Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 19, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | AMWL | |
Entity Registrant Name | American Well Corporation | |
Entity Central Index Key | 0001393584 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A common stock,par value of $0.01 per share | |
Entity File Number | 001-39515 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5009396 | |
Entity Address, Address Line One | 75 State Street | |
Entity Address, Address Line Two | 26th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02109 | |
City Area Code | 617 | |
Local Phone Number | 204-3500 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 263,517,164 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,390,397 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,555,555 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 308,599 | $ 372,038 |
Accounts receivable ($1,627 and $1,626, from related parties and net of allowances of $3,092 and $2,291, respectively) | 80,709 | 54,146 |
Inventories | 6,578 | 6,652 |
Deferred contract acquisition costs | 2,301 | 2,262 |
Prepaid expenses and other current assets | 16,010 | 14,484 |
Total current assets | 414,197 | 449,582 |
Restricted cash | 795 | 795 |
Property and equipment, net | 552 | 572 |
Intangible assets, net | 114,338 | 120,248 |
Operating lease right-of-use asset | 9,632 | 10,453 |
Deferred contract acquisition costs, net of current portion | 5,107 | 4,792 |
Other assets | 1,793 | 2,083 |
Investment in minority owned joint venture (Note 2) | 1,969 | 1,180 |
Total assets | 548,383 | 589,705 |
Current liabilities: | ||
Accounts payable | 6,710 | 4,864 |
Accrued expenses and other current liabilities | 39,035 | 38,988 |
Operating lease liability, current | 3,602 | 3,580 |
Deferred revenue ($852 and $1,286 from related parties, respectively) | 59,079 | 46,365 |
Total current liabilities | 108,426 | 93,797 |
Other long-term liabilities | 1,412 | 1,425 |
Operating lease liability, net of current portion | 7,292 | 8,206 |
Deferred revenue, net of current portion | 7,895 | 6,091 |
Total liabilities | 125,025 | 109,519 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued or outstanding as of March 31, 2024 and as of December 31, 2023 | ||
Common stock, $0.01 par value; 1,000,000,000 Class A shares authorized, 263,158,793 and 255,542,545 shares issued and outstanding, respectively; 100,000,000 Class B shares authorized, 27,390,397 shares issued and outstanding; 200,000,000 Class C shares authorized 5,555,555 issued and outstanding as of March 31, 2024 and as of December 31, 2023 | 2,956 | 2,879 |
Additional paid-in capital | 2,251,875 | 2,234,768 |
Accumulated other comprehensive income | (16,213) | (15,650) |
Accumulated deficit | (1,829,883) | (1,757,778) |
Total American Well Corporation stockholders’ equity | 408,735 | 464,219 |
Non-controlling interest | 14,623 | 15,967 |
Total stockholders’ equity | 423,358 | 480,186 |
Total liabilities and stockholders’ equity | $ 548,383 | $ 589,705 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable | $ 80,709 | $ 54,146 |
Accounts receivable net of allowances | 3,092 | 2,291 |
Deferred revenue from related parties current | $ 852 | $ 1,286 |
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 | 296,104,745 | |
Common Stock, Shares, Outstanding | 296,104,745 | |
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 | 263,158,793 | 255,542,545 |
Common Stock, Shares, Outstanding | 263,158,793 | 255,542,545 |
Common Class B [Member] | ||
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 27,390,397 | 27,390,397 |
Common Stock, Shares, Outstanding | 27,390,397 | 27,390,397 |
Common Class C [Member] | ||
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 5,555,555 | 5,555,555 |
Common Stock, Shares, Outstanding | 5,555,555 | 5,555,555 |
Related Party [Member] | ||
Accounts receivable | $ 1,627 | $ 1,626 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
($872 and $988 from related parties, respectively) | $ 59,522 | $ 64,001 |
Costs and operating expenses: | ||
Costs of revenue, excluding depreciation and amortization of intangible assets | 41,153 | 38,752 |
Research and development | 26,680 | 25,923 |
Sales and marketing | 25,726 | 22,726 |
General and administrative | 32,757 | 36,370 |
Depreciation and amortization expense | 8,238 | 7,243 |
Goodwill impairment | 330,309 | |
Total costs and operating expenses | 134,554 | 461,323 |
Loss from operations | (75,032) | (397,322) |
Interest income and other income (expense), net | 3,784 | 940 |
Loss before expense from income taxes and loss from equity method investment | (71,248) | (396,382) |
Expense from income taxes | (1,275) | (1,475) |
Loss from equity method investment | (926) | (652) |
Net loss | (73,449) | (398,509) |
Net loss attributable to non-controlling interest | (1,344) | (821) |
Net loss attributable to American Well Corporation | $ (72,105) | $ (397,688) |
Net loss per share attributable to common stockholders, basic | $ (0.25) | $ (1.42) |
Net loss per share attributable to common stockholders, diluted | $ (0.25) | $ (1.42) |
Weighted-average common shares outstanding, basic | 291,833,853 | 279,966,645 |
Weighted-average common shares outstanding, diluted | 291,833,853 | 279,966,645 |
Net loss | $ (73,449) | $ (398,509) |
Other comprehensive income (loss), net of tax: | ||
Unrealized (loss) gain on available-for-sale investments | 4,319 | |
Foreign currency translation | (563) | 2,062 |
Comprehensive loss | (74,012) | (392,128) |
Less: Comprehensive loss attributable to non-controlling interest | (1,344) | (821) |
Comprehensive loss attributable to American Well Corporation | $ (72,668) | $ (391,307) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party [Member] | ||
Revenue from Related Parties | $ 872 | $ 988 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Equity (Deficit) [Member] | American Well Corporation Stockholder Equity (Deficit) [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2022 | $ 1,083,851 | $ 2,766 | $ 2,160,108 | $ (16,969) | $ (1,082,028) | $ 1,063,877 | $ 19,974 |
Beginning balance (in shares) at Dec. 31, 2022 | 277,139,679 | ||||||
Exercise of common stock options | 289 | $ 1 | 288 | 289 | |||
Exercise of common stock options, Shares | 128,572 | ||||||
Vesting of restricted stock units | $ 29 | (29) | |||||
Vesting of restricted stock units, Shares | 2,927,471 | ||||||
Shares repurchased and retired | (1) | (1) | (1) | ||||
Shares repurchased and retired,Shares | (316) | ||||||
Issuance of stock under employee stock purchase plan | 1,268 | $ 5 | 1,263 | 1,268 | |||
Issuance of stock under employee stock purchase plan,Shares | 513,339 | ||||||
Stock-based compensation expense | 20,997 | 20,997 | 20,997 | ||||
Currency translation adjustment | 2,062 | 2,062 | 2,062 | ||||
Unrealized gains (losses) on available-for-sale securities, net of tax | 4,319 | 4,319 | 4,319 | ||||
Net loss | (398,509) | (397,688) | (397,688) | (821) | |||
Ending balance at Mar. 31, 2023 | 714,276 | $ 2,801 | 2,182,627 | (10,588) | (1,479,717) | 695,123 | 19,153 |
Ending balance, Shares at Mar. 31, 2023 | 280,708,745 | ||||||
Beginning balance at Dec. 31, 2023 | 480,186 | $ 2,879 | 2,234,768 | (15,650) | (1,757,778) | 464,219 | 15,967 |
Beginning balance (in shares) at Dec. 31, 2023 | 288,488,497 | ||||||
Vesting of restricted stock units | $ 66 | (66) | |||||
Vesting of restricted stock units, Shares | 6,542,751 | ||||||
Issuance of stock under employee stock purchase plan | 956 | $ 11 | 945 | 956 | |||
