One Medical Announces Results for Fourth Quarter and Full Year 2021

February 23, 2022 at 4:05 PM EST
  • 2021 Ending Total Membership Count of 736,000, a 34% Increase Year-Over-Year. Ending Consumer and Enterprise Membership Count of 703,000 and At-Risk Membership Count of 33,000
  • Fourth Quarter 2021 Net Revenue of $230.2 Million, an 89% Increase Year-Over-Year
  • Full Year 2021 Net Revenue of $623.3 Million, a 64% Increase Year-Over-Year
  • 2021 Ending Cash and Marketable Securities of $501.9 Million
  • Provides Q1 2022 Guidance and Full Year 2022 Guidance

SAN FRANCISCO, Feb. 23, 2022 (GLOBE NEWSWIRE) -- 1Life Healthcare, Inc. (One Medical) (Nasdaq: ONEM) today announced financial results for the fourth quarter and full year ended December 31, 2021.

“Last year at One Medical we significantly advanced our mission to transform healthcare through our modernized primary care model, reaching more people, in more markets, across every stage of life," said Amir Dan Rubin, Chair & CEO of One Medical. “We believe we have never been better positioned to deliver better health, better care, and better value, in a better team environment.”

Financial Highlights for the Fourth Quarter 2021

All comparisons are to the three months ended December 31, 2020. Unless otherwise noted, our results of operations in this press release include the activity of Iora Health, Inc. ("Iora") beginning from the close of our acquisition on September 1, 2021.

  • Total membership count as of quarter-end was 736,000 compared to 549,000, a 34% increase; Consumer and Enterprise membership count of 703,000 and At-Risk membership count of 33,000 as of quarter-end.
  • Net Revenue was $230.2 million compared to $121.8 million, an 89% increase.
  • Medical Claims Expense Ratio was 94%.
  • Loss from Operations was $95.8 million, or 42% of Net Revenue; Net Loss was $95.4 million, or 41% of Net Revenue.
  • Care Margin was $37.6 million, or 16% of Net Revenue.
  • Adjusted EBITDA was a loss of $40.6 million, or 18% of Net Revenue.

Financial Highlights for the Full Year 2021

All comparisons are to the twelve months ended December 31, 2020. Unless otherwise noted, our results of operations in this press release include the activity of Iora beginning from the close of our acquisition on September 1, 2021.

  • Net Revenue was $623.3 million compared to $380.2 million, a 64% increase.
  • Medical Claims Expense Ratio was 92%.
  • Loss from Operations was $243.5 million, or 39% of Net Revenue; Net Loss was $254.6 million, or 41% of Net Revenue.
  • Care Margin was $188.1 million, or 30% of Net Revenue.
  • Adjusted EBITDA was a loss of $34.9 million, or 6% of Net Revenue.

Financial Outlook

One Medical provides forward-looking guidance on membership count, total net revenue, Care Margin, and Adjusted EBITDA. Care Margin and Adjusted EBITDA are non-GAAP measures.

 Three Months Ending
March 31, 2022
 Twelve Months Ending
December 31, 2022
Amounts in millions, except membership dataLow High Low High
Consumer and Enterprise Members 715   735   790   810 
At-Risk Members 37   38   40   42 
Total 752   773   830   852 
Medicare Revenue$125  $130  $515  $535 
Commercial Revenue 115   120   530   550 
Total Net Revenue$240  $250  $1,045  $1,085 
Care Margin$35  $45  $195  $215 
Adjusted EBITDA$(40) $(30) $(135) $(115)
                

Management has not reconciled forward-looking non-GAAP Care Margin and Adjusted EBITDA to their most directly comparable GAAP measures of loss from operations and net loss, respectively. This is because we cannot predict with reasonable certainty and without unreasonable efforts the ultimate outcome of certain GAAP components of such reconciliations, including market-related assumptions that are not within our control, certain legal or advisory costs or others that may arise, without unreasonable effort. For these reasons, we are unable to assess the probable significance of the unavailable information, which could materially impact the amount of the future directly comparable GAAP measures. See below for additional important disclosures regarding our non-GAAP financial measures.

