Teladoc Health Inc.
02/26/2026 | Press release | Distributed by Public on 02/26/2026 10:08
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Discussion and analysis of our fiscal year 2023, as well as the year-over-year comparison of our 2024 financial performance to 2023, have been omitted from this section and may be found under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on February 27, 2025.
Overview
Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as "Teladoc Health," the "Company," or "we." In June 2025, the Company relocated its principal executive office from Purchase, New York to New York, New York. Teladoc Health is the global leader in virtual care.
More than 20 years ago, we were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms.
Our mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience. Today, we are transforming virtual care into a catalyst for how better health happens around the world. We connect patients, care providers, healthcare platforms and partners to provide more complete and personalized care. Through our unique technology, breadth of services and depth of clinical expertise, we are delivering and orchestrating care in order to improve health outcomes and reduce healthcare costs around the world.
The impact that the imposition of tariffs and changes to global trade policies will have on our consolidated results of operations is uncertain. We expect tariffs on goods imported into the U.S. from Canada, Mexico, and China, and other countries upon which tariffs may be imposed, to continue to be met with retaliatory tariffs from those countries which would impact our consolidated results of operations as we import components for assembling welcome kits, refill kits, and replacement components for our chronic care management solutions and virtual care devices manufactured for sale or lease as part of our hosted virtual care platform solution. The extent and duration of tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors, including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative sentiment toward U.S. companies and products, and availability of lower cost inputs that may be sourced domestically or in other countries with no or lower tariffs. We will continue to evaluate the nature and extent of the impact to our business and consolidated results of operations. For further information, see "Risk Factors-We depend on a limited number of third-party suppliers for certain components of our medical devices, and the loss of any of these suppliers, or their inability to provide us with an adequate supply of materials, could harm our business," and "-Our international operations pose certain political, legal and compliance, operational, regulatory, economic, and other risks to our business that may be different from or more significant than risks associated with our domestic operations, and our exposure to these risks is expected to increase" included elsewhere in this Annual Report on Form 10-K.
Key Factors Affecting Our Performance
We believe that our future performance will depend on many factors, including the following:
As it relates to the Integrated Care segment:
Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals who have paid access and visit fee only access to our suite of integrated care services in the U.S. at the end of the applicable period. Individuals who have paid access fees offer a greater margin than those who have visit fee only access and, over time, the mix of those who have paid access fees as compared to those who have visit fee only access has declined. Our revenue growth rate and long-term profitability are affected by our ability to increase cross selling capability among our existing members over time because we derive a substantial portion of our revenue from access and other fees via Client contracts that provide members access to the THMG Association professional provider network in exchange for a contractual based periodic fee. Therefore, we believe that our ability to add new members and retain existing members and to increase utilization and penetration further into existing and new health plan and employer Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential. We further believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate our services
and support initiatives that will enhance members' experiences. However, certain health plans that have historically promoted our services to our employer Clients have developed, and may in the future continue to develop, solutions that replicate our services or offer competitive services at discounted prices to our current or prospective Clients, which could result in a loss of members. For further information, see "Risk Factors-Risks Related to Our Business and Industry-We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed," and "-A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations" included elsewhere in this Annual Report on Form 10-K. U.S. Integrated Care members increased by 8.0 million, or 9%, to 101.8 million at December 31, 2025, compared to the same period in 2024.
Chronic Care Program Enrollment. Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period. Our chronic care program enrollments are one of the key components of our virtual care platform that we believe positions us to drive greater engagement with our platforms and increase revenue. Chronic care program enrollment decreased by 1% to 1.19 million at December 31, 2025, compared to 1.20 million at December 31, 2024.
Average Monthly Revenue Per U.S. Integrated Care Member. Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care members during the applicable period. Approximately 20% of total Integrated Care revenues relates to international and hospital and health systems for which membership is not considered as a management metric. We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption and future revenue growth potential. Average monthly revenue per U.S. Integrated Care member decreased to $1.29 in the year ended December 31, 2025, from $1.37 in the same period in 2024, primarily due to the impact of new members onboarded over the course of the year. The change in average monthly revenue versus the indicated prior period is reflective of the growth and timing of onboarding new members and the mix of their fees.
As it relates to the BetterHelp segment:
BetterHelp Paying Users. BetterHelp paying users represent the average number of global monthly paying users of our BetterHelp therapy services during the applicable period, including both those who pay directly out-of-pocket and those who utilize their insurance coverage. We believe that our ability to add new paying users and retain existing users is a key indicator of the market adoption of BetterHelp, the growth of this segment, and future revenue potential. Effectively reaching potential paying users through various advertising channels remains critical to our success. BetterHelp paying users decreased by 5% to 0.39 million for the year ended December 31, 2025, compared to 0.41 million for the year ended December 31, 2024.
As it relates to the Company:
Seasonality.Our business has historically been subject to seasonality. In our Integrated Care segment, a concentration of our new Client contracts have an effective date of January 1 as a result of many Clients' introduction of new services at the start of each calendar year. Therefore, while membership increases, utilization and enrollment rates are dampened until service delivery ramps up over the course of the year. In addition, as a result of seasonal cold and flu trends, we historically have experienced our highest level of visit and other fee revenue during the first and fourth quarters of each year.
