American Well Corporation Class A

Good afternoon and welcome to Amwell's third quarter 2020 conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. Please be advised that today's conference is being recorded. Leading today's call are Ido Schoenberg, Chairman and Chief Executive Officer, and Keith Anderson, Chief Financial Officer. Ido and Keith will offer their prepared remarks, and then they will take your questions. The Amwell press release and webcast link are available on the investor relations section of Amwell's website. Please note that we will be discussing certain non-GAAP financial measures that we believe are important in evaluating Amwell's performance. Details on the relationship between these non-GAAP measures to the most comparable GAAP measures and reconciliations thereof can be found in the press release that is posted on our website. Also, please note that certain statements made during this call will be forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risk, uncertainties, and other factors that could cause the results for AMWEL to differ materially for those expressed implied in this call. And now I'll turn the call over to Ido Schoenberg, Chairman and CEO of Amwell. Ido?

Good evening, and thank you for joining our first earning call as a public company. I want to use this opportunity to thank our new investor partners for your trust and confidence in Amwell. We are thrilled to see so many world-class groups participate in our IPO. I also want to thank our longtime investor partners for your many years of consistent support and faith in us. Since we last reported on our IPO, we continue to see good momentum as reflected in our third quarter results. Our third quarter revenue of $63 million increased 80% compared to last year's third quarter. The number of active providers on our platform of 62,000 increased 930% compared to last year's count at the end of the third quarter. We had 1.4 million visits during Q3, an increase of 450% as compared with Q3 of 2019. Recognizing that many of you are new to our story, I would like to spend some time talking about our company more generally before we refocus on our recent performance. When Roy and I started Amwell almost a decade and a half ago, it was apparent to us that digital care delivery would transform healthcare. We continue to believe that the fundamental way that care is delivered is materially changing. This is a profound transformation. It will continue to evolve significantly over the next few years. Care is moving home. Digital technologies are ushering a new hybrid model of care, one that combines physical and digital care. With far better information about health status and gaps in care, providers will be able to craft more personalized, continuous, and engaging care plans. New technologies will streamline consumer engagement in healthcare and simplify their interaction with healthcare services, insurers, providers, and other participants. Finally, effective last mile interventions will leverage technology and drive much better clinical and financial outcomes. High quality care will become more affordable and accessible to everyone. Even with all these changes, we are confident that the contribution of trusted traditional players, especially providers and payers, will remain relevant and necessary even a decade from now. Our mission is to help realize this vision by connecting and enabling these key players in healthcare, namely providers, insurers, patients, and innovators, to deliver greater access to more affordable, higher quality care. our contribution is in way of offering connectivity our technology platform enables the key players to interact in a better way we do not and will not compete with our clients and partners or seek to replace them most importantly we will strive to strengthen existing patient provider relationships to allow hybrid online and offline connectivity across the full continuum of care. With our platform, people engage with providers they recognize and trust, covering all their healthcare needs. We make special efforts to cater to providers' needs and count the number of active providers using Amwell as a key performance indicator. As more providers from our community use our platform, we can offer more trusted services across more therapeutic areas in a very scalable way. We believe that our platform is unique and valuable. We plan to further expand and enhance our investment in it to offer our clients the most impactful capabilities. Our clinical and other services are designed to help our clients and partners realize the value of our technology more quickly and easily. As the model of care evolved and increasingly relies on digital connectivity, we expect our revenues from subscriptions to our technology to grow faster than our services. Consequently, we will focus our investments in making our technology even more innovative, valuable, and comprehensive. As we offer more capabilities, we also expect our user and client experience to become simpler and easier in every way. A good example to our commitment is our new AML Now product that we announced this morning and recently introduced in beta version to our existing clients. It is increasingly easy to use and allows providers to very quickly connect with their patients with little or no prior training. We are very encouraged by the strong adoption of the beta version. AmelNow is commercially available today. We also unveiled new CarePoints this morning. CarePoints are last-mile connectivity instruments to our platform. Our new tablet software and the new C500 cards are designed to offer additional very simple and easy ways for providers to engage with our platform and through it across our ecosystem. We believe that ease of use has become even more important during the pandemic. We are receiving pre-orders for the C500 for Q1 delivery. The new tablet software is commercially available today. These new offerings, like the rest of our products, are designed to be part of an integrated spectrum of capabilities so that our clients always have the most appropriate technology for their needs. Indeed, we aim to further expand our offering of one-stop shop for digital connectivity across our entire ecosystem. We take great pride of the huge number of clients and partners that are already using our platform. We will make every effort to continue and deserve their trust. As new ones join, we see clear network effects. The addition of these new players to the integrated ecosystem is adding value not only to them, but also to the rest of the participants. Indeed, a big part of our value is driven by the magnitude of our connected relationships. We attribute our success to our culture. The first pillar is putting our customers first. We will never do anything that stands in the way of great care or the interests of providers, patients, and our entire community of clients and partners that support them. The second pillar is one team. We recently strengthened our team in welcoming Deborah Jackson to our board. With her incredible experience across healthcare, business, and academics, coupled with her impeccable reputation, Ms. Jackson is bound to make important contribution to AMLO. Our team perseverance was tested recently with COVID. Working from home around the clock, Our team performed admirably, allowing both our services and technology to prevail and perform well despite unprecedented demand. Our team sees our mission as a privilege and a fiduciary moral commitment to our community. During COVID, we saw huge growth in active providers. So many discovered and tried telehealth for the first time, and so many loved it. Coupled with dramatic changes in reimbursement, we believe that COVID provided strong tailwind to telehealth adoption and popularity. New CMS coverage that may persist after COVID is especially conducive to Armwell's model of telehealth. While visit volumes are lower than the numbers we've seen in March and April, they're still much higher than before COVID. More importantly, we see clear growth in our clients' readiness to invest in infrastructure to prepare for a new normal. This is well demonstrated in the growth in subscriptions to our platform and orders of care points. The last and final pillar to our culture is deliver awesome. We strive to offer truly helpful innovation that excites and delights our customers. Amol was honored to be named number one in telehealth satisfaction among direct-to-consumer providers by J.D. Power, a great recognition of our effort. Today, only a small fraction of healthcare is leveraging the enormous potential of digital connectivity. As healthcare embraces connectivity, we will offer more collaborative tools. We are building a powerful global technology platform that will enable better, more affordable and convenient care to millions of people. We plan to realize this vision through both organic and inorganic investments. We will strive to make our acquisitions strategically accretive, always with a view to building strong cultural alignment, and adding complementary digital assets that are designed to integrate into one end-to-end cohesive technology-driven offering. The recent nomination of our new CTO, Sir Khan Khutan, demonstrates our commitment to expand and excel our innovative technology investments. Just before the IPO, we announced our partnership with Google Cloud. While we cannot yet share tactical details about our work together, we did start to collaborate. We have much in common with our friends at Google. Our cultures align well. We're both extremely passionate about our mission to improve health care. Google Cloud brings powerful capabilities that will greatly enhance our collaborative offering. It also brings enormous global reach that could accelerate our impact in the United States and abroad. In addition to our core performance, we are especially encouraged by the quality of our customers, partners, and investors. We see their collaboration with us as an important vote of confidence in our unique strategy. We have seen significant increase in the demand to our technology and services this year. And we believe this reflects the confidence that our healthcare ecosystem clients and partners have in our ability to support them now during the pandemic, but more importantly, over the coming highly transformative years. And with that, I would like to turn to Keith to share with you more on our operational and financial performance indicators.

