0001104659-22-062776 | S-1 | XBRL Viewer

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Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2022
Cover [Abstract]
Document Type	S-1
Entity Registrant Name	The Oncology Institute, Inc.
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001799191
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash (includes restricted cash of $875 and $875 as of March 31, 2022 and December 31, 2021)	$ 95,534	$ 115,174	$ 27,412	$ 5,998	$ 2,446
Accounts receivable	24,513	20,007		17,146
Other receivables	1,279	1,237		113
Inventories, net	7,770	6,438		4,354
Prepaid expenses	10,744	11,200		2,109
Total current assets	139,840	154,056		29,720
Property and equipment, net	4,909	4,192		2,104
Operating right of use assets	17,233	0
Intangible assets, net	17,572	18,245		19,516
Goodwill	26,626	26,626		14,227
Other assets	332	320		122
Total assets	206,512	203,439	203,439	65,689
Current liabilities:
Current portion of operating lease liabilities	4,277	0
Current portion of long-term debt	0	183		5,368
Accounts payable	12,596	15,559		12,643
Income taxes payable	132	132		1,144
Accrued expenses and other current liabilities	14,516	13,924		9,452
Total current liabilities	31,521	29,798		28,607
Operating lease liabilities	14,409	0
Derivative warrant liabilities	3,654	2,193
Derivative earnout liabilities	20,578	60,018
Other non-current liabilities	3,801	6,900		807
Deferred income taxes liability	551	371		1,613
Total liabilities	74,514	99,280		37,588
Commitments and contingencies
Stockholders' equity:
TOI Common shares, $0.0001 par value, Authorized 500,000,000 shares; 73,276,230 and 73,249,042 shares issued and outstanding at March 31, 2022 and December 31, 2021	7	7		6
TOI Convertible Series A Common Equivalent Preferred Shares, $0.0001 par value. Authorized 10,000,000 shares; 163,510 shares issued and outstanding at March 31, 2022 and December 31, 2021	0	0		0
Additional paid-in capital	175,939	167,386		80,402
Accumulated deficit	(43,948)	(63,234)		(52,307)
Total stockholders' equity	131,998	104,159	$ 47,146	28,101	$ (5,921)
Total liabilities, cumulative preferred shares and stockholders' equity	$ 206,512	$ 203,439		$ 65,689

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Nov. 06, 2020	Sep. 10, 2018
Restricted cash	$ 875	$ 875		$ 0
Common shares, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000			400,000	20,000
Common stock, shares issued (in shares)	73,276,230	73,249,042
Common stock, shares outstanding (in shares)	73,276,230	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)	163,510	163,510		0
Series A preferred shares, outstanding (in shares)	163,510	163,510		0
Total assets	$ 206,512	$ 203,439	$ 203,439	$ 65,689
Total liabilities	74,514	99,280		37,588
Variable Interest Entity
Total assets	49,238	42,332		22,639
Total liabilities	$ 96,129	$ 79,579		$ 40,426

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenue
Total operating revenue	$ 55,161	$ 48,580	$ 203,003	$ 187,515
Operating expenses
Selling, general and administrative expense	29,806	11,178	83,365	41,898
Depreciation and amortization	987	777	3,341	3,178
Total operating expenses	73,632	50,333	248,861	195,712
Loss from operations	(18,471)	(1,753)	(45,858)	(8,197)
Other non-operating expense (income)
Interest expense	74	101	320	347
Change in fair value of derivative warrant liabilities	1,461	0	(3,686)	0
Change in fair value of earnout liabilities	(39,440)	0	(24,891)	0
Gain on debt extinguishment	(183)	0	(4,957)	0
Other, net	151	(1,076)	(1,046)	6,271
Total other non-operating income	(37,937)	(975)	(34,260)	6,618
Income before provision for income (loss) taxes	19,466	(778)	(11,598)	(14,815)
Income tax expense	(180)	(218)	671	493
Net income (loss)	$ 19,286	$ (996)	$ (10,927)	$ (14,322)
Net income (loss) per share attributable to common stockholders:
Basic (in usd per share)	$ 0.22	$ (0.02)	$ (0.16)	$ (0.24)
Diluted (in usd per share)	$ 0.21	$ (0.02)	$ (0.16)	$ (0.24)
Weighted-average number of shares outstanding:
Basic (in shares)	73,252,365	62,853,419	66,230,606	59,117,723
Diluted (in shares)	76,247,966	62,853,419	66,230,606	59,117,723
Patient services
Revenue
Total operating revenue	$ 35,057	$ 29,622	$ 124,074	$ 116,817
Operating expenses
Direct costs	27,378	23,086	99,401	95,747
Dispensary
Revenue
Total operating revenue	18,679	17,618	72,550	63,890
Operating expenses
Direct costs	15,324	15,123	62,102	53,907
Clinical trials & other
Revenue
Total operating revenue	1,425	1,340	6,379	6,808
Operating expenses
Direct costs	$ 137	$ 169	$ 652	$ 982

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)	Preferred stock Previously Reported Legacy TOI Preferred Stock USD ($) shares	Preferred stock Previously Reported USD ($) shares	Preferred stock Revision of Prior Period, Adjustment Legacy TOI Preferred Stock USD ($) shares	Preferred stock Revision of Prior Period, Adjustment USD ($) shares	Preferred stock Legacy TOI Preferred Stock USD ($) shares	Preferred stock Legacy TOI Preferred Stock USN ($) shares	Preferred stock USD ($) shares	Preferred stock USN ($) shares	Common stock Previously Reported Legacy TOI Common Stock USD ($) shares	Common stock Previously Reported USD ($) shares	Common stock Revision of Prior Period, Adjustment Legacy TOI Common Stock USD ($) shares	Common stock Revision of Prior Period, Adjustment USD ($) shares	Common stock Legacy TOI Common Stock USD ($) shares	Common stock Legacy TOI Common Stock USN ($) shares	Common stock USD ($) shares	Common stock USN ($) shares	Additional paid in capital Previously Reported USD ($)	Additional paid in capital Revision of Prior Period, Adjustment USD ($)	Additional paid in capital USD ($)	Retained Earnings/ (Accumulated Deficit) Previously Reported USD ($)	Retained Earnings/ (Accumulated Deficit) Revision of Prior Period, Adjustment USD ($)	Retained Earnings/ (Accumulated Deficit) USD ($)	Previously Reported USD ($)	Revision of Prior Period, Adjustment USD ($)	USD ($)
Balance at beginning (in shares) at Dec. 31, 2019 \| shares	(11,451)	0	0	0					(100)	59,101,090	0	59,101,090
Balance at beginning at Dec. 31, 2019	$ (100,114,000)	$ 0	$ 0	$ 0	$ 100,114,000	$ 11,451	$ 0	$ 0	$ 0	$ 6,000	$ 0	$ 6,000	$ 0	$ 100	$ 0	$ 0	$ 48,137,000	$ 48,231,000	$ 94,000	$ 0	$ (6,015,000)	$ (6,015,000)	$ 48,143,000	$ 42,222,000	$ (5,921,000)
Changes in Stockholders' Equity
Net income (loss)					0		0						0		0				0			(14,322,000)			(14,322,000)
Share-based compensation expense					$ 0	$ 0	$ 0	$ 0					$ 0	$ 0	$ 0	$ 0			(151,000)			0			(151,000)
Balance at ending (in shares) at Dec. 31, 2020 \| shares	11,451	0	(11,451)		0	0	0	0	0	0		59,160,192	0	0	59,160,192	59,160,192
Balance at ending at Dec. 31, 2020	$ 100,000	$ 0	$ (100,000)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 6,000	$ 0	$ 0	$ 6,000	$ 59,160,192	294,000	80,108,000	80,402,000	(52,307,000)		(52,307,000)	(52,013,000)	80,114,000	28,101,000
Changes in Stockholders' Equity
Net income (loss)																						(996,000)			(996,000)
Share-based compensation expense																			42,000						42,000
Balance at ending (in shares) at Mar. 31, 2021 \| shares					0	0	0	0					0	0	66,021,829	66,021,829
Balance at ending at Mar. 31, 2021					$ 0		$ 0						$ 0		$ 7,000				100,442,000			(53,303,000)			47,146,000
Balance at beginning (in shares) at Dec. 31, 2020 \| shares	11,451	0	(11,451)		0	0	0	0	0	0		59,160,192	0	0	59,160,192	59,160,192
Balance at beginning at Dec. 31, 2020	$ 100,000	$ 0	$ (100,000)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 6,000	$ 0	$ 0	$ 6,000	$ 59,160,192	$ 294,000	$ 80,108,000	80,402,000	$ (52,307,000)		(52,307,000)	$ (52,013,000)	$ 80,114,000	28,101,000
Changes in Stockholders' Equity
Net income (loss)					$ 0	$ 0	$ 0	$ 0					$ 0	$ 0	$ 0	$ 0			0			(10,927,000)			(10,927,000)
Legacy TOI preferred stock issued and issuance of common stock (in shares) \| shares					0	0	163,510	163,510					0	0	0	0
Legacy TOI preferred stock issued and issuance of common stock					$ 0	$ 0	$ 0	$ 0					$ 0	$ 0	$ 1,000	$ 14,088,850			46,098,000			0			46,099,000
Share-based compensation expense					0		$ 0						0		$ 0				24,535,000			0			24,535,000
Balance at ending (in shares) at Dec. 31, 2021 \| shares							163,510	163,510							73,249,042	73,249,042
Balance at ending at Dec. 31, 2021					$ 0	$ 0	$ 0	$ 163,510					$ 0	$ 0	$ 7,000	$ 73,249,042			167,386,000			(63,234,000)			104,159,000
Changes in Stockholders' Equity
Net income (loss)																						19,286,000			19,286,000
Stock Issued During Period, Value, Restricted Stock Award, Gross																									131,998,000
Issuance of common stock upon vesting of RSUs (in shares) \| shares															27,188	27,188
Share-based compensation expense																			8,553,000						8,553,000
Balance at ending (in shares) at Mar. 31, 2022 \| shares							163,510	163,510							73,276,230	73,276,230
Balance at ending at Mar. 31, 2022															$ 7,000				$ 175,939,000			$ (43,948,000)			$ 131,998,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 19,286	$ (996)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization	987	777
Amortization of debt issuance costs	0	18
Share-based compensation	8,553	42
Increase in fair value of liability classified warrants	1,461	0
Decrease in fair value of liability classified earnouts	(39,440)	0
Deferred taxes	180	221
Gain on debt extinguishment	(183)	0
Bad debt expense	154	0
Loss on disposal of property and equipment	14	0
Changes in operating assets and liabilities:
Accounts receivable	(4,660)	(550)
Inventories	(1,332)	10
Other receivables	(42)	(20)
Prepaid expenses	456	56
Other current assets	0	(353)
Operating right of use assets	942	0
Other assets	(11)	(37)
Accrued expenses and other current liabilities	526	358
Income taxes payable	0	102
Accounts payable	(2,963)	474
Current and long-term operating lease liabilities	(909)	0
Other non-current liabilities	0	362
Net cash and restricted cash (used in) provided by operating activities	(16,981)	464
Cash flows from investing activities:
Purchases of property and equipment	(1,002)	(619)
Cash paid for practice acquisitions, net	0	(827)
Net cash and restricted cash used in investing activities	(1,002)	(1,446)
Cash flows from financing activities:
Advances from line of credit	0	2,500
Payments made for financing of insurance payments	(1,235)	0
Payment of deferred consideration liability for acquisition	(409)	0
Principal payments on long-term debt	0	(94)
Principal payments on financing leases	(13)	(10)
Issuance of Legacy TOI preferred stock	0	20,000
Net cash and restricted cash (used in) provided by financing activities	(1,657)	22,396
Net (decrease) increase in cash and restricted cash	(19,640)	21,414
Cash and restricted cash at beginning of period	115,174	5,998
Cash and restricted cash at end of period	95,534	27,412
Supplemental disclosure of cash flow information:
Interest and principal forgiven from Paycheck Protection Program loans	183	0
Cash paid for:
Income taxes	0	4
Interest	$ 74	$ 0

Description of the Business

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

Note 1. Description of the Business

Overview of the Business

The Oncology Institute, Inc. (“TOI”) is the successor entity to DFP Healthcare Acquisitions Corp. (“DFPH”). DFPH is a Delaware corporation originally formed in 2019 as a publicly-traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination (“Business Combination”). TOI was originally founded in 2007 and is a community oncology practice that operates value-based oncology services platforms. TOI has three wholly-owned subsidiaries, TOI Parent, Inc. (“TOI Parent”), TOI Acquisition, LLC (“TOI Acquisition”) and TOI Management, LLC (“TOI Management”). Additionally, TOI Management holds master services agreements with affiliated physician-owned professional entities (“TOI PCs”) that confer controlling financial interest over the professional entities and their wholly-owned subsidiaries (TOI PCs, together with TOI, the “Company”).