Due to the higher cost of customer acquisition during the end-of-year holiday season, our BetterHelp segment has historically reduced marketing activity during the fourth quarter. As a result of this dynamic, we have typically experienced fewer new member additions and strong operating income performance in the fourth quarter. Conversely, as marketing activity typically resumes at the start of the year, we typically experience weak operating income performance during the first quarter as new customer acquisition and revenue growth lags marketing spend.
See "Risk Factors-Risks Related to Our Business and Industry-Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock." included elsewhere in this Annual Report on Form 10-K.
Critical Accounting Estimates and Policies
Revenue
We follow the revenue accounting requirements of Accounting Standards Codification ("ASC") Topic 606, "Revenues from Contracts with Customers," which establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The core principle of ASC Topic 606 is to recognize revenue to depict the transfer of promised goods or services to Clients as well as individual members, in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach:
•Identification of the contract, or contracts, with a Client.
•Identification of the performance obligations in the contract.
•Determination of the transaction price.
•Allocation of the transaction price to the performance obligations in the contract.
•Recognition of revenue when, or as, we satisfy a performance obligation.
Integrated Care Segment
As it relates to the Integrated Care segment, we primarily generate virtual care service revenue from contracts with Clients who purchase access to the THMG Association's professional provider network or medical experts for their employees, dependents and other beneficiaries. Our Client contracts include a PMPM, PEPM, or PPPM access fee as well as certain contracts that generate revenue based solely on a per-telehealth visit basis for general medical and other specialty visits. Depending on the product, we may generate revenue from Clients through a combination of access fees and visit fees, while certain Clients may have access-fee only or visit fee only arrangements.
We generate access fees from Clients accessing the THMG Association professional provider network, hosted virtual care platform, and chronic care management platforms. We also generate visit fee revenue for general medical, expert second opinions, virtual therapy, and other specialty visits. Additionally, we generate other revenue associated with virtual care device equipment sales included with our hosted virtual care platform. Visit and other revenues are reported as "Other" revenue in our consolidated financial statements.
Revenue is also generated from contracts with Clients in hospital and health systems for the sale and rental of equipment consisting of virtual care devices which allow physicians to access our hosted virtual care platform. These contracts also include multiple performance obligations, and we determine the standalone selling prices based on historical selling price of these performance obligations in similar transactions as well as current pricing practices. In some arrangements, devices are rented to certain Clients that qualify as either sales-type lease or operating lease arrangements and are subject to lease accounting guidance.
Revenue is also generated from contracts with Clients for our chronic care management solutions. Substantially all of this revenue is derived from monthly access fees that are recognized as services are rendered and earned under subscription agreements with Clients that are based on a PPPM model, using the number of active enrolled members each month for the minimum enrollment period. These solutions integrate devices, supplies, access to our web-based platform, mobile application, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and are considered a single continuous service comprised of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). These services are consumed as they are received, and we recognize revenue each month using the variable consideration allocation exception because the nature of the obligations and the variability of the payment being based on the number of active members are aligned.
Our Client agreements generally have a term of one to three years for the Integrated Care segment, the majority of which have a term of one year. Revenues are recognized when we satisfy our performance obligation to stand ready to
provide virtual care services which occurs when our Clients and members have access to and obtain control of the virtual care service or platform.
For contracts where revenue is generated on a per-telehealth visit basis, revenues are recognized when the visits are completed as we have delivered on our stand ready obligation to provide access. For other revenue, which primarily includes virtual care devices, our performance obligation is satisfied when the equipment is provided to the Client and revenue is recognized at a point in time upon shipment.
We generally bill for virtual care services on a monthly basis, in advance or in arrears depending on the service, with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, we have determined that Client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and for certain contracts include a variable transaction price as the number of members may vary from period to period. We estimate this amount based on historical experience.
Our contracts do not generally contain refund provisions for fees earned related to services performed.
Additionally, certain of our contracts include Client performance guarantees and pricing adjustments that are based upon minimum member utilization and guarantees by us for specific service level performance, member satisfaction scores, cost savings or other value achievements or guarantees, and health outcome guarantees. Performance guarantees are estimated at each reporting period based on our historical performance or other available information of the underlying criteria or the customer's specific performance as of that reporting date. Any estimated adjustments to the contract price for achieving or not achieving the performance guarantee are recognized as an adjustment to revenue in the period. Performance obligations related to prior periods for changes in estimated transaction price or Client performance guarantees resulted in an increase of $8.3 million in revenue for the year ended December 31, 2025 and a decrease of $5.9 million of revenue for the year ended December 31, 2024.
We have elected the practical expedient to not disclose the remaining performance obligations of our contracts since the majority of our contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations.
For additional revenue, deferred revenue, deferred costs, and disclosures, refer to Note 3. "Revenue, Deferred Revenue, and Deferred Device and Contract Costs."
BetterHelp Segment
As it relates to the BetterHelp segment, users can purchase virtual therapy services for an access fee, generally on a monthly or weekly basis. In certain states, users can utilize their insurance coverage to pay for virtual therapy services on a per visit basis. For other wellness services, users can purchase access to their consumer application for a subscription fee, generally for a period of one year. BetterHelp also provides virtual therapy services to employers as part of employee assistance programs, with revenues recorded based on completion of visit.
