Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Address, Address Line Two | 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 | $ 125.7 | ||
Entity Common Stock, Shares Outstanding | 74,551,556 | ||
Documents Incorporated by Reference | Part III of this Form 10-K incorporates by reference information from the registrant’s proxy statement for the annual meeting of stockholders expected to be held on June 15, 2023. | ||
Entity Central Index Key | 0001799191 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | TOI | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | TOIIW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 243 |
Auditor Name | BDO USA, LLP |
Auditor Location | Costa Mesa, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents (includes restricted cash of $0 and $875 as of December 31, 2022 and December 31, 2021) | $ 14,010 | $ 115,174 |
Marketable securities | 59,796 | 0 |
Accounts receivable | 39,816 | 20,007 |
Other receivables | 617 | 1,237 |
Inventories, net | 9,261 | 6,438 |
Prepaid expenses | 6,918 | 11,200 |
Total current assets | 130,418 | 154,056 |
Non-current investments | 58,354 | 0 |
Property and equipment, net | 8,547 | 4,192 |
Operating right of use assets | 24,494 | 0 |
Intangible assets, net | 17,957 | 18,245 |
Goodwill | 21,418 | 26,626 |
Other assets | 477 | 320 |
Total assets | 261,665 | 203,439 |
Current liabilities: | ||
Accounts payable | 9,372 | 15,559 |
Current portion of operating lease liabilities | 5,498 | 0 |
Current portion of long-term debt | 0 | 183 |
Income taxes payable | 255 | 132 |
Accrued expenses and other current liabilities | 14,595 | 13,924 |
Total current liabilities | 29,720 | 29,798 |
Operating lease liabilities | 22,060 | 0 |
Derivative warrant liabilities | 350 | 2,193 |
Derivative earnout liabilities | 803 | 60,018 |
Conversion option derivative liabilities | 3,960 | 0 |
Long-term debt, net of unamortized debt issuance costs | 80,621 | 0 |
Other non-current liabilities | 868 | 6,900 |
Deferred income taxes liability | 108 | 371 |
Total liabilities | 138,490 | 99,280 |
Commitments and contingencies (Note 15) | 0 | 0 |
Stockholders’ equity: | ||
Common Stock, $0.0001 par value, authorized 500,000,000 shares; 73,265,621 and 73,249,042 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 7 | 7 |
Series A Convertible Preferred Stock, $0.0001 par value, authorized 10,000,000 shares; 165,045 and 163,510 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 186,250 | 167,386 |
Accumulated deficit | (63,082) | (63,234) |
Total stockholders’ equity | 123,175 | 104,159 |
Total liabilities and stockholders’ equity | $ 261,665 | $ 203,439 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted cash | $ 0 | $ 875 |
Common shares, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 73,265,621 | 73,249,042 |
Common stock, shares outstanding (in shares) | 73,265,621 | 73,249,042 |
Series A preferred shares, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Series A preferred shares, authorized (in shares) | 10,000,000 | 10,000,000 |
Series A preferred shares, shares issued (in shares) | 165,045 | 163,510 |
Series A preferred shares, outstanding (in shares) | 165,045 | 163,510 |
Total assets | $ 261,665 | $ 203,439 |
Total liabilities | 138,490 | 99,280 |
Variable Interest Entity | ||
Total assets | 70,994 | 42,332 |
Total liabilities | $ 154,572 | $ 79,579 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Total operating revenue | $ 252,483,000 | $ 203,003,000 |
Operating expenses | ||
Goodwill impairment charges | 9,944,000 | 0 |
Selling, general and administrative expense | 119,689,000 | 83,365,000 |
Depreciation and amortization | 4,411,000 | 3,341,000 |
Total operating expenses | 334,434,000 | 248,861,000 |
Loss from operations | (81,951,000) | (45,858,000) |
Other non-operating expense (income) | ||
Interest expense, net | 4,082,000 | 320,000 |
Change in fair value of derivative warrant liabilities | (1,843,000) | (3,686,000) |
Change in fair value of earnout liabilities | (59,215,000) | (24,891,000) |
Change in fair value of conversion option derivative liabilities | (24,200,000) | 0 |
Gain on loan forgiveness | (183,000) | (4,957,000) |
Other, net | (501,000) | (1,046,000) |
Total other non-operating income | (81,860,000) | (34,260,000) |
Loss before provision for income taxes | (91,000) | (11,598,000) |
Income tax benefit | 243,000 | 671,000 |
Net income (loss) | 152,000 | (10,927,000) |
Net income (loss) per share attributable to common stockholders: | ||
Net income (loss) attributable to common stockholders, basic | $ 68,000 | $ (10,628,000) |
Weighted-average number of shares outstanding, basic (in shares) | 72,793,497 | 66,230,606 |
Net income (loss) per share attributable to common stockholders, basic (in usd per share) | $ 0 | $ (0.16) |
Net loss attributable to common stockholders, diluted | $ (16,980,000) | $ (10,628,000) |
Weighted-average number of shares outstanding, diluted (in shares) | 80,605,600 | 66,230,606 |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (0.21) | $ (0.16) |
Patient services | ||
Revenue | ||
Total operating revenue | $ 166,785,000 | $ 124,074,000 |
Operating expenses | ||
Direct costs | 134,761,000 | 99,401,000 |
Dispensary | ||
Revenue | ||
Total operating revenue | 79,343,000 | 72,550,000 |
Operating expenses | ||
Direct costs | 65,111,000 | 62,102,000 |
Clinical trials & other | ||
Revenue | ||
Total operating revenue | 6,355,000 | 6,379,000 |
Operating expenses | ||
Direct costs | $ 518,000 | $ 652,000 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock Series A Convertible Preferred Stock | Additional paid in capital | Retained Earnings/ (Accumulated Deficit) |
Balance at beginning (in shares) at Dec. 31, 2020 | 59,160,192 | ||||
Balance at beginning (in shares) at Dec. 31, 2020 | 0 | ||||
Balance at beginning at Dec. 31, 2020 | $ 28,101 | $ 6 | $ 0 | $ 80,402 | $ (52,307) |
Changes in Stockholders' Equity | |||||
Net income (loss) | (10,927) | (10,927) | |||
Common stock issued in connection with the Closing of the Business Combination (refer to Note 1) (in shares) | 14,088,850 | ||||
Common stock issued in connection with the Closing of the Business Combination (refer to Note 1) | 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 | 73,249,042 | 73,249,042 | |||
Balance at ending (in shares) at Dec. 31, 2021 | 163,510 | 163,510 | |||
Balance at ending at Dec. 31, 2021 | $ 104,159 | $ 7 | $ 0 | 167,386 | (63,234) |
Changes in Stockholders' Equity | |||||
Net income (loss) | 152 | 152 | |||
Issuance of common stock upon vesting of RSUs (in shares) | 696,690 | ||||
Issuance of common stock upon exercise of options (in shares) | 973,389 | ||||
Issuance of common stock upon exercise of options | $ 858 | 858 | |||
Exchange of common stock for preferred stock (in shares) | 153,500 | 1,535 | |||
Repurchase and retirement of common stock from related party (in shares) | (1,500,000) | (1,500,000) | |||
Repurchase and retirement of common stock from related party | $ (9,000) | (9,000) | |||
Net settlement of taxes for equity awards | (413) | (413) | |||
Share-based compensation expense | $ 27,419 | 27,419 | |||
Balance at ending (in shares) at Dec. 31, 2022 | 73,265,621 | 73,265,621 | |||
Balance at ending (in shares) at Dec. 31, 2022 | 165,045 | 165,045 | |||
Balance at ending at Dec. 31, 2022 | $ 123,175 | $ 7 | $ 0 | $ 186,250 | $ (63,082) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 152,000 | $ (10,927,000) |
Adjustments to reconcile net income (loss) to cash, cash equivalents, and restricted cash used in operating activities: | ||
Depreciation and amortization | 4,411,000 | 3,341,000 |
Amortization of debt issuance costs | 2,444,000 | 53,000 |
Goodwill impairment charges | 9,944,000 | 0 |
Share-based compensation | 27,683,000 | 24,535,000 |
Decrease in fair value of liability classified warrants | (1,843,000) | (3,686,000) |
Decrease in fair value of liability classified earnouts | (59,215,000) | (24,891,000) |
Decrease in fair value of liability classified conversion option derivatives | (24,200,000) | 0 |
Unrealized (gain) loss on investments | 378,000 | 0 |
Accretion of discount on investment securities | (1,020,000) | 0 |
Deferred taxes | (263,000) | (1,242,000) |
Gain on loan forgiveness | (183,000) | (4,957,000) |
Bad debt expense (recovery) | 476,000 | (417,000) |
Loss on disposal of property and equipment | 21,000 | 0 |
Changes in operating assets and liabilities, net of business combinations: | ||
Accounts receivable | (20,285,000) | (2,195,000) |
Inventories | (1,732,000) | (1,842,000) |
Other receivables | 620,000 | (792,000) |
Prepaid expenses | 4,282,000 | (9,091,000) |
Operating lease right-of-use assets | 5,404,000 | |
Other assets | (157,000) | (198,000) |
Accrued expenses and other current liabilities | 2,349,000 | (3,084,000) |
Income taxes payable | 123,000 | (1,012,000) |
Accounts payable | (6,187,000) | 2,916,000 |
Current and long-term operating lease liabilities | (3,801,000) | 0 |
Other non-current liabilities | (1,157,000) | 809,000 |
Net cash, cash equivalents, and restricted cash used in operating activities | (61,756,000) | (32,680,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,529,000) | (2,847,000) |
Purchases of intangible asset in practice acquisitions | 0 | (200,000) |
Cash paid for practice acquisitions, net | (8,577,000) | (9,107,000) |
Purchases of marketable securities/investments | (117,508,000) | 0 |
Net cash, cash equivalents, and restricted cash used in investing activities | (131,614,000) | (12,154,000) |
Cash flows from financing activities: | ||
Proceeds from recapitalization transaction | 0 | 333,946,000 |
Transaction costs | 0 | (33,145,000) |
Payments as a result of recapitalization transaction | 0 | (167,510,000) |
Proceeds from issuance of long-term debt | 110,000,000 | |
Transactions costs related to issuance of long-term debt | (3,663,000) | 0 |
Proceeds from financing of insurance payments | 0 | 8,429,000 |
Payments made for financing of insurance payments | (5,009,000) | (409,000) |
Payment of deferred consideration liability for acquisition | (509,000) | (50,000) |
Principal payments on long-term debt | 0 | (7,219,000) |
Principal payments on financing leases | (58,000) | |
Principal payments on financing leases | (32,000) | |
Payments for Repurchase of Common Stock | (9,000,000) | 0 |
Common stock issued for options exercised | 858,000 | 0 |
Taxes for common stock net settled | (413,000) | 0 |
Issuance of Legacy TOI preferred stock | 0 | 20,000,000 |
Net cash, cash equivalents, and restricted cash provided by financing activities | 92,206,000 | 154,010,000 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (101,164,000) | 109,176,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 115,174,000 | 5,998,000 |
Cash, cash equivalents, and restricted cash at end of period | 14,010,000 | 115,174,000 |
Cash paid for: | ||
Income taxes | 150,000 | 1,727,000 |
Interest | 224,000 | 275,000 |
Supplemental disclosure of noncash investing and financing activities: | ||
Reclassification of public warrant derivative liability related to the recapitalization transaction into equity | 0 | 10,580,000 |
Fair value of assets acquired as part of acquisition (except for cash and goodwill) | 0 | 1,175,000 |
Deferred consideration as part of practice acquisitions | 0 | 4,468,000 |
Discount on senior secured convertible note | $ 28,160,000 | $ 0 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2022 | |
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 Combinati on"). 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"), The Oncology Institute of Hope and Innovation Patient Safety Organization, LLC, 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 subsi diaries (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, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company, through it consolidating subsidiary TOI Clinical Research, LLC ("TCR"), performs cancer clinical trials through a network of cancer care specialists. TCR conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world. The Company has 101 oncologists and mid-level professionals across 62 clinic locations located within five states: California, Florida, Arizona, Nevada, and Texas. 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, Medi-Cal, and commercial patients. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 TOI PCs, which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of December 31, 2022, TOI held variable interest in TOI CA, The Oncology Institute FL, LLC, a Professional Corporation ("TOI FL"), and The Oncology Institute TX, a Professional Association ("TOI TX"), all 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 stockholders 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”). The company first assesses whether an acquisition constitutes a business combination or asset acquisition by applying the screening test and analyzing whether the acquired entity has substantive inputs, processes, and the ability to produce outputs. Upon concluding an acquisition is a business combination, 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 DFPH, 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 services, 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 identifiable 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 Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities such as our preferred stock and convertible note. Basic and diluted net income (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 and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options, restricted stock units, Medical RSUs (defined in Note 14), earnout shares (defined in Note 14), public warrants, private placement warrants, and Senior Secured Convertible Notes (defined in Note 11). The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants, and private placement warrants. The if-converted method is used to calculate the potentially dilutive effect of the Senior Secured Notes. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted net income (loss) per share until the market conditions have been met (see more detail on the earnout shares in Note 14). The Medical RSUs (defined in Note 14) are also contingently issuable; therefore, they are excluded from basic net income (loss) per share until the performance and service conditions have been met (see more detail in Note 14). Further, the number of contingently issuable Medical RSUs included in diluted net income (loss) per share is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period and if the result would be dilutive. For the periods presented, the public and private placement warrants are out of the money; therefore, the public and private placement warrants are antidilutive and excluded from diluted net income 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 capitation revenue is recognized 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 & Other 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, Restricted Cash, and Cash Equivalents 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. The Company considers all highly liquid investments that are both readily convertible into cash and mature within 90 days from the date of purchase to be cash equivalents. As of December 31, 2022, the Company's cash equivalents consist of U.S. Treasury bills with a maturity date less than 90 days from the date of purchase. 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, 2022 and 2021, the Company does not have an allowance for doubtful accounts. Inventories, net 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, 2022 and 2021. 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 Effective January 1, 2022, the Company accounts for its leasing arrangements in accordance with Accounting Standards Codification, Topic No. 842, Leases ("ASC 842"), which requires lessees to recognize assets and liabilities for most leases. The Company evaluates whether an arrangement is or contains a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of an identified asset for a period of time in exchange for consideration. Upon lease commencement, the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. The Company applied certain practical expedients permitted under the transition guidance, including the package of practical expedients, which permits the Company not to reassess its prior conclusions related to lease identification, lease classification, and initial direct costs capitalization. The Company solely acts as a lessee and its leases primarily consist of operating leases for its real estate in the states in which the Company operates. The Company has other operating and financing leases for various clinical and non-clinical equipment. Generally, upon the commencement of a lease, the Company will record a right-of-use (“ROU”) asset and lease liability. An ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. The Company uses its incremental borrowing rate, based on the information available at the later of adoption, inception, or modification in determining the present value of lease payments. ROU assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received) and initial direct costs, at the lease commencement date. The Company has elected to account for lease and non-lease components as a single lease component for all underlying classes of assets. As a result, the fixed payments that would otherwise be allocable to the non-lease components are accounted for as lease payments and included in the measurement of the Company’s right-of-use asset and lease liability. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The operating lease payments are recognized as an expense on a straight-line basis over the lease term. The lease term includes any period covered by renewal options available that the Company is reasonably certain to exercise and any options to terminate the lease that the Company is not reasonably certain to exercise. The Company displays ROU assets, current lease liabilities, and long term lease liabilities arising from operating leases as separate line items on the consolidated balance sheet. The Company includes ROU assets, current lease liabilities, and long term lease liabilities arising from finance leases within property and equipment, net; accrued expenses and other current liabilities; and other non-current liabilities. For years 2021 and prior, the 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 other non-current liabilities Goodwill The Company accounts for goodwill under Accounting Standards Codification Topic No. 350, Intangibles - 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. During the year ended December 31, 2022, the Company's share price experienced significant declines. The Company performed a qualitative analysis of impairment over goodwill and noted the following indicators of potential impairment: (i) underperformance in one or more reporting units, (ii) the continued threat of a national recession, and (iii) interest rates rising in response to persistent inflation. Based on these indicators, the Company proceeded to perform a quantitative analysis of potential impairment of goodwill by comparing the fair value of goodwill at each reporting unit to the carrying value. The quantitative assessment considers fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s quantitative analysis considered and evaluated each of the three traditional approaches to value: the income approach, the market approach, and the asset approach. The Company primarily relied on the discounted cash flow method within the income approach and the guideline public company method to value the reporting units. Impairment charges are based on both historic and future expected business results that no longer support the carrying value of the reporting unit. The quantitative assessment determined that goodwill was impaired. As a result, the Company recorded an impairment charge of $9,944 to goodwill. For the year ended December 31, 2021 , the Company performed a qualitative analysis and determined that there were no indicators of impairment. Therefore, no goodwill impairment charge was recorded. Intangible Assets 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. For the years ended December 31, 2022 and 2021 , the Company performed a qualitative analysis and determined that there were no indicators of impairment. Therefore, no impairment charge of its finite-lived intangible assets was recorded. Investments in Marketable Securities The Company's investments in marketable securities are classified as available-for-sale and are carried at fair value. The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments ("ASC 825"), where changes in fair value are recorded in unrealized gains (losses), net on the Company's Consolidated Statements of Operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as current assets if the maturity date is less than one year from the |
Significant Risks and Uncertain
Significant Risks and Uncertainties Including Business and Credit Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
