Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock is listed on the NYSE under the symbol “AMWL” and began trading on September 17, 2020.
Holders
On March 12, 2021, there were 525 stockholders of record of our Class A common stock, two stockholders of record of our Class B common stock and one stockholder of record of our Class C common stock. The actual number of holders of our Class A common stock is greater than the number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees. The number of holders of record present here also do not include stockholders whose shares may be held in trust by other entities.
Dividends
We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying cash dividends on our capital stock in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
The information required hereunder will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
Recent Sales of Unregistered Securities
There were no sales of unregistered equity securities during the quarter ended December 31, 2020.
Purchase of Equity Securities
The following table provides information about the Company’s purchases of its common stock for each month during the fourth quarter of the fiscal year covered by this report:
Period
(a) Total number
of shares (or
units) purchased*
(b) Average price
paid per share (or
unit)*
(c) Total number
of shares (or
units) purchased
as part of
publicly
announced plans
or programs
(d) Maximum
number (or
approximate
dollar value) of
shares (or units)
that may yet be
purchased under
the plans or
programs
October 1 to October 31
211,462
$
29.24
—
—
November 1 to November 30
65,185
$
29.04
—
—
December 1 to December 31
188,072
$
27.65
—
—
Total
464,719
$
28.57
—
—
*
Shares withheld to cover tax withholding obligations under the net settlement provision upon vesting of restricted stock units
Performance Graph
The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of American Well Corporation under the Securities Act or the Exchange Act.
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The following graph compares the cumulative total stockholder return on our Class A common stock with the comparable cumulative return of the Russell 2000 composite index from September 17, 2020 to December 31, 2020 . The graph assumes that $100 was invested in our Class A common stock and in each index on September 17, 2020 , the date our Class A common stock began trading on the NYSE. The comparisons are based on historical data and are not indicative of , nor intended to forecast, the future performance of our Class A common stock .
Comparison of Cumulative Return
Among American Well Corporation, and the Russell 2000 Composite Index
Fiscal year ended December 31
Item 6. Selected Financial Data.
The following selected consolidated financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the consolidated financial statements and notes thereto, which are included elsewhere in this Annual Report . On July 3, 2018, we acquired Avizia, Inc. and on
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November 14, 2019, we acquired Aligned Telehealth, Inc. Financial results for both acquired entities are reflected in our financials for the periods subsequent to the acquisition date. Historical results are not necessarily indicative of future results.
Consolidated Statement of Operations and Comprehensive Loss:
Years Ended December 31,
(in thousands except share and per share data)
2020
2019
2018
Revenue
$
245,265
$
148,857
$
113,955
Costs and operating expenses:
Costs of revenue, excluding depreciation and
amortization of intangible assets
156,790
79,976
58,612
Research and development
84,412
53,941
36,273
Sales and marketing
55,095
47,672
31,629
General and administrative
166,246
54,211
37,217
Depreciation and amortization expense
10,153
7,761
5,330
Total costs and operating expenses
472,696
243,561
169,061
Loss from operations
(227,431
)
(94,704
)
(55,106
)
Interest income and other income (expense), net
1,632
5,535
2,794
Loss before benefit (expense) from income taxes and
loss from equity method investment
(225,799
)
(89,169
)
(52,312
)
Benefit (expense) from income taxes
(639
)
803
—
Loss from equity method investment
(2,188
)
—
—
Net loss
$
(228,626
)
$
(88,366
)
$
(52,312
)
Net income (loss) attributable to non-controlling interest
(4,194
)
(1,176
)
362
Net loss attributable to American Well Corporation
$
(224,432
)
$
(87,190
)
$
(52,674
)
Net loss per share attributable to common stockholders,
basic and diluted
$
(2.27
)
$
(2.12
)
$
(1.30
)
Weighted-average common shares outstanding, basic
and diluted
99,044,312
41,138,798
40,583,826
Selected Balance Sheet Data:
As of December 31,
(in thousands)
2020
2019
2018
Cash, cash equivalents and short term investments
$
1,041,579
$
177,626
$
256,201
Working capital (1)
992,305
116,950
212,335
Total assets (2)
1,376,646
499,881
489,314
Total liabilities (2)
130,449
124,946
118,011
Convertible preferred stock
—
655,799
575,713
Common stock
2,357
423
414
Total stockholders’ equity (deficit)
$
1,246,197
$
(280,864
)
$
(204,410
)
(1)
Working capital is defined as total current assets minus total current liabilities.
( 2 )
The Company adopted ASC 842 in the year ended December 31, 2019 on a modified retrospective basis.
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