses and other current liabilities | 11,706 | (1,889) | |
Accrued compensation | (48,819) | (43,624) | |
Deferred revenue | 7,479 | 17,086 | |
Operating lease liabilities | (3,626) | (3,076) | |
Other liabilities | (7) | (19) | |
Net cash used in operating activities | (31,747) | (18,026) | |
Investing activities: | |||
Capital expenditures | (3,913) | (2,115) | |
Capitalized software | (26,918) | (11,144) | |
Proceeds from marketable securities | 0 | 50,000 | |
Acquisitions of business, net of cash acquired | 0 | (55,921) | |
Other, net | 3,264 | 3,150 | |
Net cash used in investing activities | (27,567) | (16,030) | |
Financing activities: | |||
Net proceeds from the exercise of stock options | 3,585 | 11,908 | |
Repurchase of 2022 Notes | 0 | (130) | |
Proceeds from advances from financing companies | 2,232 | 4,816 | |
Payment against advances from financing companies | (3,921) | (4,098) | |
Proceeds from employee stock purchase plan | 3,680 | 8,648 | |
Cash received for withholding taxes on stock-based compensation, net | 103 | 1,218 | |
Other, net | (2,863) | (187) | |
Net cash provided by financing activities | 2,816 | 22,175 | |
Net decrease in cash and cash equivalents | (56,498) | (11,881) | |
Foreign exchange difference | (538) | (1,339) | |
Cash and cash equivalents at beginning of the period | 893,480 | 733,324 | 733,324 |
Cash and cash equivalents at end of the period | 836,444 | 720,104 | $ 893,480 |
Income taxes paid | 261 | 52 | |
Interest paid | $ 7 | $ 3 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Description of Business | |
Organization and Description of Business | Note 1. Organization and Description of Business Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in whole person virtual care, forging a new healthcare experience with better convenience, outcomes, and value. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience The Company was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. The Company’s principal executive office is located in Purchase, New York. On October 30, 2020, the Company completed the merger with Livongo Health, Inc. (“Livongo”), a transformational opportunity to improve the delivery, access and experience of chronic healthcare for individuals around the world. On July 1, 2020, the Company completed the acquisition of InTouch Technologies, Inc. (“InTouch”), a leading provider of enterprise telehealth solutions for hospitals and health systems. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2022 | |
Basis Of Presentation And Principles Of Consolidation | |
Basis of Presentation and Principles of Consolidation | Note 2. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2022 and 2021, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the condensed consolidated results of operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These financial statements include the results of Teladoc Health, as well as three professional associations and twelve professional corporations (collectively, the “THMG Association”). All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”) is party to several Services Agreements by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the THMG Association which contracts with physicians and other health professionals in order to provide services to the Company. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. Total revenue and net income (loss) for the VIE were $60.1 million and $2.3 million, and $54.2 million and $1.2 million, for the quarters ended March 31, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, were $33.1 million and $58.5 million at March 31, 2022 and December 31, 2021, respectively. The VIE’s total liabilities, all of which were current, were $71.5 million and $94.7 million at March 31, 2022 and December 31, 2021, respectively. The VIE’s total stockholders’ deficit was $38.4 million and $36.1 million at March 31, 2022 and December 31, 2021, respectively. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the condensed consolidated financial statements. Significant estimates and assumptions by management affect areas including the carrying value and useful life of long-lived assets (including intangible assets), the carrying value of goodwill, the capitalization and amortization of software development costs, deferred costs, the allowance for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees, the accounting for income taxes, contingences, litigation and related legal accruals, and the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the 2021 Form 10-K. Recently Adopted Accounting Standards In August 2020, the financial accounting standards board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06—"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The Company adopted ASU 2020-06 as of January 1, 2022, under the modified retrospective transition method, and accordingly, its prior period financial statements were not restated. Upon adoption of ASU 2020-06, the conversion feature of the Company’s convertible senior notes is no longer reported as a component of equity. Instead, the previously-separated equity component is now combined with the liability component, thereby eliminating the amortization of the debt discount arising from the conversion option separation model. As such, the Company currently anticipates a reduction of approximately $58 million in non-cash interest to be recorded on its convertible senior notes for the year ended December 31, 2022, as compared to the year ended December 31, 2021. To reflect the adoption of ASU 2020-06, the Company recorded an increase to convertible senior notes of $306.3 million and decreases to additional paid-in capital, accumulated deficit and net deferred tax liabilities of $363.7 million, $72.7 million and $15.3 million, respectively, as of January 1, 2022. |
Revenue, Deferred Revenue, and
Revenue, Deferred Revenue, and Deferred Device and Contract Costs | 3 Months Ended |
Mar. 31, 2022 | |
Revenue, Deferred Revenue, and Deferred Device and Contract Costs | |
Revenue, Deferred Revenue, and Deferred Device and Contract Costs | Note 3. Revenue, Deferred Revenue, and Deferred Device and Contract Costs The Company generates access fees from customers, consisting of employers, health plans, hospitals and health systems, insurance, and financial services companies (collectively “Clients”), as well as individual members, accessing its professional provider network, hosted virtual healthcare platform and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service and other specialty visits. In addition, other revenue is primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Access revenue accounted for 87% and 84% of the Company’s revenue for the quarters ended March 31, 2022 and 2021, respectively. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Quarter Ended March 31, 2022 2021 Access Fees Revenue U.S. $ 421,146 $ 327,553 International 70,191 54,553 Total 491,337 382,106 Visit Fee Revenue U.S. 64,473 57,128 International 3,455 3,383 Total 67,928 60,511 Other U.S. 5,581 10,671 International 504 387 Total 6,085 11,058 Total Revenues $ 565,350 $ 453,675 During the fourth quarter of 2021, the Company refined its definition of international revenues to reflect all international revenues based on location of the customer. Previously, Direct-to-Consumer (“D2C”) activities were primarily reflected based on the location of operations. In addition, certain activities related to the Company’s international operations are now reflected in visit revenues versus access fee revenues. Prior period amounts have been recast to conform with current presentation. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for a device is amortized ratably over the expected member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue. For certain services, payment is required for future months before the service is delivered to the member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue, current plus long-term, was $87.1 million at March 31, 2022 and $73.2 million at March 31, 2021. The net increase of $7.6 million and $18.4 million in the deferred revenue balance for the three months ended March 31, 2022 and 2021, respectively, was primarily driven by InTouch and Livongo as well as BetterHelp, the Company’s D2C mental health product, and cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenue recognized that were included in the deferred revenue balance at the beginning of the period. The Company anticipates that it will satisfy most of its performance obligation associated with the deferred revenue within the prospective fiscal year. Revenue recognized during the quarters ended March 31, 2022 and 2021 that was included in deferred revenue at the beginning of the periods was $51.6 million and $32.7 million, respectively. The Company expects to recognize $73.0 million and $5.0 million of revenue in 2022 and 2023 , respectively, related to future performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2022. Deferred Device and Contract Costs Deferred device and contract costs are classified as a component of Prepaid expenses and other current assets or Other assets depending on term, and consisted of the following as of March 31, 2022 (in thousands): As of March 31, As of December 31, 2022 2021 Deferred device and contract costs, current $ 27,335 $ 22,304 Deferred device and contract costs, noncurrent 7,636 6,249 Total deferred device and contract costs $ 34,971 $ 28,553 Deferred costs and other activity were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2021 $ 28,553 Additions 13,986 Cost of revenue recognized (7,568) Ending balance as of March 31, 2022 $ 34,971 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventories | |
Inventories | Note 4. Inventories Inventories consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Raw materials and purchased parts $ 25,006 $ 26,164 Work in process 379 313 Finished goods 45,269 46,602 Total inventories $ 70,654 $ 73,079 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets As of March 31, As of December 31, 2022 2021 Prepaid expenses $ 51,397 $ 38,179 Deferred device and contract costs, current 27,335 22,304 Other receivables 22,817 21,170 Other current asset 5,326 5,734 Total prepaid expenses and other current assets $ 106,875 $ 87,387 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, Net | |
Intangible Assets, Net | Note 6. Intangible Assets, Net Intangible assets, net consist of the following (in thousands): Weighted Average Remaining Useful Accumulated Net Carrying Useful Life Life Gross Value Amortization Value (Years) March 31, 2022 Client relationships 2 to 20 years $ 1,463,335 $ (222,285) $ 1,241,050 14.3 Trademarks 2 to 15 years 325,958 (58,823) 267,135 7.4 Software 3 to 5 years 155,456 (45,101) 110,355 2.8 Technology 5 to 7 years 343,310 (77,953) 265,357 5.3 Intangible assets, net $ 2,288,059 $ (404,162) $ 1,883,897 11.4 December 31, 2021 Client relationships 2 to 20 years $ 1,465,926 $ (199,866) $ 1,266,060 14.5 Trademarks 3 to 15 years 326,392 (45,555) 280,837 9.5 Software 3 to 5 years 126,188 (40,767) 85,421 2.7 Technology 5 to 7 years 343,262 (65,302) 277,960 5.6 Intangible assets, net $ 2,261,768 $ (351,490) $ 1,910,278 12.0 Amortization expense for intangible assets net of foreign currency remeasurement for intangible assets was $56.6 million and $46.6 million for the quarters ended March 31, 2022 and 2021, respectively. In January 2022, the Company embarked upon a two-year migration strategy that integrates and moves selected consumer brands under Teladoc Health – which will serve as the primary business-to-business-to-consumer brand that meets all consumer healthcare needs. The evolution of brand names results in the weighted average life of our trademarks decreasing from 9.5 years to 7.4 years as of March 31, 2022, and an acceleration of amortization expense being expensed over 2022 and 2023. This change resulted in additional amortization expense of $5.8 million (or $0.04 per basic and diluted share) in the first quarter of 2022. Refer to Note 7 to the condensed consolidated financial statements for the results of impairment testing of the Company’s intangible assets including goodwill. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill | |
Goodwill | Note 7. Goodwill Goodwill consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Beginning balance as of December 31, 2021 and 2020, respectively $ 14,504,174 $ 14,581,255 Impairment (6,600,000) 0 Additions associated with acquisitions 0 64,269 Purchase consideration adjustments net of deferred tax impacts 0 (122,306) Currency translation adjustment (4,379) (19,044) Ending balance as of March 31, 2022 and December 31, 2021 $ 7,899,795 $ 14,504,174 As a result of sustained decreases in the Company’s publicly quoted share price and market capitalization continuing into 2022, the Company conducted additional testing of its goodwill, definite-lived intangibles, and other long-lived assets as of March 31, 2022. As a result of this review, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but the Company recorded a $6.6 billion non-deductible, non-cash goodwill impairment charge (or $41.11 per basic and diluted share) for the quarter ended March 31, 2022. Consistent with prior goodwill impairment testing, the Company’s March 31, 2022, testing reflected a 75%/25% allocation between the income and market approaches. The Company believes the 75% weighting to the income approach continues to be appropriate as it more directly reflects its future growth and profitability expectations. For the Company’s March 31, 2022 impairment testing, as compared to its December 1, 2021 testing, the Company reduced its estimated future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to reflect its best estimates at this time. The Company also updated certain significant inputs into the valuation models including the discount rate which increased reflecting, in part, higher interest rates and market volatility, and the Company reduced its revenue market multiples, reflecting declining valuations across the Company’s selected peer group. The Company’s updates to its discount rate, market multiples, and estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit. The following table reflects changes in the most significant inputs to the Company’s impairment analysis on each testing date since its last annual test. Testing dates Discount Rate Peer Group Revenue Multiples % Excess of Reporting Unit Fair Value over Carrying Value December 1, 2021 10.5% 7.0x/5.5x 15.0% March 31, 2022 12.0% 3.0x/2.5x 0% post impairment |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Professional fees $ 5,485 $ 5,373 Consulting fees/provider fees 18,029 19,292 Client performance guarantees 10,034 7,653 Interest payable 5,809 1,480 Income tax payable 5,131 3,098 Insurance 5,779 3,884 Marketing 6,104 3,471 Operating lease liabilities - current 13,052 12,687 Franchise and sales taxes 11,429 9,965 Device replacement cost 5,913 6,263 Other 29,924 29,767 Total $ 116,689 $ 102,933 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9. Fair Value Measurements The carrying value of the Company’s cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets. The Company’s short-term investments held as of March 31, 2022 and 2021 consisted primarily of certificates of deposit held at financial institutions. The amortized cost of these investments, which are classified as Level 2, approximated their fair value. 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): March 31, 2022 Level 1 Level 2 Total Cash and cash equivalents $ 836,444 $ 0 $ 836,444 Short-term investments $ 0 $ 2,544 $ 2,544 December 31, 2021 Level 1 Level 2 Total Cash and cash equivalents $ 893,480 $ 0 $ 893,480 Short-term investments $ 0 $ 2,537 $ 2,537 There were no transfers between fair value measurement levels during the quarters ended March 31, 2022 and December 31, 2021. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases. | |
Leases | Note 10. Leases The Company has operating leases for facilities, hosting co-location facilities and certain equipment under non-cancelable leases in the U.S. and various international locations. The leases have remaining lease terms of 1 1 Operating Leases The Company leases office space under non-cancelable operating leases in the U.S. and various international locations. As of March 31, 2022, the future minimum lease payments under non-cancelable operating leases were as follows (in thousands): As of March 31, Operating Leases: 2022 2022 $ 15,023 2023 14,261 2024 9,634 2025 7,197 2026 5,822 2027 and thereafter 12,638 Total future minimum payments $ 64,575 The Company rents certain information systems to selected qualified customers under arrangements that qualify as either sales-type lease or operating lease arrangements. Leases have terms that generally range from 2 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Senior Notes | |