The BetterHelp service provides for member refunds. We estimate the expected amount of refunds to be issued based on historical experience, which are recorded as a reduction of revenue. We issued refunds of approximately $49.9 million and $84.0 million for the years ended December 31, 2025 and 2024, respectively.
Goodwill
Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on October 1 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by our publicly quoted share price. The Company has tworeporting units, which are the same as its reportable segments: Teladoc Health Integrated Care and BetterHelp.
As of December 31, 2025, our balance of goodwill was $283.2 million, which all related to the BetterHelp segment.
Concurrent with the closing of our acquisitions of Telecare and Catapult Health, we performed goodwill impairment tests on our Integrated Care reporting unit and determined that the carrying value of the reporting unit continued to exceed its fair value. As a result, we recognized immediate impairments of $12.6 million and $59.1 million of goodwill associated with the Telecare and Catapult Health acquisitions in the three months ended September 30, 2025 and March 31, 2025, respectively, reflecting a total of $71.8 million in 2025.
At October 1, 2025, we performed our annual test of goodwill impairment using a discounted cash flow method under the income approach. We determined that the BetterHelp reporting unit's fair value exceeded its carrying value, while the Integrated Care reporting unit's fair value approximated its carrying value. Since the BetterHelp reporting unit's fair value exceeded its carrying value and the Integrated Care reporting unit carried no goodwill at October 1, 2025, no impairment was recorded. If the carrying value of the Integrated Care reporting unit exceeds its fair value as of the date of any future business combinations, the future business combinations that would be part of the Integrated Care reporting unit could result in further goodwill impairment charges.
In the period following December 31, 2025, there has been a decline in the Company's market capitalization, based upon the Company's publicly quoted share price, below the Company's carrying or book value. If this decline in the share price is sustained, it could require further testing of our goodwill in our next reporting period, which may result in an impairment. Absent changes to our projected cash flows, we would reassess the discount rate to reflect the market's perception of risks to achieving our projected cash flows and other economic factors. Those factors alone, or in combination with other factors, could cause our carrying value to exceed the fair value, resulting in impairment.
Refer to Note 7. "Goodwill" to our consolidated financial statements for further information.
Other Intangible Assets
Other intangible assets include client and other relationships, acquired technology, and trademarks resulting from business acquisitions, as well as capitalized software development costs. As of December 31, 2025, the aggregate balance of these assets was $1,297.1 million. We amortize these definite-lived intangible assets over their estimated useful lives as disclosed in Note 9. "Intangible Assets, Net and Certain Cloud Computing Costs" to the consolidated financial statements. We also review the estimated useful lives on a quarterly basis to determine if the period of economic benefit has changed. Potential changes in useful lives, whether due to strategic decisions involving our brands, competitive forces, or other factors could result in additional amortization expense taking effect prospectively in the period of the change and could have a material impact on our consolidated financial statements.
Customer relationships are amortized over a period of two to 20 years in relation to expected future cash flows. The useful lives of the customer relationships are subject to risks and uncertainties including future attrition rates. These considerations include, but are not limited to, the emergence of new competitor offerings, relative competitor pricing and scale, our ability to successfully integrate and manage the acquired customers, our level of success in delivering future innovation, and overall changes in economic and regulatory conditions. Significant changes in any one or a combination of considerations could lead us to update our weighted average attrition rate, which, in turn would impact the assigned useful life and the level of amortization expense recorded for our customer relationship intangibles. For example, a sustained increase in the customer attrition rate related to customers added as a result of the Livongo acquisition could prompt us to reduce our estimate of the remaining useful life of the customer relationships. Should this occur, a one-year reduction to the estimated life would result in an annual increase in amortization expense of approximately $7.0 million. Acquired technology is amortized over four to seven years using the straight-line method. Capitalized software development costs are amortized over three to five years using the straight-line method.
During the three months ended December 31, 2025, we initiated a strategy to transition the remainder of our chronic condition management Clients and members to the Teladoc Health brand by December 31, 2026. In connection with the brand strategy, we have decreased the remaining useful life of the related trademarks asset, which increased amortization expense for the year ended December 31, 2025 by $7.7 million and will increase amortization expense for the year ending December 31, 2026 by $30.7 million.
Definite-lived intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or the carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is determined to be unrecoverable, an
impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value.
Provision for Income Taxes
Our provision for income taxes, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management's best assessment of estimated current and future taxes to be paid. The objectives for accounting for income taxes, as prescribed by the relevant accounting guidance, are to recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in the financial statements. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The assumptions about future tax consequences require significant judgment and variations in the actual outcome of these consequences could materially impact our results of operations. We recognize tax liabilities based on estimates of whether additional taxes and interest will be due. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense.
Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Determination of valuation allowances recorded against deferred tax assets requires significant judgment and use of assumptions, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. To the extent that new information becomes available which causes us to change our judgment regarding the adequacy of existing valuation allowances, such changes to tax liabilities will impact income tax expense in the period in which such determination is made.