On November 12, 2021 (“Closing Date”), the Business Combination closed following a series of mergers, which resulted in DFPH emerging as the parent of the combined entity Orion Merger Sub II, LLC and TOI Parent (together, “Legacy TOI”). DFPH was renamed “The Oncology Institute, Inc.” and common stock and “Public Warrants” continued to be listed on Nasdaq under the ticker symbols “TOI” and “TOIIW,” respectively (See Note 16).

Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion and pharmacy, clinical trials, radiation, educational seminars, support groups, counseling, and 24/7 patient assistance. TOI’s mission is to heal and empower cancer patients through compassion, innovation and state-of-the-art medical care. The Company brings comprehensive, integrated cancer care into the community setting, including clinical trials, palliative care programs, stem cell transplants, transfusions, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company, through it consolidating subsidiary Innovative Clinical Research Institute, LLC (“ICRI”), performs cancer clinical trials through a network of cancer care specialists. ICRI conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world.

The Company has 84 oncologists and mid-level professionals across 53 clinic locations located within four states: California, Nevada, Arizona, and Florida. The Oncology Institute CA, a Professional Corporation (“TOI CA”), one of the TOI PCs, is comprised of the clinic locations in California, Nevada, and Arizona. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, MediCal, and commercial patients.

Note 1. Description of the Business

Overview of the Business

The Company has 86 oncologists and mid-level professionals across 53 clinic locations located within four states: California, Nevada, Arizona, and Florida. The Oncology Institute CA, a Professional Corporation (“TOI CA”), one of the TOI PCs, is comprised of the clinic locations in California, Nevada, and Arizona. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, MediCal, and commercial patients.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. However, the Company believes that the disclosures are adequate to ensure the information is not misleading. In the opinion of management, all adjustments (of normal and recurring nature) considered necessary for fair presentation have been reflected in these interim statements. As such, the information included in the accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes as of, and for the year ended December 31, 2021, issued on March 11, 2022.

Principles of Consolidation

The accompanying condensed 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 condensed consolidated statements of operations.

The Company holds variable interests in clinical practices, TOI PCs, for which it cannot legally own, as a result of entering into master services agreements (“MSAs”). As of March 31, 2022, TOI held variable interest in The Oncology Institute CA, a Professional Corporation (TOI CA) and The Oncology Institute FL, LLC, a Professional Corporation (“TOI FL,”), both of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 17, the shareholders of the Company’s consolidating VIEs own a minority of the issued and outstanding common shares of the Company.

Business Combinations

The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification Topic No. 805, Business Combinations (“ASC 805”). Per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired.

The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of 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 care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.

Use of Estimates

The preparation of condensed 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such

estimates and assumptions include judgements related to revenue recognition, estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes.

Net 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. 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, earnout shares (defined in Note 14), public warrants and private placement warrants. For periods where the Company has net losses, diluted net loss per share is the same as basic net loss per share because inclusion of potential common shares in the diluted net loss per share calculation has an antidilutive effect.

The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants and private placement warrants. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted EPS until the market conditions have been met (see more detail on the earnout shares in Note 14). 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.

Emerging Growth Company

Pursuant to the Business Combination, the Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

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. ASC 842 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 condensed 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. As a result of the Company’s adoption of ASC 842, the Company recorded an initial adjustment to the opening balance sheet of $16,439 to operating ROU assets, $3,970 to current portion of operating lease liabilities, $13,796 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 statement of income (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 guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

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

after December 15, 2022. An entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740, Income Taxes. This new standard is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. The new standard is effective for the Company beginning January 1, 2022, and for interim periods beginning January 1, 2023. The guidance in the new standard has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of ASU 2019-12 on the Company’s consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company beginning January 1, 2024. The Company is currently evaluating the effect of ASU 2020-06 on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company will adopt ASU 2021-08 on January 1, 2024 on a prospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

Note 2. 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 holds variable interests in clinical practices, TOI PCs, for which it cannot legally own, as a result of entering into master services agreements (“MSAs”). As of December 31, 2021, TOI held variable interest in The Oncology Institute CA, a Professional Corporation (TOI CA) and The Oncology Institute FL, LLC, a Professional Corporation (“TOI FL,”), both of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 17, the shareholders of the Company’s consolidating VIEs own a minority of the issued and outstanding common shares of the Company.

Business Combinations

The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFP, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of TOI Parent.

Segment Reporting

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgements related to revenue recognition, estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss per share has been retrospectively adjusted for all periods presented prior to the Business

Combination. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, Earnout Shares and warrants.

As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Revenue Recognition

The Company follows the accounting requirements of Accounting Standard Codification Topic No. 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. This principle is achieved through applying the following five-step approach:

Identification of the contract, or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of the transaction price.

Allocation of the transaction price to the performance obligations in the contract.

Recognition of revenue when, or as, an entity satisfies a performance obligation.

The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”); (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals and independent practice associations (“IPAs”)); and (v) individual patients and clients.

Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, dispensary revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the payor. The following paragraphs provide a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each.

Capitation

Capitation revenues of the Company consist primarily of fees for medical services provided to patients by the Company under a capitated arrangement with various managed care organizations. Capitation revenue is paid monthly to the Company based on the number of enrollees assigned to the Company by the contracted managed care organization (per member, per month; or “PMPM”). Capitation contracts generally have a legal term of one year or longer. Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patient-customers can and do change month over month. The transaction price for capitation contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. The Company generally estimates the transaction price using the most likely methodology and amounts are only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Certain contracts include terms for a capitation deduction where the cost of out-of-network referrals of members by the Company are deducted from the future payment. The deductions vary depending on the payor and are often not known until a future period. As such, the Company adjusts the transaction price for capitation deductions based on historic experience such that the amount of capitation revenue is constrained to the extent that it is not probable a significant reversal of revenue will occur in the future. Revenue is recognized in the month services

are rendered on the basis of the transaction price established at that time. If subsequent information resolves uncertainties related to the transaction price, adjustments will be recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability.

Fee-for-Service Revenue

FFS revenue represents revenue earned under contracts in which the Company bills and collects for medical services rendered by the Company’s employed physicians. The terms for FFS contracts are short in duration and only last for the period over which services are rendered (typically, one day). FFS revenue consists of fees for medical services provided to patients. These medical services are capable of being distinct since the patient can benefit from the medical services on their own. Each service constitutes a single performance obligation for which the patient accepts and receives the benefit of the medical services as they are performed.

Under the FFS arrangements, the Company bills third-party payors and patients for patient care services provided. Payments for services provided are generally less than billed charges. The Company records revenue net of an allowance for contractual adjustments, which represents the net revenue expected to be collected from third-party payors (including managed care, commercial, and governmental payors such as Medicare and Medicaid), and patients. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries).

The transaction price from FFS arrangements is variable in nature because fees are based on patient encounters, credits due to patients, and reimbursement of provider costs, all of which can vary from period to period. The Company estimates the transaction price using the most likely methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. As a practical expedient, the Company uses a portfolio approach to determine the transaction price for the medical services provided under FFS arrangements. Under this approach, the Company bifurcates the types of services provided and grouped health plans with similar fees and negotiated payment rates. At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the standard applied to individual patient contracts related to each medical service provided.

The recognition of net revenue (gross charges less contractual allowances) from such services is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system, and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded on the date the services are rendered based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. When the performance obligation is not satisfied, the billing is recognized as a contract liability.

Dispensary

The Company sells oral prescription drugs directly through its dispensaries. Each prescription filled and delivered to the customer is a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by various pharmacy benefit managers (“PBMs”) and other third party payors. The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. The Company recognizes revenue based on the transaction at the time the customer takes possession of the oral drug.

Clinical Trials Revenue

The Company enters into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities and thus is a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. Under the clinical trial contracts, the Company receives a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. Under ASC 606, the Company has elected to recognize revenue for these arrangements using the ‘as-invoiced’ practical expedient. The Company invoices the customer periodically based on the progress of the trial such

that each invoice captures the revenue earned to date based on the state of the trial as established between the Company and the customer.

Direct Costs of Sales

Direct cost of sales primarily consists of wages paid to clinical personnel and other health professionals, oral and IV drug costs, and other medical supplies used to provide patient care. The Company’s costs for clinical personnel wages are expensed as incurred and the Company’s costs for inventory and medical supplies are expensed when used, generally by applying the specific identification method.

Cash and Restricted Cash

Cash primarily consists of deposits with banking institutions. The carrying value of the Company’s cash approximates fair value due to the short-term maturity of these instruments (less than three months). Pursuant to a covenant arising from a corporate credit card program, the Company holds cash on deposit with a banking institution that is subject to legal restrictions on withdrawal.

Accounts Receivable

The Company accounts for accounts receivable under Accounting Standard Codification Topic No. 310, Receivables (“ASC 310”). Accounts receivable includes capitation receivables, FFS reimbursement for patient care, dispensary receivables and contract receivables. Accounts receivable are recorded and stated at the amount expected to be collected determined by each payor.

For third-party payors including Medicare, Medicaid, managed care providers, and commercial payors, the collectable amount is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the collectable amount is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries, and any anticipated changes in trends.

Accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions, or trends in federal and state governmental healthcare coverage could affect the collectable amount of accounts receivable. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected, and adjustments are recorded when necessary.

The Company continuously monitors its collections of receivables and its policy is to write off receivables when they are determined to be uncollectible. As of December 31, 2021 and 2020, the Company does not have an allowance for doubtful accounts.

Inventories

The Company accounts for inventory under Accounting Standard Codification Topic No. 330, Inventory (“ASC 330”). Inventories consist of intravenous chemotherapy drugs and oral prescription drugs. Inventories are stated at the lower of cost, determined using the weighted average cost method of inventory valuation, or net realizable value. Net realizable value is determined using the selling price, less costs to sell.

The Company receives purchase discounts on products purchased. Contractual arrangements with vendors, including manufacturers and wholesalers, normally provide for the Company to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase or (ii) a discount for the prompt payment of invoices. Additionally, in other circumstances, the Company may receive rebates when products are purchased indirectly from a manufacturer (e.g., through a wholesaler). These rebates are recognized when intravenous chemotherapy drugs and oral prescription drugs are dispensed and are generally calculated by manufacturers within 30 days after the end of each completed quarter. The

Company also receives additional rebate under its wholesaler contracts if it exceeds contractually defined annual purchase volumes. Purchase rebates are recorded as reductions to cost of services.

