Good afternoon and welcome to Amwell Fourth Quarter and Full Year 2021 Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. Leading today's call are Dr. Ido Schoenberg, Chairman and Chief Executive Officer; and Robert Shepardson, Chief Financial Officer. Ido and Robert will offer their prepared remarks and then they will take your questions. The Amwell press release and webcast link are available on the Investor Relations section of Amwell's website. Please note that we will be discussing certain non-GAAP financial measures that we believe are important in evaluating Amwell's performance. Details on the relationship between these non-GAAP measures to the most comparable GAAP measures and reconciliation thereof can be found in the press release that is posted on our website. Also, please note that certain statements made during this call will be forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the results for Amwell to differ materially from those expressed or implied in this call. And now, I would like to turn the call over to Ido Schoenberg, CEO of Amwell. Ido?

Thanks, operator, and welcome everyone. On today's call I'll start by reviewing some highlights of the quarter and the full year, then I'll take a moment to discuss the market for our solution and anticipated drivers of our growth. I conclude my remarks with a review of our strategic priorities for 2022. Bob will then review some key metrics, our financial results in our guidance. Then we'll open to discussion for your questions. At Amwell, our mission is clear: to define the fundamental infrastructure that connects providers, payers, patients, and innovators, and enable them to deliver on the promise of greater access to affordable high-quality care. We are transforming care delivery from in-office to integrated in-person, virtual, and ultimate modalities. Much like Amazon assembled the distribution framework for sellers and buyers to find one another, Amwell's Converge solution equips providers, patients, and the industry that supports them, with the tools to realize a better healthcare experience. Q4 was a great quarter that advanced our progress in many ways and returned the page to Converge. Our teams are executing well in the market for our solution which is strong. I'd like to take a moment to recap a few highlights of the quarter. First, we're making good progress on our development and deployment of Converge. With a substantial part of our platform delivered in live deployments, our R&D efforts are now focused on bringing Converge over the finish line with several remaining models, recurring high demand from our customers and prospects. Second, underscoring this progress, during Q4 Converge received major new industry recognition. Gartner ranked Converge at the top of their recent review. Converge also received recognition from Chilmark Research, the MIT Leadership Council, and was also named Best New Application in Telehealth by UCSF Health Awards. We are honored by this amount of favorable responses to Converge and Amwell as a leader and innovator in our space. And with Converge, we've registered largely looking at books in Q4 that are indicative of new clients' receptivity to our new platform. We expect this strong momentum should continue to build as Converge functionalities compete, and as we work to continue to bring in large new healthcare payers and systems on Converge and add modules for existing customers. Turning to some of our newer issues, we are well underway with integration of newly acquired Conversa and SilverCloud, which advanced our approach to long-term longitudinal care in high-margin revenue mix over time. With Conversa, we ended 2021 with 179 automated virtual care programs designed to remotely manage patients on behalf of leading healthcare organizations across the country, with some notable Q4 wins, including expansions with our legacy and Converge health system customers. These programs are enhancing patient access and experience while improving outcomes. Automated programs help providers to identify patients who need more support and reduce burnout among frontline workers by offloading some of their workloads. We are also building momentum with SilverCloud, our digital mental health delivery module. During Q4, we won several large health systems booking for SilverCloud. SilverCloud is also a success in international markets where we recently won a strategic contract in the UK, providing nationwide behavioral health services to over 3 million residents. Now I'd like to shift to some highlights from our services team. Our services team is currently busy converting existing health system customers from our legacy platforms to Converge. As we look to describe our progress, we believe visits on Converge are the most meaningful metric of progress in converting our business to the new platform. We ended Q4 with about 10% of our visits on Converge and it is our goal to significantly increase that metric during 2022. In addition to these successful migrations, we are seeing growing engagement across all our products. Our EHR integrated solutions are a big driver of our number of active providers, which grew 26% over a year ago. The number of visits per patient grew a healthy 14% over a year ago, something that we view as indicative of sustained adoption among patients. To wrap up Q4 highlights, I want to add that I'm proud of how our teams are executing, putting in place the crucial elements of our solution, learning new names, driving engagement, and executing towards our mission to define the fundamental infrastructure, enabling the future of healthcare delivery. Next, I'd like to spend some time briefly reviewing what you're seeing in the market for our solution. It is now well accepted that the different dynamics dramatically accelerated telehealth adoption. It is also clear that with this acceleration, urgent care visits have been commoditized. Providers, payers, and innovators are now seeking to realize the much broader potential of hybrid care and are facing significant challenges. These include complicated and confusing rules and regulations, difficulty to simply and practically implement and integrate sophisticated workflows, disparity of point solutions and portals, and fragmented non-integrated communication and payment systems. Our conversations with our customers are indicating that the market is primed for a more complete unified solution for digital health delivery, one that requires a true partner to define and implement the digital health strategy. At Amwell, we are defining a distribution enablement platform for healthcare that addresses many challenges that the industry requires. It's not just about the virtual visit; it extends care beyond telehealth to a digital care continuum. More than connecting providers and patients for video visits, we are creating and managing the logistics to support the emerging hybrid care delivery model. We are delivering on that vision with Converge. For example, the provider network using Converge at the heart of their IT infrastructure will be able to significantly increase the reach and impact of their providers by optimizing the use of physical, virtual, and automated interventions. Payers will be able to share insights from gaps in care and empower providers to address these important gaps. Patients will be continuously connected to their healthcare system and enjoy the convenience and efficiency of a Digital First healthcare experience. All of this means a powerful impact on clinical and financial outcomes benefiting all segments. In addition, ongoing rapid innovation requires a modular infrastructure that unifies a fragmented landscape and future-proofs providers and payers supporting their ability to adopt new functionality. Innovation is on the rise and Converge will be the infrastructure to help health systems prioritize and embed all those solutions into a harmonized ecosystem. An ecosystem which streamlines the exchange of data, services, and capabilities underpinning a truly hybrid multimodal solution, including natural language processing, as well as AI and analytics, that are moving from the sidelines to center stage. With Converge, we are expanding well beyond traditional telehealth. It's a transformational vision, defining a new digital care delivery system that empowers providers and offers meaningful new ways for patients to receive healthcare. We are addressing a growing TAM with a more complete solution set and the market is taking notice. Now I'd like to take a moment to highlight a couple of our key priorities for the coming year, which are aligned behind our overall mission and our goal of achieving sustainable high-margin revenue growth. We will complete the build-out of Converge. We'll make the final investments that will complete this distribution system and enable a digital transformation that extends beyond the traditional care model. This final effort is essential for Converge features in high demand by large providers and payers, including on-demand and white-label enablement capabilities. With Converge nearly complete, the major focus for us in 2022 will be to migrate existing customers to the platform and drive sales with new customers. We will also strive to demonstrate the modularity and flexibility of our solution by helping our customers expand the use of our solution and adopt new innovative elements of hybrid digital care. With some of our largest new Converge customers, we are building out infrastructure elements that will be applied broadly to the market and set the standard for best practice in digital healthcare delivery, accelerating our ability to deploy our solution in the future. Finally, our customer footprint and mindshare gives us a unique point of view at the forefront of the digital health landscape. SilverCloud and Conversa are great examples of carefully chosen investments that allow us to leverage Converge to deliver crucial elements of longitudinal care to our customers and their patients. What if the future enemy is not needed for us to achieve our goals? Our strong balance sheet and promising financial model enable us to invest internally and externally for growth and to further differentiate our solution. With these top priorities in focus, we believe that we are well positioned to add new customers, expand within our install base, grow the mix of our high-margin revenue, and overtime demonstrate the potential of a long-term operating model. Now, I would like to turn the call over to Rob to cover our Q4 financials and some key metrics on the quarter plus our guidance for 2022 and path to profitability. Bob?