Thanks, Ido, and thank you to everyone for joining us this afternoon. I want to reiterate Ido's comments about how pleased we are with the outcome of the IPO, our third quarter results, and the momentum we're seeing across our business. Given that this is our first public earnings release, I'd like to spend the first couple of minutes to describe our business model so that you can better understand the key trends and drivers of Amwell. In terms of revenue, about 90% of revenue is recurring in nature and is primarily split between subscriptions and visits and supported by services and care points. Our primary customers are health plans and health systems. Additionally, we have a third smaller group of customers whom we call innovators who use our platform in individualized ways to support their respective businesses. These include the likes of Phillips, who offers programs such as sleep therapy, and separately, large metropolitan 911 services who, during the peak of the crisis, used our platform to assist those 911 calls that could be addressed with virtual care. Our health plan and health system contracts are typically three years in length and are structured for subscription expansion. For example, even sales of our CarePoint hardware devices to our health system customers ultimately add to subscription revenue. As health systems buy more software modules to direct more care through the CarePoint by the health system's own doctors, overall subscription revenue increases. This is because our current health system contracts contain volume components and software modules are required to deliver specific care through that specific care point. This type of flywheel also exists on the health plan side. As health plans expand their virtual care services to a higher percentage of their total membership, and as they add services such as behavioral health to their initial urgent care services, our subscription revenue grows. We also expect this dynamic to be accelerated with our virtual primary care products. Now, before diving into our third quarter financial results, I'd like to spend a moment recapping our recent IPO. On September 21st, we completed our IPO by issuing 51.2 million shares at $18 per share. The total proceeds from this transaction, which included $100 million investment from Google, totaled approximately $922 million. We are thrilled with the results as it reflects pricing above the initial range, an upsized offering, and the full exercise of the underwriter's green shoe. We feel that this positive start positioned us well for a successful first quarter in the public market. Turning to our third quarter financial results, I'm happy to report total revenue of $62.6 million, which is an 80% increase from this quarter last year. Our subscription revenue came in at $25.8 million. The 18% increase can be attributed to new customers that we signed in the quarter, our expansion within the health plan populations, and an increase in the volume of platform visits performed by our health system customers' own providers. As our visit volume remains elevated in comparison to pre-COVID-19 levels, we experienced a steep increase in our visit revenue, totaling $28.5 million, up nearly 300% or four times over the previous year. In this quarter alone, 1.4 million visits were performed on our platform, bringing our total visits to over 4 million for the first nine months of this year. This is down 30% sequentially versus the 2 million visits performed on the platform last quarter during the peak of the crisis, but down only 24% for our AMG visits. Of note, we experienced a 23% increase quarter over quarter in AMG specialty visits as we are seeing the impact of COVID on the population's mental health. While this is an unfortunate and concerning health trend, we are glad that we can support our members through our specialty visit capabilities. We continue to experience outside usage of our platform by our customers' own providers, as 73% of all visits performed on the platform were done not by AMG providers, but by health plan and health systems' own providers. This is compared to 38% in the same quarter last year, and it's a trend that we see continuing as healthcare delivery systems move more to hybrid care models, combining physical and virtual care. As we discussed during the IPO, this is a realization of the vision Edo and Roy had when they started the company 15 years ago. Not to compete with healthcare providers, but rather give them the tools and provide a medium to enable virtual care delivery to meet the needs of their patients and more health plan members. Our care points and services revenue of $8.3 million was an increase of 47% in the quarter. While we are pleased with these strong numbers, some of the increase was unexpected as some of our health system customers used their remaining funds from the Federal Family Care COVID Recovery Act to increase their third quarter care points orders. We view this as a pull forward of some services and care points revenue in the Q3 that we are expecting in Q4. Similarly, but on the services side, Two of our larger health plan customers concentrated their marketing spend in the quarter for a targeted campaign to increase awareness of their plan's virtual care benefits in preparation for a potential next phase of COVID-19. These were specific programs that were completed in Q3. Gross margin for the quarter was 32.7% compared to 45.1% last year. This year-over-year decrease was a direct result of revenue mix, as visit revenue represented a higher percentage of total revenue in this quarter versus the same in 2019. R&D spend of $25.3 million represents an increase of 86% year-over-year, but remained relatively flat at 40% of revenue. R&D spend this quarter came in slightly below expectations as we slowed select hiring decisions to allow our new Chief Technology Officer, Sirkan Kutan, to develop his new product and platform functionality plan. While our sales and marketing spend at $13.8 million was an increase of 18% year-over-year, it was a decrease relative to revenue levels from 31% last year to 21%. This was expected due to travel restrictions and industry conference cancellations. DNA experienced a 200% year-over-year increase, totaling $43 million in the quarter. About $30 million of the increase was due to one-time non-cash stock-based comp awards to our executives, that were triggered by our successful IPO, with the balance of the increase being one-time non-recurring IPO expenses. With the IPO now behind us, in Q4 and throughout next year, we see G&A spend normalizing back to the low-mid $20 million range. Adjusted EBITDA loss of $26.2 million compared to a $20.3 million loss last year was primarily due to revenue mix shift to lower margin visits, and additional expenses incurred typical of a public company versus last year when we were private. From a balance sheet perspective, we ended the third quarter with cash and investments of approximately $1.1 billion, which included IPO proceeds of $922 million. Amwell has no outstanding debt. I want to confirm that as a result of our IPO, combining our A, B, and C-class shares, we ended the quarter with 234.2 million shares outstanding. Now I'll review our initial 2020 outlook. With this being our first quarter as a public company, and because of our strong performance this quarter, I want to provide our initial outlook for 2020 to help frame expectations for the fourth quarter. Looking ahead, we expect to see revenue between $235 and $239 million for the year, reflecting a year-over-year growth of 58% at the midpoint of the range and an adjusted EBITDA loss of $105 to $110 million. As we did during our IPO, in an effort to be transparent and given all the moving parts and uncertainty amidst the COVID-19 crisis, I want to provide a few high-level thoughts on framing 2021. Visit forecast remains uncertain. As discussed during our IPO, what we initially saw from the data from the Southern Hemisphere flu season has played out in the beginning of Q4. And thus, we continue to expect lower than normal flu volumes, supporting the theory that COVID-19 social distancing results in fewer flu incidents. Regarding R&D, we expect the increased spend we discussed during the IPO to continue into 2021. and potentially for the entire year and maybe at elevated levels versus those experienced in the latter part of 2020. As a reminder, this additional COVID-related spend discussed during the IPO was driven by foundational changes in sentiment to use digital connectivity as part of mainstream healthcare. We continue to aggressively expand the platform for anticipated future demand and have accelerated new solutions development driven by our customers' demand to broaden requirements to move more care into the cloud. Finally, highlighting that the substantial visit growth we experienced in 2020 while supporting our members during the pandemic has set an artificial heightened comparable revenue base upon which to measure us on a year-over-year basis next year. While many of you have already correctly accounted for the year-over-year trends based on normalized metrics, I simply am pointing this dynamic out due to the heightened comparative base. In closing, I'd like to reiterate how thrilled we are to be able to report such a strong performance for our first quarter as a public company. Going forward, we feel well capitalized for growth and positioned to maintain a leadership position in the telemedicine market. With that, I'll turn the call back over to Ido for his closing remarks.