Property and Equipment, net

The Company accounts for property and equipment under Accounting Standard Codification Topic No. 360, Property, Plant, and Equipment (“ASC 360”). As required under ASC 360, the Company states property and equipment at cost, net of accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the related assets, as described further in Note 8. Maintenance and repairs are charged to expense as incurred. Significant renewals and improvements are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations.

When events or changes in circumstances indicate that the carrying amount of long-lived assets, including property and equipment, or other long-lived assets, may not be recoverable, an evaluation of the recoverability of currently recorded costs is performed. When an evaluation is performed, the estimated value of undiscounted future net cash flows associated with the asset groups is compared to the asset groups’ carrying value to determine if a write-down to fair value is required. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the assets. There were no impairment adjustments recorded for long- lived assets during the years ended December 31, 2021 and 2020.

Accounts Payable, Accrued Expenses, and Other Current Liabilities

Accounts payable primarily consists of unpaid invoices related to routine operating expenses. Accrued expenses and other current liabilities primarily consist of accruals made for payroll expenses, deferred capitation, and FFS revenue.

Leases

Lease agreements are evaluated to determine whether they are capital or operating leases in accordance with Accounting Standards Codification, Topic No. 840, Leases (“ASC 840”). When any one of the four test criteria in ASC 840 is met, the lease then qualifies as a capital lease. Capital leases are capitalized at the lower of the net present value of the total amount payable under the leasing agreement (excluding finance charges) or the fair market value of the leased asset. Capital lease assets are depreciated on a straight-line basis, over a period consistent with the Company’s normal depreciation policy for tangible fixed assets. The Company allocates each lease payment between a reduction of the lease obligation and interest expense using the effective interest method. Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of the lease term. The Company reports the current and long-term portions of capital lease obligations within accrued expenses and other current liabilities and other non-current liabilities, respectively, on the consolidated balance sheets.

Goodwill and Intangible Assets

The Company accounts for goodwill and intangible assets under Accounting Standards Codification Topic No. 350, Goodwill and Other (“ASC 350”). Goodwill represents the excess of the fair value of the consideration conveyed in and acquisition over the fair value of net assets acquired.

Goodwill is not amortized but is required to be evaluated for impairment at the same time every year. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. The Company performed a qualitative analysis and determined that there were no indicators of impairment. Therefore, no goodwill impairment charge were recorded during the years ended December 31, 2021 and 2020 as a result of the Company’s annual impairment evaluation.

Under ASC 350, finite-lived intangible assets are stated at acquisition-date fair value. Intangible assets are amortized using the straight-line method.

Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When circumstances indicate that recoverability may be impaired, the Company assesses its ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Fair value is determined based on appropriate valuation techniques. The Company performed a qualitative analysis and determined that there were no indicators of impairment on December 31, 2021 and 2020. Therefore, no impairment charge of its finite-lived intangible assets was recorded during the years ended December 31, 2021 and 2020.

Debt

The Company accounts for debt net of debt issuance costs. Debt issuance costs are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method.

Public Warrants and Private Placement Warrants

Upon completion of the Business Combination, the Company assumed public and private placement warrants that were issued by DFPH in connection with its initial public offering (declared effective by the Securities and Exchange Commission (“SEC”) on March 10, 2020) whereby holders of the public and private placement warrants are entitled to acquire common stock of the Company.

Prior to the Business Combination, the public warrants were accounted for as liabilities per Accounting Standards Codification Subtopic No. 815-40 Contracts on an Entity’s Own Equity (“ASC 815-40”). Following the Business Combination, the shares of common stock underlying the public warrants are not redeemable and the Company has one single class of voting stock; therefore, the public warrants are not precluded from being considered indexed to the Company’s common stock which allows the public warrants to meet the criteria for equity classification per ASC 815-40. Warrants classified as equity are recorded at their issuance cost and are not subject to remeasurement at each subsequent balance sheet date.

Prior to the Business Combination, the private placement warrants were accounted for as liabilities per ASC 815-40. The private placement warrants are not considered indexed to the Company’s stock per ASC 815-40 and are therefore recorded as liabilities, given the settlement of the private placement warrants is dependent, in part, on who holds the warrants at the time of the settlement. Warrants classified as liabilities are recorded at their estimated fair value on the Closing Date and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying consolidated statements of operations. The Company estimates the value of these warrants using a Binomial Lattice valuation model in a risk-neutral framework.

Earnout Liability

As part of the Business Combination, DFPH issued to eligible Legacy TOI stockholders and Legacy TOI employees the contingent right to receive up to 12.5 million additional shares of common stock (“Legacy TOI Earnout Shares”), in two tranches of 5.0 million and 7.5 million, respectively, upon the Company common stock achieving a price per share of $12.50 during the two-year period following the Closing or a price per share of $15.00 during the three-year period following the Closing, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period within the applicable period (“Earnout Terms”) provided, that (i) if one or both of the share price triggers has not been achieved prior to the end of the three-year period following the Closing, (ii) the Company enters into a definitive agreement that would result in a change of control and (iii) the price per share of the Company’s common stock in such transaction is equal to or greater than one or both of the share price triggers, then at the Closing of such transaction, the Company shall issue the applicable portion of the Legacy TOI Earnout Shares as if such share price trigger had been achieved.

In addition, certain DFPH common stockholders deposited 575,000 shares of DFPH common stock in an escrow account that will vest and be released to such holders in two tranches of 50%, each (“DFPH Earnout Shares”), upon the Company common stock achieving the Earnout Terms as described above; provided, that (i) if one or both of the share price triggers has not been achieved prior to the end of the three-year period following the closing, (ii) the Company enters into a definitive agreement that would result in a change of control and (iii) the price per share of common stock in such transaction is equal to or greater than one or both of the share price triggers, then at the closing of such transaction, the Company shall issue the applicable portion of the DFPH Earnout Shares as if

such share price trigger had been achieved. To the extent any DFPH Earnout Shares remain unvested at the expiration of the three-year period following the closing, such DFPH Earnout Shares shall be forfeited and cancelled without any consideration.

Collectively, the Legacy TOI Earnout Shares and DFPH Earnout Shares constitute the “Earnout Shares”, the “Earnout”, and the “Earnout Liability”.

The Company determined that Earnout Shares issuable to Legacy TOI stockholders and DFPH stockholders fail to meet equity classification criteria under ASC 815-40 and therefore, represents a liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the Closing Date. The right to Earnout Shares issuable to Legacy TOI stockholders and DFPH stockholders are remeasured at fair value using a Monte Carlo simulation model each period through earnings. See Note 7 for further discussion.

Earnout Shares issuable to Legacy TOI employees is considered a stock-based compensation award under Accounting Standards Codification Topic No. 718, Stock Based Compensation (“ASC 718”) due to the requirement that Legacy TOI employees must remain employed by the Company in order to not forfeit such unvested Earnout Shares. Such Earnout Shares are accounted for within equity over the service period. See Note 14 for further discussion.

Income Taxes

The Company accounts for income taxes under the asset and liability method under Accounting Standards Codification Topic No. 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses.

Retirement Plans

The Company provides a qualified 401(K) plan 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 2021, the Company provided a matching contribution of 100% of the elective deferral that does not exceed 4% of compensation. In 2020, the Company’s Safe Harbor Basic Matching Contribution was 100% of the elective deferral that does not exceed 3% of compensation, plus 50% of the elective deferral that exceeds 3% of compensation but does not exceed 5% of compensation. Participants are always fully vested in their own contributions and the Company’s matching contributions vest immediately. The Company expensed to selling, general and administrative expenses $787 and $504 in matching contributions related to the 401(K) plan during the years ended December 31, 2021 and December 31, 2020, respectively.

Share-Based Compensation Plan

The Company accounts for share-based compensation under ASC 718. As required under ASC 718, the Company accounts for employee share-based compensation as an expense in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model and accounts for forfeitures as incurred.

Excess tax benefits of awards related to stock option exercises are recognized as an income tax benefit in the consolidated statement of operations and reflected in operating activities in the consolidated statement of cash flows.

Commitments and Contingencies

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

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.

Emerging Growth Company

Recently Adopted Accounting Standards

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2021-10, Government Assistance, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). The new standard requires additional disclosures regarding government grants and contributions. The standard requires disclosures on the nature of the transactions and related accounting policies, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transactions. This standard is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company elected to early adopt this standard effective January 1, 2021, using the retrospective approach

transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

Recently Issued Accounting Standards

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases), whereas under current accounting standards the Company’s lease portfolio consists primarily of operating leases and is not recognized on its consolidated balance sheets. The Company will adopt ASC 842 effective January 1, 2022, using the alternative modified transition method and will record a cumulative-effect adjustment to the opening balance of retained earnings as of that date. Prior periods will not be restated. The Company believes the largest impact will be on the consolidated balance sheet for the accounting of facilities-related leases, which represents a majority of its operating leases it has entered into as a lessee. These leases will be recognized under the new standard as ROU assets and operating lease liabilities, which the Company approximates will be $15,800 and $17,100, respectively. The Company will also provide expanded disclosures for its leasing arrangements. The results of operations are not expected to significantly change after adoption of the new standard.

In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of ASU 2016-02 in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, Leases (Topic 842) was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for Leases for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, Leases is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company belongs in the “all other” category.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of ASU 2019-12 on the Company’s consolidated financial statements and related disclosures.

In May 2021, the FASB issued Accounting Standards Update 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance in ASU 2021-04 requires the issuer to treat a modification of an equity-classified written call option that does not cause the option to become liability-classified as an exchange of the original option for a new option. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the option or as termination of the original option and issuance of a new option. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures.

Significant Risks and Uncertainties Including Business and Credit Concentrations

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Risks and Uncertainties [Abstract]

Significant Risks and Uncertainties Including Business and Credit Concentrations

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Cash accounts in a financial institution may, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250 per account ownership category. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

The Company’s accounts receivable has implicit collection risk. The Company grants credit without collateral to their patients, most of whom are local residents and are insured under third-party payor agreements. The Company believes this risk is partially mitigated by the Company’s establishment of long-term agreements and relationships with third-party payors that provide the Company with insight into historic collectability and improve the collections process.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Net Revenue:
Payor A	16	%	17	%
Payor B	17	%	13	%

The concentration of gross receivables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Receivables:
Payor B	21	%	19	%
Payor C	13	%	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 three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Cost of Sales:
Vendor A	51	%	48	%
Vendor B	47	%	50	%

The concentration of gross payables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Payables:
Vendor B	55	%	47	%
Vendor A	28	%	39	%
All others	17	%	14	%

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 2022. Where applicable, the impact resulting from the COVID-19 pandemic during the three months ended March 31, 2022 has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178,000,000 in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee-for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During the year ended December 31, 2021, 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 $5,142 of the PPP loans was received during the year ended December 31, 2021, with the balance of $183 being received during the three months ended March 31, 2022. As such, the Company recognized the loan principal balance and accrued interest as a gain on debt extinguishment in the condensed consolidated 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 condensed consolidated balance sheets. As of March 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 (“IAS 20”), grants are recognized when an entity has reasonable assurance that 1) it will comply with the relevant conditions and 2) the grant will be received. The Company recognized $0 and $1,023 in other income related to the HHS funding during the three months ended March 31, 2022 and 2021 by applying IAS 20 by analogy.

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Net Revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Receivables:
Payor B	19	%	11	%
Payor C	14	%	21	%

All of the Company’s revenue is generated from Customers located in the United States.

