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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 04, 2025

 

 

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39515

20-5009396

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

75 State Street

26th Floor

 

Boston, Massachusetts

 

02109

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617 204-3500

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, $0.01 Par Value

 

AMWL

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 2.02 Results of Operations and Financial Condition.

On November 4, 2025, American Well Corporation (the "Company") announced its financial results for the fiscal quarter ended September 30, 2025. The Company's Earnings Report is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

The Company will host a conference call to discuss its financial results today at 5 p.m. ET. The call can be accessed via a live audio webcast at https://edge.media-server.com/mmc/p/63sb3bwu. A webcast replay of the call will be available via webcast shortly after the completion of the call, for approximately 90 days at investors.amwell.com.

 

The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:

99.1

Earnings Report, dated November 4, 2025, issued by American Well Corporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AMERICAN WELL CORPORATION

 

 

 

 

Date:

November 4, 2025

By:

/s/ Anna Nesterova

 

 

 

Anna Nesterova
Head of Legal

 


EX-99.1 2 amwl-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img267946692_0.jpg

 

 

Amwell® Announces Results for the Third Quarter Ended September 30, 2025

 

BOSTON – November 4, 2025 – Amwell® (NYSE: AMWL), a leading provider of a comprehensive SaaS-based technology-enabled healthcare platform, today announced financial results for the third quarter of 2025.

 

“Our third quarter performance surpassed guidance and reflects continued execution of our strategic plan to reach break-even cash flow from operations by year-end 2026," said Dr. Ido Schoenberg, Chairman and CEO of Amwell. "We are leveraging our enterprise-grade platform—increasingly powered by AI infrastructure and nearly two decades of telehealth expertise backed by millions of digital-first care encounters—to deliver substantial value for customers while maintaining exceptional operational efficiency.”

 

“Healthcare organizations are increasingly challenged by fragmentation across multiple point solutions, and the market is moving in our direction," continued Dr. Schoenberg. "Amwell provides a scalable and reliable technology-enabled care backbone that delivers one platform, one user experience, and one data infrastructure. We give customers complete flexibility to select from the rapidly growing array of clinical programs that best serve their needs while safely realizing the promise of AI-driven automation coupled with the compliance and clinical integrity of certified care providers—an approach that drives meaningful improvements in both clinical and financial outcomes.”

Amwell Third Quarter 2025 Highlights:

Recorded Total Revenue of $56.3 million, exceeding the previously provided financial guidance from Q2
o
Achieved subscription revenue of $30.9 million
o
Generated Amwell Medical Group (“AMG”) visit revenue of $21.2 million
Reported gross margin of 52.4%
Net loss was ($31.9) million, compared to ($19.5) million in second quarter of 2025
Adjusted EBITDA of ($12.7) million, compared to ($4.7) million in the second quarter of 2025
Total visits were 1.1 million

Financial Outlook:

The company revised its guidance for 2025 (this reflects the previously announced divestiture of Amwell Psychiatric Care):
o
Revenue in the range of $245 million to $248 million, compared to previous guidance of $245 million to $250 million
o
AMG visits between 1.3 million and 1.35 million, no change
The company also narrowed its guidance range for Adjusted EBITDA to a range of between ($45) million to ($42) million, compared to the previous guidance of ($50) million to ($45) million

The company also provided financial guidance for Q4 2025 Revenue and Adjusted EBITDA:

Q4 revenue in the range of $51 million to $54 million
Q4 adjusted EBITDA in the range of ($15) million to ($12) million

The Company reiterated its objective to achieve positive cash flow from operations in 2026.

Amwell will host a conference call to discuss its financial results today at 5 p.m. ET. The call can be accessed via a live audio webcast at https://edge.media-server.com/mmc/p/63sb3bwu. A webcast replay will be available for approximately 90 days at investors.amwell.com. Other than with respect to GAAP Revenue, the Company only provides guidance on a non-GAAP basis. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because other deductions used to calculate projected net income (loss) vary dramatically based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and, therefore, could result in projected GAAP net income (loss) being materially less than projected Adjusted EBITDA (non-GAAP).

