What changed in this filing

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Item 1. Financial Statements

2021-08-12 compared with 2021-05-13 · 148 added, 93 removed, 460 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2021

June 30, 2021

December 31, 2020

28 unchanged sentences

100,000,000 shares authorized, no shares

issued or outstanding as of March 31, 2021 and as of December 31, 2020

issued or outstanding as of June 30, 2021 and as of December 31, 2020

Common stock, $ 0.01 par value;

4 unchanged sentences

200,000,000 Class C shares authorized 5,555,555

issued and outstanding as of March 31, 2021 and December 31, 2020

Treasury stock, no shares and 1,866,675 shares as of March 31, 2021

and as of December 31, 2020, respectively

issued and outstanding as of June 30, 2021 and December 31, 2020

Treasury stock, no shares and 1,866,675 shares as of June 30, 2021

and December 31, 2020, respectively

Additional paid-in capital

9 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

($ 1,462 , $ 15,912 , $ 3,089 and $ 29,160 from related parties, respectively)

44 unchanged sentences

Balances as of March 31, 2021

Exercise of common stock options

Vesting of restricted stock units

Shares withheld related to net share settlement and retired treasury stock in 2021

Stock-based compensation expense

Currency translation adjustment

Unrealized gains on available-for-sale

securities, net of tax

Balances as of June 30, 2021

The accompanying notes are an integral part of these condensed consolidated financial statements.

19 unchanged sentences

Balances as of March 31, 2020

Issuance of Series C convertible preferred stock,

net of issuance costs of $ 750

Treasury stock

Exercise of common stock options

Vesting of restricted stock units

Stock-based compensation expense

Currency translation adjustment

Unrealized gains on available-for

-sale securities, net of tax

Balances as of June 30, 2020

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

20 unchanged sentences

Proceeds from sales and maturities of investments

Net cash (used in) provided by investing activities

Net cash provided by investing activities

Cash flows from financing activities:

4 unchanged sentences

Payment of deferred offering costs

Net cash (used in) provided by financing activities

Net cash provided by financing activities

Net decrease in cash, cash equivalents, and restricted cash

9 unchanged sentences

Additions to property and equipment included in accrued expenses and accounts payable

Exercises of common stock

Repurchase of common stock

Common stock issuance costs

Preferred stock issuance costs

Receivable related to exercise of common stock options

The accompanying notes are an integral part of these condensed consolidated financial statements.

16 unchanged sentences

Since inception, the Company has incurred recurring losses.

As of March 31, 2021, the Company had an accumulated deficit of $668,871.

As of June 30, 2021, the Company had an accumulated deficit of $ 708,587 .

The Company expects to continue to generate operating losses for the foreseeable future.

The Company expects that its cash, cash equivalents and investments balance as of March 31, 2021 of $996,379 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months.

The Company expects that its cash, cash equivalents and investments balance as of June 30, 2021 of $ 975,187 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months.

Summary of Significant Accounting Policies

3 unchanged sentences

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 months ended March 31, 2021 are not necessarily indicative of results for the full 2021 calendar year or any other future interim periods.

The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of results for the full 2021 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.

31 unchanged sentences

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 $29,178 and $2,028, respectively, as of March 31, 2021 and $22,682 and $1,998, respectively as of December 31, 2020.

Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $17,569 and $18,670 for the three months ended March 31, 2021 and 2020, respectively.

Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended March 31, 2021 and 2020.

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 $ 30,207 and $ 1,929 , respectively, as of June 30, 2021 and $ 22,682 and $ 1,998 , respectively as of December 31, 2020.

Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 17,585 and $ 24,719 for the three months ended June 30, 2021 and 2020, respectively.

Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three months ended June 30, 2021 and 2020.

Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the PCs after elimination of intercompany transactions was $ 35,154 and $ 43,389 for the six months ended June 30, 2021 and 2020, respectively.

Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three and six months ended June 30, 2021 and 2020.

Investment in Minority Owned Joint Venture

6 unchanged sentences

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 contributed of $2,548, related to a portion of the phase one capital commitment.

For the three months ended March 31, 2021 and 2020, the Company recognized a loss of $819 and $320 as its proportionate share of the joint venture’s results of operations, respectively.

Accordingly, the carrying value of the equity method investment as of March 31, 2021 and December 31, 2020 was $2,481 and $752, respectively.