Vendor Concentration Risk

The concentration of cost of sales on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Cost of Sales:
Vendor A	50	%	55	%
Vendor B	48	%	45	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Payables:
Vendor B	47	%	48	%
Vendor A	39	%	42	%
All others	14	%	10	%

COVID-19 Pandemic

In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus (“COVID-19”). In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have affected the Company’s results of operations during 2021. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2021 and 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178,000,000 in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee- for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During the year ended December 31, 2021 and 2020, the Company was a beneficiary of these stimulus measures. The Company’s accounting policies for the recognition of these stimulus monies is as follows.

The Company received $4,993 in Paycheck Protection Program (“PPP”) loans under the CARES Act. PPP loans may be eligible for forgiveness if the funds were used for eligible payroll costs, payments on business mortgage interest payments, rent, or utilities during either the 8- or 24-week period after disbursement (see Note 11). The Company has elected to account for the loans as current debt until such loans are forgiven. Forgiveness was received during the year ended December 31, 2021, and as such, the Company recognized the loan principal balance and accrued interest as a gain on debt extinguishment in the consolidated statement of operations in 2021.

The Company received $2,727 from CMS under the Accelerated and Advance Payment Program which is an advance on future Medicare payments and will be recouped from future payments due to the Company by Medicare after 120 days. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped against Medicare payments according to the repayment terms. As of December 31, 2021 and 2020, the Medicare accelerated payments are reflected within accrued expenses and other current liabilities in the consolidated balance sheets. The Company expects the $2,727 will be fully recouped during 2022.

The Company received funding from United States Department of HHS as part of the Provider Relief Funding under the CARES Act. Provider Relief Funding is paid in the form of a grant and does not require repayment if used to cover lost revenue, as defined, attributable to COVID-19 and healthcare-related expenses, as defined, including qualifying direct labor, paid or purchased to prevent, prepare for, and respond to COVID-19. Under International Accounting Standard No. 20, Accounting for Government Grants (“IAS 20”), grants are recognized when an entity has reasonable assurance that 1) it will comply with the relevant conditions and 2) the grant will be received. The Company recognized the $1,023 and $978 in other income related to the HHS funding in the years ended December 31, 2021 and 2020 by applying IAS 20 by analogy.

Accounts Receivable and Notes Receivable

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Receivables [Abstract]

Accounts Receivable and Notes Receivable

Note 4. Accounts Receivable and Notes Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable.

Accounts Receivable as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Oral drug accounts receivable	$	2,535	$	2,097
Capitated accounts receivable		721		665
FFS accounts receivable		15,518		12,530
Clinical trials accounts receivable		1,849		1,823
Other trade receivables		3,890		2,892
Total	$	24,513	$	20,007

During the three months ended March 31, 2022 and 2021 bad debt related to direct write-offs totaled $177 and $0, respectively. Bad debt write-offs were a result of accounts receivable on completed contracts that were deemed uncollectible during the period due to delayed collection efforts. In the three months ended March 31, 2022 and 2021, the Company had bad debt recoveries of $23 and $0, respectively.

Note 4. Accounts Receivable and Notes Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable.

Accounts Receivable as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug accounts receivable	$	2,097	$	2,308
Capitated accounts receivable		665		353
FFS accounts receivable		12,530		10,962
Clinical trials accounts receivable		1,823		1,719
Other trade receivables		2,892		1,804
Total	$	20,007	$	17,146

During the year ended December 31, 2021 and 2020 bad debt related to direct write-offs totaled $48 and $4,233, respectively. Bad debt write-offs were a result of accounts receivable on completed contracts that were deemed uncollectible during the period due to delayed collection efforts. In the year ended December 31, 2021 and 2020, the Company had bad debt recoveries of $465 and $0, respectively

On February 26, 2020, the Company entered into a Management Services Agreement with Austin J. Ma, M.D. to provide payor contract servicing. The Company issued a $7,500 note in exchange for Austin J. Ma, M.D. exiting existing payor arrangements, pending certain contingencies. The note would be repaid annually through payor contract servicing as part of the Master Services Agreement, and the terms of the note included annual straight-line forgiveness over five years, with $1,500 forgiven each year. During the year ended December 31, 2020, the Company determined the loan would not be repaid and would be fully forgiven. The loan was impaired in full and is recorded in other non-operating expenses for the period ended December 31, 2020.

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

Note 5. 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:


	Three Months Ended March 31,
(in thousands)	2022		2021
Patient services
Capitated revenue	$	14,516	$	12,330
FFS revenue		20,541		17,292
Subtotal		35,057		29,622
Dispensary revenue		18,679		17,618
Clinical research trials and other revenue		1,425		1,340
Total	$	55,161	$	48,580

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 March 31, 2022 and December 31, 2021. Refer to Note 4 for accounts receivable as of March 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 March 31, 2022 and December 31, 2021, contract liabilities amounted to $220 and $220, respectively. Contract liabilities are included within other current liabilities and presented in Note 9 along with refund liabilities due to materiality.

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.

Note 5. Revenue

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:


	Year Ended December 31,
(in thousands)	2021		2020
Patient services
Capitated revenue	$	54,285	$	37,381
FFS revenue		69,789		79,436
Subtotal	$	124,074	$	116,817
Dispensary revenue		72,550		63,890
Clinical research trials and other revenue		6,379		6,808
Total	$	203,003	$	187,515

Refer to Note 20 for Segment Reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Under ASC 606, contract assets represent rights to payment for performance contingent on something other than the passage of time and accounts receivable are rights to payment for performance without contingencies. The Company does not have any contract assets as of December 31, 2021 and 2020. Refer to Note 4 for accounts receivable as of December 31, 2021 and 2020.

Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. As of December 31, 2021 and 2020, contract liabilities amounted to $220 and $370, respectively. Contract liabilities are presented as “deferred revenue and refund liabilities” under accrued expenses and other current liabilities, refer to Note 9.

Remaining Unsatisfied Performance Obligations

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Inventories

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Note 6. 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 March 31, 2022 and December 31, 2021 were as follows:


(in thousands)	March 31, 2022		December 31, 2021
Oral drug inventory	$	2,787	$	1,484
IV drug inventory		4,983		4,954
Total	$	7,770	$	6,438

Note 6. Inventories

The Company’s inventories as of December 31, 2021 and 2020 were as follows:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug inventory	$	1,484	$	1,414
IV drug inventory		4,954		2,940
Total	$	6,438	$	4,354

Fair Value Measurements and Hierarchy

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements and Hierarchy

Note 7. Fair Value Measurements and Hierarchy

See Note 2 for a summary of the Company’s policies relating to fair value measurements.

The following table presents the carrying amounts of the Company’s financial instruments at March 31, 2022 and December 31, 2021:


	March 31,		December 31,
(in thousands)	2022		2021
Financial assets:
Cash and restricted cash	$	95,534	$	115,174
Accounts receivable		24,513		20,007
Other receivables		1,279		1,237
Financial liabilities:
Accounts payable	$	12,596	$	15,559
Derivative warrant liabilities		3,654		2,193
Earnout liabilities		20,578		60,018

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at March 31, 2022:


	Derivative
	Warrant		Earnout
(in thousands)	Liability		Liability
Balance at December 31, 2021	$	2,193	$	60,018
Change in fair value included in other expense		1,461		(39,440)
Balance at March 31, 2022	$	3,654	$	20,578

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 primary unobservable input utilized in determining the fair value of the warrant and earnouts is the expected volatility of the common stock. A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows:


	March 31, 2022									December 31, 2021
	Derivative						Second			Derivative						Second
	Warrant			First Tranche			Tranche			Warrant			First Tranche			Tranche
	Liability			Earnout			Earnout			Liability			Earnout			Earnout
Unit price	$	7.13		$	7.13		$	7.13		$	9.75		$	9.75		$	9.75
Term (in years)		4.62			1.27			1.75			4.87			1.87			2.87
Volatility		36.10	%		35.00	%		35.00	%		12.80	%		35.00	%		35.00	%
Risk-free rate		2.41	%		2.38	%		2.38	%		1.24	%		0.94	%		0.94	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			13.20	%		13.20	%		—			11.14	%		11.14	%

There were no transfers between fair value measurement levels during the three months ended March 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 and earnout liabilities were the market price of the Company’s common stock, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement.

Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the derivative liabilities would each result in a directionally similar change in the estimated fair value of the Company’s derivative liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the derivative warrant liabilities due to the dividend assumption.

Note 7. Fair Value Measurements and Hierarchy

See Note 2 for a summary of the Company’s policies relating to fair value measurements.

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020:


(in thousands)	December 31, 2021		December 31, 2020
Financial assets:
Cash and restricted cash	$	115,174	$	5,998
Accounts receivable		20,007		17,146
Other receivables		1,237		113
Financial liabilities:
Accounts payable	$	15,559	$	12,643
Derivative warrant liabilities		2,193		—
Earnout liabilities		60,018		—

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at December 31, 2021:


(in thousands)	Derivative Warrant Liability		Earnout Liability
Balance at December 31, 2020	$	—	$	—
Private placement warrant liability acquired as part of the Business Combination		5,879		—
Earnout liability acquired as part of the Business Combination		—		84,909
Decrease in fair value included in other expense		(3,686)		(24,891)
Balance at December 31, 2021	$	2,193	$	60,018

The derivative warrant and earnout liabilities were valued using a Binomal Lattice and Monte-Carlo Simulation Model, respectively, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the warrant and earnouts is the expected volatility of the common stock. A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows:

	December 31, 2021									November 12, 2021 (Initial Measurement)
	Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout			Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout
Unit price	$	9.75		$	9.75		$	9.75		$	10.98		$	10.98		$	10.98
Term (in years)		4.87			1.87			2.87			5.00			2.00			3.00
Volatility		12.80	%		35.00	%		35.00	%		19.00	%		35.00	%		35.00	%
Risk-free rate		1.24	%		0.94	%		0.94	%		1.24	%		0.85	%		0.85	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			11.14	%		11.14	%		—			10.80	%		10.80	%

There were no transfers between fair value measurement levels during the years ended December 31, 2021 and 2020. During the year ended December 31, 2020, the Company did not have any Level 3 fair value instruments.

Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 8. 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:


		March 31,		December 31,
(in thousands)	Useful lives	2022			2021
Computers and software	60 months	$	1,144	$	961
Office furniture	80 months		378		343
Leasehold improvements	Shorter of lease term or estimated useful life		4,168		3,387
Medical equipment	60 months		885		805
Construction in progress			423		518
Finance lease ROU assets	Shorter of lease term or estimated useful life		205		162
Less: accumulated depreciation			(2,294)		(1,984)
Total property and equipment, net		$	4,909	$	4,192

Depreciation expense for the three months ended March 31, 2022 and 2021 was $314 and $165, respectively.

Note 8. Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation. See Note 2 for a summary of the Company’s policies relating to property and equipment.

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	December 31, 2021		December 31, 2020
Computers and software	60 months	$	961	$	423
Office furniture	80 months		343		271
Leasehold improvements	Shorter of lease term or estimated useful life		3,387		1,685
Medical equipment	60 months		805		515
Construction in progress			518		205
Equipment capital lease assets	Shorter of lease term or estimated useful life		162		163
Less: accumulated depreciation			(1,984)		(1,158)
Total property and equipment, net		$	4,192	$	2,104

Depreciation expense for the years ended December 31, 2021 and 2020 was $826 and $691, respectively.