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, accounts receivable, and investment securities. Cash accounts in a financial institution may, at times, exceed the Federal Deposit Insurance Corporation 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. The Company's investment securities portfolio is managed by a third party vendor to provide a relatively stable source of investment income from excess liquidity while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk, and interest rate risk. Revenue Concentration Risk The concentration of net revenue on a percentage basis for major payors for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, 2022 2021 Percentage of Net Revenue: Payor A 13 % 17 % Payor B 16 % 14 % The concentration of gross receivables on a percentage basis for major payors at December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 Percentage of Gross Receivables: Payor B 13 % 19 % Payor C 10 % 14 % 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 for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, 2022 2021 Percentage of Cost of Sales: Vendor A 76 % 50 % Vendor B 21 % 48 % The concentration of gross payables on a percentage basis for major payors at December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 Percentage of Gross Payables: Vendor A 66 % 39 % Vendor B N/A 47 % 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 and 2022. Where applicable, the impact resulting from the COVID-19 pandemic 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 passed legislation, promulgated regulations, and took 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 authorized $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 provided 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, 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 directly received $4,993 in Paycheck Protection Program (“PPP”) loans under the CARES Act and indirectly received an additional $332 in PPP loans through acquisitions (see Note 16). 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. The Company elected to account for the loans as current debt until such loans were forgiven. Forgiveness for $4,957 of the PPP loans was received during the year ended December 31, 2021. As of December 31, 2022, the balance of all PPP loans has been forgiven. A s such, the Company recognized the loan principal balance and accrued interest as a gain on loan forgiveness in the C onsolidated Statement of Operations. 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 , the Medicare accelerated payments are reflected within accrued expenses and other current liabilities in the consolidated balance sheets. As of December 31, 2022, the Company repaid all advances received from CMS under the Accelerated and Advance Payment Program. 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 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts 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, 2022 and December 31, 2021 consist of the following: (in thousands) December 31, 2022 December 31, 2021 Oral drug accounts receivable $ 4,165 $ 2,097 Capitated accounts receivable 1,623 665 FFS accounts receivable 26,313 12,530 Clinical trials accounts receivable 2,443 1,823 Other trade receivables 5,272 2,892 Total $ 39,816 $ 20,007 During the years ended December 31, 2022 and 2021, the Company had net bad debt recoveries of $169, and bad debt recoveries of $465, respectively, and bad debt expense of $307 and $48, 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. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Patient services Capitated revenue $ 61,341 $ 54,285 FFS revenue 105,444 69,789 Subtotal 166,785 124,074 Dispensary revenue 79,343 72,550 Clinical research trials and other revenue 6,355 6,379 Total $ 252,483 $ 203,003 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, 2022 and December 31, 2021. Refer to Note 4 for accounts receivable as of December 31, 2022 and December 31, 2021. Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. As of December 31, 2022 and December 31, 2021, contract liabilities amounted to $1,139 and $220, respectively. Contract liabilities are included within other current liabilities and presented in Note 9 along with refund liabilities. 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, 2022 | |
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, 2022 and December 31, 2021 were as follows: (in thousands) December 31, 2022 December 31, 2021 Oral drug inventory $ 2,130 $ 1,484 IV drug inventory 7,131 4,954 Total $ 9,261 $ 6,438 |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value Measurements | Marketable Securities and Fair Value Measurements Marketable Securities The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, where changes in fair value are recorded in Other non-operating expense (income) on the Company's Consolidated Statements of Operations. The Company’s investments in cash equivalents and marketable securities at December 31, 2022 is as follows: December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents: U.S. Treasury Bills $ 2,573 $ — $ — $ 2,573 Marketable securities: Short-term U.S. Treasuries 59,876 6 (86) 59,796 Long-term U.S. Treasuries 58,652 — (298) 58,354 Total available for sale securities $ 121,101 $ 6 $ (384) $ 120,723 The contractual maturities of the Company's investments in cash equivalents and marketable securities as of December 31, 2022 is as follows: (in thousands) Due in One Year or less Due After One Year through Five Years Due After Five Years Total Cash equivalents: U.S. Treasury Bills $ 2,573 $ — $ — $ 2,573 Marketable securities: Short-term U.S. Treasuries 59,796 — — 59,796 Long-term U.S. Treasuries 10,523 47,831 — 58,354 Total available for sale securities $ 72,892 $ 47,831 $ — $ 120,723 The Company recorded a net unrealized loss of $378 for the year ended December 31, 2022. At December 31, 2022, eight securities were in an unrealized loss position. The decline in fair value of our securities since acquisition was attributable to a combination of changes in interest rates and general volatility in the credit market conditions in response to the economic uncertainty caused by the global pandemic, rising inflation, and conflict between Russia and Ukraine. We do not currently intend to sell any of the securities in an unrealized loss position and further believe, it is more likely than not, that we will not be required to sell these securities before their anticipated recovery. There were no investment securities held as of December 31, 2021. Accrued interest receivable on cash equivalents and marketable securities was $274 and $0, respectively, at December 31, 2022 and December 31, 2021, and is included within other receivables Fair Value Measurements The following tables present the carrying amounts of the Company’s financial instruments at December 31, 2022 and December 31, 2021: December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets: Treasury bills $ 2,573 $ — $ 2,573 — Marketable securities 59,796 — 59,796 — Non-current investments 58,354 — 58,354 — Goodwill 21,418 — — 21,418 Financial liabilities: Derivative warrant liabilities $ 350 — — $ 350 Earnout liabilities 803 — — 803 Conversion option derivative liabilities 3,960 — — 3,960 December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Financial liabilities: Derivative warrant liabilities 2,193 — — 2,193 Earnout liabilities 60,018 — — 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 Company measures its investments (including cash equivalents, marketable securities, and non-current investments) at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy. Investment securities, including U.S. Treasury Bills purchased in the secondary market and U.S. Treasury bonds, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies. The Company measures its derivative warrant, earnout, convertible note warrant derivative liability, optional redemption derivative liability and conversion option derivative liability on a recurring basis and classifies those instruments within Level 3 of the fair value hierarchy because unobservable inputs are used to measure fair value. See Note 2 for a summary of the Company’s policies relating to fair value measurements, and Note 11 for more detail on the convertible note warrant, optional redemption, and conversion option derivative liabilities. The Company measures goodwill at fair value on a nonrecurring basis and classifies goodwill within Level 3 of the fair value hierarchy. Due to significant declines in the Company's share price d uring the year ended December 31, 2022, the Company performed qualitative and quantitative analysis of impairment over goodwill and determined goodwill was impaired. As a result, the Company recorded an impairment charge of $9,944. Goodwill was valued using an equally weighted income approach and market approach. The unobservable inputs utilized in determining the fair value of the goodwill, which is categorized as a Level 3 instrument, are the discount rate of 25.0% and various revenue growth rates utilized in the financial forecast of future cash flows. See Note 2 for further detail on the impairment evaluation and Note 18 for goodwill. 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, 2022: (in thousands) Private Warrant Liability Earnout Liability Conversion Option Derivative 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 $ — Conversion option derivative liability acquired (See Note 11 for detail) — — 28,160 Decrease in fair value included in other expense (1,843) (59,215) (24,200) Balance at December 31, 2022 $ 350 $ 803 $ 3,960 The derivative warrant and earnout liabilities were valued using a Binomial Lattice and Monte-Carlo Simulation Model, respectively, which are considered to be Level 3 fair value measurements. The convertible note warrant and conversion option derivative liabilities were valued using the Binomial Lattice and Black-Scholes Models, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of our Level 3 liabilities is the expected volatility of the common stock. A summary of the inputs used in the valuations is as follows: December 31, 2022 Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Convertible Note Warrant Derivative Liability Conversion Option Derivative Liability Unit price $ 1.65 $ 1.65 $ 1.65 $ 1.65 $ 1.65 Term (in years) 3.87 1.54 1.55 4.61 4.61 Volatility 71.80 % 70.00 % 70.00 % 40.00 % 40.00 % Risk-free rate 4.08 % 4.45 % 4.45 % 3.99 % 3.99 % Dividend yield — — — — — Cost of equity — 13.60 % 13.60 % — — December 31, 2021 Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Unit price $ 9.75 $ 9.75 $ 9.75 Term (in years) 4.87 1.87 2.87 Volatility 12.80 % 35.00 % 35.00 % Risk-free rate 1.24 % 0.94 % 0.94 % Dividend yield — — — Cost of equity — 11.14 % 11.14 % On August 9, 2022, the Company issued a senior secured convertible note that contains embedded warrant, optional redemption, and conversion option features. Due to the economic disincentive to redeem and the make whole amount that would be required to be paid, it is highly unlikely that the optional redemption would occur, reducing the value during the period to a qualitatively immaterial amount. See Note 11 for additional detail. A summary of the inputs used in the initial measurement of the convertible note warrant and conversion option derivative liabilities is as follows: August 9, 2022 (Initial Measurement) Convertible Note Warrant Derivative Liability Conversion Option Derivative Liability Unit price $ 6.63 $ 6.63 Term (in years) 5.00 5.00 Volatility 42.5 % 42.5 % Risk-free rate 3.0 % 3.0 % Dividend yield — — Cost of equity — — There were no transfers between fair value measurement levels during the years ended December 31, 2022 and 2021. Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs The inputs to estimate the fair value of the Company’s derivative warrant, earnout, convertible note warrant, and conversion option derivative 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, 2022 | |
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, 2022 December 31, 2021 Computers and software 60 months $ 2,139 $ 961 Office furniture 84 months 606 343 Leasehold improvements Shorter of lease term or estimated useful life 6,655 3,387 Medical equipment 60 months 1,138 805 Construction in progress 1,144 518 Finance lease ROU assets Shorter of lease term or estimated useful life 371 162 Less: accumulated depreciation (3,506) (1,984) Total property and equipment, net $ 8,547 $ 4,192 Depreciation expense for the years ended December 31, 2022 and 2021 was $1,526 and $826, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current and Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and December 31, 2021 consist of the following: (in thousands) December 31, 2022 December 31, 2021 Compensation, including bonuses, fringe benefits, and payroll taxes $ 5,310 $ 3,325 Contract liabilities 1,139 262 Directors and officers insurance premiums 3,010 5,009 Deferred acquisition and contingent consideration (see Note 16) 802 2,359 Accrued interest 1,100 — Other liabilities 3,234 2,969 Total accrued expenses and other current liabilities $ 14,595 $ 13,924 Contract liabilities as of December 31, 2022 and December 31, 2021 consist of cumulative adjustments made to capitated revenue recognized in prior periods. 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 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases clinics, office buildings, and certain equipment under noncancellable financing 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 the Company's adoption of Accounting Standards Update 2016-02, Leases (ASC 842), as of January 1, 2022. The initial terms of operating leases range from 0 to 10 years and certain leases provide for free rent periods, periodic rent increases, and renewal options. Monthly payments for these leases range from $0 to $37 . All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are generally variable amounts based on actual costs incurred during each applicable period. The Company has determined that periods covered by options to extend the Company's leases are excluded from the lease terms as it is not reasonably certain the Company will exercise such options. Operating lease expenses, including expenses related to short-term leases, were $6,364, $4,281, and $3,680, respectively, for the years ended December 31, 2022, 2021, and 2020. Lease Expense The components of lease expense were as follows for the year ended December 31, 2022: (in thousands) Year Ended December 31, 2022 Operating lease costs: $ 6,002 Finance lease costs: Amortization of ROU asset $ 62 Interest expense $ 8 Other lease costs: Short-term lease costs $ 362 Variable lease costs $ 967 Total lease costs $ 7,401 Operating and other lease costs are presented as part of selling, general, and administrative expenses. The components of finance lease costs appear in depreciation and amortization and interest expense. Maturity of Lease Liabilities The aggregate future lease payments for the Company's leases in years subsequent to December 31, 2022 are as follows: (in thousands) Operating Leases Finance Leases 2023 $ 6,637 $ 84 2024 6,202 77 2025 5,576 42 2026 4,834 39 2027 3,877 29 Thereafter 4,600 — Total future lease payment $ 31,726 $ 271 Less: amount representing interest (4,168) (30) Present value of future lease payment (lease liability) $ 27,558 $ 241 Reported as: Lease liabilities, current $ 5,498 $ 72 Lease liabilities, noncurrent 22,060 169 Total lease liabilities $ 27,558 $ 241 Lease Term and Discount Rate The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of December 31, 2022: December 31, 2022 Weighted-average remaining lease term (in years) Operating 5.32 Finance 3.75 Weighted-average discount rate Operating 4.94 % Finance 6.02 % Supplemental Cash Flow Information The following table provides certain cash flow and supplemental noncash information related to the Company's lease liabilities for the year ended December 31, 2022. (in thousands) Year Ended December 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash payment from operating leases $ 5,342 Financing cash payments for finance leases 73 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 30,800 Finance leases 203 During the year ended December 31, 2022, ROU assets of $11,668 were obtained in exchange for lease obligations. Lease Modifications During the year ended December 31, 2022, the Company expanded its lease space and extended its lease term for two clinics and two corporate offices in California. These expansions and extensions constitute lease modifications that qualify as a change of accounting for the original leases and not separate contracts. Accordingly, in the year ended December 31, 2022, the Company recognized the difference of $2,186 as an increase to the operating lease liability; $2,052, net of lease incentives, as an increase to operating lease right-of-use asset, and $39 as a net increase to rent expense. Operating Lease Contractual Commitments As of December 31, 2021, 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 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 |
Leases | Leases The Company leases clinics, office buildings, and certain equipment under noncancellable financing 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 the Company's adoption of Accounting Standards Update 2016-02, Leases (ASC 842), as of January 1, 2022. The initial terms of operating leases range from 0 to 10 years and certain leases provide for free rent periods, periodic rent increases, and renewal options. Monthly payments for these leases range from $0 to $37 . All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are generally variable amounts based on actual costs incurred during each applicable period. The Company has determined that periods covered by options to extend the Company's leases are excluded from the lease terms as it is not reasonably certain the Company will exercise such options. Operating lease expenses, including expenses related to short-term leases, were $6,364, $4,281, and $3,680, respectively, for the years ended December 31, 2022, 2021, and 2020. Lease Expense The components of lease expense were as follows for the year ended December 31, 2022: (in thousands) Year Ended December 31, 2022 Operating lease costs: $ 6,002 Finance lease costs: Amortization of ROU asset $ 62 Interest expense $ 8 Other lease costs: Short-term lease costs $ 362 Variable lease costs $ 967 Total lease costs $ 7,401 Operating and other lease costs are presented as part of selling, general, and administrative expenses. The components of finance lease costs appear in depreciation and amortization and interest expense. Maturity of Lease Liabilities The aggregate future lease payments for the Company's leases in years subsequent to December 31, 2022 are as follows: (in thousands) Operating Leases Finance Leases 2023 $ 6,637 $ 84 2024 6,202 77 2025 5,576 42 2026 4,834 39 2027 3,877 29 Thereafter 4,600 — Total future lease payment $ 31,726 $ 271 Less: amount representing interest (4,168) (30) Present value of future lease payment (lease liability) $ 27,558 $ 241 Reported as: Lease liabilities, current $ 5,498 $ 72 Lease liabilities, noncurrent 22,060 169 Total lease liabilities $ 27,558 $ 241 Lease Term and Discount Rate The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of December 31, 2022: December 31, 2022 Weighted-average remaining lease term (in years) Operating 5.32 Finance 3.75 Weighted-average discount rate Operating 4.94 % Finance 6.02 % Supplemental Cash Flow Information The following table provides certain cash flow and supplemental noncash information related to the Company's lease liabilities for the year ended December 31, 2022. (in thousands) Year Ended December 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash payment from operating leases $ 5,342 Financing cash payments for finance leases 73 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 30,800 Finance leases 203 During the year ended December 31, 2022, ROU assets of $11,668 were obtained in exchange for lease obligations. Lease Modifications During the year ended December 31, 2022, the Company expanded its lease space and extended its lease term for two clinics and two corporate offices in California. These expansions and extensions constitute lease modifications that qualify as a change of accounting for the original leases and not separate contracts. Accordingly, in the year ended December 31, 2022, the Company recognized the difference of $2,186 as an increase to the operating lease liability; $2,052, net of lease incentives, as an increase to operating lease right-of-use asset, and $39 as a net increase to rent expense. Operating Lease Contractual Commitments As of December 31, 2021, 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 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 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Senior Secured Convertible Note On August 9, 2022, TOI entered into a Facility Agreement (the “Facility Agreement”) with certain lenders (“Lenders”) and Deerfield Partners L.P. (“Agent”), pursuant to which, TOI borrowed cash loans from the Lenders in the amount of $110,000, in exchange for which, TOI issued to each Lender a secured convertible promissory note (“Senior Secured Convertible Note”), which is payable to such Lenders in an amount equal to the unpaid principal amount of loans held by such Lender. The Senior Secured Convertible Note will mature on August 9, 2027 (the “Maturity Date”) and shall bear interest at the rate of 4.00% per annum from August 9, 2022, on the outstanding principal amount, any overdue interest and any other amounts and obligations. The interest shall be paid in cash quarterly in arrears commencing on October 1, 2022. In case of any prepayment, repayment or redemption of the Senior Secured Convertible Note, the Company shall pay any accrued and unpaid interest on the principal, along with a make whole amount and an exit fee. The Facility Agreement requires the Company to meet certain operational and reporting requirements, including, but not limited to, customary regulatory, financial reporting, and disclosure requirements. Additionally, limitations are placed on the Company's ability to merge with other companies and enter into other debt arrangements and permitted investments are limited to amounts specified in the Facility Agreement. The Facility Agreement also provides certain restrictions on dividend payments and other equity transactions and requires the Company to make prepayments under specified circumstances. Financial covenants in the Facility Agreement require the Company to maintain a minimum unrestricted cash and Cash Equivalent balance of $40,000 and a minimum net quarterly revenues of $50,000 during fiscal year 2023; $75,000 during fiscal year 2024; and $100,000 during fiscal year 2025. Cash Equivalents as defined by the Facility Agreement means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any United States dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by any commercial bank that (A) is organized under the laws of the United States, any state thereof or the District of Columbia, (B) is “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) and/or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clause (a), (b), (c) and (d) above shall not exceed one year. Additionally, the Registration Rights Agreement requires the Company to have an effective registration statement and calls for payment should the registration statement cease to remain effective. The Company was in compliance with the covenants of the Facility Agreement as of December 31, 2022. Conversion Options The Senior Secured Convertible Note contains several embedded conversion options (the “Conversion Options”) that grant the holders of the Senior Secured Convertible Note the ability to convert the Senior Secured Convertible Note at any time on or after date of issuance of the note. The Conversion Options are convertible into shares of the Company’s common stock (such converted shares, “Conversion Shares”) and, in certain circumstances, a combination of cash and shares of the Company’s common stock, or a combination of cash, other assets and securities or other property of any Company successor entity. The Conversion Shares or settlement amounts shall be computed on the basis of predefined formulae, with a set conversion price of $8.567 as one of the inputs and a conversion cap of 14,663,019 shares. The if-converted value did not exceed the principal amount as of December 31, 2022. No Conversion Shares were issued as of December 31, 2022. The Company evaluated the Conversion Options of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Conversion Options do not meet the criteria to be classified in stockholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings. The Conversion Options contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Senior Secured Convertible Note. The number of shares to be issued against these notes and conversion price are each subject to adjustments provided under the terms of Senior Secured Convertible Note. The holder shall receive dividends on the Senior Secured Convertible Note and distributions of any kind made to the holders of common stock, other than dividends of, or distributions in, shares, to the same extent as if the holder had converted the Senior Secured Convertible Note into such shares and had held such shares on the record date for such dividends and distributions any limitations on conversion options. Optional Redemption The Facility Agreement also provides the Company the right to redeem the outstanding principal amount of each note (“Optional Redemption”) for the principal amount, plus undiscounted interest. The Company shall not affect any Optional Redemption under this Senior Secured Convertible Note unless along with this, the Company effects an optional redemption under all other notes in accordance with the terms thereof, on a pro rata basis, based upon the respective applicable original principal amount of each of the notes outstanding as of the date the notice for Optional Redemption is delivered to the holders. The Company evaluated the Optional Redemption feature of the Senior Secured Convertible Note under ASC 815 and concluded that it requires bifurcation from the host contract as a separate unit of account. The Optional Redemption feature does not meet the criteria to be classified in stockholders’ equity and hence, is accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings. The fair value of the Optional Redemption feature is de minimis. If the principal redemption amount specified in an Optional Redemption notice is less than the entire principal amount then outstanding, the principal amount specified in each conversion notice shall be applied (i) first, to reduce, on a dollar-for-dollar basis, the principal amount of the note in excess of the principal redemption amount until such excess principal amount is reduced to zero and (ii) to reduce, on a dollar-for-dollar basis, the principal redemption amount until all of such principal redemption amount shall have been converted. Convertible Note Warrants The Facility Agreement also provides for the issuance of warrants (the “Convertible Note Warrants”) on each date any principal amount of any Senior Secured Convertible Note is paid, repaid, redeemed, or prepaid at any time prior to the Maturity Date. Convertible Note Warrants are exercisable from their original issue date to August 9, 2027, for purchase of an aggregate amount of Conversion Shares into which such principal amount of Senior Secured Convertible Note was convertible into, immediately prior to such payment, at an exercise price of $8.567. The holder of Convertible Note Warrants may pay the exercise price in cash or exercise the warrant on cashless basis or through a reduction of an amount of principal outstanding under any Senior Secured Convertible Note held by such holder. In the event that the Convertible Note Warrant has not been exercised in full as of the last business day during its term, the holder shall be deemed to have exercised the purchase rights represented by the Convertible Note Warrant in full as a cashless exercise, in which event the Company shall issue number of shares to the holder computed on the basis of a predefined formula. The Company evaluated the Convertible Note Warrants of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Convertible Note Warrants do not meet the criteria to be classified in stockholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings. The Convertible Note Warrant holder shall be entitled to receive any dividend or distribution made by the Company to the holders of common stock to the same extent as if the holder had exercised the Convertible Note Warrants in full in a cash exercise. The number of shares to be issued against these warrants and exercise price are each subject to adjustments provided under the terms of Convertible Note Warrants. The Convertible Note Warrants contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Convertible Note Warrants. Further, the Convertible Note Warrants can be fully or partially settled in cash in certain cases in accordance with the terms of issuance such as when shares issuable upon exercise of the warrants exceed a predefined number, upon occurrence of predefined event of default and upon occurrence of predefined events that will bring a fundamental change in the Company such as merger, consolidation, business combination, recapitalization, reorganization, reclassification or other similar event. As of December 31, 2022, there are no Convertible Note Warrants outstanding. Allocation of Proceeds The Company has allocated total issuance proceeds of $110,000 among the Senior Secured Convertible Note and Convertible Note Warrants based on fair value. Upon issuance of the Convertible Note Warrants, the Company recorded Convertible Note Warrants, Optional Redemption, and Conversion Options of $0, $0 and $28,160, which were recorded as a debt discount to the Senior Secured Convertible Note of $110,000. The Company will amortize the debt discount over a period of 5 years (of which 4.61 years remain). The total issuance costs of $4,924 was allocated among the Senior Secured Convertible Note, Convertible Note Warrants, Optional Redemption, and Conversion Options, by allocating costs of $0, $0, and $1,261 to the Convertible Note Warrants, Optional Redemption, and Conversion Options with the residual cost of $3,663 being allocated to the Senior Secured Convertible Note (in addition to the debt discount). The Company immediately expensed issuance costs allocated to Warrants, Optional Redemption, and Conversion Options at inception and will amortize the costs allocated to the Senior Secured Convertible Note over a period of 5 years (of which 4.61 years remain). Amounts Outstanding and Recognized during the Periods Presented The Senior Secured Convertible Note as of December 31, 2022 consists of the following: December 31, 2022 Senior Secured Convertible Note, due August 9, 2027 $ 110,000 Less: Unamortized debt issuance costs 3,454 Less: Unamortized debt discount 25,925 Long-term debt, net of unamortized debt discount and issuance costs $ 80,621 The amortization of the debt issuance costs was charged to interest expense for all periods presented. For the year ended December 31, 2022, the effective yield was 13.38%. The amount of debt issuance costs included in interest expense for the year ended December 31, 2022 was $2,444. The Company had interest expense of $1,772 on the Credit Agreement term loan for the year ended December 31, 2022, including $1,100 of accrued interest as of December 31, 2022 . On August 9, 2022, the Company also entered into the Guarantee and Security Agreement (“Guarantee Agreement”) with the Agent for the purpose of providing a guarantee of all the obligations under the Facility Agreement (refer to Note 15. Commitments and Contingencies for detail). Debt Maturities The following table summarizes the stated debt maturity related to the Senior Secured Convertible Note as of December 31, 2022: (in thousands) 2023 $ — 2024 — 2025 — 2026 — 2027 110,000 Total debt $ 110,000 PPP Loan 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. The application for the PPP funds required an entity to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the entity. This certification further required the entity 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 entity having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. D uring the year ended December 31, 2022, the Company received notice of forgiveness of its PPP loan and accordingly has recognized the loan principal balance and accrued interest as a gain on loan forgiveness in the C |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022: U.S. federal $ — $ (135) $ (135) State and local 20 (128) (108) $ 20 $ (263) $ (243) (in thousands) Current Deferred Total Year ended December 31, 2021: U.S. federal $ (180) $ (904) $ (1,084) State and local 751 (338) 413 $ 571 $ (1,242) $ (671) 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, 2022 2021 Income tax at federal statutory rate $ (19) $ (2,436) State tax, net federal benefit (101) (241) Meals and entertainment 14 11 Transaction costs 684 349 Fines and penalties — 28 Stock based compensation 1,411 (122) Warrant expense (387) (774) (in thousands) Year Ended December 31, 2022 2021 Earnout expense (12,435) (5,227) PPP loan forgiveness — (1,058) 162(m) Analysis — 1,717 162(m) Deferred haircut 1,433 — 163(l) Interest expense limitation 885 — DFP derivative expense (5,082) — Goodwill impairment 569 — Prior year deferred true-ups (2,100) — Other state items 24 — Change in valuation allowance 14,856 6,941 Other 5 141 Income tax (benefit) expense $ (243) $ (671) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are presented below. (in thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Deferred rent $ — $ 173 Accrued Expenses 1,293 606 Net operating loss carryforwards 26,357 12,686 Impaired assets 1,313 1,751 Deferred revenue 334 77 Stock based compensation 3,497 1,088 Interest expense limitation 21 — Charitable contributions 1 — Tenant improvement allowance (43) — ROU Lease liability 7,913 — Financing lease liability 177 — Unrealized gain/loss 112 — Intangibles 2,530 — Total gross deferred tax assets 43,505 16,381 Valuation allowance (34,915) (14,719) Net deferred tax assets $ 8,590 $ 1,662 Deferred tax liabilities: Property, plant, and equipment $ (1,507) $ (706) Intangibles — (1,327) ROU Asset (7,013) 0 Financial lease asset (176) 0 IRC 174 expenditures (2) 0 Total gross deferred liabilities $ (8,698) $ (2,033) Net deferred tax liabilities $ (108) $ (371) The valuation allowance for deferred tax assets as of December 31, 2022 and 2021, was $34,915 and $14,719, respectively. The net change in the total valuation allowance was an increase of $20,196 in 2022 and an increase of $9,268 in 2021. The valuation allowance at December 31, 2022 was primarily related to net operating loss carryforwards of TOI, Inc., TOI CA, and TOI FL that, in the judgment of management, are not more likely than not to be realized. TOI Inc., TOI CA, TOI FL, and TOI TX will elect to file a consolidated 2022 federal return and state income tax return. Accordingly, net operating losses of TOI CA, TOI FL, and TOI TX can offset taxable income of TOI Parent for federal and 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 Inc., TOI CA, TOI FL, and TOI TX. Of the $34,915 total valuation allowance, $24,967 is attributable to the Federal Group, $9,928 is attributable to TOI CA, $18 is attributable to TOI FL, and $2 to TOI TX. 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, 2022 . 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, 2022 , the Company has net operating loss carryforwards for Federal income tax purposes of $91,435, with $73,071 attributable to the Practice and $18,364 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 $85,733, of which $68,617 is attributable to the Practice and will begin to expire after 2040, and $17,116 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 stockholders or groups of stockholders over a rolling three-year period), the corporation’s ability to use its 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 there was a change in ownership during the year ended December 31, 2022 in order 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 2022 and 2021 is as follows: (in thousands) December 31, 2022 December 31, 2021 Beginning balance of unrecognized tax benefits $ 99 $ 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 $ 99 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, Arizona, and Florida. As of December 31, 2022 , the statute of limitations remains open for tax year 2018 through the current year. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity The Consolidated Statements of Convertible Preferred Stock and Changes in 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, 2022 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 (as defined below). Common Stock Upon the Closing Date of the Business Combination on November 12, 2021, 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. As of December 31, 2022 and December 31, 2021, there were 73,265,621 and 73,249,042 shares, respectively, 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, 2022. 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 and as of December 31, 2021, there were 163,510 shares of preferred stock outstanding. As of December 31, 2022, there were 165,045 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, 2022 . 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. As of December 31, 2022, there are 5,749,986 public warrants outstanding and 3,177,542 private placement warrants outstanding. 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. Share Repurchase Program On May 10, 2022, the Company's Board consented to the adoption and approval of the Share Repurchase Program, authorizing up to $20,000 to be spent on the repurchase of the Company's common stock, expiring on December 31, 2022. The Company repurchased and immediately retired 1,500,000 shares of its common stock for $9,000 from a related party (see Note 21) during the year ended December 31, 2022. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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 or vesting 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 stock on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable. The total number of shares of common stock 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) 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. As of December 31, 2022, the total number of shares of common stock remaining available for future awards (e.g., non-qualified stock options, incentive stock options, restricted stock units, restricted stock awards) under the 2021 Plan is 8,808,435. The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the units granted during the years ended December 31, 2022 and 2021 Stock Options are provided in the following table: December 31, 2022 December 31, 2021 Valuation assumptions: Expected dividend yield —% —% Expected volatility 35.0% to 60.0% 35.00% to 40.20% Risk-free interest rate 2.33% to 3.87% 0.76% to 1.30% Expected term (years) 5.75 to 6.65 7.00 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 years ended December 31, 2022 and 2021 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, 2022 6,921,180 $ 0.88 Granted 2,940,064 4.67 Exercised (973,389) 0.90 Forfeited (836,505) 2.35 Expired (1,876) 0.97 Balance at December 31, 2022 8,049,474 $ 2.14 7.64 $ 4,081 Vested Options Exercisable at December 31, 2022 2,860,085 $ 1.34 6.90 $ 2,061 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 (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 Total share-based compensation expense during the years ended December 31, 2022 and 2021 was $11,602 and $1,775, excluding costs associated with rolled over units and new units issued or replaced in connection with the Business Combination, 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, 2022 there was $22,521 of total unrecognized compensation cost related to unvested service Stock Options granted under the 2021 Plan and 2019 Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.67 and 2.98 years for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company received $858 in cash and $2,799 in tax benefit from the stock options exercised. The total fair value of common shares vested during the years ended December 31, 2022 and 2021 was $2,951 and $1,349, respectively. Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”) Agajanian Holdings (“Holdings”), a holder of Series A Preferred Stock of Legacy TOI, entered into arrangements with physicians employed by the TOI PCs to issue RSAs which represent Series A Preferred Stock of Legacy TOI. The Legacy TOI RSAs only have performance vesting requirements linked to the sale of the Company so long as the grantee 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 Stock of Legacy TOI, and (iii) the Common Stock Exchange Ratio. Following the Business Combination, each RSU is no longer 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 grantee 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 weighted-average grant date fair values of the RSUs granted during the year ended December 31, 2022 and 2021 were determined to be $5.74 and $10.98, respectively, based on the fair value of the Company’s common shares at the grant date. A summary of the activity for the RSUs and RSAs for the years ended December 31, 2022 and 2021, respectively, are shown in the following tables: Year Ended December 31, 2022 2021 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at beginning of year 1,291,492 $ 10.98 1,390,839 10.98 Granted 2,163,135 5.74 — — Vested (760,973) 9.31 — — Forfeited (587,114) 7.21 (99,347) 10.98 Unvested at end of year 2,106,540 $ 7.25 1,291,492 $ 10.98 The total share-based compensation expense during the year ended December 31, 2022 was $8,284 related to the RSUs. 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, 2022, there was $15,281 of unrecognized compensation expense related to the RSUs and RSAs that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.40 years as of December 31, 2022 . As of December 31, 2022, 64,331 RSU shares were net settled to cover the required withholding tax upon vesting. RSUs granted to Medical Employees and Nonemployees In 2022, the Company entered into arrangements with certain medical directors and supervisors of advanced practice providers employed by or engaged as independent contractors of TOI to issue RSUs of the Company (“Medical RSUs”). Vesting on each annual Medical RSU award is dependent on the participant performing a specified minimum number of service hours during the calendar year (“one-Year Term”) and further contingent upon the participant’s continued service to, or employment by, the Company through the grant date. The Company’s regular grant date for these Medical RSU awards is in the first quarter of the calendar year following the one-Year Term. The number of Medical RSUs granted to each such participant is determined by dividing a fixed monetary value by the trailing five-day closing price per share of the Common Stock preceding the grant date. Due to the calculation, some Medical RSU awards are liability-classified whereas other Medical RSU awards have a fixed number of shares and are equity-classified. In the fourth quarter of 2022, the Company amended the terms of Medical RSUs previously issued to approximately 21 participants during the first quarter of 2022. The amendment primarily updated the vesting period and conditions. The original terms of the Medical RSU awards were deemed improbable of vesting at the modification date whereas the amended Medical RSU awards were deemed probable of vesting at the modification date, and thus are a Type III modification under ASC 718. The modification to the Medical RSUs resulted in $187 incremental share-based compensation expense before forfeitures, $(11) after accounting for forfeitures related to participants who did not perform the minimum number of service hours specified, recorded in the Company's statement of operations. The total fair value of the liability-classified Medical RSU awards granted in 2022 and outstanding as of December 31, 2022 was approximately $264 , which represents the fixed monetary value of the awards. The weighted-average grant-date fair value, based on the Company’s share price on the modification date, was $3.56 for equity-classified Medical RSUs granted during 2022 and outstanding as of December 31, 2022 A summary of the activity for the equity-classified Medical RSUs for the year ended December 31, 2022 is shown in the following table: Number of Shares Balance at January 1, 2022 — Granted 208,881 Vested — Forfeited (61,411) Balance at December 31, 2022 147,470 Total compensation costs for Medical RSUs were $618 for the year-ended December 31, 2022. As of December 31, 2022, there was $278 of unrecognized compensation expense related to these Medical RSUs that are expected to vest. That cost is expected to be recognized over a weighted average period of 0.25 years as of December 31, 2022. As of December 31, 2022, none of the Medical RSUs have vested. 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 above, 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 above, 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 Tranche and Second Earnout Tranche as of Closing Date was determined to be $8.35 and $6.76, 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, 2022 and 2021 is shown in the following tables: Year Ended December 31, 2022 2021 Outstanding at beginning of year 1,602,435 — Granted — 1,603,322 Forfeited (184,803) (887) Outstanding at end of year 1,417,632 1,602,435 The total share-based compensation expense during the year ended December 31, 2022 was $7,911, related to the Employees Earnout Shares, respectively. The total share-based compensation expense during the period between the Closing Date and December 31, 2021 was $2,167. As of December 31, 2022, there was $552 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 0.05 years as of December 31, 2022. As of December 31, 2022, none of the Employee Earnout Shares have vested. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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. 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 December 31, 2021, the Company settled and accrued for a loss contingency for a legal matter related to an employee lawsuit for $350, which was then paid in 2022. 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, 2022 and December 31, 2021. 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. Guarantees The Company, along with certain of the Company's subsidiaries from time to time party to the Facility Agreement (“Guarantors”), has pledged a first priority perfected lien on substantially all of their respective personal and real property, as collateral security for the payment of outstanding obligations, under the Facility Agreement. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [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, 2022, the Company closed on five business combinations and one asset acquisition. 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 stock (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 in respect of 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 Convertible Preferred Stock and Changes in Stockholders' 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. 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. 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" or "PCC") 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 Raiker Acquisition Date (February 12, 2022 and 2023, respectively). On February 12, 2022, the Company transferred the first installment of deferred consideration of $409. 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. The change was solely nominal, and the legal form, tax attributes, and books and records of PCC all remained. 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 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 5 years The Company transferred cash consideration of $849 and contingent consideration of $200 to Dr. Grant for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the Grant Acquisition Date (November 12, 2022 and 2023, respectively), pending Dr. Grant's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Grant. As of December 31, 2022, the first installment of the contingent cash consideration was paid to Dr. Grant. The Grant Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. 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 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 5 years. The Company transferred cash consideration of $816 and contingent consideration of $200 to Dr. Orr for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the Orr Acquisition Date (November 12, 2022 and 2023, respectively), pending Dr. Orr's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Orr. As of December 31, 2022, the first installment of the contingent cash consideration was paid to Dr. Orr. The Orr Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. 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 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 2 years. The Company transferred cash consideration of $2,000 and contingent consideration of $750 to Dr. Dave for the purchase. The contingent cash consideration is to be paid in three equal installments on the six, twelfth, and eighteen month anniversaries of the Dave Acquisition Date (May 19, 2022, November 19, 2022, and May 19, 2023, respectively), pending Dr. Dave's continued employment and certain patient metrics being met at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Dave. As of December 31, 2022, the first two installments of the contingent cash consideration was paid to Dr. Dave. The Dave Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. 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 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 5 years. The Company transferred cash consideration of $4,615 and contingent consideration of $2,500 to Dr. Yang for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the Yang Acquisition Date (December 9, 2022 and 2023, respectively), pending Dr. Yang's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Yang. As of December 31, 2022, the first installment of the contingent cash consideration was paid to Dr. Yang. The Yang Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. Perkins Practice Acquisition On April 30, 2022 ("Perkins Acquisition Date"), the Company acquired certain non-clinical assets of California Oncology of the Central Valley Medical Group, Inc., (the “Perkins Practice”) from Christopher Perkins, M.D. (“Dr. Perkins”). Further, TOI CA acquired certain clinical assets of the Perkins Practice from Dr. Perkins. In conjunction with the acquisition, the Company also entered into a Professional Service Agreement with Oncology Associates of Fresno Medical Group, Inc. Intangible assets were recognized pursuant to the acquisition in the form of trade names of $2,480 and clinical contracts of $70, with weighted average amortization periods of 10 years and 5 years respectively. The Company transferred cash consideration of $8,920 and contingent consideration of $2,000 to Dr. Perkins for the purchase. The contingent cash consideration was to be paid in two equal installments on the first and second anniversary of the transaction closing date (April 29, 2023 and 2024, respectively), pending Dr. Perkins' continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Perkins. The contingent consideration is accounted for as post-combination compensation expense to Dr. Perkins. As of December 31, 2022 , Dr. Perkins is no longer employed by TOI and therefore, no contingent consideration will be paid thereby reducing compensation expense in subsequent periods. The Perkins Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. Parikh Practice Acquisition On July 22, 2022 ("Parikh Acquisition Date"), the Company acquired certain non-clinical assets of Nutan K. Parikh, M.D., LTD., (the “Parikh Practice”) from Nutan K. Parikh, M.D. (“Dr. Parikh”). Further, TOI CA acquired certain clinical assets of the Parikh Practice from Dr. Parikh. Intangible assets of $20 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 3 years. The Company transferred cash consideration of $1,908 and contingent consideration of $400 to Dr. Parikh for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (July 22, 2023 and 2024, respectively), pending Dr. Parikh's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Parikh. The Parikh Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. Barreras Practice Acquisition On August 30, 2022 ("Barreras Acquisition Date"), the Company acquired certain non-clinical assets of Broward Oncology Associates, P.A., (the “Barreras Practice”) from Luis Barreras, M.D. (“Dr. Barreras”). Further, TOI FL acquired certain clinical assets of the Barreras Practice from Dr. Barreras. Intangible assets of $3 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 5 years. The Company transferred cash consideration of $929 and contingent consideration of $250 to Dr. Barreras for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (August 30, 2023 and 2024, respectively), pending Dr. Barreras's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Barreras. The Barreras Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. De La Rosa Costa Practice Acquisition On October 7, 2022 ("De La Rosa Costa Acquisition Date"), the Company acquired certain non-clinical assets of Pedro De La Rosa Costa, M.D. PA, (the “De La Rosa Costa Practice”) from Pedro U De La Rosa Costa, M.D. (“Dr. De La Rosa Costa”). Further, TOI FL acquired certain clinical assets of the De La Rosa Costa Practice from Dr. De La Rosa Costa. The Company transferred cash consideration of $25 to Dr. De La Rosa Costa for the purchase. The De La Rosa Costa Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. Hashimi Practice Acquisition On November 21, 2022 ("Hashimi Acquisition Date"), the Company acquired certain non-clinical assets of Intercommunity Oncology of Chino Hills, A.P.C., Inc., (the “Hashimi Practice”) from Labib Hashimi, M.D. (“Dr. Hashimi”). Further, TOI CA acquired certain clinical assets of the Hashimi Practice from Dr. Hashimi. Intangible assets of $24 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 5 years. The Company transferred cash consideration of $445 and contingent consideration of $150 to Dr. Hashimi for the purchase. The contingent cash consideration is to be paid in three equal installments on the first, second, and third anniversary of the transaction closing date (November 21, 2023, 2024, and 2025, respectively), pending Dr. Hashimi's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Hashimi. The Hashimi Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. 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 as noted in the provisional fair value table below. Acquisition costs amounted to $790 and $476 for the years ended December 31, 2022 and 2021 respectively, 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 identifiable assets acquired and liabilities assumed. Acquisition (in thousands) Raiker Grant Orr Dave Yang Perkins Parikh Barreras De La Rosa Costa Hashimi Total Consideration: Cash $ 892 $ 849 $ 816 $ 2,000 $ 4,615 $ 8,920 $ 1,908 $ 929 $ 25 $ 445 $ 21,399 Deferred 818 — — — — — — — — — 818 Fair value of total consideration transferred $ 1,710 $ 849 $ 816 $ 2,000 $ 4,615 $ 8,920 $ 1,908 $ 929 $ 25 $ 445 $ 22,217 Estimated fair value of identifiable assets acquired and liabilities assumed: Cash $ 65 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 65 Accounts receivable 398 — 183 — — — — — — — 581 Inventory 62 49 16 — 115 408 307 279 — 95 1,331 Property and equipment, net — — 13 35 19 123 15 23 — 5 233 Operating right of use assets — — — — — 447 1,118 83 6 88 1,742 Clinical contracts and noncompetes — 450 150 77 68 70 20 3 — 24 862 Trade names — — — — — 2,480 — — — — 2,480 Goodwill 1,454 350 637 1,895 4,413 5,851 1,566 624 25 321 17,136 Total assets acquired 1,979 849 999 2,007 4,615 9,379 3,026 1,012 31 533 24,430 Accounts payable 120 — — — — — — — — — 120 Current portion of operating lease liabilities — — — — — 135 169 60 6 26 396 Accrued liabilities — — — 7 — 12 — — — — 19 Current portion of long term debt 149 — 183 — — — — — — — 332 Operating lease liabilities — — — — — 312 949 23 — 62 1,346 Total liabilities assumed 269 — 183 7 — 459 1,118 83 6 88 2,213 Net assets acquired $ 1,710 $ 849 $ 816 $ 2,000 $ 4,615 $ 8,920 $ 1,908 $ 929 $ 25 $ 445 $ 22,217 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 Company recognized $12,981 cumulative revenue and $5 cumulative net loss in its Consolidated Statement of Operations for the year ended December 31, 2022, from the clinical practices acquired during the year ended December 31, 2022. The pro forma results presented below include the effects of the Acquisitions which occurred during the year ended December 31, 2022 , as if they had occurred on January 1, 2021. The pro forma results for the year ended December 31, 2022 and 2021 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. (in thousands) Year Ended December 31, 2022 2021 Revenue $ 266,230 $ 234,053 Net income (loss) $ 2,140 $ (6,030) 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 acquisition. The Company paid $500, consisting of cash consideration of $200 and deferred cash consideration of $300, in exchange for intangible assets in the form of payor contracts. The entire $500 was assigned to the payor contract intangible asset class with a weighted average amortization period of 10 years. The deferred cash consideration is to be paid in three equal installments on the first, second, and third anniversaries of the Mendez Asset Acquisition Date (May 1, 2022, May 1, 2023, and May 1, 2024, respectively). On May 1, 2022, the Company transferred the first installment of deferred consideration of $100 . Considering the Company's incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value. Sapra Asset Acquisition On July 1, 2022 ("Sapra Acquisition Date"), the Company acquired certain clinical assets of Ranjan K. Sapra, M.D. (the “Sapra Practice”) from Ranjan K. Sapra, M.D. (“Dr. Sapra”). The Company transferred cash consideration of $1 to Dr. Sapra for the purchase, which was assigned to property and equipment. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Assets Current assets: Cash and restricted cash $ 1,070 $ 1,618 Accounts receivable 39,817 20,007 Other receivables 220 935 Inventories, net 9,262 6,438 (in thousands) December 31, 2022 December 31, 2021 Prepaid expenses 841 781 Total current assets 51,210 29,779 Property and equipment, net 168 — Other assets 441 276 Intangible assets, net 3,343 1,181 Goodwill 15,832 11,096 Total assets $ 70,994 $ 42,332 Liabilities Current liabilities: Accounts payable $ 8,296 $ 14,204 Income taxes payable 132 132 Accrued expenses and other current liabilities 5,129 5,539 Current portion of long-term debt — 183 Amounts due to affiliates 140,218 56,312 Total current liabilities 153,775 76,370 Other non-current liabilities 739 3,203 Deferred income taxes liability 58 6 Total liabilities $ 154,572 $ 79,579 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated amortization. See Note 2 for a summary of the Company’s policies relating to goodwill and intangible assets, as well as a discussion of the goodwill impairment charges recorded for the year ended December 31, 2022. Intangible Assets As of December 31, 2022, 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 $ (8,038) $ 11,362 Trade names 10 years 6,650 (1,941) 4,709 Clinical contracts and noncompetes 8 years 3,025 (1,139) 1,886 Total intangible assets $ 29,075 $ (11,118) $ 17,957 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 and noncompetes 10 years 2,909 (732) 2,177 Total intangible assets $ 26,479 $ (8,234) $ 18,245 The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2022 is as follows: (in thousands) Amount Year ending December 31: 2023 $ 2,913 2024 2,913 2025 2,909 2026 2,884 2027 2,757 Thereafter 3,581 Total $ 17,957 The aggregate amortization expense during the year ended December 31, 2022 and 2021 were $2,885 and $2,515, respectively. Goodwill The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments of patient services, dispensary, and clinical trials & other. The goodwill allocated to each of the reporting units as of December 31, 2022 and December 31, 2021 is as follows: (in thousands) December 31, 2022 December 31, 2021 Patient services $ 16,235 $ 21,443 Dispensary 4,551 4,551 Clinical trials & other 632 632 Total goodwill $ 21,418 $ 26,626 The changes in the carrying amounts of goodwill for the year ended December 31, 2022 and for the year ended December 31, 2021 are as follows: (in thousands) December 31, 2022 December 31, 2021 Balance as of January 1: $ 26,626 $ 14,227 Goodwill acquired 4,736 12,399 Goodwill impairment charges (see Note 2) (9,944) — Goodwill, net as of December 31 $ 21,418 $ 26,626 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth the computation of the Company's basic net income (loss) per share to common stockholders for the years ended December 31, 2022 and 2021. (in thousands, except share data) Year Ended December 31, 2022 2021 Net income (loss) attributable to TOI $ 152 $ (10,927) Less: Deemed dividend 64 — Net income (loss) attributable to TOI available for distribution 88 (10,927) Net income (loss) attributable to participating securities, basic 20 (299) Net income (loss) attributable to common stockholders, basic $ 68 $ (10,628) Weighted average common shares outstanding, basic 72,793,497 66,230,606 Net income (loss) per share attributable to common stockholders, basic $ — $ (0.16) The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the years ended December 31, 2022 and 2021. (in thousands, except share data) Year Ended December 31, 2022 2021 Net income (loss) attributable to TOI $ 152 $ (10,927) Less: Deemed dividend 64 — Less: Change in fair value of convertible option derivative liabilities (1) 20,656 — Net loss attributable to TOI available for distribution (20,568) (10,927) Net loss attributable to participating securities, diluted (3,588) (299) Net loss attributable to common stockholders, diluted $ (16,980) $ (10,628) Weighted average common shares outstanding, basic 72,793,497 66,230,606 Dilutive effect of stock options 2,572,570 — Dilutive effect of RSUs 77,717 — Dilutive effect of Medical RSUs 61,007 — Dilutive effect of convertible note 5,100,809 — Weighted average shares outstanding, diluted 80,605,600 66,230,606 Net loss per share attributable to common stockholders, diluted $ (0.21) $ (0.16) (1) Inclusive of interest expense and amortization of debt issuance cost and debt discount related to the Senior Secured Convertible Note. 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, 2022 2021 Stock options 4,461,592 6,921,180 RSUs 1,677,516 1,291,492 Medical RSUs 301,396 — Earnout Shares 1,417,632 1,602,435 Public Warrants 5,749,986 5,749,986 Private Warrants 3,177,542 3,177,542 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
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. Summarized financial information for the Company’s segments is shown in the following tables: (in thousands) Year Ended December 31, 2022 2021 Revenue Patient services $ 166,785 $ 124,074 Dispensary 79,343 72,550 Clinical trials & other 6,355 6,379 Consolidated revenue 252,483 203,003 Direct costs Patient services 134,761 99,401 Dispensary 65,111 62,102 Clinical trials & other 518 652 Total segment direct costs 200,390 162,155 Depreciation expense Patient services 1,202 659 Dispensary 4 1 Clinical trials & other 1 123 Total segment depreciation expense 1,207 783 Amortization of intangible assets Patient services 2,675 2,305 Dispensary — — Clinical trials & other 211 211 Total segment amortization 2,886 2,516 Operating income Patient services 28,147 21,709 Dispensary 14,228 10,447 Clinical trials & other 5,625 5,393 Total segment operating income 48,000 37,549 Goodwill impairment charges Patient services 9,944 — Dispensary — — Clinical trials & other — — Total impairment charges 9,944 — Selling, general and administrative expense 119,689 83,365 Non-segment depreciation and amortization 318 42 Total consolidated operating loss $ (81,951) $ (45,858) (in thousands) December 31, 2022 December 31, 2021 Assets Patient services $ 64,869 $ 44,223 Dispensary 7,194 4,277 Clinical trials & other 11,496 14,504 Non-segment assets 178,106 140,435 Total assets $ 261,665 $ 203,439 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related party transactions include payments for consulting services provided to the Company, clinical trials, board fees, and share repurchases. Related party payments for the years ended December 31, 2022 and 2021 were as follows: (in thousands) Year Ended December 31, Type 2022 2021 American Institute of Research Consulting $ 100 $ 152 Karen M Johnson Board Fees 56 — Richard Barasch Board Fees 12 — Anne M. McGeorge Board Fees 44 — Mohit Kaushal Board Fees 57 — Ravi Sarin Board Fees 57 — Maeve O'Meara Duke Board Fees 57 — Havencrest Capital Management, LLC Management Fees — 166 M33 Growth LLC Management Fees — 353 Richy Agajanian MD (1) Share Repurchase 8,745 — Richy Agajanian MD Clinical Trials 22 21 Veeral Desai Board Fees — 52 Total $ 9,150 $ 744 (1) Net of strike price. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 TOI PCs, which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of December 31, 2022, |
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”). The company first assesses whether an acquisition constitutes a business combination or asset acquisition by applying the screening test and analyzing whether the acquired entity has substantive inputs, processes, and the ability to produce outputs. Upon concluding an acquisition is a business combination, 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 services, 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 identifiable 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 Income (Loss) Per Share | Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities such as our preferred stock and convertible note. Basic and diluted net income (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 and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options, restricted stock units, Medical RSUs (defined in Note 14), earnout shares (defined in Note 14), public warrants, private placement warrants, and Senior Secured Convertible Notes (defined in Note 11). The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants, and private placement warrants. The if-converted method is used to calculate the potentially dilutive effect of the Senior Secured Notes. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted net income (loss) per share until the market conditions have been met (see more detail on the earnout shares in Note 14). The Medical RSUs (defined in Note 14) are also contingently issuable; therefore, they are excluded from basic net income (loss) per share until the performance and service conditions have been met (see more detail in Note 14). Further, the number of contingently issuable Medical RSUs included in diluted net income (loss) per share is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period and if the result would be dilutive. For the periods presented, the public and private placement warrants are out of the money; therefore, the public and private placement warrants are antidilutive and excluded from diluted net income 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 capitation revenue is recognized 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 & Other 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 |
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, Restricted Cash, and Cash Equivalents | Cash, Restricted Cash, and Cash Equivalents 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. The Company considers all highly liquid investments that are both readily convertible into cash and mature within 90 days from the date of purchase to be cash equivalents. As of December 31, 2022, the Company's cash equivalents consist of U.S. Treasury bills with a maturity date less than 90 days from the date of purchase. |
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, net | Inventories, net 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 |
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 Effective January 1, 2022, the Company accounts for its leasing arrangements in accordance with Accounting Standards Codification, Topic No. 842, Leases ("ASC 842"), which requires lessees to recognize assets and liabilities for most leases. The Company evaluates whether an arrangement is or contains a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of an identified asset for a period of time in exchange for consideration. Upon lease commencement, the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. The Company applied certain practical expedients permitted under the transition guidance, including the package of practical expedients, which permits the Company not to reassess its prior conclusions related to lease identification, lease classification, and initial direct costs capitalization. The Company solely acts as a lessee and its leases primarily consist of operating leases for its real estate in the states in which the Company operates. The Company has other operating and financing leases for various clinical and non-clinical equipment. Generally, upon the commencement of a lease, the Company will record a right-of-use (“ROU”) asset and lease liability. An ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. The Company uses its incremental borrowing rate, based on the information available at the later of adoption, inception, or modification in determining the present value of lease payments. ROU assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received) and initial direct costs, at the lease commencement date. The Company has elected to account for lease and non-lease components as a single lease component for all underlying classes of assets. As a result, the fixed payments that would otherwise be allocable to the non-lease components are accounted for as lease payments and included in the measurement of the Company’s right-of-use asset and lease liability. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The operating lease payments are recognized as an expense on a straight-line basis over the lease term. The lease term includes any period covered by renewal options available that the Company is reasonably certain to exercise and any options to terminate the lease that the Company is not reasonably certain to exercise. The Company displays ROU assets, current lease liabilities, and long term lease liabilities arising from operating leases as separate line items on the consolidated balance sheet. The Company includes ROU assets, current lease liabilities, and long term lease liabilities arising from finance leases within property and equipment, net; accrued expenses and other current liabilities; and other non-current liabilities. accrued expenses and other current liabilities other non-current liabilities |