Quarterly Conference Call Details

The company will host a conference call to review the results today, Wednesday, February 23, 2022 at 1:30 p.m. (PT) / 4:30 p.m. (ET). A live audio webcast will be available online at https://investor.onemedical.com. The conference call can also be accessed by dialing 1-800-258-1651 for U.S. participants, or 1-612-979-9928 for international participants, and referencing conference ID 5176036. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

Key Metrics and Non-GAAP Financial Measures

Members: members include both Consumer and Enterprise members as well as At-Risk members as defined below. Our number of members depends, in part, on our ability to successfully market our services directly to consumers including Medicare-eligible as well as non-Medicare eligible individuals, to Medicare Advantage health plans and Medicare Advantage enrollees, to employers that are not yet enterprise clients, as well as our activation rate within existing enterprise clients. We define estimated activation rate for any enterprise client at a given time as the percentage of eligible lives enrolled as members. While growth in the number of members is an important indicator of expected revenue growth, it also informs our management of the areas of our business that will require further investment to support expected future member growth. Member numbers as of the end of each period are rounded to the thousands.

Consumer and Enterprise Members: a Consumer and Enterprise member is a person who has registered with us and has paid for membership for a period of at least one year or whose membership has been sponsored by an enterprise or other third party under an agreement having a term of at least one year. Consumer and Enterprise members do not include trial memberships, our virtual only One Medical Now users, or any temporary users. Our number of Consumer and Enterprise members depends, in part, on our ability to successfully market our services directly to consumers and to employers that are not yet enterprise clients and our activation rate within existing clients. Consumer and Enterprise members may include individuals who are: (i) Medicare-eligible and (ii) have paid for a membership or whose membership has been sponsored by an enterprise or other third party. Consumer and Enterprise members do not include any At-Risk members as defined below. Consumer and Enterprise members help drive commercial revenue.

At-Risk Members: an At-Risk member is a person for whom we are responsible for managing a range of healthcare services and associated costs. At-Risk members help drive Medicare revenue.

Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

Medical Claims Expense Ratio: we define Medical Claims Expense Ratio as medical claims expense divided by Capitated Revenue. The nature of our contracting with Medicare Advantage payers and CMS requires us to be financially responsible for a range of healthcare services of our At-Risk members. Our care model focuses on leveraging the primary care setting as a means of reducing unnecessary or avoidable health care costs and balancing our cost of care with the impact of our service levels on medical claims expense. We are liable for potentially large medical claims should we not effectively manage our At-Risk members’ health. We therefore consider the Medical Claims Expense Ratio to be an important measure to monitor our performance. As we sign up new At-Risk members or open new offices to serve these members, our Medical Claims Expense Ratio is likely to increase initially due to a potential increase in medical claims expense from a lag in improvement in health outcomes with member tenure. Similarly, there may be a lag in adequately documenting the health status of our members, resulting in different Capitated Revenue compared to what is indicated by the health status of an At-Risk member. We believe that the Medical Claims Expense Ratio for a given set of At-Risk members can improve over time as we help improve their health outcomes relative to their underlying health conditions.

Care Margin: we define Care Margin as income or loss from operations excluding depreciation and amortization, general and administrative expense and sales and marketing expense. We consider Care Margin to be an important measure to monitor our performance, specific to the direct costs of delivering care. We believe this margin is useful to both us and investors to measure whether we are effectively pricing our services and managing the health care and associated costs, including medical claims expense and cost of care, of our At-Risk members successfully. We have provided below a reconciliation of historical Care Margin to loss from operations, its most directly comparable GAAP financial measure.

