Good morning, good afternoon, and good evening. My name is Aaron and I'll be your conference operator for today. At this time, I'd like to welcome everyone to the Amwell Q3 2023 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there'll be a question-and-answer session. [Operator Instructions] Thank you. I would now like to hand the call over to Sue Dooley, Head of Investor Relations with Amwell. Sue, you may begin.

Hello, everyone, and welcome to Amwell’s conference call to discuss our third quarter of 2023. This is Sue Dooley of Amwell Investor Relations. Joining me today are our Chairman and CEO, Dr. Ido Schoenberg and Bob Shepardson, our CFO. Earlier today, we distributed a press release detailing our announcement. This release is posted on our investors.amwell.com and is also available from normal news sources. This conference call is being webcast live on the Investor Relations page of our website where a replay will be archived. Before we begin our prepared remarks, I would like to take this opportunity to remind you that, during the course of this call, we will make forward-looking statements regarding projected operating results and anticipated market opportunities. This forward-looking information is subject to the risks and uncertainties described in our filings with the SEC and actual results or events may differ materially. Except as required by law, we undertake no obligation to update or revise these statements. On this call, we will refer to both GAAP and non-GAAP financial measures. A reconciliation of our GAAP to non-GAAP financial measures is provided in our posted earnings release. With that, I would like to turn the call over to Ido.

Thank you, Sue, and hello, everyone. In Q3, our business moved forward in three important ways. We want to striking new opportunities supporting the United States federal government. Specifically, the Defense Health Agency digital-first initiative across the military health system, we are excited by this important validation of our new converged platform and the expanded opportunity it rewards us. We also accomplished our goal for client migrations and reach our metric of 50% of visits on Converge a quarter ahead of schedule. In addition, we made significant progress in transforming our growth organization to maximize the commercial impact of our solutions. Finally, we demonstrated the value and benefits of our approach through compelling customer testimonials. I'd like to take some time to go into each of these highlights. The standout event of Q3 was the previously announced $180 million task order awarded to the Leidos partnership for Defense Health, which includes Amwell. Together, we aim to modernize and provide digital health enablement to DH providers and patients. Let me jump right into some details I can share. With the Leidos partnership, Amwell was selected to power a multiyear transformation as part of DHA's digital first initiative. This award followed a rigorous data-driven evaluation process and our converged solution emerged as uniquely qualified. The award demonstrates our market leadership position is an enabling digital transformation partner. It also extends our TAM, expanding our reach into the government and public sectors. This is a major event in our company's history that increases our revenue visibility and fortifies our path to profitability. After the initial phase next year, the enterprise rollout outlined in the task order would place the US government among our largest customers with a very substantial weighting in recurring software revenue. Work has already begun. Roy myself and our entire…

Thanks, Ido, and hello, everybody. I would like to walk you through a few operating metrics and financial results from the third quarter as well as our guidance then I'm eager to provide you with some more context regarding our DHA win, building on our press release issued last month. While our financials continue to reflect our transition to the Converge, our business moved meaningfully ahead this quarter in terms of client migrations, our growth transformation, normalizing, rationalizing costs and of course the DHA win. To review, we ended the third quarter with 104,000 active providers, flat compared to a year ago. This represents a slight decline from last quarter, as during replatforming efforts, temporary declines can occur. We continue to view active providers as an important indicator of the sustained value our clients see and our platform and we anticipate that our number of active providers will increase as we migrate existing and implement new clients on to Converge. Total visits were approximately $1.4 million in the third quarter, about equal to last year. Scheduled visits represented 65% of the total, in line with our experience over the last few years. As it relates to visit volume patterns, we continue to believe that we are returning to more typical seasonality, with second and third quarters lower than the first and fourth, which was less apparent during the pandemic. We continue to make good progress successfully migrating, our clients to the new platform. In Q3, successful migrations drove visits up Converge for the quarter to 50% up from 43% in the second quarter and crossed the 50% threshold one quarter earlier than our target. And as Ido said, payer migrations have begun. Given payer visits are tied to the enrollment cycle at year-end, we expect to see payer-related visits transition…