Accrued Expenses and Other Current and Non-Current Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current and Non-Current Liabilities

Note 9. Accrued Expenses and Other Current and Non-Current Liabilities

Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Compensation, including bonuses, fringe benefits, and payroll taxes	$	4,186	$	3,325
Contract liabilities and refund liabilities		220		592
Directors and officers insurance premiums		5,057		5,009
Deferred acquisition consideration (see Note 16)		2,050		2,359
Other liabilities		3,003		2,639
Total accrued expenses and other current liabilities	$	14,516	$	13,924

Refund liabilities as of March 31, 2022 and December 31, 2021 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Pursuant to the Business Combination, the Company has agreed to indemnify members of the Board and certain officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. The Company entered into a financing arrangement to pay premiums for directors’ and officers’ (“D&O”) insurance coverage to protect against such losses on November 12, 2021. As of March 31, 2022, the remaining D&O principal balance was $6,785, of which $1,728 is due to be paid after March 31, 2023 and classified as an other non-current liability. Additionally, the Company includes $2,309 of deferred consideration (see Note 16 for details) in other non-current liabilities to reflect when the deferred consideration will be paid.

Note 9. Accrued Expenses and Other Current and Non-Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,325	$	4,210
Deferred revenue and refund liabilities		592		3,379
Directors and officers insurance premiums		5,009		—
Deferred acquisition consideration (see Note 16)		2,359		50
Other liabilities		2,639		1,813
Total accrued expenses and other current liabilities	$	13,924	$	9,452

Refund liabilities as of December 31, 2021 and 2020 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Pursuant to the Business Combination, the Company has agreed to indemnify members of the Board and certain officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. The Company entered into a financing arrangement to pay premiums for directors’ and officers’ (“D&O”) insurance coverage to protect against such losses on November 12, 2021. As of December 31, 2021, the remaining D&O principal balance was $8,020, of which $3,011 is due to be paid in 2023 and classified as an other non-current liability. Additionally, the Company includes $2,109 of deferred consideration (see Note 16 for details) in other non-current liabilities to reflect when the deferred consideration will be paid.

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Note 10. 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.

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.

Lease Expense

The components of lease expense were as follows for the three months ended March 31, 2022:


	Three Months
	Ended March
(in thousands)	31, 2022
Operating lease costs:	$	1,168
Finance lease costs:
Amortization of ROU asset	$	14
Interest expense	$	1
Other lease costs:
Short-term lease costs	$	109
Variable lease costs	$	205

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 March 31, 2022 are as follows:


	Operating		Finance
(in thousands)	Leases		Leases
2022	$	3,717	$	42
2023		4,734		46
2024		4,089		38
2025		3,370		4
2026		2,442		1
Thereafter		2,505		—
Total future lease payment	$	20,857	$	131
Less: amount representing interest		(2,171)		(7)
Present value of future lease payment (lease liability)	$	18,686	$	124
Reported as:
Lease liabilities, current	$	4,277	$	50
Lease liabilities, noncurrent		14,409		74
Total lease liabilities	$	18,686	$	124

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 March 31, 2022:


	March 31,
	2022
Weighted-average remaining lease term (in years)
Operating	4.81
Finance	2.58
Weighted-average discount rate
Operating	4.21	%
Finance	4.39	%

Supplemental Cash Flow Information

The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities for the three months ended March 31, 2022.


	Three Months
	Ended March
(in thousands)	31, 2022
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	1,145
Financing cash payments for finance leases		17
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	19,598
Finance leases		40

Lease Modifications

Effective March 1, 2022, the Company expanded its lease space and extended its lease term for a clinic in California, with a revised end date of March 1, 2028. This expansion and extension constitute a lease modification that qualifies as a change of accounting for the original lease and not a separate contract. Accordingly, in the first quarter of fiscal 2022, the Company recognized the difference of $775 as an increase to the operating lease liability; $682, net of lease incentives, as an increase to operating lease right-of-use asset, and $3 as rent expense.

Leases

Leases

Lease Expense

The components of lease expense were as follows for the three months ended March 31, 2022:


	Three Months
	Ended March
(in thousands)	31, 2022
Operating lease costs:	$	1,168
Finance lease costs:
Amortization of ROU asset	$	14
Interest expense	$	1
Other lease costs:
Short-term lease costs	$	109
Variable lease costs	$	205

Maturity of Lease Liabilities

The aggregate future lease payments for the Company’s leases in years subsequent to March 31, 2022 are as follows:


	Operating		Finance
(in thousands)	Leases		Leases
2022	$	3,717	$	42
2023		4,734		46
2024		4,089		38
2025		3,370		4
2026		2,442		1
Thereafter		2,505		—
Total future lease payment	$	20,857	$	131
Less: amount representing interest		(2,171)		(7)
Present value of future lease payment (lease liability)	$	18,686	$	124
Reported as:
Lease liabilities, current	$	4,277	$	50
Lease liabilities, noncurrent		14,409		74
Total lease liabilities	$	18,686	$	124

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 March 31, 2022:


	March 31,
	2022
Weighted-average remaining lease term (in years)
Operating	4.81
Finance	2.58
Weighted-average discount rate
Operating	4.21	%
Finance	4.39	%

Supplemental Cash Flow Information

The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities for the three months ended March 31, 2022.


	Three Months
	Ended March
(in thousands)	31, 2022
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	1,145
Financing cash payments for finance leases		17
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	19,598
Finance leases		40

Lease Modifications

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

Note 11. Debt

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. During the three months ended March 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 debt extinguishment in the condensed consolidated statement of operations.

Note 11. Debt

Short-term debt and current portion of long-term debt at December 31, 2021 and 2020 consists of the following:


(in thousands)	December 31, 2021		December 31, 2020
1% Paycheck Protection Program Loan, due May 13, 2022	$	—	$	2,000
1% Small Business Administration Loan, due May 2, 2022		—		2,993
1% Paycheck Protection Program Loan, due October 24, 2026		183		—
Current portion of term loan payable		—		375
Short-term debt and current portion of long-term debt	$	183	$	5,368

The Company accounts for long-term debt net of debt issuance costs. See Note 2 for a summary of the Company’s policies relating to long-term debt. Long-term debt, net of unamortized debt issuance costs and current portion at December 31, 2021 and 2020, consists of the following:


(in thousands)	December 31, 2021		December 31, 2020
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	—	$	7,219
Less:
Unamortized debt issuance costs		—		283
Current portion of term loan payable, net of debt issuance costs		—		375
Long-term debt, net of unamortized debt issuance costs and current portion	$	—	$	6,561

On May 2, 2020, the Company entered into a SBA loan with MUFG Union Bank, N.A. in the amount of $2,993, with interest bearing at 1%. The maturity date of the loan is May 2, 2022.

On May 13, 2020, the Company entered into a Paycheck Protection Program (“PPP”) loan with Celtic Bank Corporation in the amount of $2,000, with interest bearing at 1%. The maturity date of the loan is May 13, 2022.

The Company recorded a PPP loan as a result of the acquisition of TOI FL on February 12, 2021 with Valley National Bank in the amount of $149, with interest bearing at 1%. The maturity date of the loan is May 4, 2022.

The application for the PPP and SBA funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. The loan proceeds were used to pay for qualifying salaries in 2020 as

qualified expenses were paid. The Company applied for forgiveness in December 2020 for the PPP loan and in March 2021 for the SBA loan. Through the TOI FL acquisition, the Company recorded a PPP loan (and corresponding escrow receivable) for which the application for forgiveness was being processed. During the year ended December 31, 2021, the Company received notice of forgiveness for the two PPP and SBA loans. Upon receiving forgiveness, the Company recognized the loan principal balance and accrued interest as a gain on debt extinguishment, with a corresponding write off of the escrow receivable, in the consolidated statements of operations during the year ended December 31, 2021.

In addition to the two PPP loans above, the Company recorded a PPP loan as a result of the acquisition of the practice of Leo E. Orr, MD on November 12, 2021 with Pacific Western Bank in the amount of $183, with interest bearing at 1%. The maturity date of the loan is October 24, 2026. Subsequent to the year ended December 31, 2021, the Company received notice of forgiveness of the loan.

On February 26, 2020 the Company entered into a credit agreement with MUFG Union Bank (“Credit Agreement”), which allows the Company to borrow up to an aggregate principal amount of $10,000 in the form of term loans, revolving credit commitments (“Revolver”), and a letter of credit (“LOC”) facility. The term loans and the Revolver shall bear interest at base rate plus the applicable margin or LIBOR rate plus the applicable margin. The Company can prepay the obligations at their option or upon the occurrence of certain events. The outstanding principal on the term loans will be repaid in quarterly installments equal to (i) $94 on the last business day of each quarter ending December 31, 2023, commencing on June 30, 2020 and (ii) $188 on the last business day of each quarter thereafter. The maturity date of the Credit Agreement is February 26, 2025.

During the period ended December 31, 2021, the Company paid down the outstanding balance on the Revolver and LOC and terminated the Credit Agreement. As of December 31, 2020, the Company has borrowed $7,500 in the form of a term loan from the $10,000 availability of the Credit Agreement, leaving $2,500 available borrowings under the Credit Agreement. As of December 31, 2020, the Company violated certain covenants in the Credit Agreement. On June 18, 2021, the Company entered into an amendment to the Credit Agreement, which reduced the aggregate principal amount from which the Company can borrow to $9,000 and concurrently provided a waiver for the covenant violations. As part of the amendment, the Company paid $2,000 of the outstanding principal balance on the term loan and no additional principal payments are required until the quarter ending March 31, 2022. The Company determined that the amendment to the Credit Agreement meet the definition of a debt modification under ASC 470-50, Modifications and Extinguishments.

Net debt issuance costs are presented as a direct reduction of the Company’s long-term debt in the consolidated balance sheets and amount to $0 and $283 as of December 31, 2021 and 2020, respectively. The amortization of the debt issuance costs was charged to interest expense for all periods presented. The amount of debt issuance costs included in interest expense for the years ended December 31, 2021 and 2020 was approximately $53 and $60, respectively.

The Company paid interest of $224 and $227 on the Credit Agreement term loan for the year ended December 31, 2021 and 2020.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. Income Taxes

The Company recorded income tax expense of $180 for the three months ended March 31, 2022, as compared to income tax expense of $218 for the three months ended March 31, 2021. The decrease of $38 in income tax expense is primarily related to the

corresponding increase in the valuation allowance for TOI. The Company’s effective tax rate increased to 0.92% for the three months ended March 31, 2022, from (28.02)% for the three months ended March 31, 2021, primarily due to the increase of the valuation allowance.

The Company’s effective tax rate for the three months ended March 31, 2022, was different than the U.S. federal statutory tax rate of 21.00%, primarily due to the increased valuation allowance, partially offset by the tax effect of the change in fair market value of the warrant and earn out liability and Section 162(m) limitation on compensation for covered employees, which is not taxable for federal income tax purposes.

Note 12. Income Taxes

The components of the provision (benefit) for income taxes consists of:


(in thousands)	Current		Deferred		Total
Year ended December 31, 2021:
U.S. federal	$	(180)	$	(904)	$	(1,084)
State and local		750		(338)		413
	$	570	$	(1,242)	$	(671)


(in thousands)	Current		Deferred		Total
Year ended December 31, 2020:
U.S. federal	$	882	$	(919)	$	(97)
State and local		29		(425)		(396)
	$	851	$	(1,344)	$	(493)

The Company’s income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations because of the effect of the following items:


	Year Ended December 31,
(in thousands)	2021		2020
Income tax at federal statutory rate	$	(2,436)	$	(3,111)
State tax, net federal benefit		(241)		(982)
Meals and entertainment		11		—
Transaction costs		349		—
Fines and penalties		28		—
Stock based compensation		(122)		—
Warrant expense		(774)		—
Earnout expense		(5,227)		—
PPP loan forgiveness		(1,058)		—
162(m) Analysis		1,717		—
Change in valuation allowance		6,941		3,597
Other		141		3
Income tax (benefit) expense	$	(671)	$	(493)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below.