Goodwill | Goodwill The Company accounts for goodwill under Accounting Standards Codification Topic No. 350, Intangibles - 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. During the year ended December 31, 2022, the Company's share price experienced significant declines. The Company performed a qualitative analysis of impairment over goodwill and noted the following indicators of potential impairment: (i) underperformance in one or more reporting units, (ii) the continued threat of a national recession, and (iii) interest rates rising in response to persistent inflation. Based on these indicators, the Company proceeded to perform a quantitative analysis of potential impairment of goodwill by comparing the fair value of goodwill at each reporting unit to the carrying value. |
Intangible Assets | Intangible Assets Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method. |
Investments in Marketable Securities | Investments in Marketable Securities The Company's investments in marketable securities are classified as available-for-sale and are carried at fair value. The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments ("ASC 825"), where changes in fair value are recorded in unrealized gains (losses), net on the Company's Consolidated Statements of Operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as current assets if the maturity date is less than one year from the date of purchase and they may be readily liquidated. Interest income, realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the Consolidated Statements of Operations. The cost of securities sold is based on the First In, First Out method. At each reporting period, the Company evaluates available-for-sale marketable securities, to the extent the fair value option is not elected, for any credit-related impairment when the fair value of the investment is less than its amortized cost. If the Company determines that the decline in fair value is below the carrying value and this decline is other-than-temporary, credit-related impairment is recognized in the Consolidated Statements of Operations in accordance with ASC 320, Debt Securities . As of December 31, 2022, there were no available-for-sale instruments for which the fair value option was not elected. |
Debt | Debt The Company accounts for debt net of debt issuance costs and debt discount. Debt issuance costs and debt discount 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. The Company accounts for bifurcated, debt-classified embedded features separately as derivative liabilities pursuant to Accounting Standards Codification Topic No. 815, Derivatives and Hedging |
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 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 non-operating expense (income) 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. |
Retirement Plans | Retirement Plans The Company provides a qualified 401(K) plan to all eligible employees which is administered through the John Hancock Life Insurance Company (U.S.A.). Employees are eligible to participate in the plan on the first day of the month subsequent to completing two months of service. Eligible employees may, subject to statutory limitations, contribute a portion of their salary to the plan through payroll deduction. In 2022 and 2021, the Company provided a matching contribution of 100% of the elective deferral that does not exceed 4% 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 $1,108 and $787 in matching contributions related to the 401(K) plan during the years ended December 31, 2022 and December 31, 2021, respectively. |
Share-Based Compensation Plan | Share-Based Compensation Plan The Company accounts for share-based compensation under Accounting Standards Codification Topic No. 718, Compensation - Stock Compensation ("ASC 718"). As required under ASC 718, the Company accounts for employee and nonemployee share-based compensation as an expense in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the awa rd. Liability-classified awards are remeasured at fair value each reporting end date. For stock options, the Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model. For restricted stock units (“RSU”), the fair value is based on the Company’s share price on the grant date. Liability-classified awards are settled in a variable number of the Company’s common stock on the vesting date based on a fixed monetary value. The Company 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 Statements 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. The Company's fair value measurement methodology for cash and cash equivalents, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments. Fair value measurement of investment securities available for sale is based upon quoted prices from active markets, if available (Level 1). If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation methodologies. Level 2 investment securities include US Treasuries purchased in the secondary market that use pricing inputs other than quoted prices in active markets and fair value is determined using pricing models or other valuation methodologies such as broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. Fair value measurements used for the goodwill and intangible assets are based on the discounted cash flow method within the income approach and guideline public company method to value the reporting units, which is considered to be a Level 3 fair value measurement. The unobservable inputs utilized in determining the fair value of goodwill based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. Inputs used to calculate the fair value based on the market approach include the revenue and EBITDA multiples based on guidelines for similar publicly traded companies and recent transactions. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Adopted Accounting Standards Leases On January 1, 2022, the Company adopted Accounting Standards Update 2016-02, Leases , with various amendments issued in 2018 and 2019 (collectively, ASC 842) using the modified retrospective approach, for leases that existed on January 1, 2022. Due to the Company's modified retrospective adoption, prior periods are still presented in accordance with Accounting Standards Codification, Topic No. 840, Leases (“ASC 840”), with capital leases being 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 and rent for operating leases being expensed on a straight-line basis over the duration of the lease term. As a result of the Company's adoption of ASC 842, the Company recorded an initial adjustment to the January 1, 2022 balance sheet of $17,832 to operating ROU assets, $4,056 to current portion of operating lease liabilities, $15,104 to long term operating lease liabilities, $43 to property and equipment, net; $19 to other current liabilities; and $21 to other non-current liabilities. The impact of ASC 842 was not material to the Consolidated Statements of Operations. Other 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 Company adopted ASU 2021-04 as of January 1, 2022. The adoption of this standard did not have an impact on the Company’s Consolidated Statements of Operations or Cash Flows and did not result in a cumulative catch-up adjustment to the opening balance of retained earnings. 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 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 adopted ASU 2019-12 as of December 31, 2022. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Standards 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 January 1, 2023. ASU 2016-13 will not have a material effect on its consolidated financial statements. 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 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, Revenue from Contract with Customers (“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 is currently evaluating the effect of ASU 2021-08 on the Company’s consolidated financial statements and related disclosures. |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Summary of Concentration Risk | The concentration of net revenue on a percentage basis for major payors for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, 2022 2021 Percentage of Net Revenue: Payor A 13 % 17 % Payor B 16 % 14 % The concentration of gross receivables on a percentage basis for major payors at December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 Percentage of Gross Receivables: Payor B 13 % 19 % Payor C 10 % 14 % The concentration of cost of sales on a percentage basis for major vendors for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, 2022 2021 Percentage of Cost of Sales: Vendor A 76 % 50 % Vendor B 21 % 48 % The concentration of gross payables on a percentage basis for major payors at December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 Percentage of Gross Payables: Vendor A 66 % 39 % Vendor B N/A 47 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts Receivable as of December 31, 2022 and December 31, 2021 consist of the following: (in thousands) December 31, 2022 December 31, 2021 Oral drug accounts receivable $ 4,165 $ 2,097 Capitated accounts receivable 1,623 665 FFS accounts receivable 26,313 12,530 Clinical trials accounts receivable 2,443 1,823 Other trade receivables 5,272 2,892 Total $ 39,816 $ 20,007 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Patient services Capitated revenue $ 61,341 $ 54,285 FFS revenue 105,444 69,789 Subtotal 166,785 124,074 Dispensary revenue 79,343 72,550 Clinical research trials and other revenue 6,355 6,379 Total $ 252,483 $ 203,003 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | The Company’s inventories as of December 31, 2022 and December 31, 2021 were as follows: (in thousands) December 31, 2022 December 31, 2021 Oral drug inventory $ 2,130 $ 1,484 IV drug inventory 7,131 4,954 Total $ 9,261 $ 6,438 |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Investment Securities Classified as Available-for-sale | The Company’s investments in cash equivalents and marketable securities at December 31, 2022 is as follows: December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents: U.S. Treasury Bills $ 2,573 $ — $ — $ 2,573 Marketable securities: Short-term U.S. Treasuries 59,876 6 (86) 59,796 Long-term U.S. Treasuries 58,652 — (298) 58,354 Total available for sale securities $ 121,101 $ 6 $ (384) $ 120,723 The contractual maturities of the Company's investments in cash equivalents and marketable securities as of December 31, 2022 is as follows: (in thousands) Due in One Year or less Due After One Year through Five Years Due After Five Years Total Cash equivalents: U.S. Treasury Bills $ 2,573 $ — $ — $ 2,573 Marketable securities: Short-term U.S. Treasuries 59,796 — — 59,796 Long-term U.S. Treasuries 10,523 47,831 — 58,354 Total available for sale securities $ 72,892 $ 47,831 $ — $ 120,723 |
Summary of Carrying Amounts of Financial Instruments | The following tables present the carrying amounts of the Company’s financial instruments at December 31, 2022 and December 31, 2021: December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets: Treasury bills $ 2,573 $ — $ 2,573 — Marketable securities 59,796 — 59,796 — Non-current investments 58,354 — 58,354 — Goodwill 21,418 — — 21,418 Financial liabilities: Derivative warrant liabilities $ 350 — — $ 350 Earnout liabilities 803 — — 803 Conversion option derivative liabilities 3,960 — — 3,960 December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Financial liabilities: Derivative warrant liabilities 2,193 — — 2,193 Earnout liabilities 60,018 — — 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, 2022: (in thousands) Private Warrant Liability Earnout Liability Conversion Option Derivative 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 $ — Conversion option derivative liability acquired (See Note 11 for detail) — — 28,160 Decrease in fair value included in other expense (1,843) (59,215) (24,200) Balance at December 31, 2022 $ 350 $ 803 $ 3,960 |
Schedule of Assumptions used in the Valuation of Derivative Liabilities | A summary of the inputs used in the valuations is as follows: December 31, 2022 Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Convertible Note Warrant Derivative Liability Conversion Option Derivative Liability Unit price $ 1.65 $ 1.65 $ 1.65 $ 1.65 $ 1.65 Term (in years) 3.87 1.54 1.55 4.61 4.61 Volatility 71.80 % 70.00 % 70.00 % 40.00 % 40.00 % Risk-free rate 4.08 % 4.45 % 4.45 % 3.99 % 3.99 % Dividend yield — — — — — Cost of equity — 13.60 % 13.60 % — — December 31, 2021 Derivative Warrant Liability First Tranche Earnout Second Tranche Earnout Unit price $ 9.75 $ 9.75 $ 9.75 Term (in years) 4.87 1.87 2.87 Volatility 12.80 % 35.00 % 35.00 % Risk-free rate 1.24 % 0.94 % 0.94 % Dividend yield — — — Cost of equity — 11.14 % 11.14 % On August 9, 2022, the Company issued a senior secured convertible note that contains embedded warrant, optional redemption, and conversion option features. Due to the economic disincentive to redeem and the make whole amount that would be required to be paid, it is highly unlikely that the optional redemption would occur, reducing the value during the period to a qualitatively immaterial amount. See Note 11 for additional detail. A summary of the inputs used in the initial measurement of the convertible note warrant and conversion option derivative liabilities is as follows: August 9, 2022 (Initial Measurement) Convertible Note Warrant Derivative Liability Conversion Option Derivative Liability Unit price $ 6.63 $ 6.63 Term (in years) 5.00 5.00 Volatility 42.5 % 42.5 % Risk-free rate 3.0 % 3.0 % Dividend yield — — Cost of equity — — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Computers and software 60 months $ 2,139 $ 961 Office furniture 84 months 606 343 Leasehold improvements Shorter of lease term or estimated useful life 6,655 3,387 Medical equipment 60 months 1,138 805 Construction in progress 1,144 518 Finance lease ROU assets Shorter of lease term or estimated useful life 371 162 Less: accumulated depreciation (3,506) (1,984) Total property and equipment, net $ 8,547 $ 4,192 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current and Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2022 and December 31, 2021 consist of the following: (in thousands) December 31, 2022 December 31, 2021 Compensation, including bonuses, fringe benefits, and payroll taxes $ 5,310 $ 3,325 Contract liabilities 1,139 262 Directors and officers insurance premiums 3,010 5,009 Deferred acquisition and contingent consideration (see Note 16) 802 2,359 Accrued interest 1,100 — Other liabilities 3,234 2,969 Total accrued expenses and other current liabilities $ 14,595 $ 13,924 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease, Cost | The components of lease expense were as follows for the year ended December 31, 2022: (in thousands) Year Ended December 31, 2022 Operating lease costs: $ 6,002 Finance lease costs: Amortization of ROU asset $ 62 Interest expense $ 8 Other lease costs: Short-term lease costs $ 362 Variable lease costs $ 967 Total lease costs $ 7,401 The following table provides certain cash flow and supplemental noncash information related to the Company's lease liabilities for the year ended December 31, 2022. (in thousands) Year Ended December 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash payment from operating leases $ 5,342 Financing cash payments for finance leases 73 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 30,800 Finance leases 203 |
Summary of Lessee, Operating Lease, Liability, Maturity | The aggregate future lease payments for the Company's leases in years subsequent to December 31, 2022 are as follows: (in thousands) Operating Leases Finance Leases 2023 $ 6,637 $ 84 2024 6,202 77 2025 5,576 42 2026 4,834 39 2027 3,877 29 Thereafter 4,600 — Total future lease payment $ 31,726 $ 271 Less: amount representing interest (4,168) (30) Present value of future lease payment (lease liability) $ 27,558 $ 241 Reported as: Lease liabilities, current $ 5,498 $ 72 Lease liabilities, noncurrent 22,060 169 Total lease liabilities $ 27,558 $ 241 |
Summary of Finance Lease, Liability, Fiscal Year Maturity | The aggregate future lease payments for the Company's leases in years subsequent to December 31, 2022 are as follows: (in thousands) Operating Leases Finance Leases 2023 $ 6,637 $ 84 2024 6,202 77 2025 5,576 42 2026 4,834 39 2027 3,877 29 Thereafter 4,600 — Total future lease payment $ 31,726 $ 271 Less: amount representing interest (4,168) (30) Present value of future lease payment (lease liability) $ 27,558 $ 241 Reported as: Lease liabilities, current $ 5,498 $ 72 Lease liabilities, noncurrent 22,060 169 Total lease liabilities $ 27,558 $ 241 |
Summary of Weighted Average Discount Rates | The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of December 31, 2022: December 31, 2022 Weighted-average remaining lease term (in years) Operating 5.32 Finance 3.75 Weighted-average discount rate Operating 4.94 % Finance 6.02 % |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2021, 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 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 | As of December 31, 2021, 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 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 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt, net of unamortized debt issuance costs | The Senior Secured Convertible Note as of December 31, 2022 consists of the following: December 31, 2022 Senior Secured Convertible Note, due August 9, 2027 $ 110,000 Less: Unamortized debt issuance costs 3,454 Less: Unamortized debt discount 25,925 Long-term debt, net of unamortized debt discount and issuance costs $ 80,621 |
Schedule of Maturities of Long-Term Debt | The following table summarizes the stated debt maturity related to the Senior Secured Convertible Note as of December 31, 2022: (in thousands) 2023 $ — 2024 — 2025 — 2026 — 2027 110,000 Total debt $ 110,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022: U.S. federal $ — $ (135) $ (135) State and local 20 (128) (108) $ 20 $ (263) $ (243) (in thousands) Current Deferred Total Year ended December 31, 2021: U.S. federal $ (180) $ (904) $ (1,084) State and local 751 (338) 413 $ 571 $ (1,242) $ (671) |
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, 2022 2021 Income tax at federal statutory rate $ (19) $ (2,436) State tax, net federal benefit (101) (241) Meals and entertainment 14 11 Transaction costs 684 349 Fines and penalties — 28 Stock based compensation 1,411 (122) Warrant expense (387) (774) (in thousands) Year Ended December 31, 2022 2021 Earnout expense (12,435) (5,227) PPP loan forgiveness — (1,058) 162(m) Analysis — 1,717 162(m) Deferred haircut 1,433 — 163(l) Interest expense limitation 885 — DFP derivative expense (5,082) — Goodwill impairment 569 — Prior year deferred true-ups (2,100) — Other state items 24 — Change in valuation allowance 14,856 6,941 Other 5 141 Income tax (benefit) expense $ (243) $ (671) |
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, 2022 and 2021 are presented below. (in thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Deferred rent $ — $ 173 Accrued Expenses 1,293 606 Net operating loss carryforwards 26,357 12,686 Impaired assets 1,313 1,751 Deferred revenue 334 77 Stock based compensation 3,497 1,088 Interest expense limitation 21 — Charitable contributions 1 — Tenant improvement allowance (43) — ROU Lease liability 7,913 — Financing lease liability 177 — Unrealized gain/loss 112 — Intangibles 2,530 — Total gross deferred tax assets 43,505 16,381 Valuation allowance (34,915) (14,719) Net deferred tax assets $ 8,590 $ 1,662 Deferred tax liabilities: Property, plant, and equipment $ (1,507) $ (706) Intangibles — (1,327) ROU Asset (7,013) 0 Financial lease asset (176) 0 IRC 174 expenditures (2) 0 Total gross deferred liabilities $ (8,698) $ (2,033) Net deferred tax liabilities $ (108) $ (371) |
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 2022 and 2021 is as follows: (in thousands) December 31, 2022 December 31, 2021 Beginning balance of unrecognized tax benefits $ 99 $ 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 $ 99 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 units granted during the years ended December 31, 2022 and 2021 Stock Options are provided in the following table: December 31, 2022 December 31, 2021 Valuation assumptions: Expected dividend yield —% —% Expected volatility 35.0% to 60.0% 35.00% to 40.20% Risk-free interest rate 2.33% to 3.87% 0.76% to 1.30% Expected term (years) 5.75 to 6.65 7.00 |
Summary of Stock Option Activity | Stock option activity during the years ended December 31, 2022 and 2021 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, 2022 6,921,180 $ 0.88 Granted 2,940,064 4.67 Exercised (973,389) 0.90 Forfeited (836,505) 2.35 Expired (1,876) 0.97 Balance at December 31, 2022 8,049,474 $ 2.14 7.64 $ 4,081 Vested Options Exercisable at December 31, 2022 2,860,085 $ 1.34 6.90 $ 2,061 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 (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 |
Summary of the Activity for the RSUs and RSAs | A summary of the activity for the RSUs and RSAs for the years ended December 31, 2022 and 2021, respectively, are shown in the following tables: Year Ended December 31, 2022 2021 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at beginning of year 1,291,492 $ 10.98 1,390,839 10.98 Granted 2,163,135 5.74 — — Vested (760,973) 9.31 — — Forfeited (587,114) 7.21 (99,347) 10.98 Unvested at end of year 2,106,540 $ 7.25 1,291,492 $ 10.98 A summary of the activity for the equity-classified Medical RSUs for the year ended December 31, 2022 is shown in the following table: Number of Shares Balance at January 1, 2022 — Granted 208,881 Vested — Forfeited (61,411) Balance at December 31, 2022 147,470 |