Thank you, Bob. With Q3 behind us, we are focused on three key areas of execution as we look to close out the year in a strong position, setting up for 2024. First, we are finalizing our growth transformation. Second, we will continue migrating clients on to converge. And finally, working with our LPDH partners, we are beginning the important deployment work supporting the DHA's digital first initiative. Before we take your questions, I'd like to share an insight from our time spent with clients in the market this quarter. Health care remains one of the final frontiers for optimizing for technology. It's still early days for our industry as we evolve towards hybrid care delivery, but we believe the industry is ready for this change at Amwell, we are driving every day to inspire and enable our clients to evolve their approach to hybrid care is to pursue a mission and drive toward profitable growth. With that, we are ready to conclude our formal remarks. Thank you for listening today. Operator, please open the line for questions. Thank you.

Thank you, Dr. Schoenberg. [Operator Instructions] We will go ahead with our first question from Craig Hettenbach from Morgan Stanley. Your line is open.

Thank you. Congrats on the DHA win. And in particular, in terms of the rig rosevaluation, is there anything else you can share in terms of any the amount of solutions besides ML that they evaluated and what you think gave you the biggest edge to close that deal?

Hi, Craig, sure. I'll try to give more color. This was -- we've known the DHA for a long time. We started to serve the US maybe five years ago and we participated in numerous fibers. This effort will be relatively short, but very, very deep evaluation very robust. The nature of the way that prime contractual work is such that we are not privy to other options and vendors, and we are not able, even if we're known to share that. But I can share with you that, they did look at every detail and the plan for deployment is there. What they did share with us during the award process and the selection process is that they were very impressed with our maturity and track record. We serve very, very large clients and strategic in their size and even bigger. I think the life a lot of the elements of the technology. Of course, this call is way too short to describe the list. It's pretty long. I can give you just one example maybe we are able to have a dynamic scheduling for a provider we call it a dynamic provider Quin. And that allows when this system is deployed globally for a seller in Hawaii to see care very close if it's available. But if not, based on multiple fairly complex rules, we can extend the reach really anywhere around the globe and make sure that they have a much better access to care. In addition to that, the DSA and MHS were very vocal including the Secretary Display, Austin and the Director of the DHA to beta Crossland about the importance of taking care of people, they call it a and they talked much about the crisis in access to behave health services to chronic care to wellness, and we have all that. So the comprehensiveness of the offering in converge match very well the need of the clients. I would add maybe one more element. This is really a partnership that includes many really good participants, including our long-time partner, Oracle Cerner. The fact that we've worked and integrated with Oracle Cerner for many years, I think it was also helpful for the client to feel that the risk in this deployment is lower, and we can all work really well together.

Thanks for sharing that.

Thank you for your question. Our next question is from Stan Bernstein with Wells Fargo Securities. Your line is open.

Hi. Thanks for taking my question. Maybe on the guidance, you have a pretty wide implied range in the fourth quarter. Can you just walk us through what's driving the upside and downside of that range? Thanks.

Hey. Stan, it's Bob. It's Bob here. The -- so we -- I think we left the guidance in place, primarily because the fourth quarter can have some pretty large swings on visit volumes. We saw that last year when we had an early and severe flu season, drive some pretty meaningful volumes. So we opted to leave that in place. That would really be the factor that might move things around within the range. And as you saw, we also widened out a little bit on the cost side associated with the BHA.

Got it. And maybe just a quick follow-up on that. How should we think about the incremental impact of the R&D spend as we model 2024?