(in thousands)	December 31, 2021		December 31, 2020
Deferred tax assets:
Deferred rent	$	173	$	108
Accrued Expenses		606		770
Net operating loss carryforwards		12,686		2,529
Management fees (the Practice)		—		1,828
Impaired assets		1,751		2,086
Deferred revenue		77		182
Stock based compensation		1,088		69
Total gross deferred tax assets		16,381		7,572
Valuation allowance		(14,719)		(5,451)
Net deferred tax assets		1,662		2,121
Deferred tax liabilities:
Property, plant, and equipment		(706)		(331)
Intangibles		(1,327)		(1,575)
Management Fees (TOI)		—		(1,828)
Total gross deferred liabilities		(2,033)		(3,734)
Net deferred tax liabilities	$	(371)	$	(1,613)

The valuation allowance for deferred tax assets as of December 31, 2021 and 2020, was $(14,719) and $(5,451), respectively. The net change in the total valuation allowance was an increase of $9,268 in 2021 and an increase of $3,597 in 2020.

The valuation allowance at December 31, 2021, was primarily related to net operating loss carryforwards of TOI Parent, TOI CA, and TOI FL that, in the judgment of management, are not more likely than not to be realized. TOI Parent, TOI CA, and TOI FL will elect to file a consolidated 2021 federal return and will continue to file separate state income tax returns. Accordingly, net operating losses of TOI CA and TOI FL can offset taxable income of TOI Parent for federal tax purposes; however they are unable to offset taxable income for state tax purposes. Deferred tax assets and deferred tax liabilities have been separately determined for all groups, as has the valuation allowance assessment for each. The table above reflects the combined deferred tax assets, deferred tax liabilities, and valuation allowance for TOI Parent, TOI CA and TOI FL. Of the $(14,719) total valuation allowance, $(10,457) is attributable to the Federal Group, $(4,128) is attributable to TOI CA, and $(134) is attributable to TOI FL.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the effect of available carry back and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2021. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

At December 31, 2021, the Company has net operating loss carryforwards for Federal income tax purposes of $44,077, with $35,839 attributable to the Practice and $8,238 attributable to TOI Parent, which are available to offset future Federal taxable income of the Practice and Parent indefinitely. The Company has net operating loss carryforwards for state income tax purposes of $42,281, of which $35,657 is attributable to the Practice and will begin to expire after 2040, and $6,624 is attributable to Parent and will begin to expire after 2041.

Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change” (very generally defined as a greater than 50% change, by value, in the corporation’s equity ownership by certain shareholders or groups of shareholders over a rolling three-year period), the corporation’s ability to use is pre-ownership change NOLs to offset its post-ownership change income may be limited. We are in the process of completing an analysis to determine whether the Business Combination resulted in an ownership change to determine if there is a limitation on pre-ownership NOLs. Additionally, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If it is determined that an ownership change has occurred as a result of the Business Combination or we undergo an ownership change in the future, we may be prevented from fully utilizing our NOLs existing at the time of the ownership change prior to their expiration. The deferred tax asset associated with the Company’s federal and state net operating losses are fully offset by a valuation allowance. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact its effective tax rate.

A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2021 and 2020 is as follows:


(in thousands)	December 31, 2021		December 31, 2020
Beginning balance of unrecognized tax benefits	$	1,903	$	1,903
Additions based on tax positions related to the current year		—		—
Reductions based on tax positions of prior years		(1,804)		—
Reductions due to lapse of applicable statute of limitation		—		—
Settlements		—		—
Ending balance of unrecognized tax benefits	$	99	$	1,903

The Company does not anticipate a significant change in the amount of its unrecognized tax within the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Due to the Company’s NOL position, no interest or penalties have been recognized with respect to unrecognized tax benefits, as such amounts are considered immaterial. The Company includes unrecognized tax benefits within other non-current liabilities on its consolidated balance sheet.

The Company is subject to taxation in the U.S., California, and Arizona. As of December 31, 2021, the statute of limitations remains open for tax year 2018 – current.

The Company has accounted for the changes in net operating loss carryovers as a result of the CARES Act. Specifically, the Company plans to carryback the TOI CA 2020 net operating loss to its 2019 tax year. Other provisions of the CARES Act did not have a material impact on the Company’s financial statements as of December 31, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 13. Stockholders’ Equity

The consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization described in Note 1. The balances as of December 31, 2020 and 2019 from the consolidated financial statements of Legacy TOI as of that date, share activity (Legacy TOI preferred stock, Legacy TOI common stock, and additional paid-in capital) and per share amounts were retroactively adjusted, where applicable, using the Common Stock Exchange Ratio.

Common Stock

Upon the Closing Date of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 500,000,000 shares of common stock with a par value of $0.0001. Immediately following the Closing Date and as of December 31, 2021, there were 73,249,042 shares of common stock outstanding.

In connection with the Closing Date, all previously issued and outstanding shares of Legacy TOI preferred stock were converted into Legacy TOI common stock and received i) shares of Company common stock pursuant to a 591:1 ratio of Company common shares to Legacy TOI common shares (the “Common Stock Exchange Ratio”) and ii) cash. The Company has retroactively adjusted shares issued and outstanding prior to November 11, 2021 to give effect to the Common Stock Exchange Ratio to determine the number of shares of common stock into which they were converted.

Voting

The holders of the Company’s common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings), and there is no cumulative voting.

Dividends

Common stockholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared as of December 31, 2021.

Preferred Stock

Upon the Closing Date of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 10,000,000 shares of Series A Common Equivalent Preferred Stock (“preferred stock”) with a par value and liquidation preference of $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish, from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences, and privileges of the shares. Immediately following the Closing Date, there were 163,510 shares of preferred stock outstanding.

Conversion

Each share of preferred stock is convertible, at any time on the part of the holder except with respect to the Beneficial Ownership Limitation (defined below), into 100 shares of common stock.

Blocker/Beneficial Ownership Limitation

The preferred stock is subject to a beneficial ownership limitation such that the preferred stock may not, at any time, be convertible into more than 4.9% of the total number of shares of common stock outstanding (“Beneficial Ownership Limitation”).

Voting

The holders of preferred stock do not have voting rights in the Company.

Dividends

The holders of preferred stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors on an as-converted basis. No dividends have been declared as of December 31, 2021.

Assumed Public Warrants and Private Placement Warrants

Following the consummation of the Business Combination, holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. The warrants became exercisable 30 days from the completion of the Business Combination, on December 12, 2021, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

Each warrant entitles the holder to purchase one share of common stock for $11.50 per share. Private warrants held by the initial purchaser or certain permitted transferees may be exercised on a cashless basis.

If the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the public warrants at a price of $0.01 per warrant upon not less than 30 days’ prior written notice.

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a cashless basis. The Company will not be required to net cash settle the warrants.

The private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers of their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

Legacy TOI Common Shares and Series A Preferred Shares

Prior to the Business Combination during 2021, Legacy TOI issued 1,451 shares of Series A Preferred Shares under the Legacy TOI’s original Certificate of Incorporation dated September 10, 2018 and the Legacy TOI’s Shareholders’ Agreement dated September 19, 2018. The Certificate of Incorporation was amended and restated on September 14, 2018 (“Amendment I”) and again on November 6, 2020 (“Amendment II”).

Per the original Certificate of Incorporation, Legacy TOI had authority to issue 30,000 shares, consisting of 20,000 common shares and 10,000 Series A Preferred Shares. The Legacy TOI issued 10,000 shares of Series A Preferred Shares on September 10, 2018 at $0.001 par value per share.

As a result of Amendment I to the Certificate of Incorporation, Series A Preferred shareholders were entitled to a return of capital on their shares prior to any declaration or payment of dividends to common shareholders. The original preferred return was equal to the number of shares held by the preferred shareholder multiplied by the price paid for such shares. In the event of liquidation, dissolution, or winding up of the operations of the Legacy TOI, Series A Preferred shareholders had preferential liquidation rights compared to the common shareholders. As such, the preferred shareholders were entitled to full payment of the original preferred return before the remaining assets of the Legacy TOI were to be distributed to common and preferred shareholders based on their pro-rata share of total outstanding securities. Holders of Series A Preferred Shares were granted one vote, per share, for all matters voted on by the common shareholders of the Legacy TOI.

As a result of Amendment II, the Legacy TOI had the authority to issue 420,000 shares consisting of 400,000 common shares and 20,000 Series A Preferred Shares. Additionally, each outstanding common share was split into 10 common shares. Amendment II resulted in the addition of a conversion option which allows the preferred shareholders to convert the Series A Preferred Shares into common shares. In addition, under Amendment II, the preferred shareholders are entitled to 6% cumulative dividends. Therefore, Amendment II resulted in an extinguishment of old Series A Preferred Shares under the original Certificate of Incorporation and a deemed authorization and issuance of new Series A Preferred Shares. As such, the Legacy TOI recognized Series A Preferred Shares at fair value at the amendment date, with the difference between the fair value and carrying value being recognized in retained

earnings. The fair value of the Series A Preferred Shares was derived using a combination of an option pricing method (“OPM”) and common stock equivalent method (“CSE”) which are considered Level 2 and Level 3 inputs, respectively, in the fair value hierarchy.

The assumptions used in the OPM and CSE models are provided in the following tables:


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value (in thousands)	$	82,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%


Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value (in thousands)	$	82,000
Value per common stock equivalent	$	562.06

As of December 31, 2020, dividends had not been declared, no liability associated with the accrued dividends has been recognized, and dividends in arrears were $6,884. In the event of liquidation, Series A Preferred shareholders were entitled to receive payment of assets before distribution to common shareholders. If the full preferential amount is unavailable, the Series A Preferred shareholders would share ratably in the distribution.

Holders of Series A Preferred Shares had 10 votes, per share, for all matters voted upon by the common shareholders of the Company and had the option to convert outstanding Series A Preferred Shares into common shares, at any point in time, by a factor of 1-to-10. The Series A Preferred Shares were historically presented as part of mezzanine equity prior to the Business Combination. As part of the Business Combination, the Series A preferred shares were converted and replaced with New TOI common shares (see Note 16).

As of December 31, 2020, there were 100 common shares outstanding as one option holder of the Legacy TOI’s 2019 Non-Qualified Stock Option Plan exercised their option to purchase the Company’s common shares on September 12, 2020.

In the first quarter of 2021, TOI executed an equity capital raise in separate transactions with 3 accredited investors. A total of 1,451 of the Legacy TOI’s Series A Preferred Shares were purchased in exchange for $20,000 and are subject to the terms of Amendment II of the Certificate of Incorporation. As of November 11, 2021 (directly before the Business Combination), there were 11,451 Series A Preferred Shares issued and outstanding and as of December 31, 2020 there were 10,000 Series A Preferred Shares issued and outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Publisher FASB
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+ Details

Share-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The 2019 Plan provides for the grant of options (the “Stock Options”) to acquire common shares of the Company.

Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common shares on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable.

The total number of common shares for which Stock Options may be granted under the 2019 Plan shall not exceed 13,640. The 2019 Plan was amended on November 6, 2020, pursuant to which the total number of common shares for which Stock Options may be granted under the 2019 Plan shall not exceed 15,640.

Stock Options become vested upon fulfillment of either service vesting conditions, performance vesting conditions, or both, as determined by the award agreement entered into by the Company and optionee. The service vesting requirement states that: (i) 25% of the service vesting options shall vest on the first anniversary of the grant date and (ii) the remaining 75% shall vest on an equal monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the fourth anniversary of the grant date. The performance vesting requirement states that Stock Options shall vest upon sale of the Company only if the optionee has been continuously employed by the Company or its subsidiaries from the grant date through the date of such sale of the Company. For the awards vesting based on service conditions only and that have a graded vesting schedule, the Company recognizes compensation expense for vested awards in earnings, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period.

Conversion of the Stock Options

In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”). Pursuant to the 2021 Plan, each remaining legacy Stock Option from the 2019 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy TOI stockholders subject to such Stock Option immediately prior to the Business Combination, and (ii) 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 condensed consolidated financial statements.

At March 31, 2022 the total number of common shares for which Stock Options may be granted under the 2021 Plan shall not exceed 5,318,054.

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the units granted during the three months ended March 31, 2022 and three months ended March 31, 2021 Stock Options are provided in the following table:


	2022	2021
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00%	38.60% to 40.20%
Risk-free interest rate	2.33% to 2.44%	0.76% to 1.12%
Expected term (years)	6.07 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 periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2022	6,921,180	$	0.88
Granted	1,385,108		7.09
Exercised/Cashed-Out	—		—
Forfeited	(190,621)		1.23
Expired	(526)
Balance at March 31, 2022	8,115,141	$	1.94	8.87	$	42,151
Vested Options Exercisable at March 31, 2022	1,858,885	$	0.86	7.58	$	11,662


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	407,903		0.86
Exercised	—		—
Forfeited	(385,697)		0.86
Expired	—		—
Balance at March 31, 2021	8,706,158	$	0.85	8.73	$	80
Vested Options Exercisable at March 31, 2021	1,014,914	$	0.85	8.15	$	—

Total share-based compensation expense during the three months ended March 31, 2022 and 2021 was $3,255 and $42, related to the Stock Options, respectively.

At March 31, 2022, there was $28,445 of total unrecognized compensation cost related to unvested service Stock Options that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.59 years. The total fair value of common shares vested during the three months ended March 31, 2022 and 2021 was $2,198 and $537, respectively.

Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)

Agajanian Holdings (“Holdings”), a holder of Series A Preferred Shares of Legacy TOI, entered into arrangements with physicians employed by the TOI PCs to issue RSAs which represent Series A Preferred Shares of Legacy TOI. The Legacy TOI RSAs only have performance vesting requirements linked to the sale of the Company so long as the 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 Shares of Legacy TOI, and (iii) the Common Stock Exchange Ratio. Following the Business Combination, each RSU will no longer be subject to the sale of the Company event in order to vest, but was modified to include service requirements only. The service vesting requirement states that: (i) 16.67% of the RSUs shall vest on the sixth month anniversary of the Closing Date, and (ii) the remaining 83.33% shall vest on an equal quarterly-basis, so long as the 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 condensed consolidated financial statements.

The grant date fair value of the RSUs granted during three months ended March 31, 2022 and as of Closing Date was determined to be $7.09 and $10.98, respectively, based on the fair value of the Company’s common share at the grant date.

A summary of the activity for the RSUs and RSAs for the three months ended March 31, 2022 and 2021, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2022		1,291,492
Granted		727,424
Vested		(27,188)
Forfeited		—
Balance at March 31, 2022		1,991,728


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Vested		—
Forfeited		—
Balance at March 31, 2021		1,390,839

The total share-based compensation expense during the three months ended March 31, 2022 was $1,491 related to the RSUs. The sale of the Company was not considered probable until consummation of the transaction, and therefore, for the three months ended March 31, 2021 and prior to the Business Combination, no compensation costs were recognized related to the RSAs.

As of March 31, 2022 there was $17,207 of unrecognized compensation expense related to the RSUs that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.61 years as of March 31, 2022. As of March 31, 2022, 27,188 of the RSUs have vested.

2020 Sale Bonus Plan

Starting December 2020, the Company issued bonus awards under the 2020 Sale Bonus Plan (the “Bonus Plan”) along with the Stock Options with performance vesting conditions to certain physicians of the Practice. The Stock Options and the bonus awards under the Bonus Plan vest upon the sale of the Company. The bonus award the optionee was eligible for was equal to the exercise price of the Stock Option, and was intended to incentivize the physicians to remain employed with the Practice.

The Company accounted for the bonus awards in accordance with ASC Topic No. 710, Compensation — General (“ASC 710”). The sale of the Company was not considered probable until consummation of the transaction, and therefore, for the three months ended March 31, 2021, no liability associated with the bonus awards was recognized by the Company.

In conjunction with the Business Combination, the Company settled the 2020 Sale Bonus Plan obligation in cash at the Closing Date, in the amount of $635.

Earnout Shares granted to Employees

As part of the Business Combination, DFPH issued to eligible Legacy TOI stockholders and Legacy TOI employees the contingent right to receive up to $12.5 million additional shares of common stock (“Legacy TOI Earnout Shares”), in two tranches of $5.0 millions (“First Earnout Tranche”) and $7.5 million (“Second Earnout Tranche”), respectively, upon the Company common stock achieving a price per share of $12.50 during the two-year period following the Closing or a price per share of $15.00 during the three-year period following the Closing Date, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period within the applicable period (“Earnout Terms”); provided, that (i) if one or both of the share price triggers has not been achieved prior to the end of the three-year period following the Closing Date, (ii) the Company enters into a definitive agreement that would result in a change of control and (iii) the price per share of the Company’s common stock in such transaction is equal to or greater than one or both of the share price triggers, then at the Closing Date of such transaction, the Company shall issue the applicable portion of the Legacy TOI Earnout Shares as if such share price trigger had been achieved.

Collectively, the Legacy TOI Earnout Shares and DFPH Earnout Shares constitute the “Earnout Shares”, the “Earnout”, and the “Earnout Liability”.

The Company issued Legacy TOI 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 three months ended March 31, 2022 is shown in the following table:


	Number of shares
Balance at January 1, 2022	$	1,602,435
Granted		—
Forfeited		(41,578)
Balance at March 31, 2022	$	1,560,857

The total share-based compensation expense during the three months ended March 31, 2022 was $3,807.

As of March 31, 2022, there was $5,324 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 0.62 years as of March 31, 2022. As of March 31, 2022, none of the Employee Earnout Shares have vested.

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common shares on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable.

Conversion of the Stock Options

In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”). Pursuant to the 2021 Plan, each remaining legacy Stock Option from the 2019 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy TOI stockholders subject to such Stock Option immediately prior to the Business Combination, and (ii) the at an exercise price per share equal to (A) the exercise price per share of such Stock Option immediately prior to the consummation of the Business Combination, divided by (B) the Common Stock Exchange Ratio (“Stock Option Exchange Ratio”). Following the Business Combination, each Exchanged Option that was previously subject to time vesting only, will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former old Stock Option immediately prior to the consummation of the Business Combination. Each Exchanged Option that was previously subject to performance vesting, will no longer be subject to the sale of the Company, and was modified to include service requirements only, under which, the Exchange Options will vest on a monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the Business Combination through the third anniversary of the Closing Date. The Company treated the Exchanged Options that were previously subject to performance conditions as a new award granted at the Closing Date. The Exchanged Options that were previously subject to service vesting only were not modified as a result of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options.

In addition, the shares of the Company common stock reserved for future issuance under the 2021 Plan is equal to the sum of (i) 7% of the aggregate number of shares of DFPH common stock outstanding on a fully diluted basis as Closing Date; (ii) up to 634,067 shares of Company common stock which are subject to options outstanding under the 2019 Plan; (iii) an annual increase on January 1 of each calendar year (commencing January 1, 2022 and ending on and including January 1, 2031) equal to a number of shares of common stock equal to 4% of the aggregate shares of Common Stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year (or such lesser number of shares as is determined by the Board), subject to adjustment by the plan administrator in the event of certain changes in our corporate structure, as described below, and (iv) up to 1,178,065 option holder earnout shares or stockholder earnout shares which may become available for issuance under the 2021 Plan. At December 31, 2021 and 2020, there were 7,722,417 and 399,900, respectively, common shares of the Company authorized and unissued. The Company issued immaterial amounts of stock options to non-employees for the years ended December 31, 2021 and 2020.

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 and 2020 Stock Options are provided in the following table:


	2021	2020
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00% to 40.20%	35.00% to 40.20%
Risk-free interest rate	0.76% to 1.30%	0.51% to 2.62%
Expected term (years)	7	7

Stock option activity during the periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	1,182,218		1.08
Exercised/Cashed-Out	(2,175,986)		0.87
Forfeited	(769,004)		0.87
Expired	—		—
Balance at December 31, 2021	6,921,180	$	0.88	8.92	$	61,379
Vested Options Exercisable at December 31, 2021	1,821,909	$	0.87	7.78	$	16,185


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2020	5,823,369	$	0.85
Granted	4,190,067		0.86
Exercised	(58,439)		0.85
Forfeited	(1,271,045)		0.85
Expired	—		—
Balance at December 31, 2020	8,683,952	$	0.85	8.94	$	—
Vested Options Exercisable at December 31, 2020	742,174	$	0.85	8.25	$	—

Total share-based compensation expense during the years ended December 31, 2021 and 2020 was $1,775, excluding costs associated with rolled over units and new units issued or replaced in connection with the Business Combination, and $151, respectively. In addition, pursuant to the Business Combination, the Company accelerated and settled in cash 3,724 Legacy TOI Stock Options in a total cash amount of $20,597. The Company recognized compensation expense in the amount of $19,953 related to the share-based compensation units that are subject to performance vesting conditions immediately prior to the Business Combination.

In June 2021, the Company and certain participants in the Plan entered into agreements to amend the terms of the Stock Options previously issued to the participants during the first two quarters of 2021. The amendment primarily related to updating the exercise price, vesting conditions, and the number of Stock Options. The modification to the Stock Options resulted in immaterial incremental share-based compensation expense recorded in the Company’s statement of operations.

At December 31, 2021 and 2020, there was $33,153 and $492, respectively, of total unrecognized compensation cost related to unvested service Stock Options granted under the 2021 Plan and 2019 Plan, respectively, that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.98 and 3.05 years for the 2021 and 2020, respectively. The total fair value of common shares vested during the years ended December 31, 2021 and 2020 was $1,349 and $98, respectively.

Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)

Agajanian Holdings (“Holdings”), a holder of Series A Preferred Shares of Legacy TOI, entered into arrangements with physicians employed by the TOI PCs to issue RSAs which represented Series A Preferred Shares of Legacy TOI. The Legacy TOI RSAs only had performance vesting requirements linked to the sale of the Company so long as the optionee remained continuously and actively employed by Legacy TOI’s subsidiaries through the vesting date.

Conversion of the RSAs

Each of the Legacy TOI RSAs 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) the conversion rate of 1:10 of the Series A Preferred Shares of Legacy TOI, and (iii) the Common Stock Exchange Ratio. Following the Business Combination, each RSU will no longer be subject to the sale of the Company in order to vest, and instead was modified to include service requirements only. The service vesting requirement states that: (i) 16.67% of the RSUs shall vest on the sixth month anniversary of the Closing Date, and (ii) the remaining 83.33% shall vest on an equal quarterly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the third anniversary of the grant date. The Company treated the RSUs as a new award granted at the Closing Date. All RSA 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 and after giving effect to the Common Stock Exchange Ratio. This effect of the Common Stock Exchange Ratio has been retroactively adjusted throughout our consolidated financial statements.

The grant date fair value of the RSUs as of Closing Date was determined to be $10.98 based on the fair value of the Company’s common shares at that date.

A summary of the activity for the RSUs and RSAs for the years ended December 31, 2021 and 2020, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Forfeited		(99,347)
Balance at December 31, 2021		1,291,492


		Number of shares
Balance at January 1, 2020		543,475
Granted		1,098,651
Forfeited		(251,287)
Balance at December 31, 2020		1,390,839

The sale of the Company is not considered probable until consummation of the transaction, and therefore, for the year ending December 31, 2020 and prior to the Business Combination, no compensation costs were recognized related to the RSAs. The total share-based compensation expense during the period between the Closing Date and December 31, 2021 was $640 related to the RSUs.