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 % |
Summary of 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, 2022 and 2021 is shown in the following tables: Year Ended December 31, 2022 2021 Outstanding at beginning of year 1,602,435 — Granted — 1,603,322 Forfeited (184,803) (887) Outstanding at end of year 1,417,632 1,602,435 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [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 identifiable assets acquired and liabilities assumed. Acquisition (in thousands) Raiker Grant Orr Dave Yang Perkins Parikh Barreras De La Rosa Costa Hashimi Total Consideration: Cash $ 892 $ 849 $ 816 $ 2,000 $ 4,615 $ 8,920 $ 1,908 $ 929 $ 25 $ 445 $ 21,399 Deferred 818 — — — — — — — — — 818 Fair value of total consideration transferred $ 1,710 $ 849 $ 816 $ 2,000 $ 4,615 $ 8,920 $ 1,908 $ 929 $ 25 $ 445 $ 22,217 Estimated fair value of identifiable assets acquired and liabilities assumed: Cash $ 65 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 65 Accounts receivable 398 — 183 — — — — — — — 581 Inventory 62 49 16 — 115 408 307 279 — 95 1,331 Property and equipment, net — — 13 35 19 123 15 23 — 5 233 Operating right of use assets — — — — — 447 1,118 83 6 88 1,742 Clinical contracts and noncompetes — 450 150 77 68 70 20 3 — 24 862 Trade names — — — — — 2,480 — — — — 2,480 Goodwill 1,454 350 637 1,895 4,413 5,851 1,566 624 25 321 17,136 Total assets acquired 1,979 849 999 2,007 4,615 9,379 3,026 1,012 31 533 24,430 Accounts payable 120 — — — — — — — — — 120 Current portion of operating lease liabilities — — — — — 135 169 60 6 26 396 Accrued liabilities — — — 7 — 12 — — — — 19 Current portion of long term debt 149 — 183 — — — — — — — 332 Operating lease liabilities — — — — — 312 949 23 — 62 1,346 Total liabilities assumed 269 — 183 7 — 459 1,118 83 6 88 2,213 Net assets acquired $ 1,710 $ 849 $ 816 $ 2,000 $ 4,615 $ 8,920 $ 1,908 $ 929 $ 25 $ 445 $ 22,217 |
Schedule of Business Acquisition, Pro forma Information | The pro forma results presented below include the effects of the Acquisitions which occurred during the year ended December 31, 2022 , as if they had occurred on January 1, 2021. The pro forma results for the year ended December 31, 2022 and 2021 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. (in thousands) Year Ended December 31, 2022 2021 Revenue $ 266,230 $ 234,053 Net income (loss) $ 2,140 $ (6,030) |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Consolidated Financial Statements of 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, 2022 December 31, 2021 Assets Current assets: Cash and restricted cash $ 1,070 $ 1,618 Accounts receivable 39,817 20,007 Other receivables 220 935 Inventories, net 9,262 6,438 (in thousands) December 31, 2022 December 31, 2021 Prepaid expenses 841 781 Total current assets 51,210 29,779 Property and equipment, net 168 — Other assets 441 276 Intangible assets, net 3,343 1,181 Goodwill 15,832 11,096 Total assets $ 70,994 $ 42,332 Liabilities Current liabilities: Accounts payable $ 8,296 $ 14,204 Income taxes payable 132 132 Accrued expenses and other current liabilities 5,129 5,539 Current portion of long-term debt — 183 Amounts due to affiliates 140,218 56,312 Total current liabilities 153,775 76,370 Other non-current liabilities 739 3,203 Deferred income taxes liability 58 6 Total liabilities $ 154,572 $ 79,579 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | As of December 31, 2022, 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 $ (8,038) $ 11,362 Trade names 10 years 6,650 (1,941) 4,709 Clinical contracts and noncompetes 8 years 3,025 (1,139) 1,886 Total intangible assets $ 29,075 $ (11,118) $ 17,957 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 and noncompetes 10 years 2,909 (732) 2,177 Total intangible assets $ 26,479 $ (8,234) $ 18,245 |
Summary of Estimated Aggregate Amortization Expense | The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2022 is as follows: (in thousands) Amount Year ending December 31: 2023 $ 2,913 2024 2,913 2025 2,909 2026 2,884 2027 2,757 Thereafter 3,581 Total $ 17,957 |
Summary of Goodwill and Changes in the Carrying Amount of Goodwill | The goodwill allocated to each of the reporting units as of December 31, 2022 and December 31, 2021 is as follows: (in thousands) December 31, 2022 December 31, 2021 Patient services $ 16,235 $ 21,443 Dispensary 4,551 4,551 Clinical trials & other 632 632 Total goodwill $ 21,418 $ 26,626 The changes in the carrying amounts of goodwill for the year ended December 31, 2022 and for the year ended December 31, 2021 are as follows: (in thousands) December 31, 2022 December 31, 2021 Balance as of January 1: $ 26,626 $ 14,227 Goodwill acquired 4,736 12,399 Goodwill impairment charges (see Note 2) (9,944) — Goodwill, net as of December 31 $ 21,418 $ 26,626 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share to Common Stockholders | The following table sets forth the computation of the Company's basic net income (loss) per share to common stockholders for the years ended December 31, 2022 and 2021. (in thousands, except share data) Year Ended December 31, 2022 2021 Net income (loss) attributable to TOI $ 152 $ (10,927) Less: Deemed dividend 64 — Net income (loss) attributable to TOI available for distribution 88 (10,927) Net income (loss) attributable to participating securities, basic 20 (299) Net income (loss) attributable to common stockholders, basic $ 68 $ (10,628) Weighted average common shares outstanding, basic 72,793,497 66,230,606 Net income (loss) per share attributable to common stockholders, basic $ — $ (0.16) The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the years ended December 31, 2022 and 2021. (in thousands, except share data) Year Ended December 31, 2022 2021 Net income (loss) attributable to TOI $ 152 $ (10,927) Less: Deemed dividend 64 — Less: Change in fair value of convertible option derivative liabilities (1) 20,656 — Net loss attributable to TOI available for distribution (20,568) (10,927) Net loss attributable to participating securities, diluted (3,588) (299) Net loss attributable to common stockholders, diluted $ (16,980) $ (10,628) Weighted average common shares outstanding, basic 72,793,497 66,230,606 Dilutive effect of stock options 2,572,570 — Dilutive effect of RSUs 77,717 — Dilutive effect of Medical RSUs 61,007 — Dilutive effect of convertible note 5,100,809 — Weighted average shares outstanding, diluted 80,605,600 66,230,606 Net loss per share attributable to common stockholders, diluted $ (0.21) $ (0.16) (1) Inclusive of interest expense and amortization of debt issuance cost and debt discount related to the Senior Secured Convertible Note. |
Schedule of Computation of Diluted Net Loss Per Share | 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, 2022 2021 Stock options 4,461,592 6,921,180 RSUs 1,677,516 1,291,492 Medical RSUs 301,396 — Earnout Shares 1,417,632 1,602,435 Public Warrants 5,749,986 5,749,986 Private Warrants 3,177,542 3,177,542 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Summarized 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, 2022 2021 Revenue Patient services $ 166,785 $ 124,074 Dispensary 79,343 72,550 Clinical trials & other 6,355 6,379 Consolidated revenue 252,483 203,003 Direct costs Patient services 134,761 99,401 Dispensary 65,111 62,102 Clinical trials & other 518 652 Total segment direct costs 200,390 162,155 Depreciation expense Patient services 1,202 659 Dispensary 4 1 Clinical trials & other 1 123 Total segment depreciation expense 1,207 783 Amortization of intangible assets Patient services 2,675 2,305 Dispensary — — Clinical trials & other 211 211 Total segment amortization 2,886 2,516 Operating income Patient services 28,147 21,709 Dispensary 14,228 10,447 Clinical trials & other 5,625 5,393 Total segment operating income 48,000 37,549 Goodwill impairment charges Patient services 9,944 — Dispensary — — Clinical trials & other — — Total impairment charges 9,944 — Selling, general and administrative expense 119,689 83,365 Non-segment depreciation and amortization 318 42 Total consolidated operating loss $ (81,951) $ (45,858) (in thousands) December 31, 2022 December 31, 2021 Assets Patient services $ 64,869 $ 44,223 Dispensary 7,194 4,277 Clinical trials & other 11,496 14,504 Non-segment assets 178,106 140,435 Total assets $ 261,665 $ 203,439 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party payments for the years ended December 31, 2022 and 2021 were as follows: (in thousands) Year Ended December 31, Type 2022 2021 American Institute of Research Consulting $ 100 $ 152 Karen M Johnson Board Fees 56 — Richard Barasch Board Fees 12 — Anne M. McGeorge Board Fees 44 — Mohit Kaushal Board Fees 57 — Ravi Sarin Board Fees 57 — Maeve O'Meara Duke Board Fees 57 — Havencrest Capital Management, LLC Management Fees — 166 M33 Growth LLC Management Fees — 353 Richy Agajanian MD (1) Share Repurchase 8,745 — Richy Agajanian MD Clinical Trials 22 21 Veeral Desai Board Fees — 52 Total $ 9,150 $ 744 (1) Net of strike price. |
Description of the Business (De
Description of the Business (Details) | 12 Months Ended |
Dec. 31, 2022 subsidiary clinic oncologist state | |
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 | 101 |
Minimum number of clinic locations within three states | clinic | 62 |
Number of states in which entity operates | state | 5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Nov. 12, 2021 tranche trading_day $ / shares shares | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of operating segments | segment | 3 | |||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 | ||
Goodwill impairment charges | 9,944,000 | 0 | ||
Impairment of intangible assets, finite-lived | $ 0 | $ 0 | ||
Defined contribution plan, required service period | 2 months | |||
Employer matching contribution, percent of match | 100% | 100% | ||
Employer matching contribution, percent of employees' gross pay | 4% | 4% | ||
Defined contribution plan, cost | $ 1,108,000 | $ 787,000 | ||
Operating right of use assets | 24,494,000 | 0 | ||
Current portion of operating lease liabilities | 5,498,000 | 0 | ||
Lease liabilities, noncurrent | 22,060,000 | 0 | ||
Property and equipment, net | 8,547,000 | 4,192,000 | ||
Total accrued expenses and other current liabilities | 14,595,000 | 13,924,000 | ||
Other non-current liabilities | $ 868,000 | $ 6,900,000 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | |||
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 | |||
Initial stock price threshold (in dollars per share) | $ / shares | $ 15 | |||
Earnout period | 3 years | |||
Threshold trading days | trading_day | 20 | |||
Threshold trading day period | trading_day | 30 | |||
Legacy TOI Earnout Shares | Derivative Instrument, Period, One | ||||
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 | |||
Legacy TOI Earnout Shares | Derivative Instrument, Period, Two | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contingent consideration, liability (in shares) | shares | 7,500,000 | |||
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% | |||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating right of use assets | $ 17,832,000 | |||
Current portion of operating lease liabilities | 4,056,000 | |||
Lease liabilities, noncurrent | 15,104,000 | |||
Property and equipment, net | 43,000 | |||
Total accrued expenses and other current liabilities | 19,000 | |||
Other non-current liabilities | $ 21,000 |
Significant Risks and Uncerta_3
Significant Risks and Uncertainties Including Business and Credit Concentrations - Revenue Concentration Risk (Details) - Customer concentration | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Percentage of Net Revenue | Payor A | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 13% | 17% |
Percentage of Net Revenue | Payor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 16% | 14% |
Percentage of Gross Receivables | Payor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 13% | 19% |
Percentage of Gross Receivables | Payor C | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 10% | 14% |
Significant Risks and Uncerta_4
Significant Risks and Uncertainties Including Business and Credit Concentrations - Vendor Concentration Risk (Details) - Supplier Concentration | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost of Goods and Service Benchmark | Vendor A | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 76% | 50% |
Cost of Goods and Service Benchmark | Vendor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 21% | 48% |
Gross Payables | Vendor A | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 66% | 39% |
Gross Payables | Vendor B | ||
Significant Risks and Uncertainties Including Business and Credit Concentrations | ||
Concentration risk percentage | 47% |
Significant Risks and Uncerta_5
Significant Risks and Uncertainties Including Business and Credit Concentrations - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Centers for Medicare and Medicaid Services | ||
Debt Instrument [Line Items] | ||
Maximum percentage of accelerated payment amount | 1 | |
Proceeds from unsecured loan | $ 2,727 | |
1% Paycheck Protection Program Loan, due May 13, 2022 | ||
Debt Instrument [Line Items] | ||
Proceeds from unsecured loan | 4,993 | |
Debt forgiveness | $ 4,957 | |
1% Paycheck Protection Program Loan, due May 13, 2022 | Series of Individually Immaterial Business Acquisitions | ||
Debt Instrument [Line Items] | ||
Proceeds from unsecured loan | $ 332 | |
Provider Relief Funding | ||
Debt Instrument [Line Items] | ||
Proceeds from unsecured loan | $ 1,023 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 39,816 | $ 20,007 |
Oral drug accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 4,165 | 2,097 |
Capitated accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 1,623 | 665 |
FFS accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 26,313 | 12,530 |
Clinical trials accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 2,443 | 1,823 |
Other trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 5,272 | $ 2,892 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Accounts receivable, recovery (reversal) | $ 169 | $ 465 |
Accounts receivable, writeoff | $ 307 | $ 48 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | $ 252,483 | $ 203,003 |
Patient services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 166,785 | 124,074 |
Capitated revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 61,341 | 54,285 |
FFS revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 105,444 | 69,789 |
Dispensary revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | 79,343 | 72,550 |
Clinical research trials and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenue | $ 6,355 | $ 6,379 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, asset | $ 0 | $ 0 |
Contract liabilities | $ 1,139,000 | $ 220,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total inventories | $ 9,261 | $ 6,438 |
Oral drug inventory | ||
Inventory [Line Items] | ||
Total inventories | 2,130 | 1,484 |
IV drug inventory | ||
Inventory [Line Items] | ||
Total inventories | $ 7,131 | $ 4,954 |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements - Summary of Investment Securities Classified as Available-for-sale (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 121,101 |
Gross Unrealized Gains | 6 |
Gross Unrealized Losses | (384) |
Fair Value | 120,723 |
Debt securities, available-for-sale, maturity | |
Due in One Year or less | 72,892 |
Due After One Year through Five Years | 47,831 |
Due After Five Years | 0 |
Total | 120,723 |
U.S. Treasury Bills | Cash Equivalents | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 2,573 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 2,573 |
Debt securities, available-for-sale, maturity | |
Due in One Year or less | 2,573 |
Due After One Year through Five Years | 0 |
Due After Five Years | 0 |
Total | 2,573 |
U.S. Treasury Bills | Short-term U.S. Treasuries | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 59,876 |
Gross Unrealized Gains | 6 |
Gross Unrealized Losses | (86) |
Fair Value | 59,796 |
Debt securities, available-for-sale, maturity | |
Due in One Year or less | 59,796 |
Due After One Year through Five Years | 0 |
Due After Five Years | 0 |
Total | 59,796 |
U.S. Treasury Bills | Long-term U.S. Treasuries | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 58,652 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (298) |
Fair Value | 58,354 |
Debt securities, available-for-sale, maturity | |
Due in One Year or less | 10,523 |
Due After One Year through Five Years | 47,831 |
Due After Five Years | 0 |
Total | $ 58,354 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements- Narrative (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) security | Dec. 31, 2021 USD ($) | |
Assumptions used in the OPM and CSE models | ||
Unrealized gain (loss) | $ (378,000) | |
Debt securities, available-for-sale, number of positions in unrealized loss position | security | 8 | |
Accrued interest receivable on cash equivalents and marketable securities | $ 274,000 | $ 0 |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Current, Statement of Financial Position [Extensible Enumeration] | Other receivables | |
Goodwill impairment charges | $ 9,944,000 | $ 0 |
Measurement Input, Discount Rate | Level 3 | ||
Assumptions used in the OPM and CSE models | ||
Goodwill, measurement input | 0.250 |
Marketable Securities and Fai_5
Marketable Securities and Fair Value Measurements - Summary of Carrying Amounts of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Goodwill | $ 21,418 | |
Financial liabilities: | ||
Derivative warrant liabilities | 350 | $ 2,193 |
Earnout liabilities | 803 | 60,018 |
Conversion option derivative liabilities | 3,960 | 0 |
Marketable securities | ||
Financial assets: | ||
Investments | 59,796 | |
Non-current investments | ||
Financial assets: | ||
Investments | 58,354 | |
Level 1 | ||
Financial assets: | ||
Goodwill | 0 | |
Financial liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Earnout liabilities | 0 | 0 |
Conversion option derivative liabilities | 0 | |
Level 1 | Marketable securities | ||
Financial assets: | ||
Investments | 0 | |
Level 1 | Non-current investments | ||
Financial assets: | ||
Investments | 0 | |
Level 2 | ||
Financial assets: | ||
Goodwill | 0 | |
Financial liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Earnout liabilities | 0 | 0 |
Conversion option derivative liabilities | 0 | |
Level 2 | Marketable securities | ||
Financial assets: | ||
Investments | 59,796 | |
Level 2 | Non-current investments | ||
Financial assets: | ||
Investments | 58,354 | |
Level 3 | ||
Financial assets: | ||
Goodwill | 21,418 | |
Financial liabilities: | ||
Derivative warrant liabilities | 350 | 2,193 |
Earnout liabilities | 803 | $ 60,018 |
Conversion option derivative liabilities | 3,960 | |
Level 3 | Marketable securities | ||
Financial assets: | ||
Investments | 0 | |
Level 3 | Non-current investments | ||
Financial assets: | ||
Investments | 0 | |
U.S. Treasury Bills | ||
Financial assets: | ||
Treasury bills | 2,573 | |
U.S. Treasury Bills | Level 1 | ||
Financial assets: | ||
Treasury bills | 0 | |
U.S. Treasury Bills | Level 2 | ||
Financial assets: | ||
Treasury bills | 2,573 | |
U.S. Treasury Bills | Level 3 | ||
Financial assets: | ||
Treasury bills | $ 0 |
Marketable Securities and Fai_6
Marketable Securities and Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,193 | $ 0 |
Liability acquired as part of Business Combination | 5,879 | |
Conversion option derivative liability acquired | 0 | |
Decrease in fair value included in other expense | (1,843) | (3,686) |
Ending balance | 350 | 2,193 |
Earnout Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 60,018 | 0 |
Liability acquired as part of Business Combination | 84,909 | |
Conversion option derivative liability acquired | 0 | |
Decrease in fair value included in other expense | (59,215) | (24,891) |
Ending balance | 803 | 60,018 |
Conversion Option Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 0 |
Conversion option derivative liability acquired | 28,160 | |
Decrease in fair value included in other expense | (24,200) | 0 |
Ending balance | $ 3,960 | $ 0 |
Marketable Securities and Fai_7
Marketable Securities and Fair Value Measurements - Schedule of Assumptions used in the Valuation of Derivative Liabilities (Details) | Dec. 31, 2022 yr $ / shares | Aug. 09, 2022 yr $ / shares | Dec. 31, 2021 yr $ / shares |
Unit price | Derivative Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | $ / shares | 1.65 | 9.75 | |
Unit price | First Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | $ / shares | 1.65 | 9.75 | |
Unit price | Second Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | $ / shares | 1.65 | 9.75 | |
Unit price | Convertible Note Warrant Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | $ / shares | 1.65 | 6.63 | |
Unit price | Conversion Option Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | $ / shares | 1.65 | 6.63 | |
Term (in years) | Derivative Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | yr | 3.87 | 4.87 | |
Term (in years) | First Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | yr | 1.54 | 1.87 | |
Term (in years) | Second Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | yr | 1.55 | 2.87 | |
Term (in years) | Convertible Note Warrant Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | yr | 4.61 | 5 | |
Term (in years) | Conversion Option Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | yr | 4.61 | 5 | |
Volatility | Derivative Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.7180 | 0.1280 | |
Volatility | First Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.7000 | 0.3500 | |
Volatility | Second Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.7000 | 0.3500 | |
Volatility | Convertible Note Warrant Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.4000 | 0.425 | |
Volatility | Conversion Option Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.4000 | 0.425 | |
Risk-free rate | Derivative Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.0408 | 0.0124 | |
Risk-free rate | First Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.0445 | 0.0094 | |
Risk-free rate | Second Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.0445 | 0.0094 | |
Risk-free rate | Convertible Note Warrant Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.0399 | 0.030 | |
Risk-free rate | Conversion Option Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.0399 | 0.030 | |
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 | First Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0 | 0 | |
Dividend yield | Second Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0 | 0 | |
Dividend yield | Convertible Note Warrant Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0 | 0 | |
Dividend yield | Conversion Option Derivative Liability | |||
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 | First Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.1360 | 0.1114 | |
Cost of equity | Second Tranche Earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0.1360 | 0.1114 | |
Cost of equity | Convertible Note Warrant Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0 | 0 | |
Cost of equity | Conversion Option Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value measurements inputs | 0 | 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net | ||
Finance lease ROU assets | $ 371 | |
Less: accumulated depreciation | (3,506) | |
Less: accumulated depreciation | $ (1,984) | |
Total property and equipment, net | 8,547 | |
Total property and equipment, net | $ 8,547 | 4,192 |
Computers and software | ||
Property and Equipment, Net | ||
Useful lives | 60 months | |
Property and equipment, gross | $ 2,139 | 961 |
Office furniture | ||
Property and Equipment, Net | ||
Useful lives | 84 months | |
Property and equipment, gross | $ 606 | 343 |
Leasehold improvements | ||
Property and Equipment, Net | ||
Property and equipment, gross | $ 6,655 | 3,387 |
Medical equipment | ||
Property and Equipment, Net | ||
Useful lives | 60 months | |
Property and equipment, gross | $ 1,138 | 805 |
Construction in progress | ||
Property and Equipment, Net | ||
Property and equipment, gross | $ 1,144 | 518 |
Finance lease ROU assets | ||
Property and Equipment, Net | ||
Property and equipment, gross | $ 162 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,526 | $ 826 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current and Non-Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation, including bonuses, fringe benefits, and payroll taxes | $ 5,310 | $ 3,325 |
Contract liabilities | 1,139 | 262 |
Directors and officers insurance premiums | 3,010 | 5,009 |
Deferred acquisition and contingent consideration (see Note 16) | 802 | 2,359 |
Accrued interest | 1,100 | 0 |
Other liabilities | 3,234 | 2,969 |
Total accrued expenses and other current liabilities | $ 14,595 | $ 13,924 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current and Non-Current Liabilities - Additional Information (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Payables and Accruals [Abstract] | |
Accrued insurance | $ 3,010 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) corporate_office clinic | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Capital Leased Assets [Line Items] | |||
Operating cash payment from operating leases | $ 5,342 | ||
Operating cost related to short-term leases | 6,364 | $ 4,281 | $ 3,680 |
Right-of-use assets obtained during current year in exchange for lease obligations | $ 11,668 | ||
Number of clinics lease term extensions | clinic | 2 | ||
Number of office lease term extensions | corporate_office | 2 | ||
Liability increase (decrease) | $ 2,186 | ||
Increase to operating lease right-of-use asset | 2,052 | ||
Rent expense increase (decrease) | $ 39 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | ||
Minimum | |||
Capital Leased Assets [Line Items] | |||
Lessee, operating lease, term | 0 years | ||
Operating cash payment from operating leases | $ 0 | ||
Maximum | |||
Capital Leased Assets [Line Items] | |||
Lessee, operating lease, term | 10 years | ||
Operating cash payment from operating leases | $ 37 |
Leases - Summary of Lease, Cost
Leases - Summary of Lease, Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease costs: | $ 6,002 |
Amortization of ROU asset | 62 |
Interest expense | 8 |
Short-term lease costs | 362 |
Variable lease costs | 967 |
Total lease costs | $ 7,401 |
Leases - Summary of Lessee, Ope
Leases - Summary of Lessee, Operating Lease, Liability, Maturity and Finance Lease, Liability, Fiscal Year Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 6,637 | |
2024 | 6,202 | |
2025 | 5,576 | |
2026 | 4,834 | |
2027 | 3,877 | |
Thereafter | 4,600 | |
Total future lease payment | 31,726 | |
Less: amount representing interest | (4,168) | |
Present value of future lease payment (lease liability) | 27,558 | |
Lease liabilities, current | 5,498 | $ 0 |
Lease liabilities, noncurrent | 22,060 | $ 0 |
Finance Leases | ||
2023 | 84 | |
2024 | 77 | |
2025 | 42 | |
2026 | 39 | |
2027 | 29 | |
Thereafter | 0 | |
Total future lease payment | 271 | |
Less: amount representing interest | (30) | |
Present value of future lease payment (lease liability) | 241 | |
Lease liabilities, current | 72 | |
Lease liabilities, noncurrent | $ 169 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Discount Rates (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Operating | 5 years 3 months 25 days |
Finance | 3 years 9 months |
Operating | 4.94% |
Finance | 6.02% |
Leases - Supplemental Noncash I
Leases - Supplemental Noncash Information Related Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash payment from operating leases | $ 5,342 |
Financing cash payments for finance leases | 73 |
Operating leases | 30,800 |
Finance leases | $ 203 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Capital leases | |
2022 | $ 37 |
2023 | 37 |
2024 | 29 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total minimum lease payments | 103 |
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 |
Capital leases, interest rate | 6% |
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 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | |||
Aug. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 12, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 2,444,000 | $ 53,000 | ||
Unrealized gain (loss) | $ (378,000) | |||
Facility Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 4,924,000 | |||
Facility Agreement | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 110,000,000 | |||
Interest rate (as a percent) | 4% | |||
Minimum unrestricted cash and cash equivalent balance | $ 40,000,000 | |||
Debt instrument, convertible, conversion price | $ 8.567 | |||
Conversion cap (in shares) | 14,663,019 | |||
Conversion of stock, shares issued | 0 | 0 | ||
Number of warrants outstanding (in shares) | 0 | |||
Proceeds from secured lines of credit | $ 110,000,000 | |||
Long-term debt | $ 80,621,000 | |||
Amortization period of debt discount | 5 years | |||
Remaining amortization period of debt discount | 4 years 7 months 9 days | |||
Debt issuance costs | $ 3,663,000 | $ 3,454,000 | ||
Effective yield (as a percent) | 13.38% | |||
Amortization of debt issuance costs | $ 2,444,000 | |||
Interest expense | 1,772,000 | |||
Interest accrued | 1,100,000 | |||
Facility Agreement | Convertible Notes | Debt Instrument, Covenant, Period One | ||||
Debt Instrument [Line Items] | ||||
Minimum net quarterly revenues | 50,000,000 | |||
Facility Agreement | Convertible Notes | Debt Instrument, Covenant, Period Two | ||||
Debt Instrument [Line Items] | ||||
Minimum net quarterly revenues | 75,000,000 | |||
Facility Agreement | Convertible Notes | Debt Instrument, Covenant, Period Three | ||||
Debt Instrument [Line Items] | ||||
Minimum net quarterly revenues | 100,000,000 | |||
Facility Agreement | Convertible Note Warrant | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 0 | |||
Debt issuance costs | 0 | |||
Facility Agreement | Optional Redemption | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 0 | |||
Debt issuance costs | 0 | |||
Facility Agreement | Embedded Conversion Option Feature | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 28,160,000 | |||
Debt issuance costs | $ 1,261,000 | |||
Paycheck Protection Program Loan due October 2026 | Notes Payable to Banks | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 1% | |||
Unrealized gain (loss) | $ 183,000 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt, Net of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 09, 2022 |
Debt Instrument [Line Items] | ||
Senior Secured Convertible Note, due August 9, 2027 | $ 110,000 | |
Facility Agreement | ||
Debt Instrument [Line Items] | ||
Less: Unamortized debt issuance costs | $ 4,924 | |
Facility Agreement | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Senior Secured Convertible Note, due August 9, 2027 | 110,000 | |
Less: Unamortized debt issuance costs | 3,454 | $ 3,663 |
Less: Unamortized debt discount | 25,925 | |
Long-term debt, net of unamortized debt discount and issuance costs | $ 80,621 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 110,000 |
Total debt | $ 110,000 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
U.S. federal | $ 0 | $ (180) |
State and local | 20 | 751 |
Total current | 20 | 571 |
Deferred | ||
U.S. federal | (135) | (904) |
State and local | (128) | (338) |
Total deferred | (263) | (1,242) |
Total U.S. federal | (135) | (1,084) |
Total State and local | (108) | 413 |
Income tax (benefit) expense | $ (243) | $ (671) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | $ (19) | $ (2,436) |
State tax, net federal benefit | (101) | (241) |
Meals and entertainment | 14 | 11 |
Transaction costs | 684 | 349 |
Fines and penalties | 0 | 28 |
Stock based compensation | 1,411 | (122) |
Warrant expense | (387) | (774) |
Earnout expense | (12,435) | (5,227) |
PPP loan forgiveness | 0 | (1,058) |
162(m) Analysis | 0 | 1,717 |
162(m) Deferred haircut | 1,433 | 0 |
163(l) Interest expense limitation | 885 | 0 |
DFP derivative expense | (5,082) | 0 |
Goodwill impairment | 569 | 0 |
Prior year deferred true-ups | (2,100) | 0 |
Other state items | 24 | 0 |
Change in valuation allowance | 14,856 | 6,941 |
Other | 5 | 141 |
Income tax (benefit) expense | $ (243) | $ (671) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Deferred rent | $ 0 | $ 173 |
Accrued Expenses | 1,293 | 606 |
Net operating loss carryforwards | 26,357 | 12,686 |
Impaired assets | 1,313 | 1,751 |
Deferred revenue | 334 | 77 |
Stock based compensation | 3,497 | 1,088 |
Interest expense limitation | 21 | 0 |
Charitable contributions | 1 | 0 |
Tenant improvement allowance | (43) | 0 |
ROU Lease liability | 7,913 | 0 |
Financing lease liability | 177 | 0 |
Unrealized gain/loss | 112 | 0 |
Intangibles | 2,530 | 0 |
Total gross deferred tax assets | 43,505 | 16,381 |
Valuation allowance | (34,915) | (14,719) |
Net deferred tax assets | 8,590 | 1,662 |
Deferred tax liabilities: | ||
Property, plant, and equipment | (1,507) | (706) |
Intangibles | 0 | (1,327) |
ROU Asset | (7,013) | 0 |
Financial lease asset | (176) | 0 |
IRC 174 expenditures | (2) | 0 |
Total gross deferred liabilities | (8,698) | (2,033) |
Net deferred tax liabilities | $ (108) | $ (371) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Deferred tax asset, valuation allowance | $ 34,915 | $ 14,719 |
Net change in the total valuation allowance | 20,196 | $ 9,268 |
CALIFORNIA | TOI Parent | ||
Income Tax Contingency [Line Items] | ||
Deferred tax asset, valuation allowance | (9,928) | |
FLORIDA | TOI Parent | ||
Income Tax Contingency [Line Items] | ||
Deferred tax asset, valuation allowance | 18 | |
TEXAS | TOI Parent | ||
Income Tax Contingency [Line Items] | ||
Deferred tax asset, valuation allowance | 2 | |
Federal | ||
Income Tax Contingency [Line Items] | ||
Deferred tax asset, valuation allowance | 24,967 | |
Net operating loss carryforwards | 91,435 | |
Federal | Affiliated Entity | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 73,071 | |
Federal | TOI Parent | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 18,364 | |
State | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 85,733 | |
State | Affiliated Entity | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 68,617 | |
State | TOI Parent | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 17,116 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance of unrecognized tax benefits | $ 99 | $ 1,903 |
Additions based on tax positions related to the current year | 0 | 0 |
Reductions based on tax positions of prior years | 0 | (1,804) |
Reductions due to lapse of applicable statute of limitation | 0 | 0 |
Settlements | 0 | 0 |
Ending balance of unrecognized tax benefits | $ 99 | $ 99 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended | ||||
Dec. 12, 2021 d $ / shares shares | Nov. 12, 2021 vote $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 10, 2022 shares | |
Common and Preferred Shares | |||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common shares, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 73,265,621 | 73,249,042 | |||
Recapitalization exchange ratio | 591 | ||||
Number of common stock, vote per share | vote | 1 | 1 | |||
Dividends, common stock (in dollars per share) | $ | $ 0 | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, liquidation preference per share (in dollars per share) | $ / shares | $ 0.0001 | ||||
Preferred stock, shares outstanding (in shares) | 165,045 | 163,510 | |||
Shares issued upon conversion (in shares) | 100 | ||||
Maximum percent of common stock allowed | 4.90% | ||||
Threshold number of business days before sending notice of redemption to warrant holders | d | 3 | ||||
Number of shares authorized to be repurchased (in shares) | 20,000,000 | ||||
Stock repurchased and retired (in shares) | 1,500,000 | ||||
Common stock repurchase from related party | $ | $ 9,000,000 | $ 0 | |||
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 warrants outstanding (in shares) | 5,749,986 | ||||
Number of securities called by each warrant (in shares) | 1 | 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 | ||||
Private Warrants | |||||
Common and Preferred Shares | |||||
Number of warrants outstanding (in shares) | 3,177,542 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Nov. 12, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 participant | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares shares | Nov. 06, 2020 shares | Jan. 02, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Accelerated vesting | shares | 3,724,000 | ||||||||
Cash received from stock options exercised | $ 858 | $ 0 | |||||||
Series A Convertible Preferred Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Option to conversion outstanding ratio | 0.1 | ||||||||
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) | shares | 15,640 | 13,640 | |||||||
Number of shares outstanding (in shares) | shares | 11,850 | 6,921,180 | 8,049,474 | 8,049,474 | 6,921,180 | 8,683,952 | |||
Share options exchanged (in shares) | shares | 6,925,219 | ||||||||
Compensation costs recognized | $ 11,602 | $ 1,775 | |||||||
Cash used to settle award | $ 20,597 | ||||||||
Accelerated cost | $ 19,953 | ||||||||
Unrecognized compensation cost | $ 22,521 | $ 22,521 | |||||||
Unrecognized compensation cost expected to be recognized over a weighted average period | 2 years 8 months 1 day | 2 years 11 months 23 days | |||||||
Total fair value of common shares vested | $ 2,951 | $ 1,349 | |||||||
Cash received from stock options exercised | 858 | ||||||||
Tax benefit from stock options exercised | $ 2,799 | ||||||||
Stock options | Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Percentage of stock options | 25% | ||||||||
Stock options | Share-based Payment Arrangement, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Percentage of stock options | 75% | ||||||||
Stock options | 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Maximum total number of common shares for which Stock options may be granted (in shares) | shares | 8,808,435 | 8,808,435 | |||||||
RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Share options exchanged (in shares) | shares | 1,291,492 | ||||||||
Compensation costs recognized | $ 618 | ||||||||
Unrecognized compensation cost | $ 278 | $ 278 | |||||||
Unrecognized compensation cost expected to be recognized over a weighted average period | 3 months | ||||||||
Number of shares outstanding (in shares) | shares | 0 | 147,470 | 147,470 | 0 | |||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 10.98 | $ 5.74 | |||||||
Net settled to cover the required withholding tax upon vesting | shares | 64,331 | ||||||||
Award requisite service period | 1 year | ||||||||
Shares granted, trailing closing price per share preceding grant date, period | 5 days | ||||||||
Number of participants | participant | 21 | ||||||||
Medical RSUs, incremental share-based compensation expense | $ 187 | ||||||||
Medical RSUs, after forfeitures share-based compensation expense | (11) | ||||||||
Fair value of the liability-classified medical RSU outstanding | 264 | $ 264 | |||||||
Equity-classified medical RSUs, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 3.56 | ||||||||
Vested (in shares) | 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% | ||||||||
Restricted Stock Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Compensation costs recognized | $ 8,284 | $ 640 | |||||||
Number of shares outstanding (in shares) | shares | 2,210 | ||||||||
Employees Earnout Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||||
Compensation costs recognized | $ 2,167 | $ 7,911 | |||||||
Unrecognized compensation cost expected to be recognized over a weighted average period | 18 days | ||||||||
Number of shares outstanding (in shares) | shares | 1,602,435 | 1,417,632 | 1,417,632 | 1,602,435 | 0 | ||||
Unrecognized compensation expense | $ 552 | $ 552 | |||||||
Vested (in shares) | shares | 0 | ||||||||
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) | $ / shares | $ 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) | $ / shares | $ 6.76 | ||||||||
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 | 2 years 4 months 24 days | ||||||||
Number of shares outstanding (in shares) | shares | 1,291,492 | 2,106,540 | 2,106,540 | 1,291,492 | 1,390,839 | ||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 5.74 | $ 0 | |||||||
Unrecognized compensation expense | $ 15,281 | $ 15,281 | |||||||
Vested (in shares) | shares | 760,973 | 0 | |||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 10.98 | $ 7.25 | $ 7.25 | $ 10.98 | $ 10.98 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions Used in the Black-Scholes-Merton Option-Pricing Model (Details) | 12 Months Ended | ||
Nov. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | |||
Valuation assumptions: | |||
Expected dividend yield | 0% | 0% | |
Expected volatility, minimum | 35% | 35% | |
Expected volatility, maximum | 60% | 40.20% | |
Risk-free interest rate, minimum | 2.33% | 0.76% | |
Risk-free interest rate, maximum | 3.87% | 1.30% | |
Expected term (years) | 7 years | ||
Stock options | Minimum | |||
Valuation assumptions: | |||
Expected term (years) | 5 years 9 months | ||
Stock options | Maximum | |||
Valuation assumptions: | |||
Expected term (years) | 6 years 7 months 24 days | ||
Employees Earnout Shares | |||
Valuation assumptions: | |||
Expected dividend yield | 0% | ||
Expected volatility | 35% | ||
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, 2022 | Dec. 31, 2021 | |
Number of shares | ||
Balance at the beginning (in shares) | 6,921,180 | 8,683,952 |
Granted (in shares) | 2,940,064 | 1,182,218 |
Exercised (in shares) | (973,389) | (2,175,986) |
Forfeited (in shares) | (836,505) | (769,004) |
Expired (in shares) | (1,876) | 0 |
Balance at the end (in shares) | 8,049,474 | 6,921,180 |
Vested options exercisable at the end (in shares) | 2,860,085 | 1,821,909 |
Weighted average exercise price | ||
Balance at the beginning (in dollars per share) | $ 0.88 | $ 0.85 |
Granted (in dollars per share) | 4.67 | 1.08 |
Exercised (in dollars per share) | 0.90 | 0.87 |
Forfeited (in dollars per share) | 2.35 | 0.87 |
Expired (in dollars per share) | 0.97 | 0 |
Balance at the end (in dollars per share) | 2.14 | 0.88 |
Vested options exercisable at the end (in dollars per share) | $ 1.34 | $ 0.87 |
Weighted average remaining contractual term | ||
Balance at the end (in years) | 7 years 7 months 20 days | 8 years 11 months 1 day |
Vested options exercisable at the end (in years) | 6 years 10 months 24 days | 7 years 9 months 10 days |
Aggregate intrinsic value (in thousands) | $ 4,081 | $ 61,379 |
Vested Options Exercisable | $ 2,061 | $ 16,185 |
Share-Based Compensation - RSUs
Share-Based Compensation - RSUs and RSAs, RSAs and Employees Earnout Shares (Details) - $ / shares | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units and Restricted Stock Awards | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Balance at the beginning (in shares) | 1,291,492 | 1,390,839 | ||
Granted (in shares) | 2,163,135 | 0 | ||
Vested (in shares) | (760,973) | 0 | ||
Forfeited (in shares) | (587,114) | (99,347) | ||
Balance at the end (in shares) | 1,291,492 | 2,106,540 | 2,106,540 | 1,291,492 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Balance at the beginning (in dollars per share) | $ 10.98 | $ 10.98 | ||
Granted (in dollars per share) | 5.74 | 0 | ||
Vested (in dollars per share) | 9.31 | 0 | ||
Forfeitures (in dollars per share) | 7.21 | 10.98 | ||
Balance at the ending (in dollars per share) | $ 10.98 | $ 7.25 | $ 7.25 | $ 10.98 |
RSUs | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Balance at the beginning (in shares) | 0 | |||
Granted (in shares) | 208,881 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (61,411) | |||
Balance at the end (in shares) | 0 | 147,470 | 147,470 | 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Granted (in dollars per share) | $ 10.98 | $ 5.74 | ||
Employees Earnout Shares | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Balance at the beginning (in shares) | 1,602,435 | 0 | ||
Granted (in shares) | 0 | 1,603,322 | ||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (184,803) | (887) | ||
Balance at the end (in shares) | 1,602,435 | 1,417,632 | 1,417,632 | 1,602,435 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency payments | $ 350 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||||||
Nov. 21, 2022 USD ($) | Aug. 30, 2022 USD ($) installment | Jul. 22, 2022 USD ($) installment | Jul. 01, 2022 USD ($) | May 01, 2022 USD ($) | Apr. 30, 2022 USD ($) installment | Feb. 12, 2022 USD ($) | Dec. 09, 2021 USD ($) installment | Nov. 19, 2021 USD ($) installment | Nov. 12, 2021 USD ($) vote installment $ / shares shares | Jun. 28, 2021 USD ($) $ / shares shares | May 01, 2021 USD ($) installment | Feb. 12, 2021 USD ($) installment | Dec. 31, 2022 USD ($) businessCombination installment vote asset_acquisition | Dec. 31, 2021 USD ($) businessCombination asset_acquisition | Dec. 12, 2021 shares | |
Business Acquisition [Line Items] | ||||||||||||||||
Number of businesses acquired | businessCombination | 5 | 5 | ||||||||||||||
Number of asset acquisition | asset_acquisition | 1 | 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 | 333,946 | $ 0 | $ 333,946 | |||||||||||||
Payments as a result of recapitalization transaction | 167,510 | $ 0 | 167,510 | |||||||||||||
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 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 509 | 50 | ||||||||||||||
Acquisition and integration expenses paid | 790 | $ 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 | 1 | ||||||||||||||
Private 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] | ||||||||||||||||
Weighted average useful life | 2 years | 10 years | ||||||||||||||
Fair value of total consideration transferred | $ 500 | |||||||||||||||
Cash consideration | 200 | |||||||||||||||
Asset acquisition, deferred cash consideration | $ 100 | $ 300 | ||||||||||||||
Number of installments | installment | 3 | |||||||||||||||
Sapra | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 1 | |||||||||||||||
Hashimi | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of installments | installment | 3 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 150 | |||||||||||||||
Weighted average useful life | 5 years | |||||||||||||||
Raiker | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 1,710 | |||||||||||||||
Cash | 892 | |||||||||||||||
Deferred consideration | $ 818 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 409 | |||||||||||||||
Cumulative revenue | 12,981 | |||||||||||||||
Cumulative net income (loss) | $ 5 | |||||||||||||||
Grant | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 849 | |||||||||||||||
Cash | 849 | |||||||||||||||
Deferred consideration | $ 0 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 200 | |||||||||||||||
Weighted average useful life | 5 years | |||||||||||||||
Orr | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 816 | |||||||||||||||
Cash | 816 | |||||||||||||||
Deferred consideration | $ 0 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 200 | |||||||||||||||
Weighted average useful life | 5 years | |||||||||||||||
Dave | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 2,000 | |||||||||||||||
Cash | 2,000 | |||||||||||||||
Deferred consideration | $ 0 | |||||||||||||||
Number of installments | installment | 3 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 750 | |||||||||||||||
Contingent consideration, number of installments paid | installment | 2 | |||||||||||||||
Yang | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 4,615 | |||||||||||||||
Cash | 4,615 | |||||||||||||||
Deferred consideration | $ 0 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 2,500 | |||||||||||||||
Weighted average useful life | 5 years | |||||||||||||||
Perkins | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 8,920 | |||||||||||||||
Cash | 8,920 | |||||||||||||||
Deferred consideration | $ 0 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 2,000 | |||||||||||||||
Perkins | Trade names | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangibles assets acquired | $ 2,480 | |||||||||||||||
Weighted average useful life | 10 years | |||||||||||||||
Perkins | Clinical contracts and noncompetes | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangibles assets acquired | $ 70 | |||||||||||||||
Weighted average useful life | 5 years | |||||||||||||||
Parikh | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 1,908 | |||||||||||||||
Cash | 1,908 | |||||||||||||||
Deferred consideration | $ 0 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 400 | |||||||||||||||
Weighted average useful life | 3 years | |||||||||||||||
Barreras | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total consideration transferred | $ 929 | |||||||||||||||
Cash | 929 | |||||||||||||||
Deferred consideration | $ 0 | |||||||||||||||
Number of installments | installment | 2 | |||||||||||||||
Payment of deferred consideration liability for acquisition | $ 250 | |||||||||||||||
Weighted average useful life | 5 years |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Assets Acquired and Liabilities Assumed as Part of the Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||||
Nov. 21, 2022 | Oct. 07, 2022 | Aug. 30, 2022 | Jul. 22, 2022 | Apr. 30, 2022 | Dec. 09, 2021 | Nov. 19, 2021 | Nov. 12, 2021 | Feb. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Goodwill | $ 21,418 | $ 26,626 | |||||||||
Total | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | 21,399 | ||||||||||
Deferred | 818 | ||||||||||
Fair value of total consideration transferred | 22,217 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 65 | ||||||||||
Accounts receivable | 581 | ||||||||||
Inventory | 1,331 | ||||||||||
Property and equipment, net | 233 | ||||||||||
Operating right of use assets | 1,742 | ||||||||||
Goodwill | 17,136 | ||||||||||
Total assets acquired | 24,430 | ||||||||||
Accounts payable | 120 | ||||||||||
Current portion of operating lease liabilities | 396 | ||||||||||
Accrued liabilities | 19 | ||||||||||
Current portion of long term debt | 332 | ||||||||||
Operating lease liabilities | 1,346 | ||||||||||
Total liabilities assumed | 2,213 | ||||||||||
Net assets acquired | 22,217 | ||||||||||
Total | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 862 | ||||||||||
Total | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 2,480 | ||||||||||
Raiker | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 892 | ||||||||||
Deferred | 818 | ||||||||||
Fair value of total consideration transferred | 1,710 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 65 | ||||||||||
Accounts receivable | 398 | ||||||||||
Inventory | 62 | ||||||||||
Property and equipment, net | 0 | ||||||||||
Operating right of use assets | 0 | ||||||||||
Goodwill | 1,454 | ||||||||||
Total assets acquired | 1,979 | ||||||||||
Accounts payable | 120 | ||||||||||
Current portion of operating lease liabilities | 0 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 149 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Total liabilities assumed | 269 | ||||||||||
Net assets acquired | 1,710 | ||||||||||
Raiker | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 0 | ||||||||||
Raiker | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 | ||||||||||
Grant | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 849 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 849 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 49 | ||||||||||
Property and equipment, net | 0 | ||||||||||
Operating right of use assets | 0 | ||||||||||
Goodwill | 350 | ||||||||||
Total assets acquired | 849 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 0 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Total liabilities assumed | 0 | ||||||||||
Net assets acquired | 849 | ||||||||||
Grant | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 450 | ||||||||||
Grant | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 0 | ||||||||||
Orr | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | 816 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 816 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 183 | ||||||||||
Inventory | 16 | ||||||||||
Property and equipment, net | 13 | ||||||||||
Operating right of use assets | 0 | ||||||||||
Goodwill | 637 | ||||||||||
Total assets acquired | 999 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 0 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 183 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Total liabilities assumed | 183 | ||||||||||
Net assets acquired | 816 | ||||||||||
Orr | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 150 | ||||||||||
Orr | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 | ||||||||||
Dave | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 2,000 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 2,000 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 0 | ||||||||||
Property and equipment, net | 35 | ||||||||||
Operating right of use assets | 0 | ||||||||||
Goodwill | 1,895 | ||||||||||
Total assets acquired | 2,007 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 0 | ||||||||||
Accrued liabilities | 7 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Total liabilities assumed | 7 | ||||||||||
Net assets acquired | 2,000 | ||||||||||
Dave | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 77 | ||||||||||
Dave | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 | ||||||||||
Yang | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 4,615 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 4,615 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 115 | ||||||||||
Property and equipment, net | 19 | ||||||||||
Operating right of use assets | 0 | ||||||||||
Goodwill | 4,413 | ||||||||||
Total assets acquired | 4,615 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 0 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Total liabilities assumed | 0 | ||||||||||
Net assets acquired | 4,615 | ||||||||||
Yang | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 68 | ||||||||||
Yang | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 | ||||||||||
Perkins | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 8,920 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 8,920 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 408 | ||||||||||
Property and equipment, net | 123 | ||||||||||
Operating right of use assets | 447 | ||||||||||
Goodwill | 5,851 | ||||||||||
Total assets acquired | 9,379 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 135 | ||||||||||
Accrued liabilities | 12 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 312 | ||||||||||
Total liabilities assumed | 459 | ||||||||||
Net assets acquired | 8,920 | ||||||||||
Perkins | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 70 | ||||||||||
Perkins | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 2,480 | ||||||||||
Parikh | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 1,908 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 1,908 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 307 | ||||||||||
Property and equipment, net | 15 | ||||||||||
Operating right of use assets | 1,118 | ||||||||||
Goodwill | 1,566 | ||||||||||
Total assets acquired | 3,026 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 169 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 949 | ||||||||||
Total liabilities assumed | 1,118 | ||||||||||
Net assets acquired | 1,908 | ||||||||||
Parikh | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 20 | ||||||||||
Parikh | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 | ||||||||||
Barreras | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 929 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 929 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 279 | ||||||||||
Property and equipment, net | 23 | ||||||||||
Operating right of use assets | 83 | ||||||||||
Goodwill | 624 | ||||||||||
Total assets acquired | 1,012 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 60 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 23 | ||||||||||
Total liabilities assumed | 83 | ||||||||||
Net assets acquired | 929 | ||||||||||
Barreras | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 3 | ||||||||||
Barreras | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 | ||||||||||
De La Rosa Costa | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 25 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 25 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 0 | ||||||||||
Property and equipment, net | 0 | ||||||||||
Operating right of use assets | 6 | ||||||||||
Goodwill | 25 | ||||||||||
Total assets acquired | 31 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 6 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Total liabilities assumed | 6 | ||||||||||
Net assets acquired | 25 | ||||||||||
De La Rosa Costa | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 0 | ||||||||||
De La Rosa Costa | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 | ||||||||||
Hashimi | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 445 | ||||||||||
Deferred | 0 | ||||||||||
Fair value of total consideration transferred | 445 | ||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Cash | 0 | ||||||||||
Accounts receivable | 0 | ||||||||||
Inventory | 95 | ||||||||||
Property and equipment, net | 5 | ||||||||||
Operating right of use assets | 88 | ||||||||||
Goodwill | 321 | ||||||||||
Total assets acquired | 533 | ||||||||||
Accounts payable | 0 | ||||||||||
Current portion of operating lease liabilities | 26 | ||||||||||
Accrued liabilities | 0 | ||||||||||
Current portion of long term debt | 0 | ||||||||||
Operating lease liabilities | 62 | ||||||||||
Total liabilities assumed | 88 | ||||||||||
Net assets acquired | 445 | ||||||||||
Hashimi | Clinical contracts and noncompetes | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | 24 | ||||||||||
Hashimi | Trade names | |||||||||||
Estimated fair value of identifiable assets acquired and liabilities assumed: | |||||||||||
Intangibles assets acquired | $ 0 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Revenue | $ 266,230 | $ 234,053 |
Net income (loss) | $ 2,140 | $ (6,030) |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Consolidated Financial Statements of VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and restricted cash | $ 14,010 | $ 115,174 | $ 5,998 |
Accounts receivable | 39,816 | 20,007 | |
Other receivables | 617 | 1,237 | |
Inventories, net | 9,261 | 6,438 | |
Prepaid expenses | 6,918 | 11,200 | |
Total current assets | 130,418 | 154,056 | |
Property and equipment, net | 8,547 | 4,192 | |
Other assets | 477 | 320 | |
Intangible assets, net | 17,957 | 18,245 | |
Goodwill | 21,418 | 26,626 | |
Total assets | 261,665 | 203,439 | |
Current liabilities: | |||
Accounts payable | 9,372 | 15,559 | |
Income taxes payable | 255 | 132 | |
Accrued expenses and other current liabilities | 14,595 | 13,924 | |
Current portion of long-term debt | 0 | 183 | |
Total current liabilities | 29,720 | 29,798 | |
Other non-current liabilities | 868 | 6,900 | |
Deferred income taxes liability | 108 | 371 | |
Total liabilities | 138,490 | 99,280 | |
Variable Interest Entity | |||
Current assets: | |||
Cash and restricted cash | 1,070 | 1,618 | |
Accounts receivable | 39,817 | 20,007 | |
Other receivables | 220 | 935 | |
Inventories, net | 9,262 | 6,438 | |
Prepaid expenses | 841 | 781 | |
Total current assets | 51,210 | 29,779 | |
Property and equipment, net | 168 | 0 | |
Other assets | 441 | 276 | |
Intangible assets, net | 3,343 | 1,181 | |
Goodwill | 15,832 | 11,096 | |
Total assets | 70,994 | 42,332 | |
Current liabilities: | |||
Accounts payable | 8,296 | 14,204 | |
Income taxes payable | 132 | 132 | |
Accrued expenses and other current liabilities | 5,129 | 5,539 | |
Current portion of long-term debt | 0 | 183 | |
Amounts due to affiliates | 140,218 | 56,312 | |
Total current liabilities | 153,775 | 76,370 | |
Other non-current liabilities | 739 | 3,203 | |
Deferred income taxes liability | 58 | 6 | |
Total liabilities | $ 154,572 | $ 79,579 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 29,075 | $ 26,479 |
Accumulated amortization | (11,118) | (8,234) |
Total | $ 17,957 | $ 18,245 |
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 | $ 19,400 |
Accumulated amortization | (8,038) | (6,152) |
Total | $ 11,362 | $ 13,248 |
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 | $ 6,650 | $ 4,170 |
Accumulated amortization | (1,941) | (1,350) |
Total | $ 4,709 | $ 2,820 |
Clinical contracts and noncompetes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 8 years | 10 years |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 3,025 | $ 2,909 |
Accumulated amortization | (1,139) | (732) |
Total | $ 1,886 | $ 2,177 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Year ending December 31: | ||
2023 | $ 2,913 | |
2024 | 2,913 | |
2025 | 2,909 | |
2026 | 2,884 | |
2027 | 2,757 | |
Thereafter | 3,581 | |
Total | $ 17,957 | $ 18,245 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Estimated Aggregate Amortization Expense - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2,885 | $ 2,515 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 21,418 | $ 26,626 |
Patient services | ||
Goodwill [Line Items] | ||
Goodwill | 16,235 | 21,443 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Balance as of January 1: | $ 26,626 | $ 14,227 | |
Goodwill acquired | $ 4,736 | 12,399 | |
Goodwill impairment charges (see Note 2) | (9,944) | 0 | |
Goodwill, net as of December 31 | $ 21,418 | $ 26,626 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) attributable to TOI | $ 152 | $ (10,927) |
Less: Deemed dividend | 64 | 0 |
Net income (loss) attributable to TOI available for distribution | 88 | (10,927) |
Net income (loss) attributable to participating securities, basic | 20 | (299) |
Net income (loss) attributable to common stockholders, basic | $ 68 | $ (10,628) |
Net income (loss) per share attributable to common stockholders, basic (in usd per share) | $ 0 | $ (0.16) |
Less: Change in fair value of conversion derivative liabilities | $ 20,656 | $ 0 |
Net loss attributable to TOI available for distribution | (20,568) | (10,927) |
Net loss attributable to participating securities, diluted | (3,588) | (299) |
Net loss attributable to common stockholders, diluted | $ (16,980) | $ (10,628) |
Weighted average common shares outstanding, basic (in shares) | 72,793,497 | 66,230,606 |
Dilutive effect of convertible note (in shares) | 5,100,809 | 0 |
Weighted average shares outstanding, diluted (in shares) | 80,605,600 | 66,230,606 |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (0.21) | $ (0.16) |
Stock options | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Dilutive effect of share-based payment arrangements (in shares) | 2,572,570 | 0 |
RSUs | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Dilutive effect of share-based payment arrangements (in shares) | 77,717 | 0 |
Medical RSUs | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Dilutive effect of share-based payment arrangements (in shares) | 61,007 | 0 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,461,592 | 6,921,180 |
RSUs | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,677,516 | 1,291,492 |
Medical RSUs | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 301,396 | 0 |
Earnout Shares | ||
Basic and diluted net income (loss) per share of common stock: | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,417,632 | 1,602,435 |
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 | 5,749,986 |
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 | 3,177,542 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Summary o
Segment Information - Summary of Summarized Financial Information for the Company's Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information | ||
Consolidated revenue | $ 252,483,000 | $ 203,003,000 |
Total segment depreciation expense | 1,526,000 | 826,000 |
Total segment amortization | 2,885,000 | 2,515,000 |
Goodwill impairment charges | 9,944,000 | 0 |
Selling, general and administrative expense | 119,689,000 | 83,365,000 |
Non-segment depreciation and amortization | 4,411,000 | 3,341,000 |
Loss from operations | (81,951,000) | (45,858,000) |
Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 252,483,000 | 203,003,000 |
Total segment direct costs | 200,390,000 | 162,155,000 |
Total segment depreciation expense | 1,207,000 | 783,000 |
Total segment amortization | 2,886,000 | 2,516,000 |
Total segment operating income | 48,000,000 | 37,549,000 |
Goodwill impairment charges | 9,944,000 | 0 |
Selling, general and administrative expense | 119,689,000 | 83,365,000 |
Non-segment assets | ||
Segment Reporting Information | ||
Non-segment depreciation and amortization | 318,000 | 42,000 |
Patient services | Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 166,785,000 | 124,074,000 |
Total segment direct costs | 134,761,000 | 99,401,000 |
Total segment depreciation expense | 1,202,000 | 659,000 |
Total segment amortization | 2,675,000 | 2,305,000 |
Total segment operating income | 28,147,000 | 21,709,000 |
Goodwill impairment charges | 9,944,000 | 0 |
Dispensary | Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 79,343,000 | 72,550,000 |
Total segment direct costs | 65,111,000 | 62,102,000 |
Total segment depreciation expense | 4,000 | 1,000 |
Total segment amortization | 0 | 0 |
Total segment operating income | 14,228,000 | 10,447,000 |
Goodwill impairment charges | 0 | 0 |
Clinical trials & other | Operating segments | ||
Segment Reporting Information | ||
Consolidated revenue | 6,355,000 | 6,379,000 |
Total segment direct costs | 518,000 | 652,000 |
Total segment depreciation expense | 1,000 | 123,000 |
Total segment amortization | 211,000 | 211,000 |
Total segment operating income | 5,625,000 | 5,393,000 |
Goodwill impairment charges | $ 0 | $ 0 |
Segment Information - Assets (D
Segment Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information | ||
Total assets | $ 261,665 | $ 203,439 |
Non-segment assets | ||
Segment Reporting Information | ||
Total assets | 178,106 | 140,435 |
Patient services | Operating segments | ||
Segment Reporting Information | ||
Total assets | 64,869 | 44,223 |
Dispensary | Operating segments | ||
Segment Reporting Information | ||
Total assets | 7,194 | 4,277 |
Clinical trials & other | Operating segments | ||
Segment Reporting Information | ||
Total assets | $ 11,496 | $ 14,504 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | ||
Total related party payments | $ 9,150 | $ 744 |
Payments to Affiliated Entities | American Institute of Research | ||
Related Party Transactions | ||
Total related party payments | 100 | 152 |
Payments to Affiliated Entities | Karen M Johnson | ||
Related Party Transactions | ||
Total related party payments | 56 | 0 |
Payments to Affiliated Entities | Richard Barasch | ||
Related Party Transactions | ||
Total related party payments | 12 | 0 |
Payments to Affiliated Entities | Anne M. McGeorge | ||
Related Party Transactions | ||
Total related party payments | 44 | 0 |
Payments to Affiliated Entities | Mohit Kaushal | ||
Related Party Transactions | ||
Total related party payments | 57 | 0 |
Payments to Affiliated Entities | Ravi Sarin | ||
Related Party Transactions | ||
Total related party payments | 57 | 0 |
Payments to Affiliated Entities | Maeve O'Meara Duke | ||
Related Party Transactions | ||
Total related party payments | 57 | 0 |
Payments to Affiliated Entities | Havencrest Capital Management, LLC | ||
Related Party Transactions | ||
Total related party payments | 0 | 166 |
Payments to Affiliated Entities | M33 Growth LLC | ||
Related Party Transactions | ||
Total related party payments | 0 | 353 |
Payments to Affiliated Entities | Richy Agajanian MD - Share Repurchases | ||
Related Party Transactions | ||
Total related party payments | 8,745 | 0 |
Payments to Affiliated Entities | Richy Agajanian MD - Clinical Trials | ||
Related Party Transactions | ||
Total related party payments | 22 | 21 |
Payments to Affiliated Entities | Veeral Desai | ||
Related Party Transactions | ||
Total related party payments | $ 0 | $ 52 |