Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 02, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | AMWL | ||
Entity Registrant Name | American Well Corporation | ||
Entity Central Index Key | 0001393584 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02109 | ||
City Area Code | 617 | ||
Local Phone Number | 204-3500 | ||
Entity Public Float | $ 515 | ||
Auditor Firm ID | 238 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts, United States | ||
Documents Incorporated by Reference | The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2024 Annual Meeting of Stockholders within 120 days of the end of the Registrant’s fiscal year ended December 31, 2023 . Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Annual Report on Form 10-K of American Well Corporation for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission on February 15, 2024 (the “Original Filing”), is being filed to correct a typographical error in the Original Filing to reflect the correct signing date of the Report of Independent Registered Public Accounting Firm of PricewaterhouseCoopers LLP.This Amendment No. 1 is being filed solely to correct the date within the Report of Independent Registered Public Accounting Firm. This Amendment No. 1 includes: Item 8 of Part II, “Financial Statements and Supplementary Data” and Item 9A, in its entirety and without change from the Original Filing other than the correction of the signing date of the Report of Independent Registered Public Accounting Firm.In addition, pursuant to the rules of the SEC, the exhibit list included herewith reflects currently-dated certifications from the Company’s co-Chief Executive Officers and Chief Financial Officer, which are filed as exhibits to this Amendment No. 1.Except for the foregoing amended information, this Amendment No. 1 does not amend or update any other information contained in the Original Filing, or reflect any events that have occurred after the filing of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing. | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 256,306,641 | ||
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 372,038 | $ 538,546 |
Accounts receivable ($1,626 and $2,597, from related parties and net of allowances of $2,291 and $1,884, respectively) | 54,146 | 58,372 |
Inventories | 6,652 | 8,737 |
Deferred contract acquisition costs | 2,262 | 1,394 |
Prepaid expenses and other current assets | 14,484 | 19,567 |
Total current assets | 449,582 | 626,616 |
Restricted cash | 795 | 795 |
Property and equipment, net | 572 | 1,012 |
Goodwill | 0 | 435,279 |
Intangibles assets, net | 120,248 | 134,980 |
Operating lease right-of-use asset | 10,453 | 13,509 |
Deferred contract acquisition costs, net of current portion | 4,792 | 3,394 |
Other assets | 2,083 | 1,972 |
Investment in minority owned joint venture (Note 2) | 1,180 | |
Total assets | 589,705 | 1,217,557 |
Current liabilities: | ||
Accounts payable | 4,864 | 7,236 |
Accrued expenses and other current liabilities | 38,988 | 54,258 |
Operating lease liability, current | 3,580 | 3,057 |
Deferred revenue ($1,286 and $1,665 from related parties, respectively) | 46,365 | 49,505 |
Total current liabilities | 93,797 | 114,056 |
Other long-term liabilities | 1,425 | 1,574 |
Operating lease liability, net of current portion | 8,206 | 11,787 |
Deferred revenue, net of current portion ($0 and $10 from related parties, respectively) | 6,091 | 6,289 |
Total liabilities | 109,519 | 133,706 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2023 and as of December 31, 2022 | ||
Common stock, $0.01 par value; 1,000,000,000 Class A shares authorized, 255,542,545 and 244,193,727 shares issued and outstanding, respectively; 100,000,000 Class B shares authorized, 27,390,397 shares issued and outstanding, respectively; 200,000,000 Class C shares authorized 5,555,555 issued and outstanding as of December 31, 2023 and as of December 31, 2022 | 2,879 | 2,766 |
Additional paid-in capital | 2,234,768 | 2,160,108 |
Accumulated other comprehensive income (loss) | (15,650) | (16,969) |
Accumulated deficit | (1,757,778) | (1,082,028) |
Total American Well Corporation stockholders’ equity | 464,219 | 1,063,877 |
Non-controlling interest | 15,967 | 19,974 |
Total stockholders’ equity | 480,186 | 1,083,851 |
Total liabilities and stockholders’ equity | $ 589,705 | $ 1,217,557 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable | $ 54,146 | $ 58,372 |
Accounts receivable net of allowances | 2,291 | 1,884 |
Deferred revenue from related parties current | 1,286 | 1,665 |
Deferred revenue from related parties non current | $ 0 | $ 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 | 288,488,497 | |
Common Stock, Shares, Outstanding | 288,488,497 | |
Related Party [Member] | ||
Accounts receivable | $ 1,626 | $ 2,597 |
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 | 255,542,545 | 244,193,727 |
Common Stock, Shares, Outstanding | 255,542,545 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations And Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
($3,859, $4,544 and $12,045 from related parties, respectively) | $ 259,047 | $ 277,190 | $ 252,789 |
Costs and operating expenses: | |||
Costs of revenue, excluding depreciation and amortization of intangible assets | 164,287 | 160,422 | 148,474 |
Research and development | 105,827 | 138,487 | 106,594 |
Sales and marketing | 86,460 | 81,628 | 66,154 |
General and administrative | 126,645 | 146,353 | 94,624 |
Depreciation and amortization expense | 31,492 | 26,153 | 16,089 |
Goodwill Impairment | 436,479 | ||
Total costs and operating expenses | 951,190 | 553,043 | 431,935 |
Loss from operations | (692,143) | (275,853) | (179,146) |
Interest income and other income (expense), net | 19,422 | 6,123 | 120 |
Loss before benefit (expense) from income taxes and loss from equity method investment | (672,721) | (269,730) | (179,026) |
(Expense) benefit from income taxes | (3,860) | (64) | 5,376 |
Loss from equity method investment | (2,590) | (2,278) | (3,132) |
Net loss | (679,171) | (272,072) | (176,782) |
Net loss attributable to non-controlling interest | (4,007) | (1,643) | (448) |
Net loss attributable to American Well Corporation | $ (675,164) | $ (270,429) | $ (176,334) |
Net loss per share attributable to common stockholders, basic | $ (2.38) | $ (0.99) | $ (0.69) |
Net loss per share attributable to common stockholders, diluted | $ (2.38) | $ (0.99) | $ (0.69) |
Weighted-average common shares outstanding, basic | 284,256,743 | 274,249,749 | 254,068,942 |
Weighted-average common shares outstanding, diluted | 284,256,743 | 274,249,749 | 254,068,942 |
Net loss | $ (679,171) | $ (272,072) | $ (176,782) |
Other comprehensive income (loss), net of tax: | |||
Unrealized loss on available-for-sale investments | (85) | ||
Foreign currency translation | 1,319 | (10,616) | (6,565) |
Comprehensive loss | (677,852) | (282,688) | (183,432) |
Less: Comprehensive loss attributable to non-controlling interest | (4,007) | (1,643) | (448) |
Comprehensive loss attributable to American Well Corporation | $ (673,845) | $ (281,045) | $ (182,984) |
Consolidated Statements of Op_2
Consolidated Statements of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party [Member] | |||
Revenue from Related Parties | $ 3,859 | $ 4,544 | $ 12,045 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Conversa [Member] | SilverCloud earn-out settlement [Member] | Common Stock [Member] | Common Stock [Member] Conversa [Member] | Common Stock [Member] SilverCloud earn-out settlement [Member] | Common Stock [Member] SilverCloud Bonus Escrow [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Conversa [Member] | Additional Paid-in Capital [Member] SilverCloud earn-out settlement [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | American Well Corporation Stockholder Equity [Member] | American Well Corporation Stockholder Equity [Member] Conversa [Member] | American Well Corporation Stockholder Equity [Member] SilverCloud earn-out settlement [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 1,246,197 | $ 2,357 | $ (37,568) | $ 1,841,405 | $ 297 | $ (582,359) | $ 1,224,132 | $ 22,065 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 235,604,105 | ||||||||||||||||
Exercise of common stock options | 20,880 | $ 66 | 20,814 | 20,880 | |||||||||||||
Exercise of common stock options, Shares | 6,695,258 | ||||||||||||||||
Vesting of restricted stock units | $ 75 | (75) | |||||||||||||||
Vesting of restricted stock units, Shares | 7,394,144 | ||||||||||||||||
Shares withheld related to net share settlement and retired treasury stock | (15,038) | $ (8) | 8 | (15,038) | (15,038) | ||||||||||||
Shares withheld related to net share settlement and retired treasury stock, Shares | (798,933) | ||||||||||||||||
Shares repruchased and retired | $ 37,568 | (15) | (37,553) | ||||||||||||||
Issuance of stock under employee stock purchase plan | 1,599 | $ 2 | 1,597 | 1,599 | |||||||||||||
Issuance of stock under employee stock purchase plan, Shares | 178,021 | ||||||||||||||||
Issuance of common stock in acquisitions | 144,107 | $ 128 | 143,979 | 144,107 | |||||||||||||
Issuance of common stock in acquisitions, Shares | 12,798,992 | ||||||||||||||||
Stock-based compensation expense | 43,809 | 43,809 | 43,809 | ||||||||||||||
Capital contributed by selling shareholders of acquired businesses | 2,753 | 2,753 | 2,753 | ||||||||||||||
Currency translation adjustment | (6,565) | (6,565) | (6,565) | ||||||||||||||
Unrealized loss on available-for-sale securities, net of tax | (85) | (85) | (85) | ||||||||||||||
Net loss | (176,782) | (176,334) | (176,334) | (448) | |||||||||||||
Ending balance at Dec. 31, 2021 | 1,260,875 | $ 2,620 | 2,054,275 | (6,353) | (811,284) | 1,239,258 | 21,617 | ||||||||||
Ending balance, Shares at Dec. 31, 2021 | 261,871,587 | ||||||||||||||||
Exercise of common stock options | 5,666 | $ 27 | 5,639 | 5,666 | |||||||||||||
Exercise of common stock options, Shares | 2,690,448 | ||||||||||||||||
Vesting of restricted stock units | $ 53 | (53) | |||||||||||||||
Vesting of restricted stock units, Shares | 5,372,060 | ||||||||||||||||
Shares withheld related to net share settlement and retired treasury stock | (360) | $ (1) | (44) | (315) | (360) | ||||||||||||
Shares withheld related to net share settlement and retired treasury stock, Shares | (85,002) | ||||||||||||||||
Issuance of stock under employee stock purchase plan | 2,503 | $ 7 | 2,496 | 2,503 | |||||||||||||
Issuance of stock under employee stock purchase plan, Shares | 703,148 | ||||||||||||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement | $ 4,298 | $ 12,945 | $ 10 | $ 50 | $ 4,288 | $ 12,895 | $ 4,298 | $ 12,945 | |||||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement, Shares | 1,020,964 | 4,959,856 | 606,618 | ||||||||||||||
Receipt of Section 16(b) disgorgement | 295 | 295 | 295 | ||||||||||||||
Stock-based compensation expense | 69,144 | 69,144 | 69,144 | ||||||||||||||
Capital contributed by selling shareholders of acquired businesses | 11,173 | 11,173 | 11,173 | ||||||||||||||
Currency translation adjustment | (10,616) | (10,616) | (10,616) | ||||||||||||||
Net loss | (272,072) | (270,429) | (270,429) | (1,643) | |||||||||||||
Ending balance at Dec. 31, 2022 | 1,083,851 | $ 2,766 | 2,160,108 | (16,969) | (1,082,028) | 1,063,877 | 19,974 | ||||||||||
Ending balance, Shares at Dec. 31, 2022 | 277,139,679 | ||||||||||||||||
Exercise of common stock options | 569 | $ 3 | 566 | 569 | |||||||||||||
Exercise of common stock options, Shares | 286,599 | ||||||||||||||||
Vesting of restricted stock units | $ 101 | (101) | |||||||||||||||
Vesting of restricted stock units, Shares | 10,102,894 | ||||||||||||||||
Shares repruchased and retired | (586) | $ (3) | 3 | (586) | (586) | ||||||||||||
Shares repruchased and retired, Shares | (264,987) | ||||||||||||||||
Issuance of stock under employee stock purchase plan | 2,164 | $ 12 | 2,152 | 2,164 | |||||||||||||
Issuance of stock under employee stock purchase plan, Shares | 1,224,312 | ||||||||||||||||
Stock-based compensation expense | 72,040 | 72,040 | 72,040 | ||||||||||||||
Currency translation adjustment | 1,319 | 1,319 | 1,319 | ||||||||||||||
Net loss | (679,171) | (675,164) | (675,164) | (4,007) | |||||||||||||
Ending balance at Dec. 31, 2023 | $ 480,186 | $ 2,879 | $ 2,234,768 | $ (15,650) | $ (1,757,778) | $ 464,219 | $ 15,967 | ||||||||||
Ending balance, Shares at Dec. 31, 2023 | 288,488,497 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (679,171) | $ (272,072) | $ (176,782) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Goodwill Impairment | 436,479 | ||
Depreciation and amortization expense | 31,512 | 26,167 | 16,089 |
Provisions for credit losses | 1,057 | 806 | 714 |
Amortization of deferred contract acquisition costs | 2,261 | 1,684 | 1,971 |
Amortization of deferred contract fulfillment costs | 432 | 620 | 737 |
Noncash compensation costs incurred by selling shareholders | 11,139 | 2,753 | |
Accretion of discounts on debt securities | (10,010) | ||
Interest on debt securities | 10,010 | ||
Stock-based compensation expense | 72,246 | 67,675 | 43,809 |
Loss on equity method investment | 2,590 | 2,278 | 3,132 |
Deferred income taxes | (242) | (2,524) | (6,245) |
Changes in operating assets and liabilities, net of acquisition: | |||
Accounts receivable | 3,248 | (8,140) | (512) |
Inventories | 2,085 | (1,207) | 1,598 |
Deferred contract acquisition costs | (4,499) | (2,771) | (2,235) |
Prepaid expenses and other current assets | 4,694 | (161) | (5,775) |
Other assets | (76) | (235) | 117 |
Accounts payable | (2,361) | (4,780) | 5,546 |
Accrued expenses and other current liabilities | (15,139) | 8,962 | (380) |
Other long-term liabilities | (25) | (16,705) | |
Deferred revenue | (3,459) | (19,739) | (9,369) |
Net cash used in operating activities | (148,343) | (192,323) | (141,537) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (192) | (292) | (559) |
Capitalized software development costs | (15,056) | (10,155) | |
Investment in less than majority owned joint venture | (3,920) | (1,960) | (2,548) |
Purchases of investments | (389,990) | (499,223) | |
Proceeds from sales and maturities of investments | 389,990 | 500,000 | 100,000 |
Acquisitions of business, net of cash acquired | (156,526) | ||
Net cash used in investing activities | (19,168) | (11,630) | (59,633) |
Cash flows from financing activities: | |||
Proceeds from exercise of common stock options | 569 | 5,740 | 20,806 |
Proceeds from employee stock purchase plan | 2,164 | 2,503 | 1,599 |
Payments for the purchase of treasury stock | (586) | (360) | (15,038) |
Proceeds from Section 16(b) disgorgement | 295 | ||
Payment of contingent consideration | (11,790) | ||
Payment of deferred offering costs | (1,613) | ||
Net cash (used in) provided by financing activities | 2,147 | (3,612) | 5,754 |
Effect of exchange rates changes on cash, cash equivalents, and restricted cash | (1,144) | (305) | (84) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (166,508) | (207,870) | (195,500) |
Cash, cash equivalents, and restricted cash at beginning of period | 539,341 | 747,211 | 942,711 |
Cash, cash equivalents, and restricted cash at end of period | 372,833 | 539,341 | 747,211 |
Cash, cash equivalents, and restricted cash at end of period: | |||
Cash and cash equivalents | 372,038 | 538,546 | 746,416 |
Restricted cash | 795 | 795 | 795 |
Total cash, cash equivalents, and restricted cash at end of period | 372,833 | 539,341 | 747,211 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | $ 5,003 | 1,723 | 1,587 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Issuance of common stock in acquisitions | 144,107 | ||
Issuance of common stock in settlement of earnout | $ 17,243 | ||