Thank you, Ido, and thanks everyone for joining the call this evening. Today, I'm going to touch on some key operating metrics from 2021, run through our fourth quarter results, provide our initial outlook for 2022, and conclude my comments by sharing our view on Amwell's path to profitability framework. First, I would like to review a few key metrics and try to put those in context. Active providers on our platform, specifically non-AMG active providers, is one measure of platform adoption among our customers. We ended the quarter with over 91,000 active providers, 88,000 of which were non-AMG that's relative to 76,000 in third quarter of '21 and 68,000 in 4Q '20 for growth of 16% in the quarter and 30% for the year. Turning to visits as a further measure of the continued acceptance of virtual care, we saw healthy total visits of 5.8 million in 2021, which rivaled 2020, a time when many care facilities were closed and virtual care was a pandemic must-have. In 2021, virtual visits became more ingrained as a standard of care. Scheduled visits increased 30% over 2020 and grew to 70% of our total visit volume. Specialty visits inclusive of behavioral, which I view as an important part of our long-term strategy towards more longitudinal care, grew almost 50% versus 2020. AMG visits declined about 10% in 2021 and were 1.4 million. Average annual contract value or ACV is a good indicator of the value we are delivering to our customers and the success of our land-and-expand strategy. In a real bright spot for the quarter, health plan ACV increased 18% to $723,000 in 2021 compared to 2020. ACV for health systems saw a more modest increase from $334,000 to $356,000 as we expected during this time of Converge transition. Also as expected, average customer counts across both health plans and health systems were relatively flat at year-end. We expect both ACV and customer accounts, especially for health systems, to reaccelerate in the second half of the year, once the full features and functionality of Converge are broadly available in the market, and recent customer bookings are implemented and go live. We exited 2021 with 49 customers on the Converge platform, primarily on Amwell now as our entry-level experience for patients and providers. We also have several customers deployed on Converge EHR, which integrates scheduled visits, a key feature of our platform. A metric we would like to highlight today that we think demonstrates our progress in customer migration is that approximately 10% of our visits were taking place on Converge at year-end. We expect that percentage to rise significantly over the course of 2022 with health systems leading the way. And now on to Q4 results. Total revenue was $72.7 million for the quarter reflecting growth of 20% over Q4 of last year, normalizing for M&A driven churn in our customer base, which we have discussed in prior calls, growth versus 4Q '20 was 24%. The components of revenue are as follows. Subscription revenue grew 14% to $30.1 million in Q4, compared to Q4 of 2020. Again, normalizing for M&A driven churn, growth versus 4Q '20 was 22%. Subscription revenue in Q4 increased versus Q3 to 21%, primarily due to several go-lives in late third quarter and fourth quarter, as well as a small amount of revenue from Conversa and SilverCloud. Visit revenue continues to be influenced by the pace of the pandemic. For example, visit revenue of $31.2 million grew 19% and AMG visits in the quarter at 392,000 were up 10% versus last year, reflecting a rise in urgent care visits in Q4 due to the Omicron variants. Average revenue per visit was $80 for the quarter, up from $74 a year ago in 4Q, but lower than in prior quarters of 21. Our AMG business is an important differentiator in the market and critical to many of our clients, and we view the offering as a supporting element of our Converge strategy. As we have said previously, our primary focus going forward is to drive high-margin recurring revenue associated with sales of the Converge platform plus the growing number of modules and services like AMG. Our services and care points revenue grew 45% to $11.4 million with this strength being driven by the timing of marketing engagement campaigns on behalf of our customers. As a reminder, these programs are dependent on our clients' marketing campaign strategies and are variable. These two aspects of our business have remained stable over time and provide us great visibility and a loyal customer footprint. Largely due to the revenue contribution of our services and gross points business, gross margin was 350 basis points lower than 40%. In general, we believe as we ramp up Conversa deployments, the shift toward higher margin revenue will lift gross margins. Turning to operating expenses and in support of our Converge strategy, we ramped R&D spending in Q4 to $33.8 million from an average of approximately $25 million per quarter over the last year. Also contributing to the increase is that Q4 was our first full quarter consolidating the spending of SilverCloud and Conversa. Sales and marketing spending also increased in Q4 to $21.3 million, mainly due to increases attributable to the acquisitions. We expect R&D to continue to increase in the first half of 22, as Converge spending then begins to decline during the back half. Finally, I have a few comments on our EBITDA profitability as we prioritize the investments in Converge and absorb costs associated with the Q4 silver Cloud and Conversa; our adjusted