Convertible Senior Notes | Note 11. Convertible Senior Notes Outstanding Convertible Senior Notes As of March 31, 2022, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo on June 4, 2020 for which the Company has agreed to guarantee Livongo’s obligations (the “Livongo Notes;” and together with the 2027 Notes, the 2025 Notes and the 2022 Notes (as defined below), the “Notes”). On June 27, 2017, the Company issued, at par value, $275.0 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”), which were redeemed during the quarter ended March 31, 2021 as described below. The following table presents certain terms of the Notes that were outstanding as of March 31, 2022: 2027 Notes 2025 Notes Livongo Notes Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of March 31, 2022 (in millions) (1) $ 843.5 $ 1.0 $ 553.3 Fair Value as of December 31, 2021 (in millions) (1) $ 940.0 $ 1.3 $ 605.0 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Share Conversion Rate Per $1,000 Principal Amount as of March 31, 2022 4.1258 18.6621 13.94 Remaining Contractual Life as of March 31, 2022 5.2 years 3.1 years 3.2 years (1) The Notes are classified as Level 1 within the fair value hierarchy, as defined in Note 9. All of the Notes are unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to such Notes; equal in right of payment to the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Holders may convert all or any portion of their Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding the applicable conversion date only under the following circumstances: ● during any quarter (and only during such quarter), if the last reported sale price of the shares of Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price for the applicable Notes on each applicable trading day; ● during the five business day period after any ten consecutive trading day period (or five consecutive trading day period in the case of the Livongo Notes) in which the trading price was less than 98% of the product of the last reported sale price of Company’s common stock and the conversion rate for the applicable Notes on each such trading day; ● upon the occurrence of specified corporate events described under the applicable indenture; or ● if the Company calls the applicable Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date. On or after the applicable conversion date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of such Notes, regardless of the foregoing circumstances. The 2027 Notes and the 2025 Notes are convertible into shares of the Company’s common stock at the applicable conversion rate shown in the table above. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock or units of reference property, the amount of cash and shares of the Company’s common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 consecutive trading day observation period. The Livongo Notes are convertible at the applicable conversion rate shown in the table above into “units of reference property,” each of which is comprised of 0.5920 of a share of the Company’s common stock and $4.24 in cash, without interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, units of reference property, or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and units of reference property, the amount of cash and units of reference property, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 40 consecutive trading day observation period. For each Note series, the Company may redeem for cash all or part of the Notes, at its option, on or after the applicable optional redemption date shown in the table above (and prior to the 41st scheduled trading day immediately preceding the maturity date in the case of the Livongo Notes) if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2027 Note or 2025 Note for redemption on or after the applicable optional redemption date will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the applicable indenture. If Livongo undergoes a fundamental change (as defined in the applicable indenture) at any time prior to the maturity date, holders will have the right, at their option, to require Livongo to repurchase for cash all or any portion of their Livongo Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Livongo Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Following the adoption of ASU 2020-06 on January 1, 2022 as described in Note 2, the Company accounts for each Note series at amortized cost within the liability section of its condensed consolidated balance sheets. The Company has reserved an aggregate of 8.7 million shares of common stock for the Notes. The net carrying values of the Notes consisted of the following (in thousands): As of March 31, As of December 31, 2027 Notes 2022 2021 Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (17,940) (250,846) Net carrying amount $ 982,060 $ 749,154 2025 Notes Principal $ 730 $ 730 Less: Debt discount, net (1) (10) (166) Net carrying amount $ 720 $ 564 Livongo Notes Principal $ 550,000 $ 550,000 Less: Debt discount, net (1) 0 (74,047) Net carrying amount $ 550,000 $ 475,953 (1) Included in the accompanying condensed consolidated balance sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. The following table sets forth total interest expense recognized related to the Notes (in thousands): Quarter Ended March 31, 2027 Notes: 2022 2021 Contractual interest expense $ 3,125 $ 3,125 Amortization of debt discount 831 9,059 Total $ 3,956 $ 12,184 Effective interest rate 0.8 % 3.4 % Quarter Ended March 31, 2025 Notes: 2022 2021 Contractual interest expense $ 3 $ 814 Amortization of debt discount 1 2,719 Total $ 4 $ 3,533 Effective interest rate 0.9 % 3.9 % Quarter Ended March 31, Livongo Notes: 2022 2021 Contractual interest expense $ 1,203 $ 1,203 Amortization of debt discount 0 4,734 Total $ 1,203 $ 5,937 Effective interest rate 0 % 5.2 % Quarter Ended March 31, 2022 Notes: 2022 2021 Contractual interest expense $ 0 $ 104 Amortization of debt discount 0 316 Total $ 0 $ 420 Effective interest rate 0 % 9.6 % Conversions of Convertible Senior Notes Due 2025 Certain holders of the 2025 Notes converted their 2025 Notes in exchange for 1.1 million shares of the Company’s common stock during the quarter ended March 31, 2021. As a result, the Company recorded a charge associated with the loss on extinguishment of debt of $8.1 million during the quarter ended March 31, 2021. Redemption of Convertible Senior Notes Due 2022 In March 2021, the Company completed a redemption of all of the then outstanding 2022 Notes in exchange for approximately $0.1 million in cash (including accrued and unpaid interest). Prior to that redemption, certain holders of the 2022 Notes converted their 2022 Notes in exchange for 1.1 million shares of the Company’s common stock during the quarter ended March 31, 2021. As a result of the redemption and conversions, the Company recorded a charge associated with the loss on extinguishment of debt of $3.4 million during the quarter ended March 31, 2021. |
Advances from Financing Compani
Advances from Financing Companies | 3 Months Ended |
Mar. 31, 2022 | |
Advances from Financing Companies | |
Advances from Financing Companies | Note 12. Advances from Financing Companies The Company utilizes a third-party financing company to provide certain Clients with a rental option. The principal portion of these up-front payments are reported as advances from financing companies in the accompanying condensed consolidated balance sheet. Interest rates applicable to the outstanding advances as of March 31, 2022 ranged from 3.35% to 8.25%. Client lease payments to third party financing companies will reduce the advances from financing companies as of March 31, 2022 by year as follows (in thousands): As of March 31, 2022 2022 $ 10,105 2023 8,024 2024 2,678 2025 109 Total $ 20,916 |
Legal Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2022 | |
Legal Matters | |
Legal Matters | Note 13. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising in the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. As of the date of these financial statements, Teladoc Health’s management does not expect any litigation matter to have a material adverse impact on its business, financial condition, results of operations or cash flows. On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the United States District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (the “TCPA”) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. The Company will vigorously defend the lawsuit and any potential loss is currently deemed to be immaterial. On August 27, 2021, a purported securities class action complaint (City of Hialeah Employees’ Retirement System v. Teladoc Health, Inc., et.al.) was filed in the Circuit Court of Cook County, Illinois against the Company and certain of the Company’s current and former officers and directors. The complaint was brought on behalf of a purported class consisting of all persons who acquired shares of Teladoc Health common stock issued in the Livongo merger. The complaint asserted violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 based on allegedly false or misleading statements and omissions with respect to the registration statement and prospectus filed in connection with the Livongo merger. The complaint sought certification as a class action, unspecified compensatory damages plus interest and attorneys’ fees, rescission or a rescissory measure of damages and equitable or other relief. On January 18, 2022, the case was voluntarily dismissed without prejudice in the Circuit Court of Cook County, Illinois and on January 26, 2022, was refiled in the Supreme Court of the State of New York. The refiled case includes substantially the same allegations. The Company believes that these claims are without merit, and the Company and its named current and former officers and directors intend to defend the Company vigorously. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock and Stockholders'Equity | |
