American Well Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by American Well Corporation on November 28, 2022. The filing discloses the entry into a Material Definitive Agreement with Elevance Health, Inc. (formerly Anthem Inc.), a major health insurance provider.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on the terms of a new contractual agreement rather than reporting period financial results.
Material Changes and Agreements
- Master Services Agreement (MSA): American Well entered into a new MSA and Statement of Work with Elevance Health, effective January 1, 2023. This supersedes the previous vendor agreement dated December 23, 2014.
- Service Scope: American Well will operate a white-labeled digital care delivery platform for Elevance Health under the brand "LiveHealth Online."
- Revenue Model: Elevance Health is obligated to pay annual subscription fees and Per Member Per Month (PMPM) fees. Additional fees may apply for professional services, development, innovation, and engagement marketing.
- Provider Agreements: Online Care Group, PC (OCG), American Well's clinical partner, signed separate provider agreements with Elevance Health entities to provide access to a 50-state network of clinical professionals.
- Term: Both the MSA and Provider Agreements have an initial term of 3 years (January 1, 2023, to December 31, 2025) with automatic one-year renewals thereafter.
Outlook, Risks, and Termination Provisions
The agreements include specific termination rights:
- MSA Termination: Either party may terminate for material breach (after a cure period), bankruptcy, or insolvency. Elevance Health may also terminate for security/confidentiality breaches, change-of-control events, or compliance defaults by American Well.
- Provider Agreement Termination: Either party may terminate without cause after the initial three-year term or any renewal term with 365 days' prior written notice. Termination is also permitted for bankruptcy or other specified events.
Investor Verification Checklist
- Verify the specific dollar amounts for the annual subscription fees and PMPM rates, as these are redacted in the public filing.
- Confirm the total number of Elevance Health members expected to be covered under the LiveHealth Online platform.
- Review the full text of Exhibits 10.1 through 10.4 for detailed performance metrics and service level agreements.
- Assess the impact of this 3-year extension on American Well's recurring revenue stability compared to the prior 2014 agreement.