Receivable related to exercise of common stock options | $ 74 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 platform and software company that enables the digital distribution and delivery of care for healthcare’s key stakeholders. The Company’s scalable technology is deployed at the enterprise level of clients, embeds into existing offerings and workflows, spans the continuum of care and enables the delivery of this care across a wide variety of clinical, retail, school and home settings. The Company is subject to a number of risks similar to other companies of a similar size in the high technology industry, including, but not limited to, uncertainty of progress in developing technologies, new technological innovations, dependence on key personnel, protection of proprietary technology, uncertainty of market acceptance of digital care and the need for additional financing. Acquisitions On August 9, 2021 and August 27, 2021 , the Company completed the acquisitions of Conversa Health, Inc. (“Conversa”) and SilverCloud Health Holdings, Inc. (“SilverCloud”), respectively (together, the “Acquisitions”). Conversa is a leader in automated virtual healthcare. SilverCloud is a leading digital mental health platform. See Note 8 “Business Combinations”. Liquidity and Capital Resources The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. Through December 31, 2023 , the Company has primarily funded its operations with proceeds from the initial public offering, the sales of convertible preferred stock and revenue from clients who purchase access to the enterprise platform and software as a service. On September 21, 2020 the Company closed on the initial public offering raising $ 822,267 in gross proceeds. On September 21, 2020 the Company closed on a private placement with Google raising $ 100,000 in gross proceeds. Since inception, the Company has incurred recurring losses. As of December 31, 2023, the Company had an accumulated deficit of $ 1,757,778 . The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash, cash equivalents and investments 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and 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”) (see Note 4) and National Telehealth Network (“NTN”), an entity in which American Well controls fifty percent or more of the voting shares (see Note 5). Intercompany accounts and transactions have been eliminated in consolidation. For consolidated entities where American Well owns or is exposed to less than 100 % of the economics, the net income (loss) attributable to noncontrolling interests is recorded in the 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 consolidated balance sheets. Use of Estimates The preparation of 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 consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. Significant estimates and assumptions reflected in these 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, the useful lives of intangible assets, capitalization of software development costs and the valuation of share 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. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. Foreign Currency 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 consolidated statements of operations and comprehensive loss. During the years ended December 31, 2023, 2022 and 2021 the Company’s gains (losses) from foreign currency remeasurement and settlement were $( 11 ) , $( 377 ) and $ 445 . 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 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. 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 December 31, 2023 one client accounted for 40 % of outstanding accounts receivable and as of December 31, 2022 two client each accounted for 18 % of outstanding accounts receivable. For the years ended December 31, 2023, 2022 and 2021, sales to one client (which was a related party during the 2021 period) represented 24 % , 23 % and 25 % of the Company’s total revenue, respectively. Cash Equivalents The Company considers all highly liquid investments purchased with maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash As of December 31, 2023 and 2022, the Company maintained letters of credit totaling $ 795 and $ 795 , respectively, for the benefit of the landlord of its leased property and performance surety bonds. The Company has classified $ 795 and $ 795 as non-current on its consolidated balance sheet as of December 31, 2023 and 2022 , respectively. Investments The Company’s investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total stockholders’ equity (deficit). The Company has classified its available-for-sale investments as current assets on the consolidated balance sheet as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of interest income and other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company periodically evaluates its investments for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment through a charge to the consolidated statement of operations and other comprehensive income (loss). No such adjustments were necessary during the periods presented. As of December 31, 2023 and 2022 , there were no investments that had been in a continuous loss position for more than 12 months. 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 consolidated statements of operations and comprehensive loss. Inventories The Company values all of its inventories, which consist primarily of raw material hardware components, at the lower of cost or net realizable value on a first-in, first-out basis (“FIFO”). Write-offs of potentially slow moving or damaged inventory are recorded through specific identification of obsolete or damaged material. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the useful life of the assets. Computer equipment is depreciated over three to four years . Computer software, furniture and fixtures and office equipment are depreciated over three years . Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Repairs and maintenance costs are expensed as incurred. When assets are sold or retired, the cost and related accumulated depreciation or amortization are removed from the accounts, with any resulting gain or loss recorded in the consolidated statements of operations and comprehensive loss. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. Transaction costs related to business combinations are expensed as incurred in general and administrative expense in the consolidated statement of operations and comprehensive loss. Determining the fair value of assets acquired and liabilities assumed, and the allocation of the purchase price requires management to use judgment and estimates with regards to the selection of valuation methodologies, especially with respect to intangible assets. Critical estimates in valuing certain identifiable assets include, but are not limited to, significant assumptions related to estimates of future revenue and cash flows, expected long-term market growth, expected revenue growth rates, future expected operating expenses, earnings before interest, taxes, depreciation and amortization margin, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could last up to one year after the transaction date, all adjustments are recorded in the consolidated statements of operations and comprehensive loss. Goodwill The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized but is tested for impairment annually on November 30 or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by the Company’s publicly quoted share price, below our net book value. Our goodwill impairment tests are performed at the enterprise level given our single reporting unit. When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. A charge is reported as impairment of goodwill in the consolidated statements of operations and comprehensive loss. In the year ended December 31, 2023 there was a full impairment of the goodwill balance. For details associated with the Company's goodwill impairment, see Note 11 - Goodwill and Intangible Assets . Intangible Assets Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Finite-lived intangible assets, which primarily consist of customer relationships, contractor relationships, technology and trade name, are stated at historical cost and amortized over the assets’ estimated useful lives. Intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or the carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value. During the year ended December 31, 2023 the Company concluded there was a triggering event and a recoverability test for intangible assets was performed. No impairment was identified as result of the recoverability test. For details associated with the Company's impairment recovery test, see Note 11 - Goodwill and Intangible Assets . Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets, among others. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than the asset’s carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. To date, the Company has no t recorded any impairment losses on long-lived assets. No impairments were identified during the years ended December 31, 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. 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 LsLC. 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. During the year ended December 31, 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. During the years ended December 31, 2023, 2022 and 2021 the Company made a capital contribution of $ 3,920 , $ 1,960 and $ 2,548 related to a portion of the phase one capital commitment. For the years ended December 31, 2023, 2022 and 2021, the Company recognized a loss of $ 2,590, $ 2,278 and $ 3,132 as its proportionate share of the joint ventures results of operations, respectively. Accordingly, the carrying value of the equity method investment as of December 31, 2023 and 2022 was $ 1,180 and $( 150 ), respectively. As the share of losses exceeds the carrying amount of the investment, the carrying amount as of December 31, 2022 it is included in the balance of accrued expenses and other current liabilities on the consolidated balance sheet. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense in the consolidated statement of operations and comprehensive loss. For the years ended December 31, 2023, 2022 and 2021, the Company’s advertising expenses were $ 5,508 , $ 6,607 and $ 5,604 , respectively. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses include payroll, employee benefits and other expenses associated with product development. Internal-Use Software The Company evaluates development costs incurred to develop functionality in connection with its internal-use software for capitalization. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Capitalized internal-use software costs are included in intangible assets on the consolidated balance sheet for the years ended December 31, 2023 and 2022 . There were no impairment charges related to capitalized software development costs during 2023 . Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three to five years . Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options, restricted stock units (“RSU’s”) and performance-based market condition share awards ("PSU's") to employees. Stock options and RSUs only have service-based vesting conditions and the Company records the expense for these awards using the straight-line method. Stock option awards and restricted stock units issued to the co-CEOs prior to the IPO or as a result of the IPO (“IPO RSUs”) were expensed when granted as the requisite future service of the awards is not substantive for accounting purposes. PSUs have multiple tranches each with certain market capitalization milestones and service-based vesting conditions and the Company records the expense for these awards over the estimated life of each tranche. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award’s recipient’s payroll costs are classified. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The restricted stock units issued to the co-CEOs as a result of the IPO had the fair value estimated using a binomial lattice approach. The Company historically had been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value of the PSUs is estimated using a Monte-Carlo valuation simulation. Similar to stock options, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Deferred Contract Acquisition Costs The Company capitalizes sales commissions and certain parts of the Company bonus that are incremental to the acquisition of client contracts. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred based on its sales compensation plans if the commissions are in fact incremental and would not have occurred absent the client contract. Sales commissions are paid upon the initial acquisition of a contract and are amortized over an estimated period of benefit of five years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The Company determined the period of benefit for commissions paid for the acquisition of initial contracts by taking into consideration the commitment term of the client contract, the nature of the Company’s technology development life cycle, and an estimated client relationship period. Amortization of deferred contract acquisition costs is included in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. The Company reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred contract acquisition costs. There were no impairment losses recorded during the periods presented. Deferred Contract Fulfillment Costs The Company capitalizes costs to fulfill contracts with clients in “Prepaid expenses and other current assets” and “Other assets” on its consolidated balance sheet. The Company amortizes these costs to cost of revenue in the consolidated statement of operations and comprehensive loss consistent with the revenue recognition of the performance obligations in the associated contracts. The Company assesses these costs for impairment at the end of each reporting period. There were no impairment losses recorded during the periods presented. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimating the future taxable profits. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Net Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net losses attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends, but contractually does not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2023, 2022 and 2021 . Revenue Recognition Platform subscription The Company generates revenue primarily from contracts with clients who purchase subscriptions to access the Company’s enterprise platform and software as a service which includes access to the Company’s affiliated medical group. The Company’s clients do not have the right to take possession of the Company’s software operating its digital care platform at any time. Instead, clients are granted access to the Company’s platform over the contractual period. Access to the platform, including the stand ready obligation to provide access to the affiliated medical group, represents a series of distinct services as the Company continually provides access to and fulfills its obligation to the client over the contract term. The typical contract term is three years. Most of the Company’s contracts are non-cancelable over the contractual term. Clients typically have the right to terminate their contracts for cause if the Company fails to perform in accordance with the contractual terms. For clients who purchase access to the enterprise platform and software as a service (the “Amwell Platform”), the Company hosts a dedicated instance of the Amwell Platform, white-labeled under the client’s own name, branding, and with customized workflows and operating choices. The implementation services for the Amwell Platform are not distinct within the context of the contract because the Company’s promise to perform the implementation services are not separately identifiable from the access to the Amwell Pla |
Revenue and Deferred Revenue
Revenue and Deferred Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Deferred Revenue | 3. Revenue and Deferred Revenue Revenue The following table presents the Company’s revenues disaggregated by revenue source: Years Ended December 31, 2023 2022 2021 Platform subscription $ 112,361 $ 120,919 $ 108,254 Visits 119,485 124,350 116,617 Other 27,201 31,921 27,918 Total Revenue $ 259,047 $ 277,190 $ 252,789 Contract Balances 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. Unbilled receivables as of December 31, 2023 and December 31, 2022 is $ 5,500 and $ 3,566 , respectively, and has been included within accounts receivable on the consolidated balance sheet. 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 years ended December 31, 2023, 2022 and 2021, the Company recognized revenue of $ 40,595 , $ 56,595 , and $ 56,473 , respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented. The Company receives payments from clients based upon contractual billing schedules. The Company typically invoices its clients annually in advance for their annual software access fee. The Company records accounts receivable when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically net 30 days. Deferred Revenue Significant changes in the Company’s deferred revenue balance for the years ended December 31, 2023, 2022 and 2021: Years Ended December 31, 2023 2022 2021 Total deferred revenue, beginning of the period $ 55,794 $ 75,896 $ 74,800 Additions 124,091 106,330 123,717 Recognized ( 127,429 ) ( 126,432 ) ( 122,621 ) Total deferred revenue, end of the period $ 52,456 $ 55,794 $ 75,896 Current deferred revenue 46,365 49,505 68,841 Non-current deferred revenue 6,091 6,289 7,055 Total $ 52,456 $ 55,794 $ 75,896 Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2023 and 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 217,736 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 December 31, 2023 amount, the Company expects to recognize 49 % of the transaction price in the year ending December 31, 2024 in its consolidated statement of operations and comprehensive loss with the remainder recognized thereafter. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 4. Variable Interest Entities The Company provides services pursuant to contracts with PCs which in turn contracts with physicians to provide virtual care medical services. The PC’s collectively represent the Company’s affiliated medical group. The PCs were designed and structured to comply with the relevant laws and regulations governing professional medical practice, which generally prohibits the practice of medicine by lay persons or entities. To satisfy these regulatory requirements, all of the issued and outstanding equity interests of the PCs are owned by a licensed medical professional nominated by the Company (the “Nominee Shareholder”). Upon formation of the PCs, and initial issuance of equity interests, the Nominee Shareholder contributes a nominal amount of capital in exchange for their interest in the PC. The Company then executes with each PC a Business Support Agreement (“BSA”), which provide for various administrative and management services to be provided by the Company to the PC, and a Stock Transfer Agreement (“STA”), which provide for transition of ownership of the PCs. The Company provides all of the necessary capital for the operations of the PCs through loans to the PCs. The Company also has exclusive responsibility for the provision of all nonmedical services including contracting with clients who access the PCs for a medical visit, handling all financial transactions and day-to-day operations of each PC, overseeing the establishment of virtual care policies and protocol, and making recommendations to the PC in establishing the guidelines for the employment and compensation of the physicians and other employees of the PCs. In addition, the STA provides that the Company’s Board of Directors has the power and authority to change the Nominee Shareholder at any time for any reason, and designate a new Nominee Shareholder who will purchase the equity interests from the predecessor Nominee Shareholder for the same nominal amount, effectively limiting the Nominee Shareholder’s rights to returns of the PC. The Nominee Shareholders, notwithstanding their legal form of ownership of equity interests in the PC, have no substantive profit-sharing rights in the PCs. Based upon the provisions of these agreements, the Company determined that the PCs are variable interest entities due to its equity holder having insufficient capital at risk, and the Company has a variable interest in the PCs. The Company consolidated the PCs under the VIE model since the Company has the power to direct activities that most significantly impact the PCs economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the PCs. Furthermore, as a direct result of nominal initial equity contributions by the Nominee Shareholder, the financial support the Company provides to the PCs (e.g. loans) and the provisions of the STA, the interests held by noncontrolling interest holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the PCs. Therefore, all income and expenses recognized by the PCs are allocated to the Company’s stockholders. The aggregate carrying value of total assets and total liabilities included on the consolidated balance sheets for the PCs after elimination of intercompany transactions were $ 33,842 and $ 1,803 , respectively, as of December 31, 2023 and $ 31,189 and $ 1,648 , respectively as of December 31, 2022. Total revenue included on the consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 72,349 , $ 74,389 and $ 72,125 for the years ended December 31, 2023, 2022 and 2021, respectively. Net loss included on the consolidated statements of operations and comprehensive was not material for the years ended December 31, 2023, 2022 and 2021 . |
