UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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TELADOC HEALTH, INC.
QUARTERLY REPORT ON FORM 10-Q
For the period ended June 30, 2021
TABLE OF CONTENTS
1
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
TELADOC HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data, unaudited)
June 30, | December 31, | |||||
| 2021 |
| 2020 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Short-term investments | | | ||||
Accounts receivable, net of allowance of $ |
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Inventories | | | ||||
Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Operating lease - right-of-use assets | | | ||||
Other assets |
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Total assets | $ | | $ | | ||
Liabilities and stockholders’ equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Accrued expenses and other current liabilities |
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Accrued compensation |
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Deferred revenue-current | | | ||||
Advances from financing companies | | | ||||
Current portion of long-term debt | | | ||||
Total current liabilities |
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Other liabilities |
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Operating lease liabilities, net of current portion | | | ||||
Deferred revenue, net of current portion | | | ||||
Advances from financing companies, net of current portion | | | ||||
Deferred taxes |
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Convertible senior notes, net | | | ||||
Commitments and contingencies | ||||||
Stockholders’ equity: | ||||||
Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( |
| ( | ||
Accumulated other comprehensive gain | | | ||||
Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
2
TELADOC HEALTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data, unaudited)
Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
Revenue | $ | |
| $ | |
| $ | |
| $ | |
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Expenses: | |||||||||||||
Cost of revenue (exclusive of depreciation and amortization, which is shown separately below) | |
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Operating expenses: | |||||||||||||
Advertising and marketing |
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Sales |
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Technology and development |
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Acquisition, integration and transformation costs | |
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General and administrative |
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Depreciation and amortization |
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Total expenses | | | | | |||||||||
Loss from operations |
| ( |
| ( |
| ( |
| ( | |||||
Loss on extinguishment of debt | |
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Other (income) expense, net | ( | ( | ( | | |||||||||
Interest expense, net |
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Net loss before taxes |
| ( |
| ( |
| ( |
| ( | |||||
Income tax expense (benefit) |
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| ( |
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| ( | |||||
Net loss | ( | ( | ( | ( | |||||||||
Other comprehensive gain (loss), net of tax: | |||||||||||||
Cumulative translation adjustment | | | ( | ( | |||||||||
Comprehensive loss | $ | ( | $ | ( | ( | $ | ( | ||||||
Net loss per share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||
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Weighted-average shares used to compute basic and diluted net loss per share | | | | |
See accompanying notes to unaudited consolidated financial statements.
3
TELADOC HEALTH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data, unaudited)
| Accumulated | |||||||||||||||||
| Additional |
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| Other |
| Total | ||||||||||||
Common Stock |
| Paid-In |
| Accumulated |
| Comprehensive |
| Stockholders’ | ||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Gain (Loss) |
| Equity | |||||||
Balance as of December 31, 2020 | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | ( | ||||||||||||
Issuance of common stock for conversion/redemption of 2022 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2022 Notes | | | ( | | | ( | ||||||||||||
Issuance of common stock for conversion of 2025 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2025 Notes | | | ( | | | ( | ||||||||||||
Retirement of shares related to acquisition (see Note 4) | ( | ( | ( | | | ( | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive loss, net of tax | | | | | ( | ( | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of March 31, 2021 | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | ( | ||||||||||||
Issuance of common stock under employee stock purchase plan | | | | | | | ||||||||||||
Issuance of common stock for conversion/exchange of 2025 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2025 Notes | | | ( | | | ( | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive gain, net of tax | | | | | | | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of June 30, 2021 | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Balance of December 31, 2019 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | | ||||||||||||
Issuance of common stock for 2022 Notes | | | | | | | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive loss, net of tax | | | | | ( | ( | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of March 31, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | | ||||||||||||
Issuance of common stock under employee stock purchase plan | | | | | | | ||||||||||||
Issuance of common stock for 2022 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2022 Notes | | | ( | | | ( | ||||||||||||
Equity component of 2027 Notes, net of issuance costs | | | | | | | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive gain, net of tax | | | | | | | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of June 30, 2020 | | | | ( | ( | |
See accompanying notes to unaudited consolidated financial statements.
4
TELADOC HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six Months Ended June 30, | |||||||
| 2021 | 2020 | |||||
Cash flows provided by operating activities: |
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Net loss | $ | ( | $ | ( | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization |
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Amortization of right-of-use assets and depreciation of rental equipment | | | |||||
Allowance for doubtful accounts |
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Stock-based compensation |
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Deferred income taxes |
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| ( | |||
Accretion of interest | | | |||||
Loss on extinguishment of debt |
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Gain on sale of investment | ( | | |||||
Other, net | | | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable |
| ( |
| ( | |||
Prepaid expenses and other current assets |
| ( |
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Inventory | ( | | |||||
Other assets |
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Accounts payable |
| ( |
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Accrued expenses and other current liabilities |
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Accrued compensation |
| ( |
| ( | |||
Deferred revenue | | ( | |||||
Operating lease liabilities | ( | ( | |||||
Other liabilities |
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| ( | |||
Net cash provided by operating activities |
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Cash flows used in investing activities: | |||||||
Capital expenditures |
| ( |
| ( | |||
Capitalized software development costs |
| ( |
| ( | |||
Proceeds from marketable securities | | | |||||
Proceeds from the sale of investment | | — | |||||
Acquisitions of business, net of cash acquired |
| ( |
| ( | |||
Other, net | | | |||||
Net cash used in investing activities |
| ( |
| ( | |||
Cash flows provided by financing activities: | |||||||
Net proceeds from the exercise of stock options |
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Proceeds from issuance of 2027 Notes | | | |||||
Payment of issuance costs of 2027 Notes | | ( | |||||
Repurchase of 2022 Notes |
| ( |
| ( | |||
Proceeds from advances from financing companies | | | |||||
Payment from customers against advances from financing companies | ( | | |||||
Proceeds from employee stock purchase plan |
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Cash received for withholding taxes on stock-based compensation, net | | | |||||
Other, net | ( | | |||||
Net cash provided by financing activities |
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Net increase in cash and cash equivalents |
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Foreign exchange difference | | ( | |||||
Cash and cash equivalents at beginning of the period |
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Cash and cash equivalents at end of the period | $ | | $ | | |||
Income taxes paid | $ | | $ | | |||
Interest paid | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
5
Note 1. Organization and Description of Business
Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in providing virtual healthcare services with a focus on high quality, lower costs, and improved outcomes around the world.
