American Well Corp

Previous wording

the continuation of the Defense Health Agency relationship beyond July of 2025 with comparable financial terms.

Current wording

the continuation of the Defense Health Agency relationship beyond July 2026 with comparable financial terms.

Previous wording

As of December 31, 2024, we powered the digital care programs of approximately 50 health plans, which collectively represent more than 80 million covered lives, as well as approximately 100 of the nation’s largest health systems. Since inception, we have powered approximately 34.4 million virtual care visits for our clients, including approximately 1.3 million in the three months ended March 31, 2025.

Current wording

As of December 31, 2024, we powered the digital care programs of approximately 50 health plans, which collectively represent more than 80 million covered lives, as well as approximately 100 of the nation’s largest health systems. Since inception, we have powered approximately 35.6 million virtual care visits for our clients, including approximately 2.5 million in the six months ended June 30, 2025.

Previous wording

Total subscription fees received were $32.2 million and $24.9 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Total subscription fees received were $40.4 million and $27.5 million for the three months ended June 30, 2025 and 2024, respectively, and $72.7 million and $52.4 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Fees received from AMG-related visits were $26.6 million and $31.1 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Fees received from AMG-related visits were $22.8 million and $28.7 million for the three months ended June 30, 2025 and 2024, respectively, and $49.4 million and $59.8 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Fees received from the provision of services and Carepoint devices were $8.0 million and $3.6 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Fees received from the provision of services and Carepoint devices were $7.7 million and $6.6 million for the three months ended June 30, 2025 and 2024, respectively, and $15.7 million and $10.1 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

In the three months ended March 31, 2025, our clients completed a total of 1.3 million visits using our enterprise software, while in the three months ended March 31, 2024, 1.7 million visits were completed. AMG providers accounted for 29% and 24% of total visits performed using our enterprise software during the three months ended March 31, 2025 and 2024, respectively.

Current wording

In the six months ended June 30, 2025, our clients completed a total of 2.5 million visits using our enterprise software, while in the six months ended June 30, 2024, 3.2 million visits were completed. AMG providers accounted for 27% and 24% of total visits performed using our enterprise software during the six months ended June 30, 2025 and 2024, respectively.

Previous wording

We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) gain on disposition, (iii) tax benefit and expense, (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and strategic transformation costs and (vii) capitalized software costs.

Current wording

We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) gain on divestiture, (iii) tax benefit and expense, (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and strategic transformation costs and (vii) capitalized software costs.

Previous wording

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three months ended March 31, 2025 and 2024:

Current wording

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three and six months ended June 30, 2025 and 2024:

Previous wording

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses that focus on transforming the strategy of the Company’s sales and growth organization as well as our overall cost structure during the three months ended March 31, 2025 and 2024.

Current wording

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses that focus on transforming the strategy of the Company’s sales and growth organization as well as our overall cost structure during the three and six months ended June 30, 2025 and 2024.

Previous wording

In the three months ended March 31, 2025 and 2024, the Company recorded charges of $3.5 million and $8.7 million, respectively, in connection with severance and strategic transformation costs. The Company has executed a series of individual actions designed to maintain or improve our operating results and profitability. The Company continues to evaluate potential actions and may incur additional strategic transformation costs in future periods.

Current wording

In the three months ended June 30, 2025 and 2024, the Company recorded charges of $2.5 million and $5.3 million, respectively, in connection with severance and strategic transformation costs. In the six months ended June 30, 2025 and 2024, the Company recorded charges of $6.0 million and $14.0 million, respectively, in connection with severance and strategic transformation costs. The Company has executed a series of individual actions designed to maintain or improve our operating results and profitability. The Company continues to evaluate potential actions and may incur additional strategic transformation costs in future periods.

Previous wording

Our strategic transformation actions include transformational consulting, headcount reductions, and other related transitional amounts to maintain our competitive footprint. Strategic transformation actions are generally funded within twelve months of initiation and are funded by cash flows from operating activities and existing cash balances. We plan to incur additional strategic transformation costs in order to align our recurring cost structure with our current revenue profile. The timing and amount of the incurrence of such future strategic transformation costs are dependent on market conditions, customer actions and other factors.

Current wording

Our strategic transformation actions include transformational consulting, headcount reductions, and other related transitional amounts to maintain our competitive footprint. Strategic transformation actions are generally funded within twelve months of initiation and are funded by cash flows from operating activities and existing cash balances. We may incur additional strategic transformation costs in order to align our recurring cost structure with our current revenue profile. The timing and amount of the incurrence of such future strategic transformation costs are dependent on market conditions, customer actions and other factors.