Yes. We -- I would say on that, we're -- we've done, I think, a real good job in delivering on the cost savings associated with R&D as we progress through the year. And I think we'll continue to see those types of declines through the end of the year. Next year away from the spend associated with the DHA contract and customizing and implementing and integrating there, we would continue to be on a path towards normalization in that 25% to 30% of subscription revenue over the next couple of years. So that's proceeding as planned. As we kind of get into the budgeting -- come to the end of the budgeting process and are working very closely with our LTDH partners here on the deployment. I think we'll be in a much better position to guide on spending for next year incremental to what we've had out there.

Great.

Thanks for your question. Our next question is from Jailendra Singh with Truist Securities. Your line is open.

Thank you and thanks for taking my questions. And congrats on the DHA contract, and I appreciate all the color there. My question is around the -- your kind of core business where you talked about in the past, strain on your provider clients, but as they're trying to deal with some staffing shortage and improving patient experience. And you guys have called out sales process getting elongated. Just curious if you can provide any update there? Have you seen any improvement in trends and a little bit more color on capital spending from your provider clients in particular?

Hi Jailendra, this is Ido. Essentially, there is obvious pressure in the market -- cost pressure that is apparent to anyone that is there. With the converge especially, we have lots of proof points around critical pathways that are relevant both in times of prosperity, but even more relevant in time where the budget is tight. I gave a few examples in my prepared remarks. So, in a high level, we are able to prove that we are helpful in improving things like staff retention and member retention. We have a long list of ways to impact the efficiency, and I gave a few examples for that as well. And we have ways to expand the scope of products or services that our clients can offer and drive the topline for our customers. So, if more of those proof points are becoming available in the market, our repositioned growth organization having an easier and easier time to articulate the rationale behind those investments even in time of cost pressure. I would also add that we see quite a bit of consolidation in the market, especially in provider market. And convert service a really effective electronic group between those organizations. So, it's a very good way to integrate a lot of your digital assets, and that allows you to do many things, including some serious IT cost savings and an ability to create immediate integration of data and services that seems to be a very high priority for these type of organizations. I would also add lastly, that the staff pressure is really significant. Nurse shortages, especially, the digital discharge that we have and many other programs are hitting home with many of those customers and allow them to basically expand the reach of the staff that is in such a short supply during this period. So, overall, this is not a luxury product and add on innovation type things like Telehealth used to be a few years ago. This is a necessary day-to-day infrastructure that is now proven to improve financial performance for our customers. And again, we have the actual proof points and some of them were shared with you today.

Very helpful.

Thank you for your question. Our next question is from Jack Wallace of Guggenheim Securities. Your line is live.

I got a follow-up on the MHS award. And just thinking about some of the upfront then, particularly on the customization, it sounds like, Bob, you mentioned that there's an element of that, that was going to be cash flow accretive. And then I just wanted to confirm that whether that was from an upfront spend standpoint or if there's a margin on the professional services component? And then second to that would be how much of the upfront build here would be transferable in the instance per se, the VA would also have a similar type of award and this would make for an easier plug-and-play opportunity there? Thank you.

Hi, Jack, I'll take the second part of your question and let Bob do the first part. So in the initial phase, we will do a lot of work to integrate into the GovCloud, the government cloud, the EHR GENESIS and comply with many rules and regulations for this unique environment, including cybersecurity and other elements. Nothing in this work is risk in our opinion. The work is very clear. We know what to do. And we are very comforted by the enormous experience of other partners like Leidos and Oracle that Oracle Cerner that are very familiar with the environment and are going to do the work together with us. This work is directly relevant for clients who are -- potential clients who are not included in this past quarter, first and foremost, the VA as I'm sure you know, the MHS Video Connect, the one that we are replacing and modernizing for the DHA is really derivative of the VA Video Connect. And the EHR, the Vista is very similar to the one we are integrating with. Very much like the DHA, the is also very, very large. It's actually larger then the DHA 172 medical centers, over 1,000 clinics and about 9 million enrollees and there is another really important point, which is the system is built for continuous to fair. I mean, essentially, there is movement between those two population that is important. And that's why in many ways, these organizations typically choose similar solutions. So we believe that, that initial effort will position us very well to compete for the business of the VA in other public entities. Bob, maybe you'll take the first question.

