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Press release content from Globe Newswire. The AP news staff was not involved in its creation.
PRESS RELEASE: Paid content from Globe Newswire
Press release content from Globe Newswire. The AP news staff was not involved in its creation.

One Medical Announces Results for Third Quarter 2021

November 3, 2021 GMT

  • Third Quarter 2021 Ending Total Membership Count of 715,000, a 40% Increase Year-Over-Year. Ending Consumer and Enterprise Membership Count of 683,000 and At-Risk Membership Count of 32,000
  • Third Quarter 2021 Net Revenue of $151.3 Million, a 49% Increase Year-Over-Year
  • Ending Third Quarter 2021 Cash and Short-term Marketable Securities of $590.0 Million
  • Provides Q4 2021 Guidance and Updates Full Year 2021 Guidance

SAN FRANCISCO, Nov. 03, 2021 (GLOBE NEWSWIRE) -- 1Life Healthcare, Inc. (One Medical) (Nasdaq: ONEM) today announced financial results for the third quarter ended September 30, 2021.

“This was an exciting Q3 for One Medical as we welcomed in our new colleagues from Iora and further expanded our services in the senior population; and, as we launched in another new market, Raleigh-Durham, North Carolina,” said Amir Dan Rubin, Chair & CEO of One Medical. “We continue to perform, innovate and grow, as our human-centered and technology-powered model continues to deliver results for a growing number of members, employers and payers, providers, and health networks.”

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Financial Highlights for the Third Quarter 2021

All comparisons are to the three months ended September 30, 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 715,000 compared to 511,000, a 40% increase; Consumer and Enterprise membership count of 683,000 and At-Risk membership count of 32,000 as of quarter-end.
  • Net Revenue was $151.3 million compared to $101.7 million, a 49% increase.
  • Medical Claims Expense Ratio was 87%.
  • Care Margin was $46.8 million, or 31% of net revenue; Loss from Operations was $72.7 million, or 48% of net revenue.
  • Adjusted EBITDA was a loss of $6.1 million, or 4% of net revenue; Net Loss was $78.6 million, or 52% of net revenue.

Financial Outlook

One Medical provides forward-looking guidance on membership count, net revenue, Care Margin, and Adjusted EBITDA. Care Margin and Adjusted EBITDA are non-GAAP measures. Guidance includes outlook for Iora beginning from the close of our acquisition on September 1, 2021.

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   Three Months Ending
December 31, 2021
  Twelve Months Ending
December 31, 2021
Amounts in millions, except membership data Low High Low High
Consumer and Enterprise Members 695,000  702,000  695,000  702,000 
At-Risk Members 33,000  34,000  33,000  34,000 
Total 728,000  736,000  728,000  736,000 
One Medical Revenue $121  $128  $483  $490 
Iora Revenue 92  94  123  125 
Total Revenue $213  $222  $606  $615 
Care Margin $33  $38  $184  $189 
Adjusted EBITDA $(43) $(38) $(37) $(32)

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, November 3, 2021 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 2558715. 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, and 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 Medicare Revenue. The nature of our contracting with Medicare Advantage, CMS and other payers 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 avoiding downstream 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 Medicare 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 expenses 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 the Company does 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 made this update to prospectively exclude 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 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 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, 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 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  
650-743-5187

Investor Contact:
Westwicke
Bob East or Asher Dewhurst
onemedical@westwicke.com  
443-213-0500

 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
(unaudited)
 
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
Net revenue        
Medicare revenue $30,462  $  $30,462  $ 
Commercial revenue 120,871  101,667  362,639  258,423 
  Total net revenue 151,333  101,667  393,101  258,423 
Operating expenses:        
Medical claims expense 26,085    26,085   
Cost of care, exclusive of depreciation and amortization shown separately below 78,443  58,781  216,457  163,780 
Sales and marketing (1) 14,380  7,914  37,639  28,847 
General and administrative (1) 93,070  40,059  234,611  118,236 
Depreciation and amortization 12,045  5,735  25,944  16,123 
  Total operating expenses 224,023  112,489  540,736  326,986 
Loss from operations (72,690) (10,822) (147,635) (68,563)
Other income (expense), net:        
Interest income 535  235  719  1,635 
Interest and other expense (4,464) (5,647) (10,149) (7,676)
Change in fair value of  redeemable convertible preferred stock warrant  liability       (6,560)
  Total other expense, net (3,929) (5,412) (9,430) (12,601)
Loss before income taxes (76,619) (16,234) (157,065) (81,164)
Provision for (benefit from) income taxes 1,984  181  2,143  109 
Net loss (78,603) (16,415) (159,208) (81,273)
Less: Net loss attributable to noncontrolling interest       (704)
Net loss attributable to 1Life Healthcare, Inc. stockholders $(78,603) $(16,415) $(159,208) $(80,569)
Net loss per share attributable to 1Life Healthcare, Inc.  stockholders — basic and diluted $(0.51) $(0.13) $(1.11) $(0.71)
Weighted average common shares outstanding — basic and diluted 153,700  128,557  142,990  113,253 

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

  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
  (unaudited) (unaudited) (unaudited) (unaudited)
Sales and marketing $884  $575  $2,871  $1,843 
General and administrative 27,650  8,060  78,323  25,480 
Total $28,534  $8,635  $81,194  $27,323 

Components of Net Revenue:

  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
  (unaudited) (unaudited) (unaudited) (unaudited)
Net revenue:        
Capitated Medicare revenue $29,872  $  $29,872  $ 
Fee-for-service and other Medicare revenue 590    590   
Total Medicare revenue 30,462    30,462   
Partnership revenue 54,547  43,917  165,604  107,365 
Net fee-for-service revenue 44,835  40,244  132,713  98,257 
Membership revenue 21,489  17,326  62,559  50,221 
Grant income   180  1,763  2,580 
Total commercial revenue 120,871  101,667  362,639  258,423 
Total net revenue $151,333  $101,667  $393,101  $258,423 

Statements of Operations Data as a Percentage of Net Revenue:

  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
  (unaudited) (unaudited) (unaudited) (unaudited)
Net revenue        
Medicare revenue 20% % 8% %
Commercial revenue 80% 100% 92% 100%
  Total net revenue 100% 100% 100% 100%
Operating expenses:            
Medical claims expense 17% % 7% %
Cost of care, exclusive of depreciation and amortization shown separately below 52% 58% 55% 63%
Sales and marketing (1) 10% 8% 10% 11%
General and administrative (1) 62% 39% 60% 46%
Depreciation and amortization 8% 6% 7% 6%
  Total operating expenses 148% 111% 138% 127%
Loss from operations (48)% (11)% (38)% (27)%
Other income (expense), net:            
Interest income % % % 1%
Interest and other expense (3)% (6)% (3)% (3)%
Change in fair value of  redeemable convertible preferred stock warrant  liability % % % (3)%
  Total other expense, net (3)% (5)% (2)% (5)%
Loss before income taxes (51)% (16)% (40)% (31)%
Provision for (benefit from) income taxes 1% % 1% %
Net loss (52)% (16)% (41)% (31)%
Less: Net loss attributable to noncontrolling interest % % % %
Net loss attributable to 1Life Healthcare, Inc. stockholders (52)% (16)% (41)% (31)%

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

  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
  (unaudited) (unaudited) (unaudited) (unaudited)
Sales and marketing 1% 1% 1% 1%
General and administrative 18% 8% 20% 10%
Total 19% 8% 21% 11%

Components of Net Revenue:

  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
  (unaudited) (unaudited) (unaudited) (unaudited)
Net revenue:        
Capitated Medicare revenue 20% % 8% %
Fee-for-service and other Medicare revenue % % % %
Total Medicare revenue 20% % 8% %
Partnership revenue 36% 43% 42% 42%
Net fee-for-service revenue 30% 40% 34% 38%
Membership revenue 14% 17% 16% 19%
Grant income % % % 1%
Total commercial revenue 80% 100% 92% 100%
Total net revenue 100% 100% 100% 100%

*Percentages may not sum due to rounding.

 
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value amounts)
(unaudited)
 
 September 30, December 31,
 2021 2020
Assets   
Current assets:   
Cash and cash equivalents$469,813  $112,975 
Short-term marketable securities120,236  570,023 
Accounts receivable, net102,233  67,895 
Inventories6,785  7,113 
Prepaid expenses and other current assets48,060  16,693 
  Total current assets747,127  774,699 
Restricted cash3,964  1,911 
Property and equipment, net181,739  126,037 
Right-of-use assets250,026  138,840 
Intangible assets, net363,117   
Goodwill1,151,425  21,301 
Deferred income taxes  2,656 
Other assets12,166  5,546 
  Total assets$2,709,564  $1,070,990 
Liabilities and Stockholders' Equity   
Current liabilities:   
Accounts payable$15,330  $12,654 
Accrued expenses91,636  46,527 
Deferred revenue, current46,368  35,966 
Operating lease liabilities, current29,059  17,418 
Other current liabilities26,587  4,861 
  Total current liabilities208,980  117,426 
Operating lease liabilities, non-current261,820  153,614 
Convertible senior notes309,376  241,233 
Deferred income taxes89,696   
Deferred revenue, non-current28,883  7,624 
Other non-current liabilities23,127  2,618 
  Total liabilities921,882  522,515 
Commitments and contingencies   
Stockholders' Equity:   
Common stock, $0.001 par value, 1,000,000 and 1,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 192,020 and 134,472 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively192  134 
Additional paid-in capital2,310,251  918,118 
Accumulated deficit(522,765) (369,785)
Accumulated other comprehensive income4  8 
  Total stockholders' equity1,787,682  548,475 
  Total liabilities and stockholders' equity$2,709,564  $1,070,990 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands) 
(unaudited)
 
 Nine Months Ended September 30,
 2021 2020
Cash flows from operating activities:   
Net loss$(159,208) $(81,273)
Adjustments to reconcile net loss to net cash used in operating activities:   
Provision for bad debts551  128 
Depreciation and amortization25,944  16,123 
Amortization of debt discount and issuance costs1,406  4,402 
Accretion of discounts and amortization of premiums on short-term investments, net802  (787)
Change in fair value of redeemable convertible preferred stock warrant liability  6,560 
Reduction of operating lease right-of-use assets14,312  10,039 
Stock-based compensation81,194  27,323 
Deferred income taxes2,143   
Other non-cash items692  (11)
Changes in operating assets and liabilities, net of acquisitions:   
Accounts receivable, net(10,639) (20,255)
Inventories398  (1,396)
Prepaid expenses and other current assets(19,833) 3,530 
Other assets1,293  (637)
Accounts payable144  (2,189)
Accrued expenses31,560  16,416 
Deferred revenue6,261  16,190 
Operating lease liabilities(14,193) (8,503)
Other liabilities21,841  8,353 
Net cash used in operating activities(15,332) (5,987)
Cash flows from investing activities:   
Purchases of property and equipment(43,893) (51,494)
Purchases of short-term marketable securities(79,984) (657,211)
Proceeds from sales and maturities of short-term marketable securities528,965  256,315 
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 activities351,831  (453,200)
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  (21,322)
Proceeds from the exercise of stock options19,463  25,754 
Proceeds from employee stock purchase plan2,972  3,533 
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(43) (44)
Net cash provided by financing activities22,392  593,357 
Net increase in cash, cash equivalents and restricted cash358,891  134,170 
Cash, cash equivalents and restricted cash at beginning of period115,005  29,329 
Cash, cash equivalents and restricted cash at end of period$473,896  $163,499 
Supplemental disclosure of non-cash investing and financing activities:       
Purchases of property and equipment included in accounts payable and accrued expenses$8,860  $3,594 
Equity consideration for business acquisition$1,361,955  $ 
Reimbursement of secondary offering costs in prepaid expenses and other current assets$  $784 
Select Metrics (As of Period End)
 
   September 30,
2021
  June 30,
2021
  March 31,
2021
  December 31,
2020
  September 30,
2020
  June 30,
2020
  March 31,
2020
  December 31,
2019
Consumer and Enterprise members 683,000  621,000  598,000  549,000  511,000  475,000  455,000  422,000 
At-Risk members 32,000               
Offices 177  124  110  107  103  96  92  83 
MEDICAL CLAIMS EXPENSE RATIO
 
   Three Months Ended
September 30,
  Nine Months Ended
September 30,
  2021 2020 2021 2020
           
  (in thousands) (in thousands)
Medical claims expense $26,085  $  $26,085  $ 
Capitated Medicare Revenue $29,872  $  $29,872  $ 
Medical Claims Expense Ratio 87% N/A  87% N/A 
RECONCILIATION OF LOSS FROM OPERATIONS TO CARE MARGIN
 
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
                 
   
   
  (in thousands)
                 
Loss from operations $(72,690)  $(10,822)  $(147,635)  $(68,563) 
Sales and marketing* 14,380  7,914  37,639  28,847 
General and administrative* 93,070  40,059  234,611  118,236 
Depreciation and amortization 12,045  5,735  25,944  16,123 
Care Margin $46,805  $42,886  $150,559  $94,643 
Care Margin as a percentage of net revenue 31% 42% 38% 37%

____________________
* Includes stock-based compensation

 
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
 
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
                 
   
  (in thousands)
Net loss $(78,603) $(16,415) $(159,208) $(81,273)
Interest income (535) (235) (719) (1,635)
Interest and other expense 4,464  5,647  10,149  7,676 
Depreciation and amortization 12,045  5,735  25,944  16,123 
Stock-based compensation 28,534  8,635  81,194  27,323 
Change in fair value of redeemable convertible preferred stock warrant liability       6,560 
Provision for (benefit from) income taxes 1,984  181  2,143  109 
Legal or advisory costs (1) (2) 521    16,088   
Acquisition and integration costs 25,516    30,113   
Adjusted EBITDA $(6,074) $3,548  $5,704  $(25,117)

____________________
(1) Approximately $5.6 million of the legal or advisory costs relate to a legal settlement during the nine months ended September 30, 2021.

(2) Amount excludes approximately $1.2 million of legal or advisory costs incurred during the three months ended September 30, 2020. We began excluding certain legal or advisory costs from Adjusted EBITDA starting from the first quarter of 2021.