Good afternoon. And welcome to Teladoc's Third Quarter 2016 Earnings Conference Call and Webcast. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] It is now my pleasure to turn the floor over to Adam Vandervoort, Chief Legal Officer. You may begin.

Thank you and good afternoon. I'm Adam Vandervoort, Teladoc's Chief Legal Officer. Teladoc intends to avail itself of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Certain statements made during this call will be forward-looking statements, within the meaning of that law. These forward-looking statements are subject to risks, uncertainties and other factors that could cause Teladoc's actual results to differ materially from those expressed or implied by the forward-looking statements. For additional information on the risks facing Teladoc, please refer to our filings with the SEC. I'll now turn the call over to Jason Gorevic, President and Chief Executive Officer of Teladoc. Jason?

Thanks Adam. Welcome everyone on the call and thank you for joining us this afternoon to review our third quarter 2016 results. This is another strong quarter for Teladoc where we saw continued momentum in the business with revenue of $32.4 million, an increase of 62% compared to a year ago, partially reflecting the acquisition of HealthiestYou, which as a reminder closed on July 1st. Membership of 17.1 million members, an increase of 35% and visits of over 202,000 visits this quarter, an increase of 73%, and finally adjusted EBIT a loss of $9.3 million compared to a loss of $10.4 million in the same period last year. Our offerings including behavioral health showed solid results in the quarter, with small business markets, health plans, large employers, as well as the provider market, all meeting or exceeding our expectations. During our call today, I'd like to focus on four primary areas; one, a progress report on the integration of HealthiestYou; two, an update on our success in the provider market; three, a discussion of our exciting new collaboration with AARP; and four, an update on the selling season. The third quarter represents our first full quarter with HealthiestYou, so I want to start by discussing our integration progress and the contributions we're seeing so far. Each of our four previous acquisitions strengthened our position in different segments of the emerging telemedicine market and HealthiestYou was no exception. The acquisition of HealthiestYou broadened our exposure and deepened our relationships within the small business market, which as we mentioned on our previous calls is the fastest growing market in terms of telemedicine adoption. This represents another significant opportunity for us with approximately 50% of U.S. employees falling into the small business category. As of today, we have successfully integrated HealthiestYou into the…

Thanks Jason. I'm excited to enhance the company's next phase of growth and deliver on our shared aspirations about performance. Turning to the quarter, we recorded total revenue of $32.4 million, representing a 62% increase year-over-year. Excluding HealthiestYou revenue, we grew 35% over the same period last year. Subscription access fees accounted for $27.8 million or growth of 63% year-over-year and comprising 86% of our total revenue this quarter. Increased subscription fees reflect the addition of nearly 4.5 million new members in the year-over-year period. Total membership today standard 17.1 million members compared to 12.6 million members that we had in the same period last year, that's growth of 35% year-over-year. I'm please that 90% of our membership growth was organic. As we mentioned on our call last quarter, we anticipate seeing continued strength in our PEPM numbers and this quarter was no exception. Our average PEPM fee for the third quarter grew to $0.55, up sequentially from $0.47 and up and $0.44 on the year-over-year basis. This increase was driven primarily by the inclusion of HealthiestYou and product mix. As a reminder PEPM fees from our small and mid-sized employers generate the highest PMPM fees. Turning to the other component of our revenue, visit fees grew by 55% year-over-year and accounted for $4.6 million or 14% of total revenue. All of our revenue growth from visit fees was organic. We recorded over 202,000 visits in the third quarter, an increase of 73% over the same period last year. As a reminder, visit volume tends to be seasonally lower in the second and third calendar quarters. Our annualized utilization rate for all members grew to 4.8% in the third quarter compared to 3.7% in the same period last year. Of those approximately 202,000 visits in the third quarter, paid visits…

Thanks Mark. Ultimately, I am very pleased with our teams efforts and the results we've seen so far in 2016. The third quarter is very strong and we’re working hard to finish the year with a similar outcome. We’re very well-capitalized and remain on track to achieve adjusted EBITDA breakeven by the end of 2017. I'm looking forward to continue momentum as we head into 2017. We expect to provide our latest views of 2017 guidance in early January. And with that, I think will now open the line for questions. Operator?

[Operator Instructions] Our first question comes from Nina Deka with Piper Jaffray. Your line is open.

Hey, guys. Congrats on a good quarter. Could you elaborate a little bit on the health population that you are currently signed out here in Q2. And maybe some metric run, how penetrated you are in that market and what potential trajectory of expanding into other United market and also within your existing customer base that’s be few platform.

Yeah, absolutely. Thanks, Nina. Appreciate the question. So we added 200,000 members from the that United student business. This is there business that focuses on University students. We are at the early stages of penetrating that book of business which numbers well over 1 million members and we see this as continuing to prove the value of the Teladoc platform which we done now in their small group market in their GPA which is their UMR business and then their student business. And so you we continue to expand our penetration across various segments of their business prove the value prove the increase utilization that they see from the Teladoc platform with the ultimate goal of course -- by of going after the large chunk of their UHC core insured business. But we expected that’s going to take some time. I don’t want to set expectations that that's going to happened immediately although we continue to see good results in good utilization from the areas of their business that that we serve. And I would say on the relationship side of the business or the United relationship it's very strong. So we continue to have very, very good strategic discussions about expansion into their book and the I would say the value of the HealthiestYou platform and the value of the Teladoc platform has been well acknowledged and very appreciated by the management team at United.

Great. That helped. And just one more on the new deal that you’ve had behavioral into the existing client base, you said you’ve landed some large accounts. Are they utilizing the texting option or is this more of the visits like your general medicines type visits, or those?

So it's the ladder. Our text story oriented behavioral health business is really focused on the direct to consumer market. We have not yet released that into our B2B business, rather we see very strong uptake from both employers and health plans of live visits with a behavioral health professionals whether that's a psychiatrist or psychologist or a masters level social worker and we’re seeing good penetration across really all of the commercial segments as well as some of the government programs for that business.

Great. Thanks. Very helpful.

Absolutely.

Our next question comes from Ryan Daniels with William Blair. Your line is open.

Hi. This is actually Nick Hiller in for Ryan Daniels. Thanks for taking my questions. I appreciate the color that you gave in the prepared remarks on the HealthiestYou integration. I was just wondering if you could maybe expand a little on first on your ability or progress in transitioning the telehealth consultations over to Teladoc's doctors. And then, second if you've seen the level of interest in your small employer base in HealthiestYou's capabilities absolutely.

Yeah, absolutely. So as you might recall on the day that we closed we transitioned the HealthiestYou telehealth service delivery from their prior service provider over to the Teladoc platform. We did that literally overnight it increased our telehealth visit volume by about 8% or so and we are able to do that without adding a single employee without adding a single doctor to our network and without adding any cost to our system. So that was a pure lift and shift overnight, and in fact, we cut the response time for their members in half by doing that. So we had great receptivity by the HealthiestYou client base and we were very, very pleased with the results of that. With respect to the Teladoc client base and the Teladoc brokers prior to -- we had prior to the acquisitions we’re seeing extremely, extremely strong receptivity and excitement about the HealthiestYou platform. In the September timeframe we trained our entire sales force on the HealthiestYou product, and in fact, were seeing very, very strong sales across our entire sales force of the HealthiestYou product into the smaller end of the market. So we’re seeing very, very strong results from the Teladoc existing clients the Teladoc brokers and of course continued expansion of our distribution channel into that small end of the employer market.

Okay. Thanks for the color. Is there any way to parse out the impact on the PEPMC [ph] this quarter from HealthiestYou? And then do you still see that growing to around 30 million in 2017 sales?

The PEPM remained essentially flat quarter over quarter around $0.47 between Q2 and Q3 that was obviously up from the $0.44 in Q3 15 so the overall Q3 $0.55 increase was due principally to the impact of the HealthiestYou revenues. Again those are the very high PEPMs averaging at 6 to 7 times the rate of the traditional Teladoc business. I think based on our exit rates based on the sales that were seeing coming through that channel today we’re very comfortable with our projections for the contribution from that line of business for 2017.

Okay, great. Thanks and contracts on the quarter.

Thank you.

Our next question comes from Jamie Stockton with Wells Fargo. Your line is open.

Hi, guys, sorry. I guess maybe, first, the ARP deal Jason can you just walk me through how that’s going to be marketed by them and you know may be the economic model that you guys will see?

Sure Jamie. Let me start with the rationale for that initiative. There are 40 -- about 40 million or so caregivers in the United States and spend an average of 24 hours a week caring for their aging a loved ones and about 65% of those live more than 20 minutes from their patient. So, this is an issue not only for the aging population and their sort of the sandwich generation children, but also it's now an issue for employers. So, what we've -- the research shows that about two-thirds of caregivers arrive late or leave early from work and about one in eight of them have to take a leave of absence because of the needs of their aging parents. So, we piloted this initiative over the summer with AARP in a captive group of caregivers that AARP works with and the response to this was extremely positive. And AARP has done a survey of caregivers and found that 80% said they were likely to try a telehealth visit. So, we're working with them. AARP Services has put together a bundle marketed through the care connections website, focused on the caregiver market and we're the exclusive telehealth provider into that market. So, they've already launched. They are doing a multimedia marketing campaign. They are responsible for taking on the marketing. And so for us we essentially have no cost of customer acquisition. As a result, this is a visit fee-oriented model, right. So, you'll see the benefit of this over time as our visits increase and as our visit fees increase. We've also talked with them and we haven't launched yet, but the majority of caregivers report feeling stress and anxiety because of being put in this situation. And so we believe that there's also an opportunity for us to bring our behavioral health products to bear for that market. On the other side of the marketing effort, we will be marketing this product into our employers for some of the reasons that I cited as well as some of our Medicare advantage populations. And we're actually -- we now have our first pilot client signed on and we're in the process of launching those first pilot clients. But we expect that this will roll out across our book of business as a capability that's an integral part of our offering over the course of 2017 and into the early part of 2018.

Okay. And then maybe this is kind of the question on AARP relationship within more broad-based, well, I think maybe in at this last quarter, but I'm interested in update. One of the things that seem like it was really unique about the HealthiestYou platform was all of the functionality around the telehealth service that kind of came with their platform. I'm interested if there's been any kind of evolution and how you guys are thinking about your platform and how it's delivered. Are you going to kind of enhance some of the other solutions around it to make it stickier? And is there an opportunity you -- may be specifically we know with AARP where you could do that that would potentially make utilization of it stronger by these elderly people who'd seem to be huge consumers of healthcare.

Yes. So, a great question. In fact, I just saw a demo from our technology team that serve a proof-of-concept of integrating one of the HealthiestYou tools into the Teladoc App. So, that we've done now a proof-of-concept on importing those tools in order to broaden the suite of services that can be offered to Teladoc members. Now, I'd caution you that we still in the large end of the market see employers who are buying point solutions around a lot of the tools that HealthiestYou offers. Of course, in the small end of the market, those employers don't have access to a way, which is part of the reason that HealthiestYou is so attractive to that market. But we've now done the proof-of-concept I think over the course of 2017 you'll see us add an additional capabilities, taking advantage of those tools and the greater engagement that HealthiestYou has gotten. Now, I think you're exactly right that that suite of tools and others will be valuable to the aging population and the caregiver population, especially when I think about things like drug pricing tools, where to find the lowest priced drug in the local area, or how to find generic alternatives. Things like that are clearly of high value to the senior population. So, I'm optimistic about being able to add those into the capability step that we bring to that relationship.

Okay, that's great. Thank you.

Thanks Jamie.

Our next question comes from Mohan Naidu with Oppenheimer. Your line is open.

Good afternoon. This is [Indiscernible] on for Mohan. Thanks for taking my question. Wondering if you guys could update us on the timing of the two large plan clients you mentioned last quarter had delayed their [Indiscernible] lives and to January of 2017?

Yes, sure. Those are on-track for January 2017 launch as we communicated on the last call. We see no slippage from that and you know we were disappointed that they didn't launch in 2016, but are very confident in their launch January of 2017.

Great. Thanks. And then I don't know if you share any updates on the legal situation with the Texas Medical Board?

Sure, happy to. So, first of all, let me make sure that you're clear on what happened from a process perspective. After the Federal District Court, Austin ruled in our favor in May of 2015, the Texas Medical Board filed a motion to dismiss the case claiming that the TMB's immune from antitrust law because it's part of the State of Texas as the state agency. In December of 2015, the District Court denied the TMB's motion. They ruled in our favor and the TMB then appealed that denial to the Fifth Circuit Court of Appeals in New Orleans. We went through a full briefing process where both parties briefed the appeal and we had 13 outside parties file amicus briefs on our behalf, supporting our position, including the FTC, the U.S. Department of Justice, the Cato Institute, a group of 55 leading antitrust law professors and a bunch of other parties. On October 17, the TMB notified us that it was going to voluntarily withdraw its appeal. This is a very, very unusual circumstance and the only reason that we can figure is that the TMB concluded that the Fifth Circuit was likely to rule against it and wanted to avoid a ninth loss in Court to Teladoc. The underlying trial case will continue and will now resume with a scheduling conference before the Federal District Court in Austin and since that case has been delayed, while the TMB's appeal was occurring, we're likely still more than a year away from any trial, which we remain, of course, confident that we'll win. Our position has always been that we'd like to settle this dispute. And perhaps with the recent change in leadership at the TMB, we'll see some movement in that direction. We're also very hopeful that the Texas Legislature will take up the issue of telemedicine during the upcoming 2017 legislative session and that a law will get enacted that resolve this once and for all in our favor and, of course, that would mute the legal case.

That's helpful. Thanks Jason.

Yes, absolutely.

Our next question comes from George Hill with Deutsche Bank. Your line is open.

Hi, it's actually Stephen Hagan on for George Hill. Just looking at -- looking for an update on what you've seen in the selling season so far? How is the PEPM pricing environment compared to what you're expecting?

Yes. So, as I said the selling season has been very strong and it's -- we're significantly ahead of where we were at this time last year with respect to the development of the pipeline. The PMPMs have also remained strong. I would say generally the financial arrangements are strong. In some cases, we've gotten -- we've tried to be flexible with our clients in putting together arrangements that are mutually beneficial for the two organizations, but the overall economics remain favorable to us. And I think that's really reflective of what we talked about before which is in improving competitive landscape for us. The -- this time last year, we were facing two parties who were -- really one party who was very loudly talking about the elimination of the PMPM model and going to market without a per-Member per month fee. And another one who was willing to reduce pricing. We've seen actually improvement across the Board in the market -- the pricing in the market and I think part of that is reflected in our north of 95% retention rate that we see going into the end of this year. So, we're significantly ahead of last year both in the pipeline development as well as the retention rate. And I think that that puts us in a very good position.

Great. That's helpful. Thanks.

Our next question comes from Charles Rhyee with Cowen and Company. Your line is open.

James [Indiscernible] for Charles. Hi, thanks for taking my question. My first question is can you expand on how you reduced exposures to certain advertisers that had an adverse impact on last quarter's number? And also is this reduction in exposures going forward?

Yes. We had addressed the issue of our concentration of advertising dollars on two specific sites, principally Facebook and Google. And quite frankly we changed our allocation of dollars not only between those two sites, but we found some other far more attractive sites from an ROI perspective. We came back to the expected numbers that we had intended to produce in Q2 and exiting Q3, we're right on track. So, for us, it was truly a blip. We were able to refocus and the new strategy that we've put in place keeps our revenue expectations for that line of business between $11 million and $12 million. And we still envisioned a 50% plus growth from that product in 2017. We're confident that what we projected as far as the costs of those advertising spots will remain high and that's what we've built into our model. So, we're tracking right along where we expected to be after making those early 3Q adjustments.

Great. Thank you. And also can you about your pipeline payer opportunity?

Sure. So, I would say that payer market is we see a number of payers who were in process with -- we have several who are going live in the first part of 2017. We're seeing very good activity in the managed Medicaid market and I'm optimistic about that. A lot of those are regional players who are probably anywhere from about 50,000 up to 1 million members in a local geographic region. The -- we're also doing very well, of course, with our existing clients or existing pair clients and expanding our relationships there and we see expanding membership in several of our very large payers, which will contribute well to -- not only which will contribute well to our membership growth and financials for next year, but I think also is a very strong endorsement of the value that we're bringing to our payers. You'll see us with some of our payers more than double our membership year-over-year because of the value that we're bringing and I think because of the recognition among the payers that I telehealth is now part of the fabric of the healthcare delivery system as opposed to a new solution that's on the fringe.

Great. Thank you.

Absolutely.

There are no further questions at this time. This concludes the teleconference.