Yes. So thanks. So Jack, thank you for the question. The initial -- this is -- think about it in two phases. There's an initial deployment phase and then a full enterprise rollout. If we just think about the initial deployment phase, that in and of itself is cash flow accretive to Amwell. So that's a positive cash generator for us over the 22-month period of performance. And to go from the initial deployment to the full enterprise deployment, and that's to the full $9.6 million people that the DHA provides care to and across the 47 or so hospitals and medical centers and the 525 clinics there's no incremental investment required to go from that initial deployment to the full enterprise rollout So you'll see all of that come on without any incremental spending to bring that on. It's basically to bring the first medical center on we're going to spend just about everything we need to spend. So that's how you should think about it.

That’s helpful. Thank you.

Thank you for your question. Our next question is from the line of Ryan MacDonald of Needham & Company. Your line is live.

Hey, thanks for the question and congrats on the DHA win. This is Matt Shea on for Ryan. I wanted to touch on the active providers. So I was surprised to see client providers tick down again in the quarter. Just curious, was there any churn within that to call out or just replatforming and with 50% of visits now on Converge, should we expect to see that number start to increase sequentially now? And then on the AMG side also, I was just curious what drove that decline and if there's any gross margin benefit from less AMG providers?

Hi, Matt, I'll take the first part and let Bob continue with the second. So we talked a lot in previous calls about what we platforming means, you have some of your clients in legacy. Some of them are migrating. There is an element of churn, but we talked about it, and it's very much growingly in the rare viewer where we stand right now with more than half of our volume already on Converge. Per design, when you move from one environment to another, you lose people quite quickly, but to gain them a little more slower. So the answer to your question is that we certainly plan and expect to see continued growth in our active providers. And I think Bob actually said that in his prepared remarks. As you may remember, there are big deployments also this year, but certainly early next year that are all going to increasingly contribute to raise this number. Bob want you take the second part.

Yes. And on the AMG side, I wouldn't read too much into the number of active providers. They're 1099. And there is some impact from a gross margin perspective as we think about ramping up panels for our APC business, we need to have -- we have SLAs there. We need to have availability for subject to those SLAs. So that can actually have having too many -- too much capacity there can be negative from a gross margin perspective. But away from that, on the urgent care side, I don't -- I wouldn't read too much into it. And we can be adding some of our customers, we're building platform -- platforms to activate their doctors. And so we can be growing on that side of the business, and you wouldn't see that on the AMG side. So -- the -- I think that addresses your question, but if it didn't, let me know.

Matt, thank you for your question. Our next question is from the line of Charles Rhyee with TD Cowen. Your line is live.

Yes. Thanks for taking the questions. Maybe I know you touched on it kind of tangentially, but just wanted to get an update sort of how bookings for next year are trending here through the third quarter. But particularly as you've kind of change sort of your go-to-market strategy? Maybe any update on the progress of sort of this implementation of the new sales force focus on ROI?

Charles, this is Ido. Thank you for your questions. So where we stand today, we have very good staff on converge and very happy customers. So that's a really good starting point. We have a healthy pipeline. But very importantly, in the same way that we transformed our platform, we've really transformed our growth organization to grow it methodically and meaningfully over the next two years. So to give you more details, as you requested, the first thing we did is upskilling of the team and the people. And we are now focused on -- we did some research and thinking and our focus on market segments and subsegments where we have very strong right to win and to maximize really the value and impact on profitability. I think a good example is our very encouraging hit rate with very large strategic customers. People tend to forget that we completed Converge only this summer, and we want not one, not two, not three, but actually four very large strategic customers on a platform that just emerged into the market. So that's definitely a very good sign. We improved our methodology, the way that we operate and sales operation. We did a lot of work there. And we really optimize and increase the clarity of our communication what we sell today is very different than what we sold with the legacy and I think we are able to communicate it much more clearly today. Very importantly, we built an infrastructure that allows us to capture and report proof points. You are one of the beneficiaries on these calls, but we have lots of other places, and especially with clients where we can really show the value of the different utilities in the new platform. As you asked in the question, we built a whole new solution organization that allows us to really have a dialogue with customers to understand their issues and build solutions that are right for them. And it's really not a slogan. We are not viewed as just a vendor. We are viewed as a partner and we are helping to transform those organizations and they do need help as they need to do a lot of important things. Lastly, we shared that we brought some very capable leaders, very mature and experienced leaders across all organizations, but especially growth, led by Kathy Weiler from United. And we improve the way that the different units of the company between product delivery and growth are working together as one team. So overall, all those efforts translate in our opinion to a very good level of readiness to begin to grow our pipeline and convert it faster -- much faster than we did before.

Thank you for your question. Our next question is from Glen Santangelo with Jefferies. Your line is live.

Hi. Thanks for taking my question. Hey, Ido, I just want to come back to some of the comments you made in your prepared remarks. I mean, now with 50% of the visits now migrated to Converge, you seem to suggest in your prepared remarks that these migrated clients are scaling very rapidly. And you sort of talked about all these proof points. But when I sort of take that back to subscription revenues, it seems like the total subscription revenue number has been suddenly stuck in that high 20s number for a good number of quarters, and so I'm trying to get a better understanding for these already migrated clients like what the upsell opportunity looks like into these converted customers? Or is that not the right way to think about it? Should we think about it more that this just strengthens those relationships and it's really about sort of winning new business?

Well, Glen, hi. There are multiple things here. One is, we still have legacy in the rearview mirror. And legacy is -- comes with a number of pain points, and it's drawing expenses and it's not developing the way it should because it's basically a platform that is going to be sunset. At the same time, you have a new platform that is looking fantastically well, but is being implemented. And normally, especially with larger clients, there is a whole process here that takes some time. You integrate, you train, you grow and you don't grow overnight. I mentioned the time line. We'll finish Converge this summer. So we fully expect that to scale very nicely but we have a lot of upside ahead of us with our existing clients in same-store and also with the new ones, but it's going to accelerate as the new platform. So there is some time for you to take full momentum of the opportunity. And what you see is the combination in a number and that may be a little bit confusing but these are the two conflicting trends that we see where we stand. We fully expect that to be a thing of the past as we finish next year.

Glen, thanks for call and your question. Our next question is from the line of David Larsen with BTIG. Your line is live.

Hi. Congratulations on these large enterprise wins, shows that Converge is obviously the right strategy. You've talked Ido about sunsetting the legacy platform. Can you maybe describe a little more like what exactly does that mean -- is that FTEs? Is that bodies? And how much money are you going to save once that platform is sunset? And then with a decline in R&D costs, can you describe the nature of that? Are you -- is there an external vendor who is building Converge for you? And then once you're at, call it, 60% or 80% or 100% migrated, the vendor kind of disappears. Just thanks very much.

Sure. So a few things. When we talk about our legacy platform and sunsetting as a goal, when that happens, a lot of good things happen for the company, keeping clients our own legacy for various reasons. They're not ready to migrate – some of the functionality wasn't ready on time when they wanted to because we were building it and things of that nature. So about half of volume, a little less now is still they're supporting an older platform and not investing it is expensive. And it's uncomfortable for us and for our customers. So there is no question that once you have a single, modern, very capable code base that is very high quality it's less costly. And very importantly, the customer sentiment is much better. The converged heavy lifting really finished this summer, and we are, as Bob mentioned, we are really scaling down R&D very significantly. Our R&D includes the core of engineers that are full-time employees in Amwell. And we did work with quite a few contractors as we build converge. And what you see right now is the reverse of that. So as we finish components of Converge, we're able to reduce and normalize our R&D, which is really a potential to save a significant amount of equity. We are going to continue to invest in the platform, but it's a normal proportion of our budget and what the extraordinary sums that you've seen in the past few years to really build this transformational custom. Bob, I don't know if you have anything to add?

Yeah. I would say a couple of things to add on. One is the amount of money that we estimate that we'll save once we're able to sense that those platforms is between $5 million and $10 million. And some of that is cost to vendors and when things like hosting and the other is -- and I would say the other piece of this is we have a lot of resources dedicated right now to migration. And obviously, once we're at a point where we can sunset those platforms, those resources can be redeployed elsewhere. So I think that's another part of how to think about what happens with the sun setting of those platforms and the ending of the migration effort, which we're really targeting the end of next year for

Thank you for your question. Our next question is from the line of Jessica Tassan with Piper Sandler. Your line is live.

Hi, guys. Thank you for squeeze me in. Congratulations on the DHA, so I think we just wanted to understand the kind of positioning into the payer replatforming for 2024. I know we had two large strategic payers plus the DHA commit so far in 2023. So I guess at this point, does Amwell have complete visibility or complete commitment from payer customers heading into 2024. And can we think of 3Q 2023 as kind of the low point for quarterly subscription revenue from here with new strategic hospital cross-sells and payer migrations kind of layering in from this point forward? Thanks.

Hi, Jess, good to hear it voice. We have four strategic, three are 3 are names, one is not, all of them are fully committed to converge at this point in various degrees. To our lives, one will be live early next year and the other one shortly thereafter. So that's the headline. Bob, why don't you take the second part of the question.

Yeah. I don't really -- I don't have an answer for you, Jess, on does 3Q represent the low point in subscription revenue, it could very well. I think that as we think about the rollout here going forward, the DHA, obviously, there's nothing in this year for the DHA that we will start to see revenues from them at go live next year and that will build, because there are several go lives associated with that contract. I think the other important thing to note is once the government, the DHA makes the election to go to the full enterprise rollout, which we estimate for planning purposes to be towards the end of the year here, there's a step function in our financials from 2024 to 2025. That's really important to understand. And I think I said earlier, that step function doesn't bring within any incremental investment. So the initial deployment here, which is cash flow accretive over the -- just on the initial deployment over the initial -- the 22-month period of performance is all the spending that's loaded in for that full enterprise deployment. So I'm sure we're around the low point here of where subscription revenues should be, but the upside associated with the growth initiatives that Ido has talked about as well as just looking myopically at this DHA contract that brings with it the potential for a dramatic expansion in subscription revenue.

Thank you for your question. We just have time for one final question. That will be from the line of Diana Lee [ph] with Bank of America. Your line is live.

Hi. This Hannah Liam [ph] on for Allen Lutz. Thanks for taking my question. Just wanted to know if there's been any updates on how you're thinking about the $400 million profitability targets. And if you can frame what you're thinking about in terms of gross margin expectations, or any OpEx assumptions related to those targets?

Yeah, sure. No real new thinking on it. Other than I would say getting there has been meaningfully derisked over with what we've accomplished here over the last quarter. And that brings with it getting to that area of $400 million over 1,000 basis points of gross margin expansion as the lion's share of that growth is really going to be driven by subscription software revenue. So you combine that over 1,000 basis points of improvement with probably about 25% declines in operating expenses, driven primarily by declines in R&D spending over that period of time, but also pretty meaningful operating leverage in SG&A. And that all comes together to deliver a breakeven in and around that 400 level.

Thank you for the question. We are just at time. So I'd like to turn it back over to Dr. Schoenberg for any final comments.

Thank you, Aaron, and thank you, everyone. Thank you. We really appreciate you joining us this evening and wish you a great night.

Thank you. And ladies and gentlemen, this does conclude today's conference call. You may now disconnect. Have a great evening. Take care.