Issuance of stock under employee stock purchase plan,Shares | 1,073,497 | ||||||
Stock-based compensation expense | 16,228 | 16,228 | 16,228 | ||||
Currency translation adjustment | (563) | (563) | (563) | ||||
Net loss | (73,449) | (72,105) | (72,105) | (1,344) | |||
Ending balance at Mar. 31, 2024 | $ 423,358 | $ 2,956 | $ 2,251,875 | $ (16,213) | $ (1,829,883) | $ 408,735 | $ 14,623 |
Ending balance, Shares at Mar. 31, 2024 | 296,104,745 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (73,449) | $ (398,509) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill impairment | 330,309 | |
Depreciation and amortization expense | 8,236 | 7,242 |
Provisions for credit losses | 883 | 199 |
Amortization of deferred contract acquisition costs | 585 | 476 |
Amortization of deferred contract fulfillment costs | 85 | 107 |
Stock-based compensation expense | 16,238 | 21,008 |
Loss on equity method investment | 926 | 652 |
Deferred income taxes | (5) | (13) |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | (27,506) | 2,340 |
Inventories | 74 | 299 |
Deferred contract acquisition costs | (947) | (793) |
Prepaid expenses and other current assets | (1,611) | 4,198 |
Other assets | 262 | (210) |
Accounts payable | 1,851 | (247) |
Accrued expenses and other current liabilities | 33 | (14,159) |
Deferred revenue | 14,589 | 17,953 |
Net cash used in operating activities | (59,756) | (29,148) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (75) | (18) |
Capitalized software development costs | (2,818) | (6,751) |
Investment in less than majority owned joint venture | (1,715) | (980) |
Purchases of investments | (389,990) | |
Net cash used in investing activities | (4,608) | (397,739) |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock options | 289 | |
Proceeds from employee stock purchase plan | 956 | 1,268 |
Payments for the purchase of treasury stock | (1) | |
Net cash provided by financing activities | 956 | 1,556 |
Effect of exchange rates changes on cash, cash equivalents, and restricted cash | (31) | (328) |
Net decrease in cash, cash equivalents, and restricted cash | (63,439) | (425,659) |
Cash, cash equivalents, and restricted cash at beginning of period | 372,833 | 539,341 |
Cash, cash equivalents, and restricted cash at end of period | 309,394 | 113,682 |
Cash, cash equivalents, and restricted cash at end of period: | ||
Cash and cash equivalents | 308,599 | 112,887 |
Restricted cash | 795 | 795 |
Total cash, cash equivalents, and restricted cash at end of period | 309,394 | 113,682 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | $ 630 | $ 458 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (72,105) | $ (397,688) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business American Well Corporation (the “Company”) was incorporated under the laws of the State of Delaware in June 2006. The Company is headquartered in Boston, Massachusetts. The Company is a leading enterprise software company enabling digital delivery of care for healthcare’s key stakeholders. The Company empowers our clients with the core technology and services necessary to successfully develop and distribute virtual care programs that meet their strategic, operational, financial and clinical objectives under their own brands. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies described in the Company’s Form 10-K for the fiscal year ended December 31, 2023, that have had a material impact on the consolidated financial statements and related notes. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary for the fair statement of the Company’s financial position, results of operations and cash flows at the dates and for the periods indicated. The interim results for the three months ended March 31, 2024 are not necessarily indicative of results for the full 2024 calendar year or any other future interim periods. The information included in the interim financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in the Form 10-K. The unaudited condensed consolidated financial statements include the accounts of American Well Corporation, its wholly-owned subsidiaries, those of professional corporations, which represent variable interest entities in which American Well has an interest and is the primary beneficiary (“PC”), and National Telehealth Network (“NTN”), an entity in which American Well controls fifty percent or more of the voting shares (see Note 4). Intercompany accounts and transactions have been eliminated in consolidation. The Company’s reporting currency is the U.S. dollar. The Company determines the functional currency of each subsidiary based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency remeasurement and settlements are included in interest income and other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. For consolidated entities where American Well owns or is exposed to less than 100 % of the economics, the net loss attributable to noncontrolling interests is recorded in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest retained in each entity by the respective non-controlling party. The noncontrolling interests are presented as a separate component of stockholders’ deficit in the condensed consolidated balance sheets. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the estimated customer relationship period that is used in the amortization of deferred contract acquisition costs, the valuation of assets and liabilities acquired in business combinations, goodwill, the useful lives of intangible assets and property and equipment and the valuation of common stock awards. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Segment Information The Company’s chief operating decision makers (CODMs), its two Chief Executive Officers, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company operates and manages its business as one reportable and operating segment. In addition, substantially all of the Company’s revenue and long-lived assets are attributable to operations in the United States for all periods presented. Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its condensed consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The aggregate carrying value of total assets and total liabilities included on the condensed consolidated balance sheets for the PCs after elimination of intercompany transactions were $ 33,565 and $ 1,944 , respectively, as of March 31, 2024 and $ 33,842 and $ 1,803 , respectively as of December 31, 2023. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 17,580 and $ 19,746 for the three months ended March 31, 2024 and 2023, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended March 31, 2024 and 2023 . Investment in Minority Owned Joint Venture The Company and Cleveland Clinic partnered to form a joint venture, under the name CCAW, JV LLC, to provide broad access to comprehensive and high acuity care services via digital care delivery. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investment in CCAW, JV LLC using the equity method of accounting. The joint venture is considered a variable interest entity under ASC 810-10, but the Company is not the primary beneficiary as it does not have the power to direct the activities of the joint venture that most significantly impact its performance. The Company’s evaluation of ability to impact performance is based on Cleveland Clinic’s managing directors and Cleveland Clinic’s ability to appoint and remove the chairperson who has the ability to cast the tie breaking vote on the most significant activities. In 2020, the Company contributed $ 2,940 as its initial investment for a 49 % interest in CCAW, JV LLC. The agreement also requires aggregate total capital contributions by the Company up to an additional $ 11,800 in two phases, which is yet to be defined. During the three months ended March 31, 2023, the Company made a capital contribution of $ 980 , related to a portion of the phase one capital commitment. There was a $ 1,715 contribution made in the three months ended March 31, 2024. For the three months ended March 31, 2024 and 2023, the Company recognized a loss of $ 926 and $ 652 as its proportionate share of the joint venture’s results of operations, respectively. Accordingly, the carrying value of the equity method investment as of March 31, 2024 and December 31, 2023 was $ 1,969 and $ 1,180 , respectively. 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 March 31, 2024, two clients accounted for 41 % and 13 % of outstanding accounts receivable, and as of December 31, 2023 , one client accounted for 40 % of outstanding accounts receivable. During the three months ended March 31, 2024 and 2023, sales to one client represented 29 % and 25 % of the Company’s total revenue, respectively. Goodwill The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized but is tested for impairment annually on November 30 or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by the Company’s publicly quoted share price, below our net book value. Our goodwill impairment tests are performed at the enterprise level given our single reporting unit. When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. A charge is reported as impairment of goodwill in the consolidated statements of operations and comprehensive loss. In the three months ended March 31, 2023 there was a partial impairment of the goodwill balance. The full goodwill balance was written off as of September 30, 2023. 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. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets, among others. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than the asset’s carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. The Company did not identify a triggering event in the three months ended March 31, 2024 . To date, the Company has no t recorded any impairment losses on long-lived assets. No impairments were identified during the three months ended March 31, 2024 and 2023 . Recently Issued Accounting Pronouncements and Disclosure Rules In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which includes amendments to improve reportable segment disclosures. For public entities that are Securities and Exchange Commission filers, ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. The adoption is not expected to have a material effect on the Company’s consolidated financial statements. 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. In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. The disclosure requirements will apply to the Company's fiscal year beginning January 1, 2026. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, 2024 2023 Platform subscription $ 24,855 $ 28,695 Visits 31,078 32,537 Other 3,589 2,769 Total Revenue $ 59,522 $ 64,001 Accounts Receivable, Net Accounts receivable primarily consist of amounts billed currently due from clients. Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. In determining the amount of the allowance at each reporting date, the Company makes judgments about general economic conditions, historical write-off experience and any specific risks identified in client collection matters, including the aging of unpaid accounts receivable and changes in client financial conditions. Account balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit losses are recorded as general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Changes in the allowance for credit losses were as follows: Three Months Ended March 31, 2024 Year Ended December 31, 2023 Allowance for credit losses, beginning of the $ 2,291 $ 1,884 Provisions 882 1,034 Write-offs ( 81 ) ( 627 ) Allowance for credit losses, end of the period $ 3,092 $ 2,291 The Company has rights to consideration for services completed but not billed at the reporting date. Unbilled receivables are classified as receivables when the Company has the right to invoice the client. The amount of unbilled accounts receivable included within accounts receivable on the consolidated balance sheet was $ 4,550 and $ 5,500 as of March 31, 2024 and December 31, 2023, respectively. Deferred Revenue Contract liabilities consist of deferred revenue and include billings in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. For the three months ended March 31, 2024 and 2023, the Company recognized revenue of $ 15,947 and $ 16,198 , respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented. Changes in the Company’s deferred revenue balance for the three months ended March 31, 2024 and year ended December 31, 2023 were as follows: Three Months Ended March 31, 2024 Year Ended December 31, 2023 Total deferred revenue, beginning of the period $ 52,456 $ 55,794 Additions 41,763 124,091 Recognized ( 27,245 ) ( 127,429 ) Total deferred revenue, end of the period $ 66,974 $ 52,456 Current deferred revenue 59,079 46,365 Non-current deferred revenue 7,895 6,091 Total $ 66,974 $ 52,456 Transaction Price Allocated to Remaining Performance Obligations As of March 31, 2024 and December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 227,672 and $ 217,736 , respectively. The substantial majority of the unsatisfied performance obligations will be satisfied over the next three years . As it pertains to the March 31, 2024 amount, the Company expects to recognize 52 % of the transaction price in the 12 month period ended March 31, 2025, in its condensed consolidated statement of operations and comprehensive loss with the remainder recognized thereafter. |
National Telehealth Network
National Telehealth Network | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
National Telehealth Network | 4. National Telehealth Network In 2012, the Company and an affiliate of Elevance Health Inc. formed National Telehealth Network LLC ("NTN") to expand the availability and adoption of telemedicine. The Company did not have a controlling financial interest in NTN, but it had the ability to exercise significant influence over the operating and financial policies of NTN. Therefore, the Company accounted for its investment in NTN using the equity method of accounting through December 31, 2015. On January 1, 2016, the Company made an additional investment in NTN, which increased its ownership percentage above 50 %. The Company also obtained the right to elect the Chairman of NTN, who has the ability to cast the tie-breaking vote in all decisions. Therefore, on January 1, 2016, the Company obtained control over NTN and has the power to direct the activities that most significantly impact NTN’s economic performance. This step-acquisition was accounted for as a business combination and the results of the operations of NTN from January 1, 2016, have been included in the Company’s condensed consolidated financial statements. However, because the Company owns less than 100 % of NTN, the Company recognizes net loss attributable to non-controlling interest in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the ownership interest retained in NTN by the respective non-controlling party. The proportionate share of the loss attributed to the non-controlling interest amounted to $ 1,344 and $ 821 for the three months ended March 31, 2024 and 2023, respectively. The carrying value of the non-controlling interest was $ 14,623 and $ 15,967 as of March 31, 2024 and December 31, 2023 , respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The following tables presents the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: March 31, 2024 Level 1 Level 2 Level 3 Total Money market funds $ 242,707 $ — $ — $ 242,707 Total financial assets: $ 242,707 $ — $ — $ 242,707 December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 299,300 $ — $ — $ 299,300 Total financial assets: $ 299,300 $ — $ — $ 299,300 The Company’s cash equivalents were invested in money market funds and were valued based on Level 1 inputs. During the three months ended March 31, 2024 , there were no transfers between fair value measurement levels. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Identified intangible assets consisted of the following: Gross Accumulated Carrying Weighted March 31, 2024 Customer relationships $ 80,483 $ ( 35,116 ) 45,367 6.3 Contractor relationships 535 ( 340 ) 195 4.8 Tradename 14,079 ( 5,875 ) 8,204 3.9 Technology 89,478 ( 48,682 ) 40,796 3.1 Internally developed software 28,029 ( 8,253 ) 19,776 2.7 $ 212,604 $ ( 98,266 ) $ 114,338 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 The Company capitalized $ 2,818 in the three months ended March 31, 2024, related to internally developed software to be sold as a service incurred during the application development stage and is amortizing these costs over the expected lives of the related services. Amortization expense related to intangible assets for the three months ended March 31, 2024 and 2023 was $ 8,144 and $ 6,932 , respectively. Estimated future amortization expense of the identified intangible assets as of March 31, 2024, is as follows: 2024 $ 24,577 2025 33,370 2026 22,887 2027 12,127 2028 9,647 Thereafter 11,730 $ 114,338 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: March 31, 2024 December 31, 2023 Employee compensation and benefits $ 14,801 $ 15,573 Professional services 7,208 3,838 Provider services 7,007 7,437 Other 10,019 12,140 Total $ 39,035 $ 38,988 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Undesignated Preferred Stock The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 100,000,000 shares of undesignated preferred stock, par value of $ 0.01 per share, with rights and preferences, including voting rights, designated from time to time by the board of directors. No shares of preferred stock were issued or outstanding as of March 31, 2024 and December 31, 2023. Common Stock In the three months ended March 31, 2024, no shares of Class B common stock were converted to Class A common stock. As of March 31, 2024, the par value of the Class A, Class B and Class C shares was $ 2,625 , $ 275 , and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 263,158,793 263,158,793 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 296,104,745 296,104,745 As of March 31, 2024 and December 31, 2023, the Company had reserved 83,295,920 and 74,506,099 shares of common stock for the exercise of outstanding stock options, the vesting of restricted stock units, the vesting of performance-based market condition share awards, and the number of shares remaining available for future grant, respectively. Stock Plans and Stock Options The Company maintains the 2006 Employee, Director and Consultant Stock Plan as amended and restated (the “2006 Plan”) and 2020 Equity Incentive Plan (the “2020 Plan” together, the “Plans”) under which it has granted incentive stock options, non-qualified stock options, and restricted stock units to employees, officers, and directors of the Company. In connection with the adoption of the 2020 Plan, the then-remaining shares of common stock reserved for grant or issuance under the 2006 Plan became available for issuance under the 2020 Plan, and no further grants will be made under the 2006 Plan. Options issued under the Plans are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Activity under the Plans is as follows: Number of Weighted Weighted Average Aggregate Outstanding as of January 1, 2024 9,989,049 $ 5.09 4.6 $ — Granted — $ — Forfeited ( 170,819 ) $ 5.67 Expired — $ — Exercised — $ — Outstanding as of March 31, 2024 9,818,230 $ 5.08 4.4 $ — Vested and expected to vest as of December 31, 2023 9,978,545 $ 5.09 4.6 $ — Vested and expected to vest as of March 31, 2024 9,810,553 $ 5.08 4.4 $ — Options exercisable as of December 31, 2023 9,906,925 $ 5.08 4.6 $ — Options exercisable as of March 31, 2024 9,807,262 $ 5.08 4.4 $ — No options were granted in the three months ended March 31, 2024 and 2023. Restricted Stock Units Activity for the restricted stock units is as follows: Shares Weighted Average Unvested as of January 1, 2024 22,422,895 $ 7.45 Granted 23,681,803 1.28 Vested ( 6,542,751 ) 2.59 Forfeited ( 1,865,789 ) 3.84 Unvested as of March 31, 2024 37,696,158 $ 4.60 The total grant date fair value of RSU’s granted for the three months ended March 31, 2024 was $ 30,313 . Restricted stock units vest over the service period of one to four years . The aggregate intrinsic value of restricted stock units vested for the three months ended March 31, 2024 and 2023 was $ 7,508 and $ 7,693 , respectively. Restricted Stock Units with a Market Condition Activity for the restricted stock units with a market condition is as follows: Shares Weighted Average Unvested as of January 1, 2024 26,716,306 $ 2.29 Granted — — Vested — — Cancelled/Forfeited ( 8,686,061 ) 2.75 Unvested as of March 31, 2024 18,030,245 $ 2.07 The total grant-date fair value of performance-based market condition share awards granted during the three months ended March 31, 2023 was $ 5,805 . There were no performance-based market condition share awards granted during the three months ended March 31, 2024. In the three months ended March 31, 2024 the Company cancelled 8,446,479 restricted stock units with a market condition that were not expected to vest. The Company subsequently issued 11,909,306 restricted stock units to the individuals who had held the canceled awards. The cancelation and subsequent issuance was treated as a modification. The weighted average estimated fair value of the performance-based market condition share awards granted during the three months ended March 31, 2023 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Three Months Ended March 31, 2024 2023 Risk-free rate N/A 4.61 % Term to end of performance period (yrs) N/A 3 years Valuation date stock price N/A $ 2.76 Expected volatility N/A 70 % Expected dividend yield N/A 0 % 2020 Employee Stock Purchase Plan During the three months ended March 31, 2023 , the Company issued 513,339 shares under the ESPP. During the three months ended March 31, 2024, the Company issued 1,073,497 shares under the ESPP. As of March 31, 2024, 7,831,816 shares remained available for issuance. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2024 2023 Cost of revenues $ 397 $ 398 Research and development 2,009 2,801 Selling and marketing 1,778 1,986 General and administrative 12,044 15,812 Total $ 16,228 $ 20,997 As of March 31, 2024, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $ 70,652 , which is expected to be recognized over a weighted-average period of 2.4 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Indemnification The Company’s arrangements generally include certain provisions for indemnifying clients against third-party claims asserting infringement of certain intellectual property rights in the ordinary course of business. The Company also regularly indemnifies clients against third-party claims that the company’s products or services breach applicable law or regulation or from claims resulting from a breach of the business associate agreement in place with the client. In addition, the Company indemnifies its officers, directors and certain key employees while they are serving in good faith in their capacities. Through March 31, 2024 and 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. As of March 31, 2024 and December 31, 2023 , 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 | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes As a result of the Company’s history of net operating losses (“NOL”), the Company continues to maintain a full valuation allowance against its domestic net deferred tax assets. For the three months ended March 31, 2024, the Company recognized an income tax expense of $ 1,275 , primarily due to federal, state and foreign income tax expense. During the three months ended March 31, 2023 , the Company recorded income tax expense of $ 1,475 , primarily due to state and foreign income taxes. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 11. Related-Party Transactions Cleveland Clinic Cleveland Clinic is a related party because a member of the Company’s board of directors is an executive advisor to Cleveland Clinic. As of March 31, 2024 and December 31, 2023, the Company held current deferred revenue of $ 1 and $ 43 , respectively from contracts with this client. As of March 31, 2024 and December 31, 2023, amounts due from Cleveland Clinic were $ 17 and $ 24 , respectively. During the three months ended March 31, 2024 and 2023, the Company recognized revenue of $ 470 and $ 599 , 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 minority owned interest in. During the year ended December 31, 2020, the Company made an initial investment in CCAW, JV LLC of $ 2,940 for its less than 50 % interest in the joint venture. During the three months ended March 31, 2024 the Company made capital contributions of $ 1,715 related to a portion of the phase one capital commitment. During the three months ended March 31, 2024 and 2023 the Company recognized revenue of $ 402 and $ 389 from contracts with this client, respectively. As of March 31, 2024 and December 31, 2023, the Company held current deferred revenue of $ 851 and $ 1,243 , respectively, from contracts with this client. As of March 31, 2024 there were $ 1,611 amounts due from CCAW, JV LLC and as of December 31, 2023 , $ 1,602 was due from CCAW, JV LLC. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended March 31, 2024 2023 Numerator: Net loss $ ( 73,449 ) $ ( 398,509 ) Net loss attributable to non-controlling interest ( 1,344 ) ( 821 ) Net loss attributable to American Well Corporation $ ( 72,105 ) $ ( 397,688 ) Denominator: Weighted-average common shares outstanding 291,833,853 279,966,645 Net loss per share attributable to common $ ( 0.25 ) $ ( 1.42 ) The Company’s potential dilutive securities, which include stock options, unvested restricted stock units and unvested performance market-based stock units, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2024 2023 Unvested restricted stock units 37,696,158 24,623,215 Unvested performance market-based stock units 18,030,245 28,110,693 Options to purchase shares of common stock 9,818,230 10,737,659 65,544,633 63,471,567 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary for the fair statement of the Company’s financial position, results of operations and cash flows at the dates and for the periods indicated. The interim results for the three months ended March 31, 2024 are not necessarily indicative of results for the full 2024 calendar year or any other future interim periods. The information included in the interim financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in the Form 10-K. The unaudited condensed consolidated financial statements include the accounts of American Well Corporation, its wholly-owned subsidiaries, those of professional corporations, which represent variable interest entities in which American Well has an interest and is the primary beneficiary (“PC”), and National Telehealth Network (“NTN”), an entity in which American Well controls fifty percent or more of the voting shares (see Note 4). Intercompany accounts and transactions have been eliminated in consolidation. The Company’s reporting currency is the U.S. dollar. The Company determines the functional currency of each subsidiary based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency remeasurement and settlements are included in interest income and other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. For consolidated entities where American Well owns or is exposed to less than 100 % of the economics, the net loss attributable to noncontrolling interests is recorded in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest retained in each entity by the respective non-controlling party. The noncontrolling interests are presented as a separate component of stockholders’ deficit in the condensed consolidated balance sheets. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the estimated customer relationship period that is used in the amortization of deferred contract acquisition costs, the valuation of assets and liabilities acquired in business combinations, goodwill, the useful lives of intangible assets and property and equipment and the valuation of common stock awards. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Segment Information | Segment Information The Company’s chief operating decision makers (CODMs), its two Chief Executive Officers, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company operates and manages its business as one reportable and operating segment. In addition, substantially all of the Company’s revenue and long-lived assets are attributable to operations in the United States for all periods presented. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its condensed consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The aggregate carrying value of total assets and total liabilities included on the condensed consolidated balance sheets for the PCs after elimination of intercompany transactions were $ 33,565 and $ 1,944 , respectively, as of March 31, 2024 and $ 33,842 and $ 1,803 , respectively as of December 31, 2023. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 17,580 and $ 19,746 for the three months ended March 31, 2024 and 2023, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended March 31, 2024 and 2023 . |
Investment in Minority Owned Joint Venture | Investment in Minority Owned Joint Venture The Company and Cleveland Clinic partnered to form a joint venture, under the name CCAW, JV LLC, to provide broad access to comprehensive and high acuity care services via digital care delivery. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investment in CCAW, JV LLC using the equity method of accounting. The joint venture is considered a variable interest entity under ASC 810-10, but the Company is not the primary beneficiary as it does not have the power to direct the activities of the joint venture that most significantly impact its performance. The Company’s evaluation of ability to impact performance is based on Cleveland Clinic’s managing directors and Cleveland Clinic’s ability to appoint and remove the chairperson who has the ability to cast the tie breaking vote on the most significant activities. In 2020, the Company contributed $ 2,940 as its initial investment for a 49 % interest in CCAW, JV LLC. The agreement also requires aggregate total capital contributions by the Company up to an additional $ 11,800 in two phases, which is yet to be defined. During the three months ended March 31, 2023, the Company made a capital contribution of $ 980 , related to a portion of the phase one capital commitment. There was a $ 1,715 contribution made in the three months ended March 31, 2024. For the three months ended March 31, 2024 and 2023, the Company recognized a loss of $ 926 and $ 652 as its proportionate share of the joint venture’s results of operations, respectively. Accordingly, the carrying value of the equity method investment as of March 31, 2024 and December 31, 2023 was $ 1,969 and $ 1,180 , respectively. |
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 March 31, 2024, two clients accounted for 41 % and 13 % of outstanding accounts receivable, and as of December 31, 2023 , one client accounted for 40 % of outstanding accounts receivable. During the three months ended March 31, 2024 and 2023, sales to one client represented 29 % and 25 % of the Company’s total revenue, respectively. |
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 three months ended March 31, 2023 there was a partial impairment of the goodwill balance. The full goodwill balance was written off as of September 30, 2023. |
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. |
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. The Company did not identify a triggering event in the three months ended March 31, 2024 . To date, the Company has no t recorded any impairment losses on long-lived assets. No impairments were identified during the three months ended March 31, 2024 and 2023 . |
Recently Issued Accounting Pronouncements and Disclosure Rules | Recently Issued Accounting Pronouncements and Disclosure Rules In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which includes amendments to improve reportable segment disclosures. For public entities that are Securities and Exchange Commission filers, ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. The adoption is not expected to have a material effect on the Company’s consolidated financial statements. 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. In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. The disclosure requirements will apply to the Company's fiscal year beginning January 1, 2026. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, 2024 2023 Platform subscription $ 24,855 $ 28,695 Visits 31,078 32,537 Other 3,589 2,769 Total Revenue $ 59,522 $ 64,001 |
Summary of Changes in the Allowance for Credit Losses | Changes in the allowance for credit losses were as follows: Three Months Ended March 31, 2024 Year Ended December 31, 2023 Allowance for credit losses, beginning of the $ 2,291 $ 1,884 Provisions 882 1,034 Write-offs ( 81 ) ( 627 ) Allowance for credit losses, end of the period $ 3,092 $ 2,291 |
Summary of Significant Changes in the Company's Deferred Revenue | Changes in the Company’s deferred revenue balance for the three months ended March 31, 2024 and year ended December 31, 2023 were as follows: Three Months Ended March 31, 2024 Year Ended December 31, 2023 Total deferred revenue, beginning of the period $ 52,456 $ 55,794 Additions 41,763 124,091 Recognized ( 27,245 ) ( 127,429 ) Total deferred revenue, end of the period $ 66,974 $ 52,456 Current deferred revenue 59,079 46,365 Non-current deferred revenue 7,895 6,091 Total $ 66,974 $ 52,456 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 Level 1 Level 2 Level 3 Total Money market funds $ 242,707 $ — $ — $ 242,707 Total financial assets: $ 242,707 $ — $ — $ 242,707 December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds $ 299,300 $ — $ — $ 299,300 Total financial assets: $ 299,300 $ — $ — $ 299,300 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets consisted of the following: Gross Accumulated Carrying Weighted March 31, 2024 Customer relationships $ 80,483 $ ( 35,116 ) 45,367 6.3 Contractor relationships 535 ( 340 ) 195 4.8 Tradename 14,079 ( 5,875 ) 8,204 3.9 Technology 89,478 ( 48,682 ) 40,796 3.1 Internally developed software 28,029 ( 8,253 ) 19,776 2.7 $ 212,604 $ ( 98,266 ) $ 114,338 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense of the identified intangible assets as of March 31, 2024, is as follows: 2024 $ 24,577 2025 33,370 2026 22,887 2027 12,127 2028 9,647 Thereafter 11,730 $ 114,338 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, 2024 December 31, 2023 Employee compensation and benefits $ 14,801 $ 15,573 Professional services 7,208 3,838 Provider services 7,007 7,437 Other 10,019 12,140 Total $ 39,035 $ 38,988 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock | As of March 31, 2024, the par value of the Class A, Class B and Class C shares was $ 2,625 , $ 275 , and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 263,158,793 263,158,793 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 296,104,745 296,104,745 |
Activity under Plans | Activity under the Plans is as follows: Number of Weighted Weighted Average Aggregate Outstanding as of January 1, 2024 9,989,049 $ 5.09 4.6 $ — Granted — $ — Forfeited ( 170,819 ) $ 5.67 Expired — $ — Exercised — $ — Outstanding as of March 31, 2024 9,818,230 $ 5.08 4.4 $ — Vested and expected to vest as of December 31, 2023 9,978,545 $ 5.09 4.6 $ — Vested and expected to vest as of March 31, 2024 9,810,553 $ 5.08 4.4 $ — Options exercisable as of December 31, 2023 9,906,925 $ 5.08 4.6 $ — Options exercisable as of March 31, 2024 9,807,262 $ 5.08 4.4 $ — |
Summary of Unvested Restricted Stock Unit Activity | Activity for the restricted stock units is as follows: Shares Weighted Average Unvested as of January 1, 2024 22,422,895 $ 7.45 Granted 23,681,803 1.28 Vested ( 6,542,751 ) 2.59 Forfeited ( 1,865,789 ) 3.84 Unvested as of March 31, 2024 37,696,158 $ 4.60 |
Summary of Performance-based Market Condition Share Awards | Activity for the restricted stock units with a market condition is as follows: Shares Weighted Average Unvested as of January 1, 2024 26,716,306 $ 2.29 Granted — — Vested — — Cancelled/Forfeited ( 8,686,061 ) 2.75 Unvested as of March 31, 2024 18,030,245 $ 2.07 |
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 three months ended March 31, 2023 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Three Months Ended March 31, 2024 2023 Risk-free rate N/A 4.61 % Term to end of performance period (yrs) N/A 3 years Valuation date stock price N/A $ 2.76 Expected volatility N/A 70 % Expected dividend yield N/A 0 % |
Stock-Based Compensation Expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2024 2023 Cost of revenues $ 397 $ 398 Research and development 2,009 2,801 Selling and marketing 1,778 1,986 General and administrative 12,044 15,812 Total $ 16,228 $ 20,997 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable To Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended March 31, 2024 2023 Numerator: Net loss $ ( 73,449 ) $ ( 398,509 ) Net loss attributable to non-controlling interest ( 1,344 ) ( 821 ) Net loss attributable to American Well Corporation $ ( 72,105 ) $ ( 397,688 ) Denominator: Weighted-average common shares outstanding 291,833,853 279,966,645 Net loss per share attributable to common $ ( 0.25 ) $ ( 1.42 ) |