Common Stock and Stockholders' Equity | Note 14. Common Stock and Stockholders’ Equity Capitalization Effective October 30, 2020, the authorized number of shares of the Company’s common stock was increased from 150,000,000 to 300,000,000 shares. Warrants The Company had no warrants outstanding as of March 31, 2022 or December 31, 2021. Stock Plans The Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (collectively, the “Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. All stock-based awards to employees are measured based on the grant-date fair value or replacement grant date fair value in relation to the Livongo transaction, and are generally recognized on a straight line basis in the Company’s condensed consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each restricted stock unit (“RSU”)). Stock Options Options issued under the Plans are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. The Company had 10,218,931 shares available for grant at March 31, 2022. Activity under the Plans was as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2021 3,426,978 $ 22.88 5.32 $ 242,569 Stock option grants 45,434 $ 79.40 N/A Stock options exercised (267,586) $ 13.40 N/A $ (15,090) Stock options forfeited (15,767) $ 19.63 N/A Balance at March 31, 2022 3,189,059 $ 24.50 5.16 $ 160,501 Vested or expected to vest at March 31, 2022 3,189,059 $ 24.50 8.35 $ 2,352 Exercisable at March 31, 2022 3,011,138 $ 20.36 4.97 $ 158,148 The total grant-date fair value of stock options granted during the quarters ended March 31, 2022 and 2021 were $1.6 million and $0.4 million, respectively. The Company estimates the fair value of stock options granted using the Black Scholes option pricing model. The assumptions used in the Black-Scholes option-pricing model are determined as follows: Volatility. The expected volatility was derived from the historical stock volatilities of the Company’s stock volatility over a period equivalent to the expected term of the stock option grants. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero. Forfeiture rate. The Company recognizes forfeitures as they occur. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share: Quarter Ended March 31, 2022 2021 Volatility 56.69% - 57.86% 57.02% - 57.49% Expected term (in years) 4.1 4.1 Risk-free interest rate 1.13% - 1.52% 0.31% - 0.51% Dividend yield 0 0 Weighted-average fair value of underlying stock options $ $35.94 $ $107.06 For the quarters ended March 31, 2022 and 2021, the Company recorded compensation expense related to stock options of $10.7 million and $28.2 million, respectively. As of March 31, 2022, the Company had $10.9 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 The fair value of RSUs is determined on the date of grant. The Company records compensation expense in the condensed consolidated statement of operations on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one Activity under RSUs was as follows: Weighted-Average Grant Date RSUs Fair Value Per RSU Balance at December 31, 2021 2,133,501 $ 168.43 Granted 2,433,620 $ 74.74 Vested and issued (499,486) $ 146.13 Forfeited (153,581) $ 153.09 Balance at March 31, 2022 3,914,054 $ 113.99 Vested and unissued at March 31, 2022 16,507 $ 71.96 Non-vested at March 31, 2022 3,897,547 $ 113.99 The total grant-date fair value of RSUs granted during the quarters ended March 31, 2022 and 2021 was $181.9 million and $88.0 million, respectively. For the quarters ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense related to RSUs of $44.5 million and $50.9 million, respectively. As of March 31, 2022, the Company had $407.8 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.3 years. Performance Stock Units Stock-based compensation costs associated with the Company’s performance stock units (“PSUs”) are initially determined using the fair market value of the Company's common stock on the date the awards are approved by the Compensation Committee of the Board of Directors (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement ranging from 1 The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and ange from Activity under PSUs was as follows: Weighted-Average Grant Date Shares Fair Value Per PSU Balance at December 31, 2021 356,249 $ 140.01 Granted 420,274 $ 74.21 Vested and issued (197,849) $ 109.03 Balance at March 31, 2022 578,674 $ 106.35 Vested and unissued at March 31, 2022 0 $ 0 Non-vested at March 31, 2022 578,674 $ 106.35 The total grant-date fair value of PSUs granted during the quarter ended March 31, 2022 and 2021 was $30.1 million and $67.9 million, respectively. For the quarters ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense related to PSUs of $7.3 million and $7.2 million, respectively. As of March 31, 2022, the Company had $26.9 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 2.3 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“ESPP”) in connection with its initial public offering. A total of 1,019,726 shares of common stock were reserved for issuance under this plan as of March 31, 2022. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During the quarters ended March 31, 2022 and 2021, the Company did not issue any shares under the ESPP. As of March 31, 2022, 570,661 shares remained available for issuance. For the quarters ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense related to the ESPP of $1.5 million and $2.2 million, respectively. As of March 31, 2022, the Company had $0.6 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 year. Total compensation costs for stock-based awards were recorded as follows (in thousands): Quarter Ended March 31, 2022 2021 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) $ 2,196 $ 2,362 Advertising and marketing 3,711 5,082 Sales 12,071 21,167 Technology and development 18,087 26,726 General and administrative 24,371 30,963 Total stock-based compensation expense (1) $ 60,436 $ 86,300 (1) Excluding the amount capitalized related to internal software development projects. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 15. Income Taxes The Company recorded income tax expense of $0.4 million for the quarter ended March 31, 2022. For the quarter ended March 31, 2022, the Company recognized a reversal of $15.3 million of the net deferred tax liability associated with the convertible senior notes upon the adoption of ASU 2020-06, recorded entirely through the balance sheet. The Company’s income tax expense for the quarter ended March 31, 2021 of $87.0 million primarily was related to additional valuation allowance recorded on excess stock compensation associated with the Livongo merger. |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidations (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Basis Of Presentation And Principles Of Consolidation | |
Basis of Presentation and Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2022 and 2021, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the condensed consolidated results of operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These financial statements include the results of Teladoc Health, as well as three professional associations and twelve professional corporations (collectively, the “THMG Association”). All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”) is party to several Services Agreements by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. The Company holds a variable interest in the THMG Association which contracts with physicians and other health professionals in order to provide services to the Company. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. Total revenue and net income (loss) for the VIE were $60.1 million and $2.3 million, and $54.2 million and $1.2 million, for the quarters ended March 31, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, were $33.1 million and $58.5 million at March 31, 2022 and December 31, 2021, respectively. The VIE’s total liabilities, all of which were current, were $71.5 million and $94.7 million at March 31, 2022 and December 31, 2021, respectively. The VIE’s total stockholders’ deficit was $38.4 million and $36.1 million at March 31, 2022 and December 31, 2021, respectively. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the condensed consolidated financial statements. Significant estimates and assumptions by management affect areas including the carrying value and useful life of long-lived assets (including intangible assets), the carrying value of goodwill, the capitalization and amortization of software development costs, deferred costs, the allowance for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees, the accounting for income taxes, contingences, litigation and related legal accruals, and the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the 2021 Form 10-K. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the financial accounting standards board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06—"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The Company adopted ASU 2020-06 as of January 1, 2022, under the modified retrospective transition method, and accordingly, its prior period financial statements were not restated. Upon adoption of ASU 2020-06, the conversion feature of the Company’s convertible senior notes is no longer reported as a component of equity. Instead, the previously-separated equity component is now combined with the liability component, thereby eliminating the amortization of the debt discount arising from the conversion option separation model. As such, the Company currently anticipates a reduction of approximately $58 million in non-cash interest to be recorded on its convertible senior notes for the year ended December 31, 2022, as compared to the year ended December 31, 2021. To reflect the adoption of ASU 2020-06, the Company recorded an increase to convertible senior notes of $306.3 million and decreases to additional paid-in capital, accumulated deficit and net deferred tax liabilities of $363.7 million, $72.7 million and $15.3 million, respectively, as of January 1, 2022. |