Previous wording

The following table sets forth our summarized condensed consolidated statement of operations data for the three months ended March 31, 2025 and 2024 and the dollar and percentage change between the respective periods:

Current wording

The following table sets forth our summarized condensed consolidated statement of operations data for the three and six months ended June 30, 2025 and 2024 and the dollar and percentage change between the respective periods:

Previous wording

For the three months ended March 31, 2025, subscription revenue increased $7.3 million due to timing of revenue recognition related to arrangements with several strategic customers. Other revenue increased $4.4 million primarily related to professional services performed for our strategic customers. The sale of APC resulted in a decrease in visit revenue of $6.1 million in the three months ended March 31, 2025, which was partially offset by an increase in visit revenue of $2.1 million related to virtual primary care and special program visits.

Current wording

For the six months ended June 30, 2025, subscription revenue increased $20.3 million due to timing of revenue recognition related to arrangements with several strategic customers. Other revenue increased $5.6 million primarily related to professional services performed for our strategic customers. The sale of APC resulted in a decrease in visit revenue of $12.4 million in the six months ended June 30, 2025, which was partially offset by an increase in visit revenue of $2.0 million related to virtual primary care and special program visits.

Previous wording

For the three months ended March 31, 2025, the decrease in cost of revenue was primarily driven by a decrease in provider costs of $5.4 million, mainly due to the sale of APC. Employee costs decreased $3.4 million due to a headcount reduction of 16% period over period. There was also a decrease in third party related costs of $1.2 million. The decreases were partially offset by an increase in marketing services provided for customers of $1.5 million. The Company's cost savings measures continue to have a positive impact on gross margin.

Current wording

For the six months ended June 30, 2025, the decrease in cost of revenue was primarily driven by a decrease in provider costs of $9.9 million, mainly due to the sale of APC. Employee costs decreased $7.2 million due to a headcount reduction of 17% period over period. There was also a decrease in third party related costs of $1.6 million. The decreases were partially offset by an increase in marketing services provided for customers of $1.4 million. The Company's cost savings measures continue to have a positive impact on gross margin.

Previous wording

For the three months ended March 31, 2025, there was a decrease in employee-related costs of $2.0 million (due to headcount reduction of 8% period over period and reduced stock compensation expense). There was also a decrease of $1.9 million in consulting spend as the peak development of the Amwell Converge platform is complete.

Current wording

For the six months ended June 30, 2025, there was a decrease in employee-related costs of $4.5 million (due to headcount reduction of 11% period over period and reduced stock compensation expense). There was also a decrease of $1.7 million in consulting spend as the peak development of the Amwell Converge platform is complete and due to cost savings measures put into place a decrease of $0.5 million in third party software costs.

Previous wording

For the three months ended March 31, 2025, there was a decrease in employee-related costs of $7.9 million (due to headcount reduction of 34% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in marketing spend of $1.1 million and a decrease in consulting spend of $3.8 million.

Current wording

For the three months ended June 30, 2025, there was a decrease in employee-related costs of $4.4 million (due to headcount reduction of 41% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in marketing spend of $0.4 million and cost consulting spend of $0.6 million.

Previous wording

For the three months ended March 31, 2025, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $6.9 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions of 25% period over period. In addition, consulting spend decreased $2.5 million, as a result of cost savings measures put into place.

Current wording

For the three months ended June 30, 2025, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $5.5 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions of 27% period over period. In addition, consulting spend decreased $0.4 million, as a result of cost savings measures put into place. In the prior year there was strategic cost consulting spend of $3.0 million that did not occur in the current year. These decreases were partially offset by an increase in legal costs of $2.2 million as the Company continues diligence and discovery related to various ongoing legal matters.

Previous wording

Depreciation expense remained consistent for the three months ended March 31, 2025. For the three months ended March 31, 2025, amortization expense decreased by $0.4 million due to the sale of intangible assets in connection with the APC sale.

Current wording

Depreciation expense remained consistent for the three months ended June 30, 2025. For the three months ended June 30, 2025, amortization expense decreased by $0.1 million due to the sale of intangible assets in connection with the APC sale.

Previous wording

For the three months ended March 31, 2025 and 2024, interest income and other (expense) income, net consist entirely of interest income and gains from our cash equivalents and short-term investments.

Current wording

For the three and six months ended June 30, 2025 and 2024, interest income and other (expense) income, net consist entirely of interest income and gains from our cash equivalents and short-term investments.

Previous wording

Income tax expense was $0.6 million for the three months ended March 31, 2025, compared to income tax expense of $1.3 million for the three months ended March 31, 2024.

Current wording

Income tax benefit was $0.7 million and $0.2 million for the three and six months ended June 30, 2025, compared to income tax expense of $0.1 million and $1.4 million for the three and six months ended June 30, 2024.

Previous wording

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 virtual care. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investments in CCAW, JV LLC using the equity method of accounting.

