American Well Corp 10-Q for FY2024 Q3
American Well Corp (AMWL)
About this 10-Q
American Well Corp filed this 10-Q on October 30, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $61.05M
- down 1.4% from $61.92M a year earlier
- Net loss
- $43.46M
- compared with a net loss of $136.41M a year earlier
- Diluted EPS
- -$2.87
- compared with -$9.54 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State of incorporation) |
(I.R.S. Employer |
(Address of registrant’s principal executive offices)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 18, 2024, the number of shares of the registrant’s Class A common stock outstanding was
American Well Corporation
QUARTERLY REPORT ON FORM 10-Q
For the period ended September 30, 2024
TABLE OF CONTENTS
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Page
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PART I |
3 |
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Item 1. |
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Condensed Consolidated Balance Sheet as of September 30, 2024 (unaudited) and December 31, 2023 |
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4 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
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September 30, 2024 |
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December 31, 2023 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable ($ |
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Inventories |
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Deferred contract acquisition costs |
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Prepaid expenses and other current assets |
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Total current assets |
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Restricted cash |
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Property and equipment, net |
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Intangible assets, net |
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Operating lease right-of-use asset |
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Deferred contract acquisition costs, net of current portion |
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Other assets |
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Investment in minority owned joint venture (Note 2) |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Operating lease liability, current |
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Deferred revenue ($ |
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Total current liabilities |
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Other long-term liabilities |
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Operating lease liability, net of current portion |
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Deferred revenue, net of current portion |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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( |
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Accumulated deficit |
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Total American Well Corporation stockholders’ equity |
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Non-controlling interest |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
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($ |
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$ |
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$ |
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$ |
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$ |
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Costs and operating expenses: |
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Costs of revenue, excluding depreciation and amortization of intangible assets |
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Research and development |
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Sales and marketing |
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General and administrative |
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Depreciation and amortization expense |
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Goodwill impairment |
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— |
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— |
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Total costs and operating expenses |
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Loss from operations |
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( |
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Interest income and other income (expense), net |
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$ |
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Loss before expense from income taxes and loss from |
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Benefit (Expense) from income taxes |
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$ |
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Loss from equity method investment |
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( |
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$ |
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Net loss |
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Net loss attributable to non-controlling interest |
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( |
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$ |
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Net loss attributable to American Well Corporation |
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$ |
( |
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$ |
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$ |
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$ |
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Net loss per share attributable to common stockholders, |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding, basic and diluted |
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Net loss |
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$ |
( |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Unrealized (loss) gain on available-for-sale investments |
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— |
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( |
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— |
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Foreign currency translation |
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( |
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( |
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Comprehensive loss |
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( |
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( |
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Less: Comprehensive loss attributable to |
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( |
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( |
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( |
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Comprehensive loss attributable to American Well Corporation |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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American Well |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Income (Loss) |
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Deficit |
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Equity |
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Interest |
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Equity |
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Balances as of January 1, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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Vesting of restricted stock units, including units with a market condition |
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( |
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— |
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— |
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— |
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— |
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— |
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Shares repurchased and retired |
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( |
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— |
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— |
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— |
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( |
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( |
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— |
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Issuance of stock under employee stock purchase plan |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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Unrealized gains on available-for- |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balances as of March 31, 2023 |
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( |
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( |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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Vesting of restricted stock units, including units with a market condition |
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( |
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— |
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— |
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— |
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— |
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— |
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Shares repurchased and retired |
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( |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Currency translation adjustment |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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Unrealized gains on available-for- |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balances as of June 30, 2023 |
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( |
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Vesting of restricted stock units, including units with a market condition |
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— |
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— |
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— |
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— |
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— |
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Issuance of stock under employee stock purchase plan |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Currency translation adjustment |
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— |
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— |
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— |
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( |
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— |
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— |
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Unrealized gains on available-for- |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balances as of September 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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5
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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American Well |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Income (Loss) |
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Deficit |
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Equity |
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Interest |
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Equity |
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Balances as of January 1, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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Vesting of restricted stock units |
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( |
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— |
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— |
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— |
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— |
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— |
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Issuance of stock under employee stock purchase plan |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Currency translation adjustment |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Balances as of March 31, 2024 |
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( |
) |
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( |
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Vesting of restricted stock units |
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( |
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— |
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— |
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— |
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— |
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— |
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Shares repurchased and retired |
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( |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balances as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||||
Vesting of restricted stock units |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Issuance of stock under employee stock purchase plan |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Shares repurchased and retired |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balances as of September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share and per share amounts)
(unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Goodwill impairment |
|
|
— |
|
|
|
|
|
Depreciation and amortization expense |
|
|
|
|
|
|
||
Provisions for credit losses |
|
|
|
|
|
|
||
Amortization of deferred contract acquisition costs |
|
|
|
|
|
|
||
Amortization of deferred contract fulfillment costs |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Loss on equity method investment |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities, net of acquisition: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
|
|
Inventories |
|
|
|
|
|
|
||
Deferred contract acquisition costs |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
|
|
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
|
|
|
( |
) |
|
Deferred revenue |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Capitalized software development costs |
|
|
( |
) |
|
|
( |
) |
Investment in less than majority owned joint venture |
|
|
( |
) |
|
|
( |
) |
Purchases of investments |
|
|
— |
|
|
|
( |
) |
Proceeds from sales and maturities of investments |
|
|
— |
|
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from exercise of common stock options |
|
|
— |
|
|
|
|
|
Proceeds from employee stock purchase plan |
|
|
|
|
|
|
||
Payments for the purchase of treasury stock |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of exchange rates changes on cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
( |
) |
Net decrease in cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
Cash, cash equivalents, and restricted cash at end of period: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents, and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
AMERICAN WELL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
1. Organization and Description of Business
American Well Corporation (the “Company”) was incorporated under the laws of the State of Delaware in June 2006. The Company is headquartered in Boston, Massachusetts. The Company is a leading enterprise software company enabling digital delivery of care for healthcare’s key stakeholders. The Company empowers our clients with the core technology and services necessary to successfully develop and distribute virtual care programs that meet their strategic, operational, financial and clinical objectives under their own brands.
Reverse Stock Split
2. Summary of Significant Accounting Policies
There have been no material changes to the significant accounting policies described in the Company’s Form 10-K, as amended on March 1, 2024, for the fiscal year ended December 31, 2023, that have had a material impact on the consolidated financial statements and related notes.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary for the fair statement of the Company’s financial position, results of operations and cash flows at the dates and for the periods indicated. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of results for the full 2024 calendar year or any other future interim periods. The information included in the interim financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in the Form 10-K, as amended on March 1, 2024.
The unaudited condensed consolidated financial statements include the accounts of American Well Corporation, its wholly-owned subsidiaries, those of professional corporations, which represent variable interest entities in which American Well has an interest and is the primary beneficiary (“PC”), and National Telehealth Network (“NTN”), an entity in which American Well controls fifty percent or more of the voting shares (see Note 4). Intercompany accounts and transactions have been eliminated in consolidation.
The Company’s reporting currency is the U.S. dollar. The Company determines the functional currency of each subsidiary based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency remeasurement and settlements are included in interest income and other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.
8
For consolidated entities where American Well owns or is exposed to less than
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the estimated customer relationship period that is used in the amortization of deferred contract acquisition costs, the valuation of assets and liabilities acquired in business combinations, goodwill, the useful lives of intangible assets and property and equipment and the valuation of common stock awards. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.
Segment Information
The Company’s chief operating decision maker (CODM), its Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company operates and manages its business as
Variable Interest Entities
The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its condensed consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively.
The aggregate carrying value of total assets and total liabilities included on the condensed consolidated balance sheets for the PCs after elimination of intercompany transactions were $
Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $
Investment in Minority Owned Joint Venture
The Company and Cleveland Clinic partnered to form a joint venture, under the name CCAW, JV LLC, to provide broad access to comprehensive and high acuity care services via digital care delivery. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investment in CCAW, JV LLC using the equity method of accounting. The joint venture is considered a variable interest entity under ASC 810-10, but the Company is not the primary beneficiary as it does not have the power to direct the activities of the joint venture that most significantly impact its performance. The Company’s evaluation of ability to impact performance is based on Cleveland Clinic’s managing directors and Cleveland Clinic’s ability to appoint and remove the chairperson who has the ability to cast the tie breaking vote on the most significant activities.
9
In 2020, the Company contributed $
For the three months ended September 30, 2024 and 2023, the Company recognized a loss of $
Concentrations of Credit Risk and Significant Clients
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments and accounts receivable. The Company invests its excess cash with large financial institutions that the Company believes are of high credit quality. Cash and cash equivalents are invested in highly rated money market funds. At times, the Company’s cash balances with individual banking institutions are in excess of federally insured limits. The Company’s investments are invested in U.S. government agency bonds. The Company has not experienced any losses on its deposits of cash, cash equivalents or investments. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
The Company performs ongoing assessments and credit evaluations of its clients to assess the collectability of the accounts based on a number of factors, including past transaction experience, age of the accounts receivable, review of the invoicing terms of the contracts, and recent communication with clients. The Company has not experienced significant credit losses from its accounts receivable. As of September 30, 2024, two clients accounted for
During the three months ended September 30, 2024 and 2023, sales to one client represented
Goodwill
The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized but is tested for impairment annually on November 30 or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by the Company’s publicly quoted share price, below our net book value. Our goodwill impairment tests are performed at the enterprise level given our single reporting unit.
When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. A charge is reported as impairment of goodwill in the consolidated statements of operations and comprehensive loss. In the three and nine months ended September 30, 2023 there was an impairment of the goodwill balance. The full goodwill balance was written off as of September 30, 2023. For details associated with the Company’s goodwill impairment, see Note 6 – Goodwill and Intangible Assets.