Components of Results of Operations
Cost of Revenue (exclusive of depreciation and amortization, which are shown separately)
Cost of revenue (exclusive of depreciation and amortization, which are shown separately), or "Cost of revenue," primarily consists of fees paid to the physicians and other health professionals in the THMG Association and the Uplift Association provider networks; product cost; costs incurred in connection with the THMG Association and the Uplift Association provider network operations and data center activities, which include employee-related expenses (including salaries and benefits, incentive compensation, and stock-based compensation); costs related to Client support; and provider network, medical records, magnetic resonance imaging, medical lab tests, translation, postage, medical malpractice insurance, and deferred device costs. Cost of revenue includes costs of technology enabling multiple modes of real-time communication, including via web browser, mobile application, voice / telephony, and text. These expenses increase or decrease as the level of revenue changes. Cost of revenue is driven primarily by the number of general medical visits, mental health visits, expert medical services, and other specialty visits completed in each period and are closely correlated or directly related to delivery of our solutions and monthly access fees. Many of the elements of the cost of revenue are relatively variable, and can be reduced in the near-term to offset any decline in our revenue. Our business and operational models are designed to be highly scalable and leverage variable costs to support revenue-generating activities. Cost of revenue does not include an allocation of depreciation and amortization.
Advertising and Marketing Expenses
Advertising and marketing expenses consist primarily of costs of digital and media advertisements, personnel, and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) for our marketing staff and communications materials that are produced for member acquisition and to generate greater awareness and utilization among our Clients and members. Marketing costs also include third-party independent research, trade shows
and brand messages, public relations costs, and stock-based compensation for our advertising and marketing employees. Our advertising and marketing expenses exclude certain allocations of occupancy expense as well as depreciation and amortization.
Our advertising and marketing expenses will fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our advertising campaigns and marketing expenses. We will continue to invest in advertising and marketing by promoting our brands through a variety of marketing and public relations activities.
Sales Expenses
Sales expenses consist primarily of employee-related expenses, including salaries, benefits, commissions, incentive-based awards, and stock-based compensation, employment taxes, travel costs for our employees engaged in sales, account management, and sales support in addition to commissions paid to external brokers. Our sales expenses exclude certain allocations of occupancy expense as well as depreciation and amortization.
Technology and Development Expenses
Technology and development expenses include the costs of operating our on-demand technology infrastructure that are not directly related to changes in revenue or volume of visits, including certain licensed applications, information technology infrastructure, security, and compliance. The technology and development line item also contains amounts charged to expense for research and development, which include costs of new product development, costs to add new features or improve reliability or scalability of existing applications, and other software development and engineering costs to the extent that they are not capitalized. The research and development expenses may enable future revenue growth but are not directly related to current revenues.
Technology and development expenses include personnel and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) for software engineering, information technology infrastructure, security and compliance, product development, and support for our efforts to add new features and ensure the reliability or scalability of our existing solutions. Technology and development expenses also include outsourced software engineering services, the costs of operating our on-demand technology infrastructure (whereas costs directly associated with revenue are presented separately in cost of revenues), certain licensed applications, and stock-based compensation for its technology and development employees. Our technology and development expenses exclude certain allocations of occupancy expense, capitalized software development costs, and depreciation and amortization.
Our technology and development expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our technology and development expenses, including the ability to capitalize software development costs.
General and Administrative Expenses
General and administrative expenses include personnel and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) of, and professional fees incurred by our finance, legal and compliance, operations, human resources, clinical, corporate strategy, business development, strategies, quality and executive departments. They also include bank charges, most of the occupancy costs including rent, utilities, and facilities maintenance, except for amounts allocated to cost of revenues, as well as therapists recruiting costs, related to BetterHelp, indirect taxes and certain licensed corporate applications. Our general and administrative expenses exclude any allocation of depreciation and amortization.
Our general and administrative expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our general and administrative expenses.
Acquisition, Integration, and Transformation Costs
Acquisition, integration, and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration, and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on
integrating and optimizing various operations and systems, including upgrading our CRM and ERP systems, incurred in connection with our acquisition and integration activities.
Restructuring Costs
Restructuring costs consist primarily of lease impairment costs, losses related to the reduction of office space, and costs for employee transition, severance payments, employee benefits, and related costs.
Amortization of Intangible Assets
Amortization of intangible assets consists of the amortization of capitalized software development costs and of acquisition-related intangible assets.
Depreciation of Property and Equipment
Depreciation of property and equipment consists of the depreciation of fixed assets.
Interest Income
Interest income primarily consists of interest earned on cash and cash equivalents.
Interest Expense
Interest expense consists of interest costs and the amortization of debt discounts primarily associated with convertible senior notes.
Other Expense (Income), Net
Other expense (income), net includes the impact of foreign currency remeasurement, realized gains on investment securities, and all other non-operating items not included in other financial statement lines.
Provision for Income Taxes
Provision for income taxes reflects management's best assessment of estimated current and future taxes to be paid. The objectives for accounting for income taxes, as prescribed by the relevant accounting guidance, are to recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in the financial statements. See above for Critical Accounting Estimates and Policies.
