onem-20220504
0001404123FALSE00014041232022-05-042022-05-04

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): May 4, 2022
__________________________  
1LIFE HEALTHCARE, INC.
(Exact name of Registrant as Specified in Its Charter)
__________________________ 
 
 
Delaware001-3920376-0707204
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
One Embarcadero Center, Suite 1900
San Francisco, CA 94111
(415) 814-0927
(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 May 4, 2022, 1Life Healthcare, Inc., or One Medical, issued a press release announcing its financial results for the first quarter ended March 31, 2022. 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 they be deemed incorporated by reference in any filing with the U.S. Securities and Exchange Commission, or 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 
104Cover 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.
 
 1LIFE HEALTHCARE, INC.
    
 By: /s/ Bjorn Thaler
Dated: May 4, 2022
  Bjorn Thaler
   Chief Financial Officer


Document

Exhibit 99.1
One Medical Announces Results for First Quarter 2022
First Quarter 2022 Ending Total Membership Count of 767,000, a 28% Increase Year-Over-Year. Ending Consumer and Enterprise Membership Count of 728,000 and At-Risk Membership Count of 39,000
First Quarter 2022 Net Revenue of $254.1 Million, a 109% Increase Year-Over-Year
Ending First Quarter 2022 Cash and Marketable Securities of $428.5 Million
Provides Q2 2022 Guidance and Updates Full Year 2022 Guidance
SAN FRANCISCO – May 4, 2022 – 1Life Healthcare, Inc. (One Medical) (Nasdaq: ONEM) today announced financial results for the first quarter ended March 31, 2022.
“In the first quarter of 2022, One Medical continued to perform, innovate and grow with its innovative primary care model built to delight members with better health, better care, lower costs, in a better team environment," said Amir Dan Rubin, Chair & CEO of One Medical. “Moreover, we continue to be extremely excited about our ability to transform healthcare at scale across all stages of life for multiple key stakeholders–including for members, employers, providers, and health network partners.”
Financial Highlights for the First Quarter 2022
All comparisons are to the three months ended March 31, 2021. 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 767,000 compared to 598,000, a 28% increase; Consumer and Enterprise membership count of 728,000 and At-Risk membership count of 39,000 as of quarter-end.
Net Revenue was $254.1 million compared to $121.4 million, a 109% increase.
Medical Claims Expense Ratio was 84%.
Loss from Operations was $92.6 million, or 36% of Net Revenue; Net Loss was $90.9 million, or 36% of Net Revenue.
Care Margin was $47.8 million, or 19% of Net Revenue.
Adjusted EBITDA was a loss of $28.9 million, or 11% 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
June 30, 2022
Twelve Months Ending
December 31, 2022
Amounts in millions, except membership dataLowHighLowHigh
Consumer and Enterprise Members740 750 790 810 
At-Risk Members39 40 41 43 
Total779 790 831 853 
Medicare Revenue$130 $135 $520 $540 
Commercial Revenue125 135 535 555 
Total Net Revenue$255 $270 $1,055 $1,095 
Care Margin$45 $55 $200 $220 
Adjusted EBITDA$(40)$(30)$(130)$(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, May 4, 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 8876254. 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, though the ratio may fluctuate for any given customers or cohort of customers depending on future outbreaks or variants of COVID-19 and associated increases in medical claims expense.
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, 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; our ability to improve our medical claims expense ratio; 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, our health network partners 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. 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 March 31,
 20222021
Net revenue
Medicare revenue$127,422 $— 
Commercial revenue126,680 121,352 
Total net revenue254,102 121,352 
Operating expenses:
Medical claims expense104,966 — 
Cost of care, exclusive of depreciation and amortization shown separately below101,377 70,092 
Sales and marketing (1)22,459 12,689 
General and administrative (1)97,036 64,345 
Depreciation and amortization20,893 6,607 
Total operating expenses346,731 153,733 
Loss from operations(92,629)(32,381)
Other income (expense), net: 
Interest income157 105 
Interest and other expense(5,119)(2,843)
Total other income (expense), net(4,962)(2,738)
Loss before income taxes(97,591)(35,119)
Provision for (benefit from) income taxes(6,732)4,199 
Net loss$(90,859)$(39,318)
Net loss per share — basic and diluted$(0.47)$(0.29)
Weighted average common shares outstanding — basic and diluted193,019 136,516 

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

 Three Months Ended March 31,
 20222021
 (unaudited)(unaudited)
Sales and marketing$943 $1,023 
General and administrative35,976 25,305 
Total$36,919 $26,328 




Components of Net Revenue:
 Three Months Ended March 31,
 20222021
 (unaudited)(unaudited)
Net revenue:  
Capitated revenue$124,630 $— 
Fee-for-service and other revenue2,792 — 
Total Medicare revenue127,422 — 
Partnership revenue60,935 54,931 
Net fee-for-service revenue41,514 44,462 
Membership revenue24,231 20,196 
Grant income— 1,763 
Total commercial revenue126,680 121,352 
Total net revenue$254,102 $121,352 

Statements of Operations Data as a Percentage of Net Revenue:
 
Three Months Ended March 31,
 20222021
 (unaudited)(unaudited)
Net revenue
Medicare revenue50 %— %
Commercial revenue50 %100 %
Total net revenue100 %100 %
Operating expenses:
Medical claims expense41 %— %
Cost of care, exclusive of depreciation and amortization shown separately below40 %58 %
Sales and marketing (1)%10 %
General and administrative (1)38 %53 %
Depreciation and amortization%%
Total operating expenses136 %127 %
Loss from operations(36)%(27)%
Other income (expense), net:
Interest income— %— %
Interest and other expense(2)%(2)%
Total other income (expense), net(2)%(2)%
Loss before income taxes(38)%(29)%
Provision for (benefit from) income taxes(3)%%
Net loss(36)%(32)%
 
(1)Includes stock-based compensation, as follows:
Three Months Ended March 31,
 20222021
 (unaudited)(unaudited)
Sales and marketing— %%
General and administrative14 %21 %
Total15 %22 %
 



Components of Net Revenue:
 
Three Months Ended March 31,
 20222021
 (unaudited)(unaudited)
Net revenue:
Capitated revenue49 %— %
Fee-for-service and other revenue%— %
Total Medicare revenue50 %— %
Partnership revenue24 %45 %
Net fee-for-service revenue16 %37 %
Membership revenue10 %17 %
Grant income— %%
Total commercial revenue50 %100 %
Total net revenue100 %100 %
 
*Percentages may not sum due to rounding.




CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value amounts)
(unaudited)
 March 31,December 31,
 20222021
Assets  
Current assets:  
Cash and cash equivalents$239,978 $341,971 
Short-term marketable securities141,064 111,671 
Accounts receivable, net142,288 103,498 
Inventories6,021 6,065 
Prepaid expenses31,466 28,055 
Other current assets23,311 21,767 
Total current assets584,128 613,027 
Long-term marketable securities47,438 48,296 
Restricted cash3,801 3,801 
Property and equipment, net199,137 193,716 
Right-of-use assets266,592 256,293 
Intangible assets, net341,200 352,158 
Goodwill1,145,094 1,147,464 
Other assets8,639 12,277 
Total assets$2,596,029 $2,627,032 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$15,842 $18,725 
Accrued expenses73,534 72,672 
Deferred revenue, current64,317 47,928 
Operating lease liabilities, current33,316 31,152 
Other current liabilities34,088 31,632 
Total current liabilities221,097 202,109 
Operating lease liabilities, non-current283,206 269,641 
Convertible senior notes310,313 309,844 
Deferred income taxes67,141 73,875 
Deferred revenue, non-current27,385 29,317 
Other non-current liabilities11,042 13,663 
Total liabilities920,184 898,449 
Commitments and contingencies
Stockholders' Equity:
Common stock, $0.001 par value, 1,000,000 and 1,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 193,483 and 191,722 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively194 193 
Additional paid-in capital2,385,934 2,346,781 
Accumulated deficit(709,057)(618,198)
Accumulated other comprehensive income(1,226)(193)
Total stockholders' equity1,675,845 1,728,583 
Total liabilities and stockholders' equity$2,596,029 $2,627,032 




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
Three Months Ended March 31,
 20222021
Cash flows from operating activities:  
Net loss$(90,859)$(39,318)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for bad debts281 (60)
Depreciation and amortization20,893 6,607 
Amortization of debt discount and issuance costs469 468 
Accretion of discounts and amortization of premiums on marketable securities, net338 199 
Reduction of operating lease right-of-use assets7,950 4,156 
Stock-based compensation36,919 26,328 
Deferred income taxes(6,734)— 
Other non-cash items211 202 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net(39,071)8,583 
Inventories44 2,478 
Prepaid expenses and other current assets(999)(4,870)
Other assets2,625 (171)
Accounts payable(680)(1,248)
Accrued expenses2,529 8,168 
Deferred revenue14,457 11,050 
Operating lease liabilities(6,687)(4,434)
Other liabilities3,230 3,946 
Net cash (used in) provided by operating activities(55,084)22,084 
Cash flows from investing activities: 
Purchases of property and equipment, net(19,225)(14,808)
Purchases of marketable securities(54,906)(69,995)
Proceeds from sales and maturities of marketable securities25,000 339,000 
Net cash (used in) provided by investing activities(49,131)254,197 
Cash flows from financing activities: 
Proceeds from the exercise of stock options2,235 13,479 
Payment of principal portion of finance lease liability(13)(14)
Net cash provided by financing activities2,222 13,465 
Net (decrease) increase in cash, cash equivalents and restricted cash(101,993)289,746 
Cash, cash equivalents and restricted cash at beginning of period346,054 115,005 
Cash, cash equivalents and restricted cash at end of period$244,061 $404,751 
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses$6,837 $6,115 
 



Select Metrics (As of Period End)
 
March 31,
2022
December 31,
2021
September 30,
2021
June 30,
2021
March 31,
2021
December 31,
2020
September 30,
2020
June 30,
2020
Consumer and Enterprise members728,000 703,000 683,000 621,000 598,000 549,000 511,000 475,000 
At-Risk members39,000 33,000 32,000 — — — — — 
Offices188 182 177 124 110 107 103 96 
 
MEDICAL CLAIMS EXPENSE RATIO



Three Months Ended
March 31,
 20222021
 (in thousands)
Medical claims expense$104,966 $— 
Capitated Revenue$124,630 $— 
Medical Claims Expense Ratio84 %N/A

RECONCILIATION OF LOSS FROM OPERATIONS TO CARE MARGIN
 
Three Months Ended
March 31,
 20222021
 (in thousands)
Loss from operations$(92,629)$(32,381)
Sales and marketing*22,459 12,689 
General and administrative*97,036 64,345 
Depreciation and amortization20,893 6,607 
Care Margin$47,759 $51,260 
Care Margin as a percentage of net revenue19 %42 %
* Includes stock-based compensation
 
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
 
Three Months Ended
March 31,
 20222021
 (in thousands)
Net loss$(90,859)$(39,318)
Interest income(157)(105)
Interest and other expense5,119 2,843 
Depreciation and amortization20,893 6,607 
Stock-based compensation36,919 26,328 
Provision for (benefit from) income taxes(6,732)4,199 
Legal or advisory costs547 4,285 
Acquisition and integration costs5,326 — 
Adjusted EBITDA$(28,944)$4,839