FALSE000147744900014774492023-07-252023-07-25

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) February 26, 2025
___________________________________
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 shareTDOCThe 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 February 26, 2025, Teladoc Health, Inc. (the “Company”) issued a press release relating to its financial results for the fourth quarter and full year 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*
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: February 26, 2025
Teladoc Health, Inc.
By:
/s/ Adam C. Vandervoort
Name:
Adam C. Vandervoort
Title:
Chief Legal Officer and Secretary




Exhibit 99.1
image_0a.jpg                                                
Teladoc Health Reports Full Year and Fourth Quarter 2024 Results

PURCHASE, NY, February 26, 2025— Teladoc Health, Inc. (NYSE: TDOC), the global leader in whole-person virtual care, today reported financial results for the full year ended December 31, 2024 (“Full Year 2024”) and three months ended December 31, 2024 (“Fourth Quarter 2024”). Unless otherwise noted, percentage and other changes are relative to the full year ended December 31, 2023 (“Full Year 2023”) and three months ended December 31, 2023 (“Fourth Quarter 2023”).

Full Year and Fourth Quarter 2024 Highlights

•Full Year 2024 revenue of $2,569.6 million, down 1% year-over-year, and Fourth Quarter 2024 revenue of $640.5 million, down 3% year-over-year
•Full Year 2024 net loss of $1,001.2 million, or $5.87 per share, and Fourth Quarter 2024 net loss of $48.4 million, or $0.28 per share
•Full Year 2024 adjusted EBITDA of $310.7 million, down 5% year-over-year, and Fourth Quarter 2024 adjusted EBITDA of $74.8 million, down 35% year-over-year
•Full Year 2024 operating cash flow of $293.7 million, down from $350.0 million; Full Year 2024 free cash flow of $169.6 million, down from $193.7 million; cash position of $1,298.3 million at December 31, 2024
•Initiates 2025 guidance

“We had a solid finish to the year, both in terms of performance and advancing initiatives important to our future. Consistent with our guidance range, Integrated Care delivered revenue growth and strong margin expansion, and progressed well on key priorities, including the announced agreement to acquire Catapult Health. In BetterHelp, while we were pleased with the sequential improvement in key metrics in the fourth quarter, the operating environment continues to be challenging and we remain focused on actions to stabilize results consistent with our overall virtual mental health strategy,” said Chuck Divita, Chief Executive Officer of Teladoc Health.

“As we look forward in 2025, execution will continue to be a top priority as we advance efforts to unlock growth opportunities and position the company for long term success. We will also remain focused on our cost structure, building on the significant improvements achieved in 2024 over the prior year. I believe we are setting a stronger foundation to drive our business going forward and we have a committed team operating with speed and urgency,” Divita added.

Key Financial Data
($ in thousands, except per share data, unaudited)
Three Months EndedYear Ended
December 31,December 31,
20242023Change20242023Change
Revenue$640,491 $660,527 (3)%$2,569,574 $2,602,415 (1)%
Net loss$(48,409)$(28,890)(68)%$(1,001,245)$(220,368)n/m
Net loss per share, basic and diluted$(0.28)$(0.17)(65)%$(5.87)$(1.34)n/m
Adjusted EBITDA (1)$74,835 $114,443 (35)%$310,711 $328,120 (5)%
See note (1) in the Notes section that follows.
n/m – not meaningful
1


Fourth Quarter 2024

Revenue decreased 3% to $640.5 million from $660.5 million in Fourth Quarter 2023. Access fees revenue decreased 5% to $543.1 million and other revenue grew 12% to $97.4 million. U.S. revenue decreased 5% to $535.4 million and International revenue grew 10% to $105.1 million.

Teladoc Health Integrated Care (“Integrated Care”) segment revenue increased 2% to $390.7 million in Fourth Quarter 2024 and BetterHelp segment revenue decreased 10% to $249.8 million.

Net loss totaled $48.4 million, or $0.28 per share, for Fourth Quarter 2024, compared to $28.9 million, or $0.17 per share, for Fourth Quarter 2023. Results for Fourth Quarter 2024 included stock-based compensation expense of $27.5 million, or $0.16 per share pre-tax, and amortization of acquired intangibles of $51.0 million, or $0.29 per share pre-tax. Net loss for Fourth Quarter 2024 also included $5.6 million, or $0.03 per share pre-tax, of restructuring costs, related to severance costs and costs associated with office space reduction.