National Telehealth Network
National Telehealth Network | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
National Telehealth Network | 5. 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 significance 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 consolidated financial statements. However, because the Company owns less than 100 % of NTN, the Company recognizes net income (loss) attributable to non-controlling interest in the 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 $ 4,007 , $ 1,643 and $ 448 for the years ended December 31, 2023, 2022 and 2021, respectively. The carrying value of the non-controlling interest was $ 15,967 , $ 19,974 and $ 21,617 as of December 31, 2023, 2022 and 2021 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. 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: December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 299,300 $ — $ — $ 299,300 Total financial assets: $ 299,300 $ — $ — $ 299,300 December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 445,856 $ — $ — $ 445,856 Total financial assets: $ 445,856 $ — $ — $ 445,856 As of December 31, 2023 and 2022, the Company’s cash equivalents were invested in money market funds and were valued based on Level 1 inputs. During the years ended December 31, 2023 and 2022 , there were no transfers between Level 1, Level 2 and Level 3. The Company classified its net liability for contingent earnout considerations relating to the Acquisitions within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which included the Monte Carlo method that uses key assumptions to model future revenue and costs of goods sold projections. A description of the Acquisitions is included within Note 8. The contingent earnout payments for each acquisition are based on the achievement of certain revenue and integration thresholds. Year Ended December 31, 2023 2022 Beginning Balance as of January 1 $ — $ 16,450 Accretion of contingent consideration — 793 Earned amount issued to shareholders in Class A Common Stock — ( 17,243 ) Ending Balance $ — $ — |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Allowance for Credit Losses | 7. Allowance for Credit Losses Changes in the allowance for credit losses were as follows: Years Ended December 31, 2023 2022 2021 Allowance for credit losses, beginning of the period $ 1,884 $ 1,809 $ 1,556 Provisions 1,034 803 714 Write-offs ( 627 ) ( 728 ) ( 461 ) Allowance for credit losses, end of the period $ 2,291 $ 1,884 $ 1,809 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 8. Business Combinations On August 27, 2021 , the Company completed the acquisition of SilverCloud through a merger in which SilverCloud became a wholly-owned subsidiary of the Company. The cash consideration paid was $ 105,195 net of cash acquired of $ 12,239 . The stock consideration was comprised of 8.1 million shares of the Company’s Class A common stock valued at $ 85,571 , and escrow share consideration of $ 6,376 . SilverCloud is a leading digital mental health platform. The Company is obligated to pay an earn-out of up to $ 40,000 contingent upon SilverCloud achieving certain revenue thresholds for the year ending December 31, 2022. The Company estimated the fair value of the contingent consideration as of the acquisition date to be $ 29,360 . The contingent consideration is subject to remeasurement at each reporting date until December 31, 2022, with the remeasurement adjustment reported in the consolidated statement of operations and comprehensive loss. The Company signed an amendment to the agreement accelerating the determination of the SilverCloud revenue earn-out as of May 11, 2022, which resulted in the issuance of 4,959,856 shares of Class A Common Stock. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $ 4,854 which included transaction costs from financial and legal advisors and other transaction related fees and were recognized as incurred in the Company’s consolidated statement of operations and comprehensive loss in general and administrative expenses. On August 9, 2021 , the Company completed the acquisition of Conversa through a merger in which Conversa became a wholly-owned subsidiary of the Company. The cash consideration paid was $ 51,331 net of cash acquired of $ 9,735 . The stock consideration was comprised of 4.7 million shares of the Company’s Class A common stock valued at $ 52,160 . Conversa is a leader in automated virtual healthcare. The Company is obligated to pay an earn-out of up to $ 30,000 contingent upon Conversa achieving certain integration thresholds in the first quarter of 2022, and certain revenue thresholds for the year ending December 31, 2022. The Company estimated the fair value of the contingent consideration as of the acquisition date to be $ 15,230 . The contingent consideration is subject to remeasurement at each reporting date until December 31, 2022, with the remeasurement adjustment reported in the consolidated statement of operations and comprehensive loss. The integration milestone was achieved in December 2021 and $ 15,000 was paid in January 2022. T he Company signed an amendment to the agreement accelerating the determination of the Conversa revenue earn-out as of March 31, 2022, which resulted in the issuance of 1,020,964 shares of Class A Common Stock. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $ 2,435 which included transaction costs from financial and legal advisors and other transaction related fees and were recognized as incurred in the Company’s consolidated statement of operations and comprehensive loss in general and administrative expenses. The Acquisitions were accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of the Acquisitions were integrated within the consolidated financial statements commencing on the aforementioned acquisition dates. Actual revenue and losses of the Acquisitions since the acquisition date as well as pro forma combined results of operations for the Acquisition have not been presented because the effect of the Acquisitions were not material to the Company’s consolidated financial results for the periods presented. The following table summarizes the fair value estimates of the assets acquired and liabilities assumed for the SilverCloud and Conversa acquisitions at the respective acquisition dates. The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets with significant estimates such as revenue projections. In the year ended December 31, 2021, the Company recorded a $ 2,825 increase and a $ 1,268 decrease to goodwill related to the assessment of the tax attributes of the business combinations for SilverCloud and Conversa, respectively. In addition, the Company recorded a $ 9 and $ 66 decrease to goodwill with the finalization of the net working capital adjustment for SilverCloud and Conversa, respectively. In the third quarter of 2022, the Company recorded a $ 522 decrease in goodwill related to the assessment of the tax attributes of the business combination for SilverCloud. The allocation of the consideration transferred to the assets acquired and liabilities assumed for the Acquisitions is final. Identifiable assets acquired and liabilities assumed: SilverCloud Conversa Health Purchase consideration: Cash consideration, net of cash acquired $ 105,195 $ 51,331 Stock consideration 85,571 52,160 Contingent consideration 29,360 15,230 Escrow share consideration 6,376 Working capital adjustment ( 300 ) ( 127 ) Total consideration transferred $ 226,202 $ 118,594 Allocation of Consideration transferred: Accounts receivable $ 2,630 $ 3,651 Identifiable intangible assets 78,146 34,700 Other assets 491 4,604 Total assets acquired 81,267 42,955 Current liabilities 2,155 8,463 Deferred revenue 5,813 4,655 Other long-term liabilities 11,035 115 Total liabilities assumed 19,003 13,233 Goodwill $ 163,938 $ 88,872 $ 226,202 $ 118,594 The amount allocated to goodwill reflects the benefits the Company expects to realize from post-acquisition cross selling opportunities from integrating customer relationships and from the growth of the respective acquisitions’ operations. The following are the identifiable intangible assets acquired in the Acquisitions and their respective weighted average useful lives, as determined based on initial valuations. The estimated fair value of the Technology and Tradename was determined using a relief from royalty method and the estimated fair value of the Customer relationships was determined using the excess earnings method: SilverCloud Weighted Conversa Health Weighted Technology $ 34,996 5.0 $ 20,400 5.0 Tradename 10,800 7.0 4,200 5.0 Customer relationships 32,350 10.0 10,100 10.0 Total $ 78,146 $ 34,700 |
Deferred Contract Acquisition a
Deferred Contract Acquisition and Contract Fulfillment Costs | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Deferred Contract Acquisition and Contract Fulfillment Costs | 9. Deferred Contract Acquisition and Contract Fulfillment Costs The following table represents a rollforward of the Company’s deferred contract acquisition costs: December 31, 2023 2022 Beginning balance as of January 1 $ 4,788 $ 3,725 Additions to deferred contract acquisition costs 4,511 2,768 Amortization of deferred contract acquisition costs ( 2,266 ) ( 1,683 ) Currency translation adjustments 21 ( 22 ) Ending balance $ 7,054 $ 4,788 Deferred contract acquisition costs, current $ 2,262 $ 1,394 Deferred contract acquisition costs, noncurrent 4,792 3,394 Total $ 7,054 $ 4,788 Amortization expense related to deferred contract acquisition costs for the years ended December 31, 2023, 2022 and 2021 was $ 2,266 , $ 1,683 and $ 1,971 , respectively. The following table represents a rollforward of the Company’s deferred contract fulfillment costs: December 31, 2023 2022 Beginning balance as of January 1 $ 1,281 $ 1,390 Additions to deferred contract fulfillment costs 52 511 Amortization of deferred contract fulfillment costs ( 432 ) ( 620 ) Ending balance $ 901 $ 1,281 Deferred contract fulfillment costs, current $ 309 $ 620 Deferred contract fulfillment costs, noncurrent 592 661 Total $ 901 $ 1,281 Amortization expense related to deferred contract fulfillment costs for the years ended December 31, 2023, 2022 and 2021 was $ 432 , $ 620 and $ 737 , respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment, net consisted of the following: As of December 31, 2023 2022 Furniture and fixtures $ 232 $ 231 Computer and office equipment 7,322 7,216 Computer software 5,125 5,041 Leasehold improvements 692 692 13,371 13,180 Less: Accumulated depreciation and amortization ( 12,799 ) ( 12,168 ) Property and equipment, net $ 572 $ 1,012 Depreciation and amortization expense related to property and equipment was $ 631 , $ 1,515 and $ 2,160 for the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2022 the Company disposed of fully depreciated assets with a gross value of $ 1,139 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 11. Goodwill and Intangible Assets Goodwill consisted of the following as of: December 31, 2023 2022 Beginning Balance as of January 1 $ 435,279 $ 442,761 Purchase accounting adjustment — ( 522 ) Goodwill Impairment ( 436,479 ) — Currency translation adjustments 1,200 ( 6,960 ) Ending Balance $ — $ 435,279 In the third quarter of 2023, the Company experienced a triggering event, due to sustained decreases in the Company's publicly quoted share price and market capitalization, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles. As such, the Company assessed the definite-lived intangible assets or other long-lived assets for impairment by performing an undiscounted cash flow analysis to establish fair value. The significant estimates used in fair value methodology, which are based on Level 3 inputs, include the Company's expectations for future operations and projected cash flows, including revenue, gross margin and operating expenses. The assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets, as they passed the recoverability test. No triggering events were identified in the fourth quarter of 2023. The Company also identified indicators of goodwill impairment for the single reporting unit which required an interim goodwill impairment assessment in each of the three quarters. 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 its 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 assessments, the Company recorded $ 436,479 non-deductible, of non-cash goodwill impairment charges for the year ended December 31, 2023. The goodwill balance as of December 31, 2023 is $ 0 . Identified intangible assets consisted of the following as of: Gross Accumulated Carrying Weighted December 31, 2023 Customer relationships $ 80,558 $ ( 33,109 ) 47,449 6.5 Contractor relationships 535 ( 329 ) 206 5.0 Trade name 14,303 ( 5,389 ) 8,914 4.1 Technology 90,204 ( 45,482 ) 44,722 3.3 Internally developed software 25,210 ( 6,253 ) 18,957 2.4 $ 210,810 $ ( 90,562 ) $ 120,248 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 $ 15,056 of costs during the year ended December 31, 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 technology. Amortization expense related to intangible assets for the years ended December 31, 2023, 2022 and 2021 was $ 30,861 , $ 24,638 and $ 13,929 , respectively. Estimated future amortization expense of the identified intangible assets as of December 31, 2023, is as follows: 2024 $ 33,007 2025 $ 32,991 2026 $ 22,459 2027 $ 11,603 2028 $ 9,112 Thereafter 11,076 120,248 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 12. Accrued Expenses Accrued expenses consist of the following: As of December 31, 2023 2022 Employee compensation and benefits $ 15,573 $ 26,192 Professional services 3,838 10,190 Provider services 7,437 8,096 Other 12,140 9,780 Total $ 38,988 $ 54,258 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity Undesignated Preferred Stock In connection with our IPO in September 2020, we filed an Amended and Restated Certificate of Incorporation which 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 our board of directors. No shares of preferred stock were issued or outstanding as of December 31, 2023 and December 31, 2022. Common Stock In connection with the IPO, the Company filed an Amended and Restated Certificate of Incorporation which authorizes capital stock of 1,000,000,000 shares of Class A common stock, par value $ 0.01 per share, 100,000,000 shares of Class B common stock, par value $ 0.01 per share, and 200,000,000 shares of Class C common stock, par value $ 0.01 per share. Except for the rights noted below, each Class A, Class B and Class C common stock have the same rights, are equal in all respects and are treated by us as one class of shares. Each share of Class A and Class C common stock is entitled to one vote per share on all matters presented for a vote, except that Class C common stock does not have the right to vote for elections of directors. Subject to certain conditions, Class B common stock is collectively entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C common stock and any other preferred stock entitled to vote under the certificate of incorporation at such time (resulting in the Class B common stock collectively holding 51% of the total outstanding voting power) , and each share of Class B common stock will be entitled to a number of votes equal to the total number of votes held by all Class B common stock divided by the total number of then outstanding shares of Class B common stock. Shares of Class B and Class C common stock will be converted into shares of Class A common stock on a one-for-one basis upon the occurrence of certain events. Shares of Class B common stock will automatically convert on the first business day (i) after the date on which the outstanding shares of Class B common stock constitutes less than 5% of the aggregate number of shares of common stock then outstanding, (ii) after the date on which neither founder is serving as an executive officer or (iii) following seven years after the date the amended and restate certificate of incorporation becomes effective, provided that, such period may, to the extent permitted by law and applicable stock exchange rules, be extended for three years upon the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class A common stock entitled to vote thereon, voting separately as a class. Shares of Class C common stock will be convertible at the option of the holder upon determination that a Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) filing is not necessary prior to the holder’s conversion of such shares or, if required, upon expiration or termination of the HSR waiting period. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend right of the preferred stockholders. No dividends have been declared through December 31, 2023. In August 2021, the Company issued 4.7 million and 8.1 million shares of Class A common stock at a fair value of $ 11.20 and $ 10.51 per share in connection with the acquisitions of Conversa and SilverCloud, respectively (see Note 8). In the year ended December 31, 2022 the Company issued 1.0 million and 5.0 million shares of Class A common stock at a fair value of $ 4.21 and $ 2.61 per share in connection with the settlement of the earnouts for Conversa and SilverCloud, respectively (see Note 6). In the year ended December 31, 2022 the Company also issued 0.6 million shares of Class A common stock in relation to the early settlement of the bonus escrow. In the year ended December 31, 2023 no shares of Class B common stock were converted to Class A common stock. As of December 31, 2023 the par value of the Class A, Class B and Class C shares was $ 2,548 , $ 275 and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 255,542,545 255,542,545 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 288,488,497 288,488,497 As of December 31, 2023 and 2022, the Company had reserved 74,506,099 and 68,617,245 shares of common stock for the exercise of outstanding stock options, the vesting of restricted stock units 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. The 2020 Plan is administered by the board of directors with respect to awards to non-employee directors and by the compensation committee, with respect to other participants, are collectively, referred to as the plan administrator. The exercise prices, vesting and other restrictions are determined at the discretion of the plan administrator. 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. Stock options granted under the Plan typically vest over four years and expire ten years after the grant date. The Company had 8,454,180 shares available for grant as of December 31, 2023. 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 ( 757,743 ) $ 5.44 Expired ( 6,160 ) $ 1.77 Exercised ( 286,599 ) $ 1.99 Outstanding as of December 31, 2023 9,989,049 $ 5.09 4.6 $ — Vested and expected to vest as of December 31, 2023 9,978,545 $ 5.09 4.6 $ — Options exercisable as of December 31, 2023 9,906,925 $ 5.08 4.6 $ — The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021, was $ 206 , $ 5,167 and $ 106,407 , respectively. The aggregate intrinsic value of common stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. There were no options granted during the years ended December 31, 2023, 2022 and2021. The Company received cash proceeds from the exercise of common stock options of $ 569 , $ 5,740 and $ 20,806 during the years ended December 31, 2023, 2022 and 2021, respectively. Restricted Stock Units The following table summarizes the unvested restricted stock unit activity for the year ended December 31, 2023: Shares Weighted Average Unvested as of January 1, 2023 19,316,459 $ 10.78 Granted 15,980,943 2.47 Vested ( 8,956,584 ) 7.16 Forfeited ( 3,917,923 ) 4.22 Unvested as of December 31, 2023 22,422,895 $ 7.45 The total grant date fair value of RSU’s granted for the years ended December 31, 2023, 2022 and 2021 was $ 39,419 , $ 63,987 and $ 152,550 , respectively. The aggregate intrinsic value of restricted stock units vested for the years ended December 31, 2023, 2022 and 2021 was $ 18,773 , $ 22,218 and $ 90,726 , respectively. Restricted Stock Units with a Market Condition In the year ended December 31, 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 December 31, 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. None of the performance-based market condition share awards granted in 2023 have vested. The total grant-date fair value of performance-based market condition share awards granted during the year ended December 31, 2023 and 2022 was $ 5,805 and $ 63,157 , respectively. No performance-based market condition share awards were granted during the year ended December 31, 2021 . 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 ( 394,387 ) 2.41 Unvested as of December 31, 2023 26,716,306 $ 2.29 The weighted average estimated fair value of the performance-based market condition share awards granted during the year ended December 31, 2023 and December 31, 2022 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Years Ended December 31, 2023 2022 2021 Risk-free rate 4.61 % 2.34 % N/A Term to end of performance period (yrs) 3 years 3 years N/A Weighted average valuation date stock price $ 2.76 $ 3.50 N/A Expected volatility 70 % 75 % N/A Expected dividend yield 0 % 0 % N/A 2020 Employee Stock Purchase Plan In July and August 2020, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2020 Employee Stock Purchase Plan (“ESPP”). Rights granted under the ESPP will be issued only with respect to shares of Class A common stock. The purchase price of the shares will not be less than 85 % of the fair market value of Class A common stock on the lower of the purchase date, which will be the final trading day of the purchase period, or the enrollment date, which will be the first trading day of the offering period. During the years ended December 31, 2023, 2022 and 2021 the Company issued 1,224,312 , 703,148 and 178,021 shares under the ESPP. As of December 31, 2023 6,923,669 shares remained available for issuance. Stock-Based Compensation Stock-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2023 2022 2021 Cost of revenues $ 1,681 $ 1,605 $ 1,655 Research and development 10,348 10,236 7,613 Selling and marketing 8,613 7,182 7,666 General and administrative 51,398 50,121 26,875 Total $ 72,040 $ 69,144 $ 43,809 As of December 31, 2023, total unrecognized compensation cost related to the unvested common stock-based awards was $ 65,125 , which is expected to be recognized over a weighted-average period of 2.2 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Leases The Company’s primary lease represents the lease for its corporate headquarters in Boston, Massachusetts. The Company modified the corporate headquarter lease during the third quarter of 2021. Rent expense for the year ended December 31, 2023 was $ 4,292 . The carrying value of the Company’s right-of-use assets are substantially concentrated in real estate as the Company primarily leases office space. The Company’s policy is not to record leases with an original lease term of one year or less on the consolidated balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. The Company does not have any lease contracts with the option to purchase as of December 31, 2023. Years Ended December 31, 2023 2022 2021 The components of lease cost under ASC 842 were Operating lease cost $ 3,495 $ 3,694 $ 5,617 Short-term lease cost — — — Variable lease cost — — — Total lease cost $ 3,495 $ 3,694 $ 5,617 Years Ended December 31, 2023 2022 2021 Supplemental cash flow information: Cash paid for amounts included in measurement Operating cash flows from operating leases $ 3,527 $ 2,672 $ 6,352 Non-cash lease activity: Right-of-use lease assets obtained in exchange for Operating leases $ 0 $ 851 $ 15,506 As of December 31, 2023 2022 Supplemental balance sheet information related to Operating leases Operating lease right-of-use assets $ 10,453 $ 13,509 Total operating right-of-use lease assets $ 10,453 $ 13,509 Operating lease liabilities, current 3,580 3,057 Operating lease liabilities, net of current portion 8,206 11,787 Total operating lease liabilities $ 11,786 $ 14,844 Weighted-average remaining lease term (in years) 3.2 years 4.1 years Weighted-average discount rate 1.2 % 1.3 % As of December 31, 2023, minimum future lease payments for these operating leases were as follows: Years ending December 31, 2024 $ 3,698 2025 3,766 2026 3,649 2027 893 2028 — Thereafter — Total lease payments $ 12,006 Less imputed interest ( 220 ) Total present value of lease liabilities $ 11,786 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 December 31, 2023 , 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. On September 14, 2020, the Company received a letter from Teladoc Health, Inc. alleging that certain of the Company’s cart products and associated peripherals infringe upon their patents. On October 12, 2020, Teladoc Health, Inc filed a claim against the Company related to these allegations. On June 30, 2022, the claim was dismissed pursuant to a confidential settlement between the parties. As of December 31, 2023 and 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes During the years ended December 31, 2023, 2022 and 2021 the Company recorded an income tax (expense) benefit of $ ( 3,860 ) , $( 64 ) and $ 5,376 , respectively. The December 31, 2023 income tax provision is primarily due to foreign income taxes in Israel. The December 31, 2022 income tax provision is primarily due to foreign income taxes in Israel partially offset by losses in Ireland. The December 31, 2021 income tax benefit is primarily due to a partial release of valuation allowance in the U.S. resulting from the deferred tax liabilities established as part of the Acquisitions consummated during the year (see Note 8). For the years ended December 31, 2023, 2022 and 2021, the Company’s loss before income taxes is primarily generated in the United States as the pre-tax loss from the Company’s foreign subsidiaries is not significant. The components of our current and deferred portions of the provision for income taxes are presented in the table below: Years Ended December 31, 2023 2022 2021 Current income tax (provision) benefit: Federal $ ( 237 ) $ — $ — State ( 167 ) ( 22 ) ( 41 ) Foreign ( 3,614 ) ( 3,256 ) ( 828 ) Total Current $ ( 4,018 ) $ ( 3,278 ) $ ( 869 ) Deferred income tax (provision) benefit: Federal $ — $ — $ 5,730 State — — ( 1 ) Foreign 158 3,214 516 Total Deferred $ 158 $ 3,214 $ 6,245 Total (provision) benefit for income taxes $ ( 3,860 ) $ ( 64 ) $ 5,376 The following reconciles the differences between income taxes computed at the federal statutory rate and the provision for income taxes: Years Ended December 31, 2023 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.1 3.7 4.5 Valuation allowance ( 7.1 ) ( 18.5 ) ( 24.5 ) Stock-based compensation ( 1.3 ) ( 5.1 ) 1.9 Permanent differences ( 14.0 ) ( 0.7 ) — Other ( 0.3 ) ( 0.4 ) 0.1 Effective income tax rate ( 0.6 )% — % 3.0 % Deferred tax assets and liabilities reflect the net tax effects of net operating loss and tax credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for tax purposes. Significant components of the Company's deferred tax assets and liabilities were as follows: As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 229,264 $ 201,495 Research and development credit carryforwards 1,660 1,603 Deferred revenue 2,687 3,395 Deferred compensation 5,687 7,590 Leasing obligation 3,087 3,932 Capitalized research expense 43,476 27,147 Other 2,415 1,224 Total deferred tax assets 288,276 246,386 Total valuation allowance 263,001 214,776 Total net deferred tax assets 25,275 31,610 Joint venture investment basis difference ( 1,054 ) ( 1,321 ) Intangibles ( 20,879 ) ( 26,672 ) Right-of-use assets ( 2,738 ) ( 3,578 ) Other ( 1,902 ) ( 1,499 ) Total deferred tax assets (liabilities) ( 26,573 ) ( 33,070 ) Net deferred tax liabilities $ ( 1,298 ) $ ( 1,460 ) The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company's history of cumulative net losses incurred in the U.S. since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net domestic deferred tax assets as of December 31, 2023, 2022 and 2021. Management reevaluates the positive and negative evidence at each reporting period. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2023, 2022 and 2021 related primarily to the increase in net operating loss carryforwards in 2023, 2022 and 2021 and were as follows: Years Ended December 31, 2023 2022 2021 Valuation allowance as of beginning of the year $ 214,776 $ 164,391 $ 118,795 Increases recorded to income tax provision 48,225 50,403 51,348 Decreases recorded as a benefit to income tax provision — ( 18 ) ( 5,752 ) Valuation allowance as of end of year $ 263,001 $ 214,776 $ 164,391 As of December 31, 2023, the Company has federal net operating loss carryforwards of approximately $ 865,981 , which begin to expire in 2026 . The Company’s federal net operating losses generated for the years ended after December 31, 2017, which amounted to a total of $ 636,756 , can be carried forward indefinitely. The Company has tax effected state net operating losses of approximately $ 41,847 , which began to expire in 2024 . In addition, the Company has federal and state research and development tax credit carryforwards of $ 1,602 and $ 58 , which begin to expire in 2027 and 2035 , respectively. Utilization of the Company's net operating loss ("NOL") carryforwards and research and development ("R&D") credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 ("Section 382") as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 % over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings, combined with the purchasing shareholders' subsequent disposition of those shares, could result in a change of control as defined by Section 382. The Company conducted an analysis under Section 382 to determine if historical changes in ownership through December 31, 2021 would limit or otherwise restrict its ability to utilize its NOL and R&D credit carryforwards. As a result of this analysis, it was determined that $ 1,680 federal and $ 6,391 state net operating loss carryforwards generated through December 31, 2021 will expire unused. However, changes in ownership occurring after December 31, 2021, could affect the limitation in future years, and any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization. The Company does no t have unrecognized tax benefits related to uncertain tax positions. The Company recognizes both accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company has not recorded any interest and penalties on any unrecognized tax benefits since its inception. The tax years 2006 through 2023 remain open to examination by major taxing jurisdictions to which the Company is subject, which is primarily in the United States (U.S.), as carryforward attributes generated in prior years may still be adjusted upon examination by the Internal Revenue Service (IRS) or state tax authorities if they have or will be used in a future period. The Company files income tax returns in the U.S. federal and various state jurisdictions. There are currently no federal or state audits in progress by the IRS or any other jurisdictions for any tax years. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 16. Related-Party Transactions Teva Pharmaceuticals, Industries Ltd Teva Pharmaceuticals, Industries Ltd (“Teva”) was determined to be a related party because a member of the Company’s board of directors was the President and CFO of Teva Pharmaceuticals’ North America Commercial through June 2021. In addition, Teva was a non-significant shareholder of the Company during the year. Prior to the board member’s departure from the board of directors in June 2021, the Company recognized an immaterial amount of revenue from contracts with this client. Philips Holding USA, Inc. Philips Holding USA, Inc. (“Philips”) was determined to be a related party because a member of the Company’s board of directors was the Business Leader of Philips Population Health Management through June 2021. In addition, Philips is a non-significant shareholder of the Company. As of September 30, 2021, it was determined Philips was no longer a related party. Prior to the board member’s departure from Philips in June 2021, the Company recognized revenue of $ 1,658 , from contracts with this client. Elevance Health Inc. (formerly Anthem) Elevance Health Inc. (“Elevance”) was determined to be a related party because a member of the Company’s board of directors served as the Vice President of Elevance through February 2021. In addition, Elevance is a non-significant shareholder of the Company. As of March 31, 2021, it was determined Elevance was no longer a related party. Prior to the board member’s departure from Elevance in February 2021, the Company recognized revenue of $ 7,218 from contracts with this client. 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 December 31, 2023 and 2022, the Company held short-term deferred revenue of $ 43 and $ 355 , respectively from contracts with this client. As of December 31, 2023 and 2022, amounts due from Cleveland Clinic were $ 24 and $ 995 . During the years ended December 31, 2023, 2022 and 2021, the Company recognized revenue of $ 2,283 , $ 2,803 and $ 1,301 , respectively, from contracts with this client. 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 less than majority 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 years ended December 31, 2023 and 2022 the Company made a capital contributed of $ 3,920 and $ 1,960 , related to a portion of the phase one capital commitment. During the year ended December 31, 2023, 2022 and 2021, the Company recognized revenue of $ 1,576 , $ 1,741 and $ 1,841 from contracts with this client. As of December 31, 2023 and 2022, the Company held short and long term deferred revenue of $ 1,243 and $ 1,320 from contracts with this client. As of December 31, 2023 and 2022 amounts due from CCAW, JV LLC were $ 1,602 and $ 1,602 , respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 17. Employee Benefit Plan The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Company’s board of directors. The Company contributed a total of $ 3,639 , $ 3,363 and $ 2,698 to the plan for the years ended December 31, 2023, 2022 and 2021 , respectively. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 18. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Years Ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 679,171 ) $ ( 272,072 ) $ ( 176,782 ) Net loss attributable to non-controlling interest ( 4,007 ) ( 1,643 ) ( 448 ) Net loss attributable to American Well Corporation $ ( 675,164 ) $ ( 270,429 ) $ ( 176,334 ) Denominator: Weighted-average common shares outstanding, basic and diluted 284,256,743 274,249,749 254,068,942 Net loss per share attributable to common stockholders, $ ( 2.38 ) $ ( 0.99 ) $ ( 0.69 ) The Company’s potential dilutive securities, which include stock options, convertible preferred stock and unvested restricted 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: Years Ended December 31, 2023 2022 2021 Unvested restricted stock units 22,422,895 16,178,486 7,472,787 Unvested performance market-based stock units 26,716,306 25,602,405 — Options to purchase shares of common stock 9,989,049 11,039,551 15,893,755 59,128,250 52,820,442 23,366,542 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and 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”) (see Note 4) and National Telehealth Network (“NTN”), an entity in which American Well controls fifty percent or more of the voting shares (see Note 5). Intercompany accounts and transactions have been eliminated in consolidation. For consolidated entities where American Well owns or is exposed to less than 100 % of the economics, the net income (loss) attributable to noncontrolling interests is recorded in the 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 consolidated balance sheets. |
Use of Estimates | Use of Estimates The preparation of 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 consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. Significant estimates and assumptions reflected in these 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, the useful lives of intangible assets, capitalization of software development costs and the valuation of share 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. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. |
Foreign Currency | Foreign Currency 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 consolidated statements of operations and comprehensive loss. During the years ended December 31, 2023, 2022 and 2021 the Company’s gains (losses) from foreign currency remeasurement and settlement were $( 11 ) , $( 377 ) and $ 445 . |
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 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. |
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 December 31, 2023 one client accounted for 40 % of outstanding accounts receivable and as of December 31, 2022 two client each accounted for 18 % of outstanding accounts receivable. For the years ended December 31, 2023, 2022 and 2021, sales to one client (which was a related party during the 2021 period) represented 24 % , 23 % and 25 % of the Company’s total revenue, respectively. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments purchased with maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash As of December 31, 2023 and 2022, the Company maintained letters of credit totaling $ 795 and $ 795 , respectively, for the benefit of the landlord of its leased property and performance surety bonds. The Company has classified $ 795 and $ 795 as non-current on its consolidated balance sheet as of December 31, 2023 and 2022 , respectively. |
Investments | Investments The Company’s investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total stockholders’ equity (deficit). The Company has classified its available-for-sale investments as current assets on the consolidated balance sheet as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of interest income and other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company periodically evaluates its investments for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment through a charge to the consolidated statement of operations and other comprehensive income (loss). No such adjustments were necessary during the periods presented. As of December 31, 2023 and 2022 , there were no investments that had been in a continuous loss position for more than 12 months. |
Accounts Receivable, Net | 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 consolidated statements of operations and comprehensive loss. |
Inventories | Inventories The Company values all of its inventories, which consist primarily of raw material hardware components, at the lower of cost or net realizable value on a first-in, first-out basis (“FIFO”). Write-offs of potentially slow moving or damaged inventory are recorded through specific identification of obsolete or damaged material. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the useful life of the assets. Computer equipment is depreciated over three to four years . Computer software, furniture and fixtures and office equipment are depreciated over three years . Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Repairs and maintenance costs are expensed as incurred. When assets are sold or retired, the cost and related accumulated depreciation or amortization are removed from the accounts, with any resulting gain or loss recorded in the consolidated statements of operations and comprehensive loss. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. Transaction costs related to business combinations are expensed as incurred in general and administrative expense in the consolidated statement of operations and comprehensive loss. Determining the fair value of assets acquired and liabilities assumed, and the allocation of the purchase price requires management to use judgment and estimates with regards to the selection of valuation methodologies, especially with respect to intangible assets. Critical estimates in valuing certain identifiable assets include, but are not limited to, significant assumptions related to estimates of future revenue and cash flows, expected long-term market growth, expected revenue growth rates, future expected operating expenses, earnings before interest, taxes, depreciation and amortization margin, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could last up to one year after the transaction date, all adjustments are recorded in the consolidated statements of operations and comprehensive loss. |
Goodwill | Goodwill The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized but is tested for impairment annually on November 30 or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by the Company’s publicly quoted share price, below our net book value. Our goodwill impairment tests are performed at the enterprise level given our single reporting unit. When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. A charge is reported as impairment of goodwill in the consolidated statements of operations and comprehensive loss. In the year ended December 31, 2023 there was a full impairment of the goodwill balance. For details associated with the Company's goodwill impairment, see Note 11 - Goodwill and Intangible Assets . |
Intangible Assets | Intangible Assets Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Finite-lived intangible assets, which primarily consist of customer relationships, contractor relationships, technology and trade name, are stated at historical cost and amortized over the assets’ estimated useful lives. Intangible assets are re-evaluated whenever events or changes in circumstances indicate that their estimated useful lives may require revision and/or the carrying value of the related asset group may not be recoverable by its projected undiscounted cash flows. If the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value. During the year ended December 31, 2023 the Company concluded there was a triggering event and a recoverability test for intangible assets was performed. No impairment was identified as result of the recoverability test. For details associated with the Company's impairment recovery test, see Note 11 - Goodwill and Intangible Assets . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets, among others. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than the asset’s carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. To date, the Company has no t recorded any impairment losses on long-lived assets. No impairments were identified during the years ended December 31, 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. 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 LsLC. 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. During the year ended December 31, 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. During the years ended December 31, 2023, 2022 and 2021 the Company made a capital contribution of $ 3,920 , $ 1,960 and $ 2,548 related to a portion of the phase one capital commitment. For the years ended December 31, 2023, 2022 and 2021, the Company recognized a loss of $ 2,590, $ 2,278 and $ 3,132 as its proportionate share of the joint ventures results of operations, respectively. Accordingly, the carrying value of the equity method investment as of December 31, 2023 and 2022 was $ 1,180 and $( 150 ), respectively. As the share of losses exceeds the carrying amount of the investment, the carrying amount as of December 31, 2022 it is included in the balance of accrued expenses and other current liabilities on the consolidated balance sheet. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense in the consolidated statement of operations and comprehensive loss. For the years ended December 31, 2023, 2022 and 2021, the Company’s advertising expenses were $ 5,508 , $ 6,607 and $ 5,604 , respectively. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses include payroll, employee benefits and other expenses associated with product development. |
Internal-Use Software | Internal-Use Software The Company evaluates development costs incurred to develop functionality in connection with its internal-use software for capitalization. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Capitalized internal-use software costs are included in intangible assets on the consolidated balance sheet for the years ended December 31, 2023 and 2022 . There were no impairment charges related to capitalized software development costs during 2023 . Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three to five years . |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options, restricted stock units (“RSU’s”) and performance-based market condition share awards ("PSU's") to employees. Stock options and RSUs only have service-based vesting conditions and the Company records the expense for these awards using the straight-line method. Stock option awards and restricted stock units issued to the co-CEOs prior to the IPO or as a result of the IPO (“IPO RSUs”) were expensed when granted as the requisite future service of the awards is not substantive for accounting purposes. PSUs have multiple tranches each with certain market capitalization milestones and service-based vesting conditions and the Company records the expense for these awards over the estimated life of each tranche. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award’s recipient’s payroll costs are classified. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The restricted stock units issued to the co-CEOs as a result of the IPO had the fair value estimated using a binomial lattice approach. The Company historically had been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value of the PSUs is estimated using a Monte-Carlo valuation simulation. Similar to stock options, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. |
Deferred Contract Acquisition Costs | Deferred Contract Acquisition Costs The Company capitalizes sales commissions and certain parts of the Company bonus that are incremental to the acquisition of client contracts. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred based on its sales compensation plans if the commissions are in fact incremental and would not have occurred absent the client contract. Sales commissions are paid upon the initial acquisition of a contract and are amortized over an estimated period of benefit of five years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The Company determined the period of benefit for commissions paid for the acquisition of initial contracts by taking into consideration the commitment term of the client contract, the nature of the Company’s technology development life cycle, and an estimated client relationship period. Amortization of deferred contract acquisition costs is included in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. The Company reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred contract acquisition costs. There were no impairment losses recorded during the periods presented. |
Deferred Contract Fulfillment Costs | Deferred Contract Fulfillment Costs The Company capitalizes costs to fulfill contracts with clients in “Prepaid expenses and other current assets” and “Other assets” on its consolidated balance sheet. The Company amortizes these costs to cost of revenue in the consolidated statement of operations and comprehensive loss consistent with the revenue recognition of the performance obligations in the associated contracts. The Company assesses these costs for impairment at the end of each reporting period. There were no impairment losses recorded during the periods presented. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimating the future taxable profits. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Net Loss per Share | Net Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net losses attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends, but contractually does not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2023, 2022 and 2021 . |
Revenue Recognition | Revenue Recognition Platform subscription The Company generates revenue primarily from contracts with clients who purchase subscriptions to access the Company’s enterprise platform and software as a service which includes access to the Company’s affiliated medical group. The Company’s clients do not have the right to take possession of the Company’s software operating its digital care platform at any time. Instead, clients are granted access to the Company’s platform over the contractual period. Access to the platform, including the stand ready obligation to provide access to the affiliated medical group, represents a series of distinct services as the Company continually provides access to and fulfills its obligation to the client over the contract term. The typical contract term is three years. Most of the Company’s contracts are non-cancelable over the contractual term. Clients typically have the right to terminate their contracts for cause if the Company fails to perform in accordance with the contractual terms. For clients who purchase access to the enterprise platform and software as a service (the “Amwell Platform”), the Company hosts a dedicated instance of the Amwell Platform, white-labeled under the client’s own name, branding, and with customized workflows and operating choices. The implementation services for the Amwell Platform are not distinct within the context of the contract because the Company’s promise to perform the implementation services are not separately identifiable from the access to the Amwell Platform. The implementation services, which customize the client’s Amwell Platform, are integral to the client’s ability to derive its intended benefit from the Amwell Platform. The development and implementation services generally span several months and cannot be performed by another entity. Therefore, access to the Amwell Platform and the implementation services are bundled together and represent a single performance obligation. The fixed consideration related to the single performance obligation is generally recognized on a straight-line basis over the contract term beginning on the date access to the Amwell Platform is provided. The Company uses a time-elapsed method to measure progress because the Company transfers control evenly over the contractual period. Clients can also purchase access to the Company’s co-branded digital care practice hosted on the Company’s shared services platform (the “Amwell Practice”). The implementation services for the Amwell Practice do not significantly modify or customize the Amwell Practice, typically occur over a few days, and can be performed by other entities. Therefore, access to the Amwell Practice and the implementation services are separate outputs promised by the Company and represent two distinct performance obligations. Clients may be billed prior to the related goods or services being transferred to the client. In determining the transaction price, the Company adjusts the promised amount of consideration for a significant financing component if the timing of payments agreed to by the parties in the contract provide the client a significant benefit of financing. The Company has applied the practical expedient and recognizes the promised amount of consideration without adjusting for the effects of a significant financing component if the Company expects, at contract inception, that the period between the transfer of goods or services to the client when the client pays for that good or service will be one year or less. As of December 31, 2023, the effect of the financing component is not significant and does not materially change the amount of revenue that would be recognized under a contract. The total fixed consideration is allocated to each distinct performance obligation based on standalone selling price (“SSP”) which reflects the amount that the Company charges for each performance obligation if it was sold separately in a standalone sale. The fixed consideration to access the Amwell Practice is recognized on a straight-line basis over the contract term beginning on the date access to the Amwell Practice is provided. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. The fixed consideration related to the implementation services is recognized as the services are performed. In addition to the fixed consideration received from the Amwell Platform and Amwell Practice, the Company can also receive variable consideration based on the number of members serviced (that is, a stated fee per member per month). The Company allocates the per member per month variable consideration to the month that the fee is earned, correlating with the amount of services it is providing, which is consistent with the allocation objective of the series guidance. Revenue recognized from the per member per month variable consideration does not represent a significant portion of total revenue for the years ended December 31, 2023, 2022 and 2021. Some contracts with clients contain a renewal option which allows the client to continue access to the Amwell Platform for a stated price after the initial contractual term has ended. These renewal options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced at or above the price for the same service that the Company offers to similar clients and, as such, would not result in a separate performance obligation. Visits The Company also generates revenue when either the Amwell Platform or the Amwell Practice is utilized to conduct a medical visit. In the event of a visit, the fee that is earned upon completion of the visit is allocated to the specific day of performance, as the visit fee meets the criteria to allocate variable consideration to a distinct service within a series of distinct services that comprise the single performance obligation. Therefore, visit fees are recognized when the visits are completed, and the Company has delivered on its stand-ready obligation to provide access to the medical professional. In addition, clients can visit with the Company’s affiliated medical group without purchasing access to an Amwell Platform or Amwell Practice. These direct-to-consumer virtual care visits are available through the Company’s website where clients can conduct a visit with the Company’s affiliated medical group for a fixed fee. The Company’s affiliated medical group is responsible for fulfilling the promise to the client to perform the medical visit. The Company has discretion in establishing the price for the visit, is responsible for the resolution of any client issues, and is exposed to credit risk for the receivable due from the client. Therefore, the Company recognizes the visit fee on a gross basis upon completion of the visit. Other Other revenue primarily represents professional services associated with the Amwell Platform. After implementation of the Amwell Platform has been completed, some clients purchase other professional services, which are designed to help clients enhance their ability to use the Amwell Platform. For the majority of arrangements, the Company prices these professional services on a time and material basis, has standalone selling price for these services, and recognizes revenue as services are performed. Other revenue also includes sale of hardware products, such as the Company’s digital care carts and kiosks. Revenue from the sale of hardware products to clients is recognized upon the transfer of control, which occurs upon shipment of the product. |
Deferred Revenue | Deferred Revenue Deferred revenue includes amounts collected or billed in excess of revenue recognized. Deferred revenue is recognized as revenue as the related performance obligations are satisfied. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as a current liability and the remaining portion is recorded as a noncurrent liability on the consolidated balance sheet. |
Leases | Leases The Company determines at the inception of a contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term. The Company’s contracts may contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its secured incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. The guidance was adopted effective July 1, 2021 and impacted the accounting of acquired deferred revenue for the Conversa and SilverCloud acquisitions that occurred in August 2021. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which includes amendments to improve reportable segment disclosures. For public entities that are Securities and Exchange Commission filers, ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. The adoption is not expected to have a material effect on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes amendments to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information. For public entities that are Securities and Exchange Commission filers, ASU 2003-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption is not expected to have a material effect on the Company’s consolidated financial statements. |
Revenue and Deferred Revenue (T
Revenue and Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Years Ended December 31, 2023 2022 2021 Platform subscription $ 112,361 $ 120,919 $ 108,254 Visits 119,485 124,350 116,617 Other 27,201 31,921 27,918 Total Revenue $ 259,047 $ 277,190 $ 252,789 |
Summary of Significant Changes in the Company's Deferred Revenue | Significant changes in the Company’s deferred revenue balance for the years ended December 31, 2023, 2022 and 2021: Years Ended December 31, 2023 2022 2021 Total deferred revenue, beginning of the period $ 55,794 $ 75,896 $ 74,800 Additions 124,091 106,330 123,717 Recognized ( 127,429 ) ( 126,432 ) ( 122,621 ) Total deferred revenue, end of the period $ 52,456 $ 55,794 $ 75,896 Current deferred revenue 46,365 49,505 68,841 Non-current deferred revenue 6,091 6,289 7,055 Total $ 52,456 $ 55,794 $ 75,896 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 299,300 $ — $ — $ 299,300 Total financial assets: $ 299,300 $ — $ — $ 299,300 December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 445,856 $ — $ — $ 445,856 Total financial assets: $ 445,856 $ — $ — $ 445,856 |
Summary of Contingent Earnout Payments for Each Acquisition | Year Ended December 31, 2023 2022 Beginning Balance as of January 1 $ — $ 16,450 Accretion of contingent consideration — 793 Earned amount issued to shareholders in Class A Common Stock — ( 17,243 ) Ending Balance $ — $ — |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Changes in the Allowance for Credit Losses | Changes in the allowance for credit losses were as follows: Years Ended December 31, 2023 2022 2021 Allowance for credit losses, beginning of the period $ 1,884 $ 1,809 $ 1,556 Provisions 1,034 803 714 Write-offs ( 627 ) ( 728 ) ( 461 ) Allowance for credit losses, end of the period $ 2,291 $ 1,884 $ 1,809 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Identifiable Intangible Assets Acquired and Weighted Average Useful Lives | The following are the identifiable intangible assets acquired in the Acquisitions and their respective weighted average useful lives, as determined based on initial valuations. The estimated fair value of the Technology and Tradename was determined using a relief from royalty method and the estimated fair value of the Customer relationships was determined using the excess earnings method: SilverCloud Weighted Conversa Health Weighted Technology $ 34,996 5.0 $ 20,400 5.0 Tradename 10,800 7.0 4,200 5.0 Customer relationships 32,350 10.0 10,100 10.0 Total $ 78,146 $ 34,700 |
Schedule of Identifiable Assets Acquired and Liabilities Assumed | Identifiable assets acquired and liabilities assumed: SilverCloud Conversa Health Purchase consideration: Cash consideration, net of cash acquired $ 105,195 $ 51,331 Stock consideration 85,571 52,160 Contingent consideration 29,360 15,230 Escrow share consideration 6,376 Working capital adjustment ( 300 ) ( 127 ) Total consideration transferred $ 226,202 $ 118,594 Allocation of Consideration transferred: Accounts receivable $ 2,630 $ 3,651 Identifiable intangible assets 78,146 34,700 Other assets 491 4,604 Total assets acquired 81,267 42,955 Current liabilities 2,155 8,463 Deferred revenue 5,813 4,655 Other long-term liabilities 11,035 115 Total liabilities assumed 19,003 13,233 Goodwill $ 163,938 $ 88,872 $ 226,202 $ 118,594 |
Deferred Contract Acquisition_2
Deferred Contract Acquisition and Contract Fulfillment Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contract Acquisition Cost [Member] | |
Capitalized Contract Cost [Line Items] | |
Capitalized Contract Cost | The following table represents a rollforward of the Company’s deferred contract acquisition costs: December 31, 2023 2022 Beginning balance as of January 1 $ 4,788 $ 3,725 Additions to deferred contract acquisition costs 4,511 2,768 Amortization of deferred contract acquisition costs ( 2,266 ) ( 1,683 ) Currency translation adjustments 21 ( 22 ) Ending balance $ 7,054 $ 4,788 Deferred contract acquisition costs, current $ 2,262 $ 1,394 Deferred contract acquisition costs, noncurrent 4,792 3,394 Total $ 7,054 $ 4,788 |
Contract Fulfillment Cost [Member] | |
Capitalized Contract Cost [Line Items] | |
Capitalized Contract Cost | The following table represents a rollforward of the Company’s deferred contract fulfillment costs: December 31, 2023 2022 Beginning balance as of January 1 $ 1,281 $ 1,390 Additions to deferred contract fulfillment costs 52 511 Amortization of deferred contract fulfillment costs ( 432 ) ( 620 ) Ending balance $ 901 $ 1,281 Deferred contract fulfillment costs, current $ 309 $ 620 Deferred contract fulfillment costs, noncurrent 592 661 Total $ 901 $ 1,281 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following: As of December 31, 2023 2022 Furniture and fixtures $ 232 $ 231 Computer and office equipment 7,322 7,216 Computer software 5,125 5,041 Leasehold improvements 692 692 13,371 13,180 Less: Accumulated depreciation and amortization ( 12,799 ) ( 12,168 ) Property and equipment, net $ 572 $ 1,012 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following as of: December 31, 2023 2022 Beginning Balance as of January 1 $ 435,279 $ 442,761 Purchase accounting adjustment — ( 522 ) Goodwill Impairment ( 436,479 ) — Currency translation adjustments 1,200 ( 6,960 ) Ending Balance $ — $ 435,279 In the third quarter of 2023, the Company experienced a triggering event, due to sustained decreases in the Company's publicly quoted share price and market capitalization, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles. As such, the Company assessed the definite-lived intangible assets or other long-lived assets for impairment by performing an undiscounted cash flow analysis to establish fair value. The significant estimates used in fair value methodology, which are based on Level 3 inputs, include the Company's expectations for future operations and projected cash flows, including revenue, gross margin and operating expenses. The assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets, as they passed the recoverability test. No triggering events were identified in the fourth quarter of 2023. The Company also identified indicators of goodwill impairment for the single reporting unit which required an interim goodwill impairment assessment in each of the three quarters. 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 its 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 assessments, the Company recorded $ 436,479 non-deductible, of non-cash goodwill impairment charges for the year ended December 31, 2023. The goodwill balance as of December 31, 2023 is $ 0 . |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets consisted of the following as of: Gross Accumulated Carrying Weighted December 31, 2023 Customer relationships $ 80,558 $ ( 33,109 ) 47,449 6.5 Contractor relationships 535 ( 329 ) 206 5.0 Trade name 14,303 ( 5,389 ) 8,914 4.1 Technology 90,204 ( 45,482 ) 44,722 3.3 Internally developed software 25,210 ( 6,253 ) 18,957 2.4 $ 210,810 $ ( 90,562 ) $ 120,248 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 December 31, 2023, is as follows: 2024 $ 33,007 2025 $ 32,991 2026 $ 22,459 2027 $ 11,603 2028 $ 9,112 Thereafter 11,076 120,248 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the following: As of December 31, 2023 2022 Employee compensation and benefits $ 15,573 $ 26,192 Professional services 3,838 10,190 Provider services 7,437 8,096 Other 12,140 9,780 Total $ 38,988 $ 54,258 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock | In the year ended December 31, 2023 no shares of Class B common stock were converted to Class A common stock. As of December 31, 2023 the par value of the Class A, Class B and Class C shares was $ 2,548 , $ 275 and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 255,542,545 255,542,545 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 288,488,497 288,488,497 |
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 ( 757,743 ) $ 5.44 Expired ( 6,160 ) $ 1.77 Exercised ( 286,599 ) $ 1.99 Outstanding as of December 31, 2023 9,989,049 $ 5.09 4.6 $ — Vested and expected to vest as of December 31, 2023 9,978,545 $ 5.09 4.6 $ — Options exercisable as of December 31, 2023 9,906,925 $ 5.08 4.6 $ — |
Summary of Unvested Restricted Stock Unit Activity | The following table summarizes the unvested restricted stock unit activity for the year ended December 31, 2023: Shares Weighted Average Unvested as of January 1, 2023 19,316,459 $ 10.78 Granted 15,980,943 2.47 Vested ( 8,956,584 ) 7.16 Forfeited ( 3,917,923 ) 4.22 Unvested as of December 31, 2023 22,422,895 $ 7.45 |
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 ( 394,387 ) 2.41 Unvested as of December 31, 2023 26,716,306 $ 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 year ended December 31, 2023 and December 31, 2022 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Years Ended December 31, 2023 2022 2021 Risk-free rate 4.61 % 2.34 % N/A Term to end of performance period (yrs) 3 years 3 years N/A Weighted average valuation date stock price $ 2.76 $ 3.50 N/A Expected volatility 70 % 75 % N/A Expected dividend yield 0 % 0 % N/A |
Stock-Based Compensation Expense | Stock-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2023 2022 2021 Cost of revenues $ 1,681 $ 1,605 $ 1,655 Research and development 10,348 10,236 7,613 Selling and marketing 8,613 7,182 7,666 General and administrative 51,398 50,121 26,875 Total $ 72,040 $ 69,144 $ 43,809 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Cost | Years Ended December 31, 2023 2022 2021 The components of lease cost under ASC 842 were Operating lease cost $ 3,495 $ 3,694 $ 5,617 Short-term lease cost — — — Variable lease cost — — — Total lease cost $ 3,495 $ 3,694 $ 5,617 Years Ended December 31, 2023 2022 2021 Supplemental cash flow information: Cash paid for amounts included in measurement Operating cash flows from operating leases $ 3,527 $ 2,672 $ 6,352 Non-cash lease activity: Right-of-use lease assets obtained in exchange for Operating leases $ 0 $ 851 $ 15,506 As of December 31, 2023 2022 Supplemental balance sheet information related to Operating leases Operating lease right-of-use assets $ 10,453 $ 13,509 Total operating right-of-use lease assets $ 10,453 $ 13,509 Operating lease liabilities, current 3,580 3,057 Operating lease liabilities, net of current portion 8,206 11,787 Total operating lease liabilities $ 11,786 $ 14,844 Weighted-average remaining lease term (in years) 3.2 years 4.1 years Weighted-average discount rate 1.2 % 1.3 % |
Summary of Minimum Future Lease Payments for These Operating Leases | As of December 31, 2023, minimum future lease payments for these operating leases were as follows: Years ending December 31, 2024 $ 3,698 2025 3,766 2026 3,649 2027 893 2028 — Thereafter — Total lease payments $ 12,006 Less imputed interest ( 220 ) Total present value of lease liabilities $ 11,786 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Current and Deferred Portions of Provision for Income Taxes | The components of our current and deferred portions of the provision for income taxes are presented in the table below: Years Ended December 31, 2023 2022 2021 Current income tax (provision) benefit: Federal $ ( 237 ) $ — $ — State ( 167 ) ( 22 ) ( 41 ) Foreign ( 3,614 ) ( 3,256 ) ( 828 ) Total Current $ ( 4,018 ) $ ( 3,278 ) $ ( 869 ) Deferred income tax (provision) benefit: Federal $ — $ — $ 5,730 State — — ( 1 ) Foreign 158 3,214 516 Total Deferred $ 158 $ 3,214 $ 6,245 Total (provision) benefit for income taxes $ ( 3,860 ) $ ( 64 ) $ 5,376 |
Summary of Reconciliation of Federal Statutory Rate and Provision for Income Taxes | The following reconciles the differences between income taxes computed at the federal statutory rate and the provision for income taxes: Years Ended December 31, 2023 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.1 3.7 4.5 Valuation allowance ( 7.1 ) ( 18.5 ) ( 24.5 ) Stock-based compensation ( 1.3 ) ( 5.1 ) 1.9 Permanent differences ( 14.0 ) ( 0.7 ) — Other ( 0.3 ) ( 0.4 ) 0.1 Effective income tax rate ( 0.6 )% — % 3.0 % |
