Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | AMWL | |
Entity Registrant Name | American Well Corporation | |
Entity Central Index Key | 0001393584 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A common stock,par value of $0.01 per share | |
Entity File Number | 001-39515 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5009396 | |
Entity Address, Address Line One | 75 State Street | |
Entity Address, Address Line Two | 26th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02109 | |
City Area Code | 617 | |
Local Phone Number | 204-3500 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 242,463,684 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,390,397 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,555,555 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 332,601 | $ 746,416 |
Investments | 249,008 | |
Accounts receivable ($164 and $2,054, from related parties and net of allowances of $1,568 and $1,809, respectively) | 45,730 | 51,375 |
Inventories | 7,969 | 7,530 |
Deferred contract acquisition costs | 1,338 | 1,697 |
Prepaid expenses and other current assets | 20,598 | 20,278 |
Total current assets | 657,244 | 827,296 |
Restricted cash | 795 | 795 |
Property and equipment, net | 1,079 | 2,235 |
Goodwill | 425,196 | 442,761 |
Intangible assets, net | 127,291 | 152,409 |
Operating lease right-of-use asset | 14,412 | 16,422 |
Deferred contract acquisition costs, net of current portion | 3,064 | 2,028 |
Other assets | 1,920 | 1,722 |
Investment in minority owned joint venture | 773 | 168 |
Total assets | 1,231,774 | 1,445,836 |
Current liabilities: | ||
Accounts payable | 6,175 | 12,156 |
Accrued expenses and other current liabilities | 45,181 | 58,711 |
Operating lease liability, current | 3,623 | 1,918 |
Deferred revenue ($338 and $1,860 from related parties, respectively) | 50,151 | 68,841 |
Total current liabilities | 105,130 | 141,626 |
Other long-term liabilities | 2,673 | 5,136 |
Contingent consideration liabilities, net of current portion | 16,450 | |
Operating lease liability, net of current portion | 12,208 | 14,694 |
Deferred revenue, net of current portion ($13 and $22 from related parties, respectively) | 6,914 | 7,055 |
Total liabilities | 126,925 | 184,961 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued or outstanding as of September 30, 2022 and as of December 31, 2021 | ||
Common stock, $0.01 par value; 1,000,000,000 Class A shares authorized, 242,304,366 and 229,402,453 shares issued and outstanding, respectively; 100,000,000 Class B shares authorized, 27,390,397 and 26,913,579 shares issued and outstanding, respectively; 200,000,000 Class C shares authorized 5,555,555 issued and outstanding as of September 30, 2022 and as of December 31, 2021 | 2,753 | 2,620 |
Additional paid-in capital | 2,133,614 | 2,054,275 |
Accumulated other comprehensive loss | (31,056) | (6,353) |
Accumulated deficit | (1,020,865) | (811,284) |
Total American Well Corporation stockholders’ equity | 1,084,446 | 1,239,258 |
Non-controlling interest | 20,403 | 21,617 |
Total stockholders’ equity | 1,104,849 | 1,260,875 |
Total liabilities and stockholders’ equity | $ 1,231,774 | $ 1,445,836 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable from related parties | $ 164 | $ 2,054 |
Accounts receivable net of allowances | 1,568 | 1,809 |
Deferred revenue from related parties current | 338 | 1,860 |
Deferred revenue from related parties non current | $ 13 | $ 22 |
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 | 275,250,318 | |
Common Stock, Shares, Outstanding | 275,250,318 | |
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 | 242,304,366 | 229,402,453 |
Common Stock, Shares, Outstanding | 242,304,366 | 229,402,453 |
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 | 26,913,579 |
Common Stock, Shares, Outstanding | 27,390,397 | 26,913,579 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations And Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
($729, $698, $3,106 and $11,005 from related parties, respectively) | $ 69,209 | $ 62,223 | $ 197,957 | $ 180,039 |
Costs and operating expenses: | ||||
Costs of revenue, excluding depreciation and amortization of intangible assets | 41,507 | 35,184 | 114,769 | 104,778 |
Research and development | 36,254 | 27,399 | 110,802 | 72,817 |
Sales and marketing | 18,493 | 16,370 | 58,368 | 44,891 |
General and administrative | 37,682 | 34,380 | 105,309 | 79,946 |
Depreciation and amortization expense | 6,397 | 4,340 | 19,719 | 9,330 |
Total costs and operating expenses | 140,333 | 117,673 | 408,967 | 311,762 |
Loss from operations | (71,124) | (55,450) | (211,010) | (131,723) |
Interest income and other (expense) income, net | 1,237 | (382) | 2,109 | (97) |
Loss before expense from income taxes and loss from equity method investment | (69,887) | (55,832) | (208,901) | (131,820) |
Benefit (Expense) from income taxes | (95) | 5,454 | (224) | 5,042 |
Loss from equity method investment | (593) | (554) | (1,355) | (2,095) |
Net loss | (70,575) | (50,932) | (210,480) | (128,873) |
Net loss attributable to non-controlling interest | (491) | 562 | (1,214) | (332) |
Net loss attributable to American Well Corporation | $ (70,084) | $ (51,494) | $ (209,266) | $ (128,541) |
Net loss per share attributable to common stockholders, basic | $ (0.25) | $ (0.20) | $ (0.77) | $ (0.51) |
Net loss per share attributable to common stockholders, diluted | $ (0.25) | $ (0.20) | $ (0.77) | $ (0.51) |
Weighted-average common shares outstanding, basic | 277,389,730 | 257,283,961 | 272,846,985 | 250,115,414 |
Weighted-average common shares outstanding, diluted | 277,389,730 | 257,283,961 | 272,846,985 | 250,115,414 |
Net loss | $ (70,575) | $ (50,932) | $ (210,480) | $ (128,873) |
Other comprehensive loss, net of tax: | ||||
Unrealized gain (loss) on available-for-sale investments | 1,002 | 0 | (360) | (85) |
Foreign currency translation | (11,213) | (2,377) | (24,343) | (2,449) |
Comprehensive loss | (80,786) | (53,309) | (235,183) | (131,407) |
Less: Comprehensive (loss) income attributable to non-controlling interest | (491) | 562 | (1,214) | (332) |
Comprehensive loss attributable to American Well Corporation | $ (80,295) | $ (53,871) | $ (233,969) | $ (131,075) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue from Related Parties | $ 729 | $ 698 | $ 3,106 | $ 11,005 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury 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, 2020 | $ 1,246,197 | $ 2,357 | $ (37,568) | $ 1,841,405 | $ 297 | $ (582,359) | $ 1,224,132 | $ 22,065 |
Beginning balance (in shares) at Dec. 31, 2020 | 235,604,105 | |||||||
Exercise of common stock options | 10,130 | $ 34 | 10,096 | 10,130 | ||||
Exercise of common stock options, Shares | 3,474,375 | |||||||
Vesting of restricted stock units | $ 9 | (9) | ||||||
Vesting of restricted stock units ,Shares | 853,842 | |||||||
Retirement of treasury stock | 37,568 | (15) | (37,553) | |||||
Shares withheld related to net share settlement and retired treasury stock in 2022 | (9,771) | $ (4) | 4 | (9,771) | (9,771) | |||
Shares withheld related to net share settlement and retired treasury stock, Shares | (402,060) | |||||||
Stock-based compensation expense | 8,642 | 8,642 | 8,642 | |||||
Currency translation adjustment | (52) | (52) | (52) | |||||
Unrealized gains (losses) on available-for-sale securities, net of tax | 34 | 34 | 34 | |||||
Net loss | (39,805) | (39,188) | (39,188) | (617) | ||||
Ending balance at Mar. 31, 2021 | 1,215,375 | $ 2,396 | 1,860,123 | 279 | (668,871) | 1,193,927 | 21,448 | |
Ending balance, Shares at Mar. 31, 2021 | 239,530,262 | |||||||
Beginning balance at Dec. 31, 2020 | 1,246,197 | $ 2,357 | $ (37,568) | 1,841,405 | 297 | (582,359) | 1,224,132 | 22,065 |
Beginning balance (in shares) at Dec. 31, 2020 | 235,604,105 | |||||||
Currency translation adjustment | (2,449) | |||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (85) | |||||||
Net loss | (128,873) | |||||||
Ending balance at Sep. 30, 2021 | $ 1,297,662 | $ 2,595 | 2,038,012 | (2,237) | (762,441) | 1,275,929 | 21,733 | |
Ending balance, Shares at Sep. 30, 2021 | 259,365,259 | |||||||
Beginning balance at Mar. 31, 2021 | $ 1,215,375 | $ 2,396 | 1,860,123 | 279 | (668,871) | 1,193,927 | 21,448 | |
Beginning balance (in shares) at Mar. 31, 2021 | 239,530,262 | |||||||
Exercise of common stock options | 6,674 | $ 18 | 6,656 | 6,674 | ||||
Exercise of common stock options, Shares | 1,812,491 | |||||||
Vesting of restricted stock units | $ 9 | (9) | ||||||
Vesting of restricted stock units ,Shares | 844,900 | |||||||
Shares withheld related to net share settlement and retired treasury stock in 2022 | (1,857) | $ (1) | 1 | (1,857) | (1,857) | |||
Shares withheld related to net share settlement and retired treasury stock, Shares | (68,750) | |||||||
Stock-based compensation expense | 10,726 | 10,726 | 10,726 | |||||
Currency translation adjustment | (20) | (20) | (20) | |||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (119) | (119) | (119) | |||||
Net loss | (38,136) | (37,859) | (37,859) | (277) | ||||
Ending balance at Jun. 30, 2021 | 1,192,643 | $ 2,422 | 1,877,497 | 140 | (708,587) | 1,171,472 | 21,171 | |
Ending balance, Shares at Jun. 30, 2021 | 242,118,903 | |||||||
Exercise of common stock options | 1,877 | $ 5 | 1,872 | 1,877 | ||||
Exercise of common stock options, Shares | 491,598 | |||||||
Vesting of restricted stock units | $ 40 | (40) | ||||||
Vesting of restricted stock units ,Shares | 3,989,239 | |||||||
Shares withheld related to net share settlement and retired treasury stock in 2022 | (2,360) | $ (2) | (2) | (2,360) | (2,360) | |||
Shares withheld related to net share settlement and retired treasury stock, Shares | (211,494) | |||||||
Issuance of stock under employee stock purchase plan | 1,599 | $ 2 | 1,597 | 1,599 | ||||
Issuance of stock under employee stock purchase plan,Shares | 178,021 | |||||||
Issuance of common stock in acquisitions | 144,107 | $ 128 | 143,979 | 144,107 | ||||
Issuance of common stock in acquisitions, Shares | 12,798,992 | |||||||
Stock-based compensation expense | 12,388 | 12,388 | 12,388 | |||||
Capital contributed by selling shareholders of acquired businesses | 717 | 717 | 717 | |||||
Currency translation adjustment | (2,377) | (2,377) | (2,377) | |||||
Unrealized gains (losses) on available-for-sale securities, net of tax | 0 | |||||||
Net loss | (50,932) | (51,494) | (51,494) | 562 | ||||
Ending balance at Sep. 30, 2021 | $ 1,297,662 | $ 2,595 | 2,038,012 | (2,237) | (762,441) | 1,275,929 | 21,733 | |
Ending balance, Shares at Sep. 30, 2021 | 259,365,259 | |||||||
Beginning balance at Dec. 31, 2021 | $ 1,260,875 | $ 2,620 | 2,054,275 | (6,353) | (811,284) | 1,239,258 | 21,617 | |
Beginning balance (in shares) at Dec. 31, 2021 | 261,871,587 | |||||||
Exercise of common stock options | 2,465 | $ 10 | 2,455 | 2,465 | ||||
Exercise of common stock options, Shares | 976,644 | |||||||
Vesting of restricted stock units | $ 14 | (14) | ||||||
Vesting of restricted stock units ,Shares | 1,398,305 | |||||||
Issuance of stock under employee stock purchase plan | 1,501 | $ 4 | 1,497 | 1,501 | ||||
Issuance of stock under employee stock purchase plan,Shares | 425,114 | |||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement | 4,298 | $ 10 | 4,288 | 4,298 | ||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement, Shares | 1,020,964 | |||||||
Stock-based compensation expense | 12,085 | 12,085 | 12,085 | |||||
Capital contributed by selling shareholders of acquired businesses | 2,019 | 2,019 | 2,019 | |||||
Currency translation adjustment | (2,951) | (2,951) | (2,951) | |||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (1,251) | (1,251) | (1,251) | |||||
Net loss | (70,253) | (70,037) | (70,037) | (216) | ||||
Ending balance at Mar. 31, 2022 | 1,208,788 | $ 2,658 | 2,076,605 | (10,555) | (881,321) | 1,187,387 | 21,401 | |
Ending balance, Shares at Mar. 31, 2022 | 265,692,614 | |||||||
Beginning balance at Dec. 31, 2021 | 1,260,875 | $ 2,620 | 2,054,275 | (6,353) | (811,284) | 1,239,258 | 21,617 | |
Beginning balance (in shares) at Dec. 31, 2021 | 261,871,587 | |||||||
Currency translation adjustment | (24,343) | |||||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (360) | |||||||
Net loss | (210,480) | |||||||
Ending balance at Sep. 30, 2022 | 1,104,849 | $ 2,753 | 2,133,614 | (31,056) | (1,020,865) | 1,084,446 | 20,403 | |
Ending balance, Shares at Sep. 30, 2022 | 275,250,318 | |||||||
Beginning balance at Mar. 31, 2022 | 1,208,788 | $ 2,658 | 2,076,605 | (10,555) | (881,321) | 1,187,387 | 21,401 | |
Beginning balance (in shares) at Mar. 31, 2022 | 265,692,614 | |||||||
Exercise of common stock options | 1,926 | $ 10 | 1,916 | 1,926 | ||||
Exercise of common stock options, Shares | 1,083,571 | |||||||
Vesting of restricted stock units | $ 16 | (16) | ||||||
Vesting of restricted stock units ,Shares | 1,606,976 | |||||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement | 12,945 | $ 50 | 12,895 | 12,945 | ||||
Issuance of common stock related to Conversa/SilverCloud earn-out settlement, Shares | 4,959,856 | |||||||
Receipt of Section 16(b) disgorgement | 295 | 295 | 295 | |||||
Stock-based compensation expense | 14,907 | 14,907 | 14,907 | |||||
Capital contributed by selling shareholders of acquired businesses | 1,974 | 1,974 | 1,974 | |||||
Currency translation adjustment | (10,179) | (10,179) | (10,179) | |||||
Unrealized gains (losses) on available-for-sale securities, net of tax | (111) | (111) | (111) | |||||
Net loss | (69,652) | (69,145) | (69,145) | (507) | ||||
Ending balance at Jun. 30, 2022 | 1,160,893 | $ 2,734 | 2,108,576 | (20,845) | (950,466) | 1,139,999 | 20,894 | |
Ending balance, Shares at Jun. 30, 2022 | 273,343,017 | |||||||
Exercise of common stock options | 858 | $ 5 | 853 | 858 | ||||
Exercise of common stock options, Shares | 464,622 | |||||||
Vesting of restricted stock units | $ 12 | (12) | ||||||
Vesting of restricted stock units ,Shares | 1,249,647 | |||||||
Shares withheld related to net share settlement and retired treasury stock in 2022 | (360) | $ (1) | (44) | (315) | (360) | |||
Shares withheld related to net share settlement and retired treasury stock, Shares | (85,002) | |||||||
Issuance of stock under employee stock purchase plan | 1,002 | $ 3 | 999 | 1,002 | ||||
Issuance of stock under employee stock purchase plan,Shares | 278,034 | |||||||
Stock-based compensation expense | 21,312 | 21,312 | 21,312 | |||||
Capital contributed by selling shareholders of acquired businesses | 1,930 | 1,930 | 1,930 | |||||
Currency translation adjustment | (11,213) | (11,213) | (11,213) | |||||
Unrealized gains (losses) on available-for-sale securities, net of tax | 1,002 | 1,002 | 1,002 | |||||
Net loss | (70,575) | (70,084) | (70,084) | (491) | ||||
Ending balance at Sep. 30, 2022 | $ 1,104,849 | $ 2,753 | $ 2,133,614 | $ (31,056) | $ (1,020,865) | $ 1,084,446 | $ 20,403 | |
Ending balance, Shares at Sep. 30, 2022 | 275,250,318 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||||
Net loss | $ (70,575) | $ (70,253) | $ (50,932) | $ (39,805) | $ (210,480) | $ (128,873) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization expense | 19,543 | 9,330 | |||||
Provisions for credit losses | 63 | 401 | $ 714 | ||||
Amortization of deferred contract acquisition costs | 1,295 | 1,254 | |||||
Amortization of deferred contract fulfillment costs | 452 | 535 | |||||
Accertion of contingent consideration | 793 | 600 | |||||
Noncash compensation costs incurred by selling shareholders | 5,923 | 717 | |||||
Stock-based compensation expense | 48,419 | 31,756 | |||||
Loss on equity method investment | 593 | 554 | 1,355 | 2,095 | |||
Deferred income taxes | (1,390) | (4,184) | |||||
Changes in operating assets and liabilities, net of acquisition: | |||||||
Accounts receivable | 4,796 | 11,325 | |||||
Inventories | (439) | 28 | |||||
Deferred contract acquisition costs | (2,035) | (1,053) | |||||
Prepaid expenses and other current assets | (924) | 946 | |||||
Other assets | (276) | 319 | |||||
Accounts payable | (5,797) | (1,332) | |||||
Accrued expenses and other current liabilities | 1,166 | (1,564) | |||||
Other long-term liabilities | (25) | (1,784) | |||||
Deferred revenue | (18,023) | (17,130) | |||||
Net cash used in operating activities | (156,377) | (96,614) | |||||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (2) | (221) | |||||
Investment in less than majority owned joint venture | (1,960) | (2,548) | |||||
Purchases of investments | (499,223) | ||||||
Proceeds from sales and maturities of investments | 249,855 | 100,000 | |||||
Acquisitions of business, net of cash acquired | (156,526) | ||||||
Net cash used in and provided by investing activities | (251,330) | (59,295) | |||||
Cash flows from financing activities: | |||||||
Proceeds from exercise of common stock options | 5,323 | 18,539 | |||||
Proceeds from employee stock purchase plan | 2,503 | 1,599 | |||||
Payments for the purchase of treasury stock | (360) | (13,988) | |||||
Payment of deferred offering costs | (1,613) | ||||||
Proceeds from Section 16(b) disgorgement | 295 | ||||||
Payment of contingent consideration | (11,790) | ||||||
Net cash used in and provided by financing activities | (4,029) | 4,537 | |||||
Effect of exchange rates changes on cash, cash equivalents, and restricted cash | (2,079) | (142) | |||||
Net decrease in cash, cash equivalents, and restricted cash | (413,815) | (151,514) | |||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 747,211 | $ 942,711 | 747,211 | 942,711 | 942,711 | ||
Cash, cash equivalents, and restricted cash at end of period | 333,396 | 791,197 | 333,396 | 791,197 | 747,211 | ||
Cash, cash equivalents, and restricted cash at end of period: | |||||||
Cash and cash equivalents | 332,601 | 790,402 | 332,601 | 790,402 | 746,416 | ||
Restricted cash | 795 | 795 | 795 | 795 | |||
Total cash, cash equivalents, and restricted cash at end of period | $ 333,396 | $ 791,197 | 333,396 | 791,197 | $ 747,211 | ||
Supplemental disclosure of cash flow information: | |||||||
Cash (refunded) paid for income taxes | 1,167 | 1,414 | |||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Additions to property and equipment included in accrued expenses and accounts payable | 312 | ||||||
Issuance of common stock in settlement of earnout | $ 17,243 | ||||||
Receivable related to exercise of common stock options | $ 142 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Description of Business American Well Corporation (the “Company”) was incorporated under the laws of the State of Delaware in June 2006. The Company is headquartered in Boston, Massachusetts. The Company is a leading enterprise software company enabling digital delivery of care for healthcare’s key stakeholders. The Company empowers our clients with the core technology and services necessary to successfully develop and distribute virtual care programs that meet their strategic, operational, financial and clinical objectives under their own brands. Acquisitions On August 9, 2021 and August 27, 2021 , the Company completed the acquisitions of Conversa Health Inc. (“Conversa”) and SilverCloud Health Holdings, Inc. (“SilverCloud”), respectively (together, the “Acquisitions”). Conversa is a leader in automated virtual healthcare. SilverCloud is a leading digital mental health platform. See Note 7 “Business Combinations”. Liquidity and Capital Resources The Company expects that its cash, cash equivalents and investments balance as of September 30, 2022 of $ 581,609 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021, that have had a material impact on the consolidated financial statements and related notes. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary for the fair statement of the Company’s the financial position, results of operations and cash flows at the dates and for the periods indicated. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of results for the full 2022 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, the useful lives of intangible assets and property and equipment and the valuation of common stock. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. 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 $ 30,171 and $ 1,587 , respectively, as of September 30, 2022 and $ 29,770 and $ 1,485 , respectively as of December 31, 2021. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 17,296 and $ 18,356 for the three months ended September 30, 2022 and 2021, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended September 30, 2022 and 2021. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 53,088 and $ 53,511 for the nine months ended September 30, 2022 and 2021, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the nine months ended September 30, 2022 and 2021 . 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, 2021, the Company made a capital contribution of $ 2,548 , related to a portion of the phase one capital commitment. In April 2022 the Company made a capital contribution of $ 1,960 related to a portion of the phase one capital commitment. For the three months ended September 30, 2022 and 2021, the Company recognized a loss of $ 593 and $ 554 as its proportionate share of the joint venture’s results of operations, respectively. For the nine months ended September 30, 2022 and 2021, the Company recognized a loss of $ 1,355 and $ 2,095 , respectively. Accordingly, the carrying value of the equity method investment as of September 30, 2022 and December 31, 2021 was $ 773 and $ 168 , respectively. Concentrations of Credit Risk and Significant Customers 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 customers 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 customers. The Company has not experienced significant credit losses from its accounts receivable. As of September 30, 2022 and December 31, 2021, one customer accounted for 21 % and 19 % of outstanding accounts receivable, respectively. During the three months ended September 30, 2022 and 2021, sales to one customer represented 22 % and 26 % of the Company’s total revenue, respectively. During the nine months ended September 30, 2022 and 2021, sales to one customer (which was a related party during the 2021 period) represented 24 % and 25 % of the Company’s total revenue, respectively. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions and clarifying and amending existing guidance. The guidance was adopted effective January 1, 2021 and did no t have a material impact on the condensed consolidated financial statements and disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. The guidance was adopted effective July 1, 2021 and impacted the accounting of acquired deferred revenue for the Conversa and SilverCloud acquisitions that occurred in August 2021. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (‘‘ASU 2016-13’’), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (‘‘ASU 2019-05’’). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. The Company adopted ASU 2016-13 and the related clarifications in 2021 . The adoption did no t have a material effect on the Company’s consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Platform subscription $ 31,912 $ 26,736 $ 90,195 $ 78,112 Visits 28,807 30,042 89,293 85,395 Other 8,490 5,445 18,469 16,532 Total Revenue $ 69,209 $ 62,223 $ 197,957 $ 180,039 Accounts Receivable, Net Accounts receivable primarily consist of amounts billed currently due from customers. 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 customer collection matters, including the aging of unpaid accounts receivable and changes in customer financial conditions. Account balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit losses are recorded as general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Changes in the allowance for credit losses were as follows: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Allowance for credit losses, beginning of the $ 1,809 $ 1,556 Provisions 63 714 Write-offs ( 304 ) ( 461 ) Allowance for credit losses, end of the period $ 1,568 $ 1,809 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 customer. The amount of unbilled accounts receivable included within accounts receivable on the consolidated balance sheet was $ 3,292 and $ 5,697 as of September 30, 2022 and December 31, 2021, resp ectively. The amount of unbilled accounts receivable included within other assets on the consolidated balance sheet was zero as of September 30, 2022 and $ 781 as of December 31, 2021, 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 September 30, 2022 and 2021, the Company recognized revenue of $ 9,368 and $ 16,912 , respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented. For the nine months ended September 30, 2022 and 2021, the Company recognized revenue of $ 49,360 and $ 56,085 , 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 nine months ended September 30, 2022 and December 31, 2021 were as follows: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Total deferred revenue, beginning of the period $ 75,896 $ 74,800 Additions 75,549 123,717 Recognized ( 94,380 ) ( 122,621 ) Total deferred revenue, end of the period $ 57,065 $ 75,896 Current deferred revenue 50,151 68,841 Non-current deferred revenue 6,914 7,055 Total $ 57,065 $ 75,896 Transaction Price Allocated to Remaining Performance Obligations As of September 30, 2022 and December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 171,781 and $ 219,893 , respectively. The substantial majority of the unsatisfied performance obligations will be satisfied over the next three years . As it pertains to the September 30, 2022 amount, the Company expects to recognize 44 % of the transaction price in the 12 month period ended September 30, 2023, in its condensed consolidated statement of operations and comprehensive loss with the remainder recognized thereafter. |
National Telehealth Network
National Telehealth Network | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
National Telehealth Network | 4. National Telehealth Network In 2012, the Company and an affiliate of Anthem, Inc. (now doing business as Elevance Health) formed NTN to expand the availability and adoption of telemedicine. The Company did not have a controlling financial interest in NTN, but it had the ability to exercise significant influence over the operating and financial policies of NTN. Therefore, the Company accounted for its investment in NTN using the equity method of accounting through December 31, 2015. On January 1, 2016, the Company made an additional investment in NTN, which increased its ownership percentage above 50 %. The Company also obtained the right to elect the Chairman of NTN, who has the ability to cast the tie-breaking vote in all decisions. Therefore, on January 1, 2016, the Company obtained control over NTN and has the power to direct the activities that most significantly impact NTN’s economic performance. This step-acquisition was accounted for as a business combination and the results of the operations of NTN from January 1, 2016, have been included in the Company’s condensed consolidated financial statements. However, because the Company owns less than 100 % of NTN, the Company recognizes net loss attributable to non-controlling interest in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the ownership interest retained in NTN by the respective non-controlling party. The proportionate share of the (income)/loss attributed to the non-controlling interest amounted to $ 491 and $( 562 ) for the three months ended September 30, 2022 and 2021, respectively. The proportionate share of the loss attributed to the non-controlling interest amounted to $ 1,214 and $ 332 for the nine months ended September 30, 2022 and 2021, respectively. The carrying value of the non-controlling interest was $ 20,403 and $ 21,617 as of September 30, 2022 and December 31, 2021 , respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 243,538 $ — $ — $ 243,538 U.S government securities — 249,008 — $ 249,008 Total financial assets: $ 243,538 $ 249,008 $ — $ 492,546 December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds $ 671,107 $ — $ — $ 671,107 Total financial assets: $ 671,107 $ — $ — $ 671,107 Contingent consideration $ — $ — $ 16,450 $ 16,450 Total financial liabilities: $ — $ — $ 16,450 $ 16,450 The Company’s cash equivalents were invested in money market funds and were valued based on Level 1 inputs. The Company’s investments consisted of U.S. government agency bonds and were valued based on Level 2 inputs. In determining the fair value of its U.S. government agency bonds, the Company relied on quoted prices for similar securities in active markets or other inputs that are observable or can be corroborated by observable market data. The Company has classified its net liability for contingent earnout considerations relating to the Acquisitions within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which included the Monte Carlo method that uses key assumptions to model future revenue and costs of goods sold projections. A description of the Acquisitions is included within Note 7. The contingent earnout payments for each acquisition are based on the achievement of certain revenue thresholds. During the nine months ended September 30, 2022 the fair value of the contingent earnout consideration decreased due to the Company signing an amendment to the agreement accelerating the determination of the Conversa revenue earn-out as of March 31, 2022 that resulted in the issuance of 1,020,964 shares of Class A Common Stock, and signing an amendment to the agreement accelerating the determination of the SilverCloud revenue earn-out as of May 11, 2022 that resulted in the issuance of 4,959,856 shares of Class A Common Stock, which resulted in a net accretion to the contingent considerations of $ 793 . Nine Months Ended September 30, 2022 Beginning Balance as of January 1 $ 16,450 Accretion of contingent consideration 793 Fair value adjustment — Earned amount issued to shareholders in Class A Common Stock ( 17,243 ) Ending Balance $ — During the nine months ended September 30, 2022 , there were no transfers between fair value measurement levels. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 6. Investments As of September 30, 2022 and December 31, 2021, the fair value of the Company’s investments by type of security was as follows: September 30, 2022 Amortized Gross Gross Fair Value Assets: U.S government securities $ 249,368 — $ ( 360 ) $ 249,008 $ 249,368 $ — $ ( 360 ) $ 249,008 December 31, 2021 Amortized Gross Gross Fair Value Assets: U.S government securities $ — $ — $ — $ — $ — $ — $ — $ — |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 7. Business Combinations On August 27, 2021 , the Company completed the acquisition of SilverCloud through a merger in which SilverCloud became a wholly-owned subsidiary of the Company. The cash consideration paid was $ 105,195 net of cash acquired of $ 12,239 . The stock consideration was comprised of 8.1 million shares of the Company’s Class A common stock valued at $ 85,571 , and escrow share consideration of $ 6,376 . SilverCloud is a leading digital mental health platform. The Company is obligated to pay an earn-out of up to $ 40,000 contingent upon SilverCloud achieving certain revenue thresholds for the year ending December 31, 2022. The Company estimated the fair value of the contingent consideration as of the acquisition date to be $ 29,360 . The contingent consideration is subject to remeasurement at each reporting date until December 31, 2022, with the remeasurement adjustment reported in the consolidated statement of operations and comprehensive loss. T he Company signed an amendment to the agreement accelerating the determination of the SilverCloud revenue earn-out as of May 11, 2022, which resulted in the issuance of 4,959,856 shares of Class A Common Stock. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $ 4,854 which included transaction costs from financial and legal advisors and other transaction related fees and were recognized as incurred in the Company’s consolidated statement of operations and comprehensive loss in general and administrative expenses. On August 9, 2021 , the Company completed the acquisition of Conversa through a merger in which Conversa became a wholly-owned subsidiary of the Company. The cash consideration paid was $ 51,331 net of cash acquired of $ 9,735 . The stock consideration was comprised of 4.7 million shares of the Company’s Class A common stock valued at $ 52,160 . Conversa is a leader in automated virtual healthcare. The Company is obligated to pay an earn-out of up to $ 30,000 contingent upon Conversa achieving certain integration thresholds in the first quarter of 2022, and certain revenue thresholds for the year ending December 31, 2022. The Company estimated the fair value of the contingent consideration as of the acquisition date to be $ 15,230 . The contingent consideration is subject to remeasurement at each reporting date until December 31, 2022, with the remeasurement adjustment reported in the consolidated statement of operations and comprehensive loss. The integration milestone was achieved in December 2021 and $ 15,000 was paid in January 2022. T he Company signed an amendment to the agreement accelerating the determination of the Conversa revenue earn-out as of March 31, 2022, which resulted in the issuance of 1,020,964 shares of Class A Common Stock. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $ 2,435 which included transaction costs from financial and legal advisors and other transaction related fees and were recognized as incurred in the Company’s consolidated statement of operations and comprehensive loss in general and administrative expenses. The Acquisitions were accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of the Acquisitions were integrated within the consolidated financial statements commencing on the aforementioned acquisition dates. Actual revenue and losses of the Acquisitions since the acquisition date as well as pro forma combined results of operations for the Acquisitions have not been presented because the effect of the Acquisitions was not material to the Company’s consolidated financial results for the periods presented. The following table summarizes the fair value estimates of the assets acquired and liabilities assumed for the SilverCloud and Conversa acquisitions at the respective acquisition dates. The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets with significant estimates such as revenue projections. In the third quarter of 2022, the Company recorded a $ 522 decrease in goodwill related to the assessment of the tax attributes of the business combination for SilverCloud. The allocation of the consideration transferred to the assets acquired and liabilities assumed for the Acquisitions is final. Identifiable assets acquired and liabilities assumed: SilverCloud Conversa Health Purchase consideration: Cash consideration, net of cash acquired $ 105,195 $ 51,331 Stock consideration 85,571 52,160 Contingent consideration 29,360 15,230 Escrow share consideration 6,376 Working capital adjustment ( 300 ) ( 127 ) Total consideration transferred $ 226,202 $ 118,594 Allocation of consideration transferred: Accounts receivable $ 2,630 $ 3,651 Identifiable intangible assets 78,146 34,700 Other assets 491 4,604 Total assets acquired 81,267 42,955 Current liabilities 2,155 8,463 Deferred revenue 5,813 4,655 Other long-term liabilities 11,035 115 Total liabilities assumed 19,003 13,233 Goodwill $ 163,938 $ 88,872 $ 226,202 $ 118,594 The amount allocated to goodwill reflects the benefits the Company expects to realize from post-acquisition cross selling opportunities from integrating customer relationships and from the growth of the respective acquisitions’ operations. The following are the identifiable intangible assets acquired in the Acquisitions and their respective weighted average useful lives, as determined based on initial valuations. The estimated fair value of the Technology and Tradename was determined using a relief from royalty method and the estimated fair value of the Customer relationships was determined using the excess earnings method: SilverCloud Weighted Conversa Health Weighted Technology $ 34,996 5.0 $ 20,400 5.0 Tradename 10,800 7.0 4,200 5.0 Customer relationships 32,350 10.0 10,100 10.0 Total $ 78,146 $ 34,700 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill consisted of the following: Nine Months Ended September 30, 2022 Beginning Balance as of January 1 $ 442,761 Goodwill acquired — Purchase accounting adjustment ( 522 ) Currency translation adjustments ( 17,043 ) Ending Balance $ 425,196 Identified intangible assets consisted of the following: Gross Accumulated Carrying Weighted September 30, 2022 Customer relationships $ 79,445 $ ( 22,805 ) $ 56,640 7.6 Contractor relationships 535 ( 278 ) 257 6.3 Tradename 13,002 ( 2,239 ) 10,763 5.2 Technology 86,328 ( 26,697 ) 59,631 4.5 $ 179,310 $ ( 52,019 ) $ 127,291 Gross Accumulated Carrying Weighted December 31, 2021 Customer relationships $ 81,053 $ ( 16,842 ) $ 64,211 8.2 Contractor relationships 535 ( 247 ) 288 7.0 Trade name 14,435 ( 706 ) 13,729 5.8 Technology 90,464 ( 16,283 ) 74,181 5.0 $ 186,487 $ ( 34,078 ) $ 152,409 Amortization expense related to intangible assets for the three months ended September 30, 2022 and 2021 was $ 6,045 and $ 3,819 , respectively. Amortization expense related to intangible assets for the nine months ended September 30, 2022 and 2021 was $ 18,559 and $ 7,675 , respectively. Estimated future amortization expense of the identified intangible assets as of September 30, 2022, is as follows: 2022 $ 5,945 2023 23,733 2024 23,749 2025 23,733 2026 19,624 Thereafter 30,507 $ 127,291 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: September 30, 2022 December 31, 2021 Employee compensation and benefits $ 18,360 $ 21,572 Professional services 11,420 8,766 Earned contingent consideration — 15,000 Provider services 5,872 5,473 Other 9,529 7,900 Total $ 45,181 $ 58,711 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10. 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 September 30, 2022 and December 31, 2021. Common Stock The Company’s Amended and Restated Certificate of Incorporation which authorizes capital stock of 1,000,000,000 shares of Class A common stock, par value $ 0.01 per share, 100,000,000 shares of Class B common stock, par value $ 0.01 per share, and 200,000,000 shares of Class C common stock, par value $ 0.01 per share. Except for the rights noted below, each share of Class A, Class B and Class C common stock have the same rights, are equal in all respects and are treated by us as one class of shares. Each share of Class A and Class C common stock is entitled to one vote per share on all matters presented for a vote, except that Class C common stock does not have the right to vote for elections of directors. Subject to certain conditions, Class B common stock is collectively entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C common stock and any other preferred stock entitled to vote under the certificate of incorporation at such time (resulting in the Class B common stock collectively holding 51% of the total outstanding voting power) , and each share of Class B common stock will be entitled to a number of votes equal to the total number of votes held by all Class B common stock divided by the total number of then outstanding shares of Class B common stock. Shares of Class B and Class C common stock will be converted into shares of Class A common stock on a one-for-one basis upon the occurrence of certain events. Shares of Class B common stock will automatically convert on the first business day (i) after the date on which the outstanding shares of Class B common stock constitutes less than 5% of the aggregate number of shares of common stock then outstanding, (ii) after the date on which neither founder is serving as an executive officer or (iii) following seven years after the date the amended and restated certificate of incorporation becomes effective, provided that, such period may, to the extent permitted by law and applicable stock exchange rules, be extended for three years upon the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class A common stock entitled to vote thereon, voting separately as a class. Shares of Class C common stock will be convertible at the option of the holder upon determination that a Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) filing is not necessary prior to the holder’s conversion of such shares or, if required, upon expiration or termination of the HSR waiting period. In the three and nine months ended September 30, 2022, no shares of Class B common stock were converted to Class A common stock. As of September 30, 2022, the par value of the Class A, Class B and Class C shares was $ 2,422 , $ 275 , and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 242,304,366 242,304,366 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 275,250,318 275,250,318 As of September 30, 2022 and December 31, 2021, the Company had reserved 69,899,299 and 61,989,749 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. The 2020 Plan is administered by the board of directors with respect to awards to non-employee directors and by the compensation committee, with respect to other participants, are collectively, referred to as the plan administrator. The exercise prices, vesting and other restrictions are determined at the discretion of the plan administrator. Options issued under the Plans are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Activity under the Plans is as follows: Number of Weighted Weighted Average Aggregate Outstanding as of January 1, 2022 15,893,755 $ 4.81 5.9 $ 23,876 Granted — — Forfeited ( 1,779,566 ) 6.13 Expired ( 49,542 ) 5.63 Exercised ( 2,524,837 ) 2.08 Outstanding as of September 30, 2022 11,539,810 $ 4.81 5.7 $ 6,198 Vested and expected to vest as of December 31, 2021 15,395,398 $ 4.61 5.8 $ 23,752 Vested and expected to vest as of September 30, 2022 11,405,421 $ 5.00 5.7 $ 2,823 Options exercisable as of December 31, 2021 13,407,882 $ 4.38 5.5 $ 23,120 Options exercisable as of September 30, 2022 10,658,813 $ 4.92 5.6 $ 2,826 No options were granted in the nine months ended September 30, 2022 and 2021. Restricted Stock Units Activity for the restricted stock units is as follows: Shares Weighted Average Unvested as of January 1, 2022 11,718,813 $ 19.63 Granted 12,880,812 4.21 Vested ( 4,254,928 ) 12.04 Forfeited ( 2,012,379 ) 8.70 Unvested as of September 30, 2022 18,332,318 $ 7.20 The total grant date fair value of RSU’s granted for the nine months ended September 30, 2022 was $ 54,282 . Restricted stock units vest over the service period of one to four years . The aggregate intrinsic value of restricted stock units vested for the nine months ended September 30, 2022 and 2021 was $ 18,304 and $ 77,949 , respectively. Restricted Stock Units with a Market Condition In the nine months ended September 30, 2022 the Company granted performance-based market condition share awards to certain members of the Company’s management team, which entitle these employees with the right to receive shares of common stock, upon achievement of certain market capitalization milestones measured over a rolling thirty day trading-period, subject to the satisfaction of the applicable service vesting conditions. The performance-based market condition share awards for management (other than the co-CEOs) consist of six tranches with six separate specified award values that become payable upon the achievement of certain market capitalization milestones, which can result in a vesting range of up to 12,275,886 shares. Also in 2022 the Company granted performance-based market condition share awards to the co-CEOs, which entitle these employees with the right to receive shares of common stock, upon achievement of certain market capitalization milestones measured over a rolling thirty day trading-period, subject to the satisfaction of the applicable service vesting conditions. The performance-based market condition share awards for the co-CEOs consist of eight tranches with eight separate specified award values that become payable upon the achievement of certain market capitalization milestones (subject to specified vesting caps during each of the first two years of the performance period), which can result in a vesting range of up to 7,500,000 shares for each co-CEO. As of September 30, 2022 , no portion of the performance- based market condition share awards have satisfied both the applicable market capitalization milestones and the service vesting conditions and, as such, no awards have vested. These performance-based market condition share awards have a performance period of three years . Shares Weighted Average Unvested as of January 1, 2022 — $ — Granted 27,275,886 2.32 Vested — — Cancelled/Forfeited ( 1,568,889 ) 2.62 Unvested as of September 30, 2022 25,706,997 $ 2.30 The total grant-date fair value of performance-based market condition share awards granted during the nine months ended September 30, 2022 was $ 63,157 and no performance-based market condition share awards were granted during the nine months ended September 30, 2021. The weighted average estimated fair value of the performance-based market condition share awards granted during the nine months ended September 30, 2022 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Nine Months Ended September 30, 2022 Risk-free rate 2.34 % Term to end of performance period (yrs) 3 years Valuation date stock price $ 3.50 Expected volatility 75 % Expected dividend yield 0 % 2020 Employee Stock Purchase Plan During the nine months ended September 30, 2021 , the Company had 178,021 issued any shares under the ESPP. During the nine months ended September 30, 2022, the Company issued 703,148 shares under the ESPP. As of September 30, 2022 4,501,960 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 427 $ 436 $ 1,188 $ 1,346 Research and development 2,750 2,173 7,631 5,851 Selling and marketing 2,045 2,033 5,144 6,022 General and administrative 16,090 7,746 34,341 18,537 Total $ 21,312 $ 12,388 $ 48,304 $ 31,756 As of September 30, 2022, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $ 112,729 , which is expected to be recognized over a weighted-average period of 2.7 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Indemnification The Company’s arrangements generally include certain provisions for indemnifying customers against third-party claims asserting infringement of certain intellectual property rights in the ordinary course of business. The Company also regularly indemnifies customers 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 customer. In addition, the Company indemnifies its officers, directors and certain key employees while they are serving in good faith in their capacities. Through September 30, 2022 and December 31, 2021 , there have been no claims under any indemnification provisions. Litigation From time to time, and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. On September 14, 2020, the Company received a letter from Teladoc Health, Inc. ("Teladoc") alleging that certain of the Company’s cart products and associated peripherals infringe upon their patents. On October 12, 2020, Teladoc filed a claim against the Company related to these allegations. On June 30, 2022, the claim was dismissed pursuant to a confidential settlement between the parties. As of September 30, 2022 and December 31, 2021 , 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 | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes As a result of the Company’s history of net operating losses (“NOL”), the Company continues to maintain a full valuation allowance against its domestic net deferred tax assets. For the three and nine months ended September 30, 2022, the Company recognized an income tax expense of $ 95 and $ 224 , primarily due to state and foreign income tax. During the three and nine months ended September 30, 2021 , the Company recorded income tax benefit of $ 5,454 and $ 5,042 , primarily due to a partial release of valuation allowance in the U.S resulting from the deferred tax liabilities established as part of the Acquisitions consummated during the quarter. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 13. Related-Party Transactions Philips Holding USA, Inc. Philips Holding USA, Inc. (“Philips”) was determined to be a related party through June 2021, because a member of the Company’s board of directors was the Business Leader of Philips Population Health Management. Prior to the board member’s departure from Philips in June 2021, the Company recognized revenue of $ 1,658 , from contracts with this customer. Anthem Inc. Anthem Inc. (“Anthem”) was determined to be a related party through February 2021, because a member of the Company’s board of directors served as the Vice President of Anthem. Prior to that director's departure from Anthem in February 2021 the Company recognized revenue of $ 7,218 from contracts with this customer. Cleveland Clinic Cleveland Clinic is a related party because a member of the Company’s board of directors is an executive advisor to Cleveland Clinic. As of September 30, 2022 and December 31, 2021, the Company held total deferred revenue of $ 132 and $ 456 , respectively from contracts with this customer. As of September 30, 2022 and December 31, 2021, amounts due from Cleveland Clinic were $ 164 and $ 441 , respectively. During the three months ended September 30, 2022 and 2021, the Company recognized revenue of $ 310 and $ 286 , respectively, from contracts with this customer. During the nine months ended September 30, 2022 and 2021, the Company recognized revenue of $ 1,764 and $ 816 , respectively, from contracts with this customer. CCAW, JV LLC CCAW, JV LLC is a related party because it is a joint venture formed between the Company and Cleveland Clinic for which the Company has a minority owned interest in. During the year ended December 31, 2020, the Company made an initial investment in CCAW, JV LLC of $ 2,940 for its less than 50 % interest in the joint venture. During the nine months ended September 30, 2021 , the Company made a capital contribution of $ 2,548 , related to a portion of the phase one capital commitment. During the nine months ended September 30, 2022 the Company made a capital contribution of $ 1,960 related to a portion of the phase one capital commitment. During the three months ended September 30, 2022 and 2021 the Company recognized revenue of $ 419 and $ 412 from contracts with this customer, respectively. During the nine months ended September 30, 2022 and 2021, the Company recognized revenue of $ 1,342 and $ 1,286 from contracts with this customer, respectively. As of September 30, 2022 and December 31, 2021, the Company held total deferred revenue of $ 219 and $ 1,426 , respectively, from contracts with this customer. As of September 30, 2022 and December 31, 2021, amounts due from CCAW, JV LLC were zero and $ 1,613 . |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 14. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 70,575 ) $ ( 50,932 ) $ ( 210,480 ) $ ( 128,873 ) Net loss attributable to non-controlling interest ( 491 ) 562 ( 1,214 ) ( 332 ) Net loss attributable to American Well Corporation $ ( 70,084 ) $ ( 51,494 ) $ ( 209,266 ) $ ( 128,541 ) Denominator: Weighted-average common shares outstanding 277,389,730 257,283,961 272,846,985 250,115,414 Net loss per share attributable to common $ ( 0.25 ) $ ( 0.20 ) $ ( 0.77 ) $ ( 0.51 ) The Company’s potential dilutive securities, which include stock options, unvested restricted stock units and unvested performance market-based stock units, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Unvested restricted stock units 16,178,486 7,162,432 16,178,486 7,162,432 Unvested performance market-based stock units 25,706,997 — 25,706,997 — Options to purchase shares of common stock 11,539,810 17,002,356 11,539,810 17,002,356 53,425,293 24,164,788 53,425,293 24,164,788 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary for the fair statement of the Company’s the financial position, results of operations and cash flows at the dates and for the periods indicated. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of results for the full 2022 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, the useful lives of intangible assets and property and equipment and the valuation of common stock. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. |
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 $ 30,171 and $ 1,587 , respectively, as of September 30, 2022 and $ 29,770 and $ 1,485 , respectively as of December 31, 2021. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 17,296 and $ 18,356 for the three months ended September 30, 2022 and 2021, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended September 30, 2022 and 2021. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 53,088 and $ 53,511 for the nine months ended September 30, 2022 and 2021, respectively. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the nine months ended September 30, 2022 and 2021 . |
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, 2021, the Company made a capital contribution of $ 2,548 , related to a portion of the phase one capital commitment. In April 2022 the Company made a capital contribution of $ 1,960 related to a portion of the phase one capital commitment. For the three months ended September 30, 2022 and 2021, the Company recognized a loss of $ 593 and $ 554 as its proportionate share of the joint venture’s results of operations, respectively. For the nine months ended September 30, 2022 and 2021, the Company recognized a loss of $ 1,355 and $ 2,095 , respectively. Accordingly, the carrying value of the equity method investment as of September 30, 2022 and December 31, 2021 was $ 773 and $ 168 , respectively. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers 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 customers 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 customers. The Company has not experienced significant credit losses from its accounts receivable. As of September 30, 2022 and December 31, 2021, one customer accounted for 21 % and 19 % of outstanding accounts receivable, respectively. During the three months ended September 30, 2022 and 2021, sales to one customer represented 22 % and 26 % of the Company’s total revenue, respectively. During the nine months ended September 30, 2022 and 2021, sales to one customer (which was a related party during the 2021 period) represented 24 % and 25 % of the Company’s total revenue, respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions and clarifying and amending existing guidance. The guidance was adopted effective January 1, 2021 and did no t have a material impact on the condensed consolidated financial statements and disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. The guidance was adopted effective July 1, 2021 and impacted the accounting of acquired deferred revenue for the Conversa and SilverCloud acquisitions that occurred in August 2021. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (‘‘ASU 2016-13’’), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (‘‘ASU 2019-05’’). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. The Company adopted ASU 2016-13 and the related clarifications in 2021 . The adoption did no t have a material effect on the Company’s consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Platform subscription $ 31,912 $ 26,736 $ 90,195 $ 78,112 Visits 28,807 30,042 89,293 85,395 Other 8,490 5,445 18,469 16,532 Total Revenue $ 69,209 $ 62,223 $ 197,957 $ 180,039 |
Summary of Changes in the Allowance for Credit Losses | Changes in the allowance for credit losses were as follows: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Allowance for credit losses, beginning of the $ 1,809 $ 1,556 Provisions 63 714 Write-offs ( 304 ) ( 461 ) Allowance for credit losses, end of the period $ 1,568 $ 1,809 |
Summary of Significant Changes in the Company's Deferred Revenue | Changes in the Company’s deferred revenue balance for the nine months ended September 30, 2022 and December 31, 2021 were as follows: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Total deferred revenue, beginning of the period $ 75,896 $ 74,800 Additions 75,549 123,717 Recognized ( 94,380 ) ( 122,621 ) Total deferred revenue, end of the period $ 57,065 $ 75,896 Current deferred revenue 50,151 68,841 Non-current deferred revenue 6,914 7,055 Total $ 57,065 $ 75,896 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 Level 1 Level 2 Level 3 Total Money market funds $ 243,538 $ — $ — $ 243,538 U.S government securities — 249,008 — $ 249,008 Total financial assets: $ 243,538 $ 249,008 $ — $ 492,546 December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds $ 671,107 $ — $ — $ 671,107 Total financial assets: $ 671,107 $ — $ — $ 671,107 Contingent consideration $ — $ — $ 16,450 $ 16,450 Total financial liabilities: $ — $ — $ 16,450 $ 16,450 |
Summary of Contingent Earnout Payments for Each Acquisition | Nine Months Ended September 30, 2022 Beginning Balance as of January 1 $ 16,450 Accretion of contingent consideration 793 Fair value adjustment — Earned amount issued to shareholders in Class A Common Stock ( 17,243 ) Ending Balance $ — |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt securities, available-for-sale | As of September 30, 2022 and December 31, 2021, the fair value of the Company’s investments by type of security was as follows: September 30, 2022 Amortized Gross Gross Fair Value Assets: U.S government securities $ 249,368 — $ ( 360 ) $ 249,008 $ 249,368 $ — $ ( 360 ) $ 249,008 December 31, 2021 Amortized Gross Gross Fair Value Assets: U.S government securities $ — $ — $ — $ — $ — $ — $ — $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Identifiable Assets Acquired and Liabilities Assumed | Identifiable assets acquired and liabilities assumed: SilverCloud Conversa Health Purchase consideration: Cash consideration, net of cash acquired $ 105,195 $ 51,331 Stock consideration 85,571 52,160 Contingent consideration 29,360 15,230 Escrow share consideration 6,376 Working capital adjustment ( 300 ) ( 127 ) Total consideration transferred $ 226,202 $ 118,594 Allocation of consideration transferred: Accounts receivable $ 2,630 $ 3,651 Identifiable intangible assets 78,146 34,700 Other assets 491 4,604 Total assets acquired 81,267 42,955 Current liabilities 2,155 8,463 Deferred revenue 5,813 4,655 Other long-term liabilities 11,035 115 Total liabilities assumed 19,003 13,233 Goodwill $ 163,938 $ 88,872 $ 226,202 $ 118,594 |
Summary of Identifiable Intangible Assets Acquired and Weighted Average Useful Lives | The following are the identifiable intangible assets acquired in the Acquisitions and their respective weighted average useful lives, as determined based on initial valuations. The estimated fair value of the Technology and Tradename was determined using a relief from royalty method and the estimated fair value of the Customer relationships was determined using the excess earnings method: SilverCloud Weighted Conversa Health Weighted Technology $ 34,996 5.0 $ 20,400 5.0 Tradename 10,800 7.0 4,200 5.0 Customer relationships 32,350 10.0 10,100 10.0 Total $ 78,146 $ 34,700 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following: Nine Months Ended September 30, 2022 Beginning Balance as of January 1 $ 442,761 Goodwill acquired — Purchase accounting adjustment ( 522 ) Currency translation adjustments ( 17,043 ) Ending Balance $ 425,196 |
Schedule of Finite-Lived Intangible Assets | Identified intangible assets consisted of the following: Gross Accumulated Carrying Weighted September 30, 2022 Customer relationships $ 79,445 $ ( 22,805 ) $ 56,640 7.6 Contractor relationships 535 ( 278 ) 257 6.3 Tradename 13,002 ( 2,239 ) 10,763 5.2 Technology 86,328 ( 26,697 ) 59,631 4.5 $ 179,310 $ ( 52,019 ) $ 127,291 Gross Accumulated Carrying Weighted December 31, 2021 Customer relationships $ 81,053 $ ( 16,842 ) $ 64,211 8.2 Contractor relationships 535 ( 247 ) 288 7.0 Trade name 14,435 ( 706 ) 13,729 5.8 Technology 90,464 ( 16,283 ) 74,181 5.0 $ 186,487 $ ( 34,078 ) $ 152,409 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense of the identified intangible assets as of September 30, 2022, is as follows: 2022 $ 5,945 2023 23,733 2024 23,749 2025 23,733 2026 19,624 Thereafter 30,507 $ 127,291 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, 2022 December 31, 2021 Employee compensation and benefits $ 18,360 $ 21,572 Professional services 11,420 8,766 Earned contingent consideration — 15,000 Provider services 5,872 5,473 Other 9,529 7,900 Total $ 45,181 $ 58,711 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock | As of September 30, 2022, the par value of the Class A, Class B and Class C shares was $ 2,422 , $ 275 , and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 242,304,366 242,304,366 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 275,250,318 275,250,318 |
Activity under Plans | Activity under the Plans is as follows: Number of Weighted Weighted Average Aggregate Outstanding as of January 1, 2022 15,893,755 $ 4.81 5.9 $ 23,876 Granted — — Forfeited ( 1,779,566 ) 6.13 Expired ( 49,542 ) 5.63 Exercised ( 2,524,837 ) 2.08 Outstanding as of September 30, 2022 11,539,810 $ 4.81 5.7 $ 6,198 Vested and expected to vest as of December 31, 2021 15,395,398 $ 4.61 5.8 $ 23,752 Vested and expected to vest as of September 30, 2022 11,405,421 $ 5.00 5.7 $ 2,823 Options exercisable as of December 31, 2021 13,407,882 $ 4.38 5.5 $ 23,120 Options exercisable as of September 30, 2022 10,658,813 $ 4.92 5.6 $ 2,826 |
Summary of Unvested Restricted Stock Unit Activity | Activity for the restricted stock units is as follows: Shares Weighted Average Unvested as of January 1, 2022 11,718,813 $ 19.63 Granted 12,880,812 4.21 Vested ( 4,254,928 ) 12.04 Forfeited ( 2,012,379 ) 8.70 Unvested as of September 30, 2022 18,332,318 $ 7.20 |
Summary of Performance-based Market Condition Share Awards | Shares Weighted Average Unvested as of January 1, 2022 — $ — Granted 27,275,886 2.32 Vested — — Cancelled/Forfeited ( 1,568,889 ) 2.62 Unvested as of September 30, 2022 25,706,997 $ 2.30 |
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 nine months ended September 30, 2022 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Nine Months Ended September 30, 2022 Risk-free rate 2.34 % Term to end of performance period (yrs) 3 years Valuation date stock price $ 3.50 Expected volatility 75 % Expected dividend yield 0 % |
Stock-Based Compensation Expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 427 $ 436 $ 1,188 $ 1,346 Research and development 2,750 2,173 7,631 5,851 Selling and marketing 2,045 2,033 5,144 6,022 General and administrative 16,090 7,746 34,341 18,537 Total $ 21,312 $ 12,388 $ 48,304 $ 31,756 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 70,575 ) $ ( 50,932 ) $ ( 210,480 ) $ ( 128,873 ) Net loss attributable to non-controlling interest ( 491 ) 562 ( 1,214 ) ( 332 ) Net loss attributable to American Well Corporation $ ( 70,084 ) $ ( 51,494 ) $ ( 209,266 ) $ ( 128,541 ) Denominator: Weighted-average common shares outstanding 277,389,730 257,283,961 272,846,985 250,115,414 Net loss per share attributable to common $ ( 0.25 ) $ ( 0.20 ) $ ( 0.77 ) $ ( 0.51 ) |
Summary of Antidilutive Securities Excluded From Computation of Net Loss Per Share | The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Unvested restricted stock units 16,178,486 7,162,432 16,178,486 7,162,432 Unvested performance market-based stock units 25,706,997 — 25,706,997 — Options to purchase shares of common stock 11,539,810 17,002,356 11,539,810 17,002,356 53,425,293 24,164,788 53,425,293 24,164,788 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 27, 2021 | Aug. 09, 2021 | Sep. 30, 2022 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Cash, cash equivalents and investments | $ 581,609 | ||
Conversa Health Inc. [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Effective date of acquisition | Aug. 09, 2021 | ||
Silver Cloud Health Holdings, Inc. [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Effective date of acquisition | Aug. 27, 2021 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 13, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 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 | $ 1,231,774 | $ 1,231,774 | $ 1,445,836 | |||||
Total liabilities | 126,925 | 126,925 | $ 184,961 | |||||
Payment to acquire interest in joint venture | 1,960 | $ 2,548 | ||||||
Share of the net profit loss in the operations of joint venture | $ (593) | $ (554) | $ (1,355) | $ (2,095) | ||||
Accounting Standards Update 2019-12 [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2021 | Jan. 01, 2021 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2021-08 [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jul. 01, 2021 | Jul. 01, 2021 | ||||||
Accounting Standards Update 2016-13 [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Dec. 31, 2021 | Dec. 31, 2021 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Customer Concentration Risk | Accounts Receivable [Member] | Related Party Customer One [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of net total revenue | 21% | 19% | ||||||
Customer Concentration Risk | Revenue Benchmark [Member] | Related Party Customer One [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of net total revenue | 22% | 26% | 24% | 25% | ||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Total assets | $ 30,171 | $ 30,171 | $ 29,770 | |||||
Total liabilities | 1,587 | 1,587 | 1,485 | |||||
Total revenue | 17,296 | $ 18,356 | 53,088 | $ 53,511 | ||||
Variable Interest Entity, Primary Beneficiary [Member] | CCACV JV LLC [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Payment to acquire interest in joint venture | $ 2,940 | |||||||
Percentage of ownership interest in joint venture | 49% | |||||||
Estimated additional total capital contributions necessary | $ 11,800 | |||||||
Additional capital contribution related to portion of phase one capital commitment | $ 1,960 | $ 2,548 | ||||||
Share of the net profit loss in the operations of joint venture | (593) | $ (554) | (1,355) | $ (2,095) | ||||
Equity method investment carrying value | $ 773 | $ 773 | $ 168 | |||||
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 69,209 | $ 62,223 | $ 197,957 | $ 180,039 |
Platform Subscription [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 31,912 | 26,736 | 90,195 | 78,112 |
Visits [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 28,807 | 30,042 | 89,293 | 85,395 |
Others [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 8,490 | $ 5,445 | $ 18,469 | $ 16,532 |
Revenue - Summary of Changes in
Revenue - Summary of Changes in the Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Allowance for credit losses, beginning of the period | $ 1,809 | $ 1,556 | $ 1,556 |
Provisions | 63 | $ 401 | 714 |
Write-offs | (304) | (461) | |
Allowance for credit losses, end of the period | $ 1,568 | $ 1,809 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue From Contract With Customer Line Items [Line Items] | |||||
Contract liability revenue recognized | $ 9,368 | $ 16,912 | $ 49,360 | $ 56,085 | |
Transaction price allocated to remaining performance obligations | $ 171,781 | $ 171,781 | $ 219,893 | ||
Performance obligation percentage of transaction price to recognized in the next twelve months | 44% | 44% | |||
Other Assets [Member] | |||||
Revenue From Contract With Customer Line Items [Line Items] | |||||
Unbilled receivables noncurrent | $ 0 | $ 0 | 781 | ||
Accounts Receivable [Member] | |||||
Revenue From Contract With Customer Line Items [Line Items] | |||||
Unbilled receivables current | $ 3,292 | $ 3,292 | $ 5,697 |
Revenue - Summary of Contract w
Revenue - Summary of Contract with Customer Asset and Liability (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Total deferred revenue, beginning of the period | $ 75,896 | $ 74,800 |
Additions | 75,549 | 123,717 |
Recognized | (94,380) | (122,621) |
Total deferred revenue, end of the period | 57,065 | 75,896 |
Contract with Customer, Liability, Current | 50,151 | 68,841 |
Contract with Customer, Liability, Noncurrent | 6,914 | 7,055 |
Total | $ 57,065 | $ 75,896 |
Revenue - Summary of Contract_2
Revenue - Summary of Contract with Customer Liability Current and Non Current (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Current deferred revenue | $ 50,151 | $ 68,841 | |
Non-current deferred revenue | 6,914 | 7,055 | |
Total | $ 57,065 | $ 75,896 | $ 74,800 |
Revenue - Additional Informat_2
Revenue - Additional Information (Detail1) | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | ||
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: 2022-10-01 | ||
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 | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 01, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Loss from equity method investments | $ 491 | $ (562) | $ 1,214 | $ 332 | ||
Noncontrolling Interest [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Non controlling interest carrying value | $ 20,403 | $ 20,403 | $ 21,617 | |||
Minimum [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 50% | |||||
Maximum [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 100% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 492,546 | $ 671,107 |
Total financial liabilities | 16,450 | |
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 243,538 | 671,107 |
U.S Government Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 249,008 | |
Contingent Consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 16,450 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 243,538 | 671,107 |
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 | 243,538 | 671,107 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 249,008 | |
Fair Value, Inputs, Level 2 [Member] | U.S Government Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 249,008 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 16,450 | |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 16,450 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 11, 2022 | Aug. 27, 2021 | Aug. 09, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Transfer from level one to level two fair value assets | $ 0 | ||||
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 | ||||
Silver Cloud Health Holdings, Inc. [Member] | Common Class A [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Number of shares issued | 4,959,856 | 8,100,000 | |||
Conversa Health Inc. [Member] | Common Class A [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Net accretion to contingent considerations | $ 793,000 | ||||
Number of shares issued | 4,700,000 | 1,020,964 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Contingent Earnout Payments for Each Acquisition (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Beginning Balance as of January 1 | $ 16,450 | |
Accretion of contingent consideration | 793 | $ 600 |
Earned amount issued to shareholders in Class A Common Stock | $ (17,243) |
Investments - Debt Securities,
Investments - Debt Securities, Available-For-Sale (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 249,368 |
Gross Unrealized Losses | (360) |
Fair Value | 249,008 |
U.S government securities [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 249,368 |
Gross Unrealized Losses | (360) |
Fair Value | $ 249,008 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
May 11, 2022 | Aug. 27, 2021 | Aug. 09, 2021 | Jan. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Earn-out contingent consideration | $ 16,450 | ||||||
Silver Cloud Health Holdings, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Effective date of acquisition | Aug. 27, 2021 | ||||||
Cash consideration paid | $ 105,195 | ||||||
Cash acquired from acquisition | 12,239 | ||||||
Aggregate merger consideration, escrow share consideration | 6,376 | ||||||
Earn-out contingent consideration | 40,000 | ||||||
Fair value of contingent consideration of acquisition date | 29,360 | ||||||
Acquisition related costs | $ 4,854 | ||||||
Decrease in goodwill of tax attributes of the business combinations | $ (522) | ||||||
Silver Cloud Health Holdings, Inc. [Member] | Common Class A [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate merger consideration, shares | 4,959,856 | 8,100,000 | |||||
Aggregate merger consideration, stock value | $ 85,571 | ||||||
Conversa Health Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Effective date of acquisition | Aug. 09, 2021 | ||||||
Cash consideration paid | $ 51,331 | ||||||
Cash acquired from acquisition | 9,735 | ||||||
Integration milestone payments | $ 15,000 | ||||||
Earn-out contingent consideration | 30,000 | ||||||
Fair value of contingent consideration of acquisition date | 15,230 | ||||||
Acquisition related costs | $ 2,435 | ||||||
Conversa Health Inc. [Member] | Common Class A [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate merger consideration, shares | 4,700,000 | 1,020,964 | |||||
Aggregate merger consideration, stock value | $ 52,160 |
Business Combinations - Schedul
Business Combinations - Schedule of Identifiable Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Aug. 27, 2021 | Aug. 09, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Allocation of consideration transferred: | ||||
Goodwill | $ 425,196 | $ 442,761 | ||
Silver Cloud Health Holdings, Inc. [Member] | ||||
Purchase consideration: | ||||
Cash consideration paid | $ 105,195 | |||
Stock consideration | 85,571 | |||
Contingent consideration | 29,360 | |||
Escrow share consideration | 6,376 | |||
Working capital adjustment | (300) | |||
Total consideration transferred | 226,202 | |||
Allocation of consideration transferred: | ||||
Accounts receivable | 2,630 | |||
Identifiable intangible assets | 78,146 | |||
Other assets | 491 | |||
Total assets acquired | 81,267 | |||
Current liabilities | 2,155 | |||
Deferred revenue | 5,813 | |||
Other long-term liabilities | 11,035 | |||
Total liabilities assumed | 19,003 | |||
Goodwill | 163,938 | |||
Total purchase consideration | $ 226,202 | |||
Conversa Health Inc. [Member] | ||||
Purchase consideration: | ||||
Cash consideration paid | $ 51,331 | |||
Stock consideration | 52,160 | |||
Contingent consideration | 15,230 | |||
Working capital adjustment | (127) | |||
Total consideration transferred | 118,594 | |||
Allocation of consideration transferred: | ||||
Accounts receivable | 3,651 | |||
Identifiable intangible assets | 34,700 | |||
Other assets | 4,604 | |||
Total assets acquired | 42,955 | |||
Current liabilities | 8,463 | |||
Deferred revenue | 4,655 | |||
Other long-term liabilities | 115 | |||
Total liabilities assumed | 13,233 | |||
Goodwill | 88,872 | |||
Total purchase consideration | $ 118,594 |
Business Combinations - Summary
Business Combinations - Summary of Identifiable Intangible Assets Acquired and Weighted Average Useful Lives (Detail) - USD ($) $ in Thousands | Aug. 27, 2021 | Aug. 09, 2021 |
Silver Cloud Health Holdings, Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 78,146 | |
Conversa Health Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 34,700 | |
Technology [Member] | Silver Cloud Health Holdings, Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 34,996 | |
Weighted Average Life (Years) | 5 years | |
Technology [Member] | Conversa Health Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 20,400 | |
Weighted Average Life (Years) | 5 years | |
Tradename [Member] | Silver Cloud Health Holdings, Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 10,800 | |
Weighted Average Life (Years) | 7 years | |
Tradename [Member] | Conversa Health Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 4,200 | |
Weighted Average Life (Years) | 5 years | |
Customer relationships [Member] | Silver Cloud Health Holdings, Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 32,350 | |
Weighted Average Life (Years) | 10 years | |
Customer relationships [Member] | Conversa Health Inc. [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets acquired | $ 10,100 | |
Weighted Average Life (Years) | 10 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning Balance as of January 1 | $ 442,761 |
Purchase accounting adjustment | (522) |
Currency translation adjustments | (17,043) |
Ending Balance | $ 425,196 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of finite lived Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 179,310 | $ 186,487 |
Accumulated Amortization | (52,019) | (34,078) |
Carrying Value | 127,291 | 152,409 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 79,445 | 81,053 |
Accumulated Amortization | (22,805) | (16,842) |
Carrying Value | $ 56,640 | $ 64,211 |
Weighted Average Remaining Life | 7 years 7 months 6 days | 8 years 2 months 12 days |
Contractor relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 535 | $ 535 |
Accumulated Amortization | (278) | (247) |
Carrying Value | $ 257 | $ 288 |
Weighted Average Remaining Life | 6 years 3 months 18 days | 7 years |
Trade name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 13,002 | $ 14,435 |
Accumulated Amortization | (2,239) | (706) |
Carrying Value | $ 10,763 | $ 13,729 |
Weighted Average Remaining Life | 5 years 2 months 12 days | 5 years 9 months 18 days |
Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 86,328 | $ 90,464 |
Accumulated Amortization | (26,697) | (16,283) |
Carrying Value | $ 59,631 | $ 74,181 |
Weighted Average Remaining Life | 4 years 6 months | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 6,045 | $ 3,819 | $ 18,559 | $ 7,675 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite Lived Intangible Assets Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 5,945 | |
2023 | 23,733 | |
2024 | 23,749 | |
2025 | 23,733 | |
2026 | 19,624 | |
Thereafter | 30,507 | |
Carrying Value | $ 127,291 | $ 152,409 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 18,360 | $ 21,572 |
Professional services | 11,420 | 8,766 |
Earned contingent consideration | 15,000 | |
Provider services | 5,872 | 5,473 |
Other | 9,529 | 7,900 |
Total | $ 45,181 | $ 58,711 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Tranche $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Preferred stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Common stock authorized | 1,300,000,000 | 1,300,000,000 | ||
Common stock reserve for issuance | 69,899,299 | 69,899,299 | 61,989,749 | |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of stock granted | $ | $ 54,282 | |||
Aggregate intrinsic value of restricted stock units vested | $ | $ 18,304 | $ 77,949 | ||
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 | $ | $ 63,157 | |||
Performance period | 3 years | |||
Number of Unvested shares | 25,706,997 | 25,706,997 | ||
Shares, granted | 27,275,886 | 0 | ||
Performance-based Market Condition Share Awards [Member] | CO-CEOs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Trading period | 30 days | |||
Number of tranches | Tranche | 8 | |||
Performance period | 2 years | |||
Performance-based Market Condition Share Awards [Member] | Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Trading period | 30 days | |||
Number of tranches | Tranche | 6 | |||
Performance-based Market Condition Share Awards [Member] | Maximum [Member] | CO-CEOs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Unvested shares | 7,500,000 | 7,500,000 | ||
Performance-based Market Condition Share Awards [Member] | Maximum [Member] | Management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Unvested shares | 12,275,886 | 12,275,886 | ||
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 | 703,148 | 178,021 | ||
Shares available for issuance | 4,501,960 | |||
Equity Award Plan [Member] | Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation | $ | $ 112,729 | $ 112,729 | ||
Weighted-average period | 2 years 8 months 12 days | |||
Common Class A [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, voting rights | one | |||
Common stock per share | $ / shares | $ 2,422 | $ 2,422 | ||
Common Class B [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, voting rights | (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C common stock and any other preferred stock entitled to vote under the certificate of incorporation at such time (resulting in the Class B common stock collectively holding 51% of the total outstanding voting power) | |||
Number of shares converted | 0 | 0 | ||
Common stock per share | $ / shares | $ 275 | $ 275 | ||
Common Class C [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, voting rights | one | |||
Common stock per share | $ / shares | $ 56 | $ 56 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock (Detail) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Shares Authorized | 1,300,000,000 | |
Shares Issued | 275,250,318 | |
Shares Outstanding | 275,250,318 | |
Class A [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Shares Issued | 242,304,366 | 229,402,453 |
Shares Outstanding | 242,304,366 | 229,402,453 |
Class B [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 100,000,000 | 100,000,000 |
Shares Issued | 27,390,397 | 26,913,579 |
Shares Outstanding | 27,390,397 | 26,913,579 |
Class C [Member] | ||
Class of Stock [Line Items] | ||
Shares Authorized | 200,000,000 | 200,000,000 |
Shares Issued | 5,555,555 | 5,555,555 |
Shares Outstanding | 5,555,555 | 5,555,555 |
Stockholders' Equity - Activity
Stockholders' Equity - Activity under Plans (Detail) - 2020 Equity Incentive Plan [Member] $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, beginning of period | shares | 15,893,755 | |
Number of Shares, Forfeited | shares | (1,779,566) | |
Number of Shares, Expired | shares | (49,542) | |
Number of Shares, Exercised | shares | (2,524,837) | |
Number of Shares, Outstanding, end of period | shares | 11,539,810 | 15,893,755 |
Number of Shares, Vested and expected to vest | shares | 11,405,421 | 15,395,398 |
Number of Shares, Options exercisable | shares | 10,658,813 | 13,407,882 |
Number of Shares, Outstanding, Weighted Average Exercise Price, beginning of period | $ / shares | $ 4.81 | |
Number of Shares, Forfeited, Weighted Average Exercise Price | $ / shares | 6.13 | |
Number of Shares, Expired, Weighted Average Exercise Price | $ / shares | 5.63 | |
Number of Shares, Exercised, Weighted Average Exercise Price | $ / shares | 2.08 | |
Number of Shares, Outstanding, Weighted Average Exercise Price, end of period | $ / shares | 4.81 | $ 4.81 |
Number of Shares,Vested and expected to vest, Weighted Average Exercise Price, end of period | $ / shares | 5 | 4.61 |
Number of Shares, Options exercisable, Weighted Average Exercise Price, end of period | $ / shares | $ 4.92 | $ 4.38 |
Number of Shares, Outstanding, Weighted Average Remaining Contractual Term (years) | 5 years 8 months 12 days | 5 years 10 months 24 days |
Number of Shares, Vested and expected to vest, Weighted Average Remaining Contractual Term (years) | 5 years 8 months 12 days | 5 years 9 months 18 days |
Number of Shares, Options exercisable, Weighted Average Remaining Contractual Term (years) | 5 years 7 months 6 days | 5 years 6 months |
Number of Shares, Outstanding, Aggregate Intrinsic Value | $ | $ 6,198 | $ 23,876 |
Number of Shares, Vested and expected to vest, Aggregate Intrinsic Value | $ | 2,823 | 23,752 |
Number of Shares, Options exercisable, Aggregate Intrinsic Value | $ | $ 2,826 | $ 23,120 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Unvested Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Class of Stock [Line Items] | |
Shares, Unvested as of January 1, 2022 | shares | 11,718,813 |
Shares, Granted | shares | 12,880,812 |
Shares, Vested | shares | (4,254,928) |
Shares, Forfeited | shares | (2,012,379) |
Shares, Unvested as of September 30, 2022 | shares | 18,332,318 |
Weighted Average Grant Date Fair Value, Unvested as of January 1, 2022 | $ / shares | $ 19.63 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 4.21 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 12.04 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 8.70 |
Weighted Average Grant Date Fair Value, Unvested as of September 30, 2022 | $ / shares | $ 7.20 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Performance-based Market Condition Share Awards (Detail) - Performance-based Market Condition Share Awards [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Shares, Granted | 27,275,886 | 0 |
Shares, Cancelled/Forfeited | (1,568,889) | |
Shares, Unvested as of September 30, 2022 | 25,706,997 | |
Weighted Average Grant Date Fair Value, Granted | $ 2.32 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | 2.62 | |
Weighted Average Grant Date Fair Value, Unvested as of September 30, 2022 | $ 2.30 |
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] | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free rate | 2.34% |
Term to end of performance period (yrs) | 3 years |
Valuation date stock price | $ 3.50 |
Expected volatility | 75% |
Expected dividend yield | 0% |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | $ 21,312 | $ 12,388 | $ 48,304 | $ 31,756 |
Cost of revenues [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | 427 | 436 | 1,188 | 1,346 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | 2,750 | 2,173 | 7,631 | 5,851 |
Selling and marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | 2,045 | 2,033 | 5,144 | 6,022 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expenses | $ 16,090 | $ 7,746 | $ 34,341 | $ 18,537 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 95 | $ (5,454) | $ 224 | $ (5,042) |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Revenues recognized from related party | $ (94,380) | $ (122,621) | ||||||
Deferred revenue | $ 57,065 | 57,065 | 75,896 | $ 74,800 | ||||
Payment to acquire interest in joint venture | 1,960 | $ 2,548 | ||||||
CCAW JV LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Deferred revenue | 219 | 219 | 1,426 | |||||
Revenues recognized from related party | 419 | $ 412 | 1,342 | 1,286 | ||||
Due from related parties | 0 | 0 | 1,613 | |||||
Payment to acquire interest in joint venture | 1,960 | 2,548 | $ 2,940 | |||||
Equity method investment, ownership percentage | 50% | |||||||
Philips Holding USA Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenues recognized from related party | $ 1,658 | |||||||
Anthem Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenues recognized from related party | $ 7,218 | |||||||
Cleveland Clinic [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Deferred revenue | 132 | 132 | 456 | |||||
Revenues recognized from related party | 310 | $ 286 | 1,764 | $ 816 | ||||
Due from related parties | $ 164 | $ 164 | $ 441 |
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 | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (70,575) | $ (69,652) | $ (70,253) | $ (50,932) | $ (38,136) | $ (39,805) | $ (210,480) | $ (128,873) |
Net loss attributable to non-controlling interest | (491) | 562 | (1,214) | (332) | ||||
Net loss attributable to American Well Corporation | $ (70,084) | $ (51,494) | $ (209,266) | $ (128,541) | ||||
Denominator: | ||||||||
Weighted-average common shares outstanding, basic | 277,389,730 | 257,283,961 | 272,846,985 | 250,115,414 | ||||
Weighted-average common shares outstanding, diluted | 277,389,730 | 257,283,961 | 272,846,985 | 250,115,414 | ||||
Net loss per share attributable to common stockholders, basic | $ (0.25) | $ (0.20) | $ (0.77) | $ (0.51) | ||||
Net loss per share attributable to common stockholders, diluted | $ (0.25) | $ (0.20) | $ (0.77) | $ (0.51) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded From Computation of Earning Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 53,425,293 | 24,164,788 | 53,425,293 | 24,164,788 |
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 | 16,178,486 | 7,162,432 | 16,178,486 | 7,162,432 |
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 | 25,706,997 | 0 | 25,706,997 | 0 |
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 | 11,539,810 | 17,002,356 | 11,539,810 | 17,002,356 |