Adjusted EBITDA: we define Adjusted EBITDA as net income or loss excluding interest income, interest and other expense, depreciation and amortization, stock-based compensation, change in the fair value of our redeemable convertible preferred stock warrant liability, provision for (benefit from) income taxes, certain legal or advisory costs, and acquisition and integration costs that we do not consider to be expenses incurred in the normal operation of the business. Such legal or advisory costs may include but are not limited to expenses with respect to evaluating potential business combinations, legal investigations, or settlements. Acquisition and integration costs include expenses incurred in connection with the closing and integration of acquisitions, which may vary significantly and are unique to each acquisition. We started to exclude prospectively from our presentation certain legal or advisory costs from the first quarter of 2021 and acquisition and integration costs from the second quarter of 2021, because amounts incurred in the prior periods were insignificant relative to our consolidated operations. We include Adjusted EBITDA because it is an important measure upon which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA to be an important measure to both management and investors because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. We have provided below a reconciliation of historical Adjusted EBITDA to net loss, its most directly comparable GAAP financial measure.

Available Information

One Medical intends to use its Company website (including its Investor Relations website) as well as its Facebook, Twitter and LinkedIn accounts as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

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 current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing our estimates as of any subsequent date. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: timely and successful integration of Iora with our company and our ability to timely and successfully achieve the anticipated benefits and potential synergies of the transaction; the strength of the One Medical brand; member satisfaction with our services and support; the effects of the COVID-19 pandemic, including any new outbreaks and emerging variant strains of the virus, and related self-isolation and quarantine measures on our business, revenue, future growth and results of operations; anticipated membership growth and revenue potential from our members; our ability to retain members; our ability to successfully introduce and drive adoption of new products; changes in the pricing we offer our members; our relationships with our health network partners and enterprise clients and any changes to, accommodations in or terminations of our contracts with the health network partners or enterprise clients; our ability to improve cost of care and margins, including timing and expenses of new office openings and entry into new geographic markets; changes in laws or regulations; our involvement in existing and potential litigation, including medical malpractice claims and consumer class actions; any governmental investigations or inquiries, including those related to COVID-19 vaccine administration or challenges to our relationships with the One Medical PCs under the administrative services agreements; our strategic plan; the impact of new laws and regulations on our industry, including Medicare, general economic and market conditions, our financial outlook; our focus areas for investment and our investments; announcements by us or our competitors of business or strategic developments; and our overall business trajectory. 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, including our Annual Report on Form 10-K for the year ended December 31, 2021. These filings, when available, are available on the investor relations section of our website at investor.onemedical.com and on the SEC’s website at www.sec.gov.

About One Medical

One Medical is a membership-based and technology-powered primary care platform with seamless digital health and inviting in-office care, convenient to where people work, shop, live, and click. Our vision is to delight millions of members with better health and better care while reducing costs. Our mission is to transform health care for all through our human-centered, technology-powered model. Headquartered in San Francisco, 1Life Healthcare, Inc. is the administrative and managerial services company for the affiliated One Medical physician owned professional corporations that deliver medical services in-office and virtually. 1Life and the One Medical entities do business under the “One Medical” brand.

Media Contact:
Kristina Skinner, One Medical
Senior Director of External Communications
press@onemedical.com

Investor Contact:
Ken Goff, One Medical
VP of Investor Relations
investor@onemedical.com

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
(unaudited) 

 Three Months Ended December 31, Year Ended December 31
  2021   2020   2021   2020 
Net revenue:       
Medicare revenue$99,517  $  $129,979  $ 
Commercial revenue 130,697   121,800   493,336   380,223 
Total net revenue 230,214   121,800   623,315   380,223 
Operating expenses:       
Medical claims expense 90,458      116,543    
Cost of care, exclusive of depreciation and amortization shown separately below 102,182   71,179   318,639   234,959 
Sales and marketing (1) 24,355   8,120   61,994   36,967 
General and administrative (1) 88,516   39,046   323,127   157,282 
Depreciation and amortization 20,552   6,251   46,496   22,374 
Total operating expenses 326,063   124,596   866,799   451,582 
Loss from operations (95,849)  (2,796)  (243,484)  (71,359)
Other income (expense), net:       
Interest income 79   174   798   1,809 
Interest and other expense (3,608)  (5,758)  (13,757)  (13,434)
Change in fair value of redeemable convertible preferred stock warrant liability          (6,560)
Total other income (expense), net (3,529)  (5,584)  (12,959)  (18,185)
Loss before income taxes (99,378)  (8,380)  (256,443)  (89,544)
Provision for (benefit from) income taxes (3,945)  (232)  (1,802)  (123)
Net loss (95,433)  (8,148)  (254,641)  (89,421)
Less: Net loss attributable to noncontrolling interest          (704)
Net loss attributable to 1Life Healthcare, Inc. stockholders$(95,433) $(8,148) $(254,641) $(88,717)
Net loss per share attributable to 1Life Healthcare, Inc. stockholders - basic and diluted$(0.50) $(0.06) $(1.64) $(0.75)
Weighted average common shares outstanding - basic and diluted 192,402   133,533   155,343   118,379 

(1)    Includes stock-based compensation, as follows:

 Three Months Ended December 31, Year Ended December 31
  2021  2020  2021  2020
 (unaudited) (unaudited) (unaudited)  
Sales and marketing$1,265 $542 $4,136 $2,385
General and administrative 29,839  7,230  108,162  32,710
Total$31,104 $7,772 $112,298 $35,095

Components of Net Revenue:

 Three Months Ended December 31, Year Ended December 31
  2021  2020  2021  2020
 (unaudited) (unaudited) (unaudited)  
Net revenue:       
Capitated revenue$96,737 $ $126,609 $
Fee-for-service and other revenue 2,780    3,370  
Total Medicare revenue 99,517    129,979  
Partnership revenue 58,447  52,117  224,051  159,482
Net fee-for-service revenue 49,098  51,438  181,811  149,695
Membership revenue 23,152  18,245  85,711  68,466
Grant income     1,763  2,580
Total commercial revenue 130,697  121,800  493,336  380,223
Total net revenue$230,214 $121,800 $623,315 $380,223

Statements of Operations Data as a Percentage of Net Revenue:

 Three Months Ended December 31, Year Ended December 31
 2021  2020  2021  2020 
 (unaudited) (unaudited) (unaudited)  
Net revenue:       
Medicare revenue43% % 21% %
Commercial revenue57% 100% 79% 100%
Total net revenue100% 100% 100% 100%
Operating expenses:       
Medical claims expense39% % 19% %
Cost of care, exclusive of depreciation and amortization shown separately below44% 58% 51% 62%
Sales and marketing (1)11% 7% 10% 10%
General and administrative (1)38% 32% 52% 41%
Depreciation and amortization9% 5% 7% 6%
Total operating expenses142% 102% 139% 119%
Loss from operations(42)% (2)% (39)% (19)%
Other income (expense), net:       
Interest income% % % %
Interest and other expense(2)% (5)% (2)% (4)%
Change in fair value of redeemable convertible preferred stock warrant liability% % % (2)%
Total other income (expense), net(2)% (5)% (2)% (5)%
Loss before income taxes(43)% (7)% (41)% (24)%
Provision for (benefit from) income taxes(2)% % % %
Net loss(41)% (7)% (41)% (24)%
Less: Net loss attributable to noncontrolling interest% % % %
Net loss attributable to 1Life Healthcare, Inc. stockholders(41)% (7)% (41)% (23) %

(1)   Includes stock-based compensation, as follows:

 Three Months Ended December 31, Year Ended December 31
 2021  2020  2021  2020 
 (unaudited) (unaudited) (unaudited)  
Sales and marketing1% % 1% 1%
General and administrative13% 6% 17% 9%
Total14% 6% 18% 9%

Components of Net Revenue:

 Three Months Ended December 31, Year Ended December 31
 2021  2020  2021  2020 
 (unaudited) (unaudited) (unaudited)  
Net revenue:       
Capitated revenue42% % 20% %
Fee-for-service and other revenue1% % 1% %
Total Medicare revenue43% % 21% %
Partnership revenue25% 43% 36% 42%
Net fee-for-service revenue21% 42% 29% 39%
Membership revenue10% 15% 14% 18%
Grant income% % % 1%
Total commercial revenue57% 100% 79% 100%
Total net revenue100% 100% 100% 100%

*Percentages may not sum due to rounding.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value amounts)
(unaudited)

 December 31,
  2021   2020 
Assets   
Current assets:   
Cash and cash equivalents$341,971  $112,975 
Short-term marketable securities 111,671   570,023 
Accounts receivable, net 103,498   67,895 
Inventories 6,065   7,113 
Prepaid expenses 28,055   9,169 
Other current assets 21,767   7,524 
Total current assets 613,027   774,699 
Long-term marketable securities 48,296    
Restricted cash 3,801   1,911 
Property and equipment, net 193,716   126,037 
Right-of-use assets 256,293   138,840 
Intangible assets, net 352,158    
Goodwill 1,147,464   21,301 
Deferred income taxes    2,656 
Other assets 12,277   5,546 
Total assets$2,627,032  $1,070,990 
Liabilities and Stockholders' Equity   
Current liabilities:   
Accounts payable$18,725  $12,654 
Accrued expenses 72,672   46,527 
Deferred revenue, current 47,928   35,966 
Operating lease liabilities, current 31,152   17,418 
Other current liabilities 31,632   4,861 
Total current liabilities 202,109   117,426 
Operating lease liabilities, non-current 269,641   153,614 
Convertible senior notes 309,844   241,233 
Deferred income taxes 73,875    
Deferred revenue, non-current 29,317   7,624 
Other non-current liabilities 13,663   2,618 
Total liabilities 898,449   522,515 
Commitments and contingencies   
Stockholders' Equity:   
Common stock, $0.001 par value, 1,000,000 and 1,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 191,722 and 134,472 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively 193   134 
Additional paid-in capital 2,346,781   918,118 
Accumulated deficit (618,198)  (369,785)
Accumulated other comprehensive income (193)  8 
Total stockholders' equity 1,728,583   548,475 
Total liabilities and stockholders' equity$2,627,032  $1,070,990 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)

 Year Ended December 31
  2021   2020 
Cash flows from operating activities:   
Net loss$(254,641) $(89,421)
Adjustments to reconcile net loss to net cash used in operating activities:   
Provision for bad debts 966   105 
Depreciation and amortization 46,496   22,374 
Amortization of debt discount and issuance costs 1,874   7,767 
Accretion of discounts and amortization of premiums on marketable securities, net 1,178   (933)
Change in fair value of redeemable convertible preferred stock warrant liability    6,560 
Reduction of operating lease right-of-use assets 22,062   13,653 
Stock-based compensation 112,298   35,095 
Deferred income taxes (4,006)  (2,656)
Other non-cash items 864   (8)
Changes in operating assets and liabilities:   
Accounts receivable, net (16,546)  (35,167)
Inventories 1,118   (3,921)
Prepaid expenses and other current assets (18,979)  6,488 
Other assets 1,687   (943)
Accounts payable 3,111   298 
Accrued expenses 11,175   26,849 
Deferred revenue 3,350   16,566 
Operating lease liabilities (20,919)  (12,169)
Other liabilities 20,346   5,085 
Net cash used in operating activities (88,566)  (4,378)
Cash flows from investing activities:   
Purchases of property and equipment, net (63,616)  (63,707)
Purchases of marketable securities (215,289)  (963,272)
Proceeds from sales and maturities of marketable securities 623,966   513,315 
Acquisitions of businesses, net of cash and restricted cash acquired (23,257)   
Issuance of note receivable (30,000)   
VIE deconsolidation    (810)
Net cash provided by (used in) investing activities 291,804   (514,474)
Cash flows from financing activities:   
Proceeds from issuance of convertible senior notes    316,250 
Payment of convertible senior notes issuance costs    (9,374)
Proceeds from initial public offering    281,750 
Payment of underwriting discount and commissions, and offering costs    (20,538)
Proceeds from the exercise of stock options 22,784   35,686 
Proceeds from employee stock purchase plan 5,078   4,835 
Taxes paid related to net share settlement of equity awards    (833)
Proceeds from the exercise of redeemable convertible preferred and common stock warrants    110 
Repayment of notes payable    (3,300)
Payment of principal portion of finance lease liability (51)  (58)
Net cash provided by financing activities 27,811   604,528 
Net increase in cash, cash equivalents and restricted cash 231,049   85,676 
Cash, cash equivalents and restricted cash at beginning of period 115,005   29,329 
Cash, cash equivalent and restricted cash at end of period$346,054  $115,005 
Supplemental disclosure of cash flow information:   
Cash paid for income taxes$13,177  $ 
Cash paid for interest$9,495  $5,251 
Supplemental disclosure of non-cash investing and financing activities:   
Purchases of property and equipment included in accounts payable and accrued expenses$10,707  $4,571 
Equity consideration provided for business acquisition$1,361,955  $ 

Select Metrics (As of Period End)

  December 31,
2021
 September 30,
2021
 June 30,
2021
 March 31,
2021
 December 31,
2020
 September 30,
2020
 June 30,
2020
 March 31,
2020
Consumer and Enterprise members 703,000 683,000 621,000 598,000 549,000 511,000 475,000 455,000
At-Risk members 33,000 32,000      
Offices 182 177 124 110 107 103 96 92

MEDICAL CLAIMS EXPENSE RATIO

  Three Months Ended
December 31,
 Year Ended December 31
   2021   2020  2021   2020
  (in thousands)
Medical claims expense $90,458  $ $116,543  $
Capitated Revenue $96,737  $ $126,609  $
Medical Claims Expense Ratio  94% N/A  92% N/A

RECONCILIATION OF LOSS FROM OPERATIONS TO CARE MARGIN

 Three Months Ended
December 31,
 Year Ended December 31
  2021   2020   2021   2020 
 (in thousands)
Loss from operations$(95,849) $(2,796) $(243,484) $(71,359)
Sales and marketing* 24,355   8,121   61,994   36,967 
General and administrative* 88,516   39,046   323,127   157,282 
Depreciation and amortization 20,552   6,251   46,496   22,374 
Care margin$37,574  $50,622  $188,133  $145,264 
Care margin as a percentage of net revenue 16%  42%  30%  38%


*           Includes stock-based compensation


RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

 Three Months Ended
December 31,
 Year Ended December 31
  2021   2020   2021   2020 
 (in thousands)
Net loss$(95,433) $(8,147) $(254,641) $(89,421)
Interest income (79)  (173)  (798)  (1,809)
Interest and other expense 3,608   5,757   13,757   13,434 
Depreciation and amortization 20,552   6,251   46,496   22,374 
Stock-based compensation 31,104   7,772   112,298   35,095 
Change in fair value of redeemable convertible preferred stock warrant liability          6,560 
Provision for (benefit from) income taxes (3,945)  (233)  (1,802)  (123)
Legal or advisory costs (1) (2) 426      16,514    
Acquisition and integration costs 3,205      33,318    
Adjusted EBITDA$(40,562) $11,227  $(34,858) $(13,890)


(1)Approximately $5.6 million of the legal or advisory costs relate to a legal settlement during the year ended December 31, 2021.
  
(2)Amount excludes approximately $1.2 million of legal or advisory costs incurred during the year ended December 31, 2020. We began excluding certain legal or advisory costs from Adjusted EBITDA starting from the first quarter of 2021.