Revenue, Deferred Revenue, an_2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue, Deferred Revenue, and Deferred Device and Contract Costs | |
Schedule of disaggregation of revenue | Quarter Ended March 31, 2022 2021 Access Fees Revenue U.S. $ 421,146 $ 327,553 International 70,191 54,553 Total 491,337 382,106 Visit Fee Revenue U.S. 64,473 57,128 International 3,455 3,383 Total 67,928 60,511 Other U.S. 5,581 10,671 International 504 387 Total 6,085 11,058 Total Revenues $ 565,350 $ 453,675 |
Schedule of deferred device and contract costs | Deferred device and contract costs are classified as a component of Prepaid expenses and other current assets or Other assets depending on term, and consisted of the following as of March 31, 2022 (in thousands): As of March 31, As of December 31, 2022 2021 Deferred device and contract costs, current $ 27,335 $ 22,304 Deferred device and contract costs, noncurrent 7,636 6,249 Total deferred device and contract costs $ 34,971 $ 28,553 Deferred costs and other activity were as follows (in thousands): Deferred Device and Contract Costs Beginning balance as of December 31, 2021 $ 28,553 Additions 13,986 Cost of revenue recognized (7,568) Ending balance as of March 31, 2022 $ 34,971 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventories | |
Schedule of inventories | Inventories consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Raw materials and purchased parts $ 25,006 $ 26,164 Work in process 379 313 Finished goods 45,269 46,602 Total inventories $ 70,654 $ 73,079 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses and Other Current Assets | |
Schedule Of Prepaid Expenses and Other Current Assets | As of March 31, As of December 31, 2022 2021 Prepaid expenses $ 51,397 $ 38,179 Deferred device and contract costs, current 27,335 22,304 Other receivables 22,817 21,170 Other current asset 5,326 5,734 Total prepaid expenses and other current assets $ 106,875 $ 87,387 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, Net | |
Schedule of finite lived intangible assets | Intangible assets, net consist of the following (in thousands): Weighted Average Remaining Useful Accumulated Net Carrying Useful Life Life Gross Value Amortization Value (Years) March 31, 2022 Client relationships 2 to 20 years $ 1,463,335 $ (222,285) $ 1,241,050 14.3 Trademarks 2 to 15 years 325,958 (58,823) 267,135 7.4 Software 3 to 5 years 155,456 (45,101) 110,355 2.8 Technology 5 to 7 years 343,310 (77,953) 265,357 5.3 Intangible assets, net $ 2,288,059 $ (404,162) $ 1,883,897 11.4 December 31, 2021 Client relationships 2 to 20 years $ 1,465,926 $ (199,866) $ 1,266,060 14.5 Trademarks 3 to 15 years 326,392 (45,555) 280,837 9.5 Software 3 to 5 years 126,188 (40,767) 85,421 2.7 Technology 5 to 7 years 343,262 (65,302) 277,960 5.6 Intangible assets, net $ 2,261,768 $ (351,490) $ 1,910,278 12.0 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill | |
Summary of goodwill | Goodwill consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Beginning balance as of December 31, 2021 and 2020, respectively $ 14,504,174 $ 14,581,255 Impairment (6,600,000) 0 Additions associated with acquisitions 0 64,269 Purchase consideration adjustments net of deferred tax impacts 0 (122,306) Currency translation adjustment (4,379) (19,044) Ending balance as of March 31, 2022 and December 31, 2021 $ 7,899,795 $ 14,504,174 |
Schedule of significant inputs used in goodwill impairment analysis on each testing date | Testing dates Discount Rate Peer Group Revenue Multiples % Excess of Reporting Unit Fair Value over Carrying Value December 1, 2021 10.5% 7.0x/5.5x 15.0% March 31, 2022 12.0% 3.0x/2.5x 0% post impairment |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Professional fees $ 5,485 $ 5,373 Consulting fees/provider fees 18,029 19,292 Client performance guarantees 10,034 7,653 Interest payable 5,809 1,480 Income tax payable 5,131 3,098 Insurance 5,779 3,884 Marketing 6,104 3,471 Operating lease liabilities - current 13,052 12,687 Franchise and sales taxes 11,429 9,965 Device replacement cost 5,913 6,263 Other 29,924 29,767 Total $ 116,689 $ 102,933 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 Level 1 Level 2 Total Cash and cash equivalents $ 836,444 $ 0 $ 836,444 Short-term investments $ 0 $ 2,544 $ 2,544 December 31, 2021 Level 1 Level 2 Total Cash and cash equivalents $ 893,480 $ 0 $ 893,480 Short-term investments $ 0 $ 2,537 $ 2,537 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases. | |
Schedule of future minimum lease payments | As of March 31, Operating Leases: 2022 2022 $ 15,023 2023 14,261 2024 9,634 2025 7,197 2026 5,822 2027 and thereafter 12,638 Total future minimum payments $ 64,575 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Senior Notes | |
Summary of the Notes | 2027 Notes 2025 Notes Livongo Notes Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of March 31, 2022 (in millions) (1) $ 843.5 $ 1.0 $ 553.3 Fair Value as of December 31, 2021 (in millions) (1) $ 940.0 $ 1.3 $ 605.0 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Share Conversion Rate Per $1,000 Principal Amount as of March 31, 2022 4.1258 18.6621 13.94 Remaining Contractual Life as of March 31, 2022 5.2 years 3.1 years 3.2 years The net carrying values of the Notes consisted of the following (in thousands): As of March 31, As of December 31, 2027 Notes 2022 2021 Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (17,940) (250,846) Net carrying amount $ 982,060 $ 749,154 2025 Notes Principal $ 730 $ 730 Less: Debt discount, net (1) (10) (166) Net carrying amount $ 720 $ 564 Livongo Notes Principal $ 550,000 $ 550,000 Less: Debt discount, net (1) 0 (74,047) Net carrying amount $ 550,000 $ 475,953 |
Schedule of total interest expense recognized related to the Notes | The following table sets forth total interest expense recognized related to the Notes (in thousands): Quarter Ended March 31, 2027 Notes: 2022 2021 Contractual interest expense $ 3,125 $ 3,125 Amortization of debt discount 831 9,059 Total $ 3,956 $ 12,184 Effective interest rate 0.8 % 3.4 % Quarter Ended March 31, 2025 Notes: 2022 2021 Contractual interest expense $ 3 $ 814 Amortization of debt discount 1 2,719 Total $ 4 $ 3,533 Effective interest rate 0.9 % 3.9 % Quarter Ended March 31, Livongo Notes: 2022 2021 Contractual interest expense $ 1,203 $ 1,203 Amortization of debt discount 0 4,734 Total $ 1,203 $ 5,937 Effective interest rate 0 % 5.2 % Quarter Ended March 31, 2022 Notes: 2022 2021 Contractual interest expense $ 0 $ 104 Amortization of debt discount 0 316 Total $ 0 $ 420 Effective interest rate 0 % 9.6 % |
Advances from Financing Compa_2
Advances from Financing Companies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Advances from Financing Companies | |
Schedule of client lease payments to third party financing companies | Client lease payments to third party financing companies will reduce the advances from financing companies as of March 31, 2022 by year as follows (in thousands): As of March 31, 2022 2022 $ 10,105 2023 8,024 2024 2,678 2025 109 Total $ 20,916 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock and Stockholders'Equity | |
Summary of stock option activity under the Plan | Activity under the Plans was as follows (in thousands, except share and per share amounts and years): Weighted- Weighted- Average Number of Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Life in Years Value Balance at December 31, 2021 3,426,978 $ 22.88 5.32 $ 242,569 Stock option grants 45,434 $ 79.40 N/A Stock options exercised (267,586) $ 13.40 N/A $ (15,090) Stock options forfeited (15,767) $ 19.63 N/A Balance at March 31, 2022 3,189,059 $ 24.50 5.16 $ 160,501 Vested or expected to vest at March 31, 2022 3,189,059 $ 24.50 8.35 $ 2,352 Exercisable at March 31, 2022 3,011,138 $ 20.36 4.97 $ 158,148 |
Assumptions used for estimate of fair value of options | Quarter Ended March 31, 2022 2021 Volatility 56.69% - 57.86% 57.02% - 57.49% Expected term (in years) 4.1 4.1 Risk-free interest rate 1.13% - 1.52% 0.31% - 0.51% Dividend yield 0 0 Weighted-average fair value of underlying stock options $ $35.94 $ $107.06 |
Schedule of activity under the RSUs | Activity under RSUs was as follows: Weighted-Average Grant Date RSUs Fair Value Per RSU Balance at December 31, 2021 2,133,501 $ 168.43 Granted 2,433,620 $ 74.74 Vested and issued (499,486) $ 146.13 Forfeited (153,581) $ 153.09 Balance at March 31, 2022 3,914,054 $ 113.99 Vested and unissued at March 31, 2022 16,507 $ 71.96 Non-vested at March 31, 2022 3,897,547 $ 113.99 |
Schedule of activity under the PSUs | Activity under PSUs was as follows: Weighted-Average Grant Date Shares Fair Value Per PSU Balance at December 31, 2021 356,249 $ 140.01 Granted 420,274 $ 74.21 Vested and issued (197,849) $ 109.03 Balance at March 31, 2022 578,674 $ 106.35 Vested and unissued at March 31, 2022 0 $ 0 Non-vested at March 31, 2022 578,674 $ 106.35 |
Components of operating expense charged for compensation cost expense | Total compensation costs for stock-based awards were recorded as follows (in thousands): Quarter Ended March 31, 2022 2021 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) $ 2,196 $ 2,362 Advertising and marketing 3,711 5,082 Sales 12,071 21,167 Technology and development 18,087 26,726 General and administrative 24,371 30,963 Total stock-based compensation expense (1) $ 60,436 $ 86,300 (1) Excluding the amount capitalized related to internal software development projects. |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation - VIE (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)item | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Variable interest entity | ||||
Number of professional associations consolidated as VIEs | item | 3 | |||
Number of professional corporations consolidated as VIEs | item | 12 | |||
Revenue | $ 565,350 | $ 453,675 | ||
Net (loss) income | (6,674,523) | (199,649) | ||
Assets | 11,092,337 | $ 17,734,608 | ||
(Equity) deficit | (9,142,610) | (15,829,498) | (16,045,757) | $ (15,883,804) |
Primary beneficiary | ||||
Variable interest entity | ||||
Revenue | 60,100 | 54,200 | ||
Net (loss) income | 2,300 | $ 1,200 | ||
Assets | 33,100 | 58,500 | ||
Liabilities | 71,500 | 94,700 | ||
(Equity) deficit | $ 38,400 | $ 36,100 |
Basis of Presentation and Pri_4
Basis of Presentation and Principles of Consolidation - Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Recently Issued Accounting Pronouncements | ||||
Interest expense, net | $ 5,480 | $ 22,125 | ||
Convertible senior notes, net | 1,532,780 | $ 1,225,671 | ||
Additional paid-in capital | (17,177,152) | (17,473,336) | ||
Accumulated deficit | (8,023,279) | (1,421,454) | ||
Net deferred tax liabilities | $ (57,516) | $ (75,777) | ||
ASU 2020-06 | Cumulative effect adjustment due to adoption of ASU 2020-06 | ||||
Recently Issued Accounting Pronouncements | ||||
Convertible senior notes, net | $ 306,300 | |||
Additional paid-in capital | 363,700 | |||
Accumulated deficit | 72,700 | |||
Net deferred tax liabilities | 15,300 | |||
ASU 2020-06 | Cumulative effect adjustment due to adoption of ASU 2020-06 | Pro Forma | ||||
Recently Issued Accounting Pronouncements | ||||
Interest expense, net | $ 58,000 |
Revenue, Deferred Revenue, an_3
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Other Disclosures (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product and Service Concentration Risk | Revenue from Contract with Customer | Access Fees Revenue | ||
Revenue, Deferred Revenue, Deferred Costs and Other | ||
Concentration risk (as a percent) | 87.00% | 84.00% |
Revenue, Deferred Revenue, an_4
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Disaggregation and Other (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Revenue | $ 565,350 | $ 453,675 |
Deferred revenue | 87,100 | 73,200 |
Net increase in deferred revenue | 7,600 | 18,400 |
Revenue recognized, included in deferred revenue balance at beginning of period | 51,600 | 32,700 |
Access Fees Revenue | ||
Revenue | ||
Revenue | 491,337 | 382,106 |
Access Fees Revenue | United States | ||
Revenue | ||
Revenue | 421,146 | 327,553 |
Access Fees Revenue | Foreign. | ||
Revenue | ||
Revenue | 70,191 | 54,553 |
Visit Fee Revenue | ||
Revenue | ||
Revenue | 67,928 | 60,511 |
Visit Fee Revenue | United States | ||
Revenue | ||
Revenue | 64,473 | 57,128 |
Visit Fee Revenue | Foreign. | ||
Revenue | ||
Revenue | 3,455 | 3,383 |
Other | ||
Revenue | ||
Revenue | 6,085 | 11,058 |
Other | United States | ||
Revenue | ||
Revenue | 5,581 | 10,671 |
Other | Foreign. | ||
Revenue | ||
Revenue | $ 504 | $ 387 |
Revenue, Deferred Revenue, an_5
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Revenue Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Future Performance Obligations | |
Revenue recognized, performance obligation | $ 73 |
Period of performance obligation | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Future Performance Obligations | |
Revenue recognized, performance obligation | $ 5 |
Period of performance obligation | 1 year |
Revenue, Deferred Revenue, an_6
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Cost and Other (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Device and Contract Costs | ||
Deferred device and contract costs, current | $ 27,335 | $ 22,304 |
Deferred costs and other, noncurrent | 7,636 | 6,249 |
Total Deferred cost and other | $ 34,971 | $ 28,553 |
Revenue, Deferred Revenue, an_7
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Cost and Other Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Change in Deferred Costs And Other | |
Beginning balance | $ 28,553 |
Additions | 13,986 |
Cost of revenue recognized | (7,568) |
Ending Balance | $ 34,971 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventories | ||
Raw materials and purchased parts | $ 25,006 | $ 26,164 |
Work in process | 379 | 313 |
Finished goods | 45,269 | 46,602 |
Total inventories | $ 70,654 | $ 73,079 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses | $ 51,397 | $ 38,179 |
Deferred device and contract costs, current | 27,335 | 22,304 |
Other receivables | 22,817 | 21,170 |
Other current asset | 5,326 | 5,734 |
Total prepaid expenses and other current assets | $ 106,875 | $ 87,387 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Intangible assets | |||
Gross Value | $ 2,288,059 | $ 2,261,768 | |
Accumulated Amortization | (404,162) | (351,490) | |
Net Carrying Value | 1,883,897 | $ 1,910,278 | |
Amortization expense for intangible assets | $ 56,600 | $ 46,600 | |
Weighted Average | |||
Intangible assets | |||
Weighted Average Remaining Useful Life | 11 years 4 months 24 days | 12 years | |
Client relationships | |||
Intangible assets | |||
Gross Value | $ 1,463,335 | $ 1,465,926 | |
Accumulated Amortization | (222,285) | (199,866) | |
Net Carrying Value | $ 1,241,050 | $ 1,266,060 | |
Client relationships | Minimum | |||
Intangible assets | |||
Useful life | 2 years | 2 years | |
Client relationships | Maximum | |||
Intangible assets | |||
Useful life | 20 years | 20 years | |
Client relationships | Weighted Average | |||
Intangible assets | |||
Weighted Average Remaining Useful Life | 14 years 3 months 18 days | 14 years 6 months | |
Trademarks | |||
Intangible assets | |||
Gross Value | $ 325,958 | $ 326,392 | |
Accumulated Amortization | (58,823) | (45,555) | |
Net Carrying Value | $ 267,135 | $ 280,837 | |
Trademarks | Minimum | |||
Intangible assets | |||
Useful life | 2 years | 3 years | |
Trademarks | Maximum | |||
Intangible assets | |||
Useful life | 15 years | 15 years | |
Trademarks | Weighted Average | |||
Intangible assets | |||
Weighted Average Remaining Useful Life | 7 years 4 months 24 days | 9 years 6 months | |
Capitalized software development costs | |||
Intangible assets | |||
Gross Value | $ 155,456 | $ 126,188 | |
Accumulated Amortization | (45,101) | (40,767) | |
Net Carrying Value | $ 110,355 | $ 85,421 | |
Capitalized software development costs | Minimum | |||
Intangible assets | |||
Useful life | 3 years | 3 years | |
Capitalized software development costs | Maximum | |||
Intangible assets | |||
Useful life | 5 years | 5 years | |
Capitalized software development costs | Weighted Average | |||
Intangible assets | |||
Weighted Average Remaining Useful Life | 2 years 9 months 18 days | 2 years 8 months 12 days | |
Technology | |||
Intangible assets | |||
Gross Value | $ 343,310 | $ 343,262 | |
Accumulated Amortization | (77,953) | (65,302) | |
Net Carrying Value | $ 265,357 | $ 277,960 | |
Technology | Minimum | |||
Intangible assets | |||
Useful life | 5 years | ||
Technology | Maximum | |||
Intangible assets | |||
Useful life | 7 years | ||
Technology | Weighted Average | |||
Intangible assets | |||
Weighted Average Remaining Useful Life | 5 years 3 months 18 days | 5 years 7 months 6 days |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible assets | ||
Additional amortization expense related to two-year migration strategy | $ 5.8 | |
Additional amortization expense related to two-year migration strategy, per share | $ 0.04 | |