EBIT was impacted and in Q4 represented a loss of $41.1 million. This is up about $5.7 million compared to Q4 of 20. We view this rate of losses as temporary and important strategically. Transitioning to the balance sheet, we ended the quarter with $746 million in cash and short-term investments. Our balance sheet is healthy and provides us the resources to fund this temporary period of investing and allows us the flexibility to consider and pursue strategic opportunities that are aligned with our goals. Turning now to our 2022 outlook. For the full year 2022, we expect revenue to be in the range of $275 million to $285 million. We expect a modest bump in subscription revenue, roughly flat subscription revenue from core Amwell products, as we continue to focus on our migration to Converge, plus upside subscription revenue contributions from our automated care and behavioral health programs through SilverCloud and Conversa consistent with our commentary at the time of these acquisitions. We also are taking a conservative view on visits with paid volume expected to be largely flat over 2021 at around 1.4 million to 1.5 million visits. We expect care points and services to remain stable at 10% of revenue and we anticipate revenue seasonality, similar to prior years. Our revenue outlook reflects some previously described impacts on our 2021 bookings, including delays by some health systems who have chosen Amwell but are waiting for the completion of Converge in order to go live on that platform, and some who were prioritizing COVID-related challenges over adding new features to their existing infrastructure or transitioning to a new software platform. These are timing issues, and we believe the healthy Q4 bookings Ido talked about earlier will begin to convert to revenue in the second half of 2022. Combined with Converge bookings accelerating in the second half, we should exit the year set up for a strong 2023. Now onto our guidance on profitability. For the full year 2022, we expect our EBITDA loss will be in the range of $190 million to $200 million. Underlying our profitability outlook are three strategic investments we are making, which are temporary in nature and will set us up for significant success going forward. First, are the elevated Converge related R&D investments as well as the cost of maintaining the legacy AML platform during the transition. Second, is a somewhat higher level of service spend, we plan on to ensure customer migrations to Converge go seamlessly and pave the way for future success. Finally, there's the impact of consolidating the losses associated with our acquisitions. Importantly, we believe we will contain all of these impacts to 2022 and as we put this period of investment behind us, we will be positioned nicely for future profitable growth. The rest of our GAAP and non-GAAP guidance can be found in our press release. Now that I've completed my first quarter as Amwell CFO, I'm more pleased than ever to be here as we turn the page from telehealth to healthcare delivery infrastructure, from our legacy platform to Converge. I would like to take this time of transition as we begin the year to make some additional commentary about our longer-range view of our income statement. This quarter, we are providing a new graphic at the end of the earnings release intended to illustrate our path to profitability framework. I'd like briefly to summarize and we will welcome your questions after you've had time to take in the details. Our model assumes three temporary impacts to EBITDA that we just described. These items lowered our adjusted EBITDA margin by about 10 percentage points in 2021, and our guidance today assumes an additional impact of 25 to 30 percentage points during 2022. As we look at 2023, our acquisitions will be integrated, synergies will begin to be realized, and we expect our R&D spending to decline on an absolute basis by 40% to 50% compared to 2022. With the temporary costs meaningfully abating and our revenue mix shifting toward higher margin revenue, we believe an increase in our gross margin will combine with operating leverage across the income statement, resulting in an improvement in our 2023 adjusted EBITDA margin of well over 50%. From there, we see a clear path to adjusted EBITDA breakeven on approximately $500 million in revenue. I hope that's helpful context. This model is firmly rooted in our belief that our market can support 20% revenue growth ongoing and that our high-margin visible subscription revenue will grow more rapidly than visit revenue, as well as our care points and services revenue. And while it is further out, with breakeven behind us, we see a path to 20% plus EBITDA margins, and that is a matter of time and execution. Finally, to provide you with some additional detail into our plans for steady-state R&D spending, we intend to normalize R&D at a level of approximately 30% of our subscription revenue. This is in line with SaaS companies today, and we believe this rate of investing provides us the resources we need to continue to invest, deliver on our vision, lead our market, and achieve sustainable profitable growth. Before handing the call back to Ido for some final remarks, I would like to summarize. Q4 completed a strategic year for us, one in which we made important investments in good progress towards our goals. I look forward to working with all of you as well on this journey. With that, I will turn the call back to Ido for some final remarks.

