ONEM 1Life Healthcare Inc

CORPORATE PARTICIPANTS

Rose Salzwedel Director-Investor Relations, 1Life Healthcare, Inc Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc. Bjorn B. Thaler Chief Financial Officer, 1Life Healthcare, Inc.

OTHER PARTICIPANTS

Jailendra Singh Analyst, Credit Suisse Securities (USA) LLC Lisa C. Gill Analyst, JPMorgan Securities LLC Daniel Grosslight Analyst, Citigroup Global Markets, Inc Jessica E. Tassan Analyst, Piper Sandler & Co. George Hill Analyst, Deutsche Bank Securities, Inc.			Ricky R. Goldwasser Analyst, Morgan Stanley & Co. LLC Elizabeth Anderson Analyst, Evercore Group LLC Stephanie Davis Analyst, SVB Leerink LLC Stephanie Wissink Analyst, Jefferies LLC Donald Hooker Analyst, KeyBanc Capital Markets, Inc.

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Daniel Grosslight Analyst, Citigroup Global Markets, Inc.			Q

Got it...

Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc.			A

Let me add one thing Bjorn. We have been able to show, as Bjorn said, and it's [indiscernible] (38:45) the slides, really phenomenal impact on patient outcomes and on lowering the total cost of care. I think we all know that there's so much waste in the US healthcare system. And the way we get it is actually improving health, and we get these numbers when we start with people when they come to us at 65 or 70. Imagine, if we could start when you're 40 or 50 or maybe even 10 or 12, and can actually make impacts on people's health at a time when we maybe can actually make a bigger impact and then take a risk on them when they turn 65. That's a thing of beauty. We are very excited on what the potential is for being able to do this across the age span.

Daniel Grosslight Analyst, Citigroup Global Markets, Inc.			Q

Yeah. That make sense. Okay. And Amir, you've laid out One Medical's market entrants plans for the next 12 months, and I see on slide 17 you have a nice chart of all your markets. I was wondering, though if you could do the same for Iora both in Medicare Advantage and the direct contracting program, lay out what the market entrants plan is for the next 12 months, and how much it generally costs Iora to enter into a new market versus One Medical typically? Thank you.

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

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Yeah. Thanks Daniel. Well, clearly as you noted, we have tremendous opportunities for growth here, and really nothing stops us from growing in any number of directions. As we noted, these combined markets represent nearly 40% of the US population. So tremendous opportunity to grow and extends our TAM to over $870 billion, so tremendous growth. But clearly opportunities to grow, if you will, the Medicare model into the markets where One Medical has been and vice versa to look for opportunities to grow kind of the commercial segment into markets that Iora Health has been in, and more. So clearly, the TAM is large here, and we have tremendous opportunities.

In terms of growth and acquiring new customers, one of the exciting things that Bjorn mentioned is, as of last quarters, we've noted that One Medical have over 600,000 members. Some of those members are aging into Medicare, and as Rushika mentioned, what a tremendous opportunity to age those members into the Iora Health model and into Medicare Advantage, Medicare-Direct contracting and other Medicare models. We have a bunch of our members, who are not close to aging into Medicare models. We have a bunch of our members who are not close to aging into Medicare, and maybe their parents are on Medicare or some even their grandparents.

What an opportunity to extend membership, if you will, to that population. So tremendous built-in growth opportunities, built-in customer acquisition opportunities. We also find on the Iora Health side, members over there with family members saying, gee, how do I get this great Iora Health care for me, but I'm not a senior. Well, now, we have an opportunity to extend that to them as well into the, if you will, legacy One Medical model. So we see tremendous synergies here, tremendous opportunities for cross marketing, tremendous expansion in the TAM, and really built-in growth opportunities through these existing member bases and the existing markets.

Thanks so much, Daniel.

Daniel Grosslight Analyst, Citigroup Global Markets, Inc.			Q

Thanks, guys.

Operator: Our next question comes from Jessica Tassan with Piper Sandler.

Jessica E. Tassan Analyst, Piper Sandler & Co.			Q

Hi. Thank you for taking the question and congratulations. We'd be interested to know if you could maybe describe Iora's health system strategy in each of their 10 markets, and then specifically with regard to direct contracting what they're doing with health systems and how you expect the combined companies' health system strategy to evolve with the combination?

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Yeah. Thank you for the question, Jessica. We think this is a great opportunity to further extend the clinical and digital integration that we've built for members on the commercial side, also in the Medicare

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side. As I once had in a prior healthcare organization, a patient said to me, she said, it's a full time job being a patient. And what we want to do is we want to own that complexity of navigating care on behalf of our members. We want to help them get that referral, get that authorization, book that appointment, collect that medical information, avoid duplicative testing, share that information with their next level of care.

If that patient ended up in an emergency room, we would want to know about that proactively, prospectively, or at least concurrently, I would say, as they show up there, so we can help coordinate it. And post discharge we want to be able to help follow up with that patient. So they won't have a bounce back readmission or a complication.

Well, these are the kind of things that both One Medical and Iora Health have been focused on doing. And at One Medical, we've been building these clinical and digital integrations and believe with various health network partners and believe this will be super powerful in extending this from commercial and into Medicare models.

And before I turn it over to Rushika, to mention a little bit about direct contracting, I just want to know, part of what health network partners have been looking for is, can they find partners who can help them build greater consumer-oriented approaches, approaches that leverage innovative technology, approaches that are at the cutting edge of value-based care, whether it's for employers or for seniors. And really across our platform now, across pediatrics, adults and now seniors will be able to do that. And there's a growing Medicare population an aging population and approximately 40% of seniors are now in Medicare Advantage at-risk plans. So we're positioned really well to help our health network partners better address consumer driven value-based care for employers in the commercial segment as well as do the same on the seniors segment. And we're super excited about all Iora Health has been doing on Medicare, including with direct contracting, and Rushika maybe you can make a couple of comments there.

Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc.			A

Sure. And thanks for the question Jessica. We're very proud and excited to be one of about 50 provider groups who are admitted as the first group into direct contracting, which as you know is a program with Medicare Innovation Center. Only 10 of those groups actually pretty much are national groups that are able to go across the country. What's exciting is, it allows us to serve about 40 million Medicare members who are not in Medicare Advantage plans, and nothing stops us from doing this anywhere in the country. We don't need permission, we just simply need to register to do it. Again, what is exciting is, we don't do this by the number of people in direct contracting going to existing practices and sort of continuing here the way it is.

Like One Medical, our bet is that we're going to actually change how actual people get actual care by building, built-for-purpose practices that engage people digitally, that build team base models, that have a fundamentally different clinical model, and we're going to take full-risk content through their contracting program and that leads to great experience and outcomes for the patient and leads to really spending economics as well, as we take this waste in the healthcare system and rationalize it and then because it's full risk we get to keep that difference and invest it into better primary care. We're very excited about direct contracting, I think between our relationships with pretty much every national Medicare Advantage plan and many local ones and growing number and direct contracting we really can reach, as Amir said, a combined well over $800 billion of market.

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Jessica E. Tassan Analyst, Piper Sandler & Co.			Q

Thank you. And then maybe to follow up, are One Medical and Iora offices expected to open up to each other's kind of respective commercial and MA populations over the next couple of years? And then, will new offices open to all populations right off the bat, starting maybe in 2022? Thanks so much.

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Yeah. Thanks Jessica. Well, we have tremendous opportunities, and if you will, degrees of freedom here. One of the nice things that we've done in each of our models is we've optimized for the populations we serve. So for example, at One Medical we've tended to locate our physical offices near where people are working or shopping or living so they can be very convenient to a working population. And similarly Iora Health has done the same in its location to be very convenient to seniors. Now, certainly some of those locations can be convenient to all people.

And so where there are those opportunities we could absolutely take advantage of those. But also we can continue to focus on the great care and the focused services that we've done in our models. I'd also like to add, and I'll go back to the point that Iora Health had 19 engagements per member per year for a senior population and One Medical had 10 engagements per member per year, and across both of those models that's largely digital.

And so we can leverage this common technology platform, common digital platform, which can scale readily across both platforms. So a lot of opportunity for leverage in the model.

Operator: Thank you. Your next question comes from George Hill with Deutsche Bank.

George Hill Analyst, Deutsche Bank Securities, Inc.			Q

Hey, good morning guys, and thanks for taking the question. And I kind of just wanted to focus again a little bit more on the out year guidance, and maybe Amir or Bjorn you can tell us I guess where we had it wrong, because I know the consensus EBTIDA estimate for 2024 was about $130 million. We know that Iora is trending to about negative 90% today, which means you'd wind up with like a $70 billion number inclusive of the synergies. So there seems to be kind of that gap, kind of ex the Iora transaction. I guess what I'm just trying to figure out is, how wrong were we, or I guess, how should we think about the guidance being potentially conservative?

Bjorn B. Thaler Chief Financial Officer, 1Life Healthcare, Inc.			A

Yeah. Happy to chat about that one. So first of all, maybe just let me remind you that the combined adjusted EBITDA target here is really sort of 17%-plus. So in other words we've giving a [indiscernible] (49:38). So I think that that's very, very important. And certainly the long term target is going to present a blend of sort of One Medical's organic adjusted EBITDA margin target of 20% which remains at 20%,

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together with sort of Iora's long- term adjusted EBITDA profile. Obviously, the S4 is going to have more details here that we'll ultimately be able to point you to.

But maybe just I would say is, keep in mind that sort of 17%-plus EBITDA margin target is really on a much, much larger revenue basis. You felt me say early on the call that the average CMS benchmark for 2020 was approximately $10,000 and that's about 13 times larger than the average revenue per member that One Medical recorded in 2020. So you will see a little bit of a mix shift here. But we are super excited about being able to expand our TAM, create to $350 million of revenue synergies which are a big part of this as well. And then as I said, sort of really feel that a 17%-plus EBITDA target margin is derived long term range for us.

George Hill Analyst, Deutsche Bank Securities, Inc.			Q

That's helpful. And I don't know if I can have a quick follow up, but I was wondering also Amir or Bjorn if you guys can talk about the assumptions that underline that $350 million revenue synergy figure which is a pretty sizable figure given that it's bigger than what Iora's business is currently.

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Sure. I can make a number of comments there. Well, first of all, as we mentioned, at One Medical we have as of last quarter just shy of 600,000 members. And as I mentioned before, some of those members are aging into Medicare today and have been. So there are existing Medicare patients that we might be able to offer Iora Health like opportunities, whether it's in Medicare Advantage or even in direct contracting today. There are members who are aging into Medicare all the time. There are members that, close to 600,000 as of last quarter, who have parents or grandparents who are eligible, and boy, might they like to offer this kind of One Medical experience, but for more complex patients and maybe their family members who are in Medicare Advantage plans. We can do that. We also noted that in Iora Health, our patients there often say, boy, I have family members who aren't Medicare eligible that would love this great Iora Health experience.

Well, now, we can offer them an approach with One Medical. So there is tremendous built-in growth opportunities there. There's tremendous opportunities as we noted to expand the TAM from about $170 million in the commercial segment to $870 billion in the combined commercial and Medicare, Medicare Advantage, and now with direct contracting really getting to original Medicare patients as well even before or without needing to get into Medicare Advantage relationships. So this is just a tremendous built-in growth opportunity. We also mentioned the market opportunities, the geographic market opportunities. Together, we will be in 28 total markets, taking potentially Iora Health existence in 10 standalone markets into new markets, and extending standalone One Medical from its 22 markets potentially into existing Iora Health markets and others. So a lot of room for growth, much bigger TAM, cross-marketing opportunities, and of course growth opportunities through Medicare Advantage and direct contracting as well. Thank you.

George Hill Analyst, Deutsche Bank Securities, Inc.			Q

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That's helpful. Thanks, again.

Operator: The next question comes from Ricky Goldwasser with Morgan Stanley.

Ricky R. Goldwasser Analyst, Morgan Stanley & Co. LLC			Q

Yeah. Hi. Good morning and congrats on the deal. So a couple of questions here. One, Iora clearly has relationship with health plans. And is this sort of an opportunity for you to sort of expand your relationship with payers as we think about the commercial side of the business?

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Yeah. Thanks for the question, Ricky. Well, we have always thought of our health network partnerships broadly, and sometimes that is with healthcare systems, but we've also had relationships with health plans that sometimes have bundled One Medical into their RFPs, if you will, to commercial employers. Now, clearly Iora Health has had very, very tight and outstanding relationships with health plans as it has been taking on global risk, global capitation. So we really see this is a tremendous opportunity across the platform to position ourselves to work with all health network partners of all types, and to be really well positioned to handle the range of contractual relationships, including full Medicare Advantage models. And maybe I'll Rushika to pipe in here as well.

Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc.			A

So, thanks for the question. Yeah. I think the way we talk about Iora, it's high impact relationship based care. So much of US healthcare is transactional. And what we think the healthcare system needs is relationship-based care. Last I checked, transactions don't heal people, relationships do. Now, of course, that relationship is doctor- patient, of course that's within our teams, of course it's about how primary care has relationships with the downstream like health system. But I think something people don't think about enough is actually the relationship with payer and provider.

And I think for 75 years in US healthcare, payers and providers are seeing themselves as adversaries, and fee- for-service payment sort of encourages that. We want high rates, we want low rates, we argue over it, and what we've done at Iora and I think what One Medical is doing and I think we can do even more powerfully together, you'd say, let's make that relationship between the payer and the provider a relationship and based of relationship and not transactions, that make this win-win. They are your members. There are our patients, they are actually the same people, and we actually want the same thing for them. And so this is all about alignment. I think it's really exciting that we can do this.

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Ricky R. Goldwasser Analyst, Morgan Stanley & Co. LLC			Q

And then the follow-up question that I had was around branding. I mean, clearly, there's some overlap in the markets. And to your point there could be really nice synergies between sort of the population that's served by Iora and One Medical. Are you going to rebrand Iora under sort of the One Medical banner?

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Well, we feel we'll work those things out. But I'd say, the general point is, we have the opportunity here together to be the most loved brand in healthcare. And that is what we're setting out to do. We want the default choice of control. Of course, this is the care I want for my children, for myself if I'm a working age adult or if I'm a senior for myself or for my parents or grandparents. And so we believe we have a tremendous opportunity to have an alignment here and to create a broad brand recognition and all that is still ahead of us. Well, thank you.

Ricky R. Goldwasser Analyst, Morgan Stanley & Co. LLC			Q

Thank you very much.

Operator: Your next question comes from Elizabeth Anderson with Evercore.

Elizabeth Anderson Analyst, Evercore Group LLC			Q

Hi, guys. Thanks so much for the question. Congrats on the transaction. My first question is, is there anything for Iora to keep in mind of the financials as we come out of COVID, any kind of like risk scoring things, et cetera? And secondly, could you comment or provide any additional details on sort of how you're seeing the cash burn sort of develop over the course of the next couple of years? Thank you.

Bjorn B. Thaler Chief Financial Officer, 1Life Healthcare, Inc.			A

Yeah. Great questions. Thank you. Yeah. Obviously, we took a detailed look at sort of the results of 2020 and the projections here for Iora which you'll see as part of [indiscernible] (58:25). I think Iora has really shown frankly throughout the pandemic the power of their model. I mean, they've got an average 19 touches per member per year. So a year of them in person that compares for example to the 10 touches into two in person that we at One Medical historically happened. This combination and this member centricity that you hear here coming through from Amir, Rushika, myself and others, that's really sort of what I think powered both One Medical and Iora during the pandemic. It showed the value of this sort of longitudinal care approach.

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It showed the value of putting the member into center and not doing that fee-for-service approach that we already talked about. As I think about the cash portion here, we certainly finished the quarter with more than $700 million of cash on the balance sheet as you saw. And as we think about what's in front of us, whether that's in terms of integration, whether that's linked in terms of all the opportunities to continue to grow, realize the synergies and frankly take advantage of additional opportunities in the market that may present themselves, we feel like we have the right balance sheet, we have the right operating model, we have the right management, and we have the right employees to continue to take advantage of that, and I'm very excited about what the future can bring for us here.

Elizabeth Anderson Analyst, Evercore Group LLC			Q

Okay. Great. Thanks so much.

Operator: Our next question comes from Stephanie Davis with SVB Leerink.

Stephanie Davis Analyst, SVB Leerink LLC			Q

Hey, guys. Congrats on the transaction result. I want to continue the question line on the revenue synergies. For Bjorn, is there any way to size the tranches of revenue synergies that get you to that $350 million figure, and just rank them in terms of timing, to imagine some of the opportunities are more near-term like opening up your centers to both populations versus some of the aging opportunities seem a little bit longer term than maybe even 2025.

Bjorn B. Thaler Chief Financial Officer, 1Life Healthcare, Inc.			A

Yeah, I mean, there are obviously lots of different buckets that you heard, Amir sort of talked through. And when I take a step back off the roughly 600,000 or approximately 600,000 members that we have at One Medical, about 2,000 to 3,000 members alone every year each into Medicare. I talk about the average premium per yield about $10,000 per member. If we can capture just a fraction of that, obviously that in an off itself is a big number. You've also heard Amir talk about the parents and grandparents of our existing members.

We have year-after-year retained 9 out of 10 consumer members, 9 out of 10 enterprise members. So we really think that thankfully in many ways our members, one of our biggest brand ambassadors and ambassadors really off the model. So if we can get them to speak to their parent, speak to their grandparents about the great experiences that they have, we think that's very powerful. And then conversely, Iora has greater retention, great NPS and if those parents and grandparents talk to their children and say, look, this is a really great model, and this is now available for you as well. We feel very, very bullish about the opportunity to derive those $350 million in revenue synergies.

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Stephanie Davis Analyst, SVB Leerink LLC			Q

Understood. Then a follow up then for Rushika. Of the 40% of members on a regional Medicare, how should we think about the kind of risk sharing assumption versus fee-for-service component for that or any other way you're generating revenues off of that model?

Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc.			A

Yeah. So our model was built around doing full-risk Medicare. We are not built around doing fee-for-service. As Bjorn said, the economics are confirmative, typical practice. You're doing fee-for-service Medicare, you do three or four visits a year at $120 a visit that's $40ish PMPM, and for risk you get $1,000 or more PMPM, so they are transformative. We have no intention of continuing to be primarily in fee-for-service. We are in fee-for-service Medicare because we know that direct contracting was coming. And we are rapidly putting our patients and signing them up for direct contracting that's what we will continue to do. As you know, in direct contracting there's a great channel called voluntary alignment where we simply ask our patients to report that you are our patients [indiscernible] (01:03:14) we are your patient, and then they flip into the full-risk model, and that's what we continue to intend to do.

Stephanie Davis Analyst, SVB Leerink LLC			Q

All right. Makes sense. Just a legacy part of the business. All right. Thank you. I appreciate it.

Operator: Our next question comes from Steph Wissink with Jefferies.

Stephanie Wissink Analyst, Jefferies LLC			Q

Thank you and congratulations as well. We had two really quick questions Bjorn, this maybe is best directed for you, but just trying to understand a little bit about the sinking of the costs of the combination. I think you mentioned $80 million of expected spend. How should we be slowing that through our model over the course of the next three to four years? And then also on the synergies, you can get us some sense of kind of the weighting, whether it's first half of the period or second half, just wanting to think those two numbers up.

Bjorn B. Thaler Chief Financial Officer, 1Life Healthcare, Inc.			A

Yeah. Absolutely. And again, there's going to be obviously much more detail in the S4 here. But maybe just high level, you've heard me talk about is three year to four-year integration timeline. Certainly on integration expenses I think you'll see probably the integration expenses being more front loaded than back end loaded in order to start sort of that integration and really start to execute on that value pop. As I

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think about the synergies, obviously they will ramp up over time. And I think by 2025 we'll get to that $350 million run rate I believe on the revenue side, as well as $30 million on the cost side. So that's probably going to be a little more gradual. And again, you'll see much more details in the S4.

Stephanie Wissink Analyst, Jefferies LLC			Q

That's great. And then just a final question for us is that, an earlier question was asked about kind of the cross marketing, but I'm curious more about that data. Will you be merging the two data pools? Will you be looking for ways to kind of engineer better programs both directions, based on the combined datasets that you'll have of both kind of young commercially insured and then older aging Medicare-insured populations? Thank you.

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Yeah.

Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc.			A

Yeah. I can take.

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Yes. Go ahead, please Rushika.

Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc.			A

Yeah. I think that's one of the huge opportunities here. The combined entity having patients across the age spectrum, I think gives us a huge opportunity both on the data side but also on the clinical side. I think as we start in markets where we already are, we have a handful of markets where we already coexist very quickly. After we close the deal, we will be able to take those datasets and then create clinical programs that had crossed the commercial and the Medicare folks. And you can imagine having dedicated specialists and home visit programs and a number of other targeted interventions that actually kind of cross both sets of patients. So I actually think you're exactly right that this sort of integrated data across the lifespan for patients and being able to apply clinical program using that is incredibly powerful. And again, data is mildly interesting, data that then triggers actual clinical interventions that actually then

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make actual people get healthier, and then you're in payment models that you get the benefit from that, that's the chain that we'll be able to do.

Stephanie Wissink Analyst, Jefferies LLC			Q

Thank you.

Operator: Our last question comes from Donald Hooker with KeyBanc.

Donald Hooker Analyst, KeyBanc Capital Markets, Inc.			Q

Great. Good morning. Thank you. I'll just ask one. I just wanted to be clear on slide 13. It looks like of the 38,000 members at Iora Health, it looks like 40% are in traditional Medicare. And is your outlook assuming that the vast majority of that 40% converts into the voluntary path of the direct contracting program? Is that how that's going to work?

Rushika Fernandopulle Co-Founder & Chief Executive Officer, Iora Health, Inc.			A

Yes, that is absolutely the intention. As you know, direct contracting just began, we started April 1, and we're in the first quarter of the program, and we are over time aligning patients. There is a process where we get them to sign up and we submit them to CMS, and that process simply takes time. So our intention is that we will convert the vast majority of those patients over the next period.

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			Q

I mean, are there patients in the program now, I guess, I should say. There are and just to clarify that that's 40 million individuals in the United States in original Medicare that preponderance of Iora's revenues are coming from Medicare Advantage and now also with regional Medicare patients that Iora has coming into direct contracting. So this extends this TAM significantly in the broader United States to not only reach out to the Medicare Advantage population, but also to the original Medicare population, and get kind of full risk economics through this direct contracting model. So this, as Rushika mentioned, has launched at Iora and select other organizations participating in direct contracting and provides a tremendous opportunity ultimately for better care and better value. Thank you, Donald.

Donald Hooker Analyst, KeyBanc Capital Markets, Inc.			Q

Thanks for clarifying.

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Operator: And ladies and gentlemen, this concludes the Q&A portion of today's call. I'd like to turn the call back over to our host.

Amir Dan Rubin Chairman, President & Chief Executive Officer, 1Life Healthcare, Inc.			A

Well, thank you so much. I'd really like to thank everybody for joining us today for the wonderful questions. I'd like to thank the Iora and One Medical teams for the incredible care that they give and the incredible technology that they build every day. I'd like to thank our partners, our employers, our health plans, our health systems, all of our health network partners, our all of our key stakeholders. Ultimately, we're here to transform healthcare together for every stage of life. Thanks, everybody, and we'll see you again soon.

Operator: Ladies and gentlemen, this concludes today's presentation. You may now disconnect and have a wonderful day.

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