Weighted Average | ||
Intangible assets | ||
Weighted average remaining useful life | 11 years 4 months 24 days | 12 years |
Trademarks | Weighted Average | ||
Intangible assets | ||
Weighted average remaining useful life | 7 years 4 months 24 days | 9 years 6 months |
Goodwill - Summary of Activity
Goodwill - Summary of Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill | |||
Beginning balance | $ 14,504,174 | $ 14,581,255 | $ 14,581,255 |
Impairment | (6,600,000) | $ 0 | 0 |
Additions associated with acquisitions | 0 | 64,269 | |
Purchase consideration adjustments | 0 | (122,306) | |
Currency translation adjustment | (4,379) | (19,044) | |
Ending balance | $ 7,899,795 | $ 14,504,174 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill | |||
Goodwill impairment | $ 6,600,000 | $ 0 | $ 0 |
Goodwill impairment loss per share | $ 41.11 |
Goodwill - Impairment Analysis
Goodwill - Impairment Analysis (Details) | Mar. 31, 2022 | Dec. 01, 2021 |
Discount Rate | ||
Goodwill Impairment Testing | ||
Goodwill Measurement Input | 0.120 | 0.105 |
Peer Group Revenue Multiples | Peer Group Revenue Multiples, Current Year | ||
Goodwill Impairment Testing | ||
Goodwill Measurement Input | 3 | 7 |
Peer Group Revenue Multiples | Peer Group Revenue Multiples, Subsequent Year | ||
Goodwill Impairment Testing | ||
Goodwill Measurement Input | 2.5 | 5.5 |
Percentage Excess of Reporting Unit Fair Value over Carrying Value | ||
Goodwill Impairment Testing | ||
Goodwill Measurement Input | 0 | 0.150 |
Market Approach | ||
Goodwill Impairment Testing | ||
Valuation approach, allocation percentage | 25.00% | |
Income Approach | ||
Goodwill Impairment Testing | ||
Valuation approach, allocation percentage | 75.00% | |
Goodwill Measurement Input | 0.75 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Professional fees | $ 5,485 | $ 5,373 |
Consulting fees/provider fees | 18,029 | 19,292 |
Client performance guarantees | 10,034 | 7,653 |
Interest payable | 5,809 | 1,480 |
Income tax payable | 5,131 | 3,098 |
Insurance | 5,779 | 3,884 |
Marketing | 6,104 | 3,471 |
Operating lease liabilities - current | 13,052 | 12,687 |
Acquisition & Integration | 11,429 | 9,965 |
Device replacement cost | 5,913 | 6,263 |
Other | 29,924 | 29,767 |
Total | $ 116,689 | $ 102,933 |
Current operating lease liabilities | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value | ||
Short-term investments | $ 2,544 | $ 2,537 |
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 assets level 3 net transfers | 0 | 0 |
Recurring | ||
Fair Value | ||
Cash and cash equivalents | 836,444 | 893,480 |
Short-term investments | 2,544 | 2,537 |
Level 1 | Recurring | ||
Fair Value | ||
Cash and cash equivalents | 836,444 | 893,480 |
Short-term investments | 0 | 0 |
Level 2 | Recurring | ||
Fair Value | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | $ 2,544 | $ 2,537 |
Leases - Other (Details)
Leases - Other (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Leases and Contractual Obligations | |
Options to extend | true |
Minimum | |
Leases and Contractual Obligations | |
Remaining lease terms | 1 year |
Options to extend lease terms | 1 year |
Lessor lease term | 2 years |
Maximum | |
Leases and Contractual Obligations | |
Remaining lease terms | 11 years |
Options to extend lease terms | 6 years |
Lessor lease term | 5 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Future minimum lease payments under non cancelable operating leases: | |
2022 | $ 15,023 |
2023 | 14,261 |
2024 | 9,634 |
2025 | 7,197 |
2026 | 5,822 |
2027 and thereafter | 12,638 |
Sub-total | $ 64,575 |
Convertible Senior Notes - Outs
Convertible Senior Notes - Outstanding Convertible Senior Notes - Issuances (Details) - USD ($) $ in Thousands | May 19, 2020 | May 08, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 04, 2020 | Jun. 27, 2017 |
2027 Notes | ||||||
Convertible Senior Notes | ||||||
Face amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||
Interest rate (as a percent) | 1.25% | |||||
Net proceeds from issuance of Notes | $ 975,900 | |||||
Offering costs | $ 24,100 | |||||
2025 Notes | ||||||
Convertible Senior Notes | ||||||
Face amount | $ 287,500 | 730 | 730 | |||
Interest rate (as a percent) | 1.375% | |||||
Net proceeds from issuance of Notes | $ 279,100 | |||||
Offering costs | $ 8,400 | |||||
Livongo Notes | ||||||
Convertible Senior Notes | ||||||
Face amount | $ 550,000 | $ 550,000 | $ 550,000 | |||
Interest rate (as a percent) | 0.875% | |||||
2022 Notes | ||||||
Convertible Senior Notes | ||||||
Face amount | $ 275,000 | |||||
Interest rate (as a percent) | 3.00% |
Convertible Senior Notes - Cert
Convertible Senior Notes - Certain terms of the Notes (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
2027 Notes | ||
Convertible Senior Notes | ||
Interest Rate Per Year | 1.25% | |
Fair value | $ 843,500,000 | $ 940,000,000 |
Share conversion rate Per $1,000 principal amount | 0.00413 | |
Remaining contractual life | 5 years 2 months 12 days | |
2025 Notes | ||
Convertible Senior Notes | ||
Interest Rate Per Year | 1.375% | |
Fair value | $ 1,000,000 | 1,300,000 |
Share conversion rate Per $1,000 principal amount | 0.01866 | |
Remaining contractual life | 3 years 1 month 6 days | |
Livongo Notes | ||
Convertible Senior Notes | ||
Interest Rate Per Year | 0.875% | |
Fair value | $ 553,300,000 | $ 605,000,000 |
Share conversion rate Per $1,000 principal amount | 0.01394 | |
Remaining contractual life | 3 years 2 months 12 days | |
Notes | ||
Convertible Senior Notes | ||
Principal multiple amount used in the conversion of the debt instrument | $ 1,000 |
Convertible Senior Notes - Term
Convertible Senior Notes - Terms (Details) $ / shares in Units, shares in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)D$ / sharesshares | |
2025 Notes | |
Convertible Senior Notes | |
Convertible debt, Reference property rate | 0.5920 |
Convertible debt, Reference property , conversion price (in dollars per share) | $ / shares | $ 4.24 |
Livongo Notes | |
Convertible Senior Notes | |
Convertible debt, number of consecutive trading days, measurement period | 5 |
Percentage of principal for repurchase price (as percent) | 100 |
Notes | |
Convertible Senior Notes | |
Principal multiple amount used in the conversion of the debt instrument | $ | $ 1,000 |
Convertible debt, threshold, trading days | 20 |
Convertible debt, threshold, consecutive trading days | 30 |
Minimum percentage of common stock price as a percentage of the conversion price | 130.00% |
Convertible debt, number of business days, measurement period | 5 |
Convertible debt, number of consecutive trading days, measurement period | 10 |
Trading price expressed as a percentage of the last reported sales price and conversion rate after the specified consecutive trading day period | 98.00% |
Shares reserved for issuance (in shares) | shares | 8.7 |
2027 Notes, 2025 Notes and the 2022 Notes | |
Convertible Senior Notes | |
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion | 25 |
2027 Notes, 2025 Notes and the 2022 Notes | 2025 Notes | |
Convertible Senior Notes | |
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion | 40 |
Convertible Senior Notes - Ou_2
Convertible Senior Notes - Outstanding Convertible Senior Notes - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 04, 2020 | May 19, 2020 | May 08, 2018 | Jun. 27, 2017 | |
2027 Notes | |||||||
Convertible Senior Notes | |||||||
Principal | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||
Less: Debt discount, net | (17,940) | (250,846) | |||||
Net carrying amount | 982,060 | 749,154 | |||||
Interest Expense | |||||||
Contractual interest expense | 3,125 | $ 3,125 | |||||
Amortization of debt discount | 831 | 9,059 | |||||
Total | $ 3,956 | $ 12,184 | |||||
Effective interest rate of the liability component (as a percent) | 0.80% | 3.40% | |||||
2025 Notes | |||||||
Convertible Senior Notes | |||||||
Principal | $ 730 | 730 | $ 287,500 | ||||
Less: Debt discount, net | (10) | (166) | |||||
Net carrying amount | 720 | 564 | |||||
Interest Expense | |||||||
Contractual interest expense | 3 | $ 814 | |||||
Amortization of debt discount | 1 | 2,719 | |||||
Total | $ 4 | $ 3,533 | |||||
Effective interest rate of the liability component (as a percent) | 0.90% | 3.90% | |||||
Livongo Notes | |||||||
Convertible Senior Notes | |||||||
Principal | $ 550,000 | 550,000 | $ 550,000 | ||||
Less: Debt discount, net | 0 | (74,047) | |||||
Net carrying amount | 550,000 | $ 475,953 | |||||
Interest Expense | |||||||
Contractual interest expense | 1,203 | $ 1,203 | |||||
Amortization of debt discount | 0 | 4,734 | |||||
Total | $ 1,203 | $ 5,937 | |||||
Effective interest rate of the liability component (as a percent) | 0.00% | 5.20% | |||||
2022 Notes | |||||||
Convertible Senior Notes | |||||||
Principal | $ 275,000 | ||||||
Interest Expense | |||||||
Contractual interest expense | $ 0 | $ 104 | |||||
Amortization of debt discount | 0 | 316 | |||||
Total | $ 0 | $ 420 | |||||
Effective interest rate of the liability component (as a percent) | 0.00% | 9.60% |