During the six months ended June 30, 2021, the Company made a capital contribution of $ 2,548 , related to a portion of the phase one capital commitment.

For the three months ended June 30, 2021 and 2020, the Company recognized a loss of $ 722 and $ 444 as its proportionate share of the joint venture’s results of operations, respectively.

For the six months ended June 30, 2021 and 2020, the Company recognized a loss of $ 1,541 and $ 764 as its proportionate share of the joint venture’s results of operations, respectively.

Accordingly, the carrying value of the equity method investment as of June 30, 2021 and December 31, 2020 was $ 1,759 and $ 752 , respectively.

Concentrations of Credit Risk and Significant Customers

9 unchanged sentences

The Company has not experienced significant credit losses from its accounts receivable.

As of March 31, 2021, and December 31, 2020, one customer accounted for 30% and 19% or greater of outstanding accounts receivable.

During the three months ended March 31, 2021 and 2020, sales to one customer (who was a related party during the periods noted) represented 25% and 23% of the Company’s total revenue, respectively.

As of June 30, 2021 and December 31, 2020, one customer accounted for 14 % and 19 % of outstanding accounts receivable, respectively.

During the three months ended June 30, 2021 and 2020, sales to one customer (who was a related party during the 2020 period noted) represented 25 % and 22 % of the Company’s total revenue, respectively.

During the six months ended June 30, 2021 and 2020, sales to one customer (who was a related party during the periods noted) represented 25 % and 22 % of the Company’s total revenue, respectively.

Emerging Growth Company Status

38 unchanged sentences

ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis.

For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.

For public entities that

are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.

For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted.

This standard will be effective for the Company on January 1, 2023.

Th e guidance will be adopted in the 2021 annual condensed consolidated financial statements.

The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its condensed consolidated financial statements.

The following table presents the Company’s revenues disaggregated by revenue source:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Platform subscription

7 unchanged sentences

Changes in the allowance for doubtful accounts were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Allowance for doubtful accounts, beginning of the

2 unchanged sentences

Unbilled receivables are classified as receivables when the Company has the right to invoice the customer.

The amount of unbilled accounts receivable was $3,091 and $3,376 as of March 31, 2021 and December 31, 2020, and has been included within accounts receivable on the condensed consolidated balance sheet.

The amount of unbilled accounts receivable was $ 3,387 and $ 3,376 as of June 30, 2021 and December 31, 2020, and has been included within accounts receivable on the condensed consolidated balance sheet.

Deferred Revenue

1 unchanged sentence

Such amounts are recognized as revenue over the contractual period.

For the three months ended March 31, 2021 and 2020, the Company recognized revenue of $17,908 and $22,746, respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented.

Significant changes in the Company’s deferred revenue balance for the three months ended March 31, 2021 and the year ended December 31, 2020 were as follows:

Three Months Ended March 31,

For the three months ended June 30, 2021 and 2020, the Company recognized revenue of $ 21,238 and $ 18,985 , respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented.

For the six months ended June 30, 2021 and 2020, the Company recognized revenue of $ 39,146 and $ 41,731 , respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented.

Significant changes in the Company’s deferred revenue balance for the six months ended June 30, 2021 and the year ended December 31, 2020 were as follows:

Six Months Ended June 30,

Total deferred revenue, beginning of the period

3 unchanged sentences

Transaction Price Allocated to Remaining Performance Obligations

As of March 31, 2021 and December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $194,523 and $192,238, respectively.

As of June 30, 2021 and December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 190,413 and $ 192,238 , respectively.

The substantial majority of the unsatisfied performance obligations will be satisfied over the next three years .

As it pertains to the March 31, 2021 amount, the Company expects to recognize 56% of the transaction price in the 12 month period ended March 31, 2022, in its condensed consolidated statement of operations and comprehensive loss with the remainder recognized thereafter.

As it pertains to the June 30, 2021 amount, the Company expects to recognize 47 % of the transaction price in the 12 month period ended June 30, 2022, in its condensed consolidated statement of operations and comprehensive loss with the remainder recognized thereafter.