Intangible Assets
Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Definite-lived intangible assets, which primarily consist of customer relationships, contractor relationships, technology and trade name, are stated at historical cost and amortized over the assets’ estimated useful lives. Intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or the carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is
10
determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value. The Company did not identify a triggering event in the nine months ended September 30, 2024.
Impairment of Long-Lived Assets
Long-lived assets consist primarily of property and equipment and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets, among others. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than the asset’s carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. The Company did not identify a triggering event in the nine months ended September 30, 2024.
Recently Issued Accounting Pronouncements and Disclosure Rules
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which includes amendments to improve reportable segment disclosures. For public entities that are Securities and Exchange Commission filers, ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. The adoption is not expected to have a material effect on the Company’s consolidated financial statements, as this only impacts disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes amendments to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information. For public entities that are Securities and Exchange Commission filers, ASU 2003-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption is not expected to have a material effect on the Company’s consolidated financial statements, as this only impacts disclosures.
In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule would require registrants to disclose certain climate-related information in registration statements and annual reports. In April 2024, the SEC issued an order staying the final rule. Prior to this stay, the disclosure requirements would have applied to the Company's fiscal year beginning January 1, 2026. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.
3. Revenue
The following table presents the Company’s revenues disaggregated by revenue source:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Platform subscription |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Visits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
Accounts Receivable, Net
Accounts receivable primarily consist of amounts billed currently due from clients. Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. In determining the amount of the allowance at each reporting date, the Company makes judgments about general economic conditions, historical write-off experience and any specific risks identified in client collection matters, including the aging of unpaid accounts receivable and changes in client financial conditions. Account balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit losses are recorded as general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.
Changes in the allowance for credit losses were as follows:
|
|
Nine Months Ended September 30, 2024 |
|
|
Year Ended December 31, 2023 |
|
||
Allowance for credit losses, beginning of the |
|
$ |
|
|
$ |
|
||
Provisions |
|
|
|
|
|
|
||
Write-offs |
|
|
( |
) |
|
|
( |
) |
Allowance for credit losses, end of the period |
|
$ |
|
|
$ |
|
||
The Company has rights to consideration for services completed but not billed at the reporting date. Unbilled receivables are classified as receivables when the Company has the right to invoice the client. The amount of unbilled accounts receivable included within accounts receivable on the condensed consolidated balance sheet was $
Deferred Revenue
Contract liabilities consist of deferred revenue and include billings in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. For the three months ended September 30, 2024 and 2023, the Company recognized revenue of $
Changes in the Company’s deferred revenue balance for the nine months ended September 30, 2024 and year ended December 31, 2023 were as follows:
|
|
Nine Months Ended September 30, 2024 |
|
|
Year Ended December 31, 2023 |
|
||
Total deferred revenue, beginning of the period |
|
$ |
|
|
$ |
|
||
Additions |
|
|
|
|
|
|
||
Recognized |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Total deferred revenue, end of the period |
|
$ |
|
|
$ |
|
||
|
|
0 |
|
|
|
|
||
Current deferred revenue |
|
|
|
|
|
|
||
Non-current deferred revenue |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
12
Transaction Price Allocated to Remaining Performance Obligations
As of September 30, 2024 and December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $
As it pertains to the September 30, 2024 amount, the Company expects to recognize
4. National Telehealth Network
In 2012, the Company and an affiliate of Elevance Health Inc. formed National Telehealth Network LLC ("NTN") to expand the availability and adoption of telemedicine. The Company did not have a controlling financial interest in NTN, but it had the ability to exercise significant influence over the operating and financial policies of NTN. Therefore, the Company accounted for its investment in NTN using the equity method of accounting through December 31, 2015.
On January 1, 2016, the Company made an additional investment in NTN, which increased its ownership percentage above
The proportionate share of the loss attributed to the non-controlling interest amounted to $
The carrying value of the non-controlling interest was $
5. Fair Value Measurements
Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
13
The following tables presents the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
|
|
September 30, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Money market funds |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total financial assets: |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Money market funds |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total financial assets: |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
The Company’s cash equivalents were invested in money market funds and were valued based on Level 1 inputs. During the nine months ended September 30, 2024, there were
6. Goodwill and Intangible Assets
2023 Goodwill Impairment
As a result of sustained decreases in the Company's publicly quoted share price and market capitalization during 2023, the Company considered the potential impact of such decrease on its goodwill, definite-lived intangibles, and other long-lived assets as of September 30, 2023. During this review, the Company did not identify any triggering events that would result in impairment to its definite-lived intangible assets or other long-lived assets.
The Company experienced a triggering event prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles. As such, the Company assessed the definite-lived intangible assets or other long-lived assets for impairment by performing an undiscounted cash flow analysis to establish fair value. The significant estimates used in fair value methodology, which are based on Level 3 inputs, include the Company's expectations for future operations and projected cash flows, including revenue, gross margin and operating expenses. The assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets, as they passed the recoverability test.
However, the Company did identify indicators of goodwill impairment for the single reporting unit which required an interim goodwill impairment assessment. In performing the quantitative assessment of goodwill, our reporting unit’s carrying amount exceeded its fair value. The Company estimated the reporting unit's fair value based on the market capitalization and a related control premium of
14
Identified Intangible Assets
Identified intangible assets consist of the following:
|
|
Gross |
|
|
Accumulated |
|
|
Carrying |
|
|
Weighted |
|
||||
September 30, 2024 |
|
|
|
|
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Customer relationships |
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$ |
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|
$ |
( |
) |
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|||
Contractor relationships |
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( |
) |
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Tradename |
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( |
) |
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Technology |
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( |
) |
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Internally developed software |
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( |
) |
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|||
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$ |
|
|
$ |
( |
) |
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$ |
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|||
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||||
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Gross |
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Accumulated |
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Carrying |
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Weighted |
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||||
December 31, 2023 |
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||||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
|
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|
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|||
Contractor relationships |
|
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( |
) |
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Trade name |
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( |
) |
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Technology |
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( |
) |
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|||
Internally developed software |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
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|
|||
The Company capitalized $
2024 |
|
$ |
|
|
2025 |
|
|
|
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2026 |
|
|
|
|
2027 |
|
|
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2028 |
|
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Thereafter |
|
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|
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|
$ |
|
7. Accrued Expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
Employee compensation and benefits |
|
$ |
|
|
$ |
|
||
Professional services |
|
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Provider services |
|
|
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||
Other |
|
|
|
|
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||
Total |
|
$ |
|
|
$ |
|
||
15
8. Stockholders’ Equity
Undesignated Preferred Stock
The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of
Common Stock
In the three and nine months ended September 30, 2024,
|
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Shares |
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|
Shares |
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Shares |
|
|||
Class A |
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Class B |
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Class C |
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|||
As of September 30, 2024 and December 31, 2023, the Company had reserved
Stock Plans and Stock Options
The Company maintains the 2006 Employee, Director and Consultant Stock Plan as amended and restated (the “2006 Plan”) and 2020 Equity Incentive Plan (the “2020 Plan” together, the “Plans”) under which it has granted incentive stock options, non-qualified stock options, cash based awards, restricted stock units and performance stock units to employees, officers, and directors of the Company. In connection with the adoption of the 2020 Plan, the then-remaining shares of common stock reserved for grant or issuance under the 2006 Plan became available for issuance under the 2020 Plan, and no further grants will be made under the 2006 Plan.
Options issued under the Plans are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award.
Activity under the Plans is as follows:
|
|
Number of |
|
|
Weighted |
|
|
Weighted Average |
|
|
Aggregate |
|
||||
Outstanding as of January 1, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Granted |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
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|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
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|
|||
Expired |
|
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( |
) |
|
$ |
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|
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|||
Exercised |
|
|
— |
|
|
$ |
— |
|
|
|
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|
||
Outstanding as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Vested and expected to vest as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Vested and expected to vest as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Options exercisable as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Options exercisable as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
16
Restricted Stock Units
Activity for the restricted stock units is as follows:
|
|
Shares |
|
|
Weighted Average |
|
||
Unvested as of January 1, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of September 30, 2024 |
|
|
|
|
$ |
|
||
The total grant date fair value of RSU’s granted for the nine months ended September 30, 2024 was $
Restricted Stock Units with a Market Condition
Activity for the restricted stock units with a market condition is as follows:
|
|
Shares |
|
|
Weighted Average |
|
||
Unvested as of January 1, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Cancelled/Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of September 30, 2024 |
|
|
|
|
$ |
|
||
The total grant-date fair value of performance-based market condition share awards granted during the nine months ended September 30, 2023 was $
The weighted average estimated fair value of the performance-based market condition share awards granted during the nine months ended September 30, 2023 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions:
|
|
Nine Months Ended September 30, |
|
|||
|
|
2024 |
|
2023 |
|
|
Risk-free rate |
|
N/A |
|
|
% |
|
Term to end of performance period (yrs) |
|
N/A |
|
|
||
Valuation date stock price |
|
N/A |
|
$ |
|
|
Expected volatility |
|
N/A |
|
|
% |
|
Expected dividend yield |
|
N/A |
|
|
% |
|
2020 Employee Stock Purchase Plan
During the nine months ended September 30, 2023, the Company issued
17
Stock-Based Compensation
Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Cost of revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
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|
||||
Selling and marketing |
|
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|
||||
General and administrative |
|
|
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|
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|
|
|
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|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of September 30, 2024, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $
9. Commitments and Contingencies
Indemnification
The Company’s arrangements generally include certain provisions for indemnifying clients against third-party claims asserting infringement of certain intellectual property rights in the ordinary course of business. The Company also regularly indemnifies clients against third-party claims that the company’s products or services breach applicable law or regulation or from claims resulting from a breach of the business associate agreement in place with the client. In addition, the Company indemnifies its officers, directors and certain key employees while they are serving in good faith in their capacities. Through September 30, 2024 and December 31, 2023, there have been
Litigation
10. Income Taxes
As a result of the Company’s history of net operating losses (“NOL”), the Company continues to maintain a full valuation allowance against its domestic net deferred tax assets. For the three and nine months ended September 30, 2024, the Company recognized an income tax (benefit) expense of $(
11. Related-Party Transactions
Cleveland Clinic
Cleveland Clinic is a related party because a member of the Company’s board of directors is an executive advisor to Cleveland Clinic. As of September 30, 2024 and December 31, 2023, the Company held current deferred revenue of $
During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $
18
CCAW, JV LLC
CCAW, JV LLC is a related party because it is a joint venture formed between the Company and Cleveland Clinic for which the Company has a minority owned interest in. During the year ended December 31, 2020, the Company made an initial investment in CCAW, JV LLC of $
During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $
As of September 30, 2024 and December 31, 2023, the Company held current deferred revenue of $
12. Net Loss per Share
Basic and diluted net loss per share attributable to common stockholders was calculated as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss attributable to non-controlling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to American Well Corporation |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The Company’s potential dilutive securities, which include stock options, unvested restricted stock units and unvested performance market-based stock units, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Unvested restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested performance market-based stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options to purchase shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
13. Severance and strategic transformation costs
In 2024 the Company has executed a series of individual actions, referred to as strategic transformation actions. Strategic transformation costs include one time employee termination benefits, strategic transformation consulting expenses, as well as other incremental costs resulting from these actions. Employee termination benefits are recorded in accordance with standard Company policy. Strategic transformation costs are recognized in the Company's condensed consolidated financial statements in accordance with GAAP. Charges are recorded when such actions are approved, communicated, and/or implemented. Amounts remaining to be paid for any strategic transformation costs are $
In the three and nine months ended September 30, 2024, the Company recorded charges of $
19
as general and administrative expenses. For the nine months ended September 30, 2024, these charges consist of $
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations, including descriptions of our business plan and strategies, are forward-looking statements. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” or the negative of these terms, and other similar expressions, although not all forward-looking statements contain these words.
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.
Important factors that may materially affect such forward-looking statements and projections include the following:
The foregoing list of factors is not exhaustive and does not necessarily include all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. The information in this Quarterly Report should be read carefully in conjunction with other uncertainties and potential events described in our Form 10-K filed with the SEC on February 15, 2024 (as amended by Amendment No. 1 to our Form 10-K filed with the SEC on March 1, 2024), (the “Form 10-K”).
The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report. Except as required by law or regulation, we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances
NYSE Notice
On April 2, 2024, the Company received written notice from The New York Stock Exchange (“NYSE”) notifying it that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the NYSE pursuant to Section 802.01C of the NYSE’s Listed Company Manual.
21
On June 18, 2024, the Company’s stockholders approved a reverse stock split of its Class A common stock, Class B common stock and Class C common stock (collectively, the "common stock") at a ratio ranging from 1-for-10 to 1-for-20, with the exact ratio determined by the Company’s Board of Directors. On June 28, 2024, the Company's Board of Directors approved a 1-for-20 reverse stock split (Reverse Split) of its common stock that became effective on July 10, 2024. All shares of the Company’s common stock, stock-based instruments and per-share data included in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements, have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.
On August 1, 2024, the NYSE indicated that the Company's stock price was above the NYSE's minimum requirement of $1 based on a 30-trading day average. Accordingly, the Company cured the previously disclosed deficiency with respect to the continued listing minimum price criteria set forth in Section 802.01C of the NYSE Listed Company Manual as of August 1, 2024.
Overview
Amwell is a leading enterprise platform and software company digitally enabling hybrid care. We empower health providers, payers, and innovators to achieve their digital ambitions, enabling a coordinated experience across in-person, virtual and automated care. We provide our clients with the core technology and services necessary to successfully develop and distribute digital care programs that meet their strategic, operational, financial and clinical objectives under their own brands.
Founded in 2006, Amwell pioneered virtual healthcare. Today, Amwell extends digital care beyond telehealth, enabling care across in-person, virtual and automated modalities and providing an open, scalable platform that can flex and grow alongside our clients. We deliver technology, services, programs and connected devices that facilitate new models of care, strategic partnerships, consistent execution and better outcomes. Together with our clients and innovation partners, we forge a new hybrid model of care delivery that adapts as needs evolve and makes care more accessible for all.
As of December 31, 2023, we powered the digital care programs of more than 50 health plans, which collectively represent more than 100 million covered lives, as well as approximately 115 of the nation’s largest health systems. Since inception, we have powered approximately 31.7 million virtual care visits for our clients, including approximately 4.5 million in the nine months ended September 30, 2024.
The Amwell ConvergeTM Platform
The Amwell Converge platform is the latest version of our enterprise platform software and is our go-forward strategy to digitally enable a unified, scalable healthcare experience across all care settings. It has been designed from the ground up with the holistic understanding that the future of care of any one person inevitably will blend a mix of in-person, virtual and automated experiences. Designed to be future-ready, reliable, flexible, scalable, secure and fully integrated with other healthcare software systems, the Amwell Converge platform offers state-of-the-art data architecture and video capabilities, flexibility and scalability, as well as a user experience focused on the needs of patients, members and providers.
The telehealth of yesterday has grown to encompass hybrid care delivery models and the flow of data that drives healthcare. By providing a single platform for the digital distribution of care, the Amwell Converge platform will accelerate innovation and interoperability for health system and health plan clients as well as other healthcare innovators who aim to offer a seamless experience for providers, patients and members.
The development of the Amwell Converge platform represented a re-platforming by the Company to provide our customer base with an improved and more robust solution. This re-platforming has been an ongoing effort that resulted in increased research and development costs during the peak development period in 2022 and the first half of 2023, and we expect to see a return to normal levels of research and development spend in the coming quarters. Research and development in 2024 includes expenses that represent an investment in our government sector customers and to development of the government product that we believe will drive revenue growth in the coming years. We believe we have completed the majority of the investment needed, and will see a reduction in our ongoing research and development expense run rate in the fourth quarter of 2024.
Re-platforming can impact timing of revenue as we manage on-boarding and customer churn. During the three months ended September 30, 2024, approximately 70% of our visits were provided on the Amwell Converge platform. As of September 30, 2024, we have a thumbs-up rating by patients and providers of over 90%. A major strategic focus for us in 2024 is the delivery of solutions to our government clients as well as our existing commercial clients. In addition, we are focused on the transformational steps necessary to re-accelerate growth during this period of transition. We also continue to focus on the migration of our remaining health plan and health system clients onto the Amwell Converge platform.
22
Our Business Model
We sell our enterprise platform and software as a service solutions on a subscription basis, which with our modular platform architecture allows our clients to introduce innovative digital care use cases over time, expanding our subscription revenue opportunity. To support our solutions, we offer professional services on a fee-for-service basis, a range of patient and provider CarepointTM devices and software that support hospital and home use cases and access to Amwell Medical Group® ("AMG"), our affiliated medical group that provides clinical services on a fee-for-service basis. The combination of the enterprise platform, professional services and Carepoint devices allows our clients to deploy digital care solutions across their full enterprise, deepening their relationships with existing and new patients and members through improved care access and coordination, cost and quality. Our contracts are typically three years in length but may be longer for our largest strategic client partners.
Total subscription fees received were $26.2 million and $28.4 million for the three months ended September 30, 2024 and 2023, respectively, and $78.6 million and $85.1 million for the nine months ended September 30, 2024 and 2023.
Health Systems
For health systems, our enterprise platform enables provider-to-provider virtual care for use cases ranging from stroke and acute psychiatry evaluations to virtual nursing and e-sitting. Our suite of Carepoint devices can enhance in-person care, whether the clients want to turn existing equipment such as televisions or iPads into digital access points or use Amwell Carepoint carts and peripherals. Our enterprise platform also helps extend care outside the care setting by enabling both on-demand and scheduled provider-to-patient care for a range of use cases. This includes, but is not limited to, urgent care, primary care, behavioral health, chronic disease management, and specialty follow-up care. To augment in-person and virtual care, our automated care programs and digital mental health services help clinicians and health plans engage patients, members, and consumers before, after, or in-between visits to improve care plan adherence and prevent costly escalations.
To supplement a health system’s own network of healthcare providers, health systems often choose to purchase clinical services from AMG to deliver care for certain specialties such as telepsychiatry, behavioral health therapy and general urgent care, or to simply operate as backup providers on nights and weekends. AMG services are provided on a fee-for-service basis.
Health Plans
For health plans, employers and government entities, our enterprise platform enables a member-centric hybrid care experience, seamlessly connecting with current technology investments and offering an open architecture that allows simple integration of future innovation. The platform enables a broad set of use cases, including primary, urgent, mental health, specialty, and chronic care. Our virtual primary care solution offers a primary care navigation hub that supports a longitudinal care experience for members, integrating virtual visits with digital behavioral health tools and condition-specific automated care programs, with escalation back to virtual and/or in person care, if needed. Our urgent care solution helps members conveniently and effectively address unplanned care needs without visiting the emergency department or local urgent care facility, driving quality outcomes at a lower cost.
Our typical health plan contract includes a recurring subscription fee based on the number of members who have access to our enterprise software plus additional subscription fees associated with add-on programs that extend from urgent care services to longitudinal care. As the health plan expands its offerings on our enterprise software through additional programs or additional covered lives, there is a corresponding increase in subscription fees.
Our health plan clients also purchase clinical services that leverage our AMG network. These visit consultations are charged on a fee-for-service basis and range in price based on the type of consultation and the specialty of the provider.
Government Healthcare Services
We offer new tailored healthcare solutions for government clients that provide efficient and accessible care options to meet the diverse needs of government healthcare systems, personnel and their families.
The Amwell Converge platform enables government healthcare providers to extend care beyond traditional settings, reaching personnel wherever they are stationed. With both on-demand and scheduled care options, we support a wide range of healthcare needs, including urgent care, primary care, behavioral health, chronic disease management, and specialty consultations.
23
Visits
Amwell’s clinical affiliate AMG has built a network of providers who are licensed and credentialed to deliver care on our enterprise software across the entire United States. This clinical network is designed and operated in a way that allows us to meet the aggregate visit demand requirements of our health plan and health system clients, spanning a broad mix of specialties, including Family Medicine, Lactation, Nutrition, Psychiatry, Therapy and Women's Health.
AMG earns fee-for-service revenue for each episode of care delivered on our enterprise software by its providers with fees varying by physician specialty or clinical program. These clinical fees vary significantly per consultation or case based on the specialty and may require an additional module subscription, as in the case of telepsychiatry.
Fees received from AMG-related visits were $27.5 million and $26.7 million for the three months ended September 30, 2024 and 2023, respectively, and $87.3 million and $87.4 million for the nine months ended September 30, 2024 and 2023.
Services & Carepoint Devices
We offer a full suite of paid, supporting services to our clients to enable their virtual care offerings, including professional services to facilitate virtual care implementation, workflow design, systems integration and service expansion. To help our clients promote adoption and utilization, we offer patient and provider engagement services through our internal digital engagement agency.
Amwell CarepointTM devices enable healthcare providers to leverage proprietary carts and transform existing tablets and TVs into digital access points in clinical settings, helping to address personnel shortages and access limitations. Our proprietary Carepoint devices coupled with our Carepoint Calling technology enables providers to deliver digital care into clinical care locations, such as the emergency department, community hospitals, clinics, and hospital-at-home, as well as into community settings such as retail stores, employer sites, skilled nursing facilities, correctional facilities, and schools. Our Virtual Nursing and patient monitoring (eSitter) offerings leverage these Carepoint devices to augment on-site nurse teams with virtual staff, and leverage technology to increase patient safety and nurse efficiencies. Carepoint offerings consist of hardware integrated into our enterprise software but can also be deployed independent of our software solution. Our Carepoint hardware is designed by our product development teams and manufactured through partner and contract relationships.
Fees received from the provision of services and Carepoint devices were $7.3 million and $6.8 million for the three months ended September 30, 2024 and 2023, respectively, and $17.5 million and $15.9 million for the nine months ended September 30, 2024 and 2023.
Key Metrics and Factors Affecting Our Performance
We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. While these metrics present significant opportunities for us, they also represent the challenges that we must successfully address in order to grow our business and improve the results of our operations.
Digital Care Utilization
Digital and hybrid care utilization is a key driver of our business. A client’s overall utilization of its digital care platform provides an important measure of the value they derive and drives our business in three important ways. First, to the extent a client succeeds with its digital care program and sees good usage, they are more likely to renew and potentially expand their contract with us. Second, our health systems agreements typically include a certain number of visits conducted by their own providers annually and provide that as certain volume thresholds are exceeded, its annual license fees will rise to reflect this growing value. Third, to the extent that clients utilize provider services from AMG, Amwell derives revenue from clinical fees. We expect that our future revenues will be driven by the growing adoption of digital and hybrid care and our ability to maintain and grow market share within that market.
24
We continue to experience strong adoption and usage of our enterprise software and products. In the nine months ended September 30, 2024, our clients completed a total of 4.5 million visits using our enterprise software, while in the nine months ended September 30, 2023, 4.6 million visits were completed. AMG providers accounted for 24% and 24% of total visits performed using our enterprise software during the nine months ended September 30, 2024 and 2023, respectively.
Total Overall Quarterly Visits |
|
|||||||
Quarter Ended |
|
Overall Visits |
|
|
Performed by Client Providers |
|
||
September 30, 2024 |
|
|
1,380,000 |
|
|
|
76 |
% |
June 30, 2024 |
|
|
1,500,000 |
|
|
|
76 |
% |
March 31, 2024 |
|
|
1,665,000 |
|
|
|
76 |
% |
December 31, 2023 |
|
|
1,650,000 |
|
|
|
73 |
% |
September 30, 2023 |
|
|
1,445,000 |
|
|
|
76 |
% |
June 30, 2023 |
|
|
1,485,000 |
|
|
|
76 |
% |
Regulatory Environment
Our operations are subject to comprehensive United States federal, state and local regulations as well as international regulation in the jurisdictions in which we do business. Our ability to operate profitably will depend in part upon our ability, and that of our affiliated providers, to maintain all necessary licenses and to operate in compliance with applicable laws and rules. During the COVID-19 pandemic, state and federal regulatory authorities loosened or removed a number of regulatory requirements in order to increase the availability of digital care services. For example, changes were made to the Medicare and Medicaid programs (through waivers and other regulatory authority) to increase access to digital care services by, among other things, increasing reimbursement, permitting the enrollment of out of state providers and eliminating prior authorization requirements. Most Medicare reimbursement flexibilities have been extended through December 31, 2024, including a waiver for geographic site restrictions (patient may be located at home), the expansion of eligible provider types, and coverage for audio-only consults.
Seasonality
Visit volumes typically follow the annual flu season, rising during quarter four and quarter one and falling in the summer months. While we sell to and implement our solutions to clients year-round, we experience some seasonality in terms of when we enter into agreements with our clients and when we launch our solutions to members.
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we believe adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance. We use adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA
Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities.
We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) tax benefit and expense, (iii) depreciation and amortization, (iv) goodwill impairment, (v) stock-based compensation expense, (vi) severance and strategic transformation costs and (vii) capitalized software costs.
25
The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three and nine months ended September 30, 2024 and 2023:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net loss |
|
$ |
(44,041 |
) |
|
$ |
(137,104 |
) |
|
$ |
(168,069 |
) |
|
$ |
(629,128 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
8,313 |
|
|
$ |
8,266 |
|
|
|
24,767 |
|
|
|
23,227 |
|
Interest income and other income (expense), net |
|
|
(3,882 |
) |
|
|
(7,978 |
) |
|
|
(10,334 |
) |
|
|
(11,250 |
) |
Benefit (Expense) from income taxes |
|
|
(149 |
) |
|
|
1,122 |
|
|
|
1,223 |
|
|
|
3,313 |
|
Goodwill impairment |
|
|
— |
|
|
|
78,894 |
|
|
|
— |
|
|
|
436,479 |
|
Stock-based compensation |
|
|
10,599 |
|
|
|
16,899 |
|
|
|
36,665 |
|
|
|
59,409 |
|
Severance and strategic transformation costs(1) |
|
|
2,865 |
|
|
|
1,359 |
|
|
|
16,821 |
|
|
|
3,340 |
|
Capitalized software costs |
|
|
(4,718 |
) |
|
|
— |
|
|
|
(12,690 |
) |
|
|
(13,836 |
) |
Adjusted EBITDA |
|
$ |
(31,013 |
) |
|
$ |
(38,542 |
) |
|
$ |
(111,617 |
) |
|
$ |
(128,446 |
) |
Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these capital expenditures. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Adjusted EBITDA should not be considered as an alternative to loss before benefit from income taxes, net loss, earnings per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.
Severance and strategic transformation costs
In the three and nine months ended September 30, 2024, the Company recorded charges of $2.9 million and $16.8 million, respectively, in connection with severance and strategic transformation costs. The Company has executed a series of individual actions designed to maintain or improve our operating results and profitability. The Company continues to evaluate potential actions and may incur additional strategic transformation costs in future periods.
Our strategic transformation actions include transformational consulting, headcount reductions, and other related transitional amounts to maintain our competitive footprint. Strategic transformation actions are generally funded within twelve months of initiation and are funded by cash flows from operating activities and existing cash balances. We plan to incur additional strategic transformation costs in order to align our recurring cost structure with our current revenue profile. The timing and amount of the incurrence of such future strategic transformation costs are dependent on market conditions, customer actions and other factors.
For further information, see Note 13, "Severance and strategic transformation costs," to the condensed consolidated financial statements included in this Report.
Components of Statement of Operations
Revenue
The Company has demonstrated the strength of our revenue as a direct result of the continued acceptance of digital care, our penetration of the market, and the successful launch of new or expanded products that enable broadened applications for care delivered virtually. Revenue performance is reflective of the strong foundation that has been built, focused around health plans, health systems, and our provider network.
We generate revenues from the use of our enterprise platform and software as a service in the form of recurring subscription fees for use, and related services and Carepoint sales. We also generate revenue from the performance of AMG patient visits.
26
Cost of Revenues, Excluding Amortization of Intangible Assets
Cost of revenues primarily consist of hosting fees paid to our hosting providers, costs incurred in connection with our professional services, technical and hosting support, and costs for running our affiliated provider network operations team. These costs primarily include employee-related expenses (including salaries, bonuses, benefits, stock-based compensation and travel).
Cost of revenues are primarily driven by the size of our provider network and the hosting and technical support required to service our clients. Our business model is designed to be scalable and to leverage fixed costs to generate higher revenues. While we currently expect increased investments to support accelerated growth, we also expect increased efficiencies and economies of scale. Our quarterly cost of revenues as a percentage of revenues is expected to fluctuate from period to period depending on the interplay of these aforementioned factors.