Adjusted EBITDA and Free Cash Flow
To supplement our financial information presented in accordance with U.S. generally accepted accounting principles ("GAAP"), we use certain non-GAAP financial measures to clarify and enhance an understanding of past performance, which include Adjusted EBITDA (as defined below) and free cash flow. We believe that the presentation of these financial measures enhances an investor's understanding of our financial performance, and are commonly used by investors to evaluate our performance and that of our competitors. We further believe that these financial measures are useful to assess our operating performance and financial and business trends from period-to-period by excluding certain items that we believe are not representative of our core business, and that free cash flow reflects an additional way of viewing our liquidity that, when viewed together with GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. We use these non-GAAP financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as a key measure of our performance.
Adjusted EBITDA consists of net loss before provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairments; and stock-based compensation.
Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.
Our use of these non-GAAP terms may vary from that of others in our industry, and other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.
Non-GAAP measures have important limitations as analytical tools and you should not consider them in isolation, and they should not be considered as an alternative to net loss before provision for income taxes, net loss, net loss per share, net cash from operating activities or any other measures derived in accordance with GAAP. Some of these limitations are:
•Adjusted EBITDA eliminates the impact of the provision for income taxes on our results of operations, and 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 CRM and ERP systems. These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but rather, incremental costs incurred in connection with our acquisition and integration activities;
•Adjusted EBITDA does not reflect goodwill impairment charges; 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 amortized and depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any expenditures for such replacements.
We compensate for these limitations by using these non-GAAP measures along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include net loss, net loss per share, net cash provided by operating activities, and other performance measures.
In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.
Consolidated Results of Operations
The following table sets forth our consolidated statement of operations data for the years ended December 31, 2025 and 2024 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data).
|
Year Ended December 31, |
Variance | % | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 2,529,977 | $ | 2,569,574 | $ | (39,597) | (2) | % | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) | 771,593 | 751,270 | 20,323 | 3 | % | ||||||||||||||||||
| Advertising and marketing | 653,372 | 705,787 | (52,415) | (7) | % | ||||||||||||||||||
| Sales | 194,518 | 204,993 | (10,475) | (5) | % | ||||||||||||||||||
| Technology and development | 277,922 | 307,274 | (29,352) | (10) | % | ||||||||||||||||||
| General and administrative | 431,891 | 435,490 | (3,599) | (1) | % | ||||||||||||||||||
| Goodwill impairments | 71,763 | 790,000 | (718,237) | (91) | % | ||||||||||||||||||
| Acquisition, integration, and transformation costs | 9,010 | 1,743 | 7,267 | n/m | |||||||||||||||||||
| Restructuring costs | 18,785 | 20,355 | (1,570) | (8) | % | ||||||||||||||||||
| Amortization of intangible assets | 350,764 | 363,365 | (12,601) | (3) | % | ||||||||||||||||||
| Depreciation of property and equipment | 13,314 | 10,183 | 3,131 | 31 | % | ||||||||||||||||||
| Total costs and expenses | 2,792,932 | 3,590,460 | (797,528) | (22) | % | ||||||||||||||||||
| Loss from operations | (262,955) | (1,020,886) | 757,931 | 74 | % | ||||||||||||||||||
| Interest income | (36,770) | (57,071) | 20,301 | (36) | % | ||||||||||||||||||
| Interest expense | 19,714 | 23,803 | (4,089) | (17) | % | ||||||||||||||||||
| Other expense (income), net | (10,369) | 6,035 | (16,404) | n/m | |||||||||||||||||||
| Loss before provision for income taxes | (235,530) | (993,653) | 758,123 | 76 | % | ||||||||||||||||||
| Provision for income taxes | (35,208) | 7,592 | (42,800) | n/m | |||||||||||||||||||
| Net loss | $ | (200,322) | $ | (1,001,245) | $ | 800,923 | 80 | % | |||||||||||||||
| Net loss per share, basic and diluted | $ | (1.14) | $ | (5.87) | $ | 4.73 | 81 | % | |||||||||||||||
| Adjusted EBITDA (1) | $ | 281,095 | $ | 310,711 | $ | (29,616) | (10) | % | |||||||||||||||
n/m - not meaningful
(1)Non-GAAP Financial Measures
The following table reconciles net loss, the most directly comparable GAAP measure, to Adjusted EBITDA for the years ended December 31, 2025 and 2024 (in thousands):
|
Year Ended December 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Net loss | $ | (200,322) | $ | (1,001,245) | |||||||
| Add: | |||||||||||
| Provision for income taxes | (35,208) | 7,592 | |||||||||
| Other expense (income), net | (10,369) | 6,035 | |||||||||
| Interest expense | 19,714 | 23,803 | |||||||||
| Interest income | (36,770) | (57,071) | |||||||||
| Depreciation of property and equipment | 13,314 | 10,183 | |||||||||
| Amortization of intangible assets | 350,764 | 363,365 | |||||||||
| Restructuring costs | 18,785 | 20,355 | |||||||||
| Acquisition, integration, and transformation costs | 9,010 | 1,743 | |||||||||
| Goodwill impairments | 71,763 | 790,000 | |||||||||
| Stock-based compensation | 80,414 | 145,951 | |||||||||
| Adjusted EBITDA | $ | 281,095 | $ | 310,711 | |||||||
| Integrated Care | $ | 239,222 | $ | 232,902 | |||||||
| BetterHelp | 41,873 | 77,809 | |||||||||
| Adjusted EBITDA | $ | 281,095 | $ | 310,711 | |||||||
Revenue.The following table presents revenues disaggregated by revenue source and geography for the years ended December 31, 2025 and 2024 (dollars in thousands):
|
Year Ended December 31, |
|||||||||||||||||||||||
| 2025 | 2024 | Variance | % | ||||||||||||||||||||
| Revenue by Type | |||||||||||||||||||||||
| Access Fees | $ | 2,091,941 | $ | 2,215,220 | $ | (123,279) | (6) | % | |||||||||||||||
| Other | 438,036 | 354,354 | 83,682 | 24 | % | ||||||||||||||||||
| Total Revenue | $ | 2,529,977 | $ | 2,569,574 | $ | (39,597) | (2) | % | |||||||||||||||
| Revenue by Geography | |||||||||||||||||||||||
| U.S. Revenue | $ | 2,071,739 | $ | 2,159,959 | $ | (88,220) | (4) | % | |||||||||||||||
| International Revenue | 458,238 | 409,615 | 48,623 | 12 | % | ||||||||||||||||||
| Total Revenue | $ | 2,529,977 | $ | 2,569,574 | $ | (39,597) | (2) | % | |||||||||||||||
Revenue.Total revenue was $2,530.0 million for the year ended December 31, 2025, compared to $2,569.6 million for the year ended December 31, 2024, a decrease of $39.6 million, or 2%. This decrease in revenue was driven by lower revenue in our BetterHelp segment, partially offset by higher revenue in our Integrated Care segment. The acquisitions of Catapult Health, Uplift, and Telecare increased total revenue for the year ended December 31, 2025 by approximately 2 percentage points.
Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below).Cost of revenue was $771.6 million for the year ended December 31, 2025, compared to $751.3 million for the year ended December 31, 2024, an increase of $20.3 million, or 3%. The increase was primarily driven by higher labor costs, technology costs, and amortization of devices, partially offset by lower provider costs.
Advertising and Marketing Expenses.Advertising and marketing expenses were $653.4 million for the year ended December 31, 2025, compared to $705.8 million for the year ended December 31, 2024, a decrease of $52.4 million, or 7%. This decrease was driven by lower media advertising and employee compensation costs.
Sales Expenses.Sales expenses were $194.5 million for the year ended December 31, 2025, compared to $205.0 million for the year ended December 31, 2024, a decrease of $10.5 million, or 5%. The decrease was primarily driven by lower employee compensation costs and lower professional fees, partially offset by higher broker commissions.
Technology and Development Expenses.Technology and development expenses were $277.9 million for the year ended December 31, 2025, compared to $307.3 million for the year ended December 31, 2024, a decrease of $29.4 million, or 10%. The decrease was primarily driven by lower employee compensation costs, partially offset by higher infrastructure, hosting, and software license costs associated with running operations as well as ongoing projects and services to continuously improve and optimize our products and services. For the years ended December 31, 2025 and 2024, research and development costs were $88.5 million and $89.1 million, respectively.
General and Administrative Expenses.General and administrative expenses were $431.9 million for the year ended December 31, 2025, compared to $435.5 million for the year ended December 31, 2024, a decrease of $3.6 million, or 1%. The decrease was primarily driven by lower employee compensation, partially offset by higher indirect taxes, professional fees, software and infrastructure costs, and dues and subscriptions.
Goodwill Impairments.Concurrent with the completion of the acquisitions of Telecare and Catapult Health, we performed goodwill impairment tests on the Integrated Care reporting unit and determined that the carrying value of the reporting unit continued to exceed its fair value at those times. As a result, immediate impairments of $12.6 million and $59.1 million of goodwill associated with the Telecare and Catapult Health acquisitions were recognized in the three months ended September 30, 2025 and March 31, 2025, respectively, reflecting a total of $71.8 million in 2025. If the carrying value of the Integrated Care reporting unit exceeds its fair value as of the date of any future business combinations, the future business combinations that would be part of the Integrated Care reporting unit could result in further goodwill impairment charges.
Acquisition, Integration, and Transformation Costs.Acquisition, integration, and transformation costs were $9.0 million for the year ended December 31, 2025, compared to $1.7 million for the year ended December 31, 2024, an increase of $7.3 million. The increase relates to the costs to integrate the operations of the businesses acquired and to complete the upgrade of a technology platform.
Restructuring Costs. Restructuring costs were $18.8 million and $20.4 million for the years ended December 31, 2025 and 2024, respectively. The costs primarily related to severance, the reduction of office space, right-of-use asset impairment charges, and other restructuring related costs. See Note 13. "Restructuring" to the financial statements for additional information.
Subsequent to December 31, 2025 and as a result of our review of the business to drive further efficiency, better align resources, and improve profitability, we expect to incur pre-tax restructuring costs under our plan in the range of $15.0 million to $20.0 million for the year ending December 31, 2026, of which approximately $9.0 million to $11.0 million is expected to be incurred in the three months ending March 31, 2026. The charges will primarily relate to employee transition, severance, employee benefits, and other costs, including costs associated with office space reductions.
Amortization of Intangible Assets.
The following table shows amortization of intangible assets broken down by components for the periods indicated (in thousands):
|
Year Ended December 31, |
|||||||||||||||||
| 2025 | 2024 | % | |||||||||||||||
| Amortization of acquired intangibles | $ | 183,147 | $ | 230,328 | (20) | % | |||||||||||
| Amortization of capitalized software development costs | 167,617 | 133,037 | 26 | % | |||||||||||||
| Amortization of intangible assets | $ | 350,764 | $ | 363,365 | (3) | % | |||||||||||
Amortization of intangible assets was $350.8 million for the year ended December 31, 2025, compared to $363.4 million for the year ended December 31, 2024, a decrease of $12.6 million, or 3%. The decrease was primarily driven by the lower amortization associated with the Livongo trademark, partially offset by an increase in the amortization of capitalized software development costs related to our investment in platforms.
Depreciation of Property and Equipment. Depreciation of property and equipment was $13.3 million for the year ended December 31, 2025, compared to $10.2 million for the year ended December 31, 2024, an increase of $3.1 million, or 31%. The increase was driven primarily by accelerated depreciation associated with decisions made to exit certain leased spaced in the year ended December 31, 2025.
Interest Income.Interest income was $36.8 million for the year ended December 31, 2025, compared to $57.1 million for the year ended December 31, 2024. The decrease was driven by a lower average balance of cash and cash equivalents and lower interest rate yields.
Interest Expense.Interest expense was $19.7 million for the year ended December 31, 2025, compared to $23.8 million for the year ended December 31, 2024. The decrease was driven by the maturation of the Livongo Notes and 2025 Notes.
Other Expense (Income), Net. Other expense (income), net was an income of $10.4 million for the year ended December 31, 2025, compared to an expense of $6.0 million for the year ended December 31, 2024. The balance in both periods primarily reflects the impact of foreign currency exchange rate fluctuations.
Provision for Income Taxes. We recorded income tax benefit of $35.2 million for the year ended December 31, 2025, compared to an income tax expense of $7.6 million for the year ended December 31, 2024. The tax benefit in 2025 resulted primarily from the benefits of $20.1 million related to completion of a research and development tax credit study and $15.0 million from the current year's acquisitions. The tax expense in 2024 was primarily due to a shortfall related to stock-based compensation awards that vested during the year.
Segment Information
The following tables set forth the results of operations by segment for the years ended December 31, 2025 and 2024 (dollars in thousands):
|
Year Ended December 31, |
Variance | % | |||||||||||||||||||||
| Integrated Care | 2025 | 2024 | |||||||||||||||||||||
| Revenue | $ | 1,579,610 | $ | 1,528,870 | $ | 50,740 | 3 | % | |||||||||||||||
| Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation | 516,326 | 474,955 | 41,371 | 9 | % | ||||||||||||||||||
| Advertising and marketing, exclusive of stock-based compensation | 130,023 | 134,453 | (4,430) | (3) | % | ||||||||||||||||||
| Other segment expenses (1) | 694,039 | 686,560 | 7,479 | 1 | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 239,222 | $ | 232,902 | $ | 6,320 | 3 | % | |||||||||||||||
| Adjusted EBITDA Margin % | 15.1% | 15.2% | |||||||||||||||||||||
(1)Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
Integrated Care total revenues increased by $50.7 million, or 3%, to $1,579.6 million for the year ended December 31, 2025. The acquisitions of Catapult Health and Telecare increased Integrated Care total revenue for the year ended December 31, 2025 by approximately 2 percentage points.
Integrated Care cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, increased by $41.4 million, or 9%, to $516.3 million for the year ended December 31, 2025. The increase was primarily driven by higher provider costs, technology costs, and amortization of device costs.
Integrated Care advertising and marketing, exclusive of stock-based compensation, decreased by $4.4 million, or 3%, to $130.0 million for the year ended December 31, 2025, primarily reflecting lower spending on digital and media advertising and marketing.
Integrated Care other segment expenses increased by $7.5 million to $694.0 million for the year ended December 31, 2025. The increase was primarily driven by higher indirect taxes, software and infrastructure costs, commissions costs, and dues and subscriptions, partially offset by lower employee compensation.
|
Year Ended December 31, |
Variance | % | |||||||||||||||||||||
| BetterHelp | 2025 | 2024 | |||||||||||||||||||||
| Therapy Services | $ | 930,700 | $ | 1,017,725 | $ | (87,025) | (9) | % | |||||||||||||||
| Other Wellness Services | 19,667 | 22,979 | (3,312) | (14) | % | ||||||||||||||||||
| Total Revenue | $ | 950,367 | $ | 1,040,704 | (90,337) | (9) | % | ||||||||||||||||
| Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation | 253,185 | 271,533 | (18,348) | (7) | % | ||||||||||||||||||
| Advertising and marketing, exclusive of stock-based compensation | 518,455 | 558,759 | (40,304) | (7) | % | ||||||||||||||||||
| Other segment expenses (1) | 136,854 | 132,603 | 4,251 | 3 | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 41,873 | $ | 77,809 | $ | (35,936) | (46) | % | |||||||||||||||
| Adjusted EBITDA Margin % | 4.4% | 7.5% | |||||||||||||||||||||
(1)Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
BetterHelp total revenues decreased by $90.3 million, or 9%, to $950.4 million for the year ended December 31, 2025, driven by a 5% decrease in average monthly paying users. The acquisition of Uplift increased BetterHelp total revenue for the year ended December 31, 2025 by approximately 1 percentage point.
BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation decreased by $18.3 million, or 7%, to $253.2 million for the year ended December 31, 2025. The decrease was primarily driven by lower therapist costs.
BetterHelp advertising and marketing, exclusive of stock-based compensation decreased by $40.3 million, or 7%, to $518.5 million for the year ended December 31, 2025, primarily reflecting lower spending on digital and media advertising.
BetterHelp other segment expenses increased by $4.3 million, or 3%, to $136.9 million for the year ended December 31, 2025. The increase was primarily driven by higher employee related costs, professional fees, dues and subscriptions, and software and infrastructure costs, partially offset by lower indirect taxes, occupancy and office costs, and credit card processing fees.
Liquidity and Capital Resources
The following table presents a summary of our cash flow activity for the years ended December 31, 2025 and 2024 (in thousands):
|
Year Ended December 31, |
|||||||||||
| Consolidated Statements of Cash Flows - Summary | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 294,357 | $ | 293,680 | |||||||
| Net cash used in investing activities | (266,003) | (124,052) | |||||||||
| Net cash (used in) provided by financing activities | (551,652) | 8,312 | |||||||||
| Effect of foreign currency exchange rate changes | 6,055 | (3,288) | |||||||||
| Total (decrease) increase in cash and cash equivalents | $ | (517,243) | $ | 174,652 | |||||||
Our principal source of liquidity is our cash and cash equivalents, totaling $781.1 million as of December 31, 2025. During 2025, we experienced positive operating cash flow and we anticipate continuing positive operating cash flows for 2026.
We believe that our existing cash and cash equivalents will be sufficient to meet our working capital, capital expenditure, and contractual obligation needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, our ability to retain and/or obtain new members, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of virtual care, and our debt service obligations. We may in the future enter into arrangements to acquire or invest in additional complementary businesses, services, technologies, and intellectual property rights. We may be required to seek additional equity or debt financing to fund working capital, capital expenditures and acquisitions, and to settle debt obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which would adversely affect our business, financial condition, and results of operations.
On July 17, 2025, we entered into the five-year, $300.0 million Revolving Credit Facility. We entered into the Revolving Credit Facility to preserve and enhance our financial and operational flexibility, however, we do not currently anticipate borrowing any amounts under the facility. See Note 11. "Debt" to the consolidated financial statements for additional information on the Revolving Credit Facility.
We routinely enter into contractual obligations with third parties to provide professional services, licensing, and other products and services in support of our ongoing business. The current estimated cost of these contracts is not expected to be significant to our liquidity and capital resources based on contracts in place as of December 31, 2025.
Cash from Operating Activities
Cash flows provided by operating activities consisted of net loss adjusted for certain non-cash items and the cash effect of changes in assets and liabilities. Cash provided by operating activities was $294.4 million and $293.7 million for the years ended December 31, 2025 and 2024, respectively, reflecting an increase of $0.7 million. The increase was driven by higher collections from customers and lower incentive compensation payments, offset by higher operational spending.
The primary uses of cash from operating activities are for the payment of cash compensation, provider fees, engagement marketing, direct-to-consumer digital and media advertising, inventory, insurance, technology costs, interest expense and acquisition, integration, and transformation costs. Historically, cash compensation is at its highest level in the first quarter when discretionary employee compensation related to the previous fiscal year is paid.
Cash from Investing Activities
Cash used in investing activities was $266.0 million for the year ended December 31, 2025 and was $124.1 million for the year ended December 31, 2024.The increase of $142.0 million was primarily driven by the amounts paid in the year ended December 31, 2025 to acquire Catapult Health and Telecare, the amount paid to acquire the net intangibles associated with the Uplift acquisition, and the amount paid to acquire the securities of a private company.
Cash from Financing Activities
Cash used in financing activities for the year ended December 31, 2025 was $551.7 million. This primarily reflects the repayment of our Livongo Notes and 2025 Notes upon maturity and payment of issuance costs related to the Revolving Credit Facility in the year ended December 31, 2025. Cash provided by financing activities for the year ended December 31, 2024 was $8.3 million and primarily consisted of $3.6 million of proceeds from the exercise of employee stock options and $4.7 million of proceeds from participants in our employee stock purchase plan.
Free Cash Flow
The following is a reconciliation of net cash provided by operating activities to free cash flow (in thousands, unaudited):
|
Year Ended December 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities | $ | 294,357 | $ | 293,680 | |||||||
| Capital expenditures | (8,893) | (10,790) | |||||||||
| Capitalized software development costs | (118,562) | (113,262) | |||||||||
| Free Cash Flow | $ | 166,902 | $ | 169,628 | |||||||
Free cash flow was $166.9 million for the year ended December 31, 2025, as compared to $169.6 million for the year ended December 31, 2024. The year-over-year decrease was substantially driven by an increase in capitalized software development costs, partially offset by a decrease in capital expenditures.
Teladoc Health Inc. published this content on February 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 26, 2026 at 16:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]