National Telehealth Network

8 unchanged sentences

However, because the Company owns less than 100 % of NTN, the Company recognizes net loss attributable to non-controlling interest in the condensed consolidated statements of operations and comprehensive loss equal to the percentage of the ownership interest retained in NTN by the respective non-controlling party.

The proportionate share of the loss attributed to the non-controlling interest amounted to $617 and $843 for the three months ended March 31, 2021 and 2020, respectively.

The carrying value of the non-controlling interest was $21,448 and $22,065 as of March 31, 2021 and December 31, 2020, respectively.

The proportionate share of the loss attributed to the non-controlling interest amounted to $ 277 and $ 1,562 for the three months ended June 30, 2021 and 2020, respectively.

The proportionate share of the loss attributed to the non-controlling interest amounted to $ 894 and $ 2,405 for the six months ended June 30, 2021 and 2020, respectively.

The carrying value of the non-controlling interest was $ 21,171 and $ 22,065 as of June 30, 2021 and December 31, 2020, respectively.

Fair Value Measurements

7 unchanged sentences

The following tables presents the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

March 31, 2021

June 30, 2021

Money market funds

6 unchanged sentences

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.

During the three months ended March 31, 2021, there were no transfers between fair value measurement levels.

As of March 31, 2021 and December 31, 2020, the fair value of the Company’s investments by type of security was as follows:

March 31, 2021

During the six months ended June 30, 2021, there were no transfers between fair value measurement levels.

As of June 30, 2021 and December 31, 2020, the fair value of the Company’s investments by type of security was as follows:

June 30, 2021

U.S government securities

3 unchanged sentences

Goodwill consisted of the following:

Three Months Ended March 31,

Six Months Ended June 30,

Beginning Balance as of January 1

2 unchanged sentences

Identified intangible assets consisted of the following:

March 31, 2021

June 30, 2021

Customer relationships

3 unchanged sentences

Contractor relationships

Amortization expense related to intangible assets for the three months ended March 31, 2021 and 2020 was $1,928 and $1,939, respectively.

Estimated future amortization expense of the identified intangible assets as of March 31, 2021, is as follows:

Amortization expense related to intangible assets for the three months ended June 30, 2021 and 2020 was $ 1,928 and $ 1,938 , respectively.

Amortization expense related to intangible assets for the six months ended June 30, 2021 and 2020 was $ 3,856 and $ 3,877 , respectively.

Estimated future amortization expense of the identified intangible assets as of June 30, 2021, is as follows:

Accrued Expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:

Three Months Ended March 31,

Six Months Ended June 30,

Employee compensation and benefits

6 unchanged sentences

In November 2017, the Line of Credit was amended to increase the maximum borrowings to $ 7,000 .

As of March 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Line of Credit.

As of June 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Line of Credit.

During any period that the Line of Credit is in effect, the Company can request the financial institution issue a letter of credit with a maximum maturity not to exceed twelve months.

Any letters of credit issued by the financial institution reduce the maximum borrowings available under the Line of Credit.

As of March 31, 2021, the maximum borrowing available to the Company is $6,205 based on the outstanding letters of credit of $795 that have been issued by the financial institution.

As of June 30, 2021, the maximum borrowing available to the Company is $ 6,205 based on the outstanding letters of credit of $ 795 that have been issued by the financial institution.

As of December 31, 2020, the maximum borrowing available to the Company was $ 5,905 based on the outstanding letters of credit of $ 1,095 that have been issued by the financial institution.

17 unchanged sentences

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 restate d 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 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 months ended March 31, 2021, 3,128,274 shares of Class B common stock were converted to Class A common stock.

As of March 31, 2021, the par value of the Class A, Class B and Class C shares was $2,076, $264, and $56, respectively.

In the six months ended June 30, 2021, 3,351,035 shares of Class B common stock were converted to Class A common stock.

As of June 30, 2021, the par value of the Class A, Class B and Class C shares was $ 2,099 , $ 267 , and $ 56 , respectively.

1,000,000,000

1,300,000,000

As of March 31, 2021 and December 31, 2020, the Company had reserved 57,064,532 and 61,392,747 shares of common stock for the exercise of outstanding stock options, the vesting of restricted stock units and the number of shares remaining available for future grant, respectively.

As of June 30, 2021 and December 31, 2020, the Company had reserved 66,187,346 and 61,392,747 shares of common stock for the exercise of outstanding stock options, the vesting of restricted stock units and the number of shares remaining available for future grant, respectively.

