Teladoc Health Inc.

04/30/2026 | Press release | Distributed by Public on 04/30/2026 08:18

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
Many statements made in this Quarterly Report on Form 10-Q that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as "anticipates," "believes," "suggests," "targets," "projects," "plans," "expects," "future," "intends," "estimates," "predicts," "potential," "may," "will," "should," "could," "would," "likely," "foresee," "forecast," "continue" and other similar words or phrases, as well as statements in the future tense to identify these forward-looking statements. These forward-looking statements and projections are contained throughout this Form 10-Q, including the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Form 10-Q, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties, and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include, but are not limited to, the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K") and in our other reports and U.S. Securities and Exchange Commission ("SEC") filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties.
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 in our 2025 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 arrangements and, over time, the mix of those who have paid access fees as compared to those who have visit fee only arrangements 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 in our 2025 Form 10-K. U.S. Integrated Care members decreased by 1.3 million, or 1%, to 101.2 million at March 31, 2026, compared to the same period in 2025.
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 increased to 1.197 million, or 4%, at March 31, 2026, compared to 1.151 million at March 31, 2025.
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 21% 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 was $1.30 in the three months ended March 31, 2026, compared to $1.27 in the same period in 2025. The change in average monthly revenue versus the prior period is reflective of the decrease in 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 and psychiatry 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 9% to 0.361 million for the three months ended March 31, 2026, compared to 0.397 million for the three months ended March 31, 2025.
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.
Critical Accounting Estimates and Policies
Our discussion and analysis of our results of operations, liquidity and capital resources are based on our condensed consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the U.S. ("GAAP"). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities.
As of March 31, 2026, goodwill was $283.2 million, which all related to the BetterHelp segment. During the three months ended March 31, 2026, our market capitalization remained below the Company's carrying or book value. While this factor is considered in our assessment of potential impairment indicators, we did not identify any additional events or changes in circumstances that would indicate it is more likely than not that the fair value of the BetterHelp reporting unit is below its carrying value. As a result, no interim impairment test was required. We will continue to monitor and evaluate events and circumstances, including a sustained decrease in our share price, and should any change, it could require further testing of the goodwill, which may result in an impairment of the BetterHelp reporting unit's goodwill.
On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, business combinations, goodwill and other intangible assets, income taxes, and other items. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting estimates and policies see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2025 Form 10-K.
Non-GAAP Financial Measures
To supplement our financial information presented in accordance with 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 ERP system. 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.
Condensed Consolidated Results of Operations
The following table sets forth our condensed consolidated statements of operations data for the three months ended March 31, 2026 and 2025 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data):
Three Months Ended
March 31,
2026 2025 Variance %
Revenue $ 613,845 $ 629,369 $ (15,524) (2) %
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 197,526 196,829 697 - %
Advertising and marketing 151,527 168,185 (16,658) (10) %
Sales 51,276 48,693 2,583 5 %
Technology and development 67,865 69,958 (2,093) (3) %
General and administrative 102,093 112,774 (10,681) (9) %
Goodwill impairment - 59,138 (59,138) (100) %
Acquisition, integration, and transformation costs 1,064 2,188 (1,124) (51) %
Restructuring costs 11,975 4,347 7,628 175 %
Amortization of intangible assets 89,826 84,304 5,522 7 %
Depreciation of property and equipment 2,461 3,564 (1,103) (31) %
Total costs and expenses 675,613 749,980 (74,367) (10) %
Loss from operations (61,768) (120,611) 58,843 (49) %
Interest income (6,490) (12,674) 6,184 (49) %
Interest expense 5,368 5,765 (397) (7) %
Other expense (income), net 196 (2,435) 2,631 (108) %
Loss before provision for income taxes (60,842) (111,267) 50,425 (45) %
Provision for income taxes 2,995 (18,255) 21,250 (116) %
Net loss $ (63,837) $ (93,012) $ 29,175 (31) %
Net loss per share, basic and diluted $ (0.36) $ (0.53) $ 0.17 (32) %
Adjusted EBITDA (1) $ 58,169 $ 58,093 $ 76 - %
(1)Non-GAAP Financial Measure
The following table reconciles net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended
March 31,
2026 2025
Net loss $ (63,837) $ (93,012)
Add:
Provision for income taxes 2,995 (18,255)
Other expense (income), net 196 (2,435)
Interest expense 5,368 5,765
Interest income (6,490) (12,674)
Depreciation of property and equipment 2,461 3,564
Amortization of intangible assets 89,826 84,304
Restructuring costs 11,975 4,347
Acquisition, integration, and transformation costs 1,064 2,188
Goodwill impairment - 59,138
Stock-based compensation 14,611 25,163
Adjusted EBITDA $ 58,169 $ 58,093
Integrated Care $ 56,277 $ 50,379
BetterHelp 1,892 7,714
Adjusted EBITDA $ 58,169 $ 58,093
Revenue.