Thank you, Keith. Before turning the call over to your questions, I would like to take this time to thank our investors. new and old, for your trust and faith in us and in our mission. I would also like to use this opportunity to thank the amazing One Amwell team for putting our customers and community first, especially during the past few months, and delivering often. You should be very proud, as Roy and I are, in the incredible work you are all doing. Digital care delivery is already transforming health care. We believe this is only the beginning. There is still much work to do and a huge opportunity to dramatically improve clinical and financial outcomes. I am confident that Amol is well positioned to contribute significantly to our community and leverage these strong tailwinds to create much value also to our shareholders. I look forward to meeting you all when it is possible again and to keeping you up to date with our progress. We will now open the call to questions. Operator?

At this time, in order to ask a question, you will need to press star 1 on your telephone. To withdraw your question, press the pound key. We'll pause for just a moment to compile the Q&A roster. And your first question is from Ricky Goldwasser of Morgan Stanley.

Yeah, hi, good evening, and congratulations for first quarter of it. First of all, when we think about the implied guidance for the fourth quarter, there's some acceleration in sequential revenue decline. So if we exclude the pull forward of demand and the special programs, what would sequential decline be in the fourth quarter versus the third? And what are you assuming in terms of COVID impact to fourth quarter utilization?

Thanks, Ricky. It's Keith. I mean, simply put, we haven't factored COVID into Q4 visits. And with visits being at the peak of the crisis, almost 50% of our revenue, there's a potential that that revenue could increase. There was some pull forward at CarePoint's revenue, as I said, you know, during my part of the call, you know, but overall we haven't factored what we're seeing right now, you know, in some hotspot areas in terms of visit increases. And overall we feel really good about the business. All the other areas are performing as planned as we laid out and discussed during the IPO. So it's just a matter of, you know, where we see or where we originally forecasted, you know, the visits when we went public two months ago.

Okay. And then, you know, we talked about the accelerating new solutions to meet the client's demand. Can you talk a little bit about what type of demand and what type of modules you're seeing from your prospective clients? And what models are you selling to existing clients that are looking to add in what they already have?

I'm sorry, Ricky, can you hear me now?

We can hear you now. Hi.

Great. So it's good to hear your voice, and thank you for your questions and your support. In essence, we had a really interesting year. I'm sure all of us did. During COVID, our clients were laser-focused on literally surviving, physically, operationally, and financially. Our average deployment time of four months was reduced to sometimes to two weeks. And we just push systems so we can really fight and survive the crisis. As the crisis somehow subsides, although we're not really sure for how long and for how much, our clients actually realized the huge value of telehealth in a way that was surprisingly violent. Just to give you some numbers, you may have seen a recent survey that showed that if last year 8% of consumers have been using telehealth, this year it's 22. And if providers have been using telehealth, 22% of them have been using telehealth last year, this year 80% of providers have been using telehealth, and over 90% of them said that they are going to continue and use it after COVID. When you look at the mix between AMG and non-AMG, that also changed very dramatically, where 73% of our visits are currently non-AMG. And that means many, many things. Obviously, many of these people are specialists, usually trusted providers with full access to the record that can see patients in person and really cover the full continuum of care. So I would suggest that what we've seen is nothing short of historical change in the readiness to accept digital connectivity as the legitimate main pathway of care. That's a big difference between the use of telehealth as the call center for acute care or urgent care, but to something that is used really all over the place for infinite numbers of modalities. In the same way that EMRs at the beginning were very, very simple, telehealth became something much, much bigger. Complex care is moving home, and with it, enormous needs of our clients. The needs really are across the entire model of care, from accessing much more information that you need to collect from remote patient monitoring and many other resources, to better analytics, to new care plans that need to be charted, taking advantage of this new information, new ways to engage consumers, new ways to connect with providers in a way that is fully integrated with payers, and delivering on last mile. The list is very long, and it's coming from really all over the place from our clients that all of a sudden this year, through the tailwind of COVID, are ready to make the leap and make the jump to really completely change their business, the way that they do business. As such, we decided that we need to accommodate this enormous demand by accelerating a lot of our development in all those areas. Of course, when I say that, some of this development will be done by partners. I mentioned Google and others. And we are definitely going to be as inclusive as we can, trying to not do anything that is already done by someone else, but rather integrate these capabilities. Some of it may be non-organic in case there is another group that is doing it better than us or has some serious advantage. And some of it, as Keith mentioned, will be done by further expanding and accelerating development plans that we had thinking about the future that really realized much faster than anyone could have predicted.

So just one quick follow-up on that. think about the new product that you introduced and will now, and kind of like the tablet, the CarePoint tablet, I think about it as market expansion also into kind of like the primary care market. So are we thinking about this correctly? And then can you maybe kind of help us think of how you're quantifying that incremental market opportunity in addition to that market opportunity identified on the IPO?

Sure. So in essence, we are trying to really match and listen very carefully to our clients and try to create things that are very helpful for them in this very new normal and new time. The AMOLED Now product that you just mentioned is answering a need that is very, very simple. Many of the delivery network are struggling also financially. They don't have the capital or operational resources to integrate a very large system very quickly. And they need something that is still HIPAA compliant, very secure, ready to go, and fully future ready to integrate into more sophisticated, elaborated requirements that they may have. While at the initial part of the crisis, they've been using commercial tools that we all know and use as consumers, these tools proved to be very problematic in a number of ways that I just mentioned. And therefore, there was a need for this very, very simple product that doesn't cost very much and can deploy very, very quickly to simply connect providers to patients. Others, that does not replace the need for robust platforms that do many, many other things that are not part of the scope of the AMOL NOW feature that is literally a starting point, that allows you to wire and bring many more providers into the mix in a fraction of the time. The tablet software is another example. In many cases, you have lots of tablets in your organization and you may not have the time or the resources to buy or acquire dedicated devices, but you still need fleet management and you still need a lot of capabilities that we can offer through this new software so you can realize connectivity very quickly and very effectively for your organization. So when we look at it, we don't see that as a new market, but rather as diversification of our offering to allow our different customers to use the right tool at the right time, knowing that when they need to use different capabilities and different tools, they have that option through a single infrastructure. Of course, the fact that we are ramping up so many providers, pretty staggering if you think about it. We went from 4,000 active providers to 58,000 within a year. And that doesn't seem to stop anytime soon. So that capabilities, all those services are not only relevant, to our health systems client, it's very relevant to the greater ecosystem, namely employers, payers, even government, that could benefit from it. So when we think about new tools that fit the needs of providers, we don't only think narrowly on providers, but rather we think about the entire community who is leveraging this single platform.

Thank you.

And next question is from Robert Jones of Goldman Sachs.

Great. Thanks for the questions, and congrats on the first earnings call here. I guess maybe just to go back, Keith, to some of the comments you made around behavioral. Obviously, that's a rapidly growing and important area in the telespace. Could you talk a little bit just to the clinical capabilities and professionals you feel like you have there today? Do you feel like you have the infrastructure to meet not only the demand today, but as we look out over the next several quarters, just given how coveted this physician group is?

So, I mean, there's, if you recall, we bought a company called Align Telehealth back in 2019, and that was focused on the highest security of the behavioral sector, you know, telepsychiatry within the four walls, you know, of the hospital as well as, you know, once people are discharged. You know, we also have, you know, psychiatrists and therapists that, you know, sit within our specialty care visits, and they make up the far majority, you know, of the visits there. You know, Q2 was a peak across the board for all the visits. You know, Q3, you know, I would say after the first month really started to, you know, to taper off, as you saw, of the overall visits. But surprisingly, and I guess, you know, it's just a state of the mental health of the general population, you know, we saw and are seeing it continue, you know, spikes in both, you know, the specialty care, mainly the behavioral care, you know, as well as, you know, the telepsychiatry visits coming back. Now, specifically on the telepsychiatry, you know, a lot of the emergency rooms were shut to anything but, you know, very high emergency COVID-related patients or, you know, acute like car accidents or heart attacks or whatnot. They've since opened for, you know, emergency psychiatric situations. We're starting to see, you know, those come back as well. But coming off the peak of Q2, we are seeing just an overall decline in the visits from the peak.

No, that makes sense. And I think, Keith, if I wanted to go back just for a point of clarification, on what the non-AMG visits did sequentially, I was just curious if you could maybe weigh back in on that. I thought on our map we would have thought they would have been up sequentially. I believe you said they were down sequentially. But then I guess more importantly beyond the numbers, any insight you can share on the type of of visits you're seeing relative to what you'd seen year to date? I'm thinking just in the context of new use cases versus more visits versus potentially more visits per provider. Just any context there would be helpful.

I mean, Ido touched on this thematically in his opening remarks. We are not a call center. So when you look at what's happening within the platform visits, the non-AMG visits, we're seeing a nice steady increase in the scheduled visits. which means that, you know, specific doctors are increasing the level of care that they're delivering to their specific patients virtually. And that's the name of the game for our company. That's the vision that Ido and Roy had, you know, when they took the company public. And we're seeing, you know, yes, it took a pandemic, you know, to convince, you know, some of the physicians and some of the patients. But we're seeing those trends continue. And that's really what we're all about. So while you see, obviously, during the peak of the pandemic, a lot more interactions with people worried about having COVID, not able to get care in other places, we are seeing the overall volumes decline. But we are seeing, if you unpack those numbers, increases in the areas that are confirming and showing continued embracement of receiving care virtually.

Robert, I would like to maybe compliment that COVID is an anomaly. When people are locked in their home, they have to talk to a doctor whether it's ideal or not. COVID, in our opinion, was really an accelerator of showing many providers that they can effectively communicate with their patients. And indeed, the lion's share of visits today are between existing providers and their patients. And these are non-AMG visits that are compensated through our subscription revenue from those health systems. When people think about telehealth, they typically think about three use cases. It's really urgent care, behavioral health, and some kind of provider to provider connectivity capability. Of course, there are a few more, but that's the lion's share of the market. In our case, we literally are talking about hundreds of use cases. There are really too many to mention. There are so many ways that our platform is supporting different utilities and at our client forum and many other forums that we convene, you can read and see much more of those use cases. Essentially, we think that mainstream healthcare is now using digital connectivity and mainstream healthcare covers truly everything. We are not selling the clinical service. I mean, essentially, we are sending connectivity into the clinical service and enveloping it with everything that is required in order to support it clinically, financially, and operationally. And that's a fundamental change between us and many of the traditional telehealth companies.

No, I appreciate that. Thanks, Ido and Keith. Thanks, Paul.

The next question is from Sean Whelan of Pfeiffer Sandler.

Hi, thanks, and let me add congrats on your IPO and your first call here. So you started at the top saying number of providers is the KPI that we want to watch. Can you just go into a little more detail on your ability to drive that? How do you drive the number of providers? and the level of visibility you have on that into Q4 in 2021.

Hi, Sean. Again, good to hear your voice, and thank you for asking very important questions. It's not easy. It's not easy to onboard providers and retain providers. There are many obvious things and many, many less obvious things that one needs to do in order to support providers. The first thing, and I'm not sure about exactly if it's the right order of things, but they're all very, very important things, is integration into workflow. You really need to make sure that digital connectivity is as simple and as integrated as possible. The work that we do with the like of Cerner, Epic and many others, but especially Cerner, because they've been, I think, doing enormous amounts of investment together with us, is demonstrative of that type of effort. The second element is to offer enough transparency and integration of the digital visits, so it's covered, so it's reimbursed. There are many things we don't control, like CMS reimbursement in some cases, or even commercial payers reimbursement for different TPP codes. What we do control is the ease of use of collecting copays, submitting claims, and things of that nature, and that's very, very helpful. So far, I think these things are pretty obvious to people. There are many other things that are less obvious because if you stop here, that would be kind of generic. We believe that as providers shift into risk and, in general, also are very motivated to really improve the care they give to their patient and doing it in the most efficient way, there are so many other things we can do to help them. If they can get compensated to keeping their patients in the home, whether it's post-surgery or in the community with my own patient, our ability to integrate into remote data monitoring devices or things of that nature, analyze the information and present it in a smart way is a very important example of service that we believe is important for providers. If we can get the attention of their patients with different engagement tools, that's another way of helping the providers. If we allow them to use automation in some ways to create care plans that they feel good about and integrated in, We don't really believe in DM in the silo that is parallel to the main pathway of care, but rather an integrated effort between providers and automation that is really focused on achieving a single goal that's very, very, very helpful. So in way of a trend, I'm talking about really two things. I'm talking about the ability to move telehealth from transaction to reoccurring capabilities. Some of them are automated. Some of them are physical. I mean, if we can help doctors spend only the appropriate physical time with their patients and allowing other communication modalities to prevail, that's very helpful for everyone in many, many ways. And the other element is inclusion. If our system, our platform is an island and it doesn't allow many participants to be present in a very dynamic way, we are missing out on a lot of contribution. And it doesn't really matter if it's a medical device or a new natural language processing or translation capability or post-discharge follow-up with the patients with reminders or things of that nature. So what you should expect from us is really to listen very carefully to the list of requirements of how providers are looking to manage their patients and get paid for managing their patients successfully in the future, and how can we allow them to integrate those capabilities into an interface that is familiar, simple, intuitive for them. So I know I said a mouthful, and as you can tell, I can talk for a little longer too, but that's what we're building. That's how we plan to continue and earn the hearts and minds of the providers. We have 150 delivery networks that are using our platform today. We have some really interesting dialogue with them. We listen very carefully to what they need. With Amwell now and other products, we are going down market now to organizations that are smaller and more narrow in their agenda, but just as important. in the community. So getting to the provider is one thing. And I think that your question really alludes to the bigger question, which is how can you make it sticky? How can you add value all the time to those providers so they remain engaged and operate and provide the care that they normally care through our platform? And I think that we need to earn this right every day. And we definitely have big plans on how to do that.

So, Sean, when you get the cue or when you read through the cue, you're going to be able to see, you know, it breaks apart the overall increase in active providers. I mean, the lion's share is coming from, you know, our customers' own providers, the plans and the hospital systems. And then if you further, and we don't go into this detail in the queue, but it's more leaning towards the specialists, the higher acuity doctors, wanting to have this functionality to be able to further deliver care. So you look at the increase in the AMG doctors, You know, we slightly increased it. It's mainly, I think as Bob asked earlier, you know, we're adding more and more specialists. You know, we're seeing huge spikes in that part of our business, you know, rather than the simple urgent care doctors. It's the non-AMG, you know, that we're really monitoring and seeing, you know, the expansions in the areas that, you know, get us really excited. The AmWellNow product, as Ido said, you know, is really going to bring into the fold those doctors who are on the peripheral, you know, into delivering care virtually with a much simpler product that, you know, is still on the platform, but, you know, it's a Zoom-like product.

That's all very helpful, a lot to unpack. I will leave it there. Thanks for your comment. Thanks, Sean. Thank you, Sean.

The next question is from Kevin Calendo of UBS.

Hi. Thanks for taking my call, guys. Hopefully this one will be a little bit simpler. We were hoping to get a breakdown of subscription revenues between the health system and the health plan. Sort of, I guess, thinking about going forward how that mix might change for you guys in terms of subscriptions as we look towards 2021. And you said earlier providers. Up to 80% of them are now using telehealth. Is that a fully penetrated market? Is there still opportunities where people just aren't up to speed on their telehealth offering?

So while we're not prepared maybe to break down the numbers on your first part of the call, I'd be thrilled to maybe start answering the second part. The role of telehealth and digital connectivity is enormous. It's not a binary thing. It's not a transaction. It's the beginning of connectivity with patients that has really a giant canvas of opportunities. The fact that 80% of providers in the United States this year were exposed for the first time to telehealth is very exciting. I have to assume, though, that that transaction was relatively simple. per design. They were locked in their home, or patients were locked in their home, and they just connected through a very simple modality of video or even phone, maybe in some cases. But it did open the floodgate in having many, many providers realize that that's an opportunity. The connectivity, which is not only counted in visits, and that's a really important thing to realize, we are not a visit company. We're also not trying to sell visits or sell clinical services, but we are rather creating connectivity among the players in order to interact in a new way, which we think has enormous promise. Therefore, we see that first step is only that. we believe that the value that can be generated by connectivity is not only great clinically, we also think that it will generate a lot of value to different participants, and as a result also will allow us to monetize the value that we generate with the different participants. To help maybe quantify it somehow, when you onboard a provider, you are creating a virtual network. The ability of interacting with this provider is not only important to the provider or the patient. It's also very important to the employer. It's also very important to the payer, in some cases to the government, to the risk bearers, and many others that participate in this process. So we will be laser, however, if you disconnect with this provider, a lot of this goodness is not possible. Long story short, this is the starting point and certainly not an endpoint to what's possible with onboarding new providers to a company.

And, Kevin, I can't let the first part of your question totally go. You know, we are, you know, things are playing out as expected, you know, from the IPO, except a couple of the, you know, aspects of visits that we discussed, you know, earlier on. You know, the newer products that we are rolling out, you know, really are bringing, and we discussed this also during the IPO, you know, the health plan subscription parts of the revenue, you know, versus, you know, the even mix between visits and subscriptions on the plans. It's really, as we discussed the flywheel, you know, it's really starting to increase and bring more of, you know, the subscription part of the business over to the plan side.

Okay, that's really helpful, guys. Thanks so much.

Thanks, Kevin.

Thank you, Kevin.

Next question is from Jalandhra Singh of Credit Suite.

Yeah, thanks, and congrats on the first quarter of the public campaign. Apologies if I missed this, but did you give outlook for AMG visits or total visits for the fourth quarter?

No, we didn't. I mean, as you know, we're going to provide that on annual guidance. But, you know, given what we're seeing across the country and unfortunately some extreme hot spots in certain areas of the U.S., you know, it's the most volatile aspect of our business. And, you know, that's why we did not guide for that for the rest of the year.

Okay, that's fair. But then you also made a statement that the current consensus seems to be deflecting your view about less flu visits or some headwinds on visits next year. Is it fair to say that your views about the visits in 2021 has not necessarily changed over the past two to three months?

Jill, Andrew, we're going to give guidance, you know, in February for next year. I mean, we're still monitoring it. We want to see how the flu season plays out. We want to see, you know, we are seeing some big spikes in certain areas of the country. You know, it's just premature to say what we're going to see next year. I mean, we weren't expecting, we're hoping these spikes didn't happen, you know, for the greater population, but we are seeing them. So I'm just going to reserve that until we get fuller guidance.

Fair point, fair point. And then on the gross margin of 32.7% a quarter, you have impact from low margin AMG visits during COVID. How should we think about the gross margin sequential trend in fourth quarter? And when we think about your long-term gross margin target of 50%, can you talk about the drivers to get there? What could be the potential sort of upside to your target there?

Yeah. So as we discussed on the IPO, our specialty visits, I mean, there's massive economies of scale. I mean, for the specialists, they are more expensive. And to be able to make sure, I mean, we have to hit our SLAs and return the calls under five minutes. So for all the states that we offer specialist care, you have to have a certain number of specialists on there to make sure that you meet those SLAs. So There's massive economies of scale. They're more expensive providers. Once we further expand that business and made us excited seeing the ability to support those specialist visits, those behavioral visits in the quarter, the spikings that we're seeing, that will accelerate the margins in that area. The other aspect of gross margins for this quarter is You know, we said that there was an acceleration for CarePoint, you know, given the COVID recovery funds. You know, those are lower margin business as well as, you know, there were two programs, two very targeted marketing programs by two large health plans. You know, that is lower margin business as well. In terms of Q4, you know, we are expecting the gross margins in that quarter or in this quarter that, you know, we thought at the time of the IPO. You know, there's some aspects when there are hosting expenses that come in Q4 as well as some other, you know, aspects of our business that happened in this last quarter of the year. So you will always have, you know, all things being equal, a lower margin quarter, you know, versus the other remaining three quarters.

All right.

Thanks. Maybe more generally on this, if you think about our business, there is what I call the business of the past somehow and the business of the future. When you look into the past, traditional telehealth is we're going to hire a bunch of doctors and we're going to try to sell them for a margin to sell a visit. When you look into the future, doctors and other participants are going to use our platform in order to interact with each other in a new way. As the proportion of the call center-like businesses diminishes versus the proportion of technology enablement, obviously, like any type of technology, the margins are very, very different, and you can see this shift. But it's not going to happen overnight. It's still very important to offer those services today. But over time, as more and more providers in the community assume their role in connecting with their own patients and other patients that trust their brand, you're going to see improvement in the margins. So that's one element. The second element is care itself is going to rely less on people and more on automation. So if patient care today really includes almost holistically an interaction with a person that is very, very expensive and not necessarily accessible, a lot of the interaction will leverage all the goodness of AI and analytics and many other tools that are going to make the human time much less and the automated time much more. But that does not discount the value of the automation. There could be enormous amount of intellectual property from clinical innovator that is still very valuable, but very, very high margin as you deploy it. And as a result, you can democratize healthcare. You can offer great care to many more people. But as you do that, you do that very efficiently. So in the next few years, you should definitely expect our margins to evolve over time. Nothing in healthcare is overnight, but that's the trajectory that we are going as a technology company. And that's very maybe confusing to some that are used to look at telehealth as a service company. We are a technology company, and we're going to see more and more of that in the next few years.

Jalendra, I'm looking back at my notes from the IPO. This is an area that I know you were focused on You know, if you think about the flywheel on the health plan side, you know, and with the new products that are coming out and the evolution of virtual primary care, you know, you are eventually going to see, you know, those visits revenues, lower margin revenues. transfer into subscription revenues like we're seeing on the health system side. So, you know, it's like we talked about at the IPO, you know, more of the new products coming out on the plan side, transferring that visit revenue, lower margin visit revenue, fee for service into subscription revenue. And then on the health system side, you know, just the continuation of what they're doing there and the increase in what gets, you know, our company so excited, monitoring the non-AMG providers or customers' providers.

Perfect, thanks.

Thanks, Yolanda.

And your next question is from Charles Rye of Cowan.

Yeah, thanks for taking the questions and congratulations as well on your first quarter out here. I wanted to follow up on a couple points that has come up here. You know, one, you know, you guys mentioned that a lot of the affiliated visits reported here were actually scheduled. And Keith, I don't know if you guys gave the percentage, but is there a percent that you can kind of tell us of how many of those visits were actually scheduled versus sort of on demand? And then secondly, you know, if we think about that going forward, and obviously we have a lot of positions on the platform today, but if we think about sort of the higher or the higher performing physicians, particularly the specialists, you know, is there a way for you guys to know what percent of their total, you know, sort of daily volume is virtual versus physical? Is there any way to kind of get a sense of how much of their practice is shifting to virtual for those who are taking the most advantage of it?

Hi, Charles. Again, good to hear your voice. Good to have you with us. We are new to the public market, and we really try to focus on certain KPIs that are clearly helpful for everybody to really understand our progress year over year. And we are making a conscious effort not to break down too many things that may be providing a some pieces of information that over time are not showing the full picture. So with your permission, I will confine myself to give you more directional answers. I would say that what's very, very clear is that once people emerge through the main cracks of COVID sometime in September into now, in the last few months, They are now having many discussions with us about the new normal, about how to implement infrastructure for connectivity that is per design hybrid. The popularity of virtual primary care that we worked on for the last few years and other elements that we created is really conducive or indicative to this trend. How fast will it go? I'm not entirely sure. I think it will be faster than we hoped before, that's for sure, because of the readiness of all the players, including the pairs, to cover and participate in those hybrid modalities. So, you know, scheduled visits require many things that we are developing. It requires, for example, very good consumer engagement and ways to interact with those available schedules, deep integration into EMR and many, many other things. I would say directionally that you're going to see a continued trend of non-AMG providers using our platform more and more often with greater and greater proportion of people that are doing it on a scheduled basis as more and more specialty care is becoming available on our platform. The likelihood of finding my oncologist or ophthalmologist on demand is literally nonexistent. Of course, you need to do scheduling, but the story is not only in those transactions. The story is how to virtualize the full care team and how to automate as much of their goals as possible so the time spent with them is as effective as possible.

Charles, I mean, it's something that we monitor internally and really, you know, it conveys to us the success of our products, you know, in terms of, you know, the pandemic, delivering care virtually. Was it forced upon people? Yes. Is it continuing? Is it now a concrete, you know, part of the healthcare delivery medium? Absolutely. And that's one of the things. Scheduled visits means patients are embracing it. Physicians are, you know, telling their patients we can do this virtually. It's just an internal benchmark or litmus test as we come out of the pandemic. So it's not insignificant, but it's just something we don't want to report publicly.

Yeah, no, I appreciate that. And I understand that. Just to follow up, you know, going back to the fourth quarter guide here, is it right to think that the sequential decline is really tied to the visit revenue? Because I'd imagine subscription revenue, generally speaking, shouldn't move around like that. Is that fair?

Yeah, of course.

Okay. Okay. Because you mentioned that there was some spend from a managed care client for some programs. Is that separately or that would have been a subscription revenue, but that does not necessarily repeat?

Oh, no, they were marketing programs. So you'll see that in the care points and services. You know, there are some of the older health system contracts that have, you know, immediate recognition of their increased volume. so you know those fees are like a toll on the platform you know we take a toll you know the new contracts are like the cell phone plan that we you know discussed during the ipo so you know there was some component of that in q3 you know that we don't we don't project that we don't forecast you know those toll expenses because they're the old contracts but you know i guess directionally it's showing you know what's happening for health system customers you know there was a lot more unexpected volume, you know, that they were delivering care virtually, you know, thus some of the increase in subscription.

Okay, thanks. Ido, if I could just ask one more. You mentioned, right, the ability to schedule visits requires sort of deep integration into the health systems, you know, EMR, et cetera. You know, earlier in the pandemic, clearly you noted that physicians in an attempt to connect with their patients were just using, you know, anything available online. Are you hearing from your health system clients then as they look to drive greater integration for telehealth into their daily workflow, getting their physicians off of those other platforms and back onto AML or whoever they're using?

Yes, absolutely. Obviously, I cannot speak for all our clients, there are many of them, but I would say that the initial fluctuation that you saw with very, very simple video conferencing tools and so on made sense when there was a war, when there was no other choice, but very quickly showed some very serious deficiencies in a number of critical areas. I mentioned the security and the in regulations, but many other things as well. Some of our clients actually prohibit the use of those tools anymore and are moving all their doctors to different elements of our platform. The Amway Now product is extremely helpful because it gives you the feel of those very, very simple connectivity tools, but getting you all the benefits of ability to interact with a platform that is infinitely a healthcare platform, which is much more reliable. I still believe that the simple connectivity tools that are helpful are not going to be enough for the new normal for a long list of reasons. There are many, many things that are missing. And we are glad to see many of our clients feel that way too. I would, for example, share that about 40 of our clients already adopted the better version of Amwell now, which was pretty surprising. We didn't expect that much of a warm welcome, also because it's really a much better replacement to non-healthcare tools that are used by many providers.

Great. Thank you.

And we have time for one last question. We have a question from Robby Mizra of Barenberg Capital Markets.

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Sure. So you're absolutely right to assume that, look, our focus is driven by all the other indicators that are performing just as well or even better than during the time of our IPO. As a new company in the public sector, we really didn't want to include any focus that relates to COVID surge, only because there is really no way to know how much this is going to happen. And our opinion is as good as others. You are absolutely right to assume that if you're going to see COVID share, which is possible or even probable, according to some, you're going to see a surge in visits, if only to judge based on what we experienced only a few months from now. Very simply put, when people are locked in their home or when people are very anxious. or obviously concerned or could be even sick, the access to telehealth is often used and we've seen it many times. So they're likely to use every tool in their arsenal, but the most popular tool would be going to the service, the benefit they receive from their employers and their payers, and hitting those services, which means that they're going to hit on our AMG revenues, and you're going to see a very big spike in those revenues around the respiratory, urgent care, things of that nature that are related to COVID-like situation. That's the immediate spike that you're going to see. There are secondary, longer-term impacts of such potential surge. As a result, more people will be forced to encounter telehealth, some of them for the first time. Even more doctors are going to do more telehealth, whether they like it or not, ready or not, and they are going to discover the benefits of that. And as a result, we believe that the level of urgency, the level of acceptance of investment in telehealth connectivity platform is going to be further accelerated. It's not really broken. I don't think we need it. I think the trend is very, very clear already based on what we all went through in the last few months. So I don't think the company actually requires such a surge. And as people, of course, we pray and hope that that will never happen. There is nothing good. But that's what it's going to do in Q4 in case we're going to see that surge. As it relates to Google, as I mentioned in my opening remarks, I really can't get into tactics, but I'm happy to give you a high-level description of the two main benefits that we see in this relationship. The first area of benefit is really product enhancements. And even today, Google announced their innovation that relates to natural language processing, the ability to almost understand clinical text and, as a result, offer much better decision support to different participants, especially patients and providers. That's a great example. They have some other developments in AI, in consumer engagement, in device data collection, in cloud capabilities, and really many, many other things that are beyond the time that we have on the call. You should assume that our technology teams are already working together very, very well to really understand this long list of assets and see how their incorporation into our offering could benefit our ecosystem. And we've only been at it for a couple of months, but I can assure you that we are thrilled by what we found, by the synergies, and we work really, really well together. And you should definitely expect those things to show up in the market when we're done. The second element is the fact that Google is a global company. It really touches every place on Earth. We believe that unlike the service business of telehealth, which is very location-driven, the technology-driven, as we proved in Israel, for example, is really true almost anywhere. When you want to connect a group of patients with a group of providers, that's universal appeal. That's an unmet need that is true anywhere. With Google Reach, we definitely plan to work together to bring our capabilities to any place on Earth. And with tools that are increasingly simple, like the Ammon Now product that we announced this morning, we can do that in a way that requires much less barriers to be implemented by offering a lot of value. And we're going to continue to look at the same KPIs both here and abroad, which is we really want to get to as many providers as possible, as quickly as possible, so they can make themselves available to as many people as possible, and then layer on as much support to those services so we can really improve financial and clinical outcomes.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating.