Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | AMWL | |
Entity Registrant Name | American Well Corporation | |
Entity Central Index Key | 0001393584 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A common stock,par value of $0.01 per share | |
Entity File Number | 001-39515 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5009396 | |
Entity Address, Address Line One | 75 State Street | |
Entity Address, Address Line Two | 26th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02109 | |
City Area Code | 617 | |
Local Phone Number | 204-3500 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 251,727,585 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,390,397 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,555,555 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 161,356 | $ 538,546 |
Investments | 297,326 | |
Accounts receivable ($91 and $2,597, from related parties and net of allowances of $1,838 and $1,884, respectively) | 48,399 | 58,372 |
Inventories | 8,532 | 8,737 |
Deferred contract acquisition costs | 1,534 | 1,394 |
Prepaid expenses and other current assets | 18,294 | 19,567 |
Total current assets | 535,441 | 626,616 |
Restricted cash | 795 | 795 |
Property and equipment, net | 586 | 1,012 |
Goodwill | 79,421 | 435,279 |
Intangible assets, net | 134,953 | 134,980 |
Operating lease right-of-use asset | 11,770 | 13,509 |
Deferred contract acquisition costs, net of current portion | 4,520 | 3,394 |
Other assets | 2,197 | 1,972 |
Investment in minority owned joint venture (Note 2) | 2,493 | |
Total assets | 772,176 | 1,217,557 |
Current liabilities: | ||
Accounts payable | 4,521 | 7,236 |
Accrued expenses and other current liabilities | 42,581 | 54,258 |
Operating lease liability, current | 2,932 | 3,057 |
Deferred revenue ($706 and $1,665 from related parties, respectively) | 60,214 | 49,505 |
Total current liabilities | 110,248 | 114,056 |
Other long-term liabilities | 1,645 | 1,574 |
Operating lease liability, net of current portion | 9,995 | 11,787 |
Deferred revenue, net of current portion ($4 and $10 from related parties, respectively) | 6,600 | 6,289 |
Total liabilities | 128,488 | 133,706 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued or outstanding as of June 30, 2023 and as of December 31, 2022 | ||
Common stock, $0.01 par value; 1,000,000,000 Class A shares authorized, 251,076,995 and 244,193,727 shares issued and outstanding, respectively; 100,000,000 Class B shares authorized, 27,390,397 shares issued and outstanding; 200,000,000 Class C shares authorized 5,555,555 issued and outstanding as of June 30, 2023 and as of December 31, 2022 | 2,834 | 2,766 |
Additional paid-in capital | 2,204,387 | 2,160,108 |
Accumulated other comprehensive income | (8,869) | (16,969) |
Accumulated deficit | (1,572,777) | (1,082,028) |
Total American Well Corporation stockholders’ equity | 625,575 | 1,063,877 |
Non-controlling interest | 18,113 | 19,974 |
Total stockholders’ equity | 643,688 | 1,083,851 |
Total liabilities and stockholders’ equity | $ 772,176 | $ 1,217,557 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts receivable from related parties | $ 48,399 | $ 58,372 |
Accounts receivable net of allowances | 1,838 | 1,884 |
Deferred revenue from related parties current | 706 | 1,665 |
Deferred revenue from related parties non current | $ 4 | $ 10 |
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 1,300,000,000 | |
Common Stock, Shares, Issued | 284,022,947 | |
Common Stock, Shares, Outstanding | 284,022,947 | |
Common Class A [Member] | ||
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 251,076,995 | 244,193,727 |
Common Stock, Shares, Outstanding | 251,076,995 | 244,193,727 |
Common Class B [Member] | ||
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 27,390,397 | 27,390,397 |
Common Stock, Shares, Outstanding | 27,390,397 | 27,390,397 |
Common Class C [Member] | ||
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 5,555,555 | 5,555,555 |
Common Stock, Shares, Outstanding | 5,555,555 | 5,555,555 |
Related Party [Member] | ||
Accounts receivable from related parties | $ 91 | $ 2,597 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations And Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
($983, $1,163, $1,971 and $2,377 from related parties, respectively) | $ 62,447 | $ 64,516 | $ 126,448 | $ 128,748 |
Costs and operating expenses: | ||||
Costs of revenue, excluding depreciation and amortization of intangible assets | 38,244 | 36,497 | 76,996 | 73,262 |
Research and development | 25,842 | 37,067 | 51,765 | 74,548 |
Sales and marketing | 21,554 | 18,721 | 44,280 | 39,875 |
General and administrative | 36,319 | 34,911 | 72,689 | 67,627 |
Depreciation and amortization expense | 7,718 | 6,724 | 14,961 | 13,322 |
Goodwill Impairment | 27,276 | 357,585 | ||
Total costs and operating expenses | 156,953 | 133,920 | 618,276 | 268,634 |
Loss from operations | (94,506) | (69,404) | (491,828) | (139,886) |
Interest income and other income (expense), net | 2,332 | 764 | 3,272 | 872 |
Loss before expense from income taxes and loss from equity method investment | (92,174) | (68,640) | (488,556) | (139,014) |
Expense from income taxes | (716) | (461) | (2,191) | (129) |
Loss from equity method investment | (625) | (551) | (1,277) | (762) |
Net loss | (93,515) | (69,652) | (492,024) | (139,905) |
Net loss attributable to non-controlling interest | (1,040) | (507) | (1,861) | (723) |
Net loss attributable to American Well Corporation | $ (92,475) | $ (69,145) | $ (490,163) | $ (139,182) |
Net loss per share attributable to common stockholders, basic | $ (0.33) | $ (0.25) | $ (1.74) | $ (0.51) |
Net loss per share attributable to common stockholders, diluted | $ (0.33) | $ (0.25) | $ (1.74) | $ (0.51) |
Weighted-average common shares outstanding, basic | 283,059,929 | 273,320,740 | 281,504,945 | 273,615,031 |
Weighted-average common shares outstanding, diluted | 283,059,929 | 273,320,740 | 281,504,945 | 273,615,031 |
Net loss | $ (93,515) | $ (69,652) | $ (492,024) | $ (139,905) |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain (loss) on available-for-sale investments | 1,933 | (111) | 6,252 | (1,362) |
Foreign currency translation | (214) | (10,179) | 1,848 | (13,130) |
Comprehensive loss | (91,796) | (79,942) | (483,924) | (154,397) |
Less: Comprehensive loss attributable to non-controlling interest | (1,040) | (507) | (1,861) | (723) |
Comprehensive loss attributable to American Well Corporation | $ (90,756) | $ (79,435) | $ (482,063) | $ (153,674) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party [Member] | ||||
Revenue from Related Parties | $ 983 | $ 1,163 | $ 1,971 | $ 2,377 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Conversa Health Inc. [Member] | Silver Cloud Health Holdings, Inc. [Member] | Common Stock [Member] | Common Stock [Member] Conversa Health Inc. [Member] | Common Stock [Member] Silver Cloud Health Holdings, Inc. [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Conversa Health Inc. [Member] | Additional Paid-in Capital [Member] Silver Cloud Health Holdings, Inc. [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Equity (Deficit) [Member] | American Well Corporation Stockholder Equity (Deficit) [Member] | American Well Corporation Stockholder Equity (Deficit) [Member] Conversa Health Inc. [Member] | American Well Corporation Stockholder Equity (Deficit) [Member] Silver Cloud Health Holdings, Inc. [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2021 | $ 1,260,875 | $ 2,620 | $ 2,054,275 | $ (6,353) | $ (811,284) | $ 1,239,258 | $ 21,617 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 261,871,587 | ||||||||||||||
Exercise of common stock options | 2,465 | $ 10 | 2,455 | 2,465 | |||||||||||
Exercise of common stock options, Shares | 976,644 | ||||||||||||||
Vesting of restricted stock units | $ 14 | (14) | |||||||||||||
Vesting of restricted stock units, Shares | 1,398,305 | ||||||||||||||
Issuance of stock under employee stock purchase plan | 1,501 | $ 4 | 1,497 | 1,501 | |||||||||||
Issuance of stock under employee stock purchase plan,Shares | 425,114 | ||||||||||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement | $ 4,298 | $ 10 | $ 4,288 | $ 4,298 | |||||||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement, Shares | 1,020,964 | ||||||||||||||
Stock-based compensation expense | 12,085 | 12,085 | 12,085 | ||||||||||||
Capital contributed by selling shareholders of acquired businesses | 2,019 | 2,019 | 2,019 | ||||||||||||
Currency translation adjustment | (2,951) | (2,951) | (2,951) | ||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (1,251) | (1,251) | (1,251) | ||||||||||||
Net loss | (70,253) | (70,037) | (70,037) | (216) | |||||||||||
Ending balance at Mar. 31, 2022 | 1,208,788 | $ 2,658 | 2,076,605 | (10,555) | (881,321) | 1,187,387 | 21,401 | ||||||||
Ending balance, Shares at Mar. 31, 2022 | 265,692,614 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | 1,260,875 | $ 2,620 | 2,054,275 | (6,353) | (811,284) | 1,239,258 | 21,617 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 261,871,587 | ||||||||||||||
Currency translation adjustment | (13,130) | ||||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (1,362) | ||||||||||||||
Net loss | (139,905) | ||||||||||||||
Ending balance at Jun. 30, 2022 | 1,160,893 | $ 2,734 | 2,108,576 | (20,845) | (950,466) | 1,139,999 | 20,894 | ||||||||
Ending balance, Shares at Jun. 30, 2022 | 273,343,017 | ||||||||||||||
Beginning balance at Mar. 31, 2022 | 1,208,788 | $ 2,658 | 2,076,605 | (10,555) | (881,321) | 1,187,387 | 21,401 | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 265,692,614 | ||||||||||||||
Exercise of common stock options | 1,926 | $ 10 | 1,916 | 1,926 | |||||||||||
Exercise of common stock options, Shares | 1,083,571 | ||||||||||||||
Vesting of restricted stock units | $ 16 | (16) | |||||||||||||
Vesting of restricted stock units, Shares | 1,606,976 | ||||||||||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement | $ 12,945 | $ 50 | $ 12,895 | $ 12,945 | |||||||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement, Shares | 4,959,856 | ||||||||||||||
Receipt of Section 16(b) disgorgement | 295 | 295 | 295 | ||||||||||||
Stock-based compensation expense | 14,907 | 14,907 | 14,907 | ||||||||||||
Capital contributed by selling shareholders of acquired businesses | 1,974 | 1,974 | 1,974 | ||||||||||||
Currency translation adjustment | (10,179) | (10,179) | (10,179) | ||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (111) | (111) | (111) | ||||||||||||
Net loss | (69,652) | (69,145) | (69,145) | (507) | |||||||||||
Ending balance at Jun. 30, 2022 | 1,160,893 | $ 2,734 | 2,108,576 | (20,845) | (950,466) | 1,139,999 | 20,894 | ||||||||
Ending balance, Shares at Jun. 30, 2022 | 273,343,017 | ||||||||||||||
Beginning balance at Dec. 31, 2022 | 1,083,851 | $ 2,766 | 2,160,108 | (16,969) | (1,082,028) | 1,063,877 | 19,974 | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 277,139,679 | ||||||||||||||
Exercise of common stock options | 289 | $ 1 | 288 | 289 | |||||||||||
Exercise of common stock options, Shares | 128,572 | ||||||||||||||
Vesting of restricted stock units | $ 29 | (29) | |||||||||||||
Vesting of restricted stock units, Shares | 2,927,471 | ||||||||||||||
Shares repurchased and retired | (1) | (1) | (1) | ||||||||||||
Shares repurchased and retired,Shares | (316) | ||||||||||||||
Issuance of stock under employee stock purchase plan | 1,268 | $ 5 | 1,263 | 1,268 | |||||||||||
Issuance of stock under employee stock purchase plan,Shares | 513,339 | ||||||||||||||
Stock-based compensation expense | 20,997 | 20,997 | 20,997 | ||||||||||||
Currency translation adjustment | 2,062 | 2,062 | 2,062 | ||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | 4,319 | 4,319 | 4,319 | ||||||||||||
Net loss | (398,509) | (397,688) | (397,688) | (821) | |||||||||||
Ending balance at Mar. 31, 2023 | 714,276 | $ 2,801 | 2,182,627 | (10,588) | (1,479,717) | 695,123 | 19,153 | ||||||||
Ending balance, Shares at Mar. 31, 2023 | 280,708,745 | ||||||||||||||
Beginning balance at Dec. 31, 2022 | 1,083,851 | $ 2,766 | 2,160,108 | (16,969) | (1,082,028) | 1,063,877 | 19,974 | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 277,139,679 | ||||||||||||||
Currency translation adjustment | 1,848 | ||||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | 6,252 | ||||||||||||||
Net loss | (492,024) | ||||||||||||||
Ending balance at Jun. 30, 2023 | 643,688 | $ 2,834 | 2,204,387 | (8,869) | (1,572,777) | 625,575 | 18,113 | ||||||||
Ending balance, Shares at Jun. 30, 2023 | 284,022,947 | ||||||||||||||
Beginning balance at Mar. 31, 2023 | 714,276 | $ 2,801 | 2,182,627 | (10,588) | (1,479,717) | 695,123 | 19,153 | ||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 280,708,745 | ||||||||||||||
Exercise of common stock options | 280 | $ 2 | 278 | 280 | |||||||||||
Exercise of common stock options, Shares | 158,027 | ||||||||||||||
Vesting of restricted stock units | $ 34 | (34) | |||||||||||||
Vesting of restricted stock units, Shares | 3,420,846 | ||||||||||||||
Shares repurchased and retired | (585) | $ (3) | 3 | (585) | (585) | ||||||||||
Shares repurchased and retired,Shares | (264,671) | ||||||||||||||
Stock-based compensation expense | 21,513 | 21,513 | 21,513 | ||||||||||||
Currency translation adjustment | (214) | (214) | (214) | ||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | 1,933 | 1,933 | 1,933 | ||||||||||||
Net loss | (93,515) | (92,475) | (92,475) | (1,040) | |||||||||||
Ending balance at Jun. 30, 2023 | $ 643,688 | $ 2,834 | $ 2,204,387 | $ (8,869) | $ (1,572,777) | $ 625,575 | $ 18,113 | ||||||||
Ending balance, Shares at Jun. 30, 2023 | 284,022,947 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (492,024) | $ (139,905) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill Impairment | 357,585 | |
Depreciation and amortization expense | 14,950 | 13,132 |
Provisions for credit losses | (21) | (308) |
Amortization of deferred contract acquisition costs | 1,093 | 847 |
Amortization of deferred contract fulfillment costs | 215 | 288 |
Noncash compensation costs incurred by selling shareholders | 3,993 | |
Stock-based compensation expense | 42,685 | 27,598 |
Loss on equity method investment | 1,277 | 762 |
Deferred income taxes | (23) | (1,164) |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | 10,161 | 5,763 |
Inventories | 205 | (391) |
Deferred contract acquisition costs | (2,338) | (1,135) |
Prepaid expenses and other current assets | 1,091 | (1,714) |
Other assets | (212) | 489 |
Accounts payable | (2,753) | (6,525) |
Accrued expenses and other current liabilities | (11,591) | (490) |
Other long-term liabilities | (15) | |
Deferred revenue | 10,924 | (6,624) |
Net cash used in operating activities | (68,776) | (105,399) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (36) | (58) |
Capitalized software development costs | (13,836) | |
Investment in less than majority owned joint venture | (3,920) | (1,960) |
Purchases of investments | (389,990) | (499,223) |
Proceeds from sales and maturities of investments | 98,916 | 124,981 |
Net cash used in investing activities | (308,866) | (376,260) |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock options | 569 | 4,465 |
Proceeds from employee stock purchase plan | 1,268 | 1,501 |
Payments for the purchase of treasury stock | (586) | |
Proceeds from Section 16(b) disgorgement | 295 | |
Payment of contingent consideration | (11,790) | |
Net cash provided by (used in) financing activities | 1,251 | (5,529) |
Effect of exchange rates changes on cash, cash equivalents, and restricted cash | (799) | (2,039) |
Net decrease in cash, cash equivalents, and restricted cash | (377,190) | (489,227) |
Cash, cash equivalents, and restricted cash at beginning of period | 539,341 | 747,211 |
Cash, cash equivalents, and restricted cash at end of period | 162,151 | 257,984 |
Cash, cash equivalents, and restricted cash at end of period: | ||
Cash and cash equivalents | 161,356 | 257,189 |
Restricted cash | 795 | 795 |
Total cash, cash equivalents, and restricted cash at end of period | 162,151 | 257,984 |
Supplemental disclosure of cash flow information: | ||
Cash paid (refunded) for income taxes | $ 1,018 | 13 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock in settlement of earnout | $ 17,243 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (92,475) | $ (69,145) | $ (490,163) | $ (139,182) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Insider Trading Arrangements and Policies During the three months ended June 30, 2023, certain of our officers and directors adopted or terminated Rule 10b5-1 trading arrangements as follows: • On May 9, 2023, Robert Shepardson, our Chief Financial Officer, terminated a trading plan that was intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The plan was for the sale of up to 80,000 shares of our Class A common stock in amounts and prices determined in accordance with a formula set forth in the plan and was set to expire on the earlier of the date on which all the shares under the plan are sold and September 15, 2023. As of the date of termination, 60,000 shares of our Class A common stock were sold under the plan. • On May 9, 2023 , Robert Shepardson , our Chief Financial Officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The plan is for the sale of up to 80,000 shares of our Class A common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date all the shares under the plan are sold and June 8, 2024. • On June 14, 2023 , Kathy Weiler , our Chief Commercial & Growth Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The plan is for the sale of up to 250,000 shares of our Class A common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date all the shares under the plan are sold and June 1, 2024 . |
Robert Shepardson [Member] | |
Trading Arrangements, by Individual | |
Name | Robert Shepardson |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 9, 2023 |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | June 8, 2024. |
Aggregate Available | 80,000 |
Kathy Weiler [Member] | |
Trading Arrangements, by Individual | |
Name | Kathy Weiler |
Title | Chief Commercial |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 14, 2023 |
Termination Date | June 1, 2024 |
Aggregate Available | 250,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business 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. Liquidity and Capital Resources The Company expects that its cash, cash equivalents and investments balance as of June 30, 2023 of $ 458,682 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 for the fiscal year ended December 31, 2022, 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 the financial position, results of operations and cash flows at the dates and for the periods indicated. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of results for the full 2023 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. 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. For consolidated entities where American Well owns or is exposed to less than 100 % of the economics, the net loss attributable to noncontrolling interests is recorded in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest retained in each entity by the respective non-controlling party. The noncontrolling interests are presented as a separate component of stockholders’ deficit in the condensed consolidated balance sheets. 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 makers (CODMs), its two Chief Executive Officers, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company operates and manages its business as one reportable and operating segment. In addition, substantially all of the Company’s revenue and long-lived assets are attributable to operations in the United States for all periods presented. 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 $ 33,442 and $ 1,760 , respectively, as of June 30, 2023 and $ 31,189 and $ 1,648 , respectively as of December 31, 2022. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 16,729 and $ 17,400 for the three months ended June 30, 2023 and 2022, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended June 30, 2023 and 2022. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 36,475 and $ 35,792 for the six months ended June 30, 2023 and 2022, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the six months ended June 30, 2023 and 2022 . 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. In 2020 the Company contributed $ 2,940 as its initial investment for a 49 % interest in CCAW, JV LLC. The agreement also requires aggregate total capital contributions by the Company up to an additional $ 11,800 in two phases, which is yet to be defined. In April 2022 the Company made a capital contribution of $ 1,960 related to a portion of the phase one capital commitment. During the six months ended June 30, 2023 the Company made capital contributions of $ 3,920 related to a portion of the phase one capital commitment, of which $ 2,940 was contributed in the three months ended June 30, 2023. For the three months ended June 30, 2023 and 2022, the Company recognized a loss of $ 625 and $ 551 as its proportionate share of the joint venture’s results of operations, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized a loss of $ 1,277 and $ 762 , respectively. Accordingly, the carrying value of the equity method investment as of June 30, 2023 and December 31, 2022 was $ 2,493 and $( 150 ), respectively. As the share of losses exceeds the carrying amount of the investment, the carrying amount as of December 31, 2022 is included in the balance of accrued expenses and other current liabilities on the consolidated balance sheet. 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 June 30, 2023 one client accounted for 15 % of outstanding accounts receivable, and as of December 31, 2022 , two clients each accounted for 18 % of outstanding accounts receivable. During the three months ended June 30, 2023 and 2022, sales to one client represented 24 % and 24 % of the Company’s total revenue, respectively. During the six months ended June 30, 2023 and 2022, sales to one customer represented 24 % and 25 % of the Company’s total revenue, respectively. Goodwill We recognize 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 six months ended June 30, 2023 there was an impairment of goodwill of $ 27,276 and $ 357,585 , respectively, as our carrying value exceeded the fair value of our reporting unit. For details associated with the Company's interim goodwill impairment, see Note 7 - Goodwill and Intangible Assets . Fair value determination of our reporting unit requires considerable judgment and is sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the quantitative goodwill impairment tests will prove to be an accurate prediction of future results. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting unit may include such items as: (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. In the event there is a further sustained decline in our stock price, future adverse changes in our projected cash flows, and/or changes in key assumptions, including but not limited to an increase in our discount rate and/or lower market multiples, we may be required conduct additional impairment testing of our goodwill, other intangibles and/or long-lived assets and subsequently record a non-cash impairment charge. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Platform subscription $ 28,030 $ 29,592 $ 56,725 $ 58,283 Visits 28,083 29,750 60,620 60,486 Other 6,334 5,174 9,103 9,979 Total Revenue $ 62,447 $ 64,516 $ 126,448 $ 128,748 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: Six Months Ended June 30, 2023 Year Ended December 31, 2022 Allowance for credit losses, beginning of the period $ 1,884 $ 1,809 Provisions ( 21 ) 803 Write-offs ( 25 ) ( 728 ) Allowance for credit losses, end of the period $ 1,838 $ 1,884 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 consolidated balance sheet was $ 3,677 and $ 3,566 as of June 30, 2023 and December 31, 2022, respectively. 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 June 30, 2023 and 2022, the Company recognized revenue of $ 11,099 and $ 16,845 , respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented. For the six months ended June 30, 2023 and 2022, the Company recognized revenue of $ 27,297 and $ 39,992 , respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented Changes in the Company’s deferred revenue balance for the six months ended June 30, 2023 and December 31, 2022 were as follows: Six Months Ended June 30, 2023 Year Ended December 31, 2022 Total deferred revenue, beginning of the period $ 55,794 $ 75,896 Additions 71,281 106,330 Recognized ( 60,261 ) ( 126,432 ) Total deferred revenue, end of the period $ 66,814 $ 55,794 Current deferred revenue 60,214 49,505 Non-current deferred revenue 6,600 6,289 Total $ 66,814 $ 55,794 Transaction Price Allocated to Remaining Performance Obligations As of June 30, 2023 and December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 192,406 and $ 166,855 , respectively. The substantial majority of the unsatisfied performance obligations will be satisfied over the next three years . As it pertains to the June 30, 2023 amount, the Company expects to recognize 47 % of the transaction price in the 12 month period ended June 30, 2024, in its condensed consolidated statement of operations and comprehensive loss with the remainder recognized thereafter. |
National Telehealth Network
National Telehealth Network | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
National Telehealth Network | 4. National Telehealth Network In 2012, the Company and an affiliate of Elevance Health Inc. formed 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 50 %. The Company also obtained the right to elect the Chairman of NTN, who has the ability to cast the tie-breaking vote in all decisions. Therefore, on January 1, 2016, the Company obtained control over NTN and has the power to direct the activities that most significantly impact NTN’s economic performance. This step-acquisition was accounted for as a business combination and the results of the operations of NTN from January 1, 2016, have been included in the Company’s condensed consolidated financial statements. However, because the Company owns less than 100 % of NTN, the Company recognizes net loss attributable to non-controlling interest in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the ownership interest retained in NTN by the respective non-controlling party. The proportionate share of the loss attributed to the non-controlling interest amounted to $ 1,040 and $ 507 for the three months ended June 30, 2023 and 2022, respectively. The proportionate share of the loss attributed to the non-controlling interest amounted to $ 1,861 and $ 723 for the six months ended June 30, 2023 and 2022, respectively. The carrying value of the non-controlling interest was $ 18,113 and $ 19,974 as of June 30, 2023 and December 31, 2022 , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. 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: June 30, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 83,533 $ — $ — $ 83,533 U.S government securities — 297,326 — $ 297,326 Total financial assets: $ 83,533 $ 297,326 $ — $ 380,859 December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 445,856 $ — $ — $ 445,856 Total financial assets: $ 445,856 $ — $ — $ 445,856 The Company’s cash equivalents were invested in money market funds and were valued based on Level 1 inputs. The Company’s investments consisted of U.S. government agency bonds and were valued based on Level 2 inputs. In determining the fair value of its U.S. government agency bonds, the Company relied on quoted prices for similar securities in active markets or other inputs that are observable or can be corroborated by observable market data. During the six months ended June 30, 2023 , there were no transfers between fair value measurement levels. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 6. Investments As of June 30, 2023 and December 31, 2022, the fair value of the Company’s investments by type of security was as follows: June 30, 2023 Amortized Gross Gross Fair Value Assets: U.S government securities $ 291,074 6,252 $ — $ 297,326 $ 291,074 $ 6,252 $ — $ 297,326 December 31, 2022 Amortized Gross Gross Fair Value Assets: U.S government securities $ — $ — $ — $ — $ — $ — $ — $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill consisted of the following: Six Months Ended June 30, 2023 Beginning Balance as of January 1 $ 435,279 Goodwill impairment ( 357,585 ) Currency translation adjustments 1,727 Ending Balance $ 79,421 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 on its goodwill, definite-lived intangibles, and other long-lived assets as of June 30, 2023. As a result of 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 identified 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 30 % (amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company). The Company evaluates the implied control premium or discount by comparing it to control premiums or discounts of recent comparable market transactions, as applicable. As a result of the interim quantitative impairment assessment, the Company recorded a $ 27,276 and $ 357,585 non-deductible, non-cash goodwill impairment charge for three and six months ended June 30, 2023 . When considering a hypothetical sensitivity analysis to our goodwill assessment in future periods, should a triggering event be identified, a further 10 % decline in our stock price could result in an impairment charge of approximately $ 50,000 . Identified intangible assets consisted of the following: Gross Accumulated Carrying Weighted June 30, 2023 Customer relationships $ 80,499 $ ( 29,015 ) $ 51,484 7.0 Contractor relationships 535 ( 309 ) 226 5.5 Tradename 14,127 ( 4,192 ) 9,935 4.6 Technology 89,634 ( 38,062 ) 51,572 3.8 Internally developed software 23,991 ( 2,255 ) 21,736 2.7 $ 208,786 $ ( 73,833 ) $ 134,953 Gross Accumulated Carrying Weighted December 31, 2022 Customer relationships $ 80,168 $ ( 24,919 ) $ 55,249 7.4 Contractor relationships 535 ( 288 ) 247 6.0 Trade name 14,012 ( 3,050 ) 10,962 5.0 Technology 89,262 ( 30,895 ) 58,367 4.2 Internally developed software 10,155 — 10,155 3.0 $ 194,132 $ ( 59,152 ) $ 134,980 The Company capitalized $ 7,085 and $ 13,836 of costs during the three and six months ended June 30, 2023, related to internally developed software to be sold as a service incurred during the application development stage and is amortizing these costs over the expected lives of the related services. Amortization expense related to intangible assets for the three months ended June 30, 2023 and 2022 was $ 7,565 and $ 6,328 , respectively. Amortization expense related to intangible assets for the six months ended June 30, 2023 and 2022 was $ 14,497 and $ 12,514 , respectively. Estimated future amortization expense of the identified intangible assets as of June 30, 2023, is as follows: 2023 $ 16,346 2024 32,659 2025 32,643 2026 22,061 2027 11,331 Thereafter 19,913 $ 134,953 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: June 30, 2023 December 31, 2022 Employee compensation and benefits $ 18,861 $ 26,192 Professional services 7,149 10,190 Provider services 5,576 8,096 Other 10,995 9,780 Total $ 42,581 $ 54,258 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Undesignated Preferred Stock The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 100,000,000 shares of undesignated preferred stock, par value of $ 0.01 per share, with rights and preferences, including voting rights, designated from time to time by the board of directors. No shares of preferred stock were issued or outstanding as of June 30, 2023 and December 31, 2022. Common Stock In the three and six months ended June 30, 2023, no shares of Class B common stock were converted to Class A common stock. As of June 30, 2023, the par value of the Class A, Class B and Class C shares was $ 2,503 , $ 275 , and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 251,076,995 251,076,995 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 284,022,947 284,022,947 As of June 30, 2023 and December 31, 2022, the Company had reserved 78,971,649 and 68,617,245 shares of common stock for the exercise of outstanding stock options, the vesting of restricted stock units, the vesting of performance-based market condition share awards, and the number of shares remaining available for future grant, respectively. 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, and restricted 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, 2023 11,039,551 $ 5.23 5.5 $ 996 Granted — $ — Forfeited ( 509,005 ) $ 5.42 Expired — $ — Exercised ( 286,599 ) $ 1.99 Outstanding as of June 30, 2023 10,243,947 $ 5.25 5.1 $ 32 Vested and expected to vest as of December 31, 2022 10,951,967 $ 5.02 5.5 $ 996 Vested and expected to vest as of June 30, 2023 10,209,073 $ 5.09 5.1 $ 32 Options exercisable as of December 31, 2022 10,417,259 $ 4.97 5.4 $ 996 Options exercisable as of June 30, 2023 9,959,014 $ 5.07 5.1 $ 32 No options were granted in the six months ended June 30, 2023 and 2022. Restricted Stock Units Activity for the restricted stock units is as follows: Shares Weighted Average Unvested as of January 1, 2023 19,316,459 $ 10.78 Granted 13,585,428 2.60 Vested ( 5,202,007 ) 7.03 Forfeited ( 1,484,678 ) 3.97 Unvested as of June 30, 2023 26,215,202 $ 7.67 The total grant date fair value of RSU’s granted for the six months ended June 30, 2023 was $ 35,338 . Restricted stock units vest over the service period of one to four years . The aggregate intrinsic value of restricted stock units vested for the six months ended June 30, 2023 and 2022 was $ 13,134 and $ 13,180 , respectively. Restricted Stock Units with a Market Condition In the six months ended June 30, 2023 , the Company granted performance-based market condition share awards to certain members of the Company’s management team (excluding the co-CEOs), which entitle these employees with the right to receive shares of common stock, upon achievement of certain stock price milestones measured over a rolling thirty day trading-period, subject to the satisfaction of the applicable service vesting conditions. These performance-based market condition share awards consist of three tranches with three separate specified award values t hat become payable upon the achievement of certain stock price milestones, which can result in a vesting range of up to 2,654,598 shares. These performance-based market condition share awards have a performance period of three years . As of June 30, 2023, 1,146,310 of the performance-based market condition share awards granted in the prior year have satisfied both the applicable market capitalization milestones and the service vesting conditions. Shares Weighted Average Unvested as of January 1, 2023 25,602,405 $ 2.30 Granted 2,654,598 2.19 Vested ( 1,146,310 ) 2.12 Cancelled/Forfeited ( 77,168 ) 2.19 Unvested as of June 30, 2023 27,033,525 $ 2.29 The total grant-date fair value of performance-based market condition share awards granted during the six months ended June 30, 2023 and 2022 was $ 5,805 and $ 56,109 , respectively. The weighted average estimated fair value of the performance-based market condition share awards granted during the six months ended June 30, 2023 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Six Months Ended June 30, 2023 Risk-free rate 4.61 % Term to end of performance period (yrs) 3 years Valuation date stock price $ 2.76 Expected volatility 70 % Expected dividend yield 0 % 2020 Employee Stock Purchase Plan During the six months ended June 30, 2022 , the Company issued 425,114 shares under the ESPP. During the six months ended June 30, 2023, the Company issued 513,339 shares under the ESPP. As of June 30, 2023 7,634,642 shares remained available for issuance. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 435 $ 426 $ 833 $ 761 Research and development 2,872 2,699 5,673 4,881 Selling and marketing 2,337 1,304 4,323 3,099 General and administrative 15,869 10,478 31,681 18,251 Total $ 21,513 $ 14,907 $ 42,510 $ 26,992 As of June 30, 2023, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $ 94,720 , which is expected to be recognized over a weighted-average period of 2.4 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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 June 30, 2023 and December 31, 2022 , there have been no claims under any indemnification provisions. Litigation From time to time, and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. As of June 30, 2023 and December 31, 2022 , the Company did no t have any pending claims, charges or litigation that it expects would have a material adverse effect on its consolidated financial position, results of operations or cash flows. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. 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 six months ended June 30, 2023, the Company recognized an income tax expense of $ 716 and $ 2,191 , primarily due to federal, state and foreign income tax expense. During the three and six months ended June 30, 2022 , the Company recorded income tax expense of $ 461 and $ 129 , primarily due to state and foreign income taxes. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 12. 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 June 30, 2023 and December 31, 2022, the Company held total deferred revenue of $ 172 and $ 355 , respectively from contracts with this client. As of June 30, 2023 and December 31, 2022, amounts due from Cleveland Clinic were $ 91 and $ 995 , respectively. During the three months ended June 30, 2023 and 2022, the Company recognized revenue of $ 590 and $ 694 , respectively, from contracts with this client. During the six months ended June 30, 2023 and 2022, the Company recognized revenue of $ 1,189 and $ 1,454 , respectively, from contracts with this customer. 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 $ 2,940 for its less than 50 % interest in the joint venture. During the six months ended June 30, 2023 the Company made capital contributions of $ 3,920 related to a portion of the phase one capital commitment. During the three months ended June 30, 2023 and 2022 the Company recognized revenue of $ 393 and $ 469 from contracts with this client, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized revenue of $ 782 and $ 923 , respectively, from contracts with this customer. As of June 30, 2023 and December 31, 2022, the Company held total deferred revenue of $ 538 and $ 1,320 , respectively, from contracts with this client. As of June 30, 2023 and December 31, 2022, amounts due from CCAW, JV LLC were $ 0 and $ 1,602 . |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 13. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 93,515 ) $ ( 69,652 ) $ ( 492,024 ) $ ( 139,905 ) Net loss attributable to non-controlling interest ( 1,040 ) ( 507 ) ( 1,861 ) ( 723 ) Net loss attributable to American Well Corporation $ ( 92,475 ) $ ( 69,145 ) $ ( 490,163 ) $ ( 139,182 ) Denominator: Weighted-average common shares outstanding 283,059,929 273,320,740 281,504,945 273,615,031 Net loss per share attributable to common $ ( 0.33 ) $ ( 0.25 ) $ ( 1.74 ) $ ( 0.51 ) 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. The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Unvested restricted stock units 25,676,742 14,856,621 25,676,742 14,856,621 Unvested performance market-based stock units 27,033,525 23,854,785 27,033,525 23,854,785 Options to purchase shares of common stock 10,243,947 12,830,371 10,243,947 12,830,371 62,954,214 51,541,777 62,954,214 51,541,777 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 the financial position, results of operations and cash flows at the dates and for the periods indicated. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of results for the full 2023 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. 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. For consolidated entities where American Well owns or is exposed to less than 100 % of the economics, the net loss attributable to noncontrolling interests is recorded in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest retained in each entity by the respective non-controlling party. The noncontrolling interests are presented as a separate component of stockholders’ deficit in the condensed consolidated balance sheets. |
Use of Estimates | 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 | Segment Information The Company’s chief operating decision makers (CODMs), its two Chief Executive Officers, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company operates and manages its business as one reportable and operating segment. In addition, substantially all of the Company’s revenue and long-lived assets are attributable to operations in the United States for all periods presented. |
Variable Interest Entities | 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 $ 33,442 and $ 1,760 , respectively, as of June 30, 2023 and $ 31,189 and $ 1,648 , respectively as of December 31, 2022. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 16,729 and $ 17,400 for the three months ended June 30, 2023 and 2022, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended June 30, 2023 and 2022. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 36,475 and $ 35,792 for the six months ended June 30, 2023 and 2022, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the six months ended June 30, 2023 and 2022 . |
Investment in Minority Owned Joint Venture | 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. In 2020 the Company contributed $ 2,940 as its initial investment for a 49 % interest in CCAW, JV LLC. The agreement also requires aggregate total capital contributions by the Company up to an additional $ 11,800 in two phases, which is yet to be defined. In April 2022 the Company made a capital contribution of $ 1,960 related to a portion of the phase one capital commitment. During the six months ended June 30, 2023 the Company made capital contributions of $ 3,920 related to a portion of the phase one capital commitment, of which $ 2,940 was contributed in the three months ended June 30, 2023. For the three months ended June 30, 2023 and 2022, the Company recognized a loss of $ 625 and $ 551 as its proportionate share of the joint venture’s results of operations, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized a loss of $ 1,277 and $ 762 , respectively. Accordingly, the carrying value of the equity method investment as of June 30, 2023 and December 31, 2022 was $ 2,493 and $( 150 ), respectively. As the share of losses exceeds the carrying amount of the investment, the carrying amount as of December 31, 2022 is included in the balance of accrued expenses and other current liabilities on the consolidated balance sheet. |
Concentrations of Credit Risk and Significant Clients | 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 June 30, 2023 one client accounted for 15 % of outstanding accounts receivable, and as of December 31, 2022 , two clients each accounted for 18 % of outstanding accounts receivable. During the three months ended June 30, 2023 and 2022, sales to one client represented 24 % and 24 % of the Company’s total revenue, respectively. During the six months ended June 30, 2023 and 2022, sales to one customer represented 24 % and 25 % of the Company’s total revenue, respectively. |
Goodwill | Goodwill We recognize 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 six months ended June 30, 2023 there was an impairment of goodwill of $ 27,276 and $ 357,585 , respectively, as our carrying value exceeded the fair value of our reporting unit. For details associated with the Company's interim goodwill impairment, see Note 7 - Goodwill and Intangible Assets . Fair value determination of our reporting unit requires considerable judgment and is sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the quantitative goodwill impairment tests will prove to be an accurate prediction of future results. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting unit may include such items as: (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. In the event there is a further sustained decline in our stock price, future adverse changes in our projected cash flows, and/or changes in key assumptions, including but not limited to an increase in our discount rate and/or lower market multiples, we may be required conduct additional impairment testing of our goodwill, other intangibles and/or long-lived assets and subsequently record a non-cash impairment charge. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Platform subscription $ 28,030 $ 29,592 $ 56,725 $ 58,283 Visits 28,083 29,750 60,620 60,486 Other 6,334 5,174 9,103 9,979 Total Revenue $ 62,447 $ 64,516 $ 126,448 $ 128,748 |
Summary of Changes in the Allowance for Credit Losses | Changes in the allowance for credit losses were as follows: Six Months Ended June 30, 2023 Year Ended December 31, 2022 Allowance for credit losses, beginning of the period $ 1,884 $ 1,809 Provisions ( 21 ) 803 Write-offs ( 25 ) ( 728 ) Allowance for credit losses, end of the period $ 1,838 $ 1,884 |
Summary of Significant Changes in the Company's Deferred Revenue | Changes in the Company’s deferred revenue balance for the six months ended June 30, 2023 and December 31, 2022 were as follows: Six Months Ended June 30, 2023 Year Ended December 31, 2022 Total deferred revenue, beginning of the period $ 55,794 $ 75,896 Additions 71,281 106,330 Recognized ( 60,261 ) ( 126,432 ) Total deferred revenue, end of the period $ 66,814 $ 55,794 Current deferred revenue 60,214 49,505 Non-current deferred revenue 6,600 6,289 Total $ 66,814 $ 55,794 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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: June 30, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 83,533 $ — $ — $ 83,533 U.S government securities — 297,326 — $ 297,326 Total financial assets: $ 83,533 $ 297,326 $ — $ 380,859 December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 445,856 $ — $ — $ 445,856 Total financial assets: $ 445,856 $ — $ — $ 445,856 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt securities, available-for-sale | As of June 30, 2023 and December 31, 2022, the fair value of the Company’s investments by type of security was as follows: June 30, 2023 Amortized Gross Gross Fair Value Assets: U.S government securities $ 291,074 6,252 $ — $ 297,326 $ 291,074 $ 6,252 $ — $ 297,326 December 31, 2022 Amortized Gross Gross Fair Value Assets: U.S government securities $ — $ — $ — $ — $ — $ — $ — $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following: Six Months Ended June 30, 2023 Beginning Balance as of January 1 $ 435,279 Goodwill impairment ( 357,585 ) Currency translation adjustments 1,727 Ending Balance $ 79,421 |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets consisted of the following: Gross Accumulated Carrying Weighted June 30, 2023 Customer relationships $ 80,499 $ ( 29,015 ) $ 51,484 7.0 Contractor relationships 535 ( 309 ) 226 5.5 Tradename 14,127 ( 4,192 ) 9,935 4.6 Technology 89,634 ( 38,062 ) 51,572 3.8 Internally developed software 23,991 ( 2,255 ) 21,736 2.7 $ 208,786 $ ( 73,833 ) $ 134,953 Gross Accumulated Carrying Weighted December 31, 2022 Customer relationships $ 80,168 $ ( 24,919 ) $ 55,249 7.4 Contractor relationships 535 ( 288 ) 247 6.0 Trade name 14,012 ( 3,050 ) 10,962 5.0 Technology 89,262 ( 30,895 ) 58,367 4.2 Internally developed software 10,155 — 10,155 3.0 $ 194,132 $ ( 59,152 ) $ 134,980 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense of the identified intangible assets as of June 30, 2023, is as follows: 2023 $ 16,346 2024 32,659 2025 32,643 2026 22,061 2027 11,331 Thereafter 19,913 $ 134,953 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: June 30, 2023 December 31, 2022 Employee compensation and benefits $ 18,861 $ 26,192 Professional services 7,149 10,190 Provider services 5,576 8,096 Other 10,995 9,780 Total $ 42,581 $ 54,258 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock | As of June 30, 2023, the par value of the Class A, Class B and Class C shares was $ 2,503 , $ 275 , and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 251,076,995 251,076,995 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 284,022,947 284,022,947 |
Activity under Plans | Activity under the Plans is as follows: Number of Weighted Weighted Average Aggregate Outstanding as of January 1, 2023 11,039,551 $ 5.23 5.5 $ 996 Granted — $ — Forfeited ( 509,005 ) $ 5.42 Expired — $ — Exercised ( 286,599 ) $ 1.99 Outstanding as of June 30, 2023 10,243,947 $ 5.25 5.1 $ 32 Vested and expected to vest as of December 31, 2022 10,951,967 $ 5.02 5.5 $ 996 Vested and expected to vest as of June 30, 2023 10,209,073 $ 5.09 5.1 $ 32 Options exercisable as of December 31, 2022 10,417,259 $ 4.97 5.4 $ 996 Options exercisable as of June 30, 2023 9,959,014 $ 5.07 5.1 $ 32 |
Summary of Unvested Restricted Stock Unit Activity | Activity for the restricted stock units is as follows: Shares Weighted Average Unvested as of January 1, 2023 19,316,459 $ 10.78 Granted 13,585,428 2.60 Vested ( 5,202,007 ) 7.03 Forfeited ( 1,484,678 ) 3.97 Unvested as of June 30, 2023 26,215,202 $ 7.67 |
Summary of Performance-based Market Condition Share Awards | Shares Weighted Average Unvested as of January 1, 2023 25,602,405 $ 2.30 Granted 2,654,598 2.19 Vested ( 1,146,310 ) 2.12 Cancelled/Forfeited ( 77,168 ) 2.19 Unvested as of June 30, 2023 27,033,525 $ 2.29 |
Schedule of Weighted Average Assumptions used to Determine Estimated Fair Value of Performance-based Market Condition Share Awards Granted | The weighted average estimated fair value of the performance-based market condition share awards granted during the six months ended June 30, 2023 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Six Months Ended June 30, 2023 Risk-free rate 4.61 % Term to end of performance period (yrs) 3 years Valuation date stock price $ 2.76 Expected volatility 70 % Expected dividend yield 0 % |
Stock-Based Compensation Expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 435 $ 426 $ 833 $ 761 Research and development 2,872 2,699 5,673 4,881 Selling and marketing 2,337 1,304 4,323 3,099 General and administrative 15,869 10,478 31,681 18,251 Total $ 21,513 $ 14,907 $ 42,510 $ 26,992 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable To Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 93,515 ) $ ( 69,652 ) $ ( 492,024 ) $ ( 139,905 ) Net loss attributable to non-controlling interest ( 1,040 ) ( 507 ) ( 1,861 ) ( 723 ) Net loss attributable to American Well Corporation $ ( 92,475 ) $ ( 69,145 ) $ ( 490,163 ) $ ( 139,182 ) Denominator: Weighted-average common shares outstanding 283,059,929 273,320,740 281,504,945 273,615,031 Net loss per share attributable to common $ ( 0.33 ) $ ( 0.25 ) $ ( 1.74 ) $ ( 0.51 ) |
Summary of Antidilutive Securities Excluded From Computation of Net Loss Per Share | The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Unvested restricted stock units 25,676,742 14,856,621 25,676,742 14,856,621 Unvested performance market-based stock units 27,033,525 23,854,785 27,033,525 23,854,785 Options to purchase shares of common stock 10,243,947 12,830,371 10,243,947 12,830,371 62,954,214 51,541,777 62,954,214 51,541,777 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, cash equivalents and investments | $ 458,682 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 13, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of reportable segment | Segment | 1 | ||||||
Number of operating segment | Segment | 1 | ||||||
Total assets | $ 772,176 | $ 772,176 | $ 1,217,557 | ||||
Total liabilities | 128,488 | 128,488 | $ 133,706 | ||||
Payment to acquire interest in joint venture | 3,920 | $ 1,960 | |||||
Share of the net profit loss in the operations of joint venture | 625 | $ 551 | 1,277 | $ 762 | |||
Impairment of goodwill | $ 27,276 | $ 357,585 | |||||
Customer Concentration Risk | Accounts Receivable [Member] | Related Party Client One [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of net total revenue | 15% | 18% | |||||
Customer Concentration Risk | Accounts Receivable [Member] | Related Party Client Two [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of net total revenue | 18% | ||||||
Customer Concentration Risk | Revenue Benchmark [Member] | Related Party Client One [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of net total revenue | 24% | 24% | 24% | 25% | |||
Variable Interest Entity, Primary Beneficiary [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Total assets | $ 33,442 | $ 33,442 | $ 31,189 | ||||
Total liabilities | 1,760 | 1,760 | 1,648 | ||||
Total revenue | 16,729 | $ 17,400 | 36,475 | $ 35,792 | |||
Variable Interest Entity, Primary Beneficiary [Member] | CCACV JV LLC [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Payment to acquire interest in joint venture | $ 2,940 | ||||||
Percentage of ownership interest in joint venture | 49% | ||||||
Estimated additional total capital contributions necessary | $ 11,800 | ||||||
Additional capital contribution related to portion of phase one capital commitment | $ 1,960 | 2,940 | 3,920 | ||||
Share of the net profit loss in the operations of joint venture | 625 | $ 551 | 1,277 | $ 762 | |||
Equity method investment carrying value | $ 2,493 | $ 2,493 | $ (150) | ||||
Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of economic or ownership interest in consolidated entities | 100% |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 62,447 | $ 64,516 | $ 126,448 | $ 128,748 |
Platform Subscription [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 28,030 | 29,592 | 56,725 | 58,283 |
Visits [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 28,083 | 29,750 | 60,620 | 60,486 |
Others [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 6,334 | $ 5,174 | $ 9,103 | $ 9,979 |
Revenue - Summary of Changes in
Revenue - Summary of Changes in the Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Allowance for credit losses, beginning of the period | $ 1,884 | $ 1,809 |
Provisions | (21) | 803 |
Write-offs | (25) | (728) |
Allowance for credit losses, end of the period | $ 1,838 | $ 1,884 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue From Contract With Customer Line Items [Line Items] | |||||
Contract liability revenue recognized | $ 11,099 | $ 16,845 | $ 27,297 | $ 39,992 | |
Transaction price allocated to remaining performance obligations | $ 192,406 | $ 192,406 | $ 166,855 | ||
Performance obligation percentage of transaction price to recognized in the next twelve months | 47% | 47% | |||
Accounts Receivable [Member] | |||||
Revenue From Contract With Customer Line Items [Line Items] | |||||
Unbilled receivables current | $ 3,677 | $ 3,677 | $ 3,566 |
Revenue - Summary of Contract w
Revenue - Summary of Contract with Customer Asset and Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Total deferred revenue, beginning of the period | $ 55,794 | $ 75,896 |
Additions | 71,281 | 106,330 |
Recognized | (60,261) | (126,432) |
Total deferred revenue, end of the period | 66,814 | 55,794 |
Current deferred revenue | 60,214 | 49,505 |
Non-current deferred revenue | 6,600 | 6,289 |
Total | $ 66,814 | $ 55,794 |
Revenue - Additional Informat_2
Revenue - Additional Information (Detail1) | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | ||
Revenue From Contract With Customer Line Items [Line Items] | ||
Revenue remaining performance obligation expected timing of satisfaction | 3 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | ||
Revenue From Contract With Customer Line Items [Line Items] | ||
Revenue remaining performance obligation expected timing of satisfaction | 3 years |
National Telehealth Network - A
National Telehealth Network - Additional Information (Detail) - NTN [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 01, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Loss from equity method investments | $ 1,040 | $ 507 | $ 1,861 | $ 723 | ||
Noncontrolling Interest [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Non controlling interest carrying value | $ 18,113 | $ 18,113 | $ 19,974 | |||
Minimum [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 50% | |||||
Maximum [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 100% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 380,859 | $ 445,856 |
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 83,533 | 445,856 |
U.S Government Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 297,326 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 83,533 | 445,856 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 83,533 | $ 445,856 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 297,326 | |
Fair Value, Inputs, Level 2 [Member] | U.S Government Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 297,326 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Transfer from level one to level two fair value assets | $ 0 |
Transfer from level one to level three fair value assets | 0 |
Transfer from level two to level one fair value assets | 0 |
Transfer from level three to level one fair value assets | $ 0 |
Investments - Debt Securities,
Investments - Debt Securities, Available-For-Sale (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 291,074 |
Gross Unrealized Gains | 6,252 |
Fair Value | 297,326 |
U.S government securities [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 291,074 |
Gross Unrealized Gains | 6,252 |
Fair Value | $ 297,326 |
Business Combinations - Schedul
Business Combinations - Schedule of Identifiable Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Allocation of consideration transferred: | ||
Goodwill | $ 79,421 | $ 435,279 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance as of January 1 | $ 435,279 | |
Goodwill Impairment | $ (27,276) | (357,585) |
Currency translation adjustments | 1,727 | |
Ending Balance | $ 79,421 | $ 79,421 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of finite lived Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 208,786 | $ 194,132 |
Accumulated Amortization | 73,833 | (59,152) |
Carrying Value | 134,953 | 134,980 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 80,499 | 80,168 |
Accumulated Amortization | (29,015) | (24,919) |
Carrying Value | $ 51,484 | $ 55,249 |
Weighted Average Remaining Life | 7 years | 7 years 4 months 24 days |
Contractor relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 535 | $ 535 |
Accumulated Amortization | (309) | (288) |
Carrying Value | $ 226 | $ 247 |
Weighted Average Remaining Life | 5 years 6 months | 6 years |
Trade name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 14,127 | $ 14,012 |
Accumulated Amortization | (4,192) | (3,050) |
Carrying Value | $ 9,935 | $ 10,962 |
Weighted Average Remaining Life | 4 years 7 months 6 days | 5 years |
Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 89,634 | $ 89,262 |
Accumulated Amortization | (38,062) | (30,895) |
Carrying Value | $ 51,572 | $ 58,367 |
Weighted Average Remaining Life | 3 years 9 months 18 days | 4 years 2 months 12 days |
Internally developed software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 23,991 | $ 10,155 |
Accumulated Amortization | (2,255) | |
Carrying Value | $ 21,736 | $ 10,155 |
Weighted Average Remaining Life | 2 years 8 months 12 days | 3 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Assumption in fair value of calculation percentage | 30% | |||
Goodwill Impairment | $ 27,276 | $ 357,585 | ||
Decline in our stock price percentage | 10% | |||
Goodwill impairment charge if decline in stock price | $ 50,000 | |||
Capitalized cost related to internally developed software | 7,085 | 13,836 | ||
Amortization of intangible assets | $ 7,565 | $ 6,328 | $ 14,497 | $ 12,514 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite Lived Intangible Assets Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 16,346 | |
2024 | 32,659 | |
2025 | 32,643 | |
2026 | 22,061 | |
2027 | 11,331 | |
Thereafter | 19,913 | |
Carrying Value | $ 134,953 | $ 134,980 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 18,861 | $ 26,192 |
Professional services | 7,149 | 10,190 |
Provider services | 5,576 | 8,096 |
Other | 10,995 | 9,780 |
Total | $ 42,581 | $ 54,258 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) Tranche $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Preferred stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Common stock authorized | 1,300,000,000 | 1,300,000,000 | ||
Common stock reserve for issuance | 78,971,649 | 78,971,649 | 68,617,245 | |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of stock granted | $ | $ 35,338 | |||
Aggregate intrinsic value of restricted stock units vested | $ | $ 13,134 | $ 13,180 | ||
Restricted Stock [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units vest over the service period | 1 year | |||
Restricted Stock [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units vest over the service period | 4 years | |||
Performance-based Market Condition Share Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of stock granted | $ | $ 5,805 | $ 56,109 | ||
Performance based market condition share awards granted | $ | $ 1,146,310 | $ 1,146,310 | ||
Performance period | 3 years | |||
Number of Unvested shares | 27,033,525 | 27,033,525 | 25,602,405 | |
Shares, granted | 2,654,598 | |||
Performance-based Market Condition Share Awards [Member] | Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Trading period | 30 days | |||
Number of tranches | Tranche | 3 | |||
Performance-based Market Condition Share Awards [Member] | Maximum [Member] | Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Unvested shares | 2,654,598 | 2,654,598 | ||
2020 Equity Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options, granted | 0 | 0 | ||
2020 Employee Stock Purchase Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, issued under ESPP | 513,339 | 425,114 | ||
Shares available for issuance | 7,634,642 | |||
Equity Award Plan [Member] | Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation | $ | $ 94,720 | $ 94,720 | ||
Weighted-average period | 2 years 4 months 24 days | |||
Common Class A [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock per share | $ / shares | $ 2,503 | $ 2,503 | ||
Common Class B [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of shares converted | 0 | 0 | ||
Common stock per share | $ / shares | $ 275 | $ 275 | ||
Common Class C [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock per share | $ / shares | $ 56 | $ 56 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock (Detail) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Shares Authorized | 1,300,000,000 | |
Shares Issued | 284,022,947 | |
Shares Outstanding | 284,022,947 | |
Class A [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Shares Issued | 251,076,995 | 244,193,727 |
Shares Outstanding | 251,076,995 | 244,193,727 |
Class B [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 100,000,000 | 100,000,000 |
Shares Issued | 27,390,397 | 27,390,397 |
Shares Outstanding | 27,390,397 | 27,390,397 |
Class C [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 200,000,000 | 200,000,000 |
Shares Issued | 5,555,555 | 5,555,555 |
Shares Outstanding | 5,555,555 | 5,555,555 |
Stockholders' Equity - Activity
Stockholders' Equity - Activity under Plans (Detail) - 2020 Equity Incentive Plan [Member] $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, beginning of period | shares | 11,039,551 | |
Number of Shares, Forfeited | shares | (509,005) | |
Number of Shares, Exercised | shares | (286,599) | |
Number of Shares, Outstanding, end of period | shares | 10,243,947 | 11,039,551 |
Number of Shares, Vested and expected to vest | shares | 10,209,073 | 10,951,967 |
Number of Shares, Options exercisable | shares | 9,959,014 | 10,417,259 |
Number of Shares, Outstanding, Weighted Average Exercise Price, beginning of period | $ / shares | $ 5.23 | |
Number of Shares, Forfeited, Weighted Average Exercise Price | $ / shares | 5.42 | |
Number of Shares, Exercised, Weighted Average Exercise Price | $ / shares | 1.99 | |
Number of Shares, Outstanding, Weighted Average Exercise Price, end of period | $ / shares | 5.25 | $ 5.23 |
Number of Shares,Vested and expected to vest, Weighted Average Exercise Price, end of period | $ / shares | 5.09 | 5.02 |
Number of Shares, Options exercisable, Weighted Average Exercise Price, end of period | $ / shares | $ 5.07 | $ 4.97 |
Number of Shares, Outstanding, Weighted Average Remaining Contractual Term (years) | 5 years 1 month 6 days | 5 years 6 months |
Number of Shares, Vested and expected to vest, Weighted Average Remaining Contractual Term (years) | 5 years 1 month 6 days | 5 years 6 months |
Number of Shares, Options exercisable, Weighted Average Remaining Contractual Term (years) | 5 years 1 month 6 days | 5 years 4 months 24 days |
Number of Shares, Outstanding, Aggregate Intrinsic Value | $ | $ 32 | $ 996 |
Number of Shares, Vested and expected to vest, Aggregate Intrinsic Value | $ | 32 | 996 |
Number of Shares, Options exercisable, Aggregate Intrinsic Value | $ | $ 32 | $ 996 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Unvested Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Class of Stock [Line Items] | |
Unvested as of January 1, 2023 | shares | 19,316,459 |
Shares, Granted | shares | 13,585,428 |
Shares, Vested | shares | (5,202,007) |
Shares, Forfeited | shares | (1,484,678) |
Unvested as of June 30, 2023 | shares | 26,215,202 |
Weighted Average Grant Date Fair Value, Unvested as of January 1, 2023 | $ / shares | $ 10.78 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.6 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 7.03 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 3.97 |
Weighted Average Grant Date Fair Value, Unvested as of March 31, 2023 | $ / shares | $ 7.67 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Performance-based Market Condition Share Awards (Detail) - Performance-based Market Condition Share Awards [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Class of Stock [Line Items] | |
Unvested as of January 1, 2023 | shares | 25,602,405 |
Shares, Granted | shares | 2,654,598 |
Shares, Vested | shares | (1,146,310) |
Shares, Cancelled/Forfeited | shares | (77,168) |
Unvested as of June 30, 2023 | shares | 27,033,525 |
Weighted Average Grant Date Fair Value, Unvested as of January 1, 2023 | $ / shares | $ 2.3 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.19 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 2.12 |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | $ / shares | 2.19 |
Weighted Average Grant Date Fair Value, Unvested as of March 31, 2023 | $ / shares | $ 2.29 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Weighted Average Assumptions used to Determine Estimated Fair Value of Performance-based Market Condition Share Awards Granted (Details) - Performance-based Market Condition Share Awards [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free rate | 4.61% |
Term to end of performance period (yrs) | 3 years |
Valuation date stock price | $ 2.76 |
Expected volatility | 70% |
Expected dividend yield | 0% |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | $ 21,513 | $ 14,907 | $ 42,510 | $ 26,992 |
Cost of revenues [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | 435 | 426 | 833 | 761 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | 2,872 | 2,699 | 5,673 | 4,881 |
Selling and marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | 2,337 | 1,304 | 4,323 | 3,099 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | $ 15,869 | $ 10,478 | $ 31,681 | $ 18,251 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Pending Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Pending Claims Number | 0 | 0 |
Indemnification Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
New Claims Filed, Number | 0 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 716 | $ 461 | $ 2,191 | $ 129 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Revenues recognized from related party | $ (60,261) | $ (126,432) | |||||
Deferred revenue | $ 66,814 | 66,814 | 55,794 | $ 75,896 | |||
Payment to acquire interest in joint venture | 3,920 | $ 1,960 | |||||
CCAW JV LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred revenue | 538 | 538 | 1,320 | ||||
Revenues recognized from related party | 393 | $ 469 | 782 | 923 | |||
Payment to acquire interest in joint venture | $ 2,940 | ||||||
Equity method investment, ownership percentage | 50% | ||||||
Cleveland Clinic [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred revenue | 172 | 172 | 355 | ||||
Revenues recognized from related party | 590 | $ 694 | 1,189 | $ 1,454 | |||
Related Party [Member] | CCAW JV LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 0 | 0 | 1,602 | ||||
Related Party [Member] | Cleveland Clinic [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 91 | $ 91 | $ 995 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (93,515) | $ (398,509) | $ (69,652) | $ (70,253) | $ (492,024) | $ (139,905) |
Net loss attributable to non-controlling interest | (1,040) | (507) | (1,861) | (723) | ||
Net loss attributable to American Well Corporation | $ (92,475) | $ (69,145) | $ (490,163) | $ (139,182) | ||
Denominator: | ||||||
Weighted-average common shares outstanding, basic | 283,059,929 | 273,320,740 | 281,504,945 | 273,615,031 | ||
Weighted-average common shares outstanding, diluted | 283,059,929 | 273,320,740 | 281,504,945 | 273,615,031 | ||
Net loss per share attributable to common stockholders, basic | $ (0.33) | $ (0.25) | $ (1.74) | $ (0.51) | ||
Net loss per share attributable to common stockholders, diluted | $ (0.33) | $ (0.25) | $ (1.74) | $ (0.51) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded From Computation of Earning Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 62,954,214 | 51,541,777 | 62,954,214 | 51,541,777 |
Unvested restricted stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 25,676,742 | 14,856,621 | 25,676,742 | 14,856,621 |
Unvested performance market-based stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 27,033,525 | 23,854,785 | 27,033,525 | 23,854,785 |
Options to purchase shares of common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 10,243,947 | 12,830,371 | 10,243,947 | 12,830,371 |