UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State of incorporation) |
(I.R.S. Employer |
(Address of registrant’s principal executive offices)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 27, 2023, the number of shares of the registrant’s Class A common stock outstanding was
American Well Corporation
QUARTERLY REPORT ON FORM 10-Q
For the period ended September 30, 2023
TABLE OF CONTENTS
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Page
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PART I |
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Item 1. |
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Condensed Consolidated Balance Sheet as of September 30, 2023 (unaudited) and December 31, 2022 |
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4 |
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5 |
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7 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
36 |
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Item 6. |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
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September 30, 2023 |
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December 31, 2022 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Investments |
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— |
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Accounts receivable ($ |
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Inventories |
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Deferred contract acquisition costs |
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Prepaid expenses and other current assets |
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Total current assets |
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Restricted cash |
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Property and equipment, net |
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Goodwill |
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— |
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Intangible assets, net |
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Operating lease right-of-use asset |
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Deferred contract acquisition costs, net of current portion |
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Other assets |
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Investment in minority owned joint venture (Note 2) |
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— |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Operating lease liability, current |
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Deferred revenue ($ |
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Total current liabilities |
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Other long-term liabilities |
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Operating lease liability, net of current portion |
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Deferred revenue, net of current portion ($ |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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( |
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Accumulated deficit |
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( |
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( |
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Total American Well Corporation stockholders’ equity |
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Non-controlling interest |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
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($ |
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$ |
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$ |
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$ |
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$ |
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Costs and operating expenses: |
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Costs of revenue, excluding depreciation and amortization of intangible assets |
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Research and development |
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Sales and marketing |
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General and administrative |
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Depreciation and amortization expense |
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Goodwill Impairment |
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— |
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— |
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Total costs and operating expenses |
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Loss from operations |
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( |
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( |
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Interest income and other income (expense), net |
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Loss before expense from income taxes and loss from |
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Expense from income taxes |
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Loss from equity method investment |
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Net loss |
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( |
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Net loss attributable to non-controlling interest |
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( |
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( |
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( |
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Net loss attributable to American Well Corporation |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net loss per share attributable to common stockholders, |
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$ |
( |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding, basic and diluted |
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Net loss |
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$ |
( |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Unrealized gain (loss) on available-for-sale investments |
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( |
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( |
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Foreign currency translation |
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( |
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( |
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( |
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Comprehensive loss |
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( |
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( |
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( |
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Less: Comprehensive loss attributable to |
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( |
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( |
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( |
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( |
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Comprehensive loss attributable to American Well Corporation |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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American Well |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Income (Loss) |
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Deficit |
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Equity |
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Interest |
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Equity |
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Balances as of January 1, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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Exercise of common stock options |
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— |
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— |
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— |
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Vesting of restricted stock units, including units with a market condition |
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( |
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— |
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— |
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— |
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— |
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— |
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Shares repurchased and retired |
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( |
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— |
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— |
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— |
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( |
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( |
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— |
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Issuance of stock under employee stock purchase plan |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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Unrealized gains on available-for- |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balances as of March 31, 2023 |
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( |
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( |
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Exercise of common stock options |
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— |
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— |
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— |
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Vesting of restricted stock units, including units with a market condition |
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( |
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— |
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— |
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— |
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— |
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— |
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Shares repurchased and retired |
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( |
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( |
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— |
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( |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Currency translation adjustment |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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Unrealized gains on available-for- |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balances as of June 30, 2023 |
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( |
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( |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Vesting of restricted stock units |
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( |
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— |
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— |
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— |
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— |
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— |
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Issuance of stock under employee stock purchase plan |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Currency translation adjustment |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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Unrealized losses on available-for- |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balances as of September 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
AMERICAN WELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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American |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Income (Loss) |
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Deficit |
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Equity |
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Interest |
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Equity |
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Balances as of January 1, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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$ |
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Exercise of common stock options |
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— |
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— |
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— |
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Vesting of restricted stock units |
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( |
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— |
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— |
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— |
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— |
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— |
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Issuance of stock under employee stock purchase plan |
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— |
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— |
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— |
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Issuance of common stock related to Conversa earn-out settlement |
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