On January 4, 2021, the Company completed the acquisition of the UK-based telemedicine provider Consultant Connect Limited (“Consultant Connect”). Consultant Connect provides a platform that specializes in facilitating healthcare professional-to-professional advice and guidance in the United Kingdom.
On October 30, 2020, the Company completed the merger with Livongo Health, Inc. (“Livongo”), a transformational opportunity to improve the delivery, access and experience of healthcare for consumers around the world. Livongo is pioneering a new category in healthcare, called Applied Health Signals, which is transforming the management of chronic conditions.
On July 1, 2020, the Company completed the acquisition of InTouch Technologies, Inc. (“InTouch”), a leading provider of enterprise telehealth solutions for hospitals and health systems.
Note 2. Basis of Presentation and Principles of Consolidation
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the results of Teladoc Health, as well as
Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. is party to several Services Agreements by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to Teladoc Health Medical Group, P.A. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.
The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to the Company. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the Association and funds and absorbs all losses of the VIE and appropriately consolidates the Association.
Total revenue and net income (loss) for the VIE were $
Business Combinations
The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately
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at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.
When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period.
Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.
Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements.
Significant estimates and assumptions by management affect areas including the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), capitalization and amortization of software development costs, the finalization of purchase accounting adjustments, Client performance guarantees, the calculation of a contingent liability in connection with an acquisition earn-out, the provision for income taxes and related deferred tax accounts, revenue recognition, contingencies, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).
Recently Issued Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06—"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based
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payment awards. This standard becomes effective for the Company on January 1, 2022 and may be early adopted during an interim period of 2021. The Company will adopt the standard on January 1, 2022 and is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
Summary of Significant Accounting Policies
The following sections reflect updates to the summary of significant accounting policies described in the 2020 Form 10-K. In addition, on an ongoing basis, the Company will continue to closely monitor for any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic, especially on the allowance for doubtful accounts.
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 enhancing our customer relationship management (CRM) and enterprise resource planning (ERP) systems, incurred in connection with our acquisition and integration activities.
General and Administrative Costs
General and Administrative costs consist of all operating expenses not included in the other operating expense categories and now include legal and regulatory costs for all current and historical periods presented.
Other (Income) Expense, Net
Other (income) expense, net includes the impact of foreign currency remeasurement, realized and unrealized gains on investment securities and all other non-operating items not included in other financial statement lines.
Note 3. Revenue, Deferred Revenue, Deferred Costs and Other
The Company generates access fees from Clients accessing its professional provider network, hosted virtual healthcare platform and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service and other specialty visits. In addition, other revenue is primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Access revenue accounted for
8
The following table presents the Company’s revenues disaggregated by revenue source (in thousands):
Quarter Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| |||||
Access Fees Revenue | |||||||||||||
U.S. | $ | | $ | | $ | | $ | | |||||
International | | | | | |||||||||
Total | | | | | |||||||||
Visit Fee Revenue | |||||||||||||
U.S. | |
| |
| |
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International | | | | | |||||||||
Total | | | | | |||||||||
Other | |||||||||||||
U.S. | | | | | |||||||||
International | | | | | |||||||||
Total | | | | | |||||||||
Total Revenues | $ | | $ | | $ | | $ | |
Deferred Revenue
Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for a device is amortized ratably over the expected Member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue.
For certain services, payment is required for future months before the service is delivered to the Member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue, current plus long-term, was $
We expect to recognize $
Deferred Costs and Other
Deferred costs and other, which are classified as a component of Prepaid expenses and other current assets or Other assets depending on term, consist of the following as of June 30, 2021 (in thousands):
As of | As of | ||||||
June 30, | December 31, | ||||||
| 2021 | 2020 | |||||
Deferred costs and other, current | | | |||||
Deferred costs and other, noncurrent | | | |||||
Total deferred costs and other | $ | | $ | |
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Deferred costs and other activity are as follows (in thousands):
| Deferred Costs and Other | |||
Beginning balance as of December 31, 2020 | $ | | ||
Additions | | |||
Cost of revenue recognized | ( | |||
Ending balance as of June 30, 2021 | $ | |
Note 4. Business Acquisitions
On January 4, 2021, the Company completed the acquisition of the UK-based telemedicine provider Consultant Connect for a cash consideration of $
On October 30, 2020, the Company completed the acquisition of Livongo through a merger in which Livongo became a wholly-owned subsidiary of the Company. Upon completion of the merger, each share of Livongo’s common stock converted into the right to receive