What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-08-12 compared with 2021-05-13 · 105 added, 79 removed, 318 unchanged (37% of the section changed)

19 unchanged sentences

our ability to establish and maintain strategic relationships with third parties;

our ability to complete, integrate and realize the anticipated benefits of strategic acquisitions;

the impact of the COVID-19 pandemic on our business or on our ability to forecast our business’s financial outlook;

7 unchanged sentences

We empower our clients at the enterprise level with the core technology and services necessary to successfully develop and distribute telehealth programs that meet their strategic, operational, and social objectives under their own brands.

The Amwell Platform is a complete digital care delivery solution that equips our health system, health plan and innovator, including government, clients with the tools to enable new models of care for their patients and members.

Our scalable technology embeds with our clients’ existing offerings and

clinical workflows, spanning the continuum of care and enabling care delivery across a wide variety of clinical, retail, school and home settings.

The Amwell Platform is a complete

digital care delivery solution that equips our health system, health plan and innovator, including government, clients with the tools to enable new models of care for their patients and members.

Our scalable technology embeds with our clients’ existing offerings and clinical workflows, spanning the continuum of care and enabling care delivery across a wide variety of clinical, retail, school and home settings.

Our client-focused approach drives our success as one of the largest telehealth companies.

As of March 31, 2021, we powered the digital care programs of over 55 health plans, which support over 36,000 employers and collectively represent more than 80 million covered lives, as well as over 150 of the nation’s largest health systems, encompassing more than 2,000 hospitals.

Since inception, we have powered over 10 million telehealth visits for our clients, including 1.

6 million in the three months ended March 31, 2021.

As of June 30 , 2021, we powered the digital care programs of over 55 health plans, which support over 36,000 employers and collectively represent more than 80 million covered lives, as well as over 150 of the nation’s largest health systems, encompassing more than 2,000 hospitals.

Since inception, we have powered over 11 million telehealth visits for our clients, including 2.9 million in the six months ended June 30 , 2021.

Healthcare today faces many challenges.

8 unchanged sentences

Providers, patients and members can access this care through a full range of Carepoints ™ , including via mobile, web, phone and our proprietary kiosks and carts that support multi-way video, phone or secure messaging interactions.

As of March 31, 2021, over 80,000 of our active providers use the Amwell Platform to serve their patients and members.

As of June 30, 2021, over 70,000 of our active providers use the Amwell Platform to serve their patients and members.

When needed, we augment and extend our clients’ clinical capabilities with AMG, a nationwide clinical network of over 5,000 multi-disciplinary providers covering 50 states with 24/7/365 coverage.

9 unchanged sentences

Our contracts are typically three years in length but may be longer for our largest strategic customer partners.

Total subscription fees received from Health System, Health Plan and Innovator clients were $24.6 million and $21.8 million for the three months ended March 31, 2021 and 2020, respectively.

Total subscription fees received from Health System, Health Plan and Innovator clients were $26.8 million and $24.5 million for the three months ended June 30, 2021 and 2020, respectively, and $51.4 million and $46.2 million for the six months ended June 30, 2021 and 2020, respectively.

Health Systems

21 unchanged sentences

These clinical fees vary significantly from $59 to more than $800 per consultation or case based on the specialty and may require an additional module subscription, as in the case of telepsychiatry.

Fees received from AMG-related visits were $27.8 million and $26.5 million for the three months ended March 31, 2021 and 2020, respectively.

Fees received from AMG-related visits were $27.5 million and $36.0 million for the three months ended June 30, 2021 and 2020, respectively.

Fees received from AMG-related visits were $55.4 million and $62.5 million for the six months ended June 30, 2021 and 2020, respectively.

Services & Carepoints

3 unchanged sentences

These Carepoints enable providers to deliver digital care into clinical care locations, such as the ED and clinics, as well as into community settings such as retail stores, community centers, employer sites, skilled nursing facilities and schools.

Carepoints consist of hardware integrated into our Platform but can also be deployed independent of our software solution.

Carepoints consist of hardware integrated into our Platform but can also be deployed

independent of our software solution.

Our Carepoints are designed by our product development teams and manufactured through partner and contract relationships.

Fees received from the provision of services and Carepoints were $5.2 million and $5.5 million for the three months ended March 31, 2021 and 2020, respectively.

Fees received from the provision of services and Carepoints were $5.9 million and $8.1 million for the three months ended June 30, 2021 and 2020, respectively.