Summary of Antidilutive Securities Excluded From Computation of Net Loss Per Share | The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2024 2023 Unvested restricted stock units 37,696,158 24,623,215 Unvested performance market-based stock units 18,030,245 28,110,693 Options to purchase shares of common stock 9,818,230 10,737,659 65,544,633 63,471,567 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of reportable segment | Segment | 1 | |||
Number of operating segment | Segment | 1 | |||
Total assets | $ 548,383,000 | $ 589,705,000 | ||
Total liabilities | 125,025,000 | $ 109,519,000 | ||
Payment to acquire interest in joint venture | 1,715,000 | $ 980,000 | ||
Share of loss in operations of joint venture | 926,000 | 652,000 | ||
Impairment of long-lived assets | 0 | |||
Impairment charges | $ 0 | $ 0 | ||
Customer Concentration Risk | Accounts Receivable [Member] | Related Party Client One [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of net total revenue | 41% | 40% | ||
Customer Concentration Risk | Accounts Receivable [Member] | Related Party Client Two [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of net total revenue | 13% | |||
Customer Concentration Risk | Revenue Benchmark [Member] | Related Party Client One [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of net total revenue | 29% | 25% | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Total assets | $ 33,565,000 | $ 33,842,000 | ||
Total liabilities | 1,944,000 | 1,803,000 | ||
Total revenue | 17,580,000 | $ 19,746,000 | ||
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 | 1,715,000 | 980,000 | ||
Share of loss in operations of joint venture | 926,000 | $ 652,000 | ||
Equity method investment carrying value | $ 1,969,000 | $ 1,180,000 | ||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of economic or ownership interest in consolidated entities | 100% |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 59,522 | $ 64,001 |
Platform Subscription [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 24,855 | 28,695 |
Visits [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 31,078 | 32,537 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 3,589 | $ 2,769 |
Revenue - Summary of Changes in
Revenue - Summary of Changes in the Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Allowance for credit losses, beginning of the period | $ 2,291 | $ 1,884 |
Provisions | 882 | 1,034 |
Write-offs | (81) | (627) |
Allowance for credit losses, end of the period | $ 3,092 | $ 2,291 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue From Contract With Customer Line Items [Line Items] | |||
Contract liability revenue recognized | $ 15,947 | $ 16,198 | |
Transaction price allocated to remaining performance obligations | $ 227,672 | $ 217,736 | |
Performance obligation percentage of transaction price to recognized in the next twelve months | 52% | ||
Accounts Receivable [Member] | |||
Revenue From Contract With Customer Line Items [Line Items] | |||
Unbilled accounts receivable | $ 4,550 | $ 5,500 |
Revenue - Summary of Contract w
Revenue - Summary of Contract with Customer Asset and Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Total deferred revenue, beginning of the period | $ 52,456 | $ 55,794 |
Additions | 41,763 | 124,091 |
Recognized | (27,245) | (127,429) |
Total deferred revenue, end of the period | 66,974 | 52,456 |
Current deferred revenue | 59,079 | 46,365 |
Non-current deferred revenue | 7,895 | 6,091 |
Total | $ 66,974 | $ 52,456 |
Revenue - Additional Informat_2
Revenue - Additional Information (Detail1) | Mar. 31, 2024 | Dec. 31, 2023 |
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 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01 | ||
Revenue From Contract With Customer Line Items [Line Items] | ||
Revenue remaining performance obligation expected timing of satisfaction | 3 years |
National Telehealth Network - A
National Telehealth Network - Additional Information (Detail) - NTN [Member] - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Loss attributed to non-controlling interest | $ 1,344 | $ 821 | ||
Noncontrolling Interest [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Non controlling interest carrying value | $ 14,623 | $ 15,967 | ||
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 | Mar. 31, 2024 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 242,707 | $ 299,300 |
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 242,707 | 299,300 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 242,707 | 299,300 |
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 | $ 242,707 | $ 299,300 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Transfer from level one to level two fair value assets | $ 0 |
Transfer from level one to level three fair value assets | 0 |
Transfer from level two to level one fair value assets | 0 |
Transfer from level three to level one fair value assets | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of finite lived Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 212,604 | $ 210,810 |
Accumulated Amortization | (98,266) | (90,562) |
Carrying Value | 114,338 | 120,248 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 80,483 | 80,558 |
Accumulated Amortization | (35,116) | (33,109) |
Carrying Value | $ 45,367 | $ 47,449 |
Weighted Average Remaining Life | 6 years 3 months 18 days | 6 years 6 months |
Contractor relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 535 | $ 535 |
Accumulated Amortization | (340) | (329) |
Carrying Value | $ 195 | $ 206 |
Weighted Average Remaining Life | 4 years 9 months 18 days | 5 years |
Trade name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 14,079 | $ 14,303 |
Accumulated Amortization | (5,875) | (5,389) |
Carrying Value | $ 8,204 | $ 8,914 |
Weighted Average Remaining Life | 3 years 10 months 24 days | 4 years 1 month 6 days |
Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 89,478 | $ 90,204 |
Accumulated Amortization | (48,682) | (45,482) |
Carrying Value | $ 40,796 | $ 44,722 |
Weighted Average Remaining Life | 3 years 1 month 6 days | 3 years 3 months 18 days |
Internally developed software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 28,029 | $ 25,210 |
Accumulated Amortization | (8,253) | (6,253) |
Carrying Value | $ 19,776 | $ 18,957 |
Weighted Average Remaining Life | 2 years 8 months 12 days | 2 years 4 months 24 days |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized cost related to internally developed software | $ 2,818 | |
Amortization of intangible assets | $ 8,144 | $ 6,932 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite Lived Intangible Assets Future Amortization Expense (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 24,577 | |
2025 | 33,370 | |
2026 | 22,887 | |
2027 | 12,127 | |
2028 | 9,647 | |
Thereafter | 11,730 | |
Carrying Value | $ 114,338 | $ 120,248 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 14,801 | $ 15,573 |
Professional services | 7,208 | 3,838 |
Provider services | 7,007 | 7,437 |
Other | 10,019 | 12,140 |
Total | $ 39,035 | $ 38,988 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Preferred stock authorized | 100,000,000 | 100,000,000 | |
Preferred stock per share | $ 0.01 | $ 0.01 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock reserve for issuance | 83,295,920 | 74,506,099 | |
Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of stock granted | $ 30,313 | ||
Aggregate intrinsic value of restricted stock units vested | $ 7,508 | $ 7,693 | |
Restricted Stock [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units vest over the service period | 1 year | ||
Restricted Stock [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units vest over the service period | 4 years | ||