The following table presents revenues disaggregated by revenue source and geography for the three months ended March 31, 2026 and 2025:
Three Months Ended
March 31,
(In thousands, unaudited) 2026 2025 Variance %
Revenue by Type
Access Fees $ 484,655 $ 525,736 $ (41,081) (8) %
Other 129,190 103,633 25,557 25 %
Total Revenue $ 613,845 $ 629,369 $ (15,524) (2) %
Revenue by Geography
U.S. $ 491,505 $ 524,970 $ (33,465) (6) %
International 122,340 104,399 17,941 17 %
Total Revenue $ 613,845 $ 629,369 $ (15,524) (2) %
Total revenue was $613.8 million for the three months ended March 31, 2026, compared to $629.4 million for the three months ended March 31, 2025, a decrease of $15.5 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 three months ended March 31, 2026 by approximately 3 percentage points. Other revenue predominately includes visit fees and, to a lesser extent, revenue from the sales of our telehealth solutions for hospitals and health systems.
Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below). Cost of revenue was flat at $197.5 million for the three months ended March 31, 2026, compared to $196.8 million for the three
months ended March 31, 2025. Comparatively higher labor costs and technology costs for the three months ended March 31, 2026 were offset by lower provider costs.
Advertising and Marketing Expenses. Advertising and marketing expenses were $151.5 million for the three months ended March 31, 2026, compared to $168.2 million for the three months ended March 31, 2025, a decrease of $16.7 million, or 10%. The decrease was driven mainly by lower digital and media advertising costs.
Sales Expenses. Sales expenses were $51.3 million for the three months ended March 31, 2026, compared to $48.7 million for the three months ended March 31, 2025, an increase of $2.6 million, or 5%. This increase reflects higher commissions, offset by lower employee compensation costs.
Technology and Development Expenses. Technology and development expenses were $67.9 million for the three months ended March 31, 2026, compared to $70.0 million for the three months ended March 31, 2025, a decrease of $2.1 million, or 3%. The decrease primarily reflects lower employee compensation costs and travel costs, partially offset by higher professional fees and dues and subscriptions.
For the three months ended March 31, 2026 and 2025, research and development costs, which exclude amounts reflected as capitalized software development costs, were $20.2 million and $22.9 million, respectively.
General and Administrative Expenses. General and administrative expenses decreased $10.7 million, or 9%, to $102.1 million for the three months ended March 31, 2026, compared to $112.8 million for the three months ended March 31, 2025. The decrease was primarily driven by lower employee compensation costs, professional fees, occupancy costs, and travel costs, partially offset by higher indirect taxes.
Goodwill Impairments. We did not record a non-cash goodwill impairment charge for the three months ended March 31, 2026. In the three months ended March 31, 2025, concurrent with the completion of the acquisition of Catapult Health, we performed a goodwill impairment test on the Integrated Care reporting unit and determined that the carrying value of the reporting unit exceeded its fair value. As a result, we recognized a goodwill impairment of $59.1 million associated with the acquisition of Catapult Health. 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 primarily consisted of costs to integrate and upgrade our ERP ecosystem and costs to integrate the operations of acquired businesses and were $1.1 million and $2.2 million for the three months ended March 31, 2026 and 2025, respectively.
Restructuring Costs. Restructuring costs for the three months ended March 31, 2026 were $12.0 million, of which $11.0 million was for employee transition, severance, employee benefits, and related costs and $1.0 million was related to costs associated with office space reductions, including $0.2 million of right-of-use asset impairment charges.
Restructuring costs for the three months ended March 31, 2025 were $4.3 million, of which $3.6 million was for employee transition, severance, employee benefits, and related costs and $0.7 million was related to costs associated with office space reductions, including $0.2 million of right-of-use asset impairment charges.
As a result of our review of the business to drive further efficiency, better align resources, and improve profitability, we continue to 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. 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):
Three Months Ended
March 31,
2026 2025 %
Amortization of acquired intangibles $ 51,751 $ 42,411 22%
Amortization of capitalized software development costs 38,075 41,893 (9)%
Amortization of intangible assets $ 89,826 $ 84,304 7%
Amortization of intangible assets was $89.8 million for the three months ended March 31, 2026, compared to $84.3 million for the three months ended March 31, 2025, an increase of $5.5 million, or 7%. The increase was primarily driven by higher amortization associated with the strategy to transition the remainder of our chronic condition management Clients and members to the Teladoc Health brand by December 31, 2026.
Depreciation of Property and Equipment. Depreciation of property and equipment was $2.5 million for the three months ended March 31, 2026, compared to $3.6 million for the three months ended March 31, 2025, a decrease of $1.1 million, or 31%.
Interest Income. Interest income consisted of interest earned on cash and cash equivalents. Interest income was $6.5 million for the three months ended March 31, 2026, compared to $12.7 million for the three months ended March 31, 2025. The decrease for the three months ended March 31, 2026 was driven by lower interest rate yields and a lower average balance of cash and cash equivalents.
Interest Expense. Interest expense consisted of interest costs and the amortization of debt discounts primarily associated with the convertible senior notes. Interest expense was $5.4 million for the three months ended March 31, 2026, compared to $5.8 million for the three months ended March 31, 2025. The decrease was driven by the maturation of previously outstanding notes in the prior year.
Other Expense (Income), net. Other expense (income), net was an expense of $0.2 million for the three months ended March 31, 2026, compared to an income of $2.4 million for the three months ended March 31, 2025. The change primarily reflects the impact of foreign currency exchange rate fluctuations.
Provision for Income Taxes. We recorded an income tax expense of $3.0 million for the three months ended March 31, 2026 compared to an income tax benefit of $18.3 million for the three months ended March 31, 2025. The tax expense for the three months ended March 31, 2026 resulted primarily from an increase in the valuation allowance. The tax benefit in 2025 resulted primarily from a discrete benefit of $20.1 million related to completion of a research and development tax credit study.
Segment Information
The following tables set forth the results of operations by segment for the three months ended March 31, 2026 and 2025 (dollars in thousands):
Three Months Ended
March 31,
Integrated Care 2026 2025 Variance %
Revenue $ 395,445 $ 389,468 $ 5,977 2 %
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 135,873 131,008 4,865 4 %
Advertising and marketing, exclusive of stock-based compensation 33,914 33,710 204 1 %
Other segment expenses (1) 169,381 174,371 (4,990) (3) %
Adjusted EBITDA $ 56,277 $ 50,379 $ 5,898 12 %
Adjusted EBITDA Margin % 14.2% 12.9%
(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 $6.0 million, or 2%, to $395.4 million for the three months ended March 31, 2026. The acquisitions of Catapult Health and Telecare increased Integrated Care total revenue for the three months ended March 31, 2026 by approximately 2 percentage points.
Integrated Care cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, increased by $4.9 million, or 4%, to $135.9 million for the three months ended March 31, 2026. The increase was primarily driven by higher labor and provider costs.
Integrated Care advertising and marketing, exclusive of stock-based compensation, increased by $0.2 million, or 1%, to $33.9 million for the three months ended March 31, 2026, primarily reflecting higher digital and media advertising costs and professional fees, partially offset by lower employee compensation costs.
Integrated Care other segment expenses decreased by $5.0 million to $169.4 million for the three months ended March 31, 2026. The decrease was primarily driven by lower employee compensation costs, legal costs, professional fees, and infrastructure, hosting and software license costs, partially offset by higher commissions and indirect taxes.
Three Months Ended
March 31,
BetterHelp 2026 2025 Variance %
Consumer and Other $ 205,463 $ 239,901 $ (34,438) (14) %
Insurance Covered Services 12,937 - 12,937 n/a
Total Revenue 218,400 239,901 (21,501) (9) %
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 61,305 65,248 (3,943) (6) %
Advertising and marketing, exclusive of stock-based compensation 116,752 132,972 (16,220) (12) %
Other segment expenses (1) 38,451 33,967 4,484 13 %
Adjusted EBITDA $ 1,892 $ 7,714 $ (5,822) (75) %
Adjusted EBITDA Margin % 0.9 % 3.2%
n/a - not applicable
(1)Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
BetterHelp total revenue decreased by $21.5 million, or 9%, to $218.4 million for the three months ended March 31, 2026, driven by a 9% decrease in average monthly paying users. The acquisition of Uplift increased BetterHelp total
revenue by approximately 6 percentage points. Within BetterHelp, Consumer and Other primarily includes revenue from BetterHelp Paying Users that pay for services directly out-of-pocket while Insurance Covered Services reflects revenue from BetterHelp Paying Users that utilize insurance coverage to pay for services, which includes any copayments.
BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, decreased by $3.9 million, or 6%, to $61.3 million for the three months ended March 31, 2026. The decrease was primarily driven by lower therapist costs.
BetterHelp advertising and marketing, exclusive of stock-based compensation, decreased by $16.2 million, or 12%, to $116.8 million for the three months ended March 31, 2026, primarily reflecting lower spending on digital and media advertising.
BetterHelp other segment expenses increased by $4.5 million, or 13%, to $38.5 million for the three months ended March 31, 2026. The increase was primarily driven by higher employee compensation costs and professional fees.
Liquidity and Capital Resources
The following table presents a summary of our cash flow activity for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended
March 31,
Consolidated Statements of Cash Flows - Summary 2026 2025
Net cash provided by operating activities $ 9,516 $ 15,919
Net cash used in investing activities (36,522) (123,268)
Net cash (used in) provided by financing activities (2,449) 769
Effect of foreign currency exchange rate changes (891) 1,585
Total decrease in cash and cash equivalents $ (30,346) $ (104,995)
Our principal source of liquidity is cash generated by our operations together with our cash and cash equivalents on hand, which totaled $750.7 million as of March 31, 2026. Additionally, we entered into the five-year, $300.0 million , Revolving Credit Facility on July 17, 2025 to preserve and enhance our financial and operational flexibility. We do not, however, currently anticipate borrowing any amounts under the facility. See Note 10. "Debt" to the condensed consolidated financial statements for additional information on the Revolving Credit Facility.
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.
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 March 31, 2026.
In addition, from time to time, we may evaluate and pursue strategic transactions, including acquisitions or dispositions. The timing, size, scope, and structure of any such transactions are inherently uncertain, and we cannot predict whether any transaction will be pursued or consummated. Any strategic transaction we pursue may involve substantial cash expenditures, indebtedness, equity issuance, contingent consideration, or other financing arrangements, as well as transaction costs. Dispositions could reduce future revenues and cash flows associated with the disposed assets and may result in gains or losses on sale, impairment charges, or other accounting impacts. As a result, our future liquidity needs,
capital resources, and results of operations could be affected by transaction-related activities, even if a contemplated transaction is not ultimately completed.
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. Net cash provided by operating activities was $9.5 million for the three months ended March 31, 2026 compared to net cash provided by operating activities of $15.9 million for the three months ended March 31, 2025. The decrease primarily relates to the payment of annual bonuses during the first three months of the year.
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 $36.5 million for the three months ended March 31, 2026, and $123.3 million for the three months ended March 31, 2025. Cash payments for capitalized software development costs was higher by $4.2 million during the three months ended March 31, 2026 compared to the prior year. During the three months ended March 31, 2025, we paid $64.6 million, net of cash acquired, to purchase Catapult Health and paid $27.0 million to acquire the securities of a private company.
Cash from Financing Activities
Cash used in financing activities for the three months ended March 31, 2026 was $2.4 million compared to cash provided by financing activities of $0.8 million for the three months ended March 31, 2025. During the three months ended March 31, 2026, $2.8 million was paid for the outstanding contingent consideration related to the acquisition of Catapult Health.
Free Cash Flow
The following is a reconciliation of net cash provided by operating activities to free cash flow (in thousands, unaudited):
Three Months Ended
March 31,
2026 2025
Net cash provided by operating activities $ 9,516 $ 15,919
Capital expenditures (1,660) (2,726)
Capitalized software development costs (34,162) (28,859)
Free Cash Flow $ (26,306) $ (15,666)
Free cash flow was an outflow of $26.3 million for the three months ended March 31, 2026, compared to an outflow of $15.7 million for the three months ended March 31, 2025.
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