Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) October 30, 2024

___________________________________

Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware (State or other jurisdiction of incorporation)	001-37477 (Commission File Number)	04-3705970 (I.R.S. Employer Identification No.)
2 Manhattanville Road Suite 203 Purchase, NY 10577
(Address of principal executive offices and zip code)
(203) 635-2002
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.001 per share	TDOC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2024, Teladoc Health, Inc. (the “Company”) issued a press release relating to its financial results for the third quarter of 2024. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1.

The foregoing information (including the exhibit set forth in Item 9.01 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1*						Teladoc Health, Inc. press release, dated October 3 0 , 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2024


Teladoc Health, Inc.

By:			/s/ Adam C. Vandervoort
Name:			Adam C. Vandervoort
Title:			Chief Legal Officer and Secretary

Exhibit 99.1

Teladoc Health Reports Third Quarter 2024 Results

PURCHASE, NY, October 30, 2024— Teladoc Health, Inc. (NYSE: TDOC), the global leader in whole-person virtual care, today reported financial results for the three months ended September 30, 2024 (“Third Quarter 2024”). Unless otherwise noted, percentage and other changes are relative to the three months ended September 30, 2023 (“Third Quarter 2023”).

Third Quarter 2024 Highlights

•Third Quarter 2024 revenue of $640.5 million, down 3% year-over-year

•Third Quarter 2024 net loss of $33.3 million, or $0.19 per share

•Third Quarter 2024 adjusted EBITDA of $83.3 million, down 6% year-over-year

•Integrated Care segment revenue of $383.7 million, up 2% year-over-year, and adjusted EBITDA margin improved to 17.7%

•BetterHelp segment revenue of $256.8 million, down 10% year-over-year, and adjusted EBITDA margin of 5.9%

“I am pleased with our third quarter results, which demonstrate our commitment to consistent execution, and I remain excited about our potential. I see many strengths to build upon as we advance initiatives aimed at strengthening our business and unlocking future growth opportunities,” said Chuck Divita, Chief Executive Officer of Teladoc Health.

“As we close out 2024, we are moving with urgency and making changes to more effectively leverage our leadership position in the complex and dynamic markets we serve. There is more work ahead of us, and 2025 will be an important repositioning year. Our focus remains on delivering consistent performance and driving long term shareholder value,” Divita added.


Key Financial Data
($ in thousands, except per share data, unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024		2023		Change		2024		2023		Change
Revenue	$	640,508	$	660,238	(3)	%	$	1,929,083	$	1,941,888	(1)	%

Net loss	$	(33,276)	$	(57,073)	42	%	$	(952,836)	$	(191,478)	N/M
Net loss per share, basic and diluted	$	(0.19)	$	(0.35)	46	%	$	(5.61)	$	(1.17)	N/M

Adjusted EBITDA (1)	$	83,255	$	88,757	(6)	%	$	235,876	$	213,677	10	%

See note (1) in the Notes section that follows.

N/M – not meaningful

Third Quarter 2024

Revenue decreased 3% to $640.5 million from $660.2 million in Third Quarter 2023. Access fees revenue decreased 5% to $555.3 million and other revenue grew 9% to $85.2 million. U.S. revenue decreased 6% to $536.2 million and International revenue grew 15% to $104.3 million.

Teladoc Health Integrated Care ("Integrated Care") segment revenue increased 2% to $383.7 million in Third Quarter 2024 and BetterHelp segment revenue decreased 10% to $256.8 million.

Net loss totaled $33.3 million, or $0.19 per share, for Third Quarter 2024, compared to $57.1 million, or $0.35 per share, for Third Quarter 2023. Results for Third Quarter 2024 included stock-based compensation expense of $34.0 million, or $0.20 per share pre-tax, and amortization of acquired intangibles of $51.1 million, or $0.30 per share pre-tax. Net loss for Third Quarter 2024 also included $3.6 million, or $0.02 per share pre-tax, of restructuring costs, related to severance costs and costs associated with office space reduction.

Results for Third Quarter 2023 primarily included stock-based compensation expense of $52.9 million, or $0.32 per share pre-tax, and amortization of acquired intangibles of $69.2 million, or $0.42 per share pre-tax.

Adjusted EBITDA(1) decreased 6% to $83.3 million, compared to $88.8 million for Third Quarter 2023. Integrated Care segment adjusted EBITDA increased 8% to $68.0 million in Third Quarter 2024 and BetterHelp segment adjusted EBITDA decreased 41% to $15.2 million in Third Quarter 2024.

GAAP gross margin, which includes amortization of intangible assets and depreciation of property and equipment, was 67.2% for Third Quarter 2024, compared to 68.6% for Third Quarter 2023.

Adjusted gross margin(1) was 71.9% for Third Quarter 2024, compared to 71.8% for Third Quarter 2023.

Nine Months Ended September 30, 2024

Revenue decreased 1% to $1,929.1 million from $1,941.9 million in the first nine months of 2023. Access fees revenue decreased 2% to $1,672.1 million, and other revenue grew 10% to $257.0 million. U.S. revenue decreased 3% to $1,624.6 million, and International revenue grew 13% to $304.5 million for the first nine months of 2024.

Revenue for the Integrated Care segment increased 5% to $1,138.2 million and for the BetterHelp segment decreased 8% to $790.9 million in the first nine months of 2024.

Non-cash goodwill impairment charge of $790.0 million was recorded in the first nine months of 2024 and was attributable to changes in estimates of future cash flows related to the company’s BetterHelp segment. The non-cash charge had no impact on the provision for income taxes.

Net loss totaled $952.8 million, or $5.61 per share, for the first nine months of 2024, compared to

$191.5 million, or $1.17 per share, for the first nine months of 2023. Results for the first nine months of 2024 included a non-cash goodwill impairment charge of $790.0 million, or $4.65 per share pre-tax, stock-based compensation expense of $118.5 million, or $0.70 per share pre-tax, restructuring costs of $14.8 million, or $0.09 per share pre-tax, primarily related to severance costs, and amortization of acquired intangibles of $179.4 million, or $1.06 per share pre-tax.

Results for the first nine months of 2023 primarily included stock-based compensation expense of

$154.7 million, or $0.94 per share pre-tax, and amortization of acquired intangibles of $172.2 million, or $1.05 per share pre-tax. Net loss for the first nine months of 2023 also included $16.0 million, or $0.10 per share pre-tax, of restructuring costs related to the abandonment of certain excess leased office space.

Adjusted EBITDA(1) increased 10% to $235.9 million, compared to $213.7 million for the first nine months of 2023. Integrated Care segment adjusted EBITDA increased 32% to $179.7 million in the first nine months of 2024 and BetterHelp segment adjusted EBITDA decreased 28% to $56.1 million in the first nine months of 2024.

GAAP gross margin, which includes depreciation and amortization, was 66.6% for the first nine months of 2024, compared to 68.0% for the first nine months of 2023.

Adjusted gross margin(1) was 70.8% for the first nine months of 2024 and 2023.

Capex and Cash Flow

Cash flow from operations was $110.2 million in Third Quarter 2024, compared to $105.6 million in Third Quarter 2023, and was $207.8 million in the first nine months of 2024, compared to $219.9 million in the first

nine months of 2023. Capitalized expenditures and capitalized software development costs (together, “Capex”) were $31.1 million in Third Quarter 2024, compared to $37.6 million in Third Quarter 2023, and were $94.4 million for the first nine months of 2024, compared to $119.8 million for the first nine months of 2023. Free cash flow was $79.0 million in Third Quarter 2024, compared to $68.0 million in Third Quarter 2023, and was $113.4 million for the first nine months of 2024, compared to $100.1 million for the first nine months of 2023.

Financial Outlook

The outlook provided for the Integrated Care segment is based on current market conditions and expectations and what we know today. Accordingly, we believe our outlook ranges provide a reasonable baseline for future financial performance.

Integrated Care


For the fourth quarter of 2024, we expect
Revenue growth percentage (year-over-year)			0% - 2.5%
Adjusted EBITDA margin			12.25% - 13.75%
U.S. Integrated Care Members (2)			93.5 - 94.5 million

For the full year of 2024, we expect
Revenue growth percentage (year-over-year)			Low single digits to mid-single digits
Adjusted EBITDA margin			14.9% - 15.3%
U.S. Integrated Care Members (2)			93.5 - 94.5 million

Earnings Conference Call

The Third Quarter 2024 earnings conference call and webcast will be held Wednesday, October 30, 2024 at 4:30 p.m. E.T. The conference call can be accessed by dialing 1-833-470-1428 for U.S. participants and using the access code #781291. For international participants, please visit the following link for global dial-in numbers: https://www.netroadshow.com/events/global-numbers?confId=72270. A live audio webcast will also be available online at http://ir.teladoc.com/news-and-events/events-and-presentations/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

About Teladoc Health

Teladoc Health empowers all people everywhere to live their healthiest lives by transforming the healthcare experience. As the world leader in whole-person virtual care, Teladoc Health uses proprietary health signals and personalized interactions to drive better health outcomes across the full continuum of care, at every stage in a person’s health journey. Teladoc Health leverages more than two decades of expertise and data-driven insights to meet the growing virtual care needs of consumers and healthcare professionals. For more information, please visit www.teladochealth.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future financial or operating results, future numbers of members, BetterHelp paying users or clients, litigation outcomes, regulatory developments, market developments, new products and growth strategies, and the effects of any of the foregoing on our future results of operations or financial condition.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) changes in laws and regulations applicable to our business model; (ii) changes in market conditions and receptivity to our services and offerings, including our ability to effectively compete; (iii) results of litigation or regulatory actions; (iv) the loss of one or more key clients or the loss of a significant number of members or BetterHelp paying users; (v) changes in valuations or useful lives of our assets; (vi) changes to our abilities to recruit and retain qualified providers into our network; (vii) the impact of and risk related to impairment losses with respect to goodwill or other assets; and (viii) the success of our operational review of the company to achieve a more balanced approach to growth and margin. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to, our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data, unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)	179,745		185,960		562,342		566,607
Advertising and marketing	177,462		186,152		531,061		541,698
Sales	47,465		52,309		152,267		160,329
Technology and development	72,383		84,289		230,522		258,583
General and administrative	114,245		115,716		335,494		355,702
Goodwill impairment	—		—		790,000		—
Acquisition, integration, and transformation costs	457		5,824		1,287		16,848
Restructuring costs	3,580		411		14,753		16,043
Amortization of intangible assets	86,906		91,834		276,825		231,205
Depreciation of property and equipment	2,666		2,468		7,203		8,345
Total costs and expenses	684,909		724,963		2,901,754		2,155,360
Loss from operations	(44,401)		(64,725)		(972,671)		(213,472)
Interest income	(15,326)		(12,606)		(42,840)		(33,075)
Interest expense	5,660		5,646		16,957		16,744
Other (income) expense, net	(2,239)		1,792		(1,306)		(2,908)
Loss before provision for income taxes	(32,496)		(59,557)		(945,482)		(194,233)
Provision for income taxes	780		(2,484)		7,354		(2,755)
Net loss	$	(33,276)	$	(57,073)	$	(952,836)	$	(191,478)

Net loss per share, basic and diluted	$	(0.19)	$	(0.35)	$	(5.61)	$	(1.17)

Weighted-average shares used to compute basic and diluted net loss per share	171,496,282		165,119,379		169,824,993		164,079,194

Stock-based Compensation Summary

Compensation expense for stock-based awards were classified as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)	$	1,075	$	1,464	$	3,782	$	4,060
Advertising and marketing	3,856		4,399		11,023		11,527
Sales	5,204		9,110		20,124		27,055
Technology and development	8,152		14,566		27,134		42,984
General and administrative	15,760		23,406		56,416		69,082
Total stock-based compensation expense (3)	$	34,047	$	52,945	$	118,479	$	154,708

See note (3) in the Notes section that follows.

Revenues


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
($ in thousands, unaudited)	2024		2023		Change		2024		2023		Change
Revenue by Type
Access fees	$	555,275	$	582,070	(5)	%	$	1,672,097	$	1,708,601	(2)	%
Other	85,233		78,168		9	%	256,986		233,287		10	%
Total Revenue	$	640,508	$	660,238	(3)	%	$	1,929,083	$	1,941,888	(1)	%

Revenue by Geography
U.S. Revenue	$	536,161	$	569,322	(6)	%	$	1,624,563	$	1,672,770	(3)	%
International Revenue	104,347		90,916		15	%	304,520		269,118		13	%
Total Revenue	$	640,508	$	660,238	(3)	%	$	1,929,083	$	1,941,888	(1)	%

Summary Operating Metrics

Consolidated


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2024	2023	Change		2024	2023	Change
Total Visits	4.1	4.4	(7)	%	12.9	14.0	(8)	%

Integrated Care


	As of September 30,
(In millions)	2024	2023	Change
U.S. Integrated Care Members (2)	93.9	90.2	4	%
Chronic Care Program Enrollment (4)	1.179	1.122	5	%


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024		2023		Change		2024		2023		Change
Average Monthly Revenue Per U.S. Integrated Care Member (5)	$	1.36	$	1.41	(4)	%	$	1.37	$	1.40	(2)	%

BetterHelp


	Average for				Average for
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2024	2023	Change		2024	2023	Change
BetterHelp Paying Users (6)	0.398	0.459	(13)	%	0.407	0.467	(13)	%

See notes (2), (4), (5), and (6) in the Notes section that follows.

Operating Results by Segment (see note (7) in the Notes section that follows)

The following table presents operating results by reportable segment for the periods indicated:


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
($ in thousands, unaudited)	2024			2023			Change		2024			2023			Change
Teladoc Health Integrated Care
Revenue	$	383,666		$	374,416		2	%	$	1,138,198		$	1,084,438		5	%
Adjusted EBITDA	$	68,039		$	62,805		8	%	$	179,741		$	135,900		32	%
Adjusted EBITDA Margin %	17.7		%	16.8		%			15.8		%	12.5		%

BetterHelp
Therapy Services	$	250,588		$	281,204		(11)	%	$	773,373		$	845,420		(9)	%
Other Wellness Services	6,254			4,618			35	%	17,512			12,030			46	%
Total Revenue	$	256,842		$	285,822		(10)	%	$	790,885		$	857,450		(8)	%
Adjusted EBITDA	$	15,216		$	25,952		(41)	%	$	56,135		$	77,777		(28)	%
Adjusted EBITDA Margin %	5.9		%	9.1		%			7.1		%	9.1		%

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(952,836)	$	(191,478)
Adjustments to reconcile net loss to net cash flows from operating activities:
Goodwill impairment	790,000		—
Amortization of intangible assets	276,825		231,205
Depreciation of property and equipment	7,203		8,345
Amortization of right-of-use assets	7,144		8,325
Provision for allowances for doubtful accounts	2,199		4,935
Stock-based compensation	118,479		154,727
Deferred income taxes	611		(6,658)
Other, net	5,212		9,761
Changes in operating assets and liabilities:
Accounts receivable	3,675		(696)
Prepaid expenses and other current assets	2,849		14,070
Inventory	(8,328)		18,246
Other assets	1,439		(18,362)
Accounts payable	(5,851)		(21,670)
Accrued expenses and other current liabilities	13,980		17,075
Accrued compensation	(35,943)		433
Deferred revenue	(10,456)		(1,261)
Operating lease liabilities	(8,088)		(7,133)
Other liabilities	(336)		75
Net cash provided by operating activities	207,778		219,939
Cash flows from investing activities:
Capital expenditures	(4,658)		(10,060)
Capitalized software development costs	(89,750)		(109,781)
Net cash used in investing activities	(94,408)		(119,841)
Cash flows from financing activities:
Net proceeds from the exercise of stock options	2,711		1,423
Proceeds from employee stock purchase plan	3,721		8,597
Cash received for withholding taxes on stock-based compensation, net	(176)		2,609
Other, net	(2)		—
Net cash provided by financing activities	6,254		12,629
Net increase in cash and cash equivalents	119,624		112,727
Effect of foreign currency exchange rate changes	567		(382)
Cash and cash equivalents at beginning of the period	1,123,675		918,182
Cash and cash equivalents at end of the period	$	1,243,866	$	1,030,527

The following table presents the selected cash flow information for the following quarters (in thousands, unaudited):


	Three Months Ended September 30,
	2024		2023
Net cash provided by operating activities	$	110,175	$	105,601
Net cash used in investing activities	(31,148)		(37,647)
Net cash provided by financing activities	698		5,068
Effect of foreign currency exchange rate changes	1,758		(1,190)
Net increase in cash and cash equivalents	$	81,483	$	71,832

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, unaudited)


	September 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,243,866	$	1,123,675
Accounts receivable, net of allowance for doubtful accounts of $4,318 and $4,240 at September 30, 2024 and December 31, 2023, respectively	212,039		217,423
Inventories	36,993		29,513
Prepaid expenses and other current assets	115,738		118,437
Total current assets	1,608,636		1,489,048
Property and equipment, net	28,030		32,032
Goodwill	283,190		1,073,190
Intangible assets, net	1,496,698		1,677,781
Operating lease—right-of-use assets	34,115		40,060
Other assets	77,912		80,258
Total assets	$	3,528,581	$	4,392,369
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,801	$	43,637
Accrued expenses and other current liabilities	188,095		178,634
Accrued compensation	66,437		102,686
Deferred revenue—current	88,325		95,659
Convertible senior notes, net—current	550,723		—
Total current liabilities	931,381		420,616
Other liabilities	736		1,080
Operating lease liabilities, net of current portion	36,896		42,837
Deferred revenue, net of current portion	10,469		13,623
Deferred taxes, net	50,846		49,452
Convertible senior notes, net—non-current	990,551		1,538,688
Total liabilities	2,020,879		2,066,296
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 171,944,014 shares and 166,658,253 shares issued and outstanding as of September 30, 2024 and December 31, 2023 respectively	172		167
Additional paid-in capital	17,726,127		17,591,551
Accumulated deficit	(16,181,491)		(15,228,655)
Accumulated other comprehensive loss	(37,106)		(36,990)
Total stockholders’ equity	1,507,702		2,326,073
Total liabilities and stockholders’ equity	$	3,528,581	$	4,392,369

Non-GAAP Financial Measures:

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures to clarify and enhance an understanding of past performance, which include adjusted gross profit, adjusted gross margin, adjusted EBITDA, and free cash flow. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance, and are commonly used by investors to evaluate our performance and that of our competitors. We further believe that these financial measures are useful to assess our operating performance and financial and business trends from period-to-period by excluding certain items that we believe are not representative of our core business, and that free cash flow reflects an additional way of viewing our liquidity that, when viewed together with GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. We use these non-GAAP financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize adjusted EBITDA as a key measure of our performance.

Adjusted gross profit is our total revenue minus our total cost of revenue (exclusive of depreciation and amortization, which are shown separately) and adjusted gross margin is adjusted gross profit as a percentage of our total revenue.

Adjusted EBITDA consists of net loss before provision for income taxes; other (income) expense, net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairment; and stock-based compensation.

Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.

Our use of these non-GAAP terms may vary from that of others in our industry, and other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Non-GAAP measures have important limitations as analytical tools and you should not consider them in isolation, and they should not be considered as an alternative to net loss before provision for income taxes, net loss, net loss per share, net cash from operating activities or any other measures derived in accordance with GAAP. Some of these limitations are:

•adjusted gross margin has been and will continue to be affected by a number of factors, including the fees we charge our clients, the number of visits and cases we complete, the costs paid to providers and medical experts, as well as the costs of our provider network operations center;

•adjusted gross margin does not reflect the significant depreciation and amortization to cost of revenue;

•adjusted EBITDA eliminates the impact of the provision for income taxes on our results of operations, and it does not reflect other (income) expense, net, interest income, or interest expense;

•adjusted EBITDA does not reflect restructuring costs. Restructuring costs may include certain lease impairment costs, certain losses related to early lease terminations, and severance;

•adjusted EBITDA does not reflect significant acquisition, integration, and transformation costs. Acquisition, integration and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration, and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our customer relationship management (CRM) and enterprise resource planning (ERP) systems. These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but, rather, incremental costs incurred in connection with our acquisition and integration activities;

•adjusted EBITDA does not reflect goodwill impairment; and

•adjusted EBITDA does not reflect the significant non-cash stock-based compensation expense which should be viewed as a component of recurring operating costs.

In addition, although amortization of intangible assets and depreciation of property and equipment are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted gross profit, adjusted gross margin, and adjusted EBITDA do not reflect any expenditures for such replacements.

We compensate for these limitations by using these non-GAAP measures along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include net loss, net loss per share, net cash provided by operating activities, and other performance measures.

In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

The following is a reconciliation of gross profit, the most directly comparable GAAP financial measure, to adjusted gross profit:

Reconciliation of GAAP Gross Profit to Adjusted Gross Profit

(In thousands, unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	640,508		$	660,238		$	1,929,083		$	1,941,888
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)	(179,745)			(185,960)			(562,342)			(566,607)
Amortization of intangible assets and depreciation of property and equipment	(30,237)			(21,088)			(82,695)			(55,094)
Gross Profit	430,526			453,190			1,284,046			1,320,187
Amortization of intangible assets and depreciation of property and equipment	30,237			21,088			82,695			55,094
Adjusted gross profit	$	460,763		$	474,278		$	1,366,741		$	1,375,281

Gross margin	67.2		%	68.6		%	66.6		%	68.0		%
Adjusted gross margin	71.9		%	71.8		%	70.8		%	70.8		%

The following is a reconciliation of net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA:

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(In thousands, unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss	$	(33,276)	$	(57,073)	$	(952,836)	$	(191,478)
Add:
Provision for income taxes	780		(2,484)		7,354		(2,755)
Other (income) expense, net	(2,239)		1,792		(1,306)		(2,908)
Interest expense	5,660		5,646		16,957		16,744
Interest income	(15,326)		(12,606)		(42,840)		(33,075)
Depreciation of property and equipment	2,666		2,468		7,203		8,345
Amortization of intangible assets	86,906		91,834		276,825		231,205



Restructuring costs	3,580		411		14,753		16,043
Acquisition, integration, and transformation costs	457		5,824		1,287		16,848
Goodwill impairment	—		—		790,000		—
Stock-based compensation	34,047		52,945		118,479		154,708
Total Adjustments	38,084		59,180		924,519		187,599
Consolidated Adjusted EBITDA	$	83,255	$	88,757	$	235,876	$	213,677

Segment Adjusted EBITDA
Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Consolidated Adjusted EBITDA	$	83,255	$	88,757	$	235,876	$	213,677

The following is a reconciliation of net cash provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow:

Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow

(In thousands, unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net cash provided by operating activities	$	110,175	$	105,601	$	207,778	$	219,939
Capital expenditures	(1,597)		(5,793)		(4,658)		(10,060)
Capitalized software development costs	(29,551)		(31,854)		(89,750)		(109,781)
Capex	(31,148)		(37,647)		(94,408)		(119,841)
Free Cash Flow	$	79,027	$	67,954	$	113,370	$	100,098

Notes:

1.A reconciliation of each non-GAAP measure to the most comparable measure under GAAP has been provided in this press release in the accompanying tables. An explanation of these non-GAAP measures is also included under the heading “Non-GAAP Financial Measures.”

2.U.S. Integrated Care Members represent the number of unique individuals who have paid access and visit fee only access to our suite of integrated care services in the U.S. at the end of the applicable period.

3.Excluding the amount capitalized related to software development projects.

4.Chronic Care Program Enrollment represents the total number of enrollees across our suite of chronic care programs at the end of the applicable period.

5.Average monthly revenue per U.S. Integrated Care member is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care Members (see note 2) during the applicable period.

6.BetterHelp Paying Users represent the average number of global monthly paying users of our BetterHelp therapy services during the applicable period.

7.We have two segments: Teladoc Health Integrated Care (“Integrated Care”) and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual therapy and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis.

Investors:

Michael Minchak

617-444-9612

ir@teladochealth.com

Media:

Chris Stenrud

860-491-8821

pr@teladochealth.com

Cover	Jul. 25, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 30, 2024
Entity Registrant Name	Teladoc Health, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37477
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	TDOC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001477449