Fees received from the provision of services and Carepoints were $11.1 million and $13.6 million for the six months ended June 30, 2021 and 2020, respectively.

Key Factors Affecting Our Performance

15 unchanged sentences

We continue to experience these levels of telehealth adoption and usage of our platform and products.

In the three months ended March 31, 2021, our clients completed 1.6 million visits on the Amwell Platform verses 0.7 million for the same period in 2020.

In addition to overall increased visit volumes, utilization of the platform continues to expand evident by a larger number of clients’ own providers using the Amwell Platform.

During the three months ended March 31, 2021 our clients’ own providers performed over 80% of the total visits performed on the Amwell Platform versus 50% of total visits performed on the Amwell Platform during the three months ended March 31, 2020.

Comparatively, throughout 2019 and through February 2020, or pre-COVID-19, AMG providers typically performed more than 60% of the total overall visits on the Amwell Platform.

In both the six months ended June 30, 2021 and 2020, our clients completed 2.9 million visits on the Amwell Platform.

Visits in the six months ended June 30, 2020 were driven by the height of the COVID-19 pandemic while visits in the six months ended June 30, 2021 were driven by expanded utilization of the platform evident by a larger number of clients’ own providers using the Amwell Platform.

During the six months ended June 30, 2021 our clients’ own providers performed over 77% of the total visits performed on the Amwell Platform versus 70% of total visits performed on the Amwell Platform during the six months ended June 30, 2020.

Comparatively, throughout 2019 and through February 2020, or pre-COVID-19, clients’ own providers delivering care represented 40% whereas AMG providers typically performed more than 60% of the total overall visits on the Amwell Platform.

Total Overall Quarterly Visits

2 unchanged sentences

Performed by Customer Providers

June 30, 2021

March 31, 2021

3 unchanged sentences

March 31, 2020

December 31, 2019

September 30, 2019

Active Providers

1 unchanged sentence

We define “Active Providers” as providers that have delivered a visit on the Amwell Platform at least once in the last 12 months.

Active Providers demonstrate the prevalence of telehealth within our clients in both home and hospital environments.

Active Providers demonstrate the prevalence of telehealth within our clients in both home and hospital

environments.

We believe Active Providers is a measure of our success in delivering on our mission of enabling access to care.

We expect that the number of Active Providers will increase over time as a result of several factors:

W e expect that the overall number of Active Providers will increase over time as a result of several factors:

the number of modules and use cases deployed within health systems

3 unchanged sentences

the ongoing consumerization of healthcare

A significant number of providers were added to the platform in Q2 and Q3 of 2020 by our Health Plan but predominately by our Health System customers to handle the anticipated extraordinary increase in COVID-related consultations.

Amwell also added additional AMG providers for additional capacity to absorb COVID-related spikes in care.

As the 12 month measurement period for “Active Providers” advances beyond the peak COVID periods of Q2 and Q3 of 2020, we expect these extraordinary COVID-related additional AMG and customer providers to cycle out of the Active Provider count.

We continue to experience growth in core active providers but are expecting a reset period to the core base in Q2 and Q3 of 2021

Total Active Providers

2 unchanged sentences

Customer Providers

June 30, 2021

March 31, 2021

3 unchanged sentences

March 31, 2020

December 31, 2019

September 30, 2019

Regulatory Environment

22 unchanged sentences

We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) tax benefit and expense, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) public offering expenses, (vi) acquisition-related income and expenses, (vii) litigation expenses related to the defense of our patents in the patent infringement claim filed by Teladoc and (viii) other items affecting our results that we do not view as representative of our ongoing operations, including direct and incremental expenses associated with the COVID-19 pandemic.

We had no such other items during the three months ended March 31, 2021 and 2020.

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31,

We had no such other items during the three and six months ended June 30, 2021 and 2020.

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, 2021 and 2020:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

4 unchanged sentences

Public offering expenses

Acquisition-related income

Acquisition-related expense (income)

COVID-19-related expenses (1)

2 unchanged sentences

COVID-19-related expenses include non-recurring provider bonus payments, emergency hosting licensing fees and non-medical provider temporary labor costs related to on-boarding non-AMG providers incurred in response to the initial outbreak of the COVID-19 virus as Amwell attempted to scale quickly to meet unusually high patient and non-AMG provider demand.

Public offering expenses include non-recurring expenses incurred in relation to our initial public offering for the three months ended March 31, 2020 and our secondary offering for the three months ended March 31, 2021.