Operating Expenses
Operating expenses consist of research and development, sales and marketing, and general and administrative expenses.
Research and Development Expenses
Research and development expenses include personnel and related expenses for software and hardware engineering, information technology infrastructure, security and compliance and product development (inclusive of stock-based compensation for our research and development employees). Research and development expenses also include the periodic outsourcing of similar functions to third party specialists. In prior years, we accelerated the expansion of our enterprise platform volume capacity and the development of additional functionality through new programs and modules. While we have recognized an increase in the research and development expense throughout the prior years, the corresponding future revenue growth is expected to result in lower expenses as a percentage of revenue. This increased spend represents an investment in a more scalable and economically beneficial solution that will properly position the Company to benefit in the long term. We believe the increased spend from the prior years to be temporary. We have made additional investment in the current year mainly for our work in the government space, which we believe will provide an opportunity for revenue growth from both existing and new customers in the coming years. We expect this investment in government space to continue for the majority of 2024 before we realize another decrease in research and development expense run rate.
Our research and development expenses may also fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our research and development expenses. We accelerated our multiyear technology investment to accommodate the anticipated significant growth in market demand for increasingly broad and sophisticated digital care enablement infrastructure.
Sales and Marketing Expenses
Sales expenses consist primarily of employee-related expenses, including salaries, benefits, commissions, travel and stock-based compensation costs for our employees engaged in commercial activities. We will continue to invest appropriately in sales expenses as we look to grow with new prospects and expand the business of our existing clients. We will continue to elevate the skills and impact of our sales personnel and related account management teams as we look to provide a differentiated and enhanced client experience to our growing client base as well as identifying new strategic market opportunities.
Marketing costs consist primarily of personnel and related expenses (inclusive of stock-based compensation) for our marketing staff that primarily support the sales organization and client engagement. Marketing costs also include third-party independent research, digital marketing campaigns, participation in trade shows, brand messaging, public relations costs, and the costs of communication materials that are produced to generate awareness and utilization of our enterprise platform and software as a service among our clients and their users.
We have made strategic investments in the development of our sales and marketing department focused on internal process improvement and external go to market strategy during the first quarter of 2024. The expense associated with this investment was accelerated into the first quarter of 2024 which we believe better positions the Company to deliver on our strategic plan. We expect our sales and marketing expense to decrease as a percentage of our total revenue in future periods. Our sales and marketing expenses will fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our advertising and marketing expenses.
27
General and Administrative Expenses
General and administrative expenses include personnel and related expenses, and professional fees incurred by finance, legal, human resources, information technology, our executives, and executive administration staff. They also include stock-based compensation for employees in these departments and expenses related to auditing, consulting, legal, and corporate insurance.
We expect our general and administrative expenses to decrease as a percentage of our total revenue over the next several years. Our general and administrative expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our general and administrative expenses.
Depreciation and Amortization Expense
Depreciation and amortization expense includes the amortization of intangible assets and depreciation related to our fixed assets. Amortization of intangible assets consists of the amortization of acquisition-related intangible assets, which are customer relationships, contractor relationships, technology and trade names, as well as the amortization of capitalized software costs.
Interest Income and Other Income (Expense), Net
The balance of interest income and other income (expense), net, consists predominantly of interest income on our money-market and short-term investments. We did not incur material interest expenses in the period as there were no outstanding debts or notes payable.
Provision for Income Taxes
The income tax provision is primarily due to state and foreign income tax expense.
Deferred tax assets are reduced by a valuation allowance to the extent management believes it is not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with our plans and estimates.
Consolidated Results of Operations
The following table sets forth our summarized condensed consolidated statement of operations data for the three and nine months ended September 30, 2024 and 2023 and the dollar and percentage change between the respective periods:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
Change |
|
|
% |
|
|
2024 |
|
|
2023 |
|
|
Change |
|
|
% |
|
||||||||
Revenue |
|
$ |
61,046 |
|
|
$ |
61,922 |
|
|
$ |
(876 |
) |
|
|
-1 |
% |
|
$ |
183,358 |
|
|
$ |
188,370 |
|
|
$ |
(5,012 |
) |
|
|
-3 |
% |
Costs and operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Costs of revenue, excluding depreciation and |
|
|
38,352 |
|
|
|
40,457 |
|
|
|
(2,105 |
) |
|
|
(5 |
)% |
|
|
118,799 |
|
|
|
117,453 |
|
|
|
1,346 |
|
|
|
1 |
% |
Research and development |
|
|
19,797 |
|
|
|
27,715 |
|
|
|
(7,918 |
) |
|
|
(29 |
)% |
|
|
67,283 |
|
|
|
79,480 |
|
|
|
(12,197 |
) |
|
|
(15 |
)% |
Sales and marketing |
|
|
16,771 |
|
|
|
20,379 |
|
|
|
(3,608 |
) |
|
|
(18 |
)% |
|
|
60,883 |
|
|
|
64,659 |
|
|
|
(3,776 |
) |
|
|
(6 |
)% |
General and administrative |
|
|
25,183 |
|
|
|
29,571 |
|
|
|
(4,388 |
) |
|
|
(15 |
)% |
|
|
86,404 |
|
|
|
102,260 |
|
|
|
(15,856 |
) |
|
|
(16 |
)% |
Depreciation and amortization expense |
|
|
8,313 |
|
|
|
8,266 |
|
|
|
47 |
|
|
|
1 |
% |
|
|
24,767 |
|
|
|
23,227 |
|
|
|
1,540 |
|
|
|
7 |
% |
Goodwill impairment |
|
|
— |
|
|
|
78,894 |
|
|
|
(78,894 |
) |
|
|
(100 |
)% |
|
|
— |
|
|
|
436,479 |
|
|
|
(436,479 |
) |
|
|
(100 |
)% |
Total costs and operating expenses |
|
|
108,416 |
|
|
|
205,282 |
|
|
|
(96,866 |
) |
|
|
(47 |
)% |
|
|
358,136 |
|
|
|
823,558 |
|
|
|
(465,422 |
) |
|
|
(57 |
)% |
Loss from operations |
|
|
(47,370 |
) |
|
|
(143,360 |
) |
|
|
95,990 |
|
|
|
(67 |
)% |
|
|
(174,778 |
) |
|
|
(635,188 |
) |
|
|
460,410 |
|
|
|
(72 |
)% |
Interest income and other income (expense), net |
|
|
3,882 |
|
|
|
7,978 |
|
|
|
(4,096 |
) |
|
|
(51 |
)% |
|
|
10,334 |
|
|
|
11,250 |
|
|
|
(916 |
) |
|
|
(8 |
)% |
Loss before expense from income taxes and loss from |
|
|
(43,488 |
) |
|
|
(135,382 |
) |
|
|
91,894 |
|
|
|
(68 |
)% |
|
|
(164,444 |
) |
|
|
(623,938 |
) |
|
|
459,494 |
|
|
|
(74 |
)% |
Benefit (Expense) from income taxes |
|
|
149 |
|
|
|
(1,122 |
) |
|
|
1,271 |
|
|
|
(113 |
)% |
|
|
(1,223 |
) |
|
|
(3,313 |
) |
|
|
2,090 |
|
|
|
(63 |
)% |
Loss from equity method investment |
|
|
(702 |
) |
|
|
(600 |
) |
|
|
(102 |
) |
|
|
17 |
% |
|
|
(2,402 |
) |
|
|
(1,877 |
) |
|
|
(525 |
) |
|
|
28 |
% |
Net loss |
|
|
(44,041 |
) |
|
|
(137,104 |
) |
|
|
93,063 |
|
|
|
(68 |
)% |
|
|
(168,069 |
) |
|
|
(629,128 |
) |
|
|
461,059 |
|
|
|
(73 |
)% |
Net loss attributable to non-controlling interest |
|
|
(577 |
) |
|
|
(690 |
) |
|
|
113 |
|
|
|
(16 |
)% |
|
|
(2,580 |
) |
|
|
(2,551 |
) |
|
|
(29 |
) |
|
|
1 |
% |
Net loss attributable to American Well |
|
$ |
(43,464 |
) |
|
$ |
(136,414 |
) |
|
$ |
92,950 |
|
|
|
(68 |
)% |
|
$ |
(165,489 |
) |
|
$ |
(626,577 |
) |
|
$ |
461,088 |
|
|
|
(74 |
)% |
Revenue
For the three months ended September 30, 2024, subscription revenue declined $2.2 million due to customer churn during re-platforming. Despite the decrease in total subscription revenue, the Company has successfully expanded our relationship with several key strategic accounts, further supporting the favorable response to the Converge platform. The decrease in subscription revenue was
28
partially offset by an increase in other revenue of $0.9 million primarily related to marketing revenue with one of our strategic customers. There was also a slight increase in visit revenue of $0.5 million due to an increase in special program visits.
For the nine months ended September 30, 2024, subscription revenue declined $6.5 million due to customer churn during re-platforming, partially offset by growth in our existing strategic clients. Visit revenue remained consistent as the decline in specialty visits was offset by an increase in special program visits. The decrease was partially offset by an increase in other revenue of $1.6 million primarily related to an increase in marketing revenue with one of our strategic customers.
Costs of Revenue, Excluding Amortization of Acquired Intangible Assets
For the three months ended September 30, 2024, the decrease in cost of revenue was primarily driven by a decrease in marketing services provided for customers of $2.1 million, and a decrease in employee and provider costs of $0.8 million. This decrease was partially offset by an increase in third party related costs of $0.8 million. The Company's cost savings measures continue to have a positive impact on gross margin.
For the nine months ended September 30, 2024, the increase in cost of revenue was primarily driven by an increase of $2.1 million related to third party costs, partially due to incentives being fully utilized in the prior year. The increase was partially offset by a decrease in employee and provider costs of $0.6 million. The decrease in gross margin is a result of a temporary shift in revenue mix to lower margin marketing revenue from higher margin subscription revenue.
Research and Development Expenses
For the three months ended September 30, 2024, there was a decrease in employee-related costs of $2.7 million (due to headcount reduction and reduced stock compensation expense). There was also a decrease of $5.0 million in consulting spend as the peak development of the Amwell Converge platform is complete.
For the nine months ended September 30, 2024, there was a decrease in employee-related costs of $6.3 million (due to headcount reduction and reduced stock compensation expense). There was also a decrease of $5.9 million in consulting spend as the peak development of the Amwell Converge platform is complete.
Sales and Marketing Expenses
For the three months ended September 30, 2024, there was a decrease in employee-related costs of $2.6 million, a decrease in marketing spend of $0.4 million, a decrease in consulting spend of $0.2 million and a decrease in business related travel of $0.2 million, due to headcount reduction and cost savings measures put into place.
For the nine months ended September 30, 2024, the decrease in sales and marketing expense was driven by a decrease in employee-related costs of $4.1 million, a decrease in other consulting spend of $1.1 million, a decrease of $0.8 million in market research, a decrease in business related travel of $0.8 million and a decrease in marketing spend of $0.4 million, due to headcount reduction and cost savings measures put into place. These decreases were partially offset by $3.6 million in non-recurring consulting costs related to organizational strategy initiatives.
General and Administrative Expenses
For the three months ended September 30, 2024, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $1.1 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions. In addition, consulting spend decreased $1.2 million, insurance costs decreased by $0.7 million, third-party software costs decreased by $0.3 million, business related travel decreased by $0.3 million and other taxes and bank fees decreased by $0.3 million, as a result of cost savings measures put into place.
For the nine months ended September 30, 2024, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $14.9 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions. In addition, insurance costs decreased by $2.0 million, consulting spend decreased $1.3 million and other taxes and bank fees decreased by $0.8 million. There were also decreases of $0.7 million in business related travel, $0.5 million in third-party software costs and $0.4 million in conference spend. The reduction in spend was due to cost savings measures put into place. These decreases were partially offset by $5.0 million in non-recurring consulting costs related to organizational strategy initiatives.
29
Depreciation and Amortization Expense
Depreciation expense remained consistent for the three months ended September 30, 2024. Amortization expense was also consistent for the three months ended September 30, 2024.
Depreciation expense declined by $0.3 million due to assets becoming fully depreciated for the nine months ended September 30, 2024. Amortization expense increased by $1.8 million for the nine months ended September 30, 2024. The increase in amortization was related to the amortization of internally developed software intangible assets.
Interest Income and Other (Expense) Income, net
For the three and nine months ended September 30, 2024 and 2023, interest income and other (expense) income, net consist entirely of interest income and gains from our cash equivalents and short-term investments.
Expense from Income Taxes
Income tax (benefit) expense was $(0.1) million and $1.2 million for the three and nine months ended September 30, 2024, compared to income tax expense of $1.1 million and $3.3 million for the three and nine months ended September 30, 2023.
Loss from Equity Method Investment
The Company and Cleveland Clinic partnered to form a joint venture, under the name CCAW, JV LLC, to provide broad access to comprehensive and high acuity care services via virtual care. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investments in CCAW, JV LLC using the equity method of accounting.
During the three months ended September 30, 2024 and 2023, the Company recognized a loss of $0.7 million and $0.6 million, respectively, as its proportionate share of the joint venture results of operations. During the nine months ended September 30, 2024 and 2023, the Company recognized a loss of $2.4 million and $1.9 million, respectively, as its proportionate share of the joint venture results of operations.
Liquidity and Capital Resources
The following table presents a summary of our cash flow activity for the periods set forth below:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Consolidated Statements of Cash Flows Data: |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
$ |
(113,903 |
) |
|
$ |
(106,767 |
) |
Net cash used in investing activities |
|
|
(14,521 |
) |
|
|
(113,507 |
) |
Net cash provided by financing activities |
|
|
1,383 |
|
|
|
2,147 |
|
Total |
|
$ |
(127,041 |
) |
|
$ |
(218,127 |
) |
Sources of Financing
Our principal sources of liquidity were cash and cash equivalents totaling $244.6 million and $372.0 million as of September 30, 2024 and December 31, 2023, respectively, which were held for a variety of growth initiatives and investments as well as working capital purposes. Our cash and cash equivalents are comprised of money market funds.
As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $174.8 million and a net loss of $168.1 million for the nine months ended September 30, 2024 and had an accumulated deficit of $1,923.3 million as of September 30, 2024.
The Company has no debt as of September 30, 2024 or December 31, 2023 and expects to generate operating losses in future periods.
We believe that our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months from the issuance date of the financial statements. Our future capital requirements will depend on many factors including our growth rate, the scope of our relationship with the Leidos Partnership for Defense Health, contract renewal
30
activity, number of consultations on our enterprise software, 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, and the continuing market acceptance of digital care services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies and intellectual property rights. We may be required to seek additional equity or debt financing. 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.
Nine months ended September 30, 2024, vs. nine months ended September 30, 2023
Cash Used in Operating Activities
Cash used in operating activities was $113.9 million for the nine months ended September 30, 2024. The primary driver of this use of cash was our net loss of $168.1 million. The net loss was partially offset by non-cash expenses of $66.8 million (primarily stock-based compensation of $36.7 million and depreciation and amortization of $24.8 million). The net loss was reflective of the investments made back into the Company (from a technology and infrastructure perspective), partially offset by the expansion of business with existing clients.
Cash used in operating activities was $106.8 million for the nine months ended September 30, 2023. The primary driver of this use of cash was our net loss of $629.1 million. The net loss was partially offset by non-cash expenses of $523.1 million (primarily goodwill impairment of $436.5 million, stock-based compensation of $59.6 million and depreciation and amortization of $23.2 million). The net loss, excluding impairment charge, was reflective of the investments made back into the Company (from a technology and infrastructure perspective), partially offset by the overall growth of our business including expansion of business with existing clients.
Cash Used in Investing Activities
Cash used in investing activities was $14.5 million for the nine months ended September 30, 2024. Cash used in investing activities consisted of $12.7 million in capitalized software development costs and $1.7 million investment in the less than majority owned joint venture.
Cash used in investing activities was $113.5 million for the nine months ended September 30, 2023. Cash used in investing activities consisted of $13.8 million in capitalized software development costs, $3.9 million investment in the less than majority owned joint venture and purchases of short-term investments of $390.0 million, partially offset by sales and maturities of investments of $294.3 million.
Cash Provided by Financing Activities
Cash provided by financing activities for the nine months ended September 30, 2024, was $1.4 million. Cash provided by financing activities consisted of $1.4 million of proceeds from the employee stock purchase plan.
Cash provided by financing activities for the nine months ended September 30, 2023, was $2.1 million. Cash provided by financing activities consisted of $2.7 million of proceeds from the exercise of employee stock options and employee stock purchase plan, offset by $0.6 in the repurchase of stock to cover tax withholding obligations upon vesting of restricted stock units.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are therefore not exposed to the financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.
Contractual Obligations and Commitments
As of September 30, 2024, there have been no material changes from the contractual obligations and commitments previously disclosed in our Form 10-K.
31
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements and the related notes thereto are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment evolves. For a discussion of our critical accounting policies and estimates see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2023 Form 10-K.
Recently Issued Accounting Pronouncements Adopted
For more information on recently issued accounting pronouncements, see Note 2 to our condensed consolidated financial statements covered under Part I, Item 1 of this Quarterly Report on Form 10-Q.
New Accounting Pronouncements Not Yet Adopted
For more information on new accounting pronouncements not yet adopted, see Note 2 to our condensed consolidated financial statements covered under Part I, Item 1 in this Quarterly Report on Form 10-Q.
Item 3. Qualitative and Quantitative Disclosure about Market Risk
Interest Rate Risk
We had cash and cash equivalents totaling $244.6 million, and $372.0 million as of September 30, 2024 and December 31, 2023, respectively. These amounts were primarily invested in money markets. The Company held no investments as of September 30, 2024 and December 31, 2023. The cash and cash equivalents are held for a variety of growth and investments as well as working capital purposes.
We do not believe that an increase or decrease of 100 basis points in interest rates would have a material effect on our business, financial condition or results of operations. However, our cash equivalents are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Due in part to these factors, our future investment income may fall short of expectation due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates.
Fluctuations in the value of our money market funds caused by a change in interest rates (gains or losses on the carrying value) are recorded in other income and are realized only if we sell the underlying securities.
Foreign Currency Exchange Risk
To date, a substantial majority of our revenue from client arrangements has been denominated in U.S. dollars. We have limited operations outside the United States. As of September 30, 2024 and December 31, 2023, the Company has one foreign subsidiary in Israel, the functional currency of that subsidiary is the New Israeli Shekel. In addition the Company has three foreign subsidiaries from the acquisition of SilverCloud, with functional currencies of the Euro, British pound and Australian dollars. The Company also has a branch with a functional currency of the New Israeli Shekel. The transactional activity for these entities in the nine months ended September 30, 2024 and 2023 was not considered significant. Accordingly, we believe we do not have a material exposure to foreign currency risk. We may choose to focus on international expansion, which may increase our exposure to foreign currency exchange risk in the future.
Inflation Risk
We do not believe that inflation had a material effect on our business, financial condition or results of operations in the last two years. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition or results of operations.
32
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our management, with the participation of our principal executive officers and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officers and principal financial officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
33
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, financial condition, results of operations or cash flows. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in our Form 10-K. For a discussion of potential risks and uncertainties related to our Company see the information in our Form 10-K in the section entitled “Risk Factors.”
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There were no sales of unregistered equity securities during the quarter ended September 30, 2024.
Issuer Purchases of Equity Securities
The following table provides information about the Company’s purchases of its common stock for each month during this quarterly period covered by this report:
Period |
|
(a) Total |
|
|
(b) Average |
|
|
(c) Total number |
|
|
(d) Maximum |
|
||||
July 1 to July 31 |
|
|
64 |
|
|
$ |
6.46 |
|
|
|
— |
|
|
|
— |
|
August 1 to August 31 |
|
|
16 |
|
|
|
8.01 |
|
|
|
— |
|
|
|
— |
|
September 1 to September 30 |
|
|
74 |
|
|
|
8.30 |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
154 |
|
|
$ |
7.50 |
|
|
|
— |
|
|
|
— |
|
* Shares withheld to cover tax withholding obligations under the net settlement provision upon vesting of restricted stock units and exercising of options.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
34
Item 5. Other Information
Insider Trading Arrangements and Policies
During the three months ended September 30, 2024,
Item 6. Exhibits
The documents listed below are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
10.1*# |
|
Employment Agreement between American Well Corporation and Mark Hirschhorn, dated October14, 2024 |
|
|
|
10.2*# |
|
|
|
|
|
10.3*# |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1* |
|
|
|
|
|
32.2* |
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
Cover page formatted as Inline XBRL and contained in Exhibit 101 |
* |
Filed herewith |
# |
Indicates a management contract or compensatory plan |
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
AMERICAN WELL CORPORATION |
|
|
|
|
|
Date: |
October 30, 2024 |
|
By: |
/s/ Ido Schoenberg, MD |
|
|
|
|
Chief Executive Officer |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
Date: |
October 30, 2024 |
|
By: |
/s/ Mark Hirschhorn |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
Date: |
October 30, 2024 |
|
By: |
/s/ Paul McNeice |
|
|
|
|
Chief Accounting Officer |
|
|
|
|
(Principal Accounting Officer) |
36
Exhibit 10.1
AMERICAN WELL CORPORATION
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of October 14, 2024 (the “Effective Date”) by and between American Well Corporation, a Delaware corporation (the “Company”), and Mark Hirschhorn an individual (“Executive”) (hereinafter collectively referred to as “the parties”). Where the context requires, references to the Company shall include the Company’s subsidiaries and affiliates.
RECITALS
WHEREAS, the Company desires to employ Executive for the period provided in this Agreement, and Executive desires to accept such employment with the Company, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:
If, however, Executive chooses to terminate Executive’s employment with the Company without Good Reason (and not due to Disability (as defined below)) or the Company terminates Executive for Cause (as defined in Exhibit A), in each case, prior to the one (1) year anniversary of the Commencement Date, Executive hereby agrees immediately (and in all events within fifteen (15) days following the date of such termination) to (i) transfer ownership of each share of the Company’s stock delivered in respect of the RSU Award (as well as all non-cash property distributed with respect to any such share) that is then-owned by Executive or any of Executive’s family members, estate planning vehicles or other parties related to Executive back to the Company without payment therefor, and (ii) deliver to the Company in cash the gross amount of all proceeds, dividends and distributions received by Executive or his/her family members, estate planning vehicles or other parties related to Executive in respect of the shares of the Company’s stock delivered in respect of the RSU Award (including, without limitation, all proceeds received in respect of the sale or exchange of any non-cash property distributed in respect of shares of the Company’s stock underlying the RSU Award).
In addition, to protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates and otherwise protect the legitimate business interests of the Company and its affiliates, Executive agrees, during the Employment Term and for a period of twelve (12) months after Executive’s cessation of employment with the Company, not to (x) solicit any client or customer to receive services or to purchase any goods or services in competition with those provided by the Company or any of its subsidiaries or (y) interfere or attempt to interfere in any material respect with the relationship between the Company or any of its subsidiaries on one hand and any client, customer, supplier, investor, financing source or capital market intermediary on the other hand, in any country. For purposes of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence clients or customers of the Company or any of its affiliates to accept the services or
goods of any other person, partnership, firm, corporation or other entity in competition with those provided by the Company or any of its affiliates.
Executive agrees that the covenants contained in this Section 12(a) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates and otherwise protect the legitimate business interests of the Company and its affiliates; provided that solicitation alone through general advertising or the provision of references shall not constitute a breach of such obligations.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written, to be effective as of the Effective Date.
AMERICAN WELL CORPORATION
By: /s/ Brad Gay
Name: Brad Gay
Title: SVP & General Counsel
EXECUTIVE
By: /s/ Mark Hirschhorn
Name: Mark Hirschhorn
EXHIBIT A
DEFINITIONS
For purposes of Section 6(c) of this Agreement, the following shall constitute “Cause”: (1) Executive’s indictment or conviction for either a felony offense or any other crime involving, or participation in, any fraud, theft or embezzlement; (2) willful breach of Executive’s duties of good faith and fair dealing that are owed to the Company or any of its subsidiaries; (3) Executive’s material breach or violation of any material agreement between Executive and the Company or any of its subsidiaries; (4) willful and material failure to comply with the code of conduct of the Company or any of its subsidiaries or any other material policies of the Company that have been approved by the board of directors of the Company (the “Board”) or its authorized delegate and which is materially harmful to the Company and its subsidiaries taken as a whole; or (5) Executive’s willful failure or refusal to follow the lawful directions of the Company’s Chief Executive Officer (or co-Chief Executive Officers, if applicable) or the Board; provided that Executive shall have thirty (30) days after written notice from the Company to cure the deficiency leading to the Cause determination (except with respect to prong (1) above, for which no notice is required) if, in the sole and reasonable discretion of the Board, such deficiency is curable.
For purposes of Section 6(e) of this Agreement, “Good Reason” means, without Executive’s express written consent: (1) the failure by the Company to provide Executive with Executive’s Base Salary, compensation and benefits in accordance with the terms of this Agreement, except for a reduction in Executive’s Base Salary prior to a Change in Control that is consistent with base salary reductions for similarly situated executives of the Company; (2) a material diminution in Executive’s authorities, responsibilities, position, reporting or job title as of immediately prior to such diminution (including, for the avoidance of doubt, Executive’s being required to report to anyone other than the CEO); provided that this clause (2) shall not apply following a Change in Control in which the buyer is a strategic acquirer; (3) the failure of the Company to assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company, as applicable, as contemplated by Section 16(a) hereof; or (4) a material breach by the Company of the terms of this Agreement. For the avoidance of doubt, Executive shall not be considered to have terminated Executive’s employment for Good Reason unless Executive has (A) not expressly consented in writing to the occurrence that Executive alleges constitutes Good Reason; (B) given the Company written Notice of Termination for Good Reason not more than sixty (60) days after Executive’s knowledge of the initial existence of the alleged condition giving rise to Good Reason; (C) given the Company at least thirty (30) days after receipt of such notice to cure the alleged deficiency; and (D) terminated Executive’s employment within sixty (60) days following the Company’s receipt of such notice.
EXHIBIT B
PRIOR INVENTIONS
Prior Invention |
Party(ies) |
Relationship |
|
|
|
Exhibit 10.2
AMERICAN WELL CORPORATION
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), effective as of August 16, 2024 (the “Effective Date”), is made to that certain Employment Agreement (“Agreement”), dated April 17, 2023, by and between American Well Corporation, a Delaware corporation (the “Company”), and Kathy Weiler, an individual (the “Executive”) (hereinafter collectively referred to as “the parties”), as amended. Where the context requires, references to the Company shall include the Company’s subsidiaries and affiliates.
RECITALS
WHEREAS, Company and Executive desire to revise the commercial terms of the Agreement.
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:
A new Section 8(h) is hereby added to the Agreement immediately following the existing Section 8(g) as follows:
“h. Termination by Executive without Good Reason after June 1, 2025. Provided that Executive does not accept a new position with the Company at any time prior to her termination date, Executive shall be entitled to terminate Executive’s employment by the Company without Good Reason on or at any time after June 1, 2025, and upon such termination Executive shall be entitled to the benefits provided in this Section 8(h):
For clarity and notwithstanding anything else set forth herein, the Executive’s refusal or failure to accept a new position within the Company at any time prior to terminating her employment without Good Reason shall not constitute a termination by the Executive Without Good Reason.”
Section 9 is hereby amended by adding the following sentence to the end thereof:
“Notwithstanding anything in this Agreement or any other otherwise applicable plan or agreement to the contrary (but subject to Section 16(d) and the otherwise applicable provisions of this Section 9, including the six-month delay rule described above): (i) all Accrued Compensation, to the extent it qualifies as deferred compensation subject to Section 409A, shall be paid by the Company to Executive not later than sixty (60) days after Executive’s termination date; (ii) any bonus that is earned but unpaid in respect of any fiscal year preceding the termination date and that is payable by the Company to Executive in accordance with Section 8(b)(2), Section 8(c)(2), Section 8(e), Section 8(f)(2) or Section 8(h)(2) shall be payable within the same taxable year of Executive as the taxable year of Executive in which the termination occurs, (iii) any pro rata bonus that is payable by the Company to Executive in accordance with Section 8(c)(3), Section 8(e) or Section 8(h)(3) shall be payable within the period between January 1 and March 15 of the taxable year of Executive that follows the taxable year of Executive in which the termination date occurs, (iv) if (and only if) an amount is payable under Section 8(f)(3) due to a qualifying termination of Executive’s employment within the one-month period prior to a Change in Control (or because the exception under Treas. Reg. § 1.409A-3(c)(1) to the so-called “anti-toggling” rule otherwise does not apply) then, to the extent the amount payable under Section 8(f)(3) is equal to or less than the amount that would be payable under Section 8(c)(3) (such portion of the amount payable under Section 8(f)(3), the “Pro Rata Bonus Equivalent”), the Pro Rata Bonus Equivalent shall be payable within the period between January 1 and March 15 of the taxable year of Executive that follows the taxable year of Executive in which the termination date occurs and, to the extent the amount payable under Section 8(f)(3) exceeds the Pro Rata Bonus Equivalent, such excess amount shall be payable by the Company to Executive within thirty (30) days following the termination date; (v) any unvested equity awards that become vested in accordance with Section 8(c)(5), Section 8(e), Section 8(f)(5) or Section 8(h)(5) that constitute deferred compensation for purposes of Section 409A shall be settled not later than sixty (60) days following Executive’s termination date; and (vi) in no event shall the timing of Executive’s election of COBRA, directly or indirectly, result in Executive designating the taxable year
of payment of any amount otherwise paid or provided under Section 8(c)(6), Section 8(e), Section 8(f)(6) or Section 8(h)(6), and, to the extent required by Section 409A, if a payment that is otherwise payable under Section 8(c)(6), Section 8(e), Section 8(f)(6) or Section 8(h)(6) could be made in more than one taxable year of Executive, payment shall be made in the later taxable year.”
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written, to be effective as of the Effective Date.
AMERICAN WELL CORPORATION |
|
By: |
/s/ Bradford Gay |
|
Name: Bradford Gay |
|
Title: General Counsel |
EXECUTIVE |
|
By: |
/s/ Kathy Weiler |
|
Name: Kathy Weiler |
Exhibit 10.3
American Well Corporation
Retention Agreement
THIS RETENTION AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ______ by and among American Well Corporation and any of its divisions, affiliates, subsidiaries, their successors and assigns and all other related entities (collectively the “Company”), on the one hand, and [EMPLOYEE NAME] (“Employee”), on the other hand.
WITNESSETH:
WHEREAS, the Company has determined that it desires assurances of the continued availability of the services of Employee in order to provide continuity of high-quality services to Company; and
WHEREAS, in furtherance of these goals, the Company is willing to provide an incentive to Employee to remain employed exclusively by the Company for the period described below, subject to the terms and conditions provided herein; and
NOW THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the Company and the Employee hereby enter into this Agreement and agree as follows:
1. Term.
This Agreement shall commence as of the date of the later signature below (the “Effective Date”) and shall continue until the earlier of (a) [INSERT DATE] (the “Retention Date”) and (b) such date as of which Employee’s employment with the Company shall terminate.
2. Retention Payment and Eligibility Criteria.
A retention payment in the minimum amount of [INSERT AMOUNT] will be paid to Employee, less legally required deductions (the “Retention Amount”), on [INSERT DATE]; provided, however that Employee acknowledges that he/she has not earned the Retention Amount, unless he/she has remained employed through the Retention Date (except as provided in Section 3) and has met all of the criteria set forth below, in which case the Retention Amount is earned on the Retention Date.
The Retention Amount above is a minimum amount that may be increased at the sole discretion of the Company. Subject to the foregoing, any increase in the Retention Amount will, in part, be dependent on the performance of the organization in [INSERT YEAR]. The actual Retention Amount will be confirmed by the CEO and communicated to Employee following the close of the [INSERT YEAR] financial calendar year. The Retention Amount shall be considered an “Cash Based Award” granted pursuant to the 2020 Equity Incentive Plan.
In order to be eligible to receive the Retention Amount, Employee acknowledges that he/she must meet the following criteria:
1. Employee’s performance has been satisfactory, as determined in the Company’s sole discretion, from the date of this letter agreement through the date of the Retention Amount payment.
2. Employee is actively employed by the Company on the date of the Retention Amount payment.
3. Employee has not given notice of his/her intent to resign from employment on or before the date of the Retention Amount payment.
4. The Company has not given Employee notice of its intent to terminate Employee’s employment on or before the date of the Retention Amount payment in connection with any willful or gross misconduct by Employee with respect to the performance of his/her duties or any violation of Company policies.
5. Employee has complied with Section 4 of this Agreement.
3. Employment-At-Will; Termination
Subject to the terms of Employee’s current employment agreement with Company, nothing in this Agreement changes the Employee’s status with the Company as an Employee “at will” for an indefinite term, and Employee may be terminated at Employee’s option or the option of the Company at any time, with or without cause or notice, except that Employee agrees to use reasonable efforts to give the Company at least two (2) weeks prior written notice before resigning such employment.
Notwithstanding anything else set forth herein, the Company and Employee hereby acknowledge and agree that if (i) Company terminate Employee without “Cause” or (ii) Employee terminates his/her employment for “Good Reason”, in either case before the Retention Date, than Employee shall immediately receive the Retention Amount. For purposes of clarity, the definition of “Cause” and “Good Reason” shall have the meanings given to such terms in Employee’s current employment agreement with the Company.
4. Nondisclosure and Confidentiality.
To the extent permitted by law, Employee shall keep the provisions of this Agreement in strict confidence and shall not disclose the existence or terms of the Agreement to any third party. However, nothing in this article shall preclude Employee from disclosing the provisions of this Agreement in confidence to his/her spouse, legal counsel, or tax accountant subject to obtaining an obligation on their parts not to further disclose such information. Employee understands that this article on confidentiality is a material term of this Agreement and a breach by Employee could result in termination of the Agreement and/or other actions for damages by Company.
5. Entire Agreement.
This letter agreement contains all of the understandings and representations between the Company and Employee relating to the Retention Amount and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment; provided, however, that this letter agreement shall not supersede any other agreements between the Company and Employee, and specifically Employee’s [offer letter][employment agreement] with
the Company or Employee’s Employee Confidentiality, Non Solicitation and Non Competition Agreement, all of which shall remain in full force and effect. This letter agreement may not be amended or modified unless in writing signed by both the Company and the Employee.
6. Assignment.
(a) Employee acknowledges and agrees that this Agreement is personal to the Employee and the Employee may not assign any rights or delegate any obligations or duties hereunder; provided that this Agreement shall inure to the benefit of and be enforceable by the Employee and his or her personal or legal representatives, executors, administrators, heirs, distributes, devisees and legatees.
(b) This Agreement, and the rights and obligations of the Company hereunder, shall inure to the benefit of, and shall be binding upon, any successor or assign of the Company or all or substantially all of the business and/or assets of the Company (whether direct or indirect, by merger, purchase, consolidation, operation of law or otherwise) and may be assigned by the Company to any entity that shall succeed to the business and assets of the Company. As used in this Agreement, “Company” shall mean the Company as defined herein and any successor to the Company or its business and/or assets as aforesaid.
7. Expiration.
Unless signed by all parties, this agreement shall expire and be of no further force or effect as of the close of business on [INSERT DATE] (the “Expiration Date”). Employee must acknowledge and sign and return this letter to amber.howe@amwell.com on or before the Expiration Date.
8. Governing Law; Venue; Jury Waiver
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law that would cause the application of the internal laws of any other jurisdiction). Any legal action concerning this Agreement shall be brought exclusively in courts situated in Suffolk County, Massachusetts. Employee expressly consents to and agrees to subject himself/herself to the jurisdiction of the courts in Massachusetts, federal or state, for purposes of determining any and all rights or obligations under this Agreement and hereby waives any objection that Employee may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. IN ANY SUCH PROCEEDINGS, EMPLOYEE AND COMPANY HEREBY KNOWINGLY AND WILLINGLY WAIVE AND SURRENDER THEIR RIGHT TO TRIAL BY JURY AND AGREE THAT SUCH LITIGATION SHALL BE TRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A BENCH TRIAL, WITHOUT A JURY.
9. Waiver.
The waiver by either party of a breach of any term of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provision by either party or of the breach of any other term or provision of this Agreement.
10. Acknowledgment.
Employee acknowledges that Employee has the right to consult with legal counsel of his/her choosing before entering into this Agreement, and Employee represents that he/she has either availed himself/herself of this opportunity or, in the alternative, has knowingly and voluntarily foregone the assistance of legal counsel. Employee further acknowledges that Employee has carefully read and fully understands the provisions of this Agreement, and that Employee is voluntarily entering into it without any duress or pressure from the Company.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first written above.
American Well Corporation
By:
/s/ Amber Howe
Name: Amber Howe
Title: Chief People Officer
Date:
ACKNOWLEDGED AND AGREED:
By:__________________________
Name:
Date:
Exhibit 31.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICERS PERIODIC REPORT UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Ido Schoenberg, certify that:
Date: October 30, 2024 |
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By: |
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/s/ Ido Schoenberg |
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Ido Schoenberg |
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Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Hirschhorn, certify that:
Date: October 30, 2024 |
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By: |
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/s/ Mark Hirschhorn |
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Mark Hirschhorn |
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Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICERS PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ido Schoenberg, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of American Well Corporation for the fiscal quarter ended September 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of American Well Corporation.
Date: October 30, 2024
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By: |
/s/ Ido Schoenberg |
Name: |
Ido Schoenberg |
Title: |
Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Hirschhorn, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of American Well Corporation for the fiscal quarter ended September 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of American Well Corporation.
Date: October 30, 2024
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By: |
/s/ Mark Hirschhorn |
Name: |
Mark Hirschhorn |
Title: |
Chief Financial Officer |
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(Principal Financial Officer) |