Current wording

In 2019, 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 virtual care. During the quarter ended June 30, 2025, the companies determined that these care services could be provided through partnering between the two entities and that the joint venture was no longer necessary to achieve care delivery. Therefore, the joint venture will wind down during the second half of 2025. 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 investments in CCAW, JV LLC using the equity method of accounting.

Previous wording

During the three months ended March 31, 2025 and 2024, the Company recognized a loss of $0.8 million and $0.9 million, respectively, as its proportionate share of the joint venture results of operations.

Current wording

During the three months ended June 30, 2025 and 2024, the Company recognized a loss of $0.7 million and $0.8 million, respectively, as its proportionate share of the joint venture results of operations. During the six months ended June 30, 2025 and 2024, the Company recognized a loss of $1.5 million and $1.7 million, respectively, as its proportionate share of the joint venture results of operations.

Previous wording

Our principal sources of liquidity were cash and cash equivalents totaling $222.4 million and $228.3 million as of March 31, 2025 and December 31, 2024, respectively, which were held for a variety of growth initiatives and investments as well as working capital purposes. Our cash and cash equivalents are comprised of money market funds.

Current wording

Our principal sources of liquidity were cash and cash equivalents totaling $219.1 million and $228.3 million as of June 30, 2025 and December 31, 2024, respectively, which were held for a variety of growth initiatives and investments as well as working capital purposes. Our cash and cash equivalents are comprised of money market funds.

Previous wording

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $30.4 million and a net loss of $18.4 million for the three months ended March 31, 2025 and had an accumulated deficit of $1,984.6 million as of March 31, 2025.

Current wording

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $50.8 million and a net loss of $37.9 million for the six months ended June 30, 2025 and had an accumulated deficit of $2,004.3 million as of June 30, 2025.

Previous wording

Cash used in operating activities was $25.1 million for the three months ended March 31, 2025. The primary driver of this use of cash was our net loss of $18.4 million. The net loss was partially offset by non-cash expenses of $6.0 million (primarily stock-based compensation of $7.3 million and depreciation and amortization of $7.8 million, offset by net gain on divestiture of $10.7 million).

Current wording

Cash used in operating activities was $29.8 million for the six months ended June 30, 2025. The primary driver of this use of cash was our net loss of $37.9 million. The net loss was partially offset by non-cash expenses of $22.5 million (primarily stock-based compensation of $13.3 million and depreciation and amortization of $16.0 million, offset by net gain on divestiture of $10.7 million).

Previous wording

Cash used in operating activities was $59.8 million for the three months ended March 31, 2024. The primary driver of this use of cash was our net loss of $73.4 million. The net loss was partially offset by non-cash expenses of $26.9 million (primarily net gain on divestiture of $10.7 million, stock-based compensation of $16.2 million and depreciation and amortization of $8.2 million).

Current wording

Cash used in operating activities was $81.5 million for the six months ended June 30, 2024. The primary driver of this use of cash was our net loss of $124.0 million. The net loss was partially offset by non-cash expenses of $46.2 million (primarily stock-based compensation of $26.1 million and depreciation and amortization of $16.5 million). The net loss was reflective of the investments made back into the Company (from a technology and infrastructure perspective), partially offset by the overall growth of our business including expansion of business with existing clients.

Previous wording

Cash provided by investing activities was $19.4 million for the three months ended March 31, 2025. Cash provided by investing activities consisted of $20.4 million in proceeds from divestiture offset by $1.0 million minority investment in a strategic technology partner.

Current wording

Cash provided by investing activities was $19.4 million for the six months ended June 30, 2025. Cash provided by investing activities consisted of $20.4 million in proceeds from divestiture offset by $1.0 million minority investment in a strategic technology partner.

Previous wording

Cash used in investing activities was $4.6 million for the three months ended March 31, 2024. Cash used in investing activities consisted of $2.8 million in capitalized software development costs and $1.7 million investment in the less than majority owned joint venture.

Current wording

Cash used in investing activities was $9.8 million for the six months ended June 30, 2024. Cash used in investing activities consisted of $8.0 million in capitalized software development costs and $1.7 million investment in the less than majority owned joint venture.

Previous wording

Cash provided by financing activities for the three months ended March 31, 2025, was $0.5 million. Cash provided by financing activities consisted of $0.5 million of proceeds from the employee stock purchase plan.

Current wording

Cash provided by financing activities for the six months ended June 30, 2025, was $0.5 million. Cash provided by financing activities consisted of $0.5 million of proceeds from the employee stock purchase plan.

Previous wording

Cash provided by financing activities for the three months ended March 31, 2024, was $1.0 million. Cash provided by financing activities consisted of $1.0 million of proceeds from the employee stock purchase plan.

Current wording

Cash provided by financing activities for the six months ended June 30, 2024, was $1.0 million. Cash provided by financing activities consisted of $1.0 million of proceeds from the employee stock purchase plan.