Public offering expenses include non-recurring expenses incurred in relation to our initial public offering for the three and six months ended June 30, 2020 and our secondary offering for the six months ended June 30, 2021.

Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these capital expenditures.

6 unchanged sentences

Components of Statement of Operations

The Company has demonstrated continued revenue growth as a direct result of the acceptance of telehealth, our penetration of the market, and the successful integration of recent acquisitions.

The Company has demonstrated continued revenue growth as a direct result increasing acceptance of telehealth, our penetration of the market, and the successful launch of new product enabling expanded applications of settings for care delivered virtually.

Revenue performance is reflective of the strong foundation that has been built, focused around health plans, health systems, our provider network and a consistently increasing visit base.

6 unchanged sentences

Our business models are designed to be scalable and to leverage fixed costs to generate higher revenues.

While we currently expect increased investments to support accelerated growth, we also expect increased efficiencies and

economies of scale.

While we currently expect increased investments to support accelerated growth, we also expect increased efficiencies and economies of scale.

Our quarterly cost of revenues as a percentage of revenues is expected to fluctuate from period to period depending on the interplay of these aforementioned factors.

36 unchanged sentences

Consolidated Results of Operations

The following table sets forth our summarized condensed consolidated statement of operations data for the three months ended March 31, 2021, and 2020 and the dollar and percentage change between the respective periods:

Three Months Ended March 31,

The following table sets forth our summarized condensed consolidated statement of operations data for the three and six months ended June 30, 2021, and 2020 and the dollar and percentage change between the respective periods:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

15 unchanged sentences

Net loss attributable to American Well

For the three months ended March 31, 2021, the increase in revenue was substantially driven by an increase in subscription revenue from $21.8 million for the three months ended March 31, 2020 to $24.6 million during the three months ended March 31, 2021, an increase of 2.8 million, or 13%.

For the three months ended June 30, 2021, the decrease in revenue was substantially driven by a decrease in visit revenue.

Visit revenue earned from AMG patient visits decreased by $8.5 million, or 24%, from $36.0 million in the three months ended June 30, 2020 to $27.5 million in the three months ended June 30, 2021.

The decrease was primarily driven by reduced visit volume versus the height of the COVID-19 pandemic experienced in the second quarter of 2020, but was slightly offset by the overall increased utilization of telemedicine as a part of now normal delivery of healthcare.

The decrease in visit revenue was offset by an increase in subscription revenue from $24.5 million for the three months ended June 30, 2020 to $26.8 million during the three months ended June 30, 2021, an increase of 2.3 million, or 9%.

Subscription revenue grew as a result of new customers subscribing to the platform and existing customers expanding their use of the platform through increasing the number of members they provided access to the platform, increased number of programs, increased modules and increased volume of care delivered on our platform by our customers’ own providers.

Visit revenue earned from AMG patient visits increased by $1.3 million, or 5%, from $26.5 million in the three months ended March 31, 2020 to $27.8 million in the three months ended March 31, 2021.

The increases were primarily driven by increased utilization across our health system and health plan clients as well as overall increased acceptance of telemedicine.

AMG paid visits constituted 20% of the total visits for the three months ended March 31, 2021, compared to 50% for the three months ended March 31, 2020.

For the six months ended June 30, 2021, the decrease in revenue was substantially driven by a decrease in visit revenue.

Visit revenue earned from AMG patient visits decreased by $7.1 million, or 11%, from $62.5 million in the six months ended June 30, 2020 to $55.4 million in the six months ended June 30, 2021.

As stated above, the decrease was primarily driven by reduced visit volume versus the height of the COVID-19 pandemic experienced in the second quarter of 2020, but was slightly offset by the overall increased utilization of telemedicine as a part of now normal delivery of healthcare.

The decrease in visit revenue was offset by an increase in subscription revenue from $46.2 million for the six months ended June 30, 2020 to $51.4 million during the six months ended June 30, 2021, an increase of 5.2 million, or 11%.

to the platform, increased number of programs, increased modules and increased volume of care delivered on our platform by our customers’ own providers.

Costs of Revenue, Excluding Amortization of Acquired Intangible Assets

For the three months ended March 31, 2021, the increase in cost of revenue was primarily due to an increase of $1.0 million in provider related costs, with some portion of these provider costs due to increased visit volumes.

The increase in visit volume also resulted in the need to utilize a significantly higher level of non-clinical contractor resources to properly service visit demand.