 


 

About Amwell

Amwell offers payers and health systems a single, comprehensive, technology-enabled care platform. We use technology to provide patients with better access to more convenient, affordable and effective care. The Amwell platform includes software and services that power many clinical programs from Amwell and our growing number of partners. Our platform allows patients to experience unified, personalized and simple access to diversified clinical programs across the care continuum. As more people seek care online and more clinical programs become available, we offer integrated, future-ready, consistent solutions. The Amwell platform is proven, operating at a large scale, enabling care for millions of patients and their sponsors while delivering dependable outcomes. For almost two decades, Amwell has proudly served some of the largest and most sophisticated healthcare organizations in the U.S. and worldwide. For more information, visit business.amwell.com or LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements about us and our industry that involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations, financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this release. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: our ability to successfully transition our clients to Converge without significant attrition; our ability to renew and upsell our client base; the election by the Defense Health Agency to deploy our solution across their entire enterprise; the continuation of the DHA relationship beyond July 2026 with comparable financial terms; weak growth and increased volatility in the telehealth market; our ability to adapt to rapid technological changes; increased competition from existing and potential new participants in the healthcare industry; changes in healthcare laws, regulations or trends and our ability to operate in the heavily regulated healthcare industry; our ability to comply with federal and state privacy regulations; the significant liability that could result from a cybersecurity breach; our ability to commence and complete and strategic transformation initiatives and the impact of such initiatives; and other factors described under ‘Risk Factors’ in our most recent form 10-K filed with the SEC. These risks are not exhaustive. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause actual results to differ materially from the results anticipated by our forward-looking statements is included in the reports we have filed or will file with the Securities and Exchange Commission. These filings, when available, are available on the investor relations section of our website at investors.amwell.com and on the SEC’s website at www.sec.gov.

Contacts

Media:Press@amwell.com

Investors:

Asher Dewhurst

amwell@icrhealthcare.com

 


 

AMERICAN WELL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

 

 

September 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

200,888

 

 

$

228,316

 

Accounts receivable ($1,184 and $616, from related parties and net of
   allowances of $7,149 and $7,236, respectively)

 

 

55,578

 

 

 

71,885

 

Inventories

 

 

1,823

 

 

 

2,858

 

Deferred contract acquisition costs

 

 

2,626

 

 

 

2,513

 

Prepaid expenses and other current assets

 

 

10,253

 

 

 

11,421

 

Total current assets

 

 

271,168

 

 

 

316,993

 

Restricted cash

 

 

795

 

 

 

795

 

Property and equipment, net

 

 

249

 

 

 

376

 

Intangible assets, net

 

 

74,556

 

 

 

101,538

 

Operating lease right-of-use asset

 

 

4,760

 

 

 

7,203

 

Deferred contract acquisition costs, net of current portion

 

 

4,874

 

 

 

5,350

 

Other assets

 

 

3,023

 

 

 

2,213

 

Investment in minority owned joint venture

 

 

 

 

 

1,500

 

Total assets

 

$

359,425

 

 

$

435,968

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

5,965

 

 

$

5,015

 

Accrued expenses and other current liabilities

 

 

47,349

 

 

 

49,326

 

Operating lease liability, current

 

 

3,678

 

 

 

3,690

 

Deferred revenue ($45 and $198 from related parties, respectively)

 

 

29,495

 

 

 

53,232

 

Total current liabilities

 

 

86,487

 

 

 

111,263

 

Other long-term liabilities

 

 

1,253

 

 

 

1,170

 

Operating lease liability, net of current portion

 

 

1,782

 

 

 

4,511

 

Deferred revenue, net of current portion ($0 and $10 from related parties,

   respectively)

 

 

2,540

 

 

 

2,780

 

Total liabilities

 

 

92,062

 

 

 

119,724

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares

   issued or outstanding as of September 30, 2025 and as of December 31, 2024

 

 

 

 

 

 

Common stock, $0.01 par value; 1,000,000,000 Class A shares authorized,

   14,672,254 and 13,922,877 shares issued and outstanding, respectively;

   100,000,000 Class B shares authorized, 1,369,518 shares issued and

   outstanding; 200,000,000 Class C shares authorized 277,777 issued and

   outstanding as of September 30, 2025 and as of December 31, 2024

 

 

164

 

 

 

156

 

Additional paid-in capital

 

 

2,304,591

 

 

 

2,286,380

 

Accumulated other comprehensive income

 

 

(13,139

)

 

 

(15,840

)

Accumulated deficit

 

 

(2,036,705

)

 

 

(1,965,924

)

Total American Well Corporation stockholders’ equity

 

 

254,911

 

 

 

304,772

 

Non-controlling interest

 

 

12,452

 

 

 

11,472

 

Total stockholders’ equity

 

 

267,363

 

 

 

316,244

 

Total liabilities and stockholders’ equity

 

$

359,425

 

 

$

435,968

 

 

 


 

AMERICAN WELL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

($744, $742, $2,009 and $2,442 from related parties,

   respectively)

 

$

56,286

 

 

$

61,046

 

 

$

194,017

 

 

$

183,358

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Costs of revenue, excluding depreciation and amortization

   of intangible assets

 

 

26,779

 

 

 

38,352

 

 

 

89,496

 

 

 

118,799

 

Research and development

 

 

18,582

 

 

 

19,797

 

 

 

58,921

 

 

 

67,283

 

Sales and marketing

 

 

9,078

 

 

 

16,771

 

 

 

34,172

 

 

 

60,883

 

General and administrative

 

 

21,736

 

 

 

25,183

 

 

 

66,083

 

 

 

86,404

 

Depreciation and amortization expense

 

 

9,443

 

 

 

8,313

 

 

 

25,467

 

 

 

24,767

 

Total costs and operating expenses

 

 

85,618

 

 

 

108,416

 

 

 

274,139

 

 

 

358,136

 

Loss from operations

 

 

(29,332

)

 

 

(47,370

)

 

 

(80,122

)

 

 

(174,778

)

Interest income and other income (expense), net

 

 

638

 

 

 

3,882

 

 

 

4,171

 

 

 

10,334

 

Net gain on divestiture

 

 

(2,000

)

 

 

 

 

 

8,713

 

 

 

 

Loss before expense from income taxes and loss from
   equity method investment

 

 

(30,694

)

 

 

(43,488

)

 

 

(67,238

)

 

 

(164,444

)

(Expense) Benefit from income taxes

 

 

(1,217

)

 

 

149

 

 

 

(1,060

)

 

$

(1,223

)

Loss from equity method investment

 

 

 

 

 

(702

)

 

 

(1,500

)

 

$

(2,402

)

Net loss

 

 

(31,911

)

 

 

(44,041

)

 

 

(69,798

)

 

 

(168,069

)

Net income (loss) attributable to non-controlling interest

 

 

467

 

 

 

(577

)

 

 

980

 

 

$

(2,580

)

Net loss attributable to American Well Corporation

 

$

(32,378

)

 

$

(43,464

)

 

$

(70,778

)

 

$

(165,489

)

Net loss per share attributable to common stockholders,
   basic and diluted

 

$

(2.00

)

 

$

(2.87

)

 

$

(4.44

)

 

$

(11.13

)

Weighted-average common shares outstanding, basic and

   diluted

 

 

16,214,711

 

 

 

15,135,421

 

 

 

15,928,671

 

 

 

14,864,967

 

Net loss

 

$

(31,911

)

 

$

(44,041

)

 

$

(69,798

)

 

$

(168,069

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

375

 

 

 

5,196

 

 

 

2,701

 

 

 

(115

)

Comprehensive loss

 

 

(31,536

)

 

 

(38,845

)

 

 

(67,097

)

 

 

(168,184

)

Less: Comprehensive income (loss) attributable to
   non-controlling interest

 

 

467

 

 

 

(577

)

 

 

980

 

 

 

(2,580

)

Comprehensive loss attributable to American Well Corporation

 

$

(32,003

)

 

$

(38,268

)

 

$

(68,077

)

 

$

(165,604

)

 

 


 

AMERICAN WELL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(69,798

)

 

$

(168,069

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization expense

 

 

25,467

 

 

 

24,765

 

Provisions for credit losses

 

 

151

 

 

 

851

 

Amortization of deferred contract acquisition costs

 

 

1,962

 

 

 

1,819

 

Amortization of deferred contract fulfillment costs

 

 

745

 

 

 

275

 

Inventory provisions

 

 

375

 

 

 

 

Net gain on divestiture

 

 

(8,713

)

 

 

 

Stock-based compensation expense

 

 

17,432

 

 

 

36,659

 

Loss on equity method investment

 

 

1,500

 

 

 

2,402

 

Deferred income taxes

 

 

(29

)

 

 

2

 

Changes in operating assets and liabilities, net of acquisition:

 

 

 

 

 

 

Accounts receivable

 

 

9,001

 

 

 

(35,932

)

Inventories

 

 

660

 

 

 

1,891

 

Deferred contract acquisition costs

 

 

(1,520

)

 

 

(2,312

)

Prepaid expenses and other current assets

 

 

681

 

 

 

(1,620

)

Other assets

 

 

382

 

 

 

(206

)

Accounts payable

 

 

896

 

 

 

3,305

 

Accrued expenses and other current liabilities

 

 

(3,313

)

 

 

8,685

 

Deferred revenue

 

 

(24,477

)

 

 

13,582

 

Net cash used in operating activities

 

 

(48,598

)

 

 

(113,903

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(9

)

 

 

(116

)

Capitalized software development costs

 

 

 

 

 

(12,690

)

Investment in less than majority owned joint venture

 

 

 

 

 

(1,715

)

Purchases of investments

 

 

(1,000

)

 

 

 

Proceeds from divestiture, net of cash divested

 

 

20,400

 

 

 

 

Net cash provided by (used in) investing activities

 

 

19,391

 

 

 

(14,521

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from employee stock purchase plan

 

 

844

 

 

 

1,384

 

Payments for the purchase of treasury stock

 

 

(3

)

 

 

(1

)

Net cash provided by financing activities

 

 

841

 

 

 

1,383

 

Effect of exchange rates changes on cash, cash equivalents, and restricted cash

 

 

938

 

 

 

(350

)

Net decrease in cash, cash equivalents, and restricted cash

 

 

(27,428

)

 

 

(127,391

)

Cash, cash equivalents, and restricted cash at beginning of period

 

 

229,111

 

 

 

372,833

 

Cash, cash equivalents, and restricted cash at end of period

 

$

201,683

 

 

$

245,442

 

Cash, cash equivalents, and restricted cash at end of period:

 

 

 

 

 

 

Cash and cash equivalents

 

 

200,888

 

 

 

244,647

 

Restricted cash

 

 

795

 

 

 

795

 

Total cash, cash equivalents, and restricted cash at end of period

 

$

201,683

 

 

$

245,442

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

1,513

 

 

$

3,272

 

 

 


 

Non-GAAP Financial Measures:

 

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, of US GAAP, we use adjusted EBITDA, which is a non-U.S GAAP financial measure to clarify and enhance an understanding of past performance. We believe that the presentation of adjusted EBITDA enhances an investor’s understanding of our financial performance. We further believe that adjusted EBITDA is a useful financial metric to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize adjusted EBITDA as the primary measure of our performance.

We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) tax benefit and expense, (iii) depreciation and amortization, (iv) gain on divestiture, (v) stock-based compensation expense, (vi) severance and strategic transformation costs and (vii) capitalized software costs.

We believe adjusted EBITDA is commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term adjusted EBITDA may vary from that of others in our industry. Adjusted EBITDA should not be considered as an alternative to net loss before taxes, net loss, loss per share or any other performance measures derived in accordance with U.S. GAAP as measures of performance.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these capital expenditures. Our legal, accounting and other professional expenses reflect cash expenditures and we expect such expenditures to recur from time to time. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure.

In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Adjusted EBITDA should not be considered as an alternative to loss before benefit from income taxes, net loss, earnings per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three and nine months ended September 30, 2025 and 2024 and the three months ended June 30, 2025:

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

Three Months Ended June 30, 2025

(in thousands)

 

2025

2024

 

2025

 

2024

 

 

Net loss

 

$ (31,911)

 

 $ (44,041)

 

$ (69,798)

 

 $ (168,069)

 

$ (19,531)

Add:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

9,443

 

  8,313

 

  25,467

 

  24,767

 

  8,224

Interest income and other income (expense), net

 

  (638)

 

  (3,882)

 

  (4,171)

 

  (10,334)

 

  (845)

Gain on divestiture

 

  2,000

 

  —

 

  (8,713)

 

  —

 

  —

Benefit (Expense) from income taxes

 

  1,217

 

  (149)

 

  1,060

 

  1,223

 

  (725)

Stock-based compensation

 

  4,027

 

  10,599

 

  17,375

 

  36,665

 

  5,662

Severance and strategic transformation costs(1)

 

  3,193

 

  2,865

 

  9,199

 

  16,821

 

  2,541

Capitalized software costs

 

  —

 

  (4,718)

 

  —

 

  (12,690)

 

  —

Adjusted EBITDA

 

$ (12,669)

 

 $ (31,013)

 

$ (29,581)

 

 $ 111,617)

 

$ (4,674)

 

(1)
Severance and strategic transformation costs include expenses associated with the termination of employees and expenses that focus on transforming the strategy of the Company’s sales and growth organization as well as our overall cost structure.