Results for Fourth Quarter 2023 primarily included stock-based compensation expense of $46.8 million, or $0.28 per share pre-tax, and amortization of acquired intangibles of $70.8 million, or $0.43 per share pre-tax.

Adjusted EBITDA(1) decreased 35% to $74.8 million, compared to $114.4 million for Fourth Quarter 2023. Integrated Care segment adjusted EBITDA decreased 5% to $53.2 million in Fourth Quarter 2024 and BetterHelp segment adjusted EBITDA decreased 63% to $21.7 million in Fourth Quarter 2024.

GAAP gross margin, which includes amortization of intangible assets and depreciation of property and equipment, was 65.7% for Fourth Quarter 2024, compared to 68.8% for Fourth Quarter 2023.

Adjusted gross margin(1) was 70.5% for Fourth Quarter 2024, compared to 70.7% for Fourth Quarter 2023.

Full Year Ended December 31, 2024

Revenue decreased 1% to $2,569.6 million from $2,602.4 million for the year ended December 31, 2023. Access fees revenue decreased 3% to $2,215.2 million, and other revenue grew 11% to $354.4 million. U.S. revenue decreased 3% to $2,160.0 million, and International revenue grew 12% to $409.6 million for the year ended December 31, 2024.

Revenue for the Integrated Care segment increased 4% to $1,528.9 million and for the BetterHelp segment decreased 8% to $1,040.7 million for the year ended December 31, 2024.

Non-cash goodwill impairment charge of $790.0 million was recorded for the year ended December 31, 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 $1,001.2 million, or $5.87 per share, for the year ended December 31, 2024, compared to
$220.4 million, or $1.34 per share, for the year ended December 31, 2023. Results for the year ended December 31, 2024 included a non-cash goodwill impairment charge of $790.0 million, or $4.63 per share pre-tax, stock-based compensation expense of $146.0 million, or $0.86 per share pre-tax, restructuring costs of $20.4 million, or $0.12 per share pre-tax, primarily related to severance costs, and amortization of acquired intangibles of $230.3 million, or $1.35 per share pre-tax.

Results for the year ended December 31, 2023 primarily included stock-based compensation expense of
$201.6 million, or $1.22 per share pre-tax, amortization of acquired intangibles of $243.0 million, or $1.48 per share pre-tax, as well as restructuring costs related to the abandonment of certain excess leased office space and severance of $16.9 million, or $0.10 per share pre-tax.

Adjusted EBITDA(1) decreased 5% to $310.7 million, compared to $328.1 million for the year ended December 31, 2023. Integrated Care segment adjusted EBITDA increased 21% to $232.9 million for the year ended December 31, 2024 and BetterHelp segment adjusted EBITDA decreased 43% to $77.8 million for the year ended December 31, 2024.

2

GAAP gross margin, which includes amortization of intangible assets and depreciation of property and equipment, was 66.3% for the year ended December 31, 2024, compared to 68.2% for the year ended December 31, 2023.

Adjusted gross margin(1) was 70.8% for both the year ended December 31, 2024 and 2023.

Capex and Cash Flow

Cash flow from operations was $85.9 million in Fourth Quarter 2024, compared to $130.1 million in Fourth Quarter 2023, and was $293.7 million for the year ended December 31, 2024, compared to $350.0 million for the year ended December 31, 2023. Capitalized expenditures and capitalized software development costs (together, “Capex”) were $29.6 million in Fourth Quarter 2024, compared to $36.5 million in Fourth Quarter 2023, and were $124.1 million for the year ended December 31, 2024, compared to $156.3 million for the year ended December 31, 2023. Free cash flow was $56.3 million in Fourth Quarter 2024, compared to $93.6 million in Fourth Quarter 2023, and was $169.6 million for the year ended December 31, 2024, compared to $193.7 million for the year ended December 31, 2023.

Financial Outlook

The outlook provided below is based on current market conditions and expectations and what we know today, and includes anticipated contribution from the acquisition of Catapult Health, which we expect to close at the end of February. However, it does not include the impact of any purchase accounting or any potential impairments resulting from such acquisition. Accordingly, we believe our outlook ranges provide a reasonable baseline for future financial performance.

3

For the full year of 2025, we expect:
Full Year 2025 Outlook Range
Revenue$2,468 - $2,576 million
Adjusted EBITDA$278 - $319 million
Net loss per share($1.10) - ($0.50)
Free Cash Flow$190- $220 million
U.S. Integrated Care Members (2)101 - 103 million
Integrated Care
Revenue growth percentage (year-over-year)0.00% - 3.00%
Adjusted EBITDA margin14.30% - 15.30%
BetterHelp
Revenue growth percentage (year-over-year)(9.75%) - (3.75%)
Adjusted EBITDA margin6.25% - 7.75%
For the first quarter of 2025, we expect:
1Q 2025 Outlook Range
Revenue$608 - $629 million
Adjusted EBITDA$47 - $59 million
Net loss per share($0.40) - ($0.15)
U.S. Integrated Care Members (2)101 - 102 million
Integrated Care
Revenue growth percentage (year-over-year)(0.50%) - 2.00%
Adjusted EBITDA margin11.25% - 12.75%
BetterHelp
Revenue growth percentage (year-over-year)(13.50%) - (9.00%)
Adjusted EBITDA margin2.00% - 4.25%
See note (2) in the Notes section that follows.

Earnings Conference Call

The Fourth Quarter and Full Year 2024 earnings conference call and webcast will be held Wednesday, February 26, 2025 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 #259200. 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 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.

4

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.

5

TELADOC HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data, unaudited)

Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
Revenue$640,491 $660,527 $2,569,574 $2,602,415 
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)188,928 193,424 751,270 760,031 
Advertising and marketing174,726 147,156 705,787 688,854 
Sales52,726 53,451 204,993 213,780 
Technology and development76,752 89,938 307,274 348,521 
General and administrative99,996 108,957 435,490 464,659 
Goodwill impairment— — 790,000 — 
Acquisition, integration, and transformation costs456 4,262 1,743 21,110 
Restructuring costs5,602 899 20,355 16,942 
Amortization of intangible assets86,540 94,728 363,365 325,933 
Depreciation of property and equipment2,980 2,793 10,183 11,138 
Total costs and expenses688,706 695,608 3,590,460 2,850,968 
Loss from operations(48,215)(35,081)(1,020,886)(248,553)
Interest income(14,231)(13,707)(57,071)(46,782)
Interest expense6,846 5,538 23,803 22,282 
Other expense (income), net7,341 (1,537)6,035 (4,445)
Loss before provision for income taxes(48,171)(25,375)(993,653)(219,608)
Provision for income taxes238 3,515 7,592 760 
Net loss$(48,409)$(28,890)$(1,001,245)$(220,368)
Net loss per share, basic and diluted$(0.28)$(0.17)$(5.87)$(1.34)
Weighted-average shares used to compute basic and diluted net loss per share172,765,307166,059,023170,564,088164,578,219

Stock-based Compensation Summary

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

Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)$1,000 $1,418 $4,782 $5,478 
Advertising and marketing1,552 3,773 12,575 15,300 
Sales4,683 8,393 24,807 35,448 
Technology and development7,721 15,352 34,855 58,336 
General and administrative12,516 17,906 68,932 86,988 
Total stock-based compensation expense (3)$27,472 $46,842 $145,951 $201,550 
See note (3) in the Notes section that follows.

6

Revenues

Three Months Ended
December 31,		Year Ended
December 31,
($ in thousands, unaudited)20242023Change20242023Change
Revenue by Type
Access fees$543,123 $573,920 (5)%$2,215,220 $2,282,521 (3)%
Other97,368 86,607 12 %354,354 319,894 11 %
Total Revenue$640,491 $660,527 (3)%$2,569,574 $2,602,415 (1)%
Revenue by Geography
U.S. Revenue$535,396 $564,763 (5)%$2,159,959 $2,237,533 (3)%
International Revenue105,095 95,764 10 %409,615 364,882 12 %
Total Revenue$640,491 $660,527 (3)%$2,569,574 $2,602,415 (1)%

Summary Operating Metrics

Consolidated
Three Months Ended
December 31,		Year Ended
December 31,
(In millions)20242023Change20242023Change
Total Visits4.44.4— %17.318.4(6)%

Integrated Care
As of December 31,
(In millions)20242023Change
U.S. Integrated Care Members (2)93.889.65 %
Chronic Care Program Enrollment (4)1.2031.1584 %

Three Months Ended
December 31,		Year Ended
December 31,
20242023Change20242023Change
Average Monthly Revenue
Per U.S. Integrated Care Member (5)		$1.39 $1.42 (2)%$1.37 $1.41 (3)%

BetterHelp
Average forAverage for
Three Months Ended
December 31,		Year Ended
December 31,
(In millions)20242023Change20242023Change
BetterHelp Paying Users (6)0.4000.425(6)%0.4050.457(11)%
See notes (2), (4), (5), and (6) in the Notes section that follows.

7

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

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

Three Months Ended
December 31,		Year Ended
December 31,
($ in thousands, unaudited)20242023Change20242023Change
Integrated Care
Revenue$390,672$384,3562 %$1,528,870$1,468,7944 %
Adjusted EBITDA$53,161$55,971(5)%$232,902$191,87121 %
Adjusted EBITDA Margin %13.6 %14.6 %15.2 %13.1 %
BetterHelp
Therapy Services$244,352$271,273(10)%$1,017,725$1,116,693(9)%
Other Wellness Services5,4674,89812 %22,97916,92836 %
Total Revenue$249,819$276,171(10)%$1,040,704$1,133,621(8)%
Adjusted EBITDA$21,674$58,472(63)%$77,809$136,249(43)%
Adjusted EBITDA Margin %8.7 %21.2 %7.5 %12.0 %
8

TELADOC HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

Year Ended
December 31,
20242023
Cash flows from operating activities:
Net loss$(1,001,245)$(220,368)
Adjustments to reconcile net loss to net cash flows from operating activities:
Goodwill impairment790,000 — 
Amortization of intangible assets 363,365 325,933 
Depreciation of property and equipment10,183 11,138 
Amortization of right-of-use assets9,295 11,650 
Provision for allowances for doubtful accounts3,795 4,686 
Stock-based compensation145,951 201,550 
Deferred income taxes(1,145)(1,903)
Other, net9,796 5,692 
Changes in operating assets and liabilities:
Accounts receivable(375)(10,252)
Prepaid expenses and other current assets5,188 12,461 
Inventory(9,749)24,095 
Other assets(1,257)(23,052)
Accounts payable(10,365)(4,185)
Accrued expenses and other current liabilities30,178 9,069 
Accrued compensation(20,499)19,180 
Deferred revenue(18,246)(4,900)
Operating lease liabilities(10,892)(10,224)
Other liabilities(298)(549)
Net cash provided by operating activities293,680 350,021 
Cash flows from investing activities:
Capital expenditures(10,790)(11,464)
Capitalized software development costs(113,262)(144,884)
Other, net— 1 
Net cash used in investing activities(124,052)(156,347)
Cash flows from financing activities:
Proceeds from the exercise of stock options3,566 1,481 
Proceeds from employee stock purchase plan4,748 9,651 
Other, net(2)(278)
Net cash provided by financing activities8,312 10,854 
Net increase in cash and cash equivalents177,940 204,528 
Effect of foreign currency exchange rate changes(3,288)965 
Cash and cash equivalents at beginning of the period1,123,675 918,182 
Cash and cash equivalents at end of the period$1,298,327 $1,123,675 

9

The following table presents the selected cash flow information for the following quarters (in thousands, unaudited):
Three Months Ended
December 31,
20242023
Net cash provided by operating activities$85,902 $130,082 
Net cash used in investing activities(29,644)(36,506)
Net cash provided by (used in) financing activities1,882 (1,775)
Effect of foreign currency exchange rate changes(3,855)1,347 
Net increase in cash and cash equivalents$54,285 $93,148 

10

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data, unaudited)

December 31,
2024		December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$1,298,327 $1,123,675 
Accounts receivable, net of allowance for doubtful accounts of $5,134 and $4,240 at December 31, 2024 and December 31, 2023, respectively
214,146 217,423 
Inventories38,138 29,513 
Prepaid expenses and other current assets113,296 118,437 
Total current assets1,663,907 1,489,048 
Property and equipment, net29,487 32,032 
Goodwill283,190 1,073,190 
Intangible assets, net1,431,360 1,677,781 
Operating lease—right-of-use assets27,092 40,060 
Other assets81,488 80,258 
Total assets$3,516,524 $4,392,369 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$33,130 $43,637 
Accrued expenses and other current liabilities202,157 178,634 
Accrued compensation76,229 102,686 
Deferred revenue—current79,296 95,659 
Convertible senior notes, net—current550,723 — 
Total current liabilities941,535 420,616 
Other liabilities720 1,080 
Operating lease liabilities, net of current portion32,135 42,837 
Deferred revenue, net of current portion9,786 13,623 
Deferred taxes, net49,851 49,452 
Convertible senior notes, net—non-current991,418 1,538,688 
Total liabilities 2,025,445 2,066,296 
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 173,405,016 shares and 166,658,253 shares issued and outstanding as of December 31, 2024 and December 31, 2023 respectively
173 167 
Additional paid-in capital17,759,194 17,591,551 
Accumulated deficit(16,229,900)(15,228,655)
Accumulated other comprehensive loss(38,388)(36,990)
Total stockholders’ equity1,491,079 2,326,073 
Total liabilities and stockholders’ equity$3,516,524 $4,392,369 
11

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 expense (income), 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 does not reflect other expense (income), 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 and enterprise resource planning 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 charges; and

12

•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 amortized and depreciated 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
December 31,		Year Ended
December 31,
2024202320242023
Revenue$640,491$660,527$2,569,574$2,602,415
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)(188,928)(193,424)(751,270)(760,031)
Amortization of intangible assets and depreciation of property and equipment(31,052)(12,658)(113,747)(67,751)
Gross Profit420,511454,4451,704,5571,774,633
Amortization of intangible assets and depreciation of property and equipment31,05212,658113,74767,751
Adjusted gross profit$451,563$467,103$1,818,304$1,842,384
Gross margin65.7 %68.8 %66.3 %68.2 %
Adjusted gross margin70.5 %70.7 %70.8 %70.8 %

13

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)

Outlook in millions (8)
Three Months Ended
December 31,		Year Ended
December 31,		First QuarterFull Year
202420232024202320252025
Net income (loss)$(48,409)$(28,890)$(1,001,245)$(220,368)$(70) - (26)$(196) - (89)
Add:
Provision for income taxes238 3,515 7,592 760 
Other expense (income), net7,341 (1,537)6,035 (4,445)
Interest expense6,846 5,538 23,803 22,282 
Interest income(14,231)(13,707)(57,071)(46,782)
Depreciation of property and equipment2,980 2,793 10,183 11,138 
Amortization of intangible assets86,540 94,728 363,365 325,933 
Restructuring costs5,602 899 20,355 16,942 
Acquisition, integration, and transformation costs456 4,262 1,743 21,110 
Goodwill impairment— — 790,000 — 
Stock-based compensation27,472 46,842 145,951 201,550 
Total Adjustments 123,244 143,333 1,311,956 548,488 75 - 129367 - 515
Consolidated Adjusted EBITDA$74,835 $114,443 $310,711 $328,120 $49 - 59$278 - 319
Segment Adjusted EBITDA
Integrated Care$53,161 $55,971 $232,902 $191,871 
BetterHelp21,674 58,472 77,809 136,249 
Consolidated Adjusted EBITDA$74,835 $114,443 $310,711 $328,120 
See note (8) in the Notes section that follows.

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 EndedYear EndedOutlook (9)
December 31,December 31,Full Year
20242023202420232025 (in millions)
Net cash provided by operating activities$85,902 $130,082 $293,680 $350,021  $321 - 341
Capital expenditures(6,132)(1,404)(10,790)(11,464)
Capitalized software development costs(23,512)(35,103)(113,262)(144,884)
Capex(29,644)(36,507)(124,052)(156,348) (131) - (121)
Free Cash Flow$56,258 $93,575 $169,628 $193,673  $190 - 220
See note (9) in the Notes section that follows.

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.”

14

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: 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.

8.We have not provided a full line-item reconciliation for net loss to adjusted EBITDA outlook because we do not provide outlook on the individual reconciling items between net loss and adjusted EBITDA. This is due to the uncertainty as to timing, and the potential variability, of the individual reconciling items such as impairments, stock-based compensation and the related tax impact, provision for income taxes, acquisition, integration, and transformation costs, and restructuring costs, the effect of which may be significant. Accordingly, a full line-item reconciliation of the GAAP measure to the corresponding non-GAAP financial measure outlook is not available without unreasonable effort.

9.We have not provided a line-item reconciliation for free cash flow to net cash from operating activities for this future period because we believe such a reconciliation would imply a degree of precision and certainty that could be confusing to investors and we are unable to reasonably predict certain items contained in the GAAP measure without unreasonable efforts.

Investors:
Michael Minchak
617-444-9612
ir@teladochealth.com

Media:
Chris Stenrud
860-491-8821
pr@teladochealth.com
15
v3.25.0.1
Cover
Jul. 25, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
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
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