Performance-based Market Condition Share Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of stock granted | $ 5,805 | ||
Shares, granted | 0 | ||
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Cancelled shares | 8,446,479 | ||
Shares issued | 11,909,306 | ||
Shares, granted | 23,681,803 | ||
2020 Equity Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options, granted | 0 | 0 | |
2020 Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares, issued under ESPP | 1,073,497 | 513,339 | |
Shares available for issuance | 7,831,816 | ||
Equity Award Plan [Member] | Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock-based compensation | $ 70,652 | ||
Weighted-average period | 2 years 4 months 24 days | ||
Common Class A [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock per share | $ 2,625 | ||
Common Class B [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares converted | 0 | ||
Common stock per share | $ 275 | ||
Common Class C [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock per share | $ 56 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock (Detail) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | ||
Shares Authorized | 1,300,000,000 | |
Shares Issued | 296,104,745 | |
Shares Outstanding | 296,104,745 | |
Class A [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Shares Issued | 263,158,793 | 255,542,545 |
Shares Outstanding | 263,158,793 | 255,542,545 |
Class B [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 100,000,000 | 100,000,000 |
Shares Issued | 27,390,397 | 27,390,397 |
Shares Outstanding | 27,390,397 | 27,390,397 |
Class C [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 200,000,000 | 200,000,000 |
Shares Issued | 5,555,555 | 5,555,555 |
Shares Outstanding | 5,555,555 | 5,555,555 |
Stockholders' Equity - Activity
Stockholders' Equity - Activity under Plans (Detail) - 2020 Equity Incentive Plan [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, beginning of period | 9,989,049 | |
Number of Shares, Forfeited | (170,819) | |
Number of Shares, Outstanding, end of period | 9,818,230 | 9,989,049 |
Number of Shares, Vested and expected to vest | 9,810,553 | 9,978,545 |
Number of Shares, Options exercisable | 9,807,262 | 9,906,925 |
Number of Shares, Outstanding, Weighted Average Exercise Price, beginning of period | $ 5.09 | |
Number of Shares, Forfeited, Weighted Average Exercise Price | 5.67 | |
Number of Shares, Outstanding, Weighted Average Exercise Price, end of period | 5.08 | $ 5.09 |
Number of Shares,Vested and expected to vest, Weighted Average Exercise Price, end of period | 5.08 | 5.09 |
Number of Shares, Options exercisable, Weighted Average Exercise Price, end of period | $ 5.08 | $ 5.08 |
Number of Shares, Outstanding, Weighted Average Remaining Contractual Term (years) | 4 years 4 months 24 days | 4 years 7 months 6 days |
Number of Shares, Vested and expected to vest, Weighted Average Remaining Contractual Term (years) | 4 years 4 months 24 days | 4 years 7 months 6 days |
Number of Shares, Options exercisable, Weighted Average Remaining Contractual Term (years) | 4 years 4 months 24 days | 4 years 7 months 6 days |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Unvested Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Class of Stock [Line Items] | |
Unvested as of January 1, 2024 | shares | 22,422,895 |
Shares, Granted | shares | 23,681,803 |
Shares, Vested | shares | (6,542,751) |
Shares, Forfeited | shares | (1,865,789) |
Unvested as of March 31, 2024 | shares | 37,696,158 |
Weighted Average Grant Date Fair Value, Unvested as of January 1, 2024 | $ / shares | $ 7.45 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.28 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 2.59 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 3.84 |
Weighted Average Grant Date Fair Value, Unvested as of March 31, 2024 | $ / shares | $ 4.6 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Performance-based Market Condition Share Awards (Detail) - Performance-based Market Condition Share Awards [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Class of Stock [Line Items] | |
Unvested as of January 1, 2024 | 26,716,306 |
Shares, Granted | 0 |
Shares, Cancelled/Forfeited | (8,686,061) |
Unvested as of March 31, 2024 | 18,030,245 |
Weighted Average Grant Date Fair Value, Unvested as of January 1, 2024 | $ / shares | $ 2.29 |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | $ / shares | 2.75 |
Weighted Average Grant Date Fair Value, Unvested as of March 31, 2024 | $ / shares | $ 2.07 |
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] | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free rate | 4.61% |
Term to end of performance period (yrs) | 3 years |
Valuation date stock price | $ 2.76 |
Expected volatility | 70% |
Expected dividend yield | 0% |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expenses | $ 16,228 | $ 20,997 |
Cost of revenues [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expenses | 397 | 398 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expenses | 2,009 | 2,801 |
Selling and marketing [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expenses | 1,778 | 1,986 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expenses | $ 12,044 | $ 15,812 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Pending Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Pending Claims Number | 0 | 0 |
Indemnification Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
New Claims Filed, Number | 0 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 1,275 | $ 1,475 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Current deferred revenue | $ 66,974,000 | $ 52,456,000 | $ 55,794,000 | ||
Payment to acquire interest in joint venture | 1,715,000 | $ 980,000 | |||
CCAW JV LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Current deferred revenue | 851,000 | 1,243,000 | |||
Revenues recognized from related party | 402,000 | 389,000 | |||
Payment to acquire interest in joint venture | 1,715,000 | $ 2,940,000 | |||
Equity method investment, ownership percentage | 50% | ||||
Cleveland Clinic [Member] | |||||
Related Party Transaction [Line Items] | |||||
Current deferred revenue | 1,000 | 43,000 | |||
Revenues recognized from related party | 470,000 | $ 599,000 | |||
Related Party [Member] | CCAW JV LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 1,611,000 | 1,602,000 | |||
Related Party [Member] | Cleveland Clinic [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 17,000 | $ 24,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (73,449) | $ (398,509) |
Net loss attributable to non-controlling interest | (1,344) | (821) |
Net loss attributable to American Well Corporation | $ (72,105) | $ (397,688) |
Denominator: | ||
Weighted-average common shares outstanding, basic | 291,833,853 | 279,966,645 |
Weighted-average common shares outstanding, diluted | 291,833,853 | 279,966,645 |
Net loss per share attributable to common stockholders, basic | $ (0.25) | $ (1.42) |
Net loss per share attributable to common stockholders, diluted | $ (0.25) | $ (1.42) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded From Computation of Earning Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 65,544,633 | 63,471,567 |
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 | 37,696,158 | 24,623,215 |
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 | 18,030,245 | 28,110,693 |
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 | 9,818,230 | 10,737,659 |