Summary of Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company's deferred tax assets and liabilities were as follows: As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 229,264 $ 201,495 Research and development credit carryforwards 1,660 1,603 Deferred revenue 2,687 3,395 Deferred compensation 5,687 7,590 Leasing obligation 3,087 3,932 Capitalized research expense 43,476 27,147 Other 2,415 1,224 Total deferred tax assets 288,276 246,386 Total valuation allowance 263,001 214,776 Total net deferred tax assets 25,275 31,610 Joint venture investment basis difference ( 1,054 ) ( 1,321 ) Intangibles ( 20,879 ) ( 26,672 ) Right-of-use assets ( 2,738 ) ( 3,578 ) Other ( 1,902 ) ( 1,499 ) Total deferred tax assets (liabilities) ( 26,573 ) ( 33,070 ) Net deferred tax liabilities $ ( 1,298 ) $ ( 1,460 ) |
Summary of Changes in Valuation Allowance for Deferred Tax Assets | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2023, 2022 and 2021 related primarily to the increase in net operating loss carryforwards in 2023, 2022 and 2021 and were as follows: Years Ended December 31, 2023 2022 2021 Valuation allowance as of beginning of the year $ 214,776 $ 164,391 $ 118,795 Increases recorded to income tax provision 48,225 50,403 51,348 Decreases recorded as a benefit to income tax provision — ( 18 ) ( 5,752 ) Valuation allowance as of end of year $ 263,001 $ 214,776 $ 164,391 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Years Ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 679,171 ) $ ( 272,072 ) $ ( 176,782 ) Net loss attributable to non-controlling interest ( 4,007 ) ( 1,643 ) ( 448 ) Net loss attributable to American Well Corporation $ ( 675,164 ) $ ( 270,429 ) $ ( 176,334 ) Denominator: Weighted-average common shares outstanding, basic and diluted 284,256,743 274,249,749 254,068,942 Net loss per share attributable to common stockholders, $ ( 2.38 ) $ ( 0.99 ) $ ( 0.69 ) |
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: Years Ended December 31, 2023 2022 2021 Unvested restricted stock units 22,422,895 16,178,486 7,472,787 Unvested performance market-based stock units 26,716,306 25,602,405 — Options to purchase shares of common stock 9,989,049 11,039,551 15,893,755 59,128,250 52,820,442 23,366,542 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 27, 2021 | Aug. 09, 2021 | Sep. 21, 2020 | Dec. 31, 2023 | Dec. 31, 2022 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Proceeds from private placement | $ 100,000 | ||||
Accumulated deficit | $ 1,757,778 | $ 1,082,028 | |||
Initial Public Offering [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Proceeds from issuance of common stock | $ 822,267 | ||||
Conversa Health Inc. [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effective date of acquisition | Aug. 09, 2021 | ||||
Silver Cloud Health Holdings, Inc. [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Effective date of acquisition | Aug. 27, 2021 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Gain (losses) from foreign currency remeasurement and settlement | $ (11,000) | $ (377,000) | $ 445,000 | |
Number of reportable segment | Segment | 1 | |||
Number of operating segment | Segment | 1 | |||
Letter of credit, Total | $ 795,000 | 795,000 | ||
Restricted cash, noncurrent | 795,000 | 795,000 | ||
Investments in a continuous unrealized loss position for more than twelve months | 0 | 0 | ||
Impairment of intangible assets | 0 | |||
Impairment of long-lived assets | 0 | |||
Impairment charges | 0 | 0 | ||
Payment to acquire interest in joint venture | 3,920,000 | 1,960,000 | 2,548,000 | |
Share of loss in operations of joint venture | 2,590,000 | 2,278,000 | 3,132,000 | |
Advertising expenses | 5,508,000 | 6,607,000 | 5,604,000 | |
Impairment losses | 0 | |||
Impairment charges related to capitalized software development costs | $ 0 | |||
Percentage of uncertain income taxes to be realized for recognizing in the income statement | 50% | |||
Accounting Standards Update 2021-08 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jul. 01, 2021 | |||
Variable Interest Entity, Primary Beneficiary [Member] | CCACV JV LLC [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Payment to acquire interest in joint venture | $ 2,940,000 | |||
Percentage of ownership interest in joint venture | 49% | |||
Estimated additional total capital contributions necessary | $ 11,800,000 | |||
Additional capital contribution related to portion of phase one capital commitment | $ 3,920,000 | 1,960,000 | 2,548,000 | |
Share of loss in operations of joint venture | 2,590,000 | 2,278,000 | $ 3,132,000 | |
Equity method investment carrying value | $ 1,180,000 | $ (150,000) | ||
Computer Software [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful life | 3 years | |||
Furniture and Fixtures [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful life | 3 years | |||
Office Equipment [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful life | 3 years | |||
Software Development Costs [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful life | 3 years | |||
Customer Concentration Risk | Accounts Receivable [Member] | Related Party Client One [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of net total revenue | 40% | 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% | 23% | 25% | |
Minimum [Member] | Software Development [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 3 years | |||
Minimum [Member] | Computer Equipment [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful life | 3 years | |||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of economic or ownership interest in consolidated entities | 100% | |||
Maximum [Member] | Software Development [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Maximum [Member] | Computer Equipment [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful life | 4 years |
Revenue and Deferred Revenue -
Revenue and Deferred Revenue - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 259,047 | $ 277,190 | $ 252,789 |
Platform Subscription [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 112,361 | 120,919 | 108,254 |
Visits [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 119,485 | 124,350 | 116,617 |
Others [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 27,201 | $ 31,921 | $ 27,918 |
Revenue and Deferred Revenue _2
Revenue and Deferred Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue From Contract With Customer Line Items [Line Items] | |||
Contract liability revenue recognized | $ 40,595 | $ 56,595 | $ 56,473 |
Transaction price allocated to remaining performance obligations | $ 217,736 | 166,855 | |
Performance obligation percentage of transaction price to recognized in the next twelve months | 49% | ||
Accounts Receivable [Member] | |||
Revenue From Contract With Customer Line Items [Line Items] | |||
Unbilled accounts receivable | $ 5,500 | $ 3,566 |
Revenue and Deferred Revenue _3
Revenue and Deferred Revenue - Summary of Contract with Customer Asset and Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Total deferred revenue, beginning of the period | $ 55,794 | $ 75,896 | $ 74,800 |
Additions | 124,091 | 106,330 | 123,717 |
Recognized | (127,429) | (126,432) | (122,621) |
Total deferred revenue, end of the period | 52,456 | 55,794 | 75,896 |
Current deferred revenue | 46,365 | 49,505 | 68,841 |
Non-current deferred revenue | 6,091 | 6,289 | 7,055 |
Total | $ 52,456 | $ 55,794 | $ 75,896 |
Revenue and Deferred Revenue _4
Revenue and Deferred Revenue - Additional Information (Detail1) | Dec. 31, 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: 2024-01-01 | ||
Revenue From Contract With Customer Line Items [Line Items] | ||
Revenue remaining performance obligation expected timing of satisfaction | 3 years |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 589,705 | $ 1,217,557 | |
Total liabilities | 109,519 | 133,706 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 33,842 | 31,189 | |
Total liabilities | 1,803 | 1,648 | |
Total revenue | $ 72,349 | $ 74,389 | $ 72,125 |
National Telehealth Network - A
National Telehealth Network - Additional Information (Detail) - NTN [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Loss attributed to non-controlling interest | $ 4,007 | $ 1,643 | $ 448 | |
Noncontrolling Interest [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Non controlling interest carrying value | $ 15,967 | $ 19,974 | $ 21,617 | |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 299,300 | $ 445,856 |
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 299,300 | 445,856 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 299,300 | 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 | $ 299,300 | $ 445,856 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfer from level one to level two fair value assets | $ 0 | $ 0 |
Transfer from level one to level three fair value assets | 0 | 0 |
Transfer from level two to level one fair value assets | 0 | 0 |
Transfer from level three to level one fair value assets | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Contingent Earnout Payments for Each Acquisition (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition Contingent Consideration [Line Items] | |
Beginning Balance as of January 1 | $ 16,450 |
Accretion of contingent consideration | 793 |
Common Class A [Member] | |
Business Acquisition Contingent Consideration [Line Items] | |
Earned amount due to shareholders | $ (17,243) |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Changes in the Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Allowance for credit losses, beginning of the period | $ 1,884 | $ 1,809 | $ 1,556 |
Provisions | 1,034 | 803 | 714 |
Write-offs | (627) | (728) | (461) |
Allowance for credit losses, end of the period | $ 2,291 | $ 1,884 | $ 1,809 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 11, 2022 | Aug. 27, 2021 | Aug. 09, 2021 | Jan. 31, 2022 | Aug. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Earn-out contingent consideration | $ 16,450 | ||||||||
Aggregate merger consideration, stock value | $ 144,107 | ||||||||
Silver Cloud Health Holdings, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Effective date of acquisition | Aug. 27, 2021 | ||||||||
Cash consideration paid | $ 105,195 | ||||||||
Cash acquired from acquisition | 12,239 | ||||||||
Aggregate merger consideration, escrow share consideration | 6,376 | ||||||||
Aggregate merger consideration, shares | 8,100,000 | 5,000,000 | |||||||
Earn-out contingent consideration | 40,000 | ||||||||
Fair value of contingent consideration of acquisition date | 29,360 | ||||||||
Acquisition related costs | $ 4,854 | ||||||||
Increase or decrease in goodwill of tax attributes of the business combinations | $ 2,825 | $ (522) | |||||||
Decrease in goodwill on finalization of net working capital adjustment | $ 9 | ||||||||
Silver Cloud Health Holdings, Inc. [Member] | Common Class A [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate merger consideration, shares | 4,959,856 | 8,100,000 | |||||||
Aggregate merger consideration, stock value | $ 85,571 | ||||||||
Conversa Health Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Effective date of acquisition | Aug. 09, 2021 | ||||||||
Cash consideration paid | $ 51,331 | ||||||||
Cash acquired from acquisition | 9,735 | ||||||||
Aggregate merger consideration, shares | 4,700,000 | 1,000,000 | |||||||
Earn-out contingent consideration | 30,000 | ||||||||
Fair value of contingent consideration of acquisition date | 15,230 | ||||||||
Integration milestone payments | $ 15,000 | ||||||||
Acquisition related costs | 2,435 | ||||||||
Increase or decrease in goodwill of tax attributes of the business combinations | (1,268) | ||||||||
Decrease in goodwill on finalization of net working capital adjustment | $ 66 | ||||||||
Conversa Health Inc. [Member] | Common Class A [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate merger consideration, shares | 4,700,000 | 1,020,964 | |||||||
Aggregate merger consideration, stock value | $ 52,160 |
Business Combinations - Summary
Business Combinations - Summary of Identifiable Intangible Assets Acquired and Weighted Average Useful Lives (Detail) - USD ($) $ in Thousands | Aug. 27, 2021 | Aug. 09, 2021 |
Silver Cloud Health Holdings, Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 78,146 | |
Silver Cloud Health Holdings, Inc. [Member] | Customer relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 32,350 | |
Weighted Average Life (Years) | 10 years | |
Silver Cloud Health Holdings, Inc. [Member] | Trade name [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 10,800 | |
Weighted Average Life (Years) | 7 years | |
Silver Cloud Health Holdings, Inc. [Member] | Technology [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 34,996 | |
Weighted Average Life (Years) | 5 years | |
Conversa Health Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 34,700 | |
Conversa Health Inc. [Member] | Customer relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 10,100 | |
Weighted Average Life (Years) | 10 years | |
Conversa Health Inc. [Member] | Trade name [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 4,200 | |
Weighted Average Life (Years) | 5 years | |
Conversa Health Inc. [Member] | Technology [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 20,400 | |
Weighted Average Life (Years) | 5 years |
Business Combinations - Schedul
Business Combinations - Schedule of Identifiable Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Aug. 27, 2021 | Aug. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Allocation of Consideration transferred: | |||||
Goodwill | $ 0 | $ 435,279 | $ 442,761 | ||
Silver Cloud Health Holdings, Inc. [Member] | |||||
Purchase consideration: | |||||
Cash consideration paid | $ 105,195 | ||||
Stock consideration | 85,571 | ||||
Contingent consideration | 29,360 | ||||
Escrow share consideration | 6,376 | ||||
Working capital adjustment | (300) | ||||
Total consideration transferred | 226,202 | ||||
Allocation of Consideration transferred: | |||||
Accounts receivable | 2,630 | ||||
Identifiable intangible assets | 78,146 | ||||
Other assets | 491 | ||||
Total assets acquired | 81,267 | ||||
Current liabilities | 2,155 | ||||
Deferred revenue | 5,813 | ||||
Other long-term liabilities | 11,035 | ||||
Total liabilities assumed | 19,003 | ||||
Goodwill | 163,938 | ||||
Total purchase consideration | $ 226,202 | ||||
Conversa Health Inc. [Member] | |||||
Purchase consideration: | |||||
Cash consideration paid | $ 51,331 | ||||
Stock consideration | 52,160 | ||||
Contingent consideration | 15,230 | ||||
Working capital adjustment | (127) | ||||
Total consideration transferred | 118,594 | ||||
Allocation of Consideration transferred: | |||||
Accounts receivable | 3,651 | ||||
Identifiable intangible assets | 34,700 | ||||
Other assets | 4,604 | ||||
Total assets acquired | 42,955 | ||||
Current liabilities | 8,463 | ||||
Deferred revenue | 4,655 | ||||
Other long-term liabilities | 115 | ||||
Total liabilities assumed | 13,233 | ||||
Goodwill | 88,872 | ||||
Total purchase consideration | $ 118,594 |
Deferred Contract Acquisition_3
Deferred Contract Acquisition and Contract Fulfillment Costs - Summary of Capitalized Contract Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract Acquisition Cost [Member] | |||
Capitalized Contract Cost [Line Items] | |||
Beginning balance | $ 4,788 | $ 3,725 | |
Additions to deferred contract acquisition costs | 4,511 | 2,768 | |
Amortization of deferred contract acquisition costs | (2,266) | (1,683) | $ (1,971) |
Currency translation adjustments | 21 | (22) | |
Ending balance | 7,054 | 4,788 | 3,725 |
Deferred contract acquisition costs, current | 2,262 | 1,394 | |
Deferred contract acquisition costs, noncurrent | 4,792 | 3,394 | |
Deferred contract acquisition and fulfillment costs | 7,054 | 4,788 | 3,725 |
Contract Fulfillment Cost [Member] | |||
Capitalized Contract Cost [Line Items] | |||
Beginning balance | 1,281 | 1,390 | |
Additions to deferred contract acquisition costs | 52 | 511 | |
Amortization of deferred contract acquisition costs | (432) | (620) | (737) |
Ending balance | 901 | 1,281 | 1,390 |
Deferred contract acquisition costs, current | 309 | 620 | |
Deferred contract acquisition costs, noncurrent | 592 | 661 | |
Deferred contract acquisition and fulfillment costs | $ 901 | $ 1,281 | $ 1,390 |
Deferred Contract Acquisition_4
Deferred Contract Acquisition and Contract Fulfillment Costs - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract Acquisition Cost [Member] | |||
Capitalized Contract Cost [Line Items] | |||
Amortization expense related to deferred costs | $ 2,266 | $ 1,683 | $ 1,971 |
Contract Fulfillment Cost [Member] | |||
Capitalized Contract Cost [Line Items] | |||
Amortization expense related to deferred costs | $ 432 | $ 620 | $ 737 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 13,371 | $ 13,180 |
Less: Accumulated depreciation and amortization | (12,799) | (12,168) |
Property and equipment, net | 572 | 1,012 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 232 | 231 |
Computer and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 7,322 | 7,216 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 5,125 | 5,041 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 692 | $ 692 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 31,512 | $ 26,167 | $ 16,089 |
Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 631 | 1,515 | $ 2,160 |
Disposition of depreciated assets gross value | $ 1,139 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance as of January 1 | $ 435,279 | $ 442,761 |
Purchase accounting adjustment | (522) | |
Goodwill impairment | (436,479) | |
Currency translation adjustments | 1,200 | (6,960) |
Ending Balance | $ 0 | $ 435,279 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 30,861 | $ 24,638 | $ 13,929 |
Assumption in fair value of calculation percentage | 30% | ||
Goodwill Impairment | $ 436,479 | ||
Capitalized cost related to internally developed software | 15,056 | ||
Goodwill | $ 0 | $ 435,279 | $ 442,761 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of finite lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 210,810 | $ 194,132 |
Accumulated Amortization | (90,562) | (59,152) |
Carrying Value | 120,248 | 134,980 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 80,558 | 80,168 |
Accumulated Amortization | (33,109) | (24,919) |
Carrying Value | $ 47,449 | $ 55,249 |
Weighted Average Remaining Life | 6 years 6 months | 7 years 4 months 24 days |
Contractor relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 535 | $ 535 |
Accumulated Amortization | (329) | (288) |
Carrying Value | $ 206 | $ 247 |
Weighted Average Remaining Life | 5 years | 6 years |
Trade name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 14,303 | $ 14,012 |
Accumulated Amortization | (5,389) | (3,050) |
Carrying Value | $ 8,914 | $ 10,962 |
Weighted Average Remaining Life | 4 years 1 month 6 days | 5 years |
Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 90,204 | $ 89,262 |
Accumulated Amortization | (45,482) | (30,895) |
Carrying Value | $ 44,722 | $ 58,367 |
Weighted Average Remaining Life | 3 years 3 months 18 days | 4 years 2 months 12 days |
Internally developed software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 25,210 | $ 10,155 |
Accumulated Amortization | (6,253) | |
Carrying Value | $ 18,957 | $ 10,155 |
Weighted Average Remaining Life | 2 years 4 months 24 days | 3 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite Lived Intangible Assets Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 33,007 | |
2025 | 32,991 | |
2026 | 22,459 | |
2027 | 11,603 | |
2028 | 9,112 | |
Thereafter | 11,076 | |
Carrying Value | $ 120,248 | $ 134,980 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 15,573 | $ 26,192 |
Professional services | 3,838 | 10,190 |
Provider services | 7,437 | 8,096 |
Other | 12,140 | 9,780 |
Total | $ 38,988 | $ 54,258 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 11, 2022 shares | Aug. 27, 2021 shares | Aug. 09, 2021 shares | Aug. 31, 2021 $ / shares shares | Mar. 31, 2022 shares | Dec. 31, 2023 USD ($) Tranche $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2020 $ / 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 | ||||||
Dividends Declared | $ | $ 0 | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Common stock authorized | 1,300,000,000 | ||||||||
Common stock reserve for issuance | 74,506,099 | 68,617,245 | |||||||
Exercise of common stock options | $ | $ 569,000 | $ 5,666,000 | $ 20,880,000 | ||||||
Common Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Exercise of common stock options | $ | 3,000 | 27,000 | 66,000 | ||||||
Restricted Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Fair value of RSU's granted | $ | 39,419,000 | 63,987,000 | 152,550,000 | ||||||
Aggregate intrinsic value of restricted stock units vested | $ | $ 18,773,000 | $ 22,218,000 | $ 90,726,000 | ||||||
Performance-based Market Condition Share Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share price | $ / shares | $ 2.76 | $ 3.5 | |||||||
Expected volatility | 70% | 75% | |||||||
Fair value of RSU's granted | $ | $ 5,805,000 | $ 63,157,000 | |||||||
Number of Unvested shares | 26,716,306 | 25,602,405 | |||||||
Performance period | 3 years | ||||||||
Shares, granted | 2,654,598 | 0 | |||||||
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 | ||||||||
Number of Unvested shares | 1,146,310 | ||||||||
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 | ||||||||
2020 Equity Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option vesting period | 4 years | ||||||||
Stock option expiration period | 10 years | ||||||||
Shares available for grant | 8,454,180 | ||||||||
Aggregate intrinsic value of stock options exercised | $ | $ 206,000 | $ 5,167,000 | $ 106,407,000 | ||||||
Stock options, granted | 0 | 0 | 0 | ||||||
Exercise of common stock options | $ | $ 569,000 | $ 5,740,000 | $ 20,806,000 | ||||||
2020 Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, discount from market price, purchase date | 85% | ||||||||
Shares, issued under ESPP | 1,224,312 | 703,148 | 178,021 | ||||||
Shares available for issuance | 6,923,669 | ||||||||
Equity Award Plan [Member] | Common Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation | $ | $ 65,125,000 | ||||||||
Weighted-average period | 2 years 2 months 12 days | ||||||||
Conversa [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Aggregate merger consideration, shares | 4,700,000 | 1,000,000 | |||||||
Common stock fair value per share | $ / shares | $ 11.20 | $ 4.21 | |||||||
Silver Cloud Health Holdings, Inc. [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Aggregate merger consideration, shares | 8,100,000 | 5,000,000 | |||||||
Common stock fair value per share | $ / shares | $ 10.51 | $ 2.61 | |||||||
Common Class A [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common stock authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||
Common stock, voting rights | one | ||||||||
Common stock per share | $ / shares | $ 2,548 | ||||||||
Common Class A [Member] | Conversa [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Aggregate merger consideration, shares | 4,700,000 | 1,020,964 | |||||||
Common Class A [Member] | Silver Cloud Health Holdings, Inc. [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Aggregate merger consideration, shares | 4,959,856 | 8,100,000 | |||||||
Common Class A [Member] | SilverCloud Bonus Escrow [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares related to early settlement of bonus escrow | 600,000 | ||||||||
Common Class C [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common stock, voting rights | one | ||||||||
Common stock per share | $ / shares | $ 56 | ||||||||
Common Class B [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock, voting rights | (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C common stock and any other preferred stock entitled to vote under the certificate of incorporation at such time (resulting in the Class B common stock collectively holding 51% of the total outstanding voting power) | ||||||||
Number of shares converted | 0 | ||||||||
Common stock per share | $ / shares | $ 275 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock (Detail) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2020 |
Class of Stock [Line Items] | |||
Shares Authorized | 1,300,000,000 | ||
Shares Issued | 288,488,497 | ||
Shares Outstanding | 288,488,497 | ||
Class A [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Shares Issued | 255,542,545 | 244,193,727 | |
Shares Outstanding | 255,542,545 | 244,193,727 | |
Class B [Member] | |||
Class of Stock [Line Items] | |||
Shares Authorized | 100,000,000 | 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 | 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] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, beginning of period | 11,039,551 | |
Number of Shares, Forfeited | (757,743) | |
Number of Shares, Expired | (6,160) | |
Number of Shares, Exercised | (286,599) | |
Number of Shares, Outstanding, end of period | 9,989,049 | 11,039,551 |
Number of Shares, Vested and expected to vest | 9,978,545 | |
Number of Shares, Options exercisable | 9,906,925 | |
Number of Shares, Outstanding, Weighted Average Exercise Price, beginning of period | $ 5.23 | |
Number of Shares, Forfeited, Weighted Average Exercise Price | 5.44 | |
Number of Shares, Expired, Weighted Average Exercise Price | 1.77 | |
Number of Shares, Exercised, Weighted Average Exercise Price | 1.99 | |
Number of Shares, Outstanding, Weighted Average Exercise Price, end of period | 5.09 | $ 5.23 |
Number of Shares,Vested and expected to vest, Weighted Average Exercise Price, end of period | 5.09 | |
Number of Shares, Options exercisable, Weighted Average Exercise Price, end of period | $ 5.08 | |
Number of Shares, Outstanding, Weighted Average Remaining Contractual Term (years) | 4 years 7 months 6 days | 5 years 6 months |
Number of Shares, Vested and expected to vest, Weighted Average Remaining Contractual Term (years) | 4 years 7 months 6 days | |
Number of Shares, Options exercisable, Weighted Average Remaining Contractual Term (years) | 4 years 7 months 6 days | |
Number of Shares, Outstanding, Aggregate Intrinsic Value | $ 996 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Unvested Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class of Stock [Line Items] | |
Unvested as of January 1, 2023 | shares | 19,316,459 |
Shares, Granted | shares | 15,980,943 |
Shares, Vested | shares | (8,956,584) |
Shares, Forfeited | shares | (3,917,923) |
Unvested as of December 31, 2023 | shares | 22,422,895 |
Weighted Average Grant Date Fair Value, Unvested as of January 1, 2023 | $ / shares | $ 10.78 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.47 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 7.16 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 4.22 |
Weighted Average Grant Date Fair Value, Unvested as of December 31, 2023 | $ / shares | $ 7.45 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Performance-based Market Condition Share Awards (Detail) - Performance-based Market Condition Share Awards [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Unvested as of January 1, 2023 | 25,602,405 | |
Shares, Granted | 2,654,598 | 0 |
Shares, Vested | (1,146,310) | |
Shares, Cancelled/Forfeited | (394,387) | |
Unvested as of December 31, 2023 | 26,716,306 | |
Weighted Average Grant Date Fair Value, Unvested as of January 1, 2023 | $ 2.3 | |
Weighted Average Grant Date Fair Value, Granted | 2.19 | |
Weighted Average Grant Date Fair Value, Vested | 2.12 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | 2.41 | |
Weighted Average Grant Date Fair Value, Unvested as of December 31, 2023 | $ 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] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free rate | 4.61% | 2.34% |
Term to end of performance period (yrs) | 3 years | 3 years |
Weighted average valuation date stock price | $ 2.76 | $ 3.5 |
Expected volatility | 70% | 75% |
Expected dividend yield | 0% | 0% |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | $ 72,040 | $ 69,144 | $ 43,809 |
Cost of revenues [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | 1,681 | 1,605 | 1,655 |
Research and development [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | 10,348 | 10,236 | 7,613 |
Selling and marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | 8,613 | 7,182 | 7,666 |
General and administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expenses | $ 51,398 | $ 50,121 | $ 26,875 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 | |
Lessee Lease Description [Line Items] | ||
Operating Leases, Rent Expense | $ 4,292 | |
Pending Litigation [Member] | ||
Lessee Lease Description [Line Items] | ||
Pending Claims Number | 0 | 0 |
Indemnification Agreement [Member] | ||
Lessee Lease Description [Line Items] | ||
New Claims Filed, Number | 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
The components of lease cost under ASC 842 were as follows: | |||
Operating lease cost | $ 3,495 | $ 3,694 | $ 5,617 |
Total lease cost | 3,495 | 3,694 | 5,617 |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash flows from operating leases | 3,527 | 2,672 | 6,352 |
Right-of-use lease assets obtained in exchange for new operating lease liability: | |||
Operating leases | 0 | 851 | $ 15,506 |
Operating leases | |||
Operating lease right-of-use assets | 10,453 | 13,509 | |
Operating lease liability, current | 3,580 | 3,057 | |
Operating lease liability, net of current portion | 8,206 | 11,787 | |
Total operating lease liabilities | $ 11,786 | $ 14,844 | |
Weighted-average remaining lease term (in years) | 3 years 2 months 12 days | 4 years 1 month 6 days | |
Weighted-average discount rate | 1.20% | 1.30% |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Minimum Future Lease Payments for These Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Years ending December 31, | ||
2024 | $ 3,698 | |
2025 | 3,766 | |
2026 | 3,649 | |
2027 | 893 | |
Total lease payments | 12,006 | |
Less imputed interest | (220) | |
Total present value of lease liabilities | $ 11,786 | $ 14,844 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Income tax (expense) benefit | $ (3,860,000) | $ (64,000) | $ 5,376,000 |
Percentage of change in ownership | 50% | ||
Unrecognized tax benefits related to uncertain tax positions | $ 0 | $ 0 | |
Federal Income Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 865,981,000 | 1,680,000 | |
Operating loss carryforwards, expiration year | 2026 | ||
Operating loss carryforwards indefinitely | $ 636,756,000 | ||
Federal Income Tax Authority [Member] | Research and Development [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards, amount | $ 1,602,000 | ||
Tax credit carryforwards, expiration year | 2027 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 41,847,000 | $ 6,391,000 | |
Operating loss carryforwards, expiration year | 2024 | ||
State and Local Jurisdiction [Member] | Research and Development [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards, amount | $ 58,000 | ||
Tax credit carryforwards, expiration year | 2035 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Current and Deferred Portions of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax (provision) benefit: | |||
Federal | $ (237) | ||
State | (167) | $ (22) | $ (41) |
Foreign | (3,614) | (3,256) | (828) |
Total Current | (4,018) | (3,278) | (869) |
Deferred income tax (provision) benefit: | |||
Federal | 5,730 | ||
State | (1) | ||
Foreign | 158 | 3,214 | 516 |
Total Deferred | 158 | 3,214 | 6,245 |
Total (provision) benefit for income taxes | $ (3,860) | $ (64) | $ 5,376 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Federal Statutory Rate and Provision for Income Taxes (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 1.10% | 3.70% | 4.50% |
Valuation allowance | (7.10%) | (18.50%) | (24.50%) |
Stock-based compensation | (1.30%) | (5.10%) | 1.90% |
Permanent differences | (14.00%) | (0.70%) | |
Other | (0.30%) | (0.40%) | 0.10% |
Effective income tax rate | (0.60%) | 3% |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 229,264 | $ 201,495 | ||
Research and development credit carryforwards | 1,660 | 1,603 | ||
Deferred revenue | 2,687 | 3,395 | ||
Deferred compensation | 5,687 | 7,590 | ||
Leasing obligation | 3,087 | 3,932 | ||
Capitalized research expense | 43,476 | 27,147 | ||
Other | 2,415 | 1,224 | ||
Total deferred tax assets | 288,276 | 246,386 | ||
Total valuation allowance | 263,001 | 214,776 | $ 164,391 | $ 118,795 |
Total net deferred tax assets | 25,275 | 31,610 | ||
Deferred tax liabilities: | ||||
Joint venture investment basis difference | (1,054) | (1,321) | ||
Intangibles | (20,879) | (26,672) | ||
Right-of-use assets | (2,738) | (3,578) | ||
Other | (1,902) | (1,499) | ||
Total deferred tax assets (liabilities) | (26,573) | (33,070) | ||
Net deferred tax liabilities | $ (1,298) | $ (1,460) |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Valuation Allowance for Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Abstract] | |||
Valuation allowance as of beginning of the year | $ 214,776 | $ 164,391 | $ 118,795 |
Increases recorded to income tax provision | 48,225 | 50,403 | 51,348 |
Decreases recorded as a benefit to income tax provision | (18) | (5,752) | |
Valuation allowance as of end of year | $ 263,001 | $ 214,776 | $ 164,391 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Short-term deferred revenue | $ 46,365 | $ 49,505 | $ 68,841 | |||
Deferred revenue | 52,456 | 55,794 | 75,896 | $ 74,800 | ||
Revenues recognized from related party | (127,429) | (126,432) | (122,621) | |||
Payment to acquire interest in joint venture | 3,920 | 1,960 | 2,548 | |||
CCAW JV LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deferred revenue | 1,243 | 1,320 | ||||
Revenues recognized from related party | 1,576 | 1,741 | 1,841 | |||
Payment to acquire interest in joint venture | 3,920 | 1,960 | $ 2,940 | |||
Equity method investment, ownership percentage | 50% | |||||
Cleveland Clinic [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Short-term deferred revenue | 43 | 355 | ||||
Revenues recognized from related party | 2,283 | 2,803 | $ 1,301 | |||
Philips Holding USA Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenues recognized from related party | $ 1,658 | |||||
Elevance Health Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenues recognized from related party | $ 7,218 | |||||
Related Party [Member] | CCAW JV LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | 1,602 | 1,602 | ||||
Related Party [Member] | Cleveland Clinic [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | $ 24 | $ 995 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Annual contributions per employee, amount | $ 3,639 | $ 3,363 | $ 2,698 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (679,171) | $ (272,072) | $ (176,782) |
Net loss attributable to non-controlling interest | (4,007) | (1,643) | (448) |
Net loss attributable to American Well Corporation | $ (675,164) | $ (270,429) | $ (176,334) |
Denominator: | |||
Weighted-average common shares outstanding, basic | 284,256,743 | 274,249,749 | 254,068,942 |
Weighted-average common shares outstanding, diluted | 284,256,743 | 274,249,749 | 254,068,942 |
Net loss per share attributable to common stockholders, basic | $ (2.38) | $ (0.99) | $ (0.69) |
Net loss per share attributable to common stockholders, diluted | $ (2.38) | $ (0.99) | $ (0.69) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded From Computation of Earning Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 59,128,250 | 52,820,442 | 23,366,542 |
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 | 22,422,895 | 16,178,486 | 7,472,787 |
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 | 26,716,306 | 25,602,405 | |
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 | 9,989,049 | 11,039,551 | 15,893,755 |