Convertible Senior Notes - Exch
Convertible Senior Notes - Exchange/Redemption of Convertible Senior Notes Due (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Convertible Senior Notes | |||
Loss on extinguishment of debt | $ 0 | $ 11,459 | |
2025 Notes | |||
Convertible Senior Notes | |||
Shares issued for conversion/exchange of debt | 1.1 | ||
Loss on extinguishment of debt | $ 8,100 | ||
2022 Notes | |||
Convertible Senior Notes | |||
Shares issued for conversion/exchange of debt | 1.1 | ||
Cash exchanged, redemption of convertible notes | $ 100 | ||
Loss on extinguishment of debt | $ 3,400 |
Advances from Financing Compa_3
Advances from Financing Companies (Details) $ in Thousands | Mar. 31, 2022USD ($) |
2022 | $ 10,105 |
2023 | 8,024 |
2024 | 2,678 |
2025 | 109 |
Total | $ 20,916 |
Minimum | |
Advances from financing companies, interest rate (as a percent) | 3.35% |
Maximum | |
Advances from financing companies, interest rate (as a percent) | 8.25% |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Capitalization (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 30, 2020 | Oct. 29, 2020 |
Common Stock and Stockholders'Equity | ||||
Number of common stock shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 150,000,000 |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Warrants (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock warrants | ||
Warrants | ||
Warrants outstanding (in shares) | 0 | 0 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Stock Plan and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Stock options | |||
Common Stock and Stockholders' Equity | |||
Vesting period | 4 years | ||
Stock options | Maximum | |||
Common Stock and Stockholders' Equity | |||
Exercisable period (in years) | 10 years | ||
Shares available for grant | 10,218,931 | ||
RSUs | |||
Common Stock and Stockholders' Equity | |||
Vesting period | 3 years | ||
RSUs | Maximum | |||
Common Stock and Stockholders' Equity | |||
Vesting period | 4 years | ||
2015 Incentive Award Plan | |||
Number of Shares Outstanding | |||
Balance, beginning of period (in shares) | 3,426,978 | ||
Stock option grants and assumed awards (in shares) | 45,434 | ||
Stock option exercised (in shares) | (267,586) | ||
Stock options forfeited (in shares) | (15,767) | ||
Balance, end of period (in shares) | 3,426,978 | 3,189,059 | |
Vested or expected to vest at end of period (in shares) | 3,189,059 | ||
Exercisable as of end of period (in shares) | 3,011,138 | ||
Weighted-Average Exercise Price | |||
Balance, beginning of period (in dollars per share) | $ 22.88 | ||
Stock option grants and assumed awards (in dollars per share) | 79.40 | ||
Stock option exercised (in dollars per share) | 13.40 | ||
Stock options forfeited (in dollars per share) | 19.63 | ||
Balance, end of period (in dollars per share) | $ 22.88 | 24.50 | |
Vested or expected to vest at end of period (in dollars per share) | 24.50 | ||
Exercisable as of end of period (in dollars per share) | $ 20.36 | ||
Weighted-average remaining contractual life in Years | |||
Weighted-average remaining contractual life (in years) | 5 years 3 months 25 days | 5 years 1 month 28 days | |
Vested or expected to vest at end of period (in years) | 8 years 4 months 6 days | ||
Exercisable as of end of period (in years) | 4 years 11 months 19 days | ||
Aggregate Intrinsic Value | |||
Balance, beginning of period | $ 242,569 | ||
Stock options exercised | (15,090) | ||
Balance, end of period | $ 242,569 | 160,501 | |
Vested or expected to vest at end of period | 2,352 | ||
Exercisable as of end of period | 158,148 | ||
Grant-date fair value of stock options granted during the period | $ 1,600 | $ 400 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Fair Value Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other disclosures | ||
Compensation expense | $ 60,436 | $ 86,300 |
Stock options | ||
Fair value assumptions | ||
Volatility, minimum (as a percent) | 56.69% | 57.02% |
Volatility, maximum (as a percent) | 57.86% | 57.49% |
Expected term (in years) | 4 years 1 month 6 days | 4 years 1 month 6 days |
Risk-free interest rate, minimum | 1.13% | 0.31% |
Risk-free interest rate, maximum | 1.52% | 0.51% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Weighted-average fair value of the underlying stock options | $ 35.94 | $ 107.06 |
Other disclosures | ||
Compensation expense | $ 10,700 | $ 28,200 |
Unrecognized compensation cost | $ 10,900 | |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other disclosures | ||
Stock-based compensation | $ 60,436 | $ 86,300 |
RSUs | ||
Common Stock and Stockholders' Equity | ||
Vesting period | 3 years | |
Shares | ||
Balance at December 31, 2020 | 2,133,501 | |
Granted | 2,433,620 | |
Vested and issued (in shares) | (499,486) | |
Forfeited (in shares) | (153,581) | |
Balance at December 31, 2021 | 3,914,054 | |
Vested and unissued (in shares) | 16,507 | |
Nonvested (in shares) | 3,897,547 | |
Weighted-Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 168.43 | |
Granted | 74.74 | |
Vested and issued (in dollars per share) | 146.13 | |
Forfeited (in dollars per share) | 153.09 | |
Outstanding at end of period (in dollars per share) | 113.99 | |
Vested and unissued (in dollars per share) | 71.96 | |
Non-vested (in dollars per share) | $ 113.99 | |
Other disclosures | ||
Grant date fair value of RSUs granted | $ 181,900 | 88,000 |
Stock-based compensation | 44,500 | $ 50,900 |
Unrecognized compensation cost related to non vested awards | $ 407,800 | |
Period over which unrecognized compensation cost is expected to be recognized | 2 years 3 months 18 days | |
Minimum | RSUs | ||
Common Stock and Stockholders' Equity | ||
Vesting period | 1 year | |
Maximum | RSUs | ||
Common Stock and Stockholders' Equity | ||
Vesting period | 4 years |
Common Stock and Stockholders_8
Common Stock and Stockholders' Equity - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other disclosures | ||
Stock-based compensation | $ 60,436 | $ 86,300 |
PSUs | ||
Shares | ||
Balance at December 31, 2020 | 356,249 | |
Granted | 420,274 | |
Vested and issued (in shares) | (197,849) | |
Balance at December 31, 2021 | 578,674 | |
Vested and unissued (in shares) | 0 | |
Nonvested (in shares) | 578,674 | |
Weighted-Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 140.01 | |
Granted (in dollars per share) | 74.21 | |
Vested and issued (in dollars per share) | 109.03 | |
Outstanding at end of period (in dollars per share) | 106.35 | |
Vested and unissued (in dollars per share) | 0 | |
Non-vested (in dollars per share) | $ 106.35 | |
Other disclosures | ||
Grant date fair value of PSUs granted | $ 30,100 | 67,900 |
Stock-based compensation | 7,300 | $ 7,200 |
Unrecognized compensation cost related to non vested awards | $ 26,900 | |
Period over which unrecognized compensation cost is expected to be recognized | 2 years 3 months 18 days | |
PSUs | Minimum | ||
Common Stock and Stockholders' Equity | ||
Vesting period | 1 year | |
Actual performance compared to performance conditions percentage | 25.00% | |
PSUs | Maximum | ||
Common Stock and Stockholders' Equity | ||
Vesting period | 3 years | |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Disclosures | ||
Stock-based compensation | $ 60,436 | $ 86,300 |
ESPP | ||
Other Disclosures | ||
Shares reserved for issuance under the plan (in shares) | 1,019,726 | |
Maximum offering period | 27 months | |
Stock purchase price as a percentage of fair value (as a percent) | 85.00% | |
Remaining shares available for issuance under the plan (in shares) | 570,661 | |
Stock-based compensation | $ 1,500 | $ 2,200 |
Unrecognized compensation cost | $ 600 | |
Period over which unrecognized compensation cost is expected to be recognized | 1 month 6 days |
Common Stock and Stockholder_10
Common Stock and Stockholders' Equity - Compensation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Compensation costs charged as an expense | ||
Stock-based compensation | $ 60,436 | $ 86,300 |
Cost of revenue (exclusive of depreciation and amortization, which is shown separately) | ||
Compensation costs charged as an expense | ||
Stock-based compensation | 2,196 | 2,362 |
Advertising and marketing | ||
Compensation costs charged as an expense | ||
Stock-based compensation | 3,711 | 5,082 |
Sales | ||
Compensation costs charged as an expense | ||
Stock-based compensation | 12,071 | 21,167 |
Technology and development | ||
Compensation costs charged as an expense | ||
Stock-based compensation | 18,087 | 26,726 |
General and administrative expenses | ||
Compensation costs charged as an expense | ||
Stock-based compensation | $ 24,371 | $ 30,963 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Income taxes | ||||
Income tax expense | $ 388 | $ 87,039 | ||
Net deferred tax liabilities | $ (57,516) | $ (75,777) | ||
ASU 2020-06 | Cumulative effect adjustment due to adoption of ASU 2020-06 | ||||
Income taxes | ||||
Net deferred tax liabilities | $ 15,300 |