Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 10, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-39248 | ||
Entity Registrant Name | The Oncology Institute, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3562323 | ||
Entity Address, Address Line One | 18000 Studebaker Rd, Suite 800 | ||
Entity Address, City or Town | Cerritos | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90703 | ||
City Area Code | 562 | ||
Local Phone Number | 735-3226 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 179.1 | ||
Entity Common Stock, Shares Outstanding | 73,249,046 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001799191 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | TOI | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | TOIIW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Costa Mesa, California |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash (includes restricted cash of $875 and $0 as of December 31, 2021 and 2020) | $ 115,174 | $ 5,998 |
Accounts receivable | 20,007 | 17,146 |
Other receivables | 1,237 | 113 |
Inventories, net | 6,438 | 4,354 |
Prepaid expenses | 11,200 | 2,109 |
Total current assets | 154,056 | 29,720 |
Property and equipment, net | 4,192 | 2,104 |
Intangible assets, net | 18,245 | 19,516 |
Goodwill | 26,626 | 14,227 |
Other assets | 320 | 122 |
Total assets | 203,439 | 65,689 |
Current portion of long-term debt | ||
Current portion of long-term debt | 183 | 5,368 |
Accounts payable | 15,559 | 12,643 |
Income taxes payable | 132 | 1,144 |
Accrued expenses and other current liabilities | 13,924 | 9,452 |
Total current liabilities | 29,798 | 28,607 |
Derivative warrant liabilities | 2,193 | 0 |
Derivative earnout liabilities | 60,018 | 0 |
Long-term debt, net of unamortized debt issuance costs and current portion | 0 | 6,561 |
Other non-current liabilities | 6,900 | 807 |
Deferred income taxes liability | 371 | 1,613 |
Total liabilities | 99,280 | 37,588 |
Commitments and Contingencies | 0 | 0 |
Stockholders’ deficit: | ||
TOI Common shares, $0.0001 par value, Authorized 500,000,000 shares; 73,249,042 shares issued and outstanding at December 31, 2021 | 7 | 6 |
TOI Convertible Series A Common Equivalent Preferred Shares, $0.0001 par value. Authorized 10,000,000 shares; 163,510 shares issued and outstanding at December 31, 2021 | 0 | 0 |
Additional paid-in capital | 167,386 | 80,402 |
Accumulated deficit | (63,234) | (52,307) |
Total stockholders’ deficit | 104,159 | 28,101 |
Total liabilities and stockholders’ deficit | $ 203,439 | $ 65,689 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted cash | $ 875 | $ 0 |
Common shares, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | |
Common stock, shares issued (in shares) | 73,249,042 | |
Common stock, shares outstanding (in shares) | 73,249,042 | |
Series A preferred shares, par value (in usd per share) | $ 0.0001 | |
Series A preferred shares, authorized (in shares) | 10,000,000 | |
Series A preferred shares, outstanding (in shares) | 163,510 | 0 |
Preferred stock, shares issued (in shares) | 163,510 | 0 |
Total assets | $ 203,439 | $ 65,689 |
Total liabilities | 99,280 | 37,588 |
Variable interest entity | ||
Total assets | 42,332 | 22,639 |
Total liabilities | $ 79,579 | $ 40,426 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Total operating revenue | $ 203,003 | $ 187,515 |
Operating expenses | ||
Selling, general and administrative expense | 83,365 | 41,898 |
Depreciation and amortization | 3,341 | 3,178 |
Total operating expenses | 248,861 | 195,712 |
Loss from operations | (45,858) | (8,197) |
Other non-operating expense (income) | ||
Interest expense | 320 | 347 |
Decrease in fair value of liability classified warrants | (3,686) | 0 |
Decrease in fair value of earnout liabilities | (24,891) | 0 |
Gain on debt extinguishment | (4,957) | 0 |
Other, net | (1,046) | 6,271 |
Total other non-operating (income) expense | (34,260) | 6,618 |
Loss before provision for income taxes | (11,598) | (14,815) |
Income tax benefit | 671 | 493 |
Net loss | $ (10,927) | $ (14,322) |
Loss per share attributable to The Oncology Institute, Inc.: | ||
Basic (in usd per share) | $ (0.16) | $ (0.24) |
Diluted (in usd per share) | $ (0.16) | $ (0.24) |
Weighted-average number of shares outstanding: | ||
Basic (in shares) | 66,230,606 | 59,117,723 |
Diluted (in shares) | 66,230,606 | 59,117,723 |
Patient services | ||
Revenue | ||
Total operating revenue | $ 124,074 | $ 116,817 |
Operating expenses | ||
Direct costs | 99,401 | 95,747 |
Dispensary | ||
Revenue | ||
Total operating revenue | 72,550 | 63,890 |
Operating expenses | ||
Direct costs | 62,102 | 53,907 |
Clinical trials & other | ||
Revenue | ||
Total operating revenue | 6,379 | 6,808 |
Operating expenses | ||
Direct costs | $ 652 | $ 982 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Preferred stock | Preferred stockLegacy TOI Preferred Stock | Preferred stockPreviously ReportedLegacy TOI Preferred Stock | Preferred stockRevision of Prior Period, AdjustmentLegacy TOI Preferred Stock | Common stock | Common stockLegacy TOI Common Stock | Common stockPreviously ReportedLegacy TOI Common Stock | Common stockRevision of Prior Period, Adjustment | Common stockRevision of Prior Period, AdjustmentLegacy TOI Common Stock | Additional paid in capital | Additional paid in capitalPreviously Reported | Additional paid in capitalRevision of Prior Period, Adjustment | Retained Earnings/ (Accumulated Deficit) | Retained Earnings/ (Accumulated Deficit)Previously Reported |
Balance at beginning (in shares) at Dec. 31, 2019 | 0 | 0 | 11,451 | (11,451) | 59,101,090 | 0 | 100 | 59,101,090 | (100) | ||||||||
Balance at beginning at Dec. 31, 2019 | $ 42,222 | $ (5,921) | $ 48,143 | $ 0 | $ 0 | $ 100,114 | $ (100,114) | $ 6 | $ 0 | $ 0 | $ 6 | $ 48,231 | $ 94 | $ 48,137 | $ (6,015) | $ (6,015) | |
Changes in Stockholders' Equity | |||||||||||||||||
Net loss | (14,322) | (14,322) | |||||||||||||||
Exercise of Legacy TOI common share options (in shares) | 59,102 | ||||||||||||||||
Exercise of Legacy TOI common share options | 50 | 50 | |||||||||||||||
Deemed dividend on extinguishment of Legacy TOI preferred stock re-issuance | 31,970 | (31,970) | |||||||||||||||
Share-based compensation expense | 151 | 151 | |||||||||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 0 | 59,160,192 | |||||||||||||||
Balance at ending at Dec. 31, 2020 | 28,101 | $ 0 | $ 6 | 80,402 | (52,307) | ||||||||||||
Changes in Stockholders' Equity | |||||||||||||||||
Net loss | (10,927) | (10,927) | |||||||||||||||
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued (in shares) | 14,088,850 | ||||||||||||||||
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued | 46,099 | $ 1 | 46,098 | ||||||||||||||
Preferred stock issued in connection with the Closing of the Business Combination (in shares) | 163,510 | ||||||||||||||||
Preferred stock issued in connection with the Closing of the Business Combination | 16,351 | 16,351 | |||||||||||||||
Share-based compensation expense | 24,535 | 24,535 | |||||||||||||||
Balance at ending (in shares) at Dec. 31, 2021 | 163,510 | 73,249,042 | |||||||||||||||
Balance at ending at Dec. 31, 2021 | $ 104,159 | $ 0 | $ 7 | $ 167,386 | $ (63,234) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (10,927) | $ (14,322) |
Adjustments to reconcile net loss to cash (used) provided by operating activities: | ||
Depreciation and amortization | 3,341 | 3,178 |
Amortization of debt issuance costs | 53 | 60 |
Impairment loss | 0 | 7,500 |
Share-based compensation | 24,535 | 151 |
Decrease in fair value of liability classified warrants | (3,686) | 0 |
Decrease in fair value of earnout liabilities | (24,891) | 0 |
Deferred taxes | (1,242) | (1,344) |
Gain on debt extinguishment | (4,957) | 0 |
Bad debt recovery, net | (417) | 4,233 |
Loss on disposal of property and equipment | 0 | 60 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,195) | (6,763) |
Inventories | (1,842) | (465) |
Other receivables | (792) | 5 |
Prepaid expenses | (9,091) | (1,386) |
Other assets | (198) | (25) |
Accrued expenses and other current liabilities | (3,084) | 5,210 |
Income taxes payable | (1,012) | 655 |
Accounts payable | 2,916 | 3,758 |
Other non-current liabilities | 809 | 3 |
Net cash and restricted cash (used in) provided by operating activities | (32,680) | 508 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,847) | (1,194) |
Purchases of intangible asset in practice acquisitions | (200) | 0 |
Cash paid for practice acquisitions, net | (9,107) | (150) |
Issuance of notes receivable | 0 | (7,500) |
Net cash and restricted cash used in investing activities | (12,154) | (8,844) |
Cash flows from financing activities: | ||
Proceeds from recapitalization transaction, exclusive of transaction costs | 333,946 | 0 |
Transaction costs related to the recapitalization transaction | (33,145) | 0 |
Payments as a result of recapitalization transaction | (167,510) | 0 |
Proceeds from issuance of long-term debt, net | 0 | 12,493 |
Proceeds from financing of insurance payments | 8,429 | 0 |
Payments made for financing of insurance payments | (409) | 0 |
Payment of deferred consideration liability for acquisition | (50) | 0 |
Principal payments on long-term debt | (7,219) | (281) |
Principal payments on capital leases | (32) | (31) |
Deferred offering costs | 0 | (343) |
Exercise of common share options | 0 | 50 |
Issuance of Legacy TOI preferred stock | 20,000 | 0 |
Net cash and restricted cash provided by financing activities | 154,010 | 11,888 |
Net increase in cash and restricted cash | 109,176 | 3,552 |
Cash at beginning of year | 5,998 | 2,446 |
Cash and restricted cash at end of year | 115,174 | 5,998 |
Supplemental disclosure of noncash investing and financing activities: | ||
Reclassification of public warrant derivative liability related to the recapitalization transaction into equity | 10,580 | 0 |
Fair value of net assets acquired as part of practice acquisitions, less cash | 1,175 | 0 |
Deferred consideration as part of practice acquisitions | 4,468 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest and principal forgiven from Paycheck Protection Program loans | 4,957 | 0 |
Cash paid for: | ||
Income taxes | 1,727 | 207 |
Interest | $ 275 | $ 227 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Overview of the Business The Oncology Institute, Inc. (“TOI”) is the successor entity to DFP Healthcare Acquisitions Corp. ("DFPH"). DFPH is a Delaware corporation originally formed in 2019 as a publicly-traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination ("Business Combination"). TOI was originally founded in 2007 and is a community oncology practice that operates value-based oncology services platforms. TOI has three wholly-owned subsidiaries, TOI Parent, Inc. ("TOI Parent"), TOI Acquisition, LLC (“TOI Acquisition”) and TOI Management, LLC (“TOI Management”). Additionally, TOI Management holds master services agreements with affiliated physician-owned professional entities ("TOI PCs") that confer controlling financial interest over the professional entities and their wholly-owned subsidiaries (TOI PCs, together with TOI, the “Company”). On November 12, 2021 ("Closing Date"), the Business Combination closed following a series of mergers, which resulted in DFPH emerging as the parent of the combined entity Orion Merger Sub II, LLC and TOI Parent (together, "Legacy TOI"). DFPH was renamed “The Oncology Institute, Inc.” and c ommon stock and "Public Warrants" continued to be listed on Nasdaq under the ticker symbols “TOI” and “TOIIW,” respectively. See Note 16. Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion and pharmacy, clinical trials, radiation, educational seminars, support groups, counseling, and 24/7 patient assistance. TOI’s mission is to heal and empower cancer patients through compassion, innovation and state-of-the-art medical care. The Company brings comprehensive, integrated cancer care into the community setting, including clinical trials, palliative care programs, stem cell transplants, transfusions, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company, through it consolidating subsidiary Innovative Clinical Research Institute, LLC ("ICRI") , performs cancer clinical trials through a network of cancer care specialists. ICRI conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world. The Company has 86 oncologists and mid-level professionals across 53 clinic locations located within four states: California, Nevada, Arizona, and Florida. The Oncology Institute CA, a Professional Corporation ("TOI CA"), one of the TOI PCs, is comprised of the clinic locations in California, Nevada, and Arizona. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, MediCal, and commercial patients. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). Principles of Consolidation The accompanying consolidated financial statements include the accounts of TOI, its subsidiaries, all of which are controlled by TOI through majority voting control, and variable interest entities (“VIE”) for which TOI (through TOI Management) is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation. Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations. The Company holds variable interests in clinical practices, TOI PCs, for which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of December 31, 2021, TOI held variable interest in The Oncology Institute CA, a Professional Corporation (TOI CA) and The Oncology Institute FL, LLC, a Professional Corporation ("TOI FL,"), both of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 17, the shareholders of the Company's consolidating VIEs own a minority of the issued and outstanding common shares of the Company. Business Combinations The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification Topic No. 805, Business Combinations (“ASC 805”). Per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired. The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFP, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of TOI Parent. Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgements related to revenue recognition, estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss per share has been retrospectively adjusted for all periods presented prior to the Business Combination. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, Earnout Shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Revenue Recognition The Company follows the accounting requirements of Accounting Standard Codification Topic No. 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract. 5. Recognition of revenue when, or as, an entity satisfies a performance obligation. The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”); (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals and independent practice associations (“IPAs”)); and (v) individual patients and clients. Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, dispensary revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the payor. The following paragraphs provide a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation Capitation revenues of the Company consist primarily of fees for medical services provided to patients by the Company under a capitated arrangement with various managed care organizations. Capitation revenue is paid monthly to the Company based on the number of enrollees assigned to the Company by the contracted managed care organization (per member, per month; or “PMPM”). Capitation contracts generally have a legal term of one year or longer. Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patient-customers can and do change month over month. The transaction price for capitation contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. The Company generally estimates the transaction price using the most likely methodology and amounts are only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Certain contracts include terms for a capitation deduction where the cost of out-of-network referrals of members by the Company are deducted from the future payment. The deductions vary depending on the payor and are often not known until a future period. As such, the Company adjusts the transaction price for capitation deductions based on historic experience such that the amount of capitation revenue is constrained to the extent that it is not probable a significant reversal of revenue will occur in the future. Revenue is recognized in the month services are rendered on the basis of the transaction price established at that time. If subsequent information resolves uncertainties related to the transaction price, adjustments will be recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability. Fee-for-Service Revenue FFS revenue represents revenue earned under contracts in which the Company bills and collects for medical services rendered by the Company’s employed physicians. The terms for FFS contracts are short in duration and only last for the period over which services are rendered (typically, one day). FFS revenue consists of fees for medical services provided to patients. These medical services are capable of being distinct since the patient can benefit from the medical services on their own. Each service constitutes a single performance obligation for which the patient accepts and receives the benefit of the medical services as they are performed. Under the FFS arrangements, the Company bills third-party payors and patients for patient care services provided. Payments for services provided are generally less than billed charges. The Company records revenue net of an allowance for contractual adjustments, which represents the net revenue expected to be collected from third-party payors (including managed care, commercial, and governmental payors such as Medicare and Medicaid), and patients. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries). The transaction price from FFS arrangements is variable in nature because fees are based on patient encounters, credits due to patients, and reimbursement of provider costs, all of which can vary from period to period. The Company estimates the transaction price using the most likely methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. As a practical expedient, the Company uses a portfolio approach to determine the transaction price for the medical services provided under FFS arrangements. Under this approach, the Company bifurcates the types of services provided and grouped health plans with similar fees and negotiated payment rates. At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the standard applied to individual patient contracts related to each medical service provided. The recognition of net revenue (gross charges less contractual allowances) from such services is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system, and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded on the date the services are rendered based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. When the performance obligation is not satisfied, the billing is recognized as a contract liability. Dispensary The Company sells oral prescription drugs directly through its dispensaries. Each prescription filled and delivered to the customer is a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by various pharmacy benefit managers (“PBMs”) and other third party payors. The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. The Company recognizes revenue based on the transaction at the time the customer takes possession of the oral drug. Clinical Trials Revenue The Company enters into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities and thus is a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. Under the clinical trial contracts, the Company receives a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. Under ASC 606, the Company has elected to recognize revenue for these arrangements using the ‘as-invoiced’ practical expedient. The Company invoices the customer periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established between the Company and the customer. Direct Costs of Sales Direct cost of sales primarily consists of wages paid to clinical personnel and other health professionals, oral and IV drug costs, and other medical supplies used to provide patient care. The Company’s costs for clinical personnel wages are expensed as incurred and the Company’s costs for inventory and medical supplies are expensed when used, generally by applying the specific identification method. Cash and Restricted Cash Cash primarily consists of deposits with banking institutions. The carrying value of the Company’s cash approximates fair value due to the short-term maturity of these instruments (less than three months). Pursuant to a covenant arising from a corporate credit card program, the Company holds cash on deposit with a banking institution that is subject to legal restrictions on withdrawal. Accounts Receivable The Company accounts for accounts receivable under Accounting Standard Codification Topic No. 310, Receivables (“ASC 310”). Accounts receivable includes capitation receivables, FFS reimbursement for patient care, dispensary receivables and contract receivables. Accounts receivable are recorded and stated at the amount expected to be collected determined by each payor. For third-party payors including Medicare, Medicaid, managed care providers, and commercial payors, the collectable amount is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the collectable amount is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries, and any anticipated changes in trends. Accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions, or trends in federal and state governmental healthcare coverage could affect the collectable amount of accounts receivable. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected, and adjustments are recorded when necessary. The Company continuously monitors its collections of receivables and its policy is to write off receivables when they are determined to be uncollectible. As of December 31, 2021 and 2020, the Company does not have an allowance for doubtful accounts. Inventories The Company accounts for inventory under Accounting Standard Codification Topic No. 330, Inventory (“ASC 330”). Inventories consist of intravenous chemotherapy drugs and oral prescription drugs. Inventories are stated at the lower of cost, determined using the weighted average cost method of inventory valuation, or net realizable value. Net realizable value is determined using the selling price, less costs to sell. The Company receives purchase discounts on products purchased. Contractual arrangements with vendors, including manufacturers and wholesalers, normally provide for the Company to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase or (ii) a discount for the prompt payment of invoices. Additionally, in other circumstances, the Company may receive rebates when products are purchased indirectly from a manufacturer (e.g., through a wholesaler). These rebates are recognized when intravenous chemotherapy drugs and oral prescription drugs are dispensed and are generally calculated by manufacturers within 30 days after the end of each completed quarter. The Company also receives additional rebate under its wholesaler contracts if it exceeds contractually defined annual purchase volumes. Purchase rebates are recorded as reductions to cost of services. Property and Equipment, net The Company accounts for property and equipment under Accounting Standard Codification Topic No. 360, Property, Plant, and Equipment (“ASC 360”). As required under ASC 360, the Company states property and equipment at cost, net of accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the related assets, as described further in Note 8. Maintenance and repairs are charged to expense as incurred. Significant renewals and improvements are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. When events or changes in circumstances indicate that the carrying amount of long-lived assets, including property and equipment, or other long-lived assets, may not be recoverable, an evaluation of the recoverability of currently recorded costs is performed. When an evaluation is performed, the estimated value of undiscounted future net cash flows associated with the asset groups is compared to the asset groups’ carrying value to determine if a write-down to fair value is required. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the assets. There were no impairment adjustments recorded for long- lived assets during the years ended December 31, 2021 and 2020. Accounts Payable, Accrued Expenses, and Other Current Liabilities Accounts payable primarily consists of unpaid invoices related to routine operating expenses. Accrued expenses and other current liabilities primarily consist of accruals made for payroll expenses, deferred capitation, and FFS revenue. Leases Lease agreements are evaluated to determine whether they are capital or operating leases in accordance with Accounting Standards Codification, Topic No. 840, Leases (“ASC 840”). When any one of the four test criteria in ASC 840 is met, the lease then qualifies as a capital lease. Capital leases are capitalized at the lower of the net present value of the total amount payable under the leasing agreement (excluding finance charges) or the fair market value of the leased asset. Capital lease assets are depreciated on a straight-line basis, over a period consistent with the Company’s normal depreciation policy for tangible fixed assets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method. Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of the lease term. The Company reports the current and long-term portions of capital lease obligations within accrued expenses and other current liabilities and other non-current liabilities, respectively, on the consolidated balance sheets. Goodwill and Intangible Assets The Company accounts for goodwill and intangible assets under Accounting Standards Codification Topic No. 350, Goodwill and Other (“ASC 350”). Goodwill represents the excess of the fair value of the consideration conveyed in and acquisition over the fair value of net assets acquired. Goodwill is not amortized but is required to be evaluated for impairment at the same time every year. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. The Company performed a qualitative analysis and determined that there were no indicators of impairment. Therefore, no goodwill impairment charge were recorded during the years ended December 31, 2021 and 2020 as a result of the Company’s annual impairment evaluation. Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When circumstances indicate that recoverability may be impaired, the Company assesses its ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Fair value is determined based on appropriate valuation techniques. The Company performed a qualitative analysis and determined that there were no indicators of impairment on December 31, 2021 and 2020. Therefore, no impairment charge of its finite-lived intangible assets was recorded during the years ended December 31, 2021 and 2020. Debt The Company accounts for debt net of debt issuance costs. Debt issuance costs are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method. Public Warrants and Private Placement Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants that were issued by DFPH in connection with its initial public offering (declared effective by the Securities and Exchange Commission ("SEC") on March 10, 2020) whereby holders of the public and private placement warrants are entitled to acquire common stock of the Company. Prior to the Business Combination, the public warrants were accounted for as liabilities per Accounting Standards Codification Subtopic No. 815-40 Contracts on an Entity's Own Equity ("ASC 815-40"). Following the Business Combination, the shares of common stock underlying the public warrants are not redeemable and the Company has one single class of voting stock; therefore, the public warrants are not precluded from being considered indexed to the Company’s common stock which allows the public warrants to meet the criteria for equity classification per ASC 815-40. Warrants classified as equity are recorded at their issuance cost and are not subject to remeasurement at each subsequent balance sheet date. Prior to the Business Combination, the private placement warrants were accounted for as liabilities per ASC 815-40 . The private placement warrants are not considered indexed to the Company’s stock per ASC 815-40 and are therefore recorded as liabilities, given the settlement of the private placement warrants is dependent, in part, on who holds the warrants at the time of the settlement. Warrants classified as liabilities are recorded at their estimated fair value on the Closing Date and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying consolidated statements of operations. The Company estimates the value of these warrants using a Binomial Lattice valuation model in a risk-neutral framework . Earnout Liability As part of the Business Combination, DFPH issued to eligible Legacy TOI stockholders and Legacy TOI employees the contingent right to receive up to 12.5 million additional shares of common stock (“Legacy TOI Earnout Shares”), in two tranches of 5.0 million and 7.5 million, respectively, upon the Company common stock achieving a price per share of $12.50 during the two-year period following the Closing or a price per share of $15.00 during the three-year period following the Closing, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period within the applicable period ("Earnout Terms"); provided, that (i) if one or both of the share price triggers has not been achieved prior to the end of the three-year period following the Closing, (ii) the Company enters into a definitive agreement that would result in a change of control and (iii) the price per share of the Company’s common stock in such transaction is equal to or greater than one or both of the share price triggers, then at the Closing of such transaction, the Company shall issue the applicable portion of the Legacy TOI Earnout Shares as if such share price trigger had been achieved. In addition, certain DFPH common stockholders deposited 575,000 shares of DFPH common stock in an escrow account that will vest and be released to such holders in two tranches of 50%, each (“DFPH Earnout Shares”), upon the Company common stock achieving the Earnout Terms as described above; provided, that (i) if one or both of the share price triggers has not been achieved prior to the end of the three-year period following the closing, (ii) the Company enters into a definitive agreement that would result in a change of control and (iii) the price per share of common stock in such transaction is equal to or greater than one or both of the share price triggers, then at the closing of such transaction, the Company shall issue the applicable portion of the DFPH Earnout Shares as if such share price trigger had been achieved. To the extent any DFPH Earnout Shares remain unvested at the expiration of the three-year period following the closing, such DFPH Earnout Shares shall be forfeited and cancelled without any consideration. Collectively, the Legacy TOI Earnout Shares and DFPH Earnout Shares constitute the “Earnout Shares”, the “Earnout”, and the “Earnout Liability ”. The Company determined that Earnout Shares issuable to Legacy TOI stockholders and DFPH stockholders fail to meet equity classification criteria under ASC 815-40 and therefore, represents a liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the Closing Date. The right to Earnout Shares issuable to Legacy TOI stockholders and DFPH stockholders are remeasured at fair value using a Monte Carlo simulation model each period through earnings. See Note 7 for further discussion. Earnout Shares issuable to Legacy TOI employees is considered a stock-based compensation award under Accounting Standards Codification Topic No. 718 , Stock Based Compensation (“ASC 718”) due to the requirement that Legacy TOI employees must remain employed by the Company in order to not forfeit such unvested Earnout Shares. Such Earnout Shares are accounted for within equity over the service period. See Note 14 for further discussion. Income Taxes The Company accounts for income taxes under the asset and liability method under Accounting Standards Codification Topic No. 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses. Retirement Plans The Company provides a qualified 401(K) plan of compensation. Participants are always fully vested in their own contributions and the Company’s matching contributions vest immediately. The Company expensed to selling, general and administrative expenses $787 and $504 in matching contributions related to the 401(K) plan during the years ended December 31, 2021 and December 31, 2020, respectively . Share-Based Compensation Plan The Company accounts for share-based compensation under ASC 718. As required under ASC 718, the Company accounts for employee share-based compensation as an expense in the consolidated financial statements. Equity-classified awards are measur |
Significant Risks and Uncertain
Significant Risks and Uncertainties Including Business and Credit Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | Significant Risks and Uncertainties Including Business and Credit Concentrations Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. Cash accounts in a financial institution may, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250 per account ownership category. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. The Company’s accounts receivable has implicit collection risk. The Company grants credit without collateral to their patients, most of whom are local residents and are insured under third-party payor agreements. The Company believes this risk is partially mitigated by the Company’s establishment of long-term agreements and relationships with third-party payors that provide the Company with insight into historic collectability and improve the collections process. Revenue Concentration Risk The concentration of net revenue on a percentage basis for major payors at December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Percentage of Net Revenue: Payor A 17 % 15 % Payor B 14 % 15 % The concentration of gross receivables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Percentage of Gross Receivables: Payor B 19 % 11 % Payor C 14 % 21 % All of the Company’s revenue is generated from Customers located in the United States. Vendor Concentration Risk The concentration of cost of sales on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Percentage of Cost of Sales: Vendor A 50 % 55 % Vendor B 48 % 45 % The concentration of gross payables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Percentage of Gross Payables: Vendor B 47 % 48 % Vendor A 39 % 42 % All others 14 % 10 % COVID-19 Pandemic In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus (“COVID-19”). In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have affected the Company’s results of operations during 2021. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2021 and 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178,000,000 in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee- for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During the year ended December 31, 2021 and 2020, the Company was a beneficiary of these stimulus measures. The Company’s accounting policies for the recognition of these stimulus monies is as follows. The Company received $4,993 in Paycheck Protection Program (“PPP”) loans under the CARES Act. PPP loans may be eligible for forgiveness if the funds were used for eligible payroll costs, payments on business mortgage interest payments, rent, or utilities during either the 8- or 24-week period after disbursement (see Note 11). The Company has elected to account for the loans as current debt until such loans are forgiven. Forgiveness was received during the year ended December 31, 2021 , and as such, the Company recognized the loan principal balance and accrued interest as a gain on debt extinguishment in the consolidated statement of operations in 2021. The Company received $2,727 from CMS under the Accelerated and Advance Payment Program which is an advance on future Medicare payments and will be recouped from future payments due to the Company by Medicare after 120 days. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped against Medicare payments according to the repayment terms. As of December 31, 2021 and 2020 , the Medicare accelerated payments are reflected within accrued expenses and other current liabilities in the consolidated balance sheets. The Company expects the $2,727 will be fully recouped during 2022. The Company received funding from United States Department of HHS as part of the Provider Relief Funding under the CARES Act. Provider Relief Funding is paid in the form of a grant and does not require repayment if used to cover lost revenue, as defined, attributable to COVID-19 and healthcare-related expenses, as defined, including qualifying direct labor, paid or purchased to prevent, prepare for, and respond to COVID-19. Under International Accounting Standard No. 20, Accounting for Government Grants (“IAS 20”), grants are recognized when an entity has reasonable assurance that 1) it will comply with the relevant conditions and 2) the grant will be received. The Company recognized the 1,023 and $978 in other income related to the HHS funding in the years ended December 31, 2021 and 2020 by applying IAS 20 by analogy. |
Accounts Receivable and Notes R
Accounts Receivable and Notes Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable and Notes Receivable | Accounts Receivable and Notes Receivable The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable. Accounts Receivable as of December 31, 2021 and 2020 consist of the following: (in thousands) December 31, 2021 December 31, 2020 Oral drug accounts receivable $ 2,097 $ 2,308 Capitated accounts receivable 665 353 FFS accounts receivable 12,530 10,962 Clinical trials accounts receivable 1,823 1,719 Other trade receivables 2,892 1,804 Total $ 20,007 $ 17,146 During the year ended December 31, 2021 and 2020 bad debt related to direct write-offs totaled $48 and $4,233, respectively. Bad debt write-offs were a result of accounts receivable on completed contracts that were deemed uncollectible during the period due to delayed collection efforts. In the year ended December 31, 2021 and 2020 , the Company had bad debt recoveries of $465 and $0, respectively On February 26, 2020, the Company entered into a Management Services Agreement with Austin J. Ma, M.D. to provide payor contract servicing. The Company issued a $7,500 note in exchange for Austin J. Ma, M.D. exiting existing payor arrangements, pending certain contingencies. The note would be repaid annually through payor contract servicing as part of the Master Services Agreement, and the terms of the note included annual straight-line forgiveness over five years, with $1,500 forgiven each year. During the year ended December 31, 2020, the Company determined the loan would not be repaid and would be fully forgiven. The loan was impaired in full and is recorded in other non-operating expenses for the period ended December 31, 2020. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Management recognizes revenue in accordance with ASC 606 on the basis of its satisfaction of outstanding performance obligations. Management typically fulfills its performance obligations over time, either over the course of a single treatment (FFS), a month (capitation), or a number of months (clinical research). Management also has revenue that is satisfied at a point in time (dispensary). See Note 2 for summary of the Company’s policies and significant assumptions related to revenue recognition. Disaggregation of Revenue The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows: (in thousands) Year Ended December 31, 2021 2020 Patient services Capitated revenue $ 54,285 $ 37,381 FFS revenue 69,789 79,436 Subtotal $ 124,074 $ 116,817 Dispensary revenue 72,550 63,890 Clinical research trials and other revenue 6,379 6,808 Total $ 203,003 $ 187,515 Refer to Note 20 for Segment Reporting for disaggregation of revenue by reporting segment. Contract Asset and Liabilities Under ASC 606, contract assets represent rights to payment for performance contingent on something other than the passage of time and accounts receivable are rights to payment for performance without contingencies. The Company does not have any contract assets as of December 31, 2021 and 2020. Refer to Note 4 for accounts receivable as of December 31, 2021 and 2020. Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. As of December 31, 2021 and 2020, contract liabilities amounted to $220 and $370, respectively. Contract liabilities are presented as “deferred revenue and refund liabilities” under accrued expenses and other current liabilities, refer to Note 9. Remaining Unsatisfied Performance Obligations The accounting terms for the Company’s patient services and dispensary contracts do not extend past a year in duration. Additionally, the Company applies the ‘as invoiced’ practical expedient to its clinical research contracts. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The Company purchases intravenous chemotherapy drugs and oral prescription drugs from various suppliers. See Note 2 for a summary of the Company’s policies relating to intravenous chemotherapy and oral prescription drugs inventory. The Company’s inventories as of December 31, 2021 and 2020 were as follows: (in thousands) December 31, 2021 December 31, 2020 Oral drug inventory $ 1,484 $ 1,414 IV drug inventory 4,954 2,940 Total $ 6,438 $ 4,354 |
Fair Value Measurements and Hie
Fair Value Measurements and Hierarchy | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Hierarchy | Fair Value Measurements and Hierarchy See Note 2 for a summary of the Company’s policies relating to fair value measurements. The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Financial assets: Cash and restricted cash $ 115,174 $ 5,998 Accounts receivable 20,007 17,146 Other receivables 1,237 113 Financial liabilities: Accounts payable $ 15,559 $ 12,643 Derivative warrant liabilities 2,193 — Earnout liabilities 60,018 — The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments. The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at December 31, 2021: (in thousands) Derivative Warrant Liability Earnout Liability Balance at December 31, 2020 $ — $ — Private placement warrant liability acquired as part of the Business Combination 5,879 — Earnout liability acquired as part of the Business Combination — 84,909 Decrease in fair value included in other expense (3,686) (24,891) Balance at December 31, 2021 $ 2,193 $ 60,018 The derivative warrant and earnout liabilities were valued using a Binomal Lattice and Monte-Carlo Simulation Model, respectively, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the warrant and earnouts is the expected volatility of the common stock. A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows: December 31, 2021 November 12, 2021 (Initial Measurement) Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Unit price $ 9.75 $ 9.75 $ 9.75 $ 10.98 $ 10.98 $ 10.98 Term (in years) 4.87 1.87 2.87 5.00 2.00 3.00 Volatility 12.80 % 35.00 % 35.00 % 19.00 % 35.00 % 35.00 % Risk-free rate 1.24 % 0.94 % 0.94 % 1.24 % 0.85 % 0.85 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Cost of equity — 11.14 % 11.14 % — 10.80 % 10.80 % There were no transfers between fair value measurement levels during the years ended December 31, 2021 and 2020. During the year ended December 31, 2020, the Company did not have any Level 3 fair value instruments. Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs The inputs to estimate the fair value of the Company’s derivative warrant and earnout liabilities were the market price of the Company’s common stock, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the derivative liabilities would each result in a directionally similar change in the estimated fair value of the Company’s derivative liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the derivative warrant liabilities due to the dividend assumption. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net The Company accounts for property and equipment at historical cost less accumulated depreciation. See Note 2 for a summary of the Company’s policies relating to property and equipment. Property and equipment , net, consist of the following: (in thousands) Useful lives December 31, 2021 December 31, 2020 Computers and software 60 months $ 961 $ 423 Office furniture 80 months 343 271 Leasehold improvements Shorter of lease term or estimated useful life 3,387 1,685 Medical equipment 60 months 805 515 Construction in progress 518 205 Equipment capital lease assets Shorter of lease term or estimated useful life 162 163 Less: accumulated depreciation (1,984) (1,158) Total property and equipment, net $ 4,192 $ 2,104 Depreciation expense for the years ended December 31, 2021 and 2020 was $826 and $691, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current and Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current and Non-Current Liabilities | Accrued Expenses and Other Current and Non-Current Liabilities Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consist of the following: (in thousands) December 31, 2021 December 31, 2020 Compensation, including bonuses, fringe benefits, and payroll taxes $ 3,325 $ 4,210 Deferred revenue and refund liabilities 592 3,379 Directors and officers insurance premiums 5,009 — Deferred acquisition consideration (see Note 16) 2,359 50 Other liabilities 2,639 1,813 Total accrued expenses and other current liabilities $ 13,924 $ 9,452 Refund liabilities as of December 31, 2021 and 2020 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years. Pursuant to the Business Combination, the Company has agreed to indemnify members of the Board and certain officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. The Company entered into a financing arrangement to pay premiums for directors’ and officers’ (“D&O”) insurance coverage to protect against such losses on November 12, 2021 . As of December 31, 2021, the remaining D&O principal balance was $8,020, of which $3,011 is due to be paid in 2023 and classified as an other non-current liability. Additionally, the |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases clinics, office buildings, and certain equipment under noncancellable capital and operating lease agreements that expire at various dates through November 2031 . See Note 2 for a summary of the Company’s policies relating to leases and Note 15 for the lease commitment disclosure. Monthly payments for these leases range from $1 to $36. All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. The Company had total lease expense of $4,281 and $3,680 at December 31, 2021 and 2020. The following summarizes the Company’s capital leases: (in thousands) December 31, 2021 December 31, 2020 Capital leases: Machinery and equipment $ 162 $ 163 Accumulated amortization (69) (38) Property, plant, and equipment, net $ 93 $ 125 Current installments of obligations under capital leases 33 31 Long-term portion of obligations under capital leases 63 97 Total capital lease obligations $ 96 $ 128 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Short-term debt and current portion of long-term debt at December 31, 2021 and 2020 consists of the following: (in thousands) December 31, 2021 December 31, 2020 1% Paycheck Protection Program Loan, due May 13, 2022 $ — $ 2,000 1% Small Business Administration Loan, due May 2, 2022 — 2,993 1% Paycheck Protection Program Loan, due October 24, 2026 183 — Current portion of term loan payable — 375 Short-term debt and current portion of long-term debt $ 183 $ 5,368 The Company accounts for long-term debt net of debt issuance costs. See Note 2 for a summary of the Company’s policies relating to long-term debt. Long-term debt, net of unamortized debt issuance costs and current portion at December 31, 2021 and 2020, consists of the following: (in thousands) December 31, 2021 December 31, 2020 Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025 $ — $ 7,219 Less: Unamortized debt issuance costs — 283 Current portion of term loan payable, net of debt issuance costs — 375 Long-term debt, net of unamortized debt issuance costs and current portion $ — $ 6,561 On May 2, 2020, the Company entered into a SBA loan with MUFG Union Bank, N.A. in the amount of $2,993, with interest bearing at 1%. The maturity date of the loan is May 2, 2022. On May 13, 2020, the Company entered into a Paycheck Protection Program (“PPP”) loan with Celtic Bank Corporation in the amount of $2,000, with interest bearing at 1%. The maturity date of the loan is May 13, 2022. The Company recorded a PPP loan as a result of the acquisition of TOI FL on February 12, 2021 with Valley National Bank in the amount of $149 , with interest bearing at 1%. The maturity date of the loan is May 4, 2022. The application for the PPP and SBA funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. The loan proceeds were used to pay for qualifying salaries in 2020 as qualified expenses were paid. The Company applied for forgiveness in December 2020 for the PPP loan and in March 2021 for the SBA loan . Through the TOI FL acquisition, the Company recorded a PPP loan (and corresponding escrow receivable) for which the application for forgiveness was being processed. During the year ended December 31, 2021 , the Company received notice of forgiveness for the two PPP and SBA loans. Upon receiving forgiveness, the Company recognized the loan principal balance and accrued interest as a gain on debt extinguishment, with a corresponding write off of the escrow receivable, in the consolidated statements of operations during the year ended December 31, 2021 . In addition to the two PPP loans above, the Company recorded a PPP loan as a result of the acquisition of the practice of Leo E. Orr, MD on November 12, 2021 with Pacific Western Bank in the amount of $183, with interest bearing at 1%. The maturity date of the loan is October 24, 2026. Subsequent to the year ended December 31, 2021 , the Company received notice of forgiveness of the loan. On February 26, 2020 the Company entered into a credit agreement with MUFG Union Bank (“Credit Agreement”), which allows the Company to borrow up to an aggregate principal amount of $10,000 in the form of term loans, revolving credit commitments (“Revolver”), and a letter of credit (“LOC”) facility. The term loans and the Revolver shall bear interest at base rate plus the applicable margin or LIBOR rate plus the applicable margin. The Company can prepay the obligations at their option or upon the occurrence of certain events. The outstanding principal on the term loans will be repaid in quarterly installments equal to (i) $94 on the last business day of each quarter ending December 31, 2023 , commencing on June 30, 2020 and (ii) $188 on the last business day of each quarter thereafter. The maturity date of the Credit Agreement is February 26, 2025. During the period ended December 31, 2021 , the Company paid down the outstanding balance on the Revolver and LOC and terminated the Credit Agreement. As of December 31, 2020, the Company has borrowed $7,500 in the form of a term loan from the $10,000 availability of the Credit Agreement, leaving $2,500 available borrowings under the Credit Agreement. As of December 31, 2020, the Company violated certain covenants in the Credit Agreement. On June 18, 2021, the Company entered into an amendment to the Credit Agreement, which reduced the aggregate principal amount from which the Company can borrow to $9,000 and concurrently provided a waiver for the covenant violations. As part of the amendment, the Company paid $2,000 of the outstanding principal balance on the term loan and no additional principal payments are required until the quarter ending March 31, 2022. The Company determined that the amendment to the Credit Agreement meet the definition of a debt modification under ASC 470-50, Modifications and Extinguishments . Net debt issuance costs are presented as a direct reduction of the Company’s long-term debt in the consolidated balance sheets and amount to $0 and $283 as of December 31, 2021 and 2020, respectively. The amortization of the debt issuance costs was charged to interest expense for all periods presented. The amount of debt issuance costs included in interest expense for the years ended December 31, 2021 and 2020 was approximately $53 and $60, respectively. The Company paid interest of $224 and $227 on the Credit Agreement term loan for the year ended December 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the provision ( benefit ) for income taxes consists of: (in thousands) Current Deferred Total Year ended December 31, 2021: U.S. federal $ (180) $ (904) $ (1,084) State and local 750 (338) 413 $ 570 $ (1,242) $ (671) (in thousands) Current Deferred Total Year ended December 31, 2020: U.S. federal $ 822 $ (919) $ (97) State and local 29 (425) (396) $ 851 $ (1,344) $ (493) The Company’s income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations because of the effect of the following items: (in thousands) Year Ended December 31, 2021 2020 Income tax at federal statutory rate $ (2,436) $ (3,111) State tax, net federal benefit (241) (982) Meals and entertainment 11 — Transaction costs 349 — Fines and penalties 28 — Stock based compensation (122) — Warrant expense (774) — Earnout expense (5,227) — PPP loan forgiveness (1,058) — 162(m) Analysis 1,717 — Change in valuation allowance 6,941 3,597 Other 141 3 Income tax (benefit) expense $ (671) $ (493) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below. (in thousands) December 31, 2021 December 31, 2020 Deferred tax assets: Deferred rent $ 173 $ 108 Accrued Expenses 606 770 Net operating loss carryforwards 12,686 2,529 Management fees (the Practice) — 1,828 Impaired assets 1,751 2,086 Deferred revenue 77 182 Stock based compensation 1,088 69 Total gross deferred tax assets 16,381 7,572 Valuation allowance (14,719) (5,451) Net deferred tax assets 1,662 2,121 Deferred tax liabilities: Property, plant, and equipment (706) (331) Intangibles (1,327) (1,575) Management Fees (TOI) — (1,828) Total gross deferred liabilities (2,033) (3,734) Net deferred tax liabilities $ (371) $ (1,613) The valuation allowance for deferred tax assets as of December 31, 2021 and 2020, was $(14,719) and $(5,451), respectively. The net change in the total valuation allowance was an increase of $9,268 in 2021 and an increase of $3,597 in 2020. The valuation allowance at December 31, 2021, was primarily related to net operating loss carryforwards of TOI Parent, TOI CA, and TOI FL that, in the judgment of management, are not more likely than not to be realized. TOI Parent, TOI CA, and TOI FL will elect to file a consolidated 2021 federal return and will continue to file separate state income tax returns. Accordingly, net operating losses of TOI CA and TOI FL can offset taxable income of TOI Parent for federal tax purposes; however they are unable to offset taxable income for state tax purposes. Deferred tax assets and deferred tax liabilities have been separately determined for all groups, as has the valuation allowance assessment for each. The table above reflects the combined deferred tax assets, deferred tax liabilities, and valuation allowance for TOI Parent, TOI CA and TOI FL. Of the $(14,719) total valuation allowance, $(10,457) is attributable to the Federal Group, $(4,128) is attributable to TOI CA, and $(134) is attributable to TOI FL. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the effect of available carry back and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2021. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. At December 31, 2021, the Company has net operating loss carryforwards for Federal income tax purposes of $44,077, with $35,839 attributable to the Practice and $8,238 attributable to TOI Parent, which are available to offset future Federal taxable income of the Practice and Parent indefinitely. The Company has net operating loss carryforwards for state income tax purposes of $42,281, of which $35,657 is attributable to the Practice and will begin to expire after 2040, and $6,624 is attributable to Parent and will begin to expire after 2041. Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change” (very generally defined as a greater than 50% change, by value, in the corporation’s equity ownership by certain shareholders or groups of shareholders over a rolling three-year period), the corporation’s ability to use is pre-ownership change NOLs to offset its post-ownership change income may be limited. We are in the process of completing an analysis to determine whether the Business Combination resulted in an ownership change to determine if there is a limitation on pre-ownership NOLs. Additionally, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If it is determined that an ownership change has occurred as a result of the Business Combination or we undergo an ownership change in the future, we may be prevented from fully utilizing our NOLs existing at the time of the ownership change prior to their expiration. The deferred tax asset associated with the Company’s federal and state net operating losses are fully offset by a valuation allowance. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact its effective tax rate. A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2021 and 2020 is as follows: (in thousands) December 31, 2021 December 31, 2020 Beginning balance of unrecognized tax benefits $ 1,903 $ 1,903 Additions based on tax positions related to the current year — — Reductions based on tax positions of prior years (1,804) — Reductions due to lapse of applicable statute of limitation — — Settlements — — Ending balance of unrecognized tax benefits $ 99 $ 1,903 The Company does not anticipate a significant change in the amount of its unrecognized tax within the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Due to the Company’s NOL position, no interest or penalties have been recognized with respect to unrecognized tax benefits, as such amounts are considered immaterial. The Company includes unrecognized tax benefits within other non-current liabilities on its consolidated balance sheet. The Company is subject to taxation in the U.S., California, and Arizona. As of December 31, 2021, the statute of limitations remains open for tax year 2018-current. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity The consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization described in Note 1. The balances as of December 31, 2020 and 2019 from the consolidated financial statements of Legacy TOI as of that date, share activity (Legacy TOI preferred stock, Legacy TOI common stock, and additional paid-in capital) and per share amounts were retroactively adjusted, where applicable, using the Common Stock Exchange Ratio. Common Stock Upon the Closing Date of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 500,000,000 shares of common stock with a par value of $0.0001. Immediately following the Closing Date and as of December 31, 2021, there were 73,249,042 shares of common stock outstanding. In connection with the Closing Date, all previously issued and outstanding shares of Legacy TOI preferred stock were converted into Legacy TOI common stock and received i) shares of Company common stock pursuant to a 591:1 ratio of Company common shares to Legacy TOI common shares (the "Common Stock Exchange Ratio") and ii) cash. The Company has retroactively adjusted shares issued and outstanding prior to November 11, 2021 to give effect to the Common Stock Exchange Ratio to determine the number of shares of common stock into which they were converted. Voting The holders of the Company’s common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings), and there is no cumulative voting. Dividends Common stockholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared as of December 31, 2021. Preferred Stock Upon the Closing Date of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 10,000,000 shares of Series A Common Equivalent Preferred Stock (“preferred stock”) with a par value and liquidation preference of $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish, from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences, and privileges of the shares. Immediately following the Closing Date, there were 163,510 shares of preferred stock outstanding. Conversion Each share of preferred stock is convertible, at any time on the part of the holder except with respect to the Beneficial Ownership Limitation (defined below), into 100 shares of common stock. Blocker/Beneficial Ownership Limitation The preferred stock is subject to a beneficial ownership limitation such that the preferred stock may not, at any time, be convertible into more than 4.9% of the total number of shares of common stock outstanding (“Beneficial Ownership Limitation”). Voting The holders of preferred stock do not have voting rights in the Company. Dividends The holders of preferred stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors on an as-converted basis. No dividends have been declared as of December 31, 2021 . Assumed Public Warrants and Private Placement Warrants Following the consummation of the Business Combination, holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. The warrants became exercisable 30 days from the completion of the Business Combination, on December 12, 2021, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Each warrant entitles the holder to purchase one share of common stock for $11.50 per share. Private warrants held by the initial purchaser or certain permitted transferees may be exercised on a cashless basis. If the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the public warrants at a price of $0.01 per warrant upon not less than 30 days’ prior written notice. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a cashless basis. The Company will not be required to net cash settle the warrants. The private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers of their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. Legacy TOI Common Shares and Series A Preferred Shares Prior to the Business Combination during 2021, Legacy TOI issued 1,451 shares of Series A Preferred Shares under the Legacy TOI’s original Certificate of Incorporation dated September 10, 2018 and the Legacy TOI’s Shareholders’ Agreement dated September 19, 2018. The Certificate of Incorporation was amended and restated on September 14, 2018 (“Amendment I”) and again on November 6, 2020 (“Amendment II”). Per the original Certificate of Incorporation, Legacy TOI had authority to issue 30,000 shares, consisting of 20,000 common shares and 10,000 Series A Preferred Shares. The Legacy TOI issued 10,000 shares of Series A Preferred Shares on September 10, 2018 at $0.001 par value per share. As a result of Amendment I to the Certificate of Incorporation, Series A Preferred shareholders were entitled to a return of capital on their shares prior to any declaration or payment of dividends to common shareholders. The original preferred return was equal to the number of shares held by the preferred shareholder multiplied by the price paid for such shares. In the event of liquidation, dissolution, or winding up of the operations of the Legacy TOI, Series A Preferred shareholders had preferential liquidation rights compared to the common shareholders. As such, the preferred shareholders were entitled to full payment of the original preferred return before the remaining assets of the Legacy TOI were to be distributed to common and preferred shareholders based on their pro-rata share of total outstanding securities. Holders of Series A Preferred Shares were granted one vote, per share, for all matters voted on by the common shareholders of the Legacy TOI. As a result of Amendment II, the Legacy TOI had the authority to issue 420,000 shares consisting of 400,000 common shares and 20,000 Series A Preferred Shares. Additionally, each outstanding common share was split into 10 common shares. Amendment II resulted in the addition of a conversion option which allows the preferred shareholders to convert the Series A Preferred Shares into common shares. In addition, under Amendment II, the preferred shareholders are entitled to 6% cumulative dividends. Therefore, Amendment II resulted in an extinguishment of old Series A Preferred Shares under the original Certificate of Incorporation and a deemed authorization and issuance of new Series A Preferred Shares. As such, the Legacy TOI recognized Series A Preferred Shares at fair value at the amendment date, with the difference between the fair value and carrying value being recognized in retained earnings. The fair value of the Series A Preferred Shares was derived using a combination of an option pricing method (“OPM”) and common stock equivalent method (“CSE”) which are considered Level 2 and Level 3 inputs, respectively, in the fair value hierarchy. The assumptions used in the OPM and CSE models are provided in the following tables: Option-pricing method Valuation date 11/6/2020 Liquidity event date 12/31/2024 Time to liquidity 4.15 years Total equity value (in thousands) $82,000 Annual dividend rate for common stock 0.0% Annualized volatility 40.0 % Risk-free rate (continuously compounding) 0.3% Common-stock equivalent method Valuation date 11/6/2020 Liquidity event date 12/31/2024 Time to liquidity 4.15 years Total equity value (in thousands) $82,000 Value per common stock equivalent $562.06 As of December 31, 2020, dividends had not been declared, no liability associated with the accrued dividends has been recognized, and dividends in arrears were $6,884. In the event of liquidation, Series A Preferred shareholders were entitled to receive payment of assets before distribution to common shareholders. If the full preferential amount is unavailable, the Series A Preferred shareholders would share ratably in the distribution. Holders of Series A Preferred Shares had 10 votes, per share, for all matters voted upon by the common shareholders of the Company and had the option to convert outstanding Series A Preferred Shares into common shares, at any point in time, by a factor of 1-to-10. The Series A Preferred Shares were historically presented as part of mezzanine equity prior to the Business Combination. As part of the Business Combination, the Series A preferred shares were converted and replaced with New TOI common shares (see Note 16). As of December 31, 2020 , there were 100 common shares outstanding as one option holder of the Legacy TOI’s 2019 Non-Qualified Stock Option Plan exercised their option to purchase the Company’s common shares on September 12, 2020. In the first quarter of 2021, TOI executed an equity capital raise in separate transactions with 3 accredited investors. A total of 1,451 of the Legacy TOI's Series A Preferred Shares were purchased in exchange for $20,000 and are subject to the terms of Amendment II of the Certificate of Incorporation. As of November 11, 2021 (directly before the Business Combination), there were 11,451 Series A Preferred Shares issued and outstanding and as of December 31, 2020 there were 10,000 Series A Preferred Shares issued and outstanding. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Non-Qualified Stock Option Plan On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The 2019 Plan provides for the grant of options (the “Stock Options”) to acquire common shares of the Company. Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common shares on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable. The total number of common shares for which Stock Options may be granted under the 2019 Plan shall not exceed 13,640. The 2019 Plan was amended on November 6, 2020, pursuant to which the total number of common shares for which Stock Options may be granted under the 2019 Plan shall not exceed 15,640. Stock Options become vested upon fulfillment of either service vesting conditions, performance vesting conditions, or both, as determined by the award agreement entered into by the Company and optionee. The service vesting requirement states that: (i) 25% of the service vesting options shall vest on the first anniversary of the grant date and (ii) the remaining 75% shall vest on an equal monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the fourth anniversary of the grant date. The performance vesting requirement states that Stock Options shall vest upon sale of the Company only if the optionee has been continuously employed by the Company or its subsidiaries from the grant date through the date of such sale of the Company. For the awards vesting based on service conditions only and that have a graded vesting schedule, the Company recognizes compensation expense for vested awards in earnings, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period. Conversion of the Stock Options In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”). Pursuant to the 2021 Plan, each remaining legacy Stock Option from the 2019 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy TOI stockholders subject to such Stock Option immediately prior to the Business Combination, and (ii) the at an exercise price per share equal to (A) the exercise price per share of such Stock Option immediately prior to the consummation of the Business Combination, divided by (B) the Common Stock Exchange Ratio ("Stock Option Exchange Ratio"). Following the Business Combination, each Exchanged Option that was previously subject to time vesting only, will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former old Stock Option immediately prior to the consummation of the Business Combination. Each Exchanged Option that was previously subject to performance vesting, will no longer be subject to the sale of the Company, and was modified to include service requirements only, under which, the Exchange Options will vest on a monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the Business Combination through the third anniversary of the Closing Date. The Company treated the Exchanged Options that were previously subject to performance conditions as a new award granted at the Closing Date. The Exchanged Options that were previously subject to service vesting only were not modified as a result of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options . As of the Closing Date, the 11,850 Stock Options outstanding under the 2019 Plan were converted into 6,925,219 Exchanged Options after effect of the Common Stock Exchange Ratio. This effect of the Common Stock Exchange Ratio has been retroactively adjusted throughout the Company's consolidated financial statements. In addition, the shares of the Company common stock reserved for future issuance under the 2021 Plan is equal to the sum of (i) 7% of the aggregate number of shares of DFPH common stock outstanding on a fully diluted basis as Closing Date; (ii) up to 634,067 shares of Company common stock which are subject to options outstanding under the 2019 Plan; (iii) an annual increase on January 1 of each calendar year (commencing January 1, 2022 and ending on and including January 1, 2031) equal to a number of shares of common stock equal to 4% of the aggregate shares of Common Stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year (or such lesser number of shares as is determined by the Board), subject to adjustment by the plan administrator in the event of certain changes in our corporate structure, as described below, and (iv) up to 1,178,065 option holder earnout shares or stockholder earnout shares which may become available for issuance under the 2021 Plan. At December 31, 2021 and 2020, there were 7,722,417 and 399,900, respectively, common shares of the Company authorized and unissued. The Company issued immaterial amounts of stock options to non-employees for the years ended December 31, 2021 and 2020. The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 and 2020 Stock Options are provided in the following table: 2021 2020 Valuation assumptions: Expected dividend yield — % — % Expected volatility 35.00% to 40.20% 35.00% to 40.20% Risk-free interest rate 0.76% to 1.30% 0.51% to 2.62% Expected term (years) 7 7 The Company used the simplified method to calculate the expected term of stock option grants because sufficient historical exercise data was not available to provide a reasonable basis for the expected term. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option. Stock option activity during the periods indicated is as follows: Stock options Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value (in thousands) Balance at January 1, 2021 8,683,952 $ 0.85 Granted 1,182,218 1.08 Exercised/Cashed-Out (2,175,986) 0.87 Forfeited (769,004) 0.87 Expired — — Balance at December 31, 2021 6,921,180 $ 0.88 8.92 $ 61,379 Vested Options Exercisable at December 31, 2021 1,821,909 $ 0.87 7.78 $ 16,185 Stock options Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value (in thousands) Balance at January 1, 2020 5,823,369 $ 0.85 Granted 4,190,067 0.86 Exercised (58,439) 0.85 Forfeited (1,271,045) 0.85 Expired — — Balance at December 31, 2020 8,683,952 $ 0.85 8.94 $ — Vested Options Exercisable at December 31, 2020 742,174 $ 0.85 8.25 $ — Total share-based compensation expense during the years ended December 31, 2021 and 2020 was $1,775, excluding costs associated with rolled over units and new units issued or replaced in connection with the Business Combination, and $151, respectively. In addition, pursuant to the Business Combination , the Company accelerated and settled in cash 3,724 Legacy TOI Stock Options in a total cash amount of $20,597. The Company recognized compensation expense in the amount of $19,953 related to the share-based compensation units that are subject to performance vesting conditions immediately prior to the Business Combination. In June 2021, the Company and certain participants in the Plan entered into agreements to amend the terms of the Stock Options previously issued to the participants during the first two quarters of 2021. The amendment primarily related to updating the exercise price, vesting conditions, and the number of Stock Options. The modification to the Stock Options resulted in immaterial incremental share-based compensation expense recorded in the Company's statement of operations. At December 31, 2021 and 2020, there was $33,153 and $492, respectively, of total unrecognized compensation cost related to unvested service Stock Options granted under the 2021 Plan and 2019 Plan, respectively, that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.98 and 3.05 years for the 2021 and 2020, respectively. The total fair value of common shares vested during the years ended December 31, 2021 and 2020 was $1,349 and $98 respectively. Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”) Agajanian Holdings (“Holdings”), a holder of Series A Preferred Shares of Legacy TOI, entered into arrangements with physicians employed by the TOI PCs to issue RSAs which represent Series A Preferred Shares of Legacy TOI. The Legacy TOI RSAs only have performance vesting requirements linked to the sale of the Company so long as the optionee remains continuously and actively employed by the Company’s subsidiaries through the vesting date. Conversion of the RSAs Each of the Legacy TOI RSAs, from the Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an RSU equal to the product (rounded down to the nearest whole number) of (i) the number of shares of RSAs immediately prior to the Business Combination, (ii) conversion rate of 1:10 of the Series A Preferred Shares of Legacy TOI, and (iii) the Common Stock Exchange Ratio. Following the Business Combination, each RSU will no longer be subject to the sale of the Company event in order to vest, but was modified to include service requirements only. The service vesting requirement states that: (i) 16.67% of the RSUs shall vest on the sixth month anniversary of the Closing Date, and (ii) the remaining 83.33% shall vest on an equal quarterly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the third anniversary of the grant date. The Company treated the RSUs that were previously subject to performance conditions as a new award granted at the Closing Date. All RSAs activity was retroactively restated to reflect the RSUs. As of the Closing Date, the 2,210 RSAs outstanding under the Plan were converted into 1,291,492 RSUs upon the completion of the Business Combination after effect of the Common Stock Exchange Ratio. This effect of the Common Stock Exchange Ratio has been retroactively adjusted throughout our consolidated financial statements. The grant date fair value of the RSUs as of Closing Date was determined to be $10.98 based on the fair value of the Company’s common share at that date. A summary of the activity for the RSUs and RSAs for the years ended December 31, 2021 and 2020, respectively, are shown in the following table: Number of shares Balance at January 1, 2021 1,390,839 Granted — Forfeited (99,347) Balance at December 31, 2021 1,291,492 Number of shares Balance at January 1, 2020 543,475 Granted 1,098,651 Forfeited (251,287) Balance at December 31, 2020 1,390,839 The sale of the Company is not considered probable until consummation of the transaction, and therefore, for the year ending December 31, 2020 and prior to the Business Combination, no compensation costs were recognized related to the RSAs. The total share-based compensation expense during the period between the Closing Date and December 31, 2021 was $640 related to the RSUs. As of December 31, 2021 and 2020 , there was $13,541 and $1,160 of unrecognized compensation expense related to the RSUs and RSAs, respectively, that are expected to vest. That cost is expected to be recognized over a weighted average period of 3 years as of December 31, 2021 . As of December 31, 2021 , none of the RSUs have been vested . 2020 Sale Bonus Plan Starting December 2020, the Company issued bonus awards under the 2020 Sale Bonus Plan (the “Bonus Plan”) along with the Stock Options with performance vesting conditions to certain physicians of the Practice. The Stock Options and the bonus awards under the Bonus Plan vest upon the sale of the Company. The bonus award the optionee is eligible for is equal to the exercise price of the Stock Option, and is intended to incentivize the physicians to remain employed with the Practice. The Company accounts for the bonus awards in accordance with ASC Topic No. 710, Compensation — General (“ASC 710”). The sale of the Company is not considered probable until consummation of the transaction, and therefore, for the year ended December 31, 2020 , no liability associated with the bonus awards have been recognized by the Company. In conjunction with the Business Combination, the Company settled the 2020 Sale Bonus Plan obligation in cash at the Closing Date, in the amount of $635. Earnout Shares granted to Employees As described in Note 2, the Company issued Earnout Shares to Legacy TOI option holders and Legacy RSU holders (“Option-holders Earnout” and “RSU-holders Earnout”, respectively, together “Employees Earnout Shares”). The Option-holders Earnout vests upon the Company common stock achieving the price per share as provided in Note 2, so long as the optionee has remained continuously employed by the Company at that date. The RSU-holders Earnout vests upon (a) the Company common stock achieving the price per share as provided in Note 2, and (b) the underlying RSU vested, so long as the optionee has remained continuously employed by the Company at that date. The grant date fair value of the First Earnout Shares and Second Earnout Shares as of Closing Date was determined to be $8.35 and $7.67, respectively. The assumptions used in the Monte-Carlo Simulation model for the Earnout Shares granted on the Closing Date are provided in the following table: November 12, 2021 Valuation assumptions Expected dividend yield — % Expected volatility 35.00 % Risk-free interest rate 0.85 % A summary of the activity for the Employees Earnout Shares for the years ended December 31, 2021 is shown in the following table: Number of shares Balance at January 1, 2021 $ — Granted 1,603,322 Forfeited (887) Balance at December 31, 2021 $ 1,602,435 The total share-based compensation expense during the period between the Closing Date and December 31, 2021 was $2,166. As of December 31, 2021, there was $9,685 of unrecognized compensation expense related to the Employees Earnout Shares, that are expected to vest. That cost is expected to be recognized over a weighted average period of 0.84 years as of December 31, 2021. As of December 31, 2021, none of the Employee Earnout Shares have vested. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company evaluates contingencies based upon available evidence. In addition, allowances for losses are provided each year for disputed items which have continuing significance. The Company believes that allowances for losses have been provided to the extent necessary, and that its assessment of contingencies is reasonable. Due to the inherent uncertainties and subjectivity involved in accounting for contingencies, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. To the extent that the resolution of contingencies results in amounts which vary from management’s estimates, future operating results will be charged or credited. The principal commitments and contingencies are described below. Leases The Company leases its offices, clinics and certain equipment under non-cancellable operating leases, and certain equipment under capital lease agreements, that expire at various dates through 2031. The Company has 56 rental agreements for property. Additionally, the Company has 4 rental agreements for medical equipment classified as capital leases. Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2021 were: (in thousands) Capital leases Operating leases Year ending December 31: 2022 $ 37 $ 4,263 2023 37 3,946 2024 29 3,291 2025 — 2,718 2026 — 1,954 Thereafter — 1,044 Total minimum lease payments $ 103 $ 17,216 Less: amount representing interest (6% interest rate) (7) Present value of net minimum capital lease payments $ 96 Less current installments of obligations under capital leases (33) Obligations under capital leases, excluding current installments $ 63 Legal Matters The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of Management, the outcome of such matters will not have a material effect on the Company’s consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to Accounting Standards Codification No. 450-20, Disclosure of Certain Loss Contingencies . As of the end of December 31, 2021, the Company settled a loss contingency for a legal matter related to an employee lawsuit for $350. Indemnities The Company’s Articles of Incorporation and bylaws require it, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines, and settlements, paid by the individual in connection with any action, suit, or proceeding arising out of the individual’s status or service as its director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments it could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets. The Health Insurance Portability and Accountability Act The Health Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information. Organizations are required to be in compliance with HIPAA provisions. The Health Information Technology for Economic and Clinical Health Act (“HITECH”) imposes notification requirements in the event of certain security breaches relating to protected health information. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations. The Company believes it is in compliance with these laws. Regulatory Matters Laws and regulations governing the Medicare program and healthcare generally, are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medi-Cal programs. Many of the Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. The Company does not have any reserves for regulatory matters as of December 31, 2021 and 2020. Liability Insurance The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities, arising out of claims asserted against the Company or the Company’s affiliated professional organizations, in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During the year ended December 31, 2021 , the Company merged with DFPH with the intent to raise capital and gain access to the public markets. Additionally, the Company closed on five business combinations and one asset acquisition, consistent with the intent to strategically grow its existing markets and expand into new markets. During the year ended December 31, 2020, the Company closed on a business combination with the intent to strategically grow its existing markets. DFPH-Legacy TOI Merger On June 28, 2021, DFPH , Orion Merger Sub I, Inc. ("First Merger Sub"), and Orion Merger Sub II, LLC ("Second Merger Sub") entered into an agreement and plan of merger ("Merger Agreement") with Legacy TOI to affect the Business Combination. In connection with the Business Combination, DFPH entered into subscription agreements with certain investors (the “PIPE Investors”), whereby it issued 17.5 million shares of common stock at $10.00 per share and 100,000 shares of preferred share (collectively, the “PIPE Shares”) for an aggregate investment of $275,000 (“PIPE Investment”), which closed simultaneously with the consummation of the Business Combination. On the Closing Date, (i) First Merger Sub merged with and into Legacy TOI, with Legacy TOI being the surviving corporation and (ii) immediately following, Legacy TOI merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity and a wholly owned subsidiary of DFPH. The total merger consideration on the Closing Date was $762,052, consisting of $595,468 in share consideration (consisting of 51.3 million shares of DFPH common stock issued to Legacy TOI at $10.00 per share as well as shares of DFPH common stock issuable per restricted stock units and the exercise of Legacy TOI stock options), and $166,584 in cash. Gross proceeds from the transaction were $333,946. Of that, $167,510 was cash consideration to Legacy TOI equity holders. Legacy TOI also issued 12.5 million shares of common stock pursuant to the terms of an earnout (“Earnout Shares”). The earnout shares are allocable to both Legacy TOI stockholders and Legacy TOI option holders. In connection with the Business Combination, the Company incurred $39,914 of equity issuance costs, consisting of advisory, legal, deferred underwriting, share registration, and other professional fees, of which $6,769 was ascribed to the earnout liability and expensed with the remainder being netted against additional paid-in capital. On the Closing Date, shares of DFPH common stock that were not otherwise redeemed as part of the DFPH public stockholder vote were automatically converted into shares of TOI common stock on a one-for-one basis. Further, PIPE Shares as well as DFPH common stock that was not otherwise forfeited or subject to earnout automatically converted into TOI common stock on a one-for-one basis. Additionally, holders of DFPH forfeited 555,791 Private Placement Warrants. All periods prior to the Closing Date reflect the balances and activity of Legacy TOI. The consolidated balances as of December 31, 2020 from the audited consolidated financial statements of Legacy TOI as of that date, share activity (convertible redeemable preferred stock and common stock) and per share amounts in these consolidated statements of equity were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 591:1 . All previously issued and outstanding shares of Legacy TOI preferred stoc k classified as mezzanine equity were converted into Legacy TOI common stock and was retroactively adjusted and reclassified to permanent equity as a result of the reverse recapitalization. As a result of the Business Combination, $142,557 of additional paid-in capital was recognized. As of December 31, 2021 , the Company had 10,000,000 shares authorized of Series A Common Equivalent Preferred Stock , $0.0001 par value, of which none were issued and outstanding as of December 31, 2020. Practice Acquisitions For the acquisition of various clinical practices, the Company applied the acquisition method of accounting, where the total purchase price was allocated, or preliminarily allocated, to the tangible and intangible assets acquired and liabilities assumed, based on their fair values as of the acquisition dates. The Company realized $3,023 cumulative revenue and $1,454 cumulative net loss from the clinical practices acquired in it its consolidated statement of operations for the year ended December 31, 2021 . Raiker Practice Acquisition On February 12, 2021 ("Raiker Acquisition Date"), the Company entered into an asset purchase agreement and master services agreement ("Raiker MSA") with Anil N Raiker, M.D., P.L.C., d/b/a Pinellas Cancer Center (the "Raiker Practice") and Anil Raiker, M.D., an individual. Pursuant to the asset purchase agreement, the Company purchased from PCC certain non-clinical assets, properties, and rights. Pursuant to the Raiker MSA, TOI Management established an ongoing management services agreement which grants TOI Management the right to control the non-clinical and management operations of the Raiker Practice. Anil Raiker, M.D. continued to own all of the issued and outstanding equity interests of the Raiker Practice. Pursuant to the Raiker MSA, and as further described in Note 17, TOI Management became the Raiker Practice's primary beneficiary and thus consolidated the Raiker Practice and its subsidiaries. The consolidation of the Raiker Practice (the "Raiker Practice Acquisition") at the Raiker Acquisition Date constituted a business combination in accordance with ASC 805. The total consideration for the Acquisition was $1,710, comprised of a cash payment of $892 and deferred consideration of $818. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). Considering the Company's incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value. Subsequent to the Acquisition, the Company filed an amendment to the articles of incorporation of PCC to legally change the name to The Oncology Institute FL, LLC (TOI FL). The change was solely nominal, and the legal form, tax attributes, and books and records of PCC all remained. The revenues, earnings, and pro forma effects of the Acquisition are not, and would not have been, material to the results of operations, individually and in aggregate. Grant Practice Acquisition On November 12, 2021 ("Grant Acquisition Date"), the Company acquired certain non-clinical assets of Ellsworth Grant, M.D., A Medical Corporation (the “Grant Practice”) from Ellsworth Grant, M.D. (“Dr. Grant”). Further TOI CA (the “Clinical Buyer”, and together with TOI Management, “Buyers”) acquired certain clinical assets of the Grant Practice from Dr. Grant. Intangible assets of $450 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years The Buyers transferred cash consideration of $849 and deferred consideration of $200 to Dr. Grant for the purchase. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (November 12, 2022 and 2023, respectively). Considering the Company's incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value. Orr Practice Acquisition On November 12, 2021 ("Orr Acquisition Date"), the Company acquired certain non-clinical assets of Leo E. Orr, M.D., Inc. (the “Orr Practice”) from Leo E. Orr, M.D. (“Dr. Orr”). Further TOI CA (the “Clinical Buyer”, and together with TOI Management, “Buyers”) acquired certain clinical assets of the Orr Practice from Dr. Orr. Intangible assets of $150 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years The Buyers transferred cash consideration of $816 and deferred consideration of $200 to Dr. Orr for the purchase. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (November 12, 2022 and 2023, respectively). Considering the Company's incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value. Dave Practice Acquisition On November 19, 2021 ("Dave Acquisition Date"), the Company acquired certain non-clinical assets of Sulaba Dave M.D., d.b.a. Radiation Oncology Associates (the “Dave Practice”) from Sulaba Dave M.D. (the “Dr. Dave”). Further TOI CA (the “Clinical Buyer”, and together with the TOI Management, “Buyers”) acquired certain clinical assets of the Dave Practice from Dr. Dave. Intangible assets of $77 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $2,000 and deferred consideration of $750 to Dr. Dave for the purchase. The deferred cash consideration is to be paid in three equal installments on the six, twelfth, and eighteen month anniversaries of the transaction closing date (May 19, 2022, November 19, 2022, and May 19, 2023, respectively). Considering the Company's incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value. Yang Practice Acquisition On December 9, 2021 ("Yang Acquisition Date"), the Company, acquired certain non-clinical assets of Global Oncology, Inc. (the “Yang Practice”) from Dr. Honghao Yang M.D. (“Dr. Yang”). Further TOI CA (together with TOI Management, “Buyers”) acquired certain clinical assets of the Practice from Dr. Yang. Intangible assets of $68 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $4,615 and deferred consideration of $2,500 to Dr. Yang for the purchase. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). The Transaction resulted in the sale of nearly all assets of the practice. Additionally, on the Yang Acquisition Date, Dr. Yang entered into an employment agreement with the Clinical Buyer whereupon Dr. Yang will provide professional services to the Clinical Buyer. Zevallos Practice Acquisition During the year ended December 31, 2020, the Company acquired a clinical practice, Manuel Zevallos, MD, a Professional Corporation, for $100 in cash and $50 in deferred cash consideration ("Zevallos Practice Acquisition"), which was paid during the year ended December 31, 2021 . The acquisition was only for goodwill and no assets or liabilities were acquired. Considering the Company's incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value The revenues, earnings, and pro forma effects of the acquisition are not, and would not have been, material to the results of operations, individually and in aggregate. Summary of Consideration Transferred Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies we expect to achieve, such as the use of our existing infrastructure to support the added membership, and future economic benefits arising from the assembled workforce. The purchase consideration for the acquisitions has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired including a residual amount of tax deductible goodwill of approximately $1,453 for the Raiker acquisition, $550 for the Grant acquisition, $837 for the Orr acquisition, $2,645 for the for the Dave acquisition, and $6,913 for the Yang acquisition. Acquisition costs amounted to $476 in the aggregate for the year ended December 31, 2021, and were recorded as “General and administrative expenses” in the accompanying consolidated statements of operations. The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed. (in thousands) Raiker Acquisition Grant Acquisition Orr Acquisition Dave Acquisition Yang Acquisition Total Consideration: Cash $ 892 $ 849 $ 816 $ 2,000 $ 4,615 $ 9,172 Deferred 818 200 200 750 2,500 4,468 Fair value of total consideration transferred $ 1,710 $ 1,049 $ 1,016 $ 2,750 $ 7,115 $ 13,640 Estimated fair value of assets acquired and liabilities assumed: Cash $ 65 $ — $ — $ — $ — $ 65 Accounts receivable 398 — 183 — — 581 Inventory 62 49 16 — 115 242 Property and equipment, net — — 13 35 19 67 Clinical contracts — 450 150 77 68 745 Goodwill 1,454 550 837 2,645 6,913 12,399 Total assets acquired 1,979 1,049 1,199 2,757 7,115 14,099 Accounts payable 120 — — — — 120 Accrued liabilities — — — 7 — 7 Current portion of long term debt 149 — 183 — — 332 Total liabilities assumed 269 — 183 7 — 459 Net assets acquired $ 1,710 $ 1,049 $ 1,016 $ 2,750 $ 7,115 $ 13,640 The establishment of the allocation to goodwill requires the extensive use of accounting estimates and management judgement. The fair values assigned to the assets acquired are based on estimates and assumptions from data that is readily available. Summary of Unaudited Supplemental Pro Forma Information The pro forma results presented below include the effects of the Grant Acquisition, Orr Acquisition, Dave Acquisition, and Yang Acquisition, as if they had occurred on January 1, 2020. The pro forma results for the year ended December 31, 2020 include the additional amortization resulting from the adjustments to the value of intangible assets resulting from purchase accounting. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The pro forma information does not purport to be indicative of what the Company's results of operations would have been if the acquisitions had in fact occurred at the beginning of the period presented and is not intended to be a projection of the Company's future results of operations. Transaction expenses are included within the pro forma results. The pro forma results for the year ended December 31, 2021 are not included since it is impracticable to obtain the financial information of the various acquirees, since such information has not been individually prepared and is not available without the expenditure of significant additional effort and time. (in thousands) Year Ended December 31, 2020 Revenue $ 202,316 Net loss $ (12,195) Mendez Asset Acquisition On May 1, 2021, TOI Management, through PCC, entered into a purchase agreement to acquire certain clinical assets from Oncology Association, P.A. ("OA") from Pedro Mendez, M.D. Management determined the acquisition of OA is an asset |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company prepares its consolidated financial statements in accordance with Accounting Standards Codification Topic No. 810, Consolidations (“ASC 810”), which provides for the consolidation of VIEs of which an entity is the primary beneficiary. Pursuant to the MSAs established with the TOI PCs, TOI Management is entitled to receive a management fee, which represents a variable interest in and the right to receive the benefits of the TOI PCs. Through the terms of the MSAs, TOI Management receives the right to direct the most significant activities of the TOI PCs. Therefore, the TOI PCs are variable interest entities and TOI Management is the primary beneficiary that consolidates the TOI PCs, and their subsidiaries. The consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation. (in thousands) December 31, 2021 December 31, 2020 Assets Current assets: Cash and restricted cash $ 1,618 $ 20 Accounts receivable 20,007 17,146 Other receivables 935 49 Inventories, net 6,438 4,354 Prepaid expenses 781 719 Total current assets 29,779 22,288 Other assets 276 201 Intangible assets, net 1,181 — Goodwill 11,096 150 Total assets $ 42,332 $ 22,639 Liabilities Current liabilities: Accounts payable $ 14,204 $ 11,953 Income taxes payable 132 — Accrued expenses and other current liabilities 5,539 6,039 Current portion of long-term debt 183 2,000 Amounts due to affiliates 56,312 19,883 Total current liabilities 76,370 39,875 Other non-current liabilities 3,203 551 Deferred income taxes liability 6 — Total liabilities $ 79,579 $ 40,426 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible AssetsThe Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated depreciation. See Note 2 for a summary of the Company’s policies relating to goodwill and intangible assets. Intangible Assets As of December 31, 2021, the Company’s intangible assets, net consists of the following: (in thousands) Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Intangible assets Amortizing intangible assets: Payor contracts 10 years $ 19,400 $ (6,152) $ 13,248 Trade names 10 years 4,170 (1,350) 2,820 Clinical contracts 10 years 2,909 (732) 2,177 Total intangible assets $ 26,479 $ (8,234) $ 18,245 As of December 31, 2020, the Company’s intangible assets, net consists of the following: (in thousands) Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Intangible assets Amortizing intangible assets: Payor contracts 10 years $ 18,900 $ (4,283) $ 14,617 Trade names 10 years 4,170 (945) 3,225 Clinical contracts 10 years 2,164 (490) 1,674 Total intangible assets $ 25,234 $ (5,718) $ 19,516 The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2021 is as follows: (in thousands) Amount Year ending December 31: 2022 $ 2,684 2023 2,639 2024 2,639 2025 2,639 2026 2,617 Thereafter 5,027 Total $ 18,245 The aggregate amortization expense during the years ended December 31, 2021 and 2020 were $2,516 and $2,487, respectively. Goodwill The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, dispensary, patient services, and clinical trials & other. The goodwill allocated to each of the reporting units as of December 31, 2021 and 2020 is as follows: (in thousands) December 31, 2021 December 31, 2020 Patient services $ 21,443 $ 9,044 Dispensary 4,551 4,551 Clinical trials & other 632 632 Total goodwill $ 26,626 $ 14,227 The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows: (in thousands) December 31, 2021 December 31, 2020 Balance as of January 1: Gross goodwill $ 14,227 $ 14,077 Goodwill acquired during the period 12,399 150 Accumulated impairment losses — — Goodwill, net as of December 31 $ 26,626 $ 14,227 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of the Company's basic and diluted net loss per share to common stockholders for the years ended December 31, 2021 and 2020 . Year Ended December 31, 2021 2020 Net loss attributable to TOI (in thousands) $ (10,927) $ (14,322) Basic and diluted weighted average shares outstanding 66,230,606 59,117,723 Basic and diluted net loss per share attributable to TOI $ (0.16) $ (0.24) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Year Ended December 31, 2021 2020 Stock options 6,921,180 8,683,952 RSUs 1,291,492 1,390,839 Earnout Shares 1,602,435 — Public Warrants 5,749,986 — Private Warrants 3,177,542 — The Earnout Shares are excluded from basic and diluted EPS since they are contingently issuable. Given the market conditions have not been achieved, the contingency has not been met and therefore the Earnout Shares are not included in basic and diluted weighted average shares outstanding. See Note 14 for further details regarding stock options and restricted stock units. See Note 2 for further details regarding terms of the earnout and warrants. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates its business and reports its results through three operating and reportable segments: dispensary, patient services, and clinical trials & other. in accordance with ASC 280. See Note 2 for a summary of the Company’s policy on segment information. A brief description of each of the Company’s segments is as follows: Patient Services The Company provides oncology treatment and care to patients. As part of the patient services segment, the Company provides a variety of services including physician services, in-house infusion and pharmacy, radiology, educational seminars, support groups, counseling, and 24/7 patient assistance. Dispensary The Company sells oral prescription drugs directly through its dispensary. The Company purchases these drugs from various manufacturers and fills the prescription using its specialized expertise and knowledge of each individual patient’s needs. Clinical Trials & Other The Company enters into contracts to perform clinical research trials. As part of the clinical trials & other segment, the Company conducts cancer clinical trials through a network of experienced cancer care specialists for a broad range of pharmaceutical and medical device companies. The “other” portion of clinical trials & other consists of miscellaneous ancillary sources of revenue and expenses such as, medical supplies, biohazardous medical waste, and management fees. Summarized financial information for the Company’s segments is shown in the following tables: (in thousands) Year Ended December 31, 2021 2020 Revenue Patient services $ 124,074 $ 116,817 Dispensary 72,550 63,890 Clinical trials & other 6,379 6,808 Consolidated revenue 203,003 187,515 Direct costs Patient services 99,401 95,747 Dispensary 62,102 53,907 Clinical trials & other 652 982 Total segment direct costs 162,155 150,636 Depreciation expense Patient services 659 940 Dispensary 1 — Clinical trials & other 123 7 Total segment depreciation expense 783 947 Amortization of intangible assets Patient services 2,305 1,863 Dispensary — — Clinical trials & other 211 213 Total segment amortization 2,516 2,076 Operating income Patient services 21,709 18,267 Dispensary 10,447 9,983 Clinical trials & other 5,393 5,606 Total segment operating income 37,549 33,856 Selling, general and administrative expense 83,365 41,898 Non-segment depreciation and amortization 42 155 Total consolidated operating loss $ (45,858) $ (8,197) (in thousands) December 31, 2021 December 31, 2020 Assets Patient services $ 44,223 $ 36,446 Dispensary 4,277 4,319 Clinical trials & other 14,504 5,487 Non-segment assets 140,435 19,437 Total assets $ 203,439 $ 65,689 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related party transactions include payments to the American Institute of Research, Havencrest Capital Management, L.L.C., M33 Growth L.L.C., Mark L. Pacala, Richy Agajanian M.D., Roca Partners L.L.C. and Veeral Desai. The American Institute of Research provides consulting services to the Company. Havencrest Capital Management L.L.C. and M33 Growth L.L.C. provide management services to the Company. These entities have an equity stake in the Company and payments constitute consideration in exchange for the services provided. Mark L. Pacala and Roca Partners L.L.C. also have an equity stake in the Company and payments to these owners constitute expense reimbursement for traveling to Board meetings. Richy Agajanian M.D. was the representative shareholder of the Practice through December 31, 2020 and payments to him are compensation for his services related to clinical research trials. Related Party payments for the years ended December 31, 2021 and 2020 were as follows: (in thousands) Year Ended December 31, 2021 2020 American Institute of Research $ 152 $ 159 Havencrest Capital Management, LLC 166 233 M33 Growth LLC 353 183 Mark L. Pacala — 3 Richy Agajanian MD 21 24 Veeral Desai 52 38 Roca Partners LLC — 1 Total $ 744 $ 641 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of TOI, its subsidiaries, all of which are controlled by TOI through majority voting control, and variable interest entities (“VIE”) for which TOI (through TOI Management) is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations. The Company holds variable interests in clinical practices, TOI PCs, for which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of December 31, 2021, |
Business Combinations | Business Combinations The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification Topic No. 805, Business Combinations (“ASC 805”). Per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired. |
Segment Reporting | Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgements related to revenue recognition, estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss per share has been retrospectively adjusted for all periods presented prior to the Business Combination. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, Earnout Shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. |
Revenue Recognition | Revenue Recognition The Company follows the accounting requirements of Accounting Standard Codification Topic No. 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract. 5. Recognition of revenue when, or as, an entity satisfies a performance obligation. The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”); (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals and independent practice associations (“IPAs”)); and (v) individual patients and clients. Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, dispensary revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the payor. The following paragraphs provide a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation Capitation revenues of the Company consist primarily of fees for medical services provided to patients by the Company under a capitated arrangement with various managed care organizations. Capitation revenue is paid monthly to the Company based on the number of enrollees assigned to the Company by the contracted managed care organization (per member, per month; or “PMPM”). Capitation contracts generally have a legal term of one year or longer. Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patient-customers can and do change month over month. The transaction price for capitation contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. The Company generally estimates the transaction price using the most likely methodology and amounts are only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Certain contracts include terms for a capitation deduction where the cost of out-of-network referrals of members by the Company are deducted from the future payment. The deductions vary depending on the payor and are often not known until a future period. As such, the Company adjusts the transaction price for capitation deductions based on historic experience such that the amount of capitation revenue is constrained to the extent that it is not probable a significant reversal of revenue will occur in the future. Revenue is recognized in the month services are rendered on the basis of the transaction price established at that time. If subsequent information resolves uncertainties related to the transaction price, adjustments will be recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability. Fee-for-Service Revenue FFS revenue represents revenue earned under contracts in which the Company bills and collects for medical services rendered by the Company’s employed physicians. The terms for FFS contracts are short in duration and only last for the period over which services are rendered (typically, one day). FFS revenue consists of fees for medical services provided to patients. These medical services are capable of being distinct since the patient can benefit from the medical services on their own. Each service constitutes a single performance obligation for which the patient accepts and receives the benefit of the medical services as they are performed. Under the FFS arrangements, the Company bills third-party payors and patients for patient care services provided. Payments for services provided are generally less than billed charges. The Company records revenue net of an allowance for contractual adjustments, which represents the net revenue expected to be collected from third-party payors (including managed care, commercial, and governmental payors such as Medicare and Medicaid), and patients. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries). The transaction price from FFS arrangements is variable in nature because fees are based on patient encounters, credits due to patients, and reimbursement of provider costs, all of which can vary from period to period. The Company estimates the transaction price using the most likely methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. As a practical expedient, the Company uses a portfolio approach to determine the transaction price for the medical services provided under FFS arrangements. Under this approach, the Company bifurcates the types of services provided and grouped health plans with similar fees and negotiated payment rates. At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the standard applied to individual patient contracts related to each medical service provided. The recognition of net revenue (gross charges less contractual allowances) from such services is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system, and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded on the date the services are rendered based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. When the performance obligation is not satisfied, the billing is recognized as a contract liability. Dispensary The Company sells oral prescription drugs directly through its dispensaries. Each prescription filled and delivered to the customer is a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by various pharmacy benefit managers (“PBMs”) and other third party payors. The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. The Company recognizes revenue based on the transaction at the time the customer takes possession of the oral drug. Clinical Trials Revenue The Company enters into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities and thus is a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. Under the clinical trial contracts, the Company receives a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. Under ASC 606, the Company has elected to recognize revenue for these arrangements using the ‘as-invoiced’ practical expedient. The Company invoices the customer periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established between the Company and the customer. |
Direct Costs of Sales | Direct Costs of Sales Direct cost of sales primarily consists of wages paid to clinical personnel and other health professionals, oral and IV drug costs, and other medical supplies used to provide patient care. The Company’s costs for clinical personnel wages are expensed as incurred and the Company’s costs for inventory and medical supplies are expensed when used, generally by applying the specific identification method. |
Cash and Restricted Cash | Cash and Restricted Cash Cash primarily consists of deposits with banking institutions. The carrying value of the Company’s cash approximates fair value due to the short-term maturity of these instruments (less than three months). Pursuant to a covenant arising from a corporate credit card program, the Company holds cash on deposit with a banking institution that is subject to legal restrictions on withdrawal. |
Accounts Receivable | Accounts Receivable The Company accounts for accounts receivable under Accounting Standard Codification Topic No. 310, Receivables (“ASC 310”). Accounts receivable includes capitation receivables, FFS reimbursement for patient care, dispensary receivables and contract receivables. Accounts receivable are recorded and stated at the amount expected to be collected determined by each payor. For third-party payors including Medicare, Medicaid, managed care providers, and commercial payors, the collectable amount is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the collectable amount is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries, and any anticipated changes in trends. Accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions, or trends in federal and state governmental healthcare coverage could affect the collectable amount of accounts receivable. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected, and adjustments are recorded when necessary. |
Inventories | Inventories The Company accounts for inventory under Accounting Standard Codification Topic No. 330, Inventory (“ASC 330”). Inventories consist of intravenous chemotherapy drugs and oral prescription drugs. Inventories are stated at the lower of cost, determined using the weighted average cost method of inventory valuation, or net realizable value. Net realizable value is determined using the selling price, less costs to sell. The Company receives purchase discounts on products purchased. Contractual arrangements with vendors, including manufacturers and wholesalers, normally provide for the Company to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase or (ii) a discount for the prompt payment of invoices. Additionally, in other circumstances, the Company may receive rebates when products are purchased indirectly from a manufacturer (e.g., through a wholesaler). These rebates are recognized when intravenous chemotherapy drugs and oral prescription drugs are dispensed and are generally calculated by manufacturers within 30 days after the end of each completed quarter. The Company also receives additional rebate under its wholesaler contracts if it exceeds contractually defined annual purchase volumes. Purchase rebates are recorded as reductions to cost of services. |
Property and Equipment, net | Property and Equipment, net The Company accounts for property and equipment under Accounting Standard Codification Topic No. 360, Property, Plant, and Equipment (“ASC 360”). As required under ASC 360, the Company states property and equipment at cost, net of accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the related assets, as described further in Note 8. Maintenance and repairs are charged to expense as incurred. Significant renewals and improvements are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. |
Accounts payable, Accrued Expenses, and Other Current Liabilities | Accounts Payable, Accrued Expenses, and Other Current Liabilities Accounts payable primarily consists of unpaid invoices related to routine operating expenses. Accrued expenses and other current liabilities primarily consist of accruals made for payroll expenses, deferred capitation, and FFS revenue. |
Leases | Leases Lease agreements are evaluated to determine whether they are capital or operating leases in accordance with Accounting Standards Codification, Topic No. 840, Leases (“ASC 840”). When any one of the four test criteria in ASC 840 is met, the lease then qualifies as a capital lease. Capital leases are capitalized at the lower of the net present value of the total amount payable under the leasing agreement (excluding finance charges) or the fair market value of the leased asset. Capital lease assets are depreciated on a straight-line basis, over a period consistent with the Company’s normal depreciation policy for tangible fixed assets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method. Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of the lease term. The Company reports the current and long-term portions of capital lease obligations within accrued expenses and other current liabilities and other non-current liabilities, respectively, on the consolidated balance sheets. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company accounts for goodwill and intangible assets under Accounting Standards Codification Topic No. 350, Goodwill and Other (“ASC 350”). Goodwill represents the excess of the fair value of the consideration conveyed in and acquisition over the fair value of net assets acquired. Goodwill is not amortized but is required to be evaluated for impairment at the same time every year. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. The Company performed a qualitative analysis and determined that there were no indicators of impairment. Therefore, no goodwill impairment charge were recorded during the years ended December 31, 2021 and 2020 as a result of the Company’s annual impairment evaluation. Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method. |
Debt | Debt The Company accounts for debt net of debt issuance costs. Debt issuance costs are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method. |
Public Warrants and Private Placement Warrants | Public Warrants and Private Placement Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants that were issued by DFPH in connection with its initial public offering (declared effective by the Securities and Exchange Commission ("SEC") on March 10, 2020) whereby holders of the public and private placement warrants are entitled to acquire common stock of the Company. Prior to the Business Combination, the public warrants were accounted for as liabilities per Accounting Standards Codification Subtopic No. 815-40 Contracts on an Entity's Own Equity ("ASC 815-40"). Following the Business Combination, the shares of common stock underlying the public warrants are not redeemable and the Company has one single class of voting stock; therefore, the public warrants are not precluded from being considered indexed to the Company’s common stock which allows the public warrants to meet the criteria for equity classification per ASC 815-40. Warrants classified as equity are recorded at their issuance cost and are not subject to remeasurement at each subsequent balance sheet date. Prior to the Business Combination, the private placement warrants were accounted for as liabilities per ASC 815-40 . The private placement warrants are not considered indexed to the Company’s stock per ASC 815-40 and are therefore recorded as liabilities, given the settlement of the private placement warrants is dependent, in part, on who holds the warrants at the time of the settlement. Warrants classified as liabilities are recorded at their estimated fair value on the Closing Date and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying consolidated statements of operations. The Company estimates the value of these warrants using a Binomial Lattice valuation model in a risk-neutral framework . |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method under Accounting Standards Codification Topic No. 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses. |
Share-Based Compensation Plan | Share-Based Compensation Plan The Company accounts for share-based compensation under ASC 718. As required under ASC 718, the Company accounts for employee share-based compensation as an expense in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model and accounts for forfeitures as incurred. Excess tax benefits of awards related to stock option exercises are recognized as an income tax benefit in the consolidated statement of operations and reflected in operating activities in the consolidated statement of cash flows. |
Commitments and Contingencies | Commitments and Contingencies The Company accounts for contingent liabilities under Accounting Standards Codification Subtopic No. 450-20, Contingencies (“ASC 450-20”). As required by ASC 450-20, liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Fair Value Measurements | Fair Value Measurements The Company accounts for fair value measurements under Accounting Standards Codification Topic No. 820, Fair Value Measurements (“ASC 820”). The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 7 for further discussion): Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2021-10, Government Assistance, Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). The new standard requires additional disclosures regarding government grants and contributions. The standard requires disclosures on the nature of the transactions and related accounting policies, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transactions. This standard is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company elected to early adopt this standard effective January 1, 2021, using the retrospective approach transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02 In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of ASU 2016-02 in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, Leases (Topic 842) was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for Leases for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, Leases is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company belongs in the “all other” category. In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740, Income Taxes. This new standard is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. The new standard is effective for the Company beginning January 1, 2022. The guidance in the new standard has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of ASU 2019-12 on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company beginning January 1, 2024. The Company is currently evaluating the effect of ASU 2020-06 on the Company’s consolidated financial statements and related disclosures. In May 2021, the FASB issued Accounting Standards Update 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance in ASU 2021-04 requires the issuer to treat a modification of an equity-classified written call option that does not cause the option to become liability-classified as an exchange of the original option for a new option. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the option or as termination of the original option and issuance of a new option. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company will adopt ASU 2021-08 on January 1, 2024 on a prospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. |
Pension and Other Postretirement Plans, Policy | Retirement Plans The Company provides a qualified 401(K) plan of compensation. Participants are always fully vested in their own contributions and the Company’s matching contributions vest immediately. The Company expensed to selling, general and administrative expenses $787 and $504 in matching contributions related to the 401(K) plan during the years ended December 31, 2021 and December 31, 2020, respectively . |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Summary of concentration risk | The concentration of net revenue on a percentage basis for major payors at December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Percentage of Net Revenue: Payor A 17 % 15 % Payor B 14 % 15 % The concentration of gross receivables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Percentage of Gross Receivables: Payor B 19 % 11 % Payor C 14 % 21 % The concentration of cost of sales on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Percentage of Cost of Sales: Vendor A 50 % 55 % Vendor B 48 % 45 % The concentration of gross payables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Percentage of Gross Payables: Vendor B 47 % 48 % Vendor A 39 % 42 % All others 14 % 10 % |
Accounts Receivable and Notes_2
Accounts Receivable and Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of accounts receivable | Accounts Receivable as of December 31, 2021 and 2020 consist of the following: (in thousands) December 31, 2021 December 31, 2020 Oral drug accounts receivable $ 2,097 $ 2,308 Capitated accounts receivable 665 353 FFS accounts receivable 12,530 10,962 Clinical trials accounts receivable 1,823 1,719 Other trade receivables 2,892 1,804 Total $ 20,007 $ 17,146 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of disaggregation of revenue | The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows: (in thousands) Year Ended December 31, 2021 2020 Patient services Capitated revenue $ 54,285 $ 37,381 FFS revenue 69,789 79,436 Subtotal $ 124,074 $ 116,817 Dispensary revenue 72,550 63,890 Clinical research trials and other revenue 6,379 6,808 Total $ 203,003 $ 187,515 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of inventories | The Company’s inventories as of December 31, 2021 and 2020 were as follows: (in thousands) December 31, 2021 December 31, 2020 Oral drug inventory $ 1,484 $ 1,414 IV drug inventory 4,954 2,940 Total $ 6,438 $ 4,354 |
Fair Value Measurements and H_2
Fair Value Measurements and Hierarchy (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of carrying amounts of financial instruments | The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Financial assets: Cash and restricted cash $ 115,174 $ 5,998 Accounts receivable 20,007 17,146 Other receivables 1,237 113 Financial liabilities: Accounts payable $ 15,559 $ 12,643 Derivative warrant liabilities 2,193 — Earnout liabilities 60,018 — |
Summary of changes in fair value of level 3 warrant liabilities | The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at December 31, 2021: (in thousands) Derivative Warrant Liability Earnout Liability Balance at December 31, 2020 $ — $ — Private placement warrant liability acquired as part of the Business Combination 5,879 — Earnout liability acquired as part of the Business Combination — 84,909 Decrease in fair value included in other expense (3,686) (24,891) Balance at December 31, 2021 $ 2,193 $ 60,018 |
Schedule of assumptions used in the valuation of derivative liabilities | A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows: December 31, 2021 November 12, 2021 (Initial Measurement) Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Unit price $ 9.75 $ 9.75 $ 9.75 $ 10.98 $ 10.98 $ 10.98 Term (in years) 4.87 1.87 2.87 5.00 2.00 3.00 Volatility 12.80 % 35.00 % 35.00 % 19.00 % 35.00 % 35.00 % Risk-free rate 1.24 % 0.94 % 0.94 % 1.24 % 0.85 % 0.85 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Cost of equity — 11.14 % 11.14 % — 10.80 % 10.80 % Option-pricing method Valuation date 11/6/2020 Liquidity event date 12/31/2024 Time to liquidity 4.15 years Total equity value (in thousands) $82,000 Annual dividend rate for common stock 0.0% Annualized volatility 40.0 % Risk-free rate (continuously compounding) 0.3% Common-stock equivalent method Valuation date 11/6/2020 Liquidity event date 12/31/2024 Time to liquidity 4.15 years Total equity value (in thousands) $82,000 Value per common stock equivalent $562.06 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment , net, consist of the following: (in thousands) Useful lives December 31, 2021 December 31, 2020 Computers and software 60 months $ 961 $ 423 Office furniture 80 months 343 271 Leasehold improvements Shorter of lease term or estimated useful life 3,387 1,685 Medical equipment 60 months 805 515 Construction in progress 518 205 Equipment capital lease assets Shorter of lease term or estimated useful life 162 163 Less: accumulated depreciation (1,984) (1,158) Total property and equipment, net $ 4,192 $ 2,104 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current and Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consist of the following: (in thousands) December 31, 2021 December 31, 2020 Compensation, including bonuses, fringe benefits, and payroll taxes $ 3,325 $ 4,210 Deferred revenue and refund liabilities 592 3,379 Directors and officers insurance premiums 5,009 — Deferred acquisition consideration (see Note 16) 2,359 50 Other liabilities 2,639 1,813 Total accrued expenses and other current liabilities $ 13,924 $ 9,452 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Capital Leased Assets | The following summarizes the Company’s capital leases: (in thousands) December 31, 2021 December 31, 2020 Capital leases: Machinery and equipment $ 162 $ 163 Accumulated amortization (69) (38) Property, plant, and equipment, net $ 93 $ 125 Current installments of obligations under capital leases 33 31 Long-term portion of obligations under capital leases 63 97 Total capital lease obligations $ 96 $ 128 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of short-term debt and current portion of long-term debt | Short-term debt and current portion of long-term debt at December 31, 2021 and 2020 consists of the following: (in thousands) December 31, 2021 December 31, 2020 1% Paycheck Protection Program Loan, due May 13, 2022 $ — $ 2,000 1% Small Business Administration Loan, due May 2, 2022 — 2,993 1% Paycheck Protection Program Loan, due October 24, 2026 183 — Current portion of term loan payable — 375 Short-term debt and current portion of long-term debt $ 183 $ 5,368 |
Summary of long-term debt, net of unamortized debt issuance costs | Long-term debt, net of unamortized debt issuance costs and current portion at December 31, 2021 and 2020, consists of the following: (in thousands) December 31, 2021 December 31, 2020 Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025 $ — $ 7,219 Less: Unamortized debt issuance costs — 283 Current portion of term loan payable, net of debt issuance costs — 375 Long-term debt, net of unamortized debt issuance costs and current portion $ — $ 6,561 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of components of the provision (benefit) for income taxes | The components of the provision ( benefit ) for income taxes consists of: (in thousands) Current Deferred Total Year ended December 31, 2021: U.S. federal $ (180) $ (904) $ (1,084) State and local 750 (338) 413 $ 570 $ (1,242) $ (671) (in thousands) Current Deferred Total Year ended December 31, 2020: U.S. federal $ 822 $ (919) $ (97) State and local 29 (425) (396) $ 851 $ (1,344) $ (493) |
Summary of income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations | The Company’s income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations because of the effect of the following items: (in thousands) Year Ended December 31, 2021 2020 Income tax at federal statutory rate $ (2,436) $ (3,111) State tax, net federal benefit (241) (982) Meals and entertainment 11 — Transaction costs 349 — Fines and penalties 28 — Stock based compensation (122) — Warrant expense (774) — Earnout expense (5,227) — PPP loan forgiveness (1,058) — 162(m) Analysis 1,717 — Change in valuation allowance 6,941 3,597 Other 141 3 Income tax (benefit) expense $ (671) $ (493) |
Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below. (in thousands) December 31, 2021 December 31, 2020 Deferred tax assets: Deferred rent $ 173 $ 108 Accrued Expenses 606 770 Net operating loss carryforwards 12,686 2,529 Management fees (the Practice) — 1,828 Impaired assets 1,751 2,086 Deferred revenue 77 182 Stock based compensation 1,088 69 Total gross deferred tax assets 16,381 7,572 Valuation allowance (14,719) (5,451) Net deferred tax assets 1,662 2,121 Deferred tax liabilities: Property, plant, and equipment (706) (331) Intangibles (1,327) (1,575) Management Fees (TOI) — (1,828) Total gross deferred liabilities (2,033) (3,734) Net deferred tax liabilities $ (371) $ (1,613) |
Summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) | A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2021 and 2020 is as follows: (in thousands) December 31, 2021 December 31, 2020 Beginning balance of unrecognized tax benefits $ 1,903 $ 1,903 Additions based on tax positions related to the current year — — Reductions based on tax positions of prior years (1,804) — Reductions due to lapse of applicable statute of limitation — — Settlements — — Ending balance of unrecognized tax benefits $ 99 $ 1,903 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of assumptions used in the OPM and CSE models | A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows: December 31, 2021 November 12, 2021 (Initial Measurement) Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Unit price $ 9.75 $ 9.75 $ 9.75 $ 10.98 $ 10.98 $ 10.98 Term (in years) 4.87 1.87 2.87 5.00 2.00 3.00 Volatility 12.80 % 35.00 % 35.00 % 19.00 % 35.00 % 35.00 % Risk-free rate 1.24 % 0.94 % 0.94 % 1.24 % 0.85 % 0.85 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Cost of equity — 11.14 % 11.14 % — 10.80 % 10.80 % Option-pricing method Valuation date 11/6/2020 Liquidity event date 12/31/2024 Time to liquidity 4.15 years Total equity value (in thousands) $82,000 Annual dividend rate for common stock 0.0% Annualized volatility 40.0 % Risk-free rate (continuously compounding) 0.3% Common-stock equivalent method Valuation date 11/6/2020 Liquidity event date 12/31/2024 Time to liquidity 4.15 years Total equity value (in thousands) $82,000 Value per common stock equivalent $562.06 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of weighted average assumptions used in the Black-Scholes-Merton option-pricing model | The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 and 2020 Stock Options are provided in the following table: 2021 2020 Valuation assumptions: Expected dividend yield — % — % Expected volatility 35.00% to 40.20% 35.00% to 40.20% Risk-free interest rate 0.76% to 1.30% 0.51% to 2.62% Expected term (years) 7 7 |
Summary of stock option activity | Stock option activity during the periods indicated is as follows: Stock options Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value (in thousands) Balance at January 1, 2021 8,683,952 $ 0.85 Granted 1,182,218 1.08 Exercised/Cashed-Out (2,175,986) 0.87 Forfeited (769,004) 0.87 Expired — — Balance at December 31, 2021 6,921,180 $ 0.88 8.92 $ 61,379 Vested Options Exercisable at December 31, 2021 1,821,909 $ 0.87 7.78 $ 16,185 Stock options Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value (in thousands) Balance at January 1, 2020 5,823,369 $ 0.85 Granted 4,190,067 0.86 Exercised (58,439) 0.85 Forfeited (1,271,045) 0.85 Expired — — Balance at December 31, 2020 8,683,952 $ 0.85 8.94 $ — Vested Options Exercisable at December 31, 2020 742,174 $ 0.85 8.25 $ — |
Summary of the activity for the RSAs | A summary of the activity for the RSUs and RSAs for the years ended December 31, 2021 and 2020, respectively, are shown in the following table: Number of shares Balance at January 1, 2021 1,390,839 Granted — Forfeited (99,347) Balance at December 31, 2021 1,291,492 Number of shares Balance at January 1, 2020 543,475 Granted 1,098,651 Forfeited (251,287) Balance at December 31, 2020 1,390,839 |
Schedule of Share-based Payment Award, Earnout Shares, Valuation Assumptions | The assumptions used in the Monte-Carlo Simulation model for the Earnout Shares granted on the Closing Date are provided in the following table: November 12, 2021 Valuation assumptions Expected dividend yield — % Expected volatility 35.00 % Risk-free interest rate 0.85 % |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | A summary of the activity for the Employees Earnout Shares for the years ended December 31, 2021 is shown in the following table: Number of shares Balance at January 1, 2021 $ — Granted 1,603,322 Forfeited (887) Balance at December 31, 2021 $ 1,602,435 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2021 were: (in thousands) Capital leases Operating leases Year ending December 31: 2022 $ 37 $ 4,263 2023 37 3,946 2024 29 3,291 2025 — 2,718 2026 — 1,954 Thereafter — 1,044 Total minimum lease payments $ 103 $ 17,216 Less: amount representing interest (6% interest rate) (7) Present value of net minimum capital lease payments $ 96 Less current installments of obligations under capital leases (33) Obligations under capital leases, excluding current installments $ 63 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2021 were: (in thousands) Capital leases Operating leases Year ending December 31: 2022 $ 37 $ 4,263 2023 37 3,946 2024 29 3,291 2025 — 2,718 2026 — 1,954 Thereafter — 1,044 Total minimum lease payments $ 103 $ 17,216 Less: amount representing interest (6% interest rate) (7) Present value of net minimum capital lease payments $ 96 Less current installments of obligations under capital leases (33) Obligations under capital leases, excluding current installments $ 63 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition | The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed. (in thousands) Raiker Acquisition Grant Acquisition Orr Acquisition Dave Acquisition Yang Acquisition Total Consideration: Cash $ 892 $ 849 $ 816 $ 2,000 $ 4,615 $ 9,172 Deferred 818 200 200 750 2,500 4,468 Fair value of total consideration transferred $ 1,710 $ 1,049 $ 1,016 $ 2,750 $ 7,115 $ 13,640 Estimated fair value of assets acquired and liabilities assumed: Cash $ 65 $ — $ — $ — $ — $ 65 Accounts receivable 398 — 183 — — 581 Inventory 62 49 16 — 115 242 Property and equipment, net — — 13 35 19 67 Clinical contracts — 450 150 77 68 745 Goodwill 1,454 550 837 2,645 6,913 12,399 Total assets acquired 1,979 1,049 1,199 2,757 7,115 14,099 Accounts payable 120 — — — — 120 Accrued liabilities — — — 7 — 7 Current portion of long term debt 149 — 183 — — 332 Total liabilities assumed 269 — 183 7 — 459 Net assets acquired $ 1,710 $ 1,049 $ 1,016 $ 2,750 $ 7,115 $ 13,640 |
Business acquisition, pro forma information | (in thousands) Year Ended December 31, 2020 Revenue $ 202,316 Net loss $ (12,195) |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated financial statements include accounts of TOI and its subsidiaries and VIEs | The consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation. (in thousands) December 31, 2021 December 31, 2020 Assets Current assets: Cash and restricted cash $ 1,618 $ 20 Accounts receivable 20,007 17,146 Other receivables 935 49 Inventories, net 6,438 4,354 Prepaid expenses 781 719 Total current assets 29,779 22,288 Other assets 276 201 Intangible assets, net 1,181 — Goodwill 11,096 150 Total assets $ 42,332 $ 22,639 Liabilities Current liabilities: Accounts payable $ 14,204 $ 11,953 Income taxes payable 132 — Accrued expenses and other current liabilities 5,539 6,039 Current portion of long-term debt 183 2,000 Amounts due to affiliates 56,312 19,883 Total current liabilities 76,370 39,875 Other non-current liabilities 3,203 551 Deferred income taxes liability 6 — Total liabilities $ 79,579 $ 40,426 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets, net | As of December 31, 2021, the Company’s intangible assets, net consists of the following: (in thousands) Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Intangible assets Amortizing intangible assets: Payor contracts 10 years $ 19,400 $ (6,152) $ 13,248 Trade names 10 years 4,170 (1,350) 2,820 Clinical contracts 10 years 2,909 (732) 2,177 Total intangible assets $ 26,479 $ (8,234) $ 18,245 As of December 31, 2020, the Company’s intangible assets, net consists of the following: (in thousands) Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Intangible assets Amortizing intangible assets: Payor contracts 10 years $ 18,900 $ (4,283) $ 14,617 Trade names 10 years 4,170 (945) 3,225 Clinical contracts 10 years 2,164 (490) 1,674 Total intangible assets $ 25,234 $ (5,718) $ 19,516 |
Summary of estimated aggregate amortization expense | The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2021 is as follows: (in thousands) Amount Year ending December 31: 2022 $ 2,684 2023 2,639 2024 2,639 2025 2,639 2026 2,617 Thereafter 5,027 Total $ 18,245 |
Summary of goodwill and changes in the carrying amount of goodwill | The goodwill allocated to each of the reporting units as of December 31, 2021 and 2020 is as follows: (in thousands) December 31, 2021 December 31, 2020 Patient services $ 21,443 $ 9,044 Dispensary 4,551 4,551 Clinical trials & other 632 632 Total goodwill $ 26,626 $ 14,227 The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows: (in thousands) December 31, 2021 December 31, 2020 Balance as of January 1: Gross goodwill $ 14,227 $ 14,077 Goodwill acquired during the period 12,399 150 Accumulated impairment losses — — Goodwill, net as of December 31 $ 26,626 $ 14,227 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of reconciliation of numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations | The following table sets forth the computation of the Company's basic and diluted net loss per share to common stockholders for the years ended December 31, 2021 and 2020 . Year Ended December 31, 2021 2020 Net loss attributable to TOI (in thousands) $ (10,927) $ (14,322) Basic and diluted weighted average shares outstanding 66,230,606 59,117,723 Basic and diluted net loss per share attributable to TOI $ (0.16) $ (0.24) |
Summary of potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive | The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Year Ended December 31, 2021 2020 Stock options 6,921,180 8,683,952 RSUs 1,291,492 1,390,839 Earnout Shares 1,602,435 — Public Warrants 5,749,986 — Private Warrants 3,177,542 — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of financial information for the Company's segments | Summarized financial information for the Company’s segments is shown in the following tables: (in thousands) Year Ended December 31, 2021 2020 Revenue Patient services $ 124,074 $ 116,817 Dispensary 72,550 63,890 Clinical trials & other 6,379 6,808 Consolidated revenue 203,003 187,515 Direct costs Patient services 99,401 95,747 Dispensary 62,102 53,907 Clinical trials & other 652 982 Total segment direct costs 162,155 150,636 Depreciation expense Patient services 659 940 Dispensary 1 — Clinical trials & other 123 7 Total segment depreciation expense 783 947 Amortization of intangible assets Patient services 2,305 1,863 Dispensary — — Clinical trials & other 211 213 Total segment amortization 2,516 2,076 Operating income Patient services 21,709 18,267 Dispensary 10,447 9,983 Clinical trials & other 5,393 5,606 Total segment operating income 37,549 33,856 Selling, general and administrative expense 83,365 41,898 Non-segment depreciation and amortization 42 155 Total consolidated operating loss $ (45,858) $ (8,197) (in thousands) December 31, 2021 December 31, 2020 Assets Patient services $ 44,223 $ 36,446 Dispensary 4,277 4,319 Clinical trials & other 14,504 5,487 Non-segment assets 140,435 19,437 Total assets $ 203,439 $ 65,689 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related Party payments for the years ended December 31, 2021 and 2020 were as follows: (in thousands) Year Ended December 31, 2021 2020 American Institute of Research $ 152 $ 159 Havencrest Capital Management, LLC 166 233 M33 Growth LLC 353 183 Mark L. Pacala — 3 Richy Agajanian MD 21 24 Veeral Desai 52 38 Roca Partners LLC — 1 Total $ 744 $ 641 |
Description of the Business (De
Description of the Business (Details) | 12 Months Ended |
Dec. 31, 2021oncologiststateclinicsubsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of wholly-owned subsidiaries | subsidiary | 3 |
Minimum number of oncologists and mid-level professionals within three states | oncologist | 86 |
Minimum number of clinic locations within three states | clinic | 53 |
Number of states in which entity operates | state | 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Nov. 12, 2021tranchetrading_day$ / sharesshares | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Jan. 01, 2022USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of operating segments | segment | 3 | |||
Healthcare services term of contract under capitation revenues | 1 month | |||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 | ||
Goodwill impairment charge | 0 | 0 | ||
Impairment of intangible assets, finite-lived | $ 0 | $ 0 | ||
Defined Contribution Plan, Tax Status [Extensible Enumeration] | Qualified Plan [Member] | |||
Required service period | 2 months | |||
Employer matching contribution, percent of match | 100.00% | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 4.00% | 3.00% | ||
Employers matching contribution, additional percentage of match | 50.00% | |||
Defined Contribution Plan, Cost | $ 787,000 | $ 504,000 | ||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-02 [Member] | |||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Employer matching contribution, percent of employees' gross pay | 3.00% | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Employer matching contribution, percent of employees' gross pay | 5.00% | |||
Legacy TOI Earnout Shares | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contingent consideration, liability (in shares) | shares | 12,500,000 | |||
Number of tranches | tranche | 2 | |||
Earnout measurement period | 2 years | |||
Initial stock price threshold | $ / shares | $ 15 | |||
Earnout period | 3 years | |||
Threshold trading days | trading_day | 20 | |||
Threshold trading day period | trading_day | 30 | |||
DFPH Earnout Shares | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contingent consideration, liability (in shares) | shares | 575,000 | |||
Number of tranches | tranche | 2 | |||
Earnout period | 3 years | |||
Escrow deposit percentage | 50.00% | |||
Derivative Instrument, Period, One | Legacy TOI Earnout Shares | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contingent consideration, liability (in shares) | shares | 5,000,000 | |||
Stock price trigger (in dollars per share) | $ / shares | $ 12.50 | |||
Derivative Instrument, Period, Two | Legacy TOI Earnout Shares | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contingent consideration, liability (in shares) | shares | 7,500,000 | |||
Cumulative Effect, Period of Adoption, Adjustment | Subsequent events | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use assets | $ 15,800,000 | |||
Operating lease, liability | $ 17,100,000 |
Significant Risks and Uncerta_3
Significant Risks and Uncertainties Including Business and Credit Concentrations - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
1% Paycheck Protection Program Loan, due May 13, 2022 | ||
Debt Instrument [Line Items] | ||
Proceeds from unsecured loan | $ (4,993) | |
Centers for Medicare and Medicaid Services | ||
Debt Instrument [Line Items] | ||
Maximum percentage of accelerated payment amount | 1 | |
Proceeds from unsecured loan | $ (2,727) | |
Provider Relief Funding | ||
Debt Instrument [Line Items] | ||
Proceeds from unsecured loan | $ (1,023) | $ (978) |
Significant Risks and Uncerta_4
Significant Risks and Uncertainties Including Business and Credit Concentrations - Revenue Concentration Risk (Details) - Customer concentration | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Percentage of Net Revenue: | Payor A | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 17.00% | 15.00% |
Percentage of Net Revenue: | Payor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 14.00% | 15.00% |
Percentage of Gross Receivables: | Payor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 19.00% | 11.00% |
Percentage of Gross Receivables: | Payor C | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 14.00% | 21.00% |
Significant Risks and Uncerta_5
Significant Risks and Uncertainties Including Business and Credit Concentrations - Vendor Concentration Risk (Details) - Supplier Concentration | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of Goods and Service Benchmark | Vendor A | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 50.00% | 55.00% |
Cost of Goods and Service Benchmark | Vendor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 48.00% | 45.00% |
Gross Payables | Vendor A | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 39.00% | 42.00% |
Gross Payables | Vendor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 47.00% | 48.00% |
Gross Payables | All other | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 14.00% | 10.00% |
Accounts Receivable and Notes_3
Accounts Receivable and Notes Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 20,007 | $ 17,146 |
Oral drug accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 2,097 | 2,308 |
Capitated accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 665 | 353 |
FFS accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 12,530 | 10,962 |
Clinical trials accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 1,823 | 1,719 |
Other trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 2,892 | $ 1,804 |
Accounts Receivable and Notes_4
Accounts Receivable and Notes Receivable - Additional Information (Details) - USD ($) $ in Thousands | Feb. 26, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, writeoff | $ 48 | $ 4,233 | |
Accounts receivable, recovery | $ 465 | $ 0 | |
Management Services Agreement | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amount of notes issued | $ 7,500 | ||
Annual straight-line forgiveness term | 5 years | ||
Annual forgiveness amount | $ 1,500 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | $ 203,003 | $ 187,515 |
Patient services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 124,074 | 116,817 |
Capitated revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 54,285 | 37,381 |
FFS revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 69,789 | 79,436 |
Dispensary revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 72,550 | 63,890 |
Clinical research trials and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | $ 6,379 | $ 6,808 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, asset | $ 0 | $ 0 |
Contract liabilities | $ 220,000 | $ 370,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Total inventories | $ 6,438 | $ 4,354 |
Oral drug inventory | ||
Inventory [Line Items] | ||
Total inventories | 1,484 | 1,414 |
IV drug inventory | ||
Inventory [Line Items] | ||
Total inventories | $ 4,954 | $ 2,940 |
Fair Value Measurements and H_3
Fair Value Measurements and Hierarchy - Summary of Carrying Amounts of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Financial assets: | ||
Cash and restricted cash | $ 115,174 | $ 5,998 |
Accounts receivable | 20,007 | 17,146 |
Other receivables | 1,237 | 113 |
Financial liabilities: | ||
Accounts payable | 15,559 | 12,643 |
Derivative Warrant Liability | ||
Financial liabilities: | ||
Derivative warrant liabilities | 2,193 | 0 |
Derivative Earnout | ||
Financial liabilities: | ||
Derivative warrant liabilities | $ 60,018 | $ 0 |
Fair Value Measurements and H_4
Fair Value Measurements and Hierarchy - Liabilities of Fair Value on Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Derivative Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2020 | $ 0 |
Liability acquired as part of Business Combination | 5,879 |
Decrease in fair value included in other expense | (3,686) |
Balance at December 31, 2021 | 2,193 |
Derivative Earnout | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2020 | 0 |
Liability acquired as part of Business Combination | 84,909 |
Decrease in fair value included in other expense | (24,891) |
Balance at December 31, 2021 | $ 60,018 |
Fair Value Measurements and H_5
Fair Value Measurements and Hierarchy - Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2021yr$ / shares | Nov. 12, 2021yr$ / shares |
Unit price | Derivative Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | $ / shares | 9.75 | 10.98 |
Unit price | Earnout Liability, First Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | $ / shares | 9.75 | 10.98 |
Unit price | Earnout Liability, Second Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | $ / shares | 9.75 | 10.98 |
Term (in years) | Derivative Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | yr | 4.87 | 5 |
Term (in years) | Earnout Liability, First Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | yr | 1.87 | 2 |
Term (in years) | Earnout Liability, Second Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | yr | 2.87 | 3 |
Volatility | Derivative Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.1280 | 0.1900 |
Volatility | Earnout Liability, First Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.3500 | 0.3500 |
Volatility | Earnout Liability, Second Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.3500 | 0.3500 |
Risk-free rate | Derivative Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.0124 | 0.0124 |
Risk-free rate | Earnout Liability, First Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.0094 | 0.0085 |
Risk-free rate | Earnout Liability, Second Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.0094 | 0.0085 |
Dividend yield | Derivative Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Dividend yield | Earnout Liability, First Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Dividend yield | Earnout Liability, Second Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Cost of equity | Derivative Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Cost of equity | Earnout Liability, First Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.1114 | 0.1080 |
Cost of equity | Earnout Liability, Second Tranche | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurements inputs | 0.1114 | 0.1080 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | ||
Less: accumulated depreciation | $ (1,984) | $ (1,158) |
Property, plant, and equipment, net | $ 4,192 | 2,104 |
Computers and software | ||
Property and Equipment, Net | ||
Useful lives | 60 months | |
Property and equipment, gross | $ 961 | 423 |
Office furniture | ||
Property and Equipment, Net | ||
Useful lives | 80 months | |
Property and equipment, gross | $ 343 | 271 |
Leasehold improvements | ||
Property and Equipment, Net | ||
Property and equipment, gross | $ 3,387 | 1,685 |
Medical equipment | ||
Property and Equipment, Net | ||
Useful lives | 60 months | |
Property and equipment, gross | $ 805 | 515 |
Construction in progress | ||
Property and Equipment, Net | ||
Property and equipment, gross | 518 | 205 |
Equipment capital lease assets | ||
Property and Equipment, Net | ||
Property and equipment, gross | $ 162 | $ 163 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 826 | $ 691 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current and Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Compensation, including bonuses, fringe benefits, and payroll taxes | $ 3,325 | $ 4,210 |
Deferred revenue and refund liabilities | 592 | 3,379 |
Directors and officers insurance premiums | 5,009 | 0 |
Deferred acquisition consideration | 2,359 | 50 |
Other liabilities | 2,639 | 1,813 |
Total accrued expenses and other current liabilities | $ 13,924 | $ 9,452 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current and Non-Current Liabilities - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accrued Expenses and Other Current Liabilities | |
Accrued insurance | $ 8,020 |
Accrued insurance, noncurrent | 3,011 |
Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | |
Deferred | $ 2,109 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Lease expense | $ 4,281 | $ 3,680 |
Minimum | ||
Capital Leased Assets [Line Items] | ||
Monthly payments | 1 | |
Maximum | ||
Capital Leased Assets [Line Items] | ||
Monthly payments | $ 36 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Machinery and equipment | $ 162 | $ 163 |
Accumulated amortization | (69) | (38) |
Property, plant, and equipment, net | 93 | 125 |
Current installments of obligations under capital leases | 33 | 31 |
Long-term portion of obligations under capital leases | 63 | 97 |
Total capital lease obligations | $ 96 | $ 128 |
Debt- Short-term Debt and Curre
Debt- Short-term Debt and Current Portion of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 12, 2021 | Dec. 31, 2020 | May 13, 2020 | May 02, 2020 |
Short-term Debt [Line Items] | |||||
Short-term debt and current portion of long-term debt | $ 183 | $ 5,368 | |||
1% Paycheck Protection Program Loan, due May 13, 2022 | Notes Payable to Banks | |||||
Short-term Debt [Line Items] | |||||
Short-term debt and current portion of long-term debt | 0 | $ 2,000 | $ 2,000 | ||
Interest rate | 1.00% | 1.00% | |||
1% Small Business Administration Loan, due May 2, 2022 | Notes Payable to Banks | |||||
Short-term Debt [Line Items] | |||||
Short-term debt and current portion of long-term debt | 0 | $ 2,993 | $ 2,993 | ||
Interest rate | 1.00% | 1.00% | |||
1% Paycheck Protection Program Loan, due October 24, 2026 | Notes Payable to Banks | |||||
Short-term Debt [Line Items] | |||||
Short-term debt and current portion of long-term debt | $ 183 | $ 183 | $ 0 | ||
Interest rate | 1.00% | 1.00% | |||
Term Loan | Notes Payable to Banks | |||||
Short-term Debt [Line Items] | |||||
Short-term debt and current portion of long-term debt | $ 0 | $ 375 |
Debt - Long-term Debt, Net of U
Debt - Long-term Debt, Net of Unamortized Debt Issuance Costs and Current Portion (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ 0 | $ 283 |
Current portion of term loan payable, net of debt issuance costs | 183 | 5,368 |
Long-term debt, net of unamortized debt issuance costs and current portion | 0 | 6,561 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025 | 0 | 7,219 |
Unamortized debt issuance costs | 0 | 283 |
Current portion of term loan payable, net of debt issuance costs | $ 0 | $ 375 |
Debt - Additional Information (
Debt - Additional Information (Details) | Feb. 26, 2020USD ($) | Dec. 31, 2021USD ($)loan | Dec. 31, 2020USD ($) | Nov. 12, 2021USD ($) | Jun. 18, 2021USD ($) | Feb. 12, 2021USD ($) | May 13, 2020USD ($) | May 02, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Short-term debt and current portion of long-term debt | $ 183,000 | $ 5,368,000 | ||||||
Net debt issuance costs | 0 | 283,000 | ||||||
Amortization of the debt issuance costs | 53,000 | 60,000 | ||||||
Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 10,000,000 | $ 9,000,000 | ||||||
Available borrowing capacity | 2,500,000 | |||||||
Secured Debt | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount borrowed | 7,500,000 | |||||||
Outstanding principal balance paid | $ 2,000,000 | |||||||
Secured Debt | Line of Credit | Quarterly, June 30, 2020 to December 31, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments in quarterly installments | 94,000 | |||||||
Secured Debt | Line of Credit | Quarterly, Thereafter December 31, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments in quarterly installments | $ 188,000 | |||||||
Paycheck Protection Program | Notes Payable to Banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of PPP loans | loan | 2 | |||||||
1% Small Business Administration Loan, due May 2, 2022 | Notes Payable to Banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Short-term debt and current portion of long-term debt | $ 0 | $ 2,993,000 | $ 2,993,000 | |||||
Interest rate | 1.00% | 1.00% | ||||||
1% Paycheck Protection Program Loan | Notes Payable to Banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Short-term debt and current portion of long-term debt | 0 | $ 2,000,000 | $ 2,000,000 | |||||
Interest rate | 1.00% | 1.00% | ||||||
Paycheck Protection Program Loan Due May 4 2022 | Notes Payable to Banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Short-term debt and current portion of long-term debt | $ 149,000 | |||||||
Interest rate | 1.00% | |||||||
1% Paycheck Protection Program Loan, due October 24, 2026 | Notes Payable to Banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Short-term debt and current portion of long-term debt | $ 183,000 | $ 0 | $ 183,000 | |||||
Interest rate | 1.00% | 1.00% | ||||||
Credit Agreement | Secured Debt | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest paid | $ 224,000 | $ 227,000 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
U.S. federal | $ (180) | $ 822 |
State and local | 750 | 29 |
Total current | 570 | 851 |
Deferred | ||
U.S. federal | (904) | (919) |
State and local | (338) | (425) |
Total deferred | (1,242) | (1,344) |
Total U.S. federal | (1,084) | (97) |
Total State and local | 413 | (396) |
Income tax (benefit) expense | $ (671) | $ (493) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | $ (2,436) | $ (3,111) |
State tax, net federal benefit | (241) | (982) |
Meals and entertainment | 11 | 0 |
Transaction costs | 349 | 0 |
Fines and penalties | 28 | 0 |
Stock based compensation | (122) | 0 |
Warrant expense | (774) | 0 |
Earnout expense | (5,227) | 0 |
PPP loan forgiveness | (1,058) | 0 |
162(m) Analysis | 1,717 | 0 |
Change in valuation allowance | 6,941 | 3,597 |
Other | 141 | 3 |
Income tax (benefit) expense | $ (671) | $ (493) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Deferred rent | $ 173 | $ 108 |
Accrued Expenses | 606 | 770 |
Net operating loss carryforwards | 12,686 | 2,529 |
Management fees (the Practice) | 0 | 1,828 |
Impaired assets | 1,751 | 2,086 |
Deferred revenue | 77 | 182 |
Stock based compensation | 1,088 | 69 |
Total gross deferred tax assets | 16,381 | 7,572 |
Valuation allowance | (14,719) | (5,451) |
Net deferred tax assets | 1,662 | 2,121 |
Deferred tax liabilities: | ||
Property, plant, and equipment | (706) | (331) |
Intangibles | (1,327) | (1,575) |
Intangibles | 0 | (1,828) |
Total gross deferred liabilities | (2,033) | (3,734) |
Net deferred tax liabilities | $ (371) | $ (1,613) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance for deferred tax assets | $ (14,719) | $ (5,451) |
Net change in the total valuation allowance | 9,268 | 3,597 |
Gross deferred tax assets | 16,381 | $ 7,572 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance for deferred tax assets | (10,457) | |
Net operating loss carryforwards | 44,077 | |
Federal | Affiliated Entity | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 35,839 | |
Federal | TOI Parent | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 8,238 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 42,281 | |
State | Affiliated Entity | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 35,657 | |
State | TOI Parent | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 6,624 | |
State | CALIFORNIA | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance for deferred tax assets | (4,128) | |
State | FLORIDA | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance for deferred tax assets | $ (134) |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance of unrecognized tax benefits | $ 1,903 | $ 1,903 |
Additions based on tax positions related to the current year | 0 | 0 |
Reductions based on tax positions of prior years | (1,804) | 0 |
Reductions due to lapse of applicable statute of limitation | 0 | 0 |
Settlements | 0 | 0 |
Ending balance of unrecognized tax benefits | $ 99 | $ 1,903 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Dec. 12, 2021d$ / sharesshares | Nov. 12, 2021vote | Nov. 06, 2020voteshares | Sep. 14, 2018vote | Sep. 10, 2018$ / sharesshares | Mar. 31, 2021USD ($)investorshares | Dec. 11, 2021shares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)option_holdershares | Nov. 11, 2021shares |
Common and Preferred Shares | ||||||||||
Common stock, shares authorized (in shares) | 400,000 | 20,000 | 500,000,000 | |||||||
Common shares, par value (in usd per share) | $ / shares | $ 0.0001 | |||||||||
Common stock, shares outstanding (in shares) | 73,249,042 | |||||||||
Recapitalization exchange ratio | 591 | |||||||||
Number of common stock, vote per share | vote | 1 | 1 | ||||||||
Dividends, common stock | $ | $ 0 | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | |||||||||
Preferred stock, liquidation preference per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Preferred stock, shares outstanding (in shares) | 163,510 | 0 | ||||||||
Shares issued upon conversion (in shares) | 100 | |||||||||
Threshold number of business days before sending notice of redemption to warrant holders | d | 3 | |||||||||
Number of shares authorized (in shares) | 420,000 | 30,000 | ||||||||
Number of option holders | option_holder | 1 | |||||||||
Number of accredited investors | investor | 3 | |||||||||
Preferred stock, shares issued (in shares) | 163,510 | 0 | ||||||||
Common stock | ||||||||||
Common and Preferred Shares | ||||||||||
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued (in shares) | 14,088,850 | |||||||||
Common share split | 10 | |||||||||
2019 Non-Qualified Stock Option Plan | ||||||||||
Common and Preferred Shares | ||||||||||
Common stock, shares outstanding (in shares) | 100 | |||||||||
Public and Private Warrants | ||||||||||
Common and Preferred Shares | ||||||||||
Term from closing of IPO | 30 days | |||||||||
Warrants term | 5 years | |||||||||
Public Warrants | ||||||||||
Common and Preferred Shares | ||||||||||
Number of securities called by each warrant (in shares) | 1 | |||||||||
Warrants price per share (in usd per share) | $ / shares | $ 11.50 | |||||||||
Warrant redemption maximum Common share price (in dollars per share) | $ / shares | $ 18 | |||||||||
Threshold trading days | d | 20 | |||||||||
Threshold consecutive trading days | d | 30 | |||||||||
Warrants price per share (in usd per share) | $ / shares | $ 0.01 | |||||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||||||||
Series A Preferred Shares | ||||||||||
Common and Preferred Shares | ||||||||||
Preferred stock, shares authorized (in shares) | 20,000 | 10,000 | ||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | |||||||||
Preferred stock, shares outstanding (in shares) | 10,000 | 11,451 | ||||||||
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued (in shares) | 10,000 | 1,451 | 1,451 | |||||||
Preferred shares, number of votes per share | vote | 10 | 1 | ||||||||
Cumulative dividends (as a percent) | 6.00% | |||||||||
Liability associated with accrued dividends | $ | $ 0 | |||||||||
Dividends in arrears | $ | $ 6,884,000 | |||||||||
Option to conversion outstanding ratio | 0.1 | |||||||||
Proceeds from issuance of redeemable preferred stock | $ | $ 20,000,000 | |||||||||
Preferred stock, shares issued (in shares) | 10,000 | 11,451 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions used in the OPM and CSE models (Details) - Series A Preferred Shares $ in Thousands | Dec. 31, 2021USD ($)yr |
Option-pricing method | Time to liquidity | |
Assumptions used in the OPM and CSE models | |
Equity securities, measurement input | yr | 4.15 |
Option-pricing method | Total equity value (in thousands) | |
Assumptions used in the OPM and CSE models | |
Equity Securities, FV-NI | $ 82,000 |
Option-pricing method | Dividend yield | |
Assumptions used in the OPM and CSE models | |
Equity securities, measurement input | 0 |
Option-pricing method | Volatility | |
Assumptions used in the OPM and CSE models | |
Equity securities, measurement input | 0.400 |
Option-pricing method | Risk-free rate | |
Assumptions used in the OPM and CSE models | |
Equity securities, measurement input | 0.003 |
Common-stock equivalent method | Time to liquidity | |
Assumptions used in the OPM and CSE models | |
Equity securities, measurement input | 4.15 |
Common-stock equivalent method | Total equity value (in thousands) | |
Assumptions used in the OPM and CSE models | |
Equity Securities, FV-NI | $ 82,000 |
Common-stock equivalent method | Value per common stock equivalent | |
Assumptions used in the OPM and CSE models | |
Equity securities, measurement input | 562.06 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 06, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Accelerated vesting | 3,724 | |||||||
Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Term of award | 10 years | |||||||
Maximum total number of common shares for which Stock Options may be granted (in shares) | 15,640 | 13,640 | ||||||
Number of shares outstanding (in shares) | 11,850 | 6,921,180 | 6,921,180 | 8,683,952 | 5,823,369 | |||
Share options exchanged (in shares) | 6,925,219 | |||||||
Compensation costs recognized | $ 1,775,000 | $ 1,775,000 | ||||||
Compensation issued or replaced | 151,000 | |||||||
Cash used to settle award | $ 20,597,000 | |||||||
Accelerated cost | $ 19,953,000 | |||||||
Unrecognized compensation cost | $ 33,153,000 | $ 33,153,000 | $ 492,000 | |||||
Unrecognized compensation cost expected to be recognized over a weighted average period | 2 years 11 months 23 days | 3 years 18 days | ||||||
Total fair value of common shares vested | $ 1,349,000 | $ 98,000 | ||||||
Stock options | Share-based Payment Arrangement, Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Percentage of stock options | 25.00% | |||||||
Stock options | Share-based Payment Arrangement, Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Percentage of stock options | 75.00% | |||||||
Restricted Stock Units And Restricted Stock Awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Unrecognized compensation cost expected to be recognized over a weighted average period | 3 years | |||||||
Number of shares outstanding (in shares) | 1,291,492 | 1,291,492 | 1,390,839 | |||||
Unrecognized compensation expense | $ 13,541,000 | $ 13,541,000 | $ 1,160,000 | |||||
Restricted Stock Awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Compensation costs recognized | $ 0 | |||||||
Number of shares outstanding (in shares) | 2,210 | 1,390,839 | 543,475 | |||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Share options exchanged (in shares) | 1,291,492 | |||||||
Compensation costs recognized | 640,000 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 10.98 | |||||||
Vested in period (in shares) | 0 | |||||||
RSUs | Share-based Payment Arrangement, Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Percentage of stock options | 16.67% | |||||||
RSUs | Share-based Payment Arrangement, Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Percentage of stock options | 83.33% | |||||||
Employees Earnout Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Compensation costs recognized | $ 2,166,000 | |||||||
Unrecognized compensation cost expected to be recognized over a weighted average period | 10 months 2 days | |||||||
Number of shares outstanding (in shares) | 1,602,435 | 1,602,435 | 0 | |||||
Unrecognized compensation expense | $ 9,685,000 | $ 9,685,000 | ||||||
Employees Earnout Shares | Share-based Payment Arrangement, Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value (in dollars per share) | 8.35 | |||||||
Employees Earnout Shares | Share-based Payment Arrangement, Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value (in dollars per share) | $ 7.67 | |||||||
2021 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Common stock, outstanding basis, percentage | 7.00% | |||||||
Stock options, maximum outstanding (in shares) | 634,067 | 634,067 | ||||||
Number of shares available for grant (in shares) | 7,722,417 | 7,722,417 | 399,900 | |||||
2021 Plan | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Common stock, outstanding basis, percentage | 4.00% | |||||||
2021 Plan | Employees Earnout Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Maximum number of shares available for issuance (in shares) | 1,178,065 | 1,178,065 | ||||||
2020 sales Bonus Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Cash used to settle award | $ 635,000 |
Share-Based Compensation - weig
Share-Based Compensation - weighted average assumptions used in the Black-Scholes-Merton option-pricing model (Details) | Nov. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock options | |||
Valuation assumptions: | |||
Expected dividend yield | 0.00% | 0.00% | |
Expected volatility, minimum | 35.00% | 35.00% | |
Expected volatility, maximum | 40.20% | 40.20% | |
Risk-free interest rate, minimum | 0.76% | 0.51% | |
Risk-free interest rate, maximum | 1.30% | 2.62% | |
Expected term (years) | 7 years | 7 years | |
Employees Earnout Shares | |||
Valuation assumptions: | |||
Expected dividend yield | 0.00% | ||
Expected volatility | 35.00% | ||
Risk-free interest rate | 0.85% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock option activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | ||
Balance at the beginning (in shares) | 8,683,952 | 5,823,369 |
Granted (in shares) | 1,182,218 | 4,190,067 |
Exercise (in shares) | (2,175,986) | (58,439) |
Forfeited (in shares) | (769,004) | (1,271,045) |
Expired (in shares) | 0 | 0 |
Balance at the end (in shares) | 6,921,180 | 8,683,952 |
Vested options exercisable at the end (in shares) | 1,821,909 | 742,174 |
Weighted average exercise price | ||
Balance at the beginning (in dollars per share) | $ 0.85 | $ 0.85 |
Granted (in dollars per share) | 1.08 | 0.86 |
Exercised (in dollars per share) | 0.87 | 0.85 |
Forfeited (in dollars per share) | 0.87 | 0.85 |
Expired (in dollars per share) | 0 | 0 |
Balance at the end (in dollars per share) | 0.88 | 0.85 |
Vested options exercisable at the end (in dollars per share) | $ 0.87 | $ 0.85 |
Weighted average remaining contractual term and aggregate intrinsic value | ||
Balance at the end (in years) | 8 years 11 months 1 day | 8 years 11 months 8 days |
Vested options exercisable at the end (in years) | 7 years 9 months 10 days | 8 years 3 months |
Aggregate intrinsic value (in thousands) | $ 61,379 | $ 0 |
Vested Options Exercisable | $ 16,185 | $ 0 |
Share-Based Compensation - RSAs
Share-Based Compensation - RSAs (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units And Restricted Stock Awards | ||
Number of shares | ||
Balance at the beginning (in shares) | 1,390,839 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (99,347) | |
Balance at the end (in shares) | 1,291,492 | 1,390,839 |
Restricted Stock Awards | ||
Number of shares | ||
Balance at the beginning (in shares) | 1,390,839 | 543,475 |
Granted (in shares) | 1,098,651 | |
Forfeited (in shares) | (251,287) | |
Balance at the end (in shares) | 1,390,839 | |
Employees Earnout Shares | ||
Number of shares | ||
Balance at the beginning (in shares) | 0 | |
Granted (in shares) | 1,603,322 | |
Forfeited (in shares) | (887) | |
Balance at the end (in shares) | 1,602,435 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)rental_agreement | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of rental agreements for property | 56 |
Number of rental agreements for medical equipment classified as capital leases | 4 |
Loss contingency payments | $ | $ 350 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capital leases | ||
2022 | $ 37 | |
2023 | 37 | |
2024 | 29 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 103 | |
Capital Leases, Future Minimum Payments, Interest Included in Payments | (7) | |
Present value of net minimum capital lease payments | 96 | |
Less current installments of obligations under capital leases | (33) | $ (31) |
Obligations under capital leases, excluding current installments | $ 63 | $ 97 |
Capital leases, interest rate | 6.00% | |
Operating leases | ||
2022 | $ 4,263 | |
2023 | 3,946 | |
2024 | 3,291 | |
2025 | 2,718 | |
2026 | 1,954 | |
Thereafter | 1,044 | |
Total minimum lease payments | $ 17,216 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 12, 2021USD ($)installmentshares | Dec. 09, 2021USD ($)installment | Nov. 19, 2021USD ($)installment | Nov. 12, 2021USD ($)voteinstallment$ / sharesshares | Jun. 28, 2021USD ($)$ / sharesshares | May 01, 2021USD ($) | Feb. 12, 2021USD ($)installment | Dec. 31, 2021USD ($)business_combinationvoteasset_acquisition$ / sharesshares | Dec. 31, 2020USD ($)shares |
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business_combination | 5 | ||||||||
Number of asset acquisition | asset_acquisition | 1 | ||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 10 | ||||||||
Consideration received on transaction | $ 275,000 | ||||||||
Reverse recapitalization, net | $ 762,052 | ||||||||
Reverse recapitalization, equity consideration, value | $ 595,468 | ||||||||
Reverse recapitalization, equity consideration (in shares) | shares | 51,300,000 | ||||||||
Reverse recapitalization, equity consideration (in dollars per share) | $ / shares | $ 10 | ||||||||
Cash acquired through reverse recapitalization | $ 166,584 | ||||||||
Proceeds from recapitalization transaction, exclusive of transaction costs | $ 333,946 | $ 0 | |||||||
Payments as a result of recapitalization transaction | $ (167,510) | $ 0 | |||||||
Reverse recapitalization expenses | $ 39,914 | ||||||||
Accrued reverse recapitalization costs | $ 6,769 | ||||||||
Number of common stock, vote per share | vote | 1 | 1 | |||||||
Recapitalization exchange ratio | 591 | ||||||||
Adjustments to additional paid in capital, reverse recapitalization | $ 142,557 | ||||||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | ||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||||||
Preferred stock, liquidation preference per share (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Preferred stock, shares issued (in shares) | shares | 163,510 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | shares | 163,510 | 0 | |||||||
Pro forma combined revenue | $ 3,023 | $ 202,316 | |||||||
Net loss | 1,454 | 12,195 | |||||||
Acquisition and integration expenses paid | 476 | ||||||||
Common stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of stock issued (in shares) | shares | 17,500,000 | ||||||||
Preferred stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of stock issued (in shares) | shares | 100,000 | ||||||||
Public Warrants | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of securities called by each warrant (in shares) | shares | 1 | ||||||||
Derivative Warrant Liability | |||||||||
Business Acquisition [Line Items] | |||||||||
Class of warrant forfeited (in warrants) | shares | 555,791 | ||||||||
Legacy TOI Earnout Shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration, liability (in shares) | shares | 12,500,000 | ||||||||
Oncology Association PA | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of total consideration transferred | $ 500 | ||||||||
Weighted average useful life | 10 years | ||||||||
Raiker Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration transferred | $ 1,710 | ||||||||
Cash | 892 | ||||||||
Deferred consideration | $ 818 | ||||||||
Number of installments | installment | 2 | ||||||||
Tax deductible goodwill | 1,453 | ||||||||
Grant Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration transferred | $ 1,049 | ||||||||
Cash | 849 | ||||||||
Deferred consideration | $ 200 | ||||||||
Number of installments | installment | 2 | ||||||||
Tax deductible goodwill | 550 | ||||||||
Weighted average useful life | 10 years | ||||||||
Orr Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration transferred | $ 1,016 | ||||||||
Cash | 816 | ||||||||
Deferred consideration | $ 200 | ||||||||
Number of installments | installment | 2 | ||||||||
Tax deductible goodwill | 837 | ||||||||
Weighted average useful life | 10 years | ||||||||
Dave Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration transferred | $ 2,750 | ||||||||
Cash | 2,000 | ||||||||
Deferred consideration | $ 750 | ||||||||
Number of installments | installment | 3 | ||||||||
Tax deductible goodwill | 2,645 | ||||||||
Yang Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration transferred | $ 7,115 | ||||||||
Cash | 4,615 | ||||||||
Deferred consideration | $ 2,500 | ||||||||
Number of installments | installment | 2 | ||||||||
Tax deductible goodwill | $ 6,913 | ||||||||
Weighted average useful life | 10 years | ||||||||
Manuel Zevallos, MD | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 100 | ||||||||
Deferred consideration | $ 50 |
Business Combinations - Summary
Business Combinations - Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition (Details) - USD ($) $ in Thousands | Dec. 09, 2021 | Nov. 19, 2021 | Nov. 12, 2021 | Feb. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated fair value of assets acquired and liabilities assumed: | ||||||
Goodwill | $ 26,626 | $ 14,227 | ||||
2021 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 9,172 | |||||
Deferred | 4,468 | |||||
Fair value of total consideration transferred | 13,640 | |||||
Estimated fair value of assets acquired and liabilities assumed: | ||||||
Cash | 65 | |||||
Accounts receivable | 581 | |||||
Inventory | 242 | |||||
Property and equipment, net | 67 | |||||
Clinical contracts | 745 | |||||
Goodwill | 12,399 | |||||
Total assets acquired | 14,099 | |||||
Accounts payable | 120 | |||||
Accrued liabilities | 7 | |||||
Current portion of long term debt | 332 | |||||
Total liabilities assumed | 459 | |||||
Net assets acquired | $ 13,640 | |||||
Raiker Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 892 | |||||
Deferred | 818 | |||||
Fair value of total consideration transferred | 1,710 | |||||
Estimated fair value of assets acquired and liabilities assumed: | ||||||
Cash | 65 | |||||
Accounts receivable | 398 | |||||
Inventory | 62 | |||||
Property and equipment, net | 0 | |||||
Clinical contracts | 0 | |||||
Goodwill | 1,454 | |||||
Total assets acquired | 1,979 | |||||
Accounts payable | 120 | |||||
Accrued liabilities | 0 | |||||
Current portion of long term debt | 149 | |||||
Total liabilities assumed | 269 | |||||
Net assets acquired | $ 1,710 | |||||
Grant Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 849 | |||||
Deferred | 200 | |||||
Fair value of total consideration transferred | 1,049 | |||||
Estimated fair value of assets acquired and liabilities assumed: | ||||||
Cash | 0 | |||||
Accounts receivable | 0 | |||||
Inventory | 49 | |||||
Property and equipment, net | 0 | |||||
Clinical contracts | 450 | |||||
Goodwill | 550 | |||||
Total assets acquired | 1,049 | |||||
Accounts payable | 0 | |||||
Accrued liabilities | 0 | |||||
Current portion of long term debt | 0 | |||||
Total liabilities assumed | 0 | |||||
Net assets acquired | 1,049 | |||||
Orr Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 816 | |||||
Deferred | 200 | |||||
Fair value of total consideration transferred | 1,016 | |||||
Estimated fair value of assets acquired and liabilities assumed: | ||||||
Cash | 0 | |||||
Accounts receivable | 183 | |||||
Inventory | 16 | |||||
Property and equipment, net | 13 | |||||
Clinical contracts | 150 | |||||
Goodwill | 837 | |||||
Total assets acquired | 1,199 | |||||
Accounts payable | 0 | |||||
Accrued liabilities | 0 | |||||
Current portion of long term debt | 183 | |||||
Total liabilities assumed | 183 | |||||
Net assets acquired | $ 1,016 | |||||
Dave Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 2,000 | |||||
Deferred | 750 | |||||
Fair value of total consideration transferred | 2,750 | |||||
Estimated fair value of assets acquired and liabilities assumed: | ||||||
Cash | 0 | |||||
Accounts receivable | 0 | |||||
Inventory | 0 | |||||
Property and equipment, net | 35 | |||||
Clinical contracts | 77 | |||||
Goodwill | 2,645 | |||||
Total assets acquired | 2,757 | |||||
Accounts payable | 0 | |||||
Accrued liabilities | 7 | |||||
Current portion of long term debt | 0 | |||||
Total liabilities assumed | 7 | |||||
Net assets acquired | $ 2,750 | |||||
Yang Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 4,615 | |||||
Deferred | 2,500 | |||||
Fair value of total consideration transferred | 7,115 | |||||
Estimated fair value of assets acquired and liabilities assumed: | ||||||
Cash | 0 | |||||
Accounts receivable | 0 | |||||
Inventory | 115 | |||||
Property and equipment, net | 19 | |||||
Clinical contracts | 68 | |||||
Goodwill | 6,913 | |||||
Total assets acquired | 7,115 | |||||
Accounts payable | 0 | |||||
Accrued liabilities | 0 | |||||
Current portion of long term debt | 0 | |||||
Total liabilities assumed | 0 | |||||
Net assets acquired | $ 7,115 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Revenue | $ 3,023 | $ 202,316 |
Net loss | $ 1,454 | $ 12,195 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Consolidated Financial Statements of VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and restricted cash | $ 115,174 | $ 5,998 | $ 2,446 |
Accounts receivable | 20,007 | 17,146 | |
Other receivables | 1,237 | 113 | |
Inventories, net | 6,438 | 4,354 | |
Prepaid expenses | 11,200 | 2,109 | |
Total current assets | 154,056 | 29,720 | |
Other assets | 320 | 122 | |
Intangible assets, net | 18,245 | 19,516 | |
Goodwill | 26,626 | 14,227 | |
Total assets | 203,439 | 65,689 | |
Current portion of long-term debt | |||
Accounts payable | 15,559 | 12,643 | |
Income taxes payable | 132 | 1,144 | |
Accrued expenses and other current liabilities | 13,924 | 9,452 | |
Current portion of long-term debt | 183 | 5,368 | |
Total current liabilities | 29,798 | 28,607 | |
Other non-current liabilities | 6,900 | 807 | |
Deferred income taxes liability | 371 | 1,613 | |
Total liabilities | 99,280 | 37,588 | |
Variable interest entity | |||
Current assets: | |||
Cash and restricted cash | 1,618 | 20 | |
Accounts receivable | 20,007 | 17,146 | |
Other receivables | 935 | 49 | |
Inventories, net | 6,438 | 4,354 | |
Prepaid expenses | 781 | 719 | |
Total current assets | 29,779 | 22,288 | |
Other assets | 276 | 201 | |
Intangible assets, net | 1,181 | 0 | |
Goodwill | 11,096 | 150 | |
Total assets | 42,332 | 22,639 | |
Current portion of long-term debt | |||
Accounts payable | 14,204 | 11,953 | |
Income taxes payable | 132 | 0 | |
Accrued expenses and other current liabilities | 5,539 | 6,039 | |
Current portion of long-term debt | 183 | 2,000 | |
Amounts due to affiliates | 56,312 | 19,883 | |
Total current liabilities | 76,370 | 39,875 | |
Other non-current liabilities | 3,203 | 551 | |
Deferred income taxes liability | 6 | 0 | |
Total liabilities | $ 79,579 | $ 40,426 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entities | ||
Net loss attributable to TOI | $ 10,927 | $ 14,322 |
Variable interest entity | ||
Variable Interest Entities | ||
Net loss attributable to TOI | 10,927 | 14,322 |
Net loss attributable to noncontrolling interest | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 26,479 | $ 25,234 |
Accumulated amortization | (8,234) | (5,718) |
Net carrying amount | $ 18,245 | $ 19,516 |
Payor contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years | 10 years |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 19,400 | $ 18,900 |
Accumulated amortization | (6,152) | (4,283) |
Net carrying amount | $ 13,248 | $ 14,617 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years | 10 years |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 4,170 | $ 4,170 |
Accumulated amortization | (1,350) | (945) |
Net carrying amount | $ 2,820 | $ 3,225 |
Clinical contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years | 10 years |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 2,909 | $ 2,164 |
Accumulated amortization | (732) | (490) |
Net carrying amount | $ 2,177 | $ 1,674 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Year ending December 31: | ||
2022 | $ 2,684 | |
2023 | 2,639 | |
2024 | 2,639 | |
2025 | 2,639 | |
2026 | 2,617 | |
Thereafter | 5,027 | |
Total | $ 18,245 | $ 19,516 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Aggregate amortization expense - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Total segment amortization | $ 2,516 | $ 2,487 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Goodwill | $ 26,626 | $ 14,227 |
Patient services | ||
Goodwill [Line Items] | ||
Goodwill | 21,443 | 9,044 |
Dispensary | ||
Goodwill [Line Items] | ||
Goodwill | 4,551 | 4,551 |
Clinical trials & other | ||
Goodwill [Line Items] | ||
Goodwill | $ 632 | $ 632 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Gross goodwill | $ 14,227 | $ 14,077 | |
Goodwill acquired during the period | $ 12,399 | 150 | |
Accumulated impairment losses | 0 | 0 | |
Goodwill, net as of December 31 | $ 26,626 | $ 14,227 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to TOI (in thousands) | $ (10,927) | $ (14,322) |
Basic weighted average shares outstanding (in shares) | 66,230,606 | 59,117,723 |
Diluted weighted average shares outstanding (in shares) | 66,230,606 | 59,117,723 |
Basic net loss per share attributable to TOI (in usd per share) | $ (0.16) | $ (0.24) |
Diluted net loss per share attributable to TOI (in usd per share) | $ (0.16) | $ (0.24) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,921,180 | 8,683,952 |
RSUs | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,291,492 | 1,390,839 |
Earnout Shares | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,602,435 | 0 |
Public Warrants | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,749,986 | 0 |
Private Warrants | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,177,542 | 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Summarize
Segment Information - Summarized financial information for the Company's segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | ||
Consolidated revenue | $ 203,003 | $ 187,515 |
Total segment depreciation expense | 826 | 691 |
Total segment amortization | 2,516 | 2,487 |
Selling, general and administrative expense | 83,365 | 41,898 |
Non-segment depreciation and amortization | 3,341 | 3,178 |
Loss from operations | (45,858) | (8,197) |
Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 203,003 | 187,515 |
Total segment direct costs | 162,155 | 150,636 |
Total segment depreciation expense | 783 | 947 |
Total segment amortization | 2,516 | 2,076 |
Total segment operating income | 37,549 | 33,856 |
Selling, general and administrative expense | 83,365 | 41,898 |
Non-segment assets | ||
Segment Reporting Information | ||
Non-segment depreciation and amortization | 42 | 155 |
Patient services | Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 124,074 | 116,817 |
Total segment direct costs | 99,401 | 95,747 |
Total segment depreciation expense | 659 | 940 |
Total segment amortization | 2,305 | 1,863 |
Total segment operating income | 21,709 | 18,267 |
Dispensary | Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 72,550 | 63,890 |
Total segment direct costs | 62,102 | 53,907 |
Total segment depreciation expense | 1 | 0 |
Total segment amortization | 0 | 0 |
Total segment operating income | 10,447 | 9,983 |
Clinical trials & other | Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 6,379 | 6,808 |
Total segment direct costs | 652 | 982 |
Total segment depreciation expense | 123 | 7 |
Total segment amortization | 211 | 213 |
Total segment operating income | $ 5,393 | $ 5,606 |
Segment Information - Assets (D
Segment Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information | ||
Total assets | $ 203,439 | $ 65,689 |
Non-segment assets | ||
Segment Reporting Information | ||
Total assets | 140,435 | 19,437 |
Patient services | Operating segments | ||
Segment Reporting Information | ||
Total assets | 44,223 | 36,446 |
Dispensary | Operating segments | ||
Segment Reporting Information | ||
Total assets | 4,277 | 4,319 |
Clinical trials & other | Operating segments | ||
Segment Reporting Information | ||
Total assets | $ 14,504 | $ 5,487 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Total related party payments | $ 744 | $ 641 |
Affiliated Entity | American Institute of Research | ||
Related Party Transactions | ||
Total related party payments | 152 | 159 |
Affiliated Entity | Havencrest Capital Management, LLC | ||
Related Party Transactions | ||
Total related party payments | 166 | 233 |
Affiliated Entity | M33 Growth LLC | ||
Related Party Transactions | ||
Total related party payments | 353 | 183 |
Affiliated Entity | Mark L. Pacala | ||
Related Party Transactions | ||
Total related party payments | 0 | 3 |
Affiliated Entity | Richy Agajanian MD | ||
Related Party Transactions | ||
Total related party payments | 21 | 24 |
Affiliated Entity | Veeral Desai | ||
Related Party Transactions | ||
Total related party payments | 52 | 38 |
Affiliated Entity | Roca Partners LLC | ||
Related Party Transactions | ||
Total related party payments | $ 0 | $ 1 |