DeferredTaxAssetsDeferredIncome
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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As of July 27, 2022, the Registrant had
TELADOC HEALTH, INC.
QUARTERLY REPORT ON FORM 10-Q
For the period ended June 30, 2022
TABLE OF CONTENTS
1
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
TELADOC HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data, unaudited)
June 30, | December 31, | |||||
| 2022 |
| 2021 | |||
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 | | | ||||
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, net |
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Convertible senior notes, net | | | ||||
Commitments and contingencies (Note 10) | ||||||
Stockholders’ equity: | ||||||
Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( |
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Accumulated other comprehensive loss | ( | ( | ||||
Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
2
TELADOC HEALTH, INC.
CONDENSED 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, |
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| 2022 | 2021 | 2022 | 2021 |
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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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General and administrative |
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Acquisition, integration, and transformation costs |
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Depreciation and amortization |
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Goodwill impairment | ||||||||||||||
Total expenses | ||||||||||||||
Loss from operations |
| ( |
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Loss on extinguishment of debt |
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Other expense (income), net | ( | ( | ||||||||||||
Interest expense, net |
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Net loss before provision for income taxes |
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| ( |
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Provision for income taxes |
| ( |
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Net loss | ( | ( | ( | ( | ||||||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||||
Currency translation adjustment and other | ( | ( | ( | |||||||||||
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 condensed consolidated financial statements.
3
TELADOC HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data, unaudited)
Accumulated | ||||||||||||||||||
Additional | Other | Total | ||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive | Stockholders’ | ||||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Gain (Loss) |
| Equity | |||||||
Balance as of March 31, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | ( | ||||||||||||
Issuance of stock under employee stock purchase plan | | | | | | | ||||||||||||
Issuance of common stock for 2025 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2025 Notes | | | ( | | | ( | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive loss, net of tax | | | | | ( | ( | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of June 30, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Balance as of December 31, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Cumulative effect adjustment due to adoption of ASU 2020-06 (see Note 2) | | | ( | | | ( | ||||||||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | | ||||||||||||
Issuance of stock under employee stock purchase plan | | | | | | | ||||||||||||
Issuance of common stock for 2025 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2025 Notes | | | ( | | | ( | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive loss, net of tax | | | | | ( | ( | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of June 30, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Balance as of March 31, 2021 | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | ( | ||||||||||||
Issuance of stock under employee stock purchase plan | | | | | | | ||||||||||||
Issuance of common stock for 2025 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2025 Notes | | | ( | | | ( | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive income, net of tax | | | | | | | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of June 30, 2021 | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Balance as of December 31, 2020 | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Exercise of stock options | | | | | | | ||||||||||||
Issuance of common stock upon vesting of restricted stock units | | | ( | | | ( | ||||||||||||
Issuance of stock under employee stock purchase plan | | | | | | | ||||||||||||
Issuance of common stock for 2022 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2022 Notes | | | ( | | | ( | ||||||||||||
Issuance of common stock for 2025 Notes | | | | | | | ||||||||||||
Equity portion of extinguishment of 2025 Notes | | | ( | | | ( | ||||||||||||
Recovery of excess common stock issued for acquisition | ( | ( | ( | | | ( | ||||||||||||
Stock-based compensation | | | | | | | ||||||||||||
Other comprehensive loss, net of tax | | | | | ( | ( | ||||||||||||
Net loss | | | | ( | | ( | ||||||||||||
Balance as of June 30, 2021 | | $ | | $ | | $ | ( | $ | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
4
TELADOC HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six Months Ended June 30, |
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| 2022 | 2021 |
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Operating activities: |
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Net loss | $ | ( | $ | ( | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Goodwill impairment | | | ||||||
Depreciation and amortization |
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Depreciation of rental equipment | | | ||||||
Amortization of right-of-use assets | | | ||||||
Provision for allowances |
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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 |
| ( |
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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 |
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Deferred revenue | | | ||||||
Operating lease liabilities | ( | ( | ||||||
Other liabilities |
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Net cash provided by operating activities |
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Investing activities: | ||||||||
Capital expenditures |
| ( |
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Capitalized software |
| ( |
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Proceeds from marketable securities | | | ||||||
Proceeds from the sale of investment | | | ||||||
Acquisitions of businesses, net of cash acquired |
| ( |
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Other, net | | | ||||||
Net cash used in investing activities |
| ( |
| ( | ||||
Financing activities: | ||||||||
Net proceeds from the exercise of stock options |
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Repurchase of 2022 Notes |
| ( |
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Proceeds from advances from financing companies | | | ||||||
Payment 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 (decrease) 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 condensed consolidated financial statements.
5
TELADOC HEALTH, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Description of Business
Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in whole person virtual care, forging a new healthcare experience with better convenience, outcomes, and value. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience.
The Company was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. The Company’s principal executive office is located in Purchase, New York.
On October 30, 2020, the Company completed the merger with Livongo Health, Inc. (“Livongo”), a transformational opportunity to improve the delivery, access and experience of chronic healthcare for individuals around the world.
On July 1, 2020, the Company completed the acquisition of InTouch Technologies, Inc. (“InTouch”), a leading provider of enterprise telehealth solutions for hospitals and health systems.
Note 2. Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and 2021, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the condensed consolidated results of operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
These financial statements include the results of Teladoc Health, as well as
Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”), is party to several Services Agreements by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.
The Company holds a variable interest in the THMG Association which contracts with physicians and other health professionals in order to provide services to the Company. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association.
6
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 at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition.
When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period.
Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.
Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the condensed consolidated financial statements.
Significant estimates and assumptions by management affect areas including the carrying value and useful life of long-lived assets (including intangible assets), the carrying value of goodwill, the capitalization and amortization of software development costs, deferred device and contract costs, sales and bad debt allowances, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingences, litigation and related legal accruals, the accounting for stock-based
7
compensation awards, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the 2021 Form 10-K.
Recently Adopted Accounting Standards
In August 2020, the financial accounting standards board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06—"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards.
The Company adopted ASU 2020-06 as of January 1, 2022, under the modified retrospective transition method, and, accordingly, its prior period financial statements were not restated. Upon adoption of ASU 2020-06, the conversion feature of the Company’s convertible senior notes is no longer reported as a component of equity. Instead, the previously-separated equity component is now combined with the liability component, thereby eliminating the amortization of the debt discount arising from the conversion option separation model. As such, the Company currently anticipates a reduction of approximately $
Recently Issued Accounting Standards
In June 2022, FASB issued ASU 2022-03— “Fair Value Measurement (Topic 820)—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” to clarify that an equity security subject to a contractual sale restriction does not take that restriction into consideration when measuring its fair value and to require specific disclosures related to such an equity security. ASU 2022-03 is effective for annual reporting periods, including interim periods, beginning after December 15, 2023, with early adoption permitted. The provisions of ASU 2022-03 are to be applied prospectively with any adjustments made to earnings on the date of adoption. The Company is currently evaluating what the impact of adopting ASU 2022-03 may have on its financial statements.
Note 3. Revenue, Deferred Revenue, and Deferred Device and Contract Costs
The Company generates access fees from customers, consisting of employers, health plans, hospitals and health systems, insurance, and financial services companies (collectively “Clients”), as well as individual members, accessing its professional provider network, hosted virtual healthcare platform and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service and other specialty visits. In addition, other revenue is primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Access revenue accounted for
8
The following table presents the Company’s revenues disaggregated by revenue source (in thousands):
Quarter Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 |
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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 | $ | | $ | | $ | | $ | |
During the fourth quarter of 202