onem-8k_20200812.htm

 

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): August 12, 2020

 

1LIFE HEALTHCARE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

 

 

Delaware

 

001-39203

 

76-0707204

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

One Embarcadero Center, Suite 1900

San Francisco, CA

 

94111

(Address of Principal Executive Offices)

 

(Zip Code)

 

(415) 658-6792

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instructions A.2. below):

 

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

Common Stock, $0.001 par value

 

ONEM

 

The Nasdaq Global Select Market

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 August 12, 2020, 1Life Healthcare, Inc., or One Medical, issued a press release announcing its financial results for the second quarter ended June 30, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained herein and the accompanying exhibit are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference in any filing with the SEC made by One Medical, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release dated August 12, 2020.

 

 


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.

 

 

1LIFE HEALTHCARE, INC.

 

 

 

 

 

By:

 

/s/ Bjorn Thaler

Dated: August 12, 2020

 

 

Bjorn Thaler

 

 

 

Chief Financial Officer

 

onem-ex991_6.htm

Exhibit 99.1

One Medical Announces Results for Second Quarter 2020

 

Second Quarter 2020 Ending Membership Count of 475,000, a 25% Increase Year-Over-Year

 

Second Quarter 2020 Net Revenue of $78.0 Million, an 18% Increase Year-Over-Year

 

Ending Second Quarter 2020 Cash and Short-term Marketable Securities of $664.4 Million

 

Announces plan to expand into two new markets with health network partners

 

Provides Q3 2020 Guidance

SAN FRANCISCO – August 12, 2020 – 1Life Healthcare, Inc. (One Medical) (Nasdaq: ONEM) today announced financial results for the second quarter ended June 30, 2020.

“Our human-centered and technology-powered model is delivering longitudinal care across digital and in-person settings, delighting members with better health and better care while reducing costs,” said Amir Dan Rubin, Chair & CEO of One Medical. “We continued to show the power of our model in Q2, delivering record membership additions, supporting employers through digital health combined with in-person care and testing, expanding into new markets, and growing our partnerships with leading health networks.”

Financial Highlights for the Second Quarter 2020

All comparisons, unless otherwise noted, are to the three months ended June 30, 2019.

 

Membership count as of quarter-end was 475,000 compared to 379,000, a 25% increase.

 

Net Revenue was $78.0 million compared to $66.2 million, an 18% increase.

 

Care Margin was $24.6 million, or 31% of total net revenue; Loss from Operations was $28.7 million, or 37% of total net revenue.

 

Adjusted EBITDA was a loss of $15.2 million, or 19% of total net revenue; Net Loss was $30.3 million, or 39% of total net revenue.

 

Cash and Short-term Marketable Securities as of quarter-end were $664.4 million.

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.

For the third quarter of 2020, we expect:

 

Ending Membership count in the range of 486,000 to 496,000;

 

Total Net Revenue in the range of $84.0 million to $89.0 million;

 

Care Margin in the range of $26.0 million to $31.0 million; and

 

Adjusted EBITDA in the range of a loss of $12.0 million to a loss of $7.0 million.

For the full year of 2020, we expect:

 

Ending Membership count in the range of 505,000 to 515,000.

Management has not provided net revenue, care margin, or adjusted EBITDA guidance for the full year of 2020 because of uncertainties around the duration and extent of the continued COVID-19 pandemic and related community self-isolation practices and any impact that these two items may have on the company’s financial performance for full year 2020.

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 the ultimate outcome of certain GAAP components of such reconciliations, including market-related assumptions that are not within our control, 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, August 12, 2020 at 2:00 p.m. (PT) / 5:00 p.m. (ET) to discuss its financial results. A live audio webcast and a supplemental presentation 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 3165554. 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: a member is a person who has paid for membership themselves or an employee or dependent whose membership has been paid for by an enterprise client for at least one year and who has registered with us. Members help drive membership revenue, partnership revenue and patient service revenue. We may offer trial memberships to enterprise clients, particularly for new services.  We do not include these employees as members until we have an annual enterprise contract. While the COVID-19 pandemic and related governmental and community responses have negatively impacted our ability to generate revenue from our members compared to prior periods, we believe growth in the number of members remains a key indicator of the performance of our business. This 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. 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.

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.

Care Margin: we define care margin as 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 measure whether we are controlling our direct expenses included in the provision of care sufficiently and whether we are effectively pricing our services. 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 loss excluding interest income, interest expense, depreciation and amortization, stock-based compensation, change in the fair value of our redeemable convertible preferred stock warrant liability and provision (benefit) for income taxes. We report 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 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 beliefs and assumptions only as of the date of this press release.  These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the strength of the One Medical brand; member satisfaction with our services and support; the effects of the COVID-19 pandemic 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 litigation, including medical malpractice claims and consumer class actions; any governmental investigations or inquiries into or challenges to our relationships with the One Medical PCs under the administrative services agreements; our strategic plan; our financial outlook; our focus areas for investment and our investments; 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. 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.

Investor Contacts:

Rose Salzwedel, One Medical

Director of Investor Relations

investor@onemedical.com

(206) 331-2211

 

Westwicke

 


Bob East or Asher Dewhurst

(443) 223-0500

onemedical@westwicke.com

 

Media Contact:

Kristina Skinner, One Medical

Director of External Communications

Press@onemedical.com

650-743-5187

 


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

78,000

 

 

$

66,233

 

 

$

156,756

 

 

$

129,243

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of care, exclusive of depreciation and amortization

   shown separately below

 

 

53,450

 

 

 

39,386

 

 

 

104,999

 

 

 

77,166

 

Sales and marketing (1)

 

 

9,777

 

 

 

8,091

 

 

 

20,933

 

 

 

16,366

 

General and administrative (1)

 

 

38,311

 

 

 

26,970

 

 

 

78,177

 

 

 

49,389

 

Depreciation and amortization

 

 

5,175

 

 

 

3,096

 

 

 

10,388

 

 

 

5,795

 

Total operating expenses

 

 

106,713

 

 

 

77,543

 

 

 

214,497

 

 

 

148,716

 

Loss from operations

 

 

(28,713

)

 

 

(11,310

)

 

 

(57,741

)

 

 

(19,473

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

366

 

 

 

1,242

 

 

 

1,400

 

 

 

2,589

 

Interest expense

 

 

(1,976

)

 

 

(131

)

 

 

(2,029

)

 

 

(286

)

Change in fair value of redeemable convertible preferred

   stock warrant liability

 

 

 

 

 

(1,273

)

 

 

(6,560

)

 

 

(1,336

)

Total other income (expense), net

 

 

(1,610

)

 

 

(162

)

 

 

(7,189

)

 

 

967

 

Loss before income taxes

 

 

(30,323

)

 

 

(11,472

)

 

 

(64,930

)

 

 

(18,506

)

Provision (benefit) for income taxes

 

 

(22

)

 

 

16

 

 

 

(72

)

 

 

26

 

Net loss

 

 

(30,301

)

 

 

(11,488

)

 

 

(64,858

)

 

 

(18,532

)

Less: Net loss attributable to noncontrolling interest

 

 

 

 

 

(287

)

 

 

(704

)

 

 

(661

)

Net loss attributable to 1Life Healthcare, Inc. stockholders

 

$

(30,301

)

 

$

(11,201

)

 

$

(64,154

)

 

$

(17,871

)

Net loss per share attributable to 1Life Healthcare, Inc.

   stockholders — basic and diluted

 

$

(0.24

)

 

$

(0.61

)

 

$

(0.61

)

 

$

(0.98

)

Weighted average common shares outstanding — basic and

   diluted

 

 

126,150,347

 

 

 

18,365,559

 

 

 

105,517,206

 

 

 

18,285,582

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Sales and marketing

 

$

668

 

 

$

151

 

 

$

1,268

 

 

$

462

 

General and administrative

 

 

7,695

 

 

 

3,239

 

 

 

17,420

 

 

 

5,882

 

   Total

 

$

8,363

 

 

$

3,390

 

 

$

18,688

 

 

$

6,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components of Net Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net patient service revenue

 

$

23,927

 

 

$

34,882

 

 

$

58,013

 

 

$

68,428

 

Partnership revenue

 

 

33,993

 

 

 

18,760

 

 

 

63,448

 

 

 

36,218

 

Total net patient service and partnership revenue

 

 

57,920

 

 

 

53,642

 

 

 

121,461

 

 

 

104,646

 

Membership revenue

 

 

17,680

 

 

 

12,591

 

 

 

32,895

 

 

 

24,597

 

Grant income

 

 

2,400

 

 

 

-

 

 

 

2,400

 

 

 

-

 

Net revenue

 

$

78,000

 

 

$

66,233

 

 

$

156,756

 

 

$

129,243

 

 

 


Statements of Operations Data as a Percentage of Net Revenue:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Net revenue

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of care, exclusive of depreciation and amortization

   shown separately below

 

 

69

%

 

 

59

%

 

 

67

%

 

 

60

%

Sales and marketing (1)

 

 

13

%

 

 

12

%

 

 

13

%

 

 

13

%

General and administrative (1)

 

 

49

%

 

 

41

%

 

 

50

%

 

 

38

%

Depreciation and amortization

 

 

7

%

 

 

5

%

 

 

7

%

 

 

4

%

Total operating expenses

 

 

137

%

 

 

117

%

 

 

137

%

 

 

115

%

Loss from operations

 

 

-37

%

 

 

-17

%

 

 

-37

%

 

 

-15

%

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

0

%

 

 

2

%

 

 

1

%

 

 

2

%

Interest expense

 

 

-3

%

 

 

0

%

 

 

-1

%

 

 

0

%

Change in fair value of redeemable convertible preferred

   stock warrant liability

 

 

0

%

 

 

-2

%

 

 

-4

%

 

 

-1

%

Total other income (expense), net

 

 

-2

%

 

 

0

%

 

 

-5

%

 

 

1

%

Loss before income taxes

 

 

-39

%

 

 

-17

%

 

 

-41

%

 

 

-14

%

Provision (benefit) for income taxes

 

 

0

%

 

 

0

%

 

 

0

%

 

 

0

%

Net loss

 

 

-39

%

 

 

-17

%

 

 

-41

%

 

 

-14

%

Less: Net loss attributable to noncontrolling interests

 

 

0

%

 

 

0

%

 

 

0

%

 

 

0

%

Net loss attributable to 1Life Healthcare, Inc. stockholders

 

 

-39

%

 

 

-17

%

 

 

-41

%

 

 

-14

%

 

(1)

Includes stock-based compensation, as follows:

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Sales and marketing

 

 

1

%

 

 

0

%

 

 

1

%

 

 

0

%

General and administrative

 

 

10

%

 

 

5

%

 

 

11

%

 

 

5

%

Total

 

 

11

%

 

 

5

%

 

 

12

%

 

 

5

%

 

Components of Net Revenue:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net patient service revenue

 

 

31

%

 

 

53

%

 

 

37

%

 

 

53

%

Partnership revenue

 

 

44

%

 

 

28

%

 

 

40

%

 

 

28

%

Total net patient service and partnership revenue

 

 

74

%

 

 

81

%

 

 

77

%

 

 

81

%

Membership revenue

 

 

23

%

 

 

19

%

 

 

21

%

 

 

19

%

Grant income

 

 

3

%

 

 

0

%

 

 

2

%

 

 

0

%

Net revenue

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

*Percentages may not sum due to rounding.

 


CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

300,675

 

 

$

27,390

 

Short-term marketable securities

 

 

363,736

 

 

 

119,146

 

Accounts receivable, net

 

 

46,211

 

 

 

33,601

 

Inventories

 

 

3,099

 

 

 

3,192

 

Prepaid expenses and other current assets

 

 

20,895

 

 

 

16,708

 

Total current assets

 

 

734,616

 

 

 

200,037

 

Restricted cash

 

 

2,014

 

 

 

1,922

 

Property and equipment, net

 

 

112,922

 

 

 

90,716

 

Right-of-use assets

 

 

130,554

 

 

 

108,046

 

Intangible assets, net

 

 

 

 

 

23

 

Goodwill

 

 

21,301

 

 

 

21,301

 

Other assets

 

 

4,853

 

 

 

8,249

 

Total assets

 

$

1,006,260

 

 

$

430,294

 

Liabilities, Redeemable Convertible Preferred Stock and Equity (Deficit)

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

9,822

 

 

$

13,853

 

Accrued expenses

 

 

33,511

 

 

 

24,863

 

Deferred revenue, current

 

 

36,666

 

 

 

27,024

 

Operating lease liabilities, current

 

 

15,090

 

 

 

12,575

 

Notes payable, current

 

 

1,098

 

 

 

3,282

 

Other current liabilities

 

 

1,719

 

 

 

1,884

 

Total current liabilities

 

 

97,906

 

 

 

83,481

 

Operating lease liabilities, non-current

 

 

145,764

 

 

 

120,497

 

Convertible senior notes

 

 

234,617

 

 

 

 

Redeemable convertible preferred stock warrant liability

 

 

 

 

 

7,220

 

Deferred revenue, non-current

 

 

6,409

 

 

 

 

Other non-current liabilities

 

 

3,356

 

 

 

639

 

Total liabilities

 

 

488,052

 

 

 

211,837

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable convertible preferred stock (Series A, B, C, D, E, F, G, H and I), $0.001 par value; 0 and

   89,338,425 shares authorized as of June 30, 2020 and December 31, 2019, respectively; 0 and

   86,251,669 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively;

   aggregate liquidation preference of $0 and $405,585 as of June 30, 2020 and December 31, 2019,

   respectively

 

 

 

 

 

402,488

 

Equity (deficit):

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 1,000,000,000 and 150,000,000 shares authorized as of

   June 30, 2020 and December 31, 2019, respectively; 126,205,538 and 18,951,416 shares issued

   and outstanding as of June 30, 2020 and December 31, 2019, respectively

 

 

126

 

 

 

19

 

Additional paid-in capital

 

 

863,273

 

 

 

93,945

 

Accumulated deficit

 

 

(345,222

)

 

 

(281,068

)

Accumulated other comprehensive income

 

 

31

 

 

 

38

 

Total stockholders' equity (deficit) attributable to 1Life Healthcare, Inc.

   Stockholders

 

 

518,208

 

 

 

(187,066

)

Noncontrolling interest

 

 

 

 

 

3,035

 

Total equity (deficit)

 

 

518,208

 

 

 

(184,031

)

Total liabilities, redeemable convertible preferred stock and equity (deficit)

 

$

1,006,260

 

 

$

430,294

 

 

 


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(64,858

)

 

$

(18,532

)

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

 

 

 

 

 

 

 

 

Provision for bad debts

 

 

213

 

 

 

-

 

Depreciation and amortization

 

 

10,388

 

 

 

5,795

 

Amortization of debt discount and issuance costs

 

 

1,135

 

 

 

50

 

Accretion of discounts and amortization of premiums on short-term marketable securities, net

 

 

(520

)

 

 

(2,030

)

Change in fair value of redeemable convertible preferred stock warrant liability

 

 

6,560

 

 

 

1,336

 

Amortization of right-of-use assets

 

 

6,575

 

 

 

4,927

 

Stock-based compensation

 

 

18,688

 

 

 

6,344

 

Other non-cash items

 

 

(10

)

 

 

33

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(13,591

)

 

 

(14,954

)

Inventories

 

 

93

 

 

 

789

 

Prepaid expenses and other current assets

 

 

1,118

 

 

 

(1,226

)

Other assets

 

 

(250

)

 

 

(306

)

Accounts payable

 

 

(2,110

)

 

 

(671

)

Accrued expenses

 

 

12,893

 

 

 

823

 

Deferred revenue

 

 

16,051

 

 

 

3,965

 

Operating lease liabilities

 

 

(5,132

)

 

 

(3,395

)

Other liabilities

 

 

2,652

 

 

 

2,655

 

Net cash used in operating activities

 

 

(10,105

)

 

 

(14,397

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment, net

 

 

(39,554

)

 

 

(20,692

)

Purchases of short-term marketable securities

 

 

(367,367

)

 

 

(149,973

)

Maturities of short-term marketable securities

 

 

123,314

 

 

 

208,100

 

VIE deconsolidation

 

 

(810

)

 

 

-

 

Net cash (used in) provided by investing activities

 

 

(284,417

)

 

 

37,435

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of convertible senior notes

 

 

316,250

 

 

 

-

 

Payment of convertible senior notes issuance costs

 

 

(8,756

)

 

 

-

 

Proceeds from initial public offering

 

 

281,750

 

 

 

-

 

Payment of underwriting discount and commissions and offering costs

 

 

(21,322

)

 

 

-

 

Proceeds from the exercise of stock options

 

 

2,096

 

 

 

1,272

 

Proceeds from the exercise of redeemable convertible preferred and common stock warrants

 

 

110

 

 

 

-

 

Repayment of notes payable

 

 

(2,200

)

 

 

(2,200

)

Payment of principal portion of finance lease liability

 

 

(29

)

 

 

-

 

Net cash provided by (used in) financing activities

 

 

567,899

 

 

 

(928

)

Net increase in cash, cash equivalents and restricted cash

 

 

273,377

 

 

 

22,110

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

29,329

 

 

 

38,656

 

Cash, cash equivalents and restricted cash at end of period

 

$

302,706

 

 

$

60,766

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

76

 

 

$

250

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment included in accounts payable and accrued expenses

 

$

3,620

 

 

$

8,317

 

Issuance costs in connection to convertible senior notes included in accounts payable and accrued expenses

 

$

625

 

 

$

-

 

Reimbursement of secondary offering costs in prepaid expenses and other current assets

 

$

784

 

 

$

-

 

 

Select Metrics (As of Period End)

 

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

June 30,

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

 

2020

 

 

2020

 

 

2019

 

 

2019

 

 

2019

 

 

2019

 

 

2018

 

 

2018

 

Members

 

 

475,000

 

 

 

455,000

 

 

 

422,000

 

 

 

397,000

 

 

 

379,000

 

 

 

364,000

 

 

 

346,000

 

 

 

323,000

 

Offices

 

 

96

 

 

 

92

 

 

 

83

 

 

 

77

 

 

 

71

 

 

 

71

 

 

 

71

 

 

 

70

 

 

 


RECONCILIATION OF LOSS FROM OPERATIONS TO CARE MARGIN

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

(in thousands)

 

 

(in thousands)

 

 

 

Loss from operations

 

$

(28,713

)

 

$

(11,310

)

 

$

(57,741

)

 

$

(19,473

)

 

 

Sales and marketing

 

 

9,777

 

 

 

8,091

 

 

 

20,933

 

 

 

16,366

 

 

 

General and administrative

 

 

38,311

 

 

 

26,970

 

 

 

78,177

 

 

 

49,389

 

 

 

Depreciation and amortization