As of December 31, 2021 and 2020, there was $13,541 and $1,160 of unrecognized compensation expense related to the RSUs and RSAs, respectively, that are expected to vest. That cost is expected to be recognized over a weighted average period of 3 years as of December 31, 2021. As of December 31, 2021, none of the RSUs have been vested.

2020 Sale Bonus Plan

under the Bonus Plan vest upon the sale of the Company. The bonus award the optionee is eligible for is equal to the exercise price of the Stock Option, and is intended to incentivize the physicians to remain employed with the Practice.

The Company accounts for the bonus awards in accordance with ASC Topic No. 710, Compensation — General (“ASC 710”). The sale of the Company is not considered probable until consummation of the transaction, and therefore, for the year ended December 31, 2020, no liability associated with the bonus awards have been recognized by the Company.

In conjunction with the Business Combination, the Company settled the 2020 Sale Bonus Plan obligation in cash at the Closing Date, in the amount of $635.

Earnout Shares granted to Employees

As described in Note 2, the Company issued Earnout Shares to Legacy TOI option holders and Legacy RSU holders (“Option-holders Earnout” and “RSU-holders Earnout”, respectively, together “Employees Earnout Shares”).

The Option-holders Earnout vests upon the Company common stock achieving the price per share as provided in Note 2, so long as the optionee has remained continuously employed by the Company at that date. The RSU-holders Earnout vests upon (a) the Company common stock achieving the price per share as provided in Note 2, and (b) the underlying RSU vested, so long as the optionee has remained continuously employed by the Company at that date.

The grant date fair value of the First Earnout Shares and Second Earnout Shares as of Closing Date was determined to be $8.35 and $7.67, respectively. The assumptions used in the Monte-Carlo Simulation model for the Earnout Shares granted on the Closing Date are provided in the following table:


	November 12, 2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	35.00	%
Risk-free interest rate	0.85	%

A summary of the activity for the Employees Earnout Shares for the years ended December 31, 2021 is shown in the following table:


	Number of shares
Balance at January 1, 2021	$	—
Granted		1,603,322
Forfeited		(887)
Balance at December 31, 2021	$	1,602,435

The total share-based compensation expense during the period between the Closing Date and December 31, 2021 was $2,166.

As of December 31, 2021, there was $9,685 of unrecognized compensation expense related to the Employees Earnout Shares, that are expected to vest. That cost is expected to be recognized over a weighted average period of 0.84 years as of December 31, 2021. As of December 31, 2021, none of the Employee Earnout Shares have vested.

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15. 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 condensed consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to Accounting Standards Codification No. 450-20, Disclosure of Certain Loss Contingencies. As of the end of December 31, 2021, the Company settled a loss contingency for a legal matter related to an employee lawsuit for $350.

Indemnities

The Company’s Articles of Incorporation and bylaws require it, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines, and settlements, paid by the individual in connection with any action, suit, or proceeding arising out of the individual’s status or service as its director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments it could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed 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 March 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.

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.

Note 15. Commitments and Contingencies

Leases

The Company leases its offices, clinics and certain equipment under non-cancellable operating leases, and certain equipment under capital lease agreements, that expire at various dates through 2031. The Company has 56 rental agreements for property. Additionally, the Company has 4 rental agreements for medical equipment classified as capital leases.

Future minimum lease payments under noncancellable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2021 were:


(in thousands)	Capital leases		Operating leases
Year ending December 31:
2022	$	37	$	4,263
2023		37		3,946
2024		29		3,291
2025		—		2,718
2026		—		1,954
Thereafter		—		1,044
Total minimum lease payments	$	103	$	17,216
Less: amount representing interest (6% interest rate)		(7)
Present value of net minimum capital lease payments	$	96
Less current installments of obligations under capital leases		(33)
Obligations under capital leases, excluding current installments	$	63

Legal Matters

The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of Management, the outcome of such matters will not have a material effect on the Company’s consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to Accounting Standards Codification No. 450-20, Disclosure of Certain Loss Contingencies. As of the end of December 31, 2021, the Company settled a loss contingency for a legal matter related to an employee lawsuit for $350.

Indemnities

The Health Insurance Portability and Accountability Act

Regulatory Matters

Liability Insurance

The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage.

Business Combinations

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Note 16. 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.

DFPH-Legacy TOI Merger

On June 28, 2021, DFPH, Orion Merger Sub I, Inc. (“First Merger Sub”), and Orion Merger Sub II, LLC (“Second Merger Sub”) entered into an agreement and plan of merger (“Merger Agreement”) with Legacy TOI to affect the Business Combination. In connection with the Business Combination, DFPH entered into subscription agreements with certain investors (the “PIPE Investors”), whereby it issued 17.5 million shares of common stock at $10.00 per share and 100,000 shares of preferred share (collectively, the “PIPE Shares”) for an aggregate investment of $275,000 (“PIPE Investment”), which closed simultaneously with the consummation of the Business Combination.

On the Closing Date, (i) First Merger Sub merged with and into Legacy TOI, with Legacy TOI being the surviving corporation and (ii) immediately following, Legacy TOI merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity and a wholly owned subsidiary of DFPH.

The total merger consideration on the Closing Date was $762,052, consisting of $595,468 in share consideration (consisting of 51.3 million shares of DFPH common stock issued to Legacy TOI at $10.00 per share as well as shares of DFPH common stock issuable per restricted stock units and the exercise of Legacy TOI stock options), and $166,584 in cash. Gross proceeds from the transaction were $333,946. Of that, $167,510 was cash consideration to Legacy TOI equity holders. Legacy TOI also issued 12.5 million shares of common stock pursuant to the terms of an earnout (“Earnout Shares”). The earnout shares are allocable to both Legacy TOI stockholders and Legacy TOI option holders. In connection with the Business Combination, the Company incurred $39,914 of equity issuance costs, consisting of advisory, legal, deferred underwriting, share registration, and other professional fees, of which $6,769 was ascribed to the earnout liability and expensed with the remainder being netted against additional paid-in capital.

On the Closing Date, shares of DFPH common stock that were not otherwise redeemed as part of the DFPH public stockholder vote were automatically converted into shares of TOI common stock on a one-for-one basis. Further, PIPE Shares as well as DFPH common stock that was not otherwise forfeited or subject to earnout automatically converted into TOI common stock on a one-for-one basis. Additionally, holders of DFPH forfeited 555,791 Private Placement Warrants.

All periods prior to the Closing Date reflect the balances and activity of Legacy TOI. The consolidated balances as of December 31, 2020 from the audited consolidated financial statements of Legacy TOI as of that date, share activity (convertible redeemable preferred stock and common stock) and per share amounts in these condensed consolidated statements of equity were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 591:1. All previously issued and outstanding shares of Legacy TOI preferred stock 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

Raiker Practice Acquisition

M.D., an individual. Pursuant to the asset purchase agreement, the Company purchased from PCC certain non-clinical assets, properties, and rights. Pursuant to the Raiker MSA, TOI Management established an ongoing management services agreement which grants TOI Management the right to control the non-clinical and management operations of the Raiker Practice. Anil Raiker, M.D. continued to own all of the issued and outstanding equity interests of the Raiker Practice.

Pursuant to the Raiker MSA, and as further described in Note 17, TOI Management became the Raiker Practice’s primary beneficiary and thus consolidated the Raiker Practice and its subsidiaries. The consolidation of the Raiker Practice (the “Raiker Practice Acquisition”) at the Raiker Acquisition Date constituted a business combination in accordance with ASC 805.

The total consideration for the Acquisition was $1,710, comprised of a cash payment of $892 and deferred consideration of $818. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). During the three months ended March 31, 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 (TOI FL). 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 (the “Clinical Buyer”, and together with TOI Management, “Buyers”) acquired certain clinical assets of the Grant Practice from Dr. Grant. Intangible assets of $450 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years The Buyers transferred cash consideration of $849 and deferred consideration of $200 to Dr. Grant for the purchase. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (November 12, 2022 and 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

Orr Practice Acquisition

On November 12, 2021 (“Orr Acquisition Date”), the Company acquired certain non-clinical assets of Leo E. Orr, M.D., Inc. (the “Orr Practice”) from Leo E. Orr, M.D. (“Dr. Orr”). Further TOI CA (the “Clinical Buyer”, and together with TOI Management, “Buyers”) acquired certain clinical assets of the Orr Practice from Dr. Orr. Intangible assets of $150 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years The Buyers transferred cash consideration of $816 and deferred consideration of $200 to Dr. Orr for the purchase. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (November 12, 2022 and 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

Dave Practice Acquisition

On November 19, 2021 (“Dave Acquisition Date”), the Company acquired certain non-clinical assets of Sulaba Dave M.D., d.b.a. Radiation Oncology Associates (the “Dave Practice”) from Sulaba Dave M.D. (the “Dr. Dave”). Further TOI CA (the Clinical Buyer, and together with the TOI Management, Buyers) acquired certain clinical assets of the Dave Practice from Dr. Dave. Intangible assets of $77 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $2,000 and deferred consideration of $750 to Dr. Dave for the purchase. The deferred cash consideration is to be paid in three equal installments on the six, twelfth, and eighteen month anniversaries of the transaction closing date (May 19, 2022, November 19, 2022, and May 19, 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

Yang Practice Acquisition

On December 9, 2021 (“Yang Acquisition Date”), the Company, acquired certain non-clinical assets of Global Oncology, Inc. (the “Yang Practice”) from Dr. Honghao Yang M.D. (“Dr. Yang”). Further TOI CA (together with TOI Management, Buyers) acquired certain clinical assets of the Practice from Dr. Yang. Intangible assets of $68 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $4,615 and deferred consideration of $2,500 to Dr. Yang for the purchase. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (December 9, 2022 and 2023, respectively). The Transaction resulted in the sale of nearly all assets of the practice. Additionally, on the Yang Acquisition Date, Dr. Yang entered into an employment agreement with the Clinical Buyer whereupon Dr. Yang will provide professional services to the Clinical Buyer.

Summary of Consideration Transferred

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies we expect to achieve, such as the use of our existing infrastructure to support the added membership, and future economic benefits arising from the assembled workforce. The purchase consideration for the acquisitions has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired including a residual amount of tax deductible goodwill of $1,454 for the Raiker acquisition, $550 for the Grant acquisition, $837 for the Orr acquisition, $2,645 for the for the Dave acquisition, and $6,913 for the Yang acquisition.

Acquisition costs amounted to $76 in the aggregate for the three months ended March 31, 2021, and were recorded as “General and administrative expenses” in the accompanying condensed consolidated statements of operations.

The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed.


	Acquisition
(in thousands)	Raiker		Grant		Orr		Dave		Yang		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—	$	65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		7		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

The establishment of the allocation to goodwill requires the extensive use of accounting estimates and management judgement. The fair values assigned to the assets acquired are based on estimates and assumptions from data that is readily available.

Summary of Unaudited Supplemental Pro Forma Information

The revenues, earnings, and pro forma effects of the Raiker Practice Acquisition, which occurred during the three months ended March 31, 2021, are not, and would not have been, material to the results of operations, individually and in aggregate.

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 and deferred cash consideration, 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.

Note 16. Business Combinations

During the year ended December 31, 2021, the Company merged with DFPH with the intent to raise capital and gain access to the public markets.

Additionally, the Company closed on five business combinations and one asset acquisition, consistent with the intent to strategically grow its existing markets and expand into new markets.

During the year ended December 31, 2020, the Company closed on a business combination with the intent to strategically grow its existing markets.

DFPH-Legacy TOI Merger

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.

All periods prior to the Closing