Thank you. We are proud of our team's progress in Q4 and the full year of 2021. The opportunity in front of us is clearly large and expanding. Before I end the call and take your questions, I want to summarize by pointing out that at the heart of many of our customer's growth strategies is a focus on digital first hybrid care programs. We are optimally suited to enable these programs given our unique vision and our differentiated solution. We have a substantial installed base and our vision is grounded in customer mindshare from the largest players in the country and health systems representing over 2,000 hospitals and over 90,000 providers. Converge is the connective tissue that will integrate the different assets and operating environments required to deliver on the potential of hybrid digital healthcare. The market is moving towards that. We believe ours is the right vision and we are well on our way making the right investments and executing well to deliver on the promise of this meaningful opportunity. Thank you for your time. Operator, please open the call for Q&A.

Your first question comes from the line of Ricky Goldwasser with Morgan Stanley. Your line is open.

Yes, hi, good evening, and thank you for all the details. So, thank you for giving sort of the bridge or the roadmap to revenue targets to return to profitability. So just to start, how should we think about the cadence of the 20% revenue growth from '23 to '25? Should we assume that in '23, you're going to be above 20% as we expect to see some pent-up demand from clinical migration just helpful to think about the cadence? And then, what are just the additional underlying assumptions that you're making in terms of subscription revenue versus some kind of gross margin target by 2025?

Thanks Ricky. Yes, so, we thought it was really important to give people a view of especially with the spend this year how the income statement would work going forward. The estimate of 20% revenue growth, I wouldn't take, as you know, is it going to be 25 and 23, and 23 and 24, I would think of it as over this period of time, that composite revenue growth for the enterprise should be around 20%. It's a, I think, a conservative assumption that takes in a higher growth rate for the software business, call it mid-20s, and a mid-teens growth rate for visits, that would get us to a composite growth rate of around 20%. And that, in and of itself, when you think about the impact on EBITDA is really meaningful, because, we're talking about software with the benefits of Converge, probably taking gross profit margins on the software business into the mid to high 70s. And the visit business getting incrementally more efficient, but at a much lower gross profit margin there. So, the pickup in gross margin is substantial from around 40, low 40s now, well into the 50s by 2025, just from the disparate growth rates and the pickup in efficiency that we're going to see from running one platform on Converge as opposed to multiple platforms on our legacy.

Thank you and thanks for that. It's very helpful. And just one follow-up question, Ido, on your prepared remarks, you talked about the move towards more scheduled visits and specialty visits. Maybe you can give us some context on where you're seeing some of this new adoption, on telehealth from the urgent care that we saw sort of a year, year and a half ago to a more sort of steady state in fundamental demand?

Thank you, Ricky. It is really astounding to see how far we came in such a short period of time. For many years, telehealth was an adjacent service alternative to the rest of healthcare. They focused on urgent care as a convenience in case it was too hard or too long to wait for my doctor. Very much because of COVID but also based on other factors, what happened is that the mainstream healthcare players starting with providers have discovered the power and efficiency of digital connectivity with the right patients. That is not a simple substitute, but rather a whole transformation that really expands the use of digital technology not only to urgent care, but really across the entire care continuum and opens opportunities to collect data continuously, to analyze it, to rethink care plans, and really bring in other important participants starting with payers, with an ability to integrate depth into care and work in a more efficient way that is much more appropriate and efficient to really improve outcomes. It is also important to state that while in the early pandemic days, the utilization of telehealth was very simplistic in the sense that it was a video conferencing that replaces the in-room visits. Shortly thereafter, our clients discovered that technology can bring so many other elements, some of which are just described, that eventually are really transforming the way these people experience healthcare in a really constant and dramatic rise in access to care, in efficiency, in many ways democratizing healthcare. What we saw even with our own health systems, it's very dramatic, in the sense that when we started, it was almost like a sideshow for allowing people to talk to some of the doctors, some of the time, and it is now very quickly becoming a necessary mainstream modality of communication and connection between them and their trusting patients.

Your next question comes from the line of Charles Rhyee with Cowen. Your line is open.

Ido, maybe you highlighted earlier, obviously, this year, there's some impact from customers who may be delayed in purchasing models or other clients who have selected Amwell but are waiting to deploy Converge first. Maybe just overall, if you look at the number of health systems, how many have at least raised their hands to say we will be migrating to Converge? And for those that are choosing not to, what are some of the reasons why someone might not want to transition over to Converge?

I'm hard-pressed to think about a single client that refuses to upgrade to Converge. It's very easy for us to think about so many raising their hands waiting for the upgrade. Their receptivity to the new platform is much better than we ever hoped. Our clients are very excited to do that. And of course, the timing issue that Bob mentioned is really the key factor that is driving it together with the availability of the various modules, depending on the complexity and the needs of each and every client. I'd like to point out that all these issues will be behind us by the end of the year when the entire spectrum of functionality will be available across the ecosystem to all our clients.

Maybe as a follow-up, Bob. When I look at the slide here, you kind of look at the three things, right, the M&A impact, the Converge impact, and I'm assuming that the services spend to support clients, that's in that bucket. But obviously, the core EBITDA loss improves dramatically, and I know you've highlighted a number of factors. Is this all just really a mixed shift as we get more subscription revenue? Or what else could be contributing to this big improvement? And I guess the question really is what's the visibility you have to getting that part of it realized?

Thanks, Charles. Look, a big chunk of it is what I mentioned on the R&D line item, which we have a lot of visibility on, and we expect that to decline by 40% to 50% in '23 relative to the spend in '22. So, that's a dramatic increase or decrease in cost. Then it's a more modest impact from the mixed shift from faster growth on a year-over-year basis on subscription versus visits. But the two, if you just look at the low end of my estimates in terms of what they would deliver, it's somewhere in the $100 to $110 million benefit from those two items, from gross profit improvements and from R&D. If you think about the walk from the guidance of call it midpoint of $195 million negative, and take $105 million off of that, that in and of itself is a huge delta in terms of the negative EBITDA margin that we expect, that we think we can achieve in 2023 going from around 70% negative to around 25%. So, those are the two biggest components. We would expect to see, as I said, some operating leverage across the other items as well.

Your next question comes from the line of Cindy Motz with Goldman Sachs.

Thank you for taking my questions. I would like to follow up on the Converge migration. You mentioned considering it in terms of digits, and there seems to be a lot of enthusiasm around it. Are you experiencing increased requests or unexpected complexities with the ramp in R&D? I'm trying to get a better understanding of the situation. I had anticipated possible delays due to the Omicron variants, so I'm curious about the R&D number you mentioned. You indicated it would decrease, but could you provide more details on what people might be requesting?

Thank you, Cindy. You've asked many things. I'll try to answer it fully. As I mentioned earlier, we really saw two things that are influencing our view towards the year. One that you mentioned, the Omicron dynamics. The Omicron dynamics really does two things. One, it's unpredictable and we saw that in the last two quarters of 2021. For example, the unexpected separation between demand for urgent care and being able to help was a surprise. We adjusted conservatively our view into the year based on that. The second element was during Omicron despite the fact that the population overall was much more relaxed, hospitals were full and that impacted the ability of some of our clients to implement new projects or expand existing ones. Another thing that happened is the appetite for very large enterprise platforms grew much faster than we realized. I talked about the bookings of Q4. We're very proud of what's happening in the market as some of the largest most sophisticated organizations are choosing Converge. As you can imagine, when you deal with such scale, the sales cycle is longer, deployment cycle integration is longer, but it's very much worth it because the upside is also much more significant and much more sticky. Such deployments usually signify the potential relationship of five years or even a decade when you think about the span of digital care delivery today. When we began to deploy such a client or negotiators with such clients, we didn't only focus on what we developed so far in our short-term plans, but really shared some of the multiyear roadmap, then the other reason really continued there and they really hard press us to begin to expand and accelerate our growth in a way that is still very lucrative both for them and for us. We leverage our healthy balance sheet in order to make that investment in acceleration and are going to end the year with a platform that is far broader, far more differentiated, and far more capable than we originally planned. Well beyond the original plan, and in that way securing some very sought after clients in the market, if we believe we can go together for many years. I hope that answered your question.

Sure. That makes sense. Thank you very much. And this is a follow-up. In terms, I know you broke it out with a Converge adjusted EBITDA impact. How should we think about 2022, like is it, I assume, is it more back end that we start to see improvement? Or I know you don't give quarterly guidance, but if you could give us any help there, just on the cadence that would be great for 2020?

Thanks Cindy. I would say top-line that, if you think about our seasonality. Overall, the quarterly breakup in '22 should be similar to what we saw in 2021. So that's kind of the top-line. Qualitatively, I would say, we would expect to see on the subscription side, as Ido talked about some of the fourth quarter bookings that we saw, to be implemented and start to generate revenues in the back half of '22, once we go live on those. From a cost perspective, you're going to see R&D continue to ramp from that fourth quarter number through the first half of the year and then start to tail off in the back half of the year. Those are, I think, really the two most important line items there. The, from an M&A loss perspective, I don't think there will be really much in the way of quarterly differential there. The big driver is really on the cost side, going to be the ramp up and then the subsequent ramped down in R&D.

Your next question comes from the line of Glen Santangelo with Jefferies. Your line is open.

Good evening, and thank you for taking my question. I want to revisit some of your comments from your prepared remarks regarding the competitive landscape. It sounds like the 91,000 physicians currently using the platform are in exclusive relationships. Can you comment on that? Investors are keen to understand how the competitive environment in telehealth is evolving. This leads to my second question for Bob—you're anticipating subscription revenue growth in the mid-20s through 2025. We expect that 2023 may be a larger year as you transition and catch up. What gives you confidence in the growth rates for 2024 and 2025? Can you explain how the revenue model works once you convert a client to Converge? Is there potential for upselling? Any insights on these questions would be appreciated.

Sure. I'll take the first one, and lets Bob take the second. As it relates to the competitive landscape, we are really seeing two trends that are important. There is the, I would say, the single end, it's not necessarily the low end, where you really seek superconductivity. And that's a very crowded market with Zoom and Epic and Team and long list for many other known players are playing. You definitely see a lot of competition there. The products are similar, if price is a big issue. And for that type of use case, it's very difficult to differentiate. In addition to that, as I mentioned earlier, what we're seeing is a growing number of our customers are looking for things well beyond a simple connectivity, workflow integration, and many things that I described earlier. The growth that you saw in our active providers is mostly non-AMG, as not doctor providing urgent care in our services as part of our network. These are really our clients' providers. It’s an indicator or traction within our 2,000 hospital clients. The user platform for various things requires well beyond a simple connectivity, becoming more and more sophisticated with a very large number of modules. The more sophisticated you are, the bigger you are, the more confident we are that we can provide more value and differentiate. While Amwell is also very well received for simple connectivity tasks, as far as what you called exclusivity, it is not uncommon to see with some of our clients using multiple digital platforms for simple connectivity needs, these don't necessarily compete or go in theory that could use Amwell someday but right now, they don't come here to what we offer and provide. When you think about digital care delivery platform, we feel quite secure that we don't, I'm not recording any client of ours. This has to have a single infrastructure because of the power of having one connected platform, it doesn't actually make much sense. It's where the few, unless there is unusual situations like M&A or things of that nature that eventually resolve by having one platform take over the other. Now let's Bob answer the second part.

Hey, Glen. So, I guess a couple of ways to address that. The second part of your question, I'm going to let Ido address some of the some of the vision aspects here. But, as we look at it, we've got a, I know there's a lot of TAM fatigue out there on the part of investors, but we see at least a $75 billion TAM for our market, and looking at what some of our brethren have out there 150 to 250. We may be a little bit conservative in that estimate. But as we think about growth, we certainly have that underpinning it. We also have this land and expand strategy where once we're in there are ample opportunities to upsell, and the way we structure our contracts, especially with some of the larger, more sophisticated multi-silo buyers, have a lot of volume sensitivity across the usage there. So to give you a sense, I mean, we estimate our bookings in the last year or two, and kind of where we are right now. Bookings are probably split 40/60 something like that between new customers and upsells. Over time, over the next few years, I would expect that that gets closer to 75% of our software bookings coming from upsells. When you think about the TAM, and you think about the types of customers we have, and how their service offerings are going to evolve over this time, we still think we're in the very early innings of the evolution of the care delivery modes that we're going to see. They will become much more hybrid in nature to think that we could grow our top-line software subscriptions at a rate in the mid-20s, it doesn't seem to grow.

Your next question comes from the line of Eric Percher with Nephron Research. Your line is open.

Thank you. Question on behavioral trends. I know as we end '21, there's been a discussion of decoupling from COVID. Could you speak to your expectations for '22? I think a reminder on just how impactful behavioral is to the overall organization and some of the expectations for SilverCloud would be helpful?

Absolutely, Eric. So, I want to really point out that when they spoke over behavior, I was really focusing on our ability to have the paid visits done either on urgent care or behavior which is driving the AMG revenue part of our business. When you think about the behavior health in a much broader scale, the opportunity is to really serve an enormous unmet need in the market by connecting and amplifying the available therapies and other types of providers in the market, so they can go ahead and do a much better job. We've mentioned the example of what SilverCloud is doing in the UK with NHS there for many years, with proven results, extracting much more services for each therapy. As behavioral health is a much broader topic than in the sense that the other elements in every type of longitudinal chronic care program that really requires collaboration with many other elements to really achieve the outcomes that our promise as part of that program. With Converge, we are now able to really continue in a very efficient way, combining physical, virtual, and automated services with everything our clients are doing, and not by selling those services ourselves, but rather by connecting available services in a very efficient way to an ecosystem that is using a unified platform. I hope that's helpful.

Is there a metric related to the percentage of visits that are behavioral? Additionally, regarding the R&D ramp down, is there an expectation to phase out the legacy system as early as 2023, 2024, or 2025?

Yes, absolutely. It's important to note that we're dealing with a few different systems rather than just one legacy system. We have a new system operating alongside the existing ones, and we definitely plan to phase them out. I also want to emphasize that the behavioral health visit is just one aspect of behavioral healthcare. For instance, CBT is fully automated and can be effective without requiring any visits. I'll let Bob finish my response.

Thanks, Ido. Eric, I don't think we have made a decision yet on exactly how we're going to report SilverCloud for instance going forward in our KPIs, whether you'll see just the impact of blended across ACV or in another way. So, I guess, the way that right now you can see its impact is on visit revenue, average revenue per visit. On the SilverCloud side, again, I don't think we've really put a pin in that, so I'll keep you posted, but that's probably not something we're going to address until maybe this time next year.

Your next question comes from the line of Stan Bernstein with Wells Fargo. Your line is open.

Thanks for taking my question. I guess I'd like to ask a question on the Oracle acquisition of Cerner. Maybe a two-parter here. So, first maybe a high level, what are your expectations for your strategic partnership with Cerner after the deal goes through? And then maybe related to that, has this merger in any way changed the buying behavior of health systems that are currently using Cerner? Any comments that would be great.

Sure. I don't recall any pushback or otherwise from a joint client, Amwell-Cerner client related to the acquisition. We also didn't notice any change in our relationship with Cerner as of now. As you know, we have many common clients. We are willing to engage with those clients, and they are happy. We're grateful to both Cerner and Amwell. We complement each other well. Our initial dialogue with Oracle is responsive. We have no reason to believe why this relationship will not continue and grow.

That's helpful. And then also want to go back to such a comment you made last quarter. It was in reference to a survey by Amwell, you called out 56% of health systems are planning to invest in virtual care. I'm curious, as your sales reps are speaking to health systems on the ground or through Zoom or whatever it is, are health systems communicating this type of meaningful adoption beyond what they already have, in terms of growing their capabilities, longer term? Is that something that you're hearing? Or is that just your expectations without any commentary from clients?

Yes. So of course, we are spending a lot of time with the clients. I would suggest that there are two things that we see. One is the COVID-related, the pandemic, related diseases are definitely on the decline. So, we see from patients attempting to reach out digitally because they can't do it otherwise, driving slightly less traction. On the flipside, the discovery of the enormous value of digital connectivity is definitely there. The dialogue has changed from quick wins to connect because of necessity to a sea change in thinking about how they're going to connect with patients and participate with a digital care distribution platform that is really connecting entities that were not connected before. Saying it differently, there was a time when hospitals did not have an EHR. Now nobody's even thinking about the hospital without an EHR. I'm pretty sure that based on our dialogue with our customers, growing leaders in those organizations are seeing don't imagine a future where the digital envelope of their relationships with their patients and the rest of the ecosystem will not be enabled by an enterprise-grade solution.

Your next question comes from the line of Allen Lutz with Bank of America. Your line is open.

I guess how much revenue from Conversa and SilverCloud was there in the quarter? And then do you still expect revenue for those businesses to double in 2022?

On SilverCloud and Conversa, the guidance we gave on the M&A call is still very much what we expect to see, so kind of a minimum of around $30 million top-line. We're not breaking out revenues for the two of them going forward or historically here. I will tell you it was a very small single-digit kind of number in the quarter. What we're seeing, in aggregate out of the two acquisitions, is just terrific opportunity from a cross-sell perspective, both ways into their base and then into our base. We're really looking forward to moving forward on the integration and realizing a lot of these synergies.

I think another one for you. The increase in ACV across health systems and health plans was helpful. I guess, can you talk about how much of that was due to new module growth, if any of that was due to price? And then if you think about, I guess, just how you think about price as a lever to growth within Converge over the next few years?

I wouldn't call it price. I think it's really upsell, right. New modules, and volume-based triggers, the way we're structuring some of these contracts is the way I would be thinking about it. We really only saw meaningful movements on the health plan side, and that was really just more adoption and more programs into those plans. So, that's working as expected on the plan side. Ido talked about and I refer to as well, some of the headwinds that we've seen on the health system side, and that's, I think, why those numbers were a little flatter.

Your next question comes from the line of David Larsen with BTIG. Your line is open.

I think you mentioned that about 10% of visits. Or what percentage of visits are on Converge now? Was it like 10%, and for you hashed it out over the course of 2022? Will you be at 100% by 4Q '22, and that looks like you're going to be able to have all the R&D savings in 2023?

You're hoping for the best, but I don't believe that's the case. It was at 10% at the end of the year, around December. We anticipate that it will increase significantly throughout the year. As the year progresses, we'll update you on that figure. I'm hesitant to provide a specific target for the year-end right now. We're starting with our health systems first, and after that, we'll focus on migrating our health plans. We certainly won’t have a complete transition right away, but we do expect a substantial majority of visits for our health systems to occur on Converge by year-end. Ido, do you have anything to add?

Yes, absolutely. I mean, in essence, everything we need to win our entire market share in way of R&D and capability will be there this year in the middle, even towards the end of the year, but in the first half and then completing during the second half. As I mentioned earlier, the demand for Converge is very, very high. People really want to upgrade to Converge is a reminder, it's included in their license. So there is no financial barrier to do that. However, there is an operational time-related barrier in the sense that it needs to be prioritized and deployed. We feel that we are going to, as Bob mentioned, get a lion's share of our customers on the platform but it's not an exact science and we fully expect some to linger towards '23. Although, it's really difficult to predict exactly how it's going to fall out. We are then going to sunset all our existing platforms, of course benefit not only from the efficiencies of Converge, but much more importantly, from the great expansion opportunities for so many models and programs that the new platform may bring.

And just one more quick one. With the 20% annual revenue growth, what portion that will be organic versus acquired in your view? And it seems like there's plenty of assets that have a lot of value to your customers, any certain areas that you're focusing on? Thanks a lot. Yes, that would all be upside to the degree that we are successful in finding assets as terrific as SilverCloud and Conversa. That would be incremental revenue in this model.

Your next question comes from the line of Jailendra Singh with Credit Suisse. Your line is open.

Thank you, and thanks for taking my question. I actually wanted to get your thoughts on Virtual Primary Care opportunities. You've been seeing a lot of activity from health plans and other virtual care vendors in that area. Just trying to understand what fraction have you guys been seeing? How big of a component in that product in your '22 guidance as well as your long-term revenue projections?

Hi, Jailendra, that's a great question. Virtual Primary Care is really part of Digital First. It's an assumption that patients are going to interact with the healthcare system by going online almost always and certainly first. That's part of the heart of Converge. So it's not a product on Converge. That's the way Converge is built. We introduced virtual primary care last year as you remember. We're selling it very successfully now in the market; it's part of Converge. I don't think that we expect almost any clients not to use the capability. We think that it's an essential part of any type of digital care delivery in the future and we see it as core. We are not going to report it as a separate product.

And then my follow-up around the telehealth reimbursement environment for providers. Clearly, despite the bipartisan support on telehealth, providers across the country are still waiting for clarity on the reimbursement, like post-pandemic and public health emergency once that is over. Just trying to understand what is reflected in your long-term outlook of $500 million with respect to telehealth reimbursement environment and implications it might have on the next leg of growth in telehealth adoption or exploration among providers?

Yes. It's very difficult to estimate the size of the change and the speed of the change. As such, we use conservative assumptions to drive our model. It's also difficult to really understand the change between fee for value and fee for service. When you're value-based organizations or the many modules and functions of Amwell that Converge drives efficiency are becoming very, very relevant. For any type of organization, in many cases, in a way that is unrelated to reimbursement, if you're able to process people in your ER in a way to avoid a readmission to bring specialists or be able to help a therapist to different points of care, that's good even in different reimbursement environments. So I would say that the main purpose of Converge is really to improve the efficiency of care, improve financial and clinical outcomes. Of course, if there's going to be more direct reimbursement, not only for virtual visits but also for digital therapeutics, which we begin to see, that's going to put a lot of fuel in the fire. But as you rightly mentioned, we certainly are not smart enough to guess exactly how this is going to play out. Although, I would only suggest that because there are so many proof points that financing mutual interventions is so much save the settings so much that we believe that it's likely that the different errors and certainly the government will end up reimbursing all of it.

Your next question comes from the line of Jessica Tassan with Piper Sandler. Your line is open.

Hi, thank you so much for squeezing me in and for all of the details this afternoon. So, I wanted to follow up a little bit on SilverCloud and Conversa. Can you guys just maybe remind us how SilverCloud and Conversa are built whether they're 100% subscription revenue streams, and are they kind of enterprise SaaS contracts based on PMPM or on a per-purchase basis?

Conversa from a revenue and customer size, average revenue per or ACV I should say and type of customer is very similar. It is virtually all subscription revenue. SilverCloud is a little bit different from a customer size perspective. They still have subscription revenue to what we would categorize as the subscription revenue. It would be primarily in the health system category. So that's how I'd be thinking about categorizing them.

And then just as a quick follow-up. When we think about Conversa specifically, can you help us understand how this virtual care solution is kind of competitively differentiated relative to some of the other offerings on the market? What are kind of the key value propositions? And is it integrated within Converge?

That doesn't really conflict with one question, but they're treated as such. The Conversa is being implemented as part of Converge. It's going to really become a core overlay offering. As I mentioned in my prepared remarks, we have over 170 different programs that will try to be tested to automate certain workflows that of course can be described as part of the Virtual Primary Care experience or in other scenarios as well. In some of the differentiation of Conversa from other programs is its open nature. It is not only used as a tool that provides the actual programs, but it's a very powerful offering tool. You can take programs that exist and amend them to the needs of your organization, and in some cases, create new programs altogether. There’s a library that is ever-expanding that is really customized to the needs of every customer, and that's very important for many of our clients, especially the bigger ones that have a very strong opinion about how workflows should be managed, how triage should be managed, navigation storage, and things of that nature.

There are no further questions at this time. Thank you for joining. This concludes today's conference call. You may now disconnect.