The Company also experienced a $1.6 million increase in third party software primarily related to the cost of hosting the platform.

For the three months ended June 30, 2021, the decrease in cost of revenue was primarily due to a decrease of $6.5 million in provider related costs due to decreased visit volumes.

The decrease in visit volume also resulted in the need to utilize a lower level of non-clinical contractor resources to properly service visit demand.

The Company also experienced a $1.7 million and $2.0 million decrease in employee costs and hardware costs, respectively.

For the six months ended June 30, 2021, the decrease in cost of revenue was primarily due to a decrease of $5.5 million in provider related costs, with some portion of these provider costs due to decreased visit volumes.

The decrease in visit volume also resulted in the need to utilize a lower level of non-clinical contractor resources to properly service visit demand.

The Company also experienced a $2.2 million decrease in hardware costs.

Research and Development Expenses

For the three months ended March 31, 2021, the increase was primarily driven by an increase of $4.4 million in employee-related costs (inclusive of stock compensation expense).

For the three months ended June 30, 2021, the increase in research and development expense was primarily driven by an increase of $3.4 million in employee-related costs (inclusive of stock compensation expense).

The increase in research and development expense was further driven by a $1.9 million increase in consulting services primarily driven by increased spend related to our new Converge telehealth platform.

For the six months ended June 30, 2021, the increase was primarily driven by an increase of $7.8 million in employee-related costs (inclusive of stock compensation expense).

The increase in research and development expense was further driven by a $5.6 million increase in consulting services primarily driven by increased spend related to our new Converge telehealth platform.

Sales and Marketing Expenses

For the three months ended March 31, 2021, the increase primarily consisted of $2.0 million in employee-related costs (inclusive of commissions and stock compensation expense).

For the three months ended June 30, 2021, the increase in sales and marketing expense primarily consisted of $1.9 million in employee-related costs (inclusive of commissions and stock compensation expense).

There was also an increase in marketing expenses of $0.4 million.

For the six months ended June 30, 2021, the increase primarily consisted of $3.9 million in employee-related costs (inclusive of commissions and stock compensation expense).

The increase was offset by reduced travel expenses of $0.6 million and reduced marketing expenses of $0.4 million.

General and Administrative Expenses

For the three months ended March 31, 2021, the increase was driven by an increase stock-based compensation expense of $1.8 million (predominantly related to the increased value of our stock and an increase in awards issued).

Additionally, the increases consisted of employee-related costs (excluding stock compensation expense) of approximately $1.5 million.

The increase in general and administrative expenses was further driven by a $1.9 million increase in insurance costs for our directors and officers and $1.4 million in increased legal costs.

General and administrative expenses, excluding the increase in stock-based compensation, are expected to continue to increase (in absolute dollars) in future periods as we continue to grow in size and complexity while at the same time recognizing the full year impact of the regulatory and compliance costs associated with being a publicly traded company.

For the three months ended June 30, 2021, the decrease in general and administrative expense was driven by a decrease in stock-based compensation expense of $59.8 million (predominantly related to awards granted to the co-CEOs).

The decrease was offset by an increase related to employee-related costs (excluding stock compensation expense) of approximately $0.7 million.

The decrease in general and administrative expenses was offset by a $1.9 million increase in insurance costs for our directors and officers and $0.9 million in increased legal costs.

The decrease in general and administrative expenses was further offset by a $1.2 million increase in system costs to enhance administrative processing.

For the six months ended June 30, 2021, the decrease was driven by a decrease in stock-based compensation expense of $58.0 million (predominantly related to awards granted to the co-CEOs).

The decrease was offset by increases related to employee-related costs (excluding stock compensation expense) of approximately $0.9 million.

The decrease in general and administrative expenses was further offset by a $3.8 million increase in insurance costs for our directors and officers and $2.2 million in increased legal costs.

The decrease in general and administrative expenses was further offset by a $1.6 million increase in system costs to enhance administrative processing.

General and administrative expenses are expected to continue to increase (in absolute dollars) in future periods as we continue to grow in size and complexity while at the same time recognizing the full year impact of the regulatory and compliance costs associated with being a publicly traded company.

Depreciation and Amortization Expense

Depreciation expense increased by $0.2 million and amortization expense remained consistent for the three months ended March 31, 2021.

Depreciation expense and amortization expense remained consistent for the three months ended June 30, 2021.

Depreciation expense increased by $0.2 million and amortization expense remained consistent for the six months ended June 30, 2021.

Interest Income and Other Income (Expense), net

For the three months ended March 31, 2021 and 2020, interest income and other expenses consist entirely of interest income and gains from our cash equivalents and short-term investments.

Expense from Income Taxes

Income tax expense was $0.3 million for the three months ended March 31, 2021, compared to no income tax expense for the three months ended March 31, 2020.

For the three and six months ended June 30, 2021 and 2020, interest income and other expenses consist entirely of interest income and gains from our cash equivalents and short-term investments.

Expens e from Income Taxes

Income tax expense was $0.1 million for the three months ended June 30, 2021, compared to $0.3 million for the three months ended June 30, 2020.

Income tax expense was $0.4 million for the six months ended June 30, 2021, compared to $0.3 million for the six months ended June 30, 2020.

Loss from Equity Method Investment

2 unchanged sentences

Therefore, the Company accounts for its investments in CCAW, JV LLC using the equity method of accounting.

During the three months ended March 31, 2021, the Company recognized a loss of $0.8 million as its proportionate share of the joint venture results of operations.

During the three months ended March 31, 2020, the Company recognized a loss of $0.3 million as its proportionate share of the joint venture results of operations.

During the three months ended June 30, 2021 and 2020, the Company recognized a loss of $0.7 million and $0.4 million, respectively, as its proportionate share of the joint venture results of operations.

During the six months ended June 30, 2021 and 2020, the Company recognized a loss of $1.5 and $0.8 million, respectively, as its proportionate share of the joint venture results of operations.

Liquidity and Capital Resources

The following table presents a summary of our cash flow activity for the periods set forth below:

Three Months Ended March 31,

Six Months Ended June 30,

Consolidated Statements of Cash Flows Data:

Net cash used in operating activities

Net cash (used in) provided by investing activities

Net cash (used in) provided by financing activities

Net cash provided by investing activities

Net cash provided by financing activities

Sources of Financing

Our principal sources of liquidity were cash, cash equivalents and short-term investments totaling $996.4 million and $1,041.6 million as of March 31, 2021 and December 31, 2020, respectively, which were held for a variety of growth initiatives and

investments as well as working capital purposes.

Our principal sources of liquidity were cash, cash equivalents and short-term investments totaling $975.2 million and $1,041.6 million as of June 30, 2021 and December 31, 2020, respectively, which were held for a variety of growth initiatives and investments as well as working capital purposes.

Our cash, cash equivalents and short-term investments are comprised of money market funds and marketable securities including U.S.

3 unchanged sentences

Prior to our IPO, the Company funded its operations primarily through private placements of its convertible preferred stock as well as through revenues generated through customer contracts.

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $38.7 million and a net loss of $39.8 million for the three months ended March 31, 2021 and had an accumulated deficit of $668.9 million as of March 31, 2021.

The Company has no debt as of March 31, 2021 or December 31, 2020 and expects to generate operating losses in future years.

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $76.3 million and a net loss of $77.9 million for the six months ended June 30, 2021 and had an accumulated deficit of $708.6 million as of June 30, 2021.

The Company has no debt as of June 30, 2021 or December 31, 2020 and expects to generate operating losses in future years.

We believe that our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months from the issuance date of the financial statements.

9 unchanged sentences

In November 2017, the Line of Credit was amended to increase the maximum borrowings to $7.0 million.

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 instrument reduce the maximum borrowings available under the Line of Credit.

As of March 31, 2021 and December 31, 2020, the maximum borrowing available to the Company was $6.2 million and $5.9 million based on the outstanding letters of credit of $0.8 million and $1.1 million that have been issued by the financial institution.

Three months ended March 31, 2021, vs.

three months ended March 31, 2020

As of June 30, 2021 and December 31, 2020, the maximum borrowing available to the Company was $6.2 million and $5.9 million based on the outstanding letters of credit of $0.8 million and $1.1 million that have been issued by the financial institution.

Six months ended June 30, 2021, vs.

six months ended June 30, 2020

Cash Used in Operating Activities

For the three months ended March 31, 2021, cash used in operating activities was $41.1 million.

For the six months ended June 30, 2021, cash used in operating activities was $67.4 million.

The primary driver of this use of cash was our net loss of $77.9 million.

1 unchanged sentence

The net loss was partially offset by non-cash expenses of $26.9 million (primarily stock-based compensation of $19.4 million and depreciation and amortization of $5.0 million).

For the three months ended March 31, 2020, cash used in operating activities was $32.1 million.

For the six months ended June 30, 2020, cash used in operating activities was $57.8 million.

The primary driver of this use of cash was our net loss of $113.4 million.

The net loss for the year was reflective of the expenses incurred with our response to COVID-19 and our continued investments made back into the Company’s infrastructure, partially offset by the revenue growth.

The net loss was partially offset by non-cash expenses of $79.4 million (primarily stock-based compensation of $72.1 million and depreciation and amortization of $4.8 million).

Cash Used in/ Provided by Investing Activities

Cash used in investing activities was $2.7 million for the three months ended March 31, 2021.

Cash provided by investing activities consisted of a $2.5 million investment in the CCAW, JV LLC joint venture with Cleveland Clinic and $0.1 million in the purchases of property and equipment.

Cash provided by investing activities was $5.6 million for the three months ended March 31, 2020.

Cash provided by investing activities consisted of $29.8 million in purchases of investments, offset by $39.6 million in proceeds from the maturities of investments.

Further, cash provided by investing activities included a $2.9 million investment in the CCAW, JV LLC joint venture with Cleveland Clinic and $1.3 million in the purchases of property and equipment.

Cash Used in/Provided by Financing Activities

Cash used in financing activities for the three months ended March 31, 2021, was $1.7 million.

Cash Provided by Investing Activities

Cash provided by investing activities was $97.2 million for the six months ended June 30, 2021.

Cash provided by investing activities consisted of proceeds from maturities of investments of $100.0, offset by a $2.5 million investment in the CCAW, JV LLC joint venture with Cleveland Clinic and $0.3 million in the purchases of property and equipment.

Cash provided by investing activities was $4.3 million for the six months ended June 30, 2020.

Cash provided by investing activities consisted of $39.4 million in proceeds from the maturities of investments, offset by $29.8 million in purchases of investments.

Further, cash used in investing activities included a $2.9 million investment in the CCAW, JV LLC joint venture with Cleveland Clinic and $2.3 million in the purchases of property and equipment.

Cash Provided by Financing Activities

Cash provided by financing activities for the six months ended June 30, 2021, was $3.5 million.

Cash provided by financing activities consisted of $16.7 million of proceeds from the exercise of employee stock options.

These proceeds were offset by cash payments for the purchase of treasury stock of $9.4 million.

Cash provided by financing activities for the three months ended March 31, 2020, was $12.6 million.

These proceeds were offset by cash payments primarily for the purchase of treasury stock of $11.6 million.

Cash provided by financing activities for the six months ended June 30, 2020, was $148.5 million.

Cash provided by financing activities consisted of $146.8 million of cash proceeds from our issuance of Series C Convertible Preferred Stock, net of issuance costs.

3 unchanged sentences

Contractual Obligations and Commitments

As of March 31, 2021, there have been no material changes from the contractual obligations and commitments previously disclosed in our Form 10-K.

As of June 30, 2021, there have been no material changes from the contractual obligations and commitments previously disclosed in our Form 10-K.

Critical Accounting Policies and Estimates

6 unchanged sentences

Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, to our condensed consolidated financial statements in our Form 10-K and Note 2, Summary of Significant Accounting Policies to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

There have been no significant changes to these policies during the three months ended March 31, 2021.

There have been no significant changes to these policies during the six months ended June 30, 2021.

Recently Issued Accounting Pronouncements Adopted

9 unchanged sentences

Interest Rate Risk

We had cash and cash equivalents totaling $896.4 million, and $941.6 million as of March 31, 2021 and December 31, 2020, respectively.

The Company also held investments totaling $100.0 million and $100.0 million as of March 31, 2021, and December 31, 2020, respectively.

We had cash and cash equivalents totaling $975.2 million, and $941.6 million as of June 30, 2021 and December 31, 2020, respectively.

The Company also held investments totaling $0 million and $100.0 million as of June 30, 2021, and December 31, 2020, respectively.

These amounts were primarily invested in money markets and U.S.

12 unchanged sentences

We have limited operations outside the United States.

As of March 31, 2021 and December 31, 2020, we had one foreign subsidiary.

As of June 30, 2021 and December 31, 2020, we had one foreign subsidiary.

The functional currency of our foreign subsidiary is the U.S.

7 unchanged sentences

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 2. Management’s Discussion and Analysis