Stock Plans and Stock Options

1 unchanged sentence

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 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.

6 unchanged sentences

Outstanding as of January 1, 2021

Outstanding as of March 31, 2021

Outstanding as of June 30, 2021

Vested and expected to vest as of December 31, 2020

Vested and expected to vest as of March 31, 2021

Vested and expected to vest as of June 30, 2021

Options exercisable as of December 31, 2020

Options exercisable as of March 31, 2021

No options were granted in the three months ended March 31, 2021.

The weighted-average grant date fair value of common stock options granted during the three months ended March 31, 2020 was $3.88.

Options exercisable as of June 30, 2021

No options were granted in the six months ended June 30, 2021.

The weighted-average grant date fair value of common stock options granted during the six months ended June 30, 2020 was $ 3.88 .

The weighted-average of assumptions that the Company used to determine the fair value of the common stock options granted to employees and directors were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Risk-free interest rate

10 unchanged sentences

During the year ended December 31, 2020, the Company granted 13,816,885 restricted stock units which vest over the service period of one to four years .

During the three months ended March 31, 2021, the Company granted 3,336,542 restricted stock units which vest over the service period of three to four years.

During the six months ended June 30, 2021, the Company granted 6,409,182 restricted stock units which vest over the service period of one to four years .

Activity for the restricted stock units is as follows:

1 unchanged sentence

Unvested as of January 1, 2021

Unvested as of March 31, 2021

The total grant date fair value of RSU’s granted for the three months ended March 31, 2021 was $76,447.

During the three months ended March 31, 2020 the Company did not grant any restricted stock units.

The aggregate intrinsic value of restricted stock units vested for the three months ended March 31, 2021 and 2020 was $22,288 and $847, respectively.

Unvested as of June 30, 2021

The total grant date fair value of RSU’s granted for the six months ended June 30, 2021 was $ 127,834 .

During the six months ended June 30, 2020 the Company granted 2,616,345 restricted stock units.

The aggregate intrinsic value of restricted stock units vested for the six months ended June 30, 2021 and 2020 was $ 35,223 and $ 1,693 , respectively.

2020 Employee Stock Purchase Plan

4 unchanged sentences

The purchase price of the shares will not be less than 85 % of the fair market value of Class A common stock on the lower of the purchase date, which will be the final trading day of the purchase period, or the enrollment date, which will be the first trading day of the offering period.

As of March 31, 2021, the Company had not issued any shares under the ESPP and the total 3,084,218 shares remained available for issuance.

For the three months ended March 31, 2021, the Company recorded stock-based compensation expense related to the ESPP of $103 based on elections made under the plan to-date, and there was none for the quarter ended March 31, 2020.

As of June 30, 2021, the Company had no t issued any shares under the ESPP and the total 3,084,218 shares remained available for issuance.

For the three and six months ended June 30, 2021, the Company recorded stock-based compensation expense related to the ESPP of $ 281 and $ 384 , respectively, based on elections made under the plan to-date.

There was no expense for the three and six months ended June 30, 2020.

Stock-Based Compensation

Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenues

2 unchanged sentences

General and administrative

As of March 31, 2021, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $56,707, which is expected to be recognized over a weighted-average period of 2.62 years.

As of June 30, 2021, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $ 88,396 , which is expected to be recognized over a weighted-average period of 3 years.

Commitments and Contingencies

3 unchanged sentences

In addition, the Company indemnifies its officers, directors and certain key employees while they are serving in good faith in their capacities.

Through March 31, 2021 and December 31, 2020, there have been no claims under any indemnification provisions.

Through June 30, 2021 and December 31, 2020, there have been no claims under any indemnification provisions.

From time to time, and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation.

3 unchanged sentences

The Company believes that these claims lack merit and intends to defend against them vigorously.

As of March 31, 2021 and December 31, 20 20 , 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.

As a result of the Company’s history of net operating losses (“NOL”), the Company has provided for a full valuation allowance against its deferred tax assets.

For the three months ended March 31, 2021, the Company recognized an income tax expense of $309, primarily due to estimated state and foreign income taxes related to equity awards issued in the first quarter.

During the three months ended March 31, 2020, the Company recorded no income tax expense.

As of June 30, 2021 and December 31, 2020, 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.

As a result of the Company’s history of net operating losses (“NOL”), the Company has provided for a full valuation allowance against its domestic deferred tax assets.

For the three and six months ended June 30, 2021, the Company recognized an income tax expense of $ 103 and $ 412 , primarily due to estimated state and foreign income taxes.

During the three and six months ended June 30, 2020, the Company recorded income tax expense of $ 252 .

Related-Party Transactions

Teva Pharmaceuticals, Industries Ltd

Teva Pharmaceuticals, Industries Ltd (“Teva”) is a related party because a member of the Company’s board of directors is the Executive Vice President and Head of Teva Pharmaceuticals’ North America Commercial.

Teva Pharmaceuticals, Industries Ltd (“Teva”) is a related party because a member of the Company’s board of directors was the President and CFO of Teva Pharmaceuticals’ North America Commercial.

In addition, Teva is a shareholder of the Company.

As of March 31, 2021 and December 31, 2020, short-term and long-term deferred revenue from this customer was not material.

As of March 31, 2021 and December 31, 2020, amounts due from Teva were not material.

During the three months ended March 31, 2021 and 2020, revenues recognized from this customer were not material.

As of June 30, 2021 and December 31, 2020, short-term and long-term deferred revenue from this customer was no t material.

As of June 30, 2021 and December 31, 2020, amounts due from Teva were no t material.

During the three and six months ended June 30, 2021 and 2020, revenues recognized from this customer were no t material.

Philips Holding USA, Inc.

1 unchanged sentence

(“Philips”) is a related party because a member of the Company’s board of directors is the Business Leader of Philips Population Health Management.

In addition, Philips is a shareholder of the Company.

As of March 31, 2021 and December 31, 2020, the Company held short-term and long-term deferred revenue of $1,439 and $2,549, respectively from contracts with this customer.

As of March 31, 2021 and December 31, 2020, amounts due from Philips were $1,070 and $763, respectively.

During the three months ended March 31, 2021 and 2020, the Company recognized revenue of $900 and $340, respectively from contracts with this customer.

In addition, Philips is a non-significant shareholder of the Company.

As of June 30, 2021 and December 31, 2020, the Company held short-term and long-term deferred revenue of $ 977 and $ 2,549 , respectively from contracts with this customer.

As of June 30, 2021 and December 31, 2020, amounts due from Philips were $ 547 and $ 763 , respectively.

During the three months ended June 30, 2021 and 2020, the Company recognized revenue of $ 758 and $ 368 , respectively from contracts with this customer.

During the six months ended June 30, 2021 and 2020, the Company recognized revenue of $ 1,658 and $ 708 , respectively from contracts with this customer.

(“Anthem”) was determined to be a related party because a member of the Company’s board of directors served as the Vice President of Anthem through February 2021.

In addition, Anthem is a shareholder of the Company.

As of March 31, 2021 it was determined Anthem was no longer a related party.

As of December 31, 2020, the Company held short-term and long-term deferred revenue of $11,347, from contracts with this customer.

In addition, Anthem is a non-significant shareholder of the Company.

As of June 30, 2021 it was determined Anthem was no longer a related party.

As of December 31, 2020, the Company held short-term and

long-term deferred revenue of $ 11,347 , from contracts with this customer.

As of December 31, 20 20 , amounts due from Anthem were $ 8,391 .

Prior to the board member’s departure from Anthem in 2021 and during the three months ended 2020, the Company recognized revenue of $7,218 and $12,307, respectively from contracts with this customer.

Prior to the board member’s departure from Anthem in February 2021, the Company recognized revenue of $ 7,218 from contracts with this customer.

During the three and six months ended June 30, 2020 the Company recognized revenue of $ 14,848 and $ 27,155 , respectively 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 March 31, 2021 and December 31, 2020, the Company held short-term and long-term deferred revenue of $668 and $606, respectively from contracts with this customer.

As of March 31, 2021 and December 31, 2020, amounts due from Cleveland Clinic were $78 and $1,020, respectively.

During the three months ended March 31, 2021 and 2020, the Company recognized revenue of $251 and $196, respectively, from contracts with this customer.

As of June 30, 2021 and December 31, 2020, the Company held short-term and long-term deferred revenue of $ 451 and $ 606 , respectively from contracts with this customer.

As of June 30, 2021 and December 31, 2020, amounts due from Cleveland Clinic were $ 85 and $ 1,020 , respectively.

During the three months ended June 30, 2021 and 2020, the Company recognized revenue of $ 279 and $ 294 , respectively, from contracts with this customer.

During the six months ended June 30, 2021 and 2020, the Company recognized revenue of $ 530 and $ 490 , respectively, from contracts with this customer.

CCAW, JV LLC is a related party because it is a joint venture formed between the Company and Cleveland Clinic for which the Company has a minority owned interest in.

During the year ended December 31, 2020, the Company made an initial investment in

CCAW, JV LLC of $ 2,940 for its less than 50 % interest in the joint venture.

During the three months ended March 31, 2021, the Company made a capital contributed of $ 2,548 , related to a portion of the phase one capital commitment.

During the three months ended March 31, 2021 and 2020 the Company recognized revenue of $462 and $ 393 from contracts with this customer, respectively.

As of March 31, 2021 and December 31 , 2020, the Company held short and long term deferred revenue of $1,101 and $ 1,496 , respectively, from contracts with this customer.

As of March 31, 2021 and December 31 , 2020, amounts due from CCAW, JV LLC were no t material .

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 six months ended June 30, 2021, the Company made a capital contributed of $ 2,548 , related to a portion of the phase one capital commitment.

During the three months ended June 30, 2021 and 2020 the Company recognized revenue of $ 412 and $ 393 from contracts with this customer, respectively.

During the six months ended June 30, 2021 and 2020 the Company recognized revenue of $ 874 and $ 786 from contracts with this customer, respectively, As of June 30, 2021 and December 31, 2020, the Company held short and long term deferred revenue of $ 840 and $ 1,496 , respectively, from contracts with this customer.

As of June 30, 2021 and December 31, 2020, amounts due from CCAW, JV LLC were no t material.

Loans to Officers

5 unchanged sentences

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to non-controlling interest

7 unchanged sentences

The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Convertible preferred stock (as converted to common stock)

1 unchanged sentence

Options to purchase shares of common stock

Subsequent Events

On July 27, 2021 and July 28, 2021 the Company entered into two separate purchase agreements to acquire Conversa Health Inc.

(“Conversa”) and SilverCloud Health Holdings, Inc.

(“SilverCloud”), respectively.

Conversa is a leader in automated virtual healthcare.

SilverCloud is a leading digital mental health platform.

By adding the technology of these two companies to its virtual care platform, Amwell is enhancing the differentiated value it can bring to current and future clients.

Under the terms of the agreement with Conversa, the aggregate purchase price of approximately $ 110,000 will consist of approximately $ 55,000 in cash and $ 55,000 in Amwell stock ( 4.7 million shares).

Under the terms of the agreement with SilverCloud, the aggregate purchase price of approximately $ 210,000 will consist of approximately $ 110,000 in cash and $ 100,000 in Amwell stock ( 8.5 million shares).

As this transaction has not yet closed, the mix of cash and stock consideration could change.

The aggregate consideration for Conversa could increase by $ 30,000 subject to financial performance over a twelve-month period paid all in stock.

The aggregate consideration for SilverCloud could increase by $ 40,000 subject to financial and operational performance over a twelve-month period paid all in stock.

Conversa closed on August 10, 2021 and SilverCloud is expected to close by the end of the third quarter of 2021.

The Company expects to determine the preliminary purchase allocation prior to the end of the third quarter of 2021.

On July 19, 2021, the Company entered into an Employment Agreement (the “Employment Agreement”) with Brendan O’Grady to become the Company’s Chief Commercial & Growth Officer, effective August 16, 2021.

Pursuant to the Employment Agreement, Mr.

O’Grady will receive an annual base salary of $ 485 and will be eligible for an annual target bonus of 200 % of his annual base salary.

In addition, Mr.

O’Grady will receive a grant of restricted stock units with a grant date value of $ 8,000 that settle in shares of the Company’s Class A common stock, with 25 % of the restricted stock units being vested on the grant date, and the remaining vesting ratably every 3 months thereafter over a four-year period (beginning on the first calendar day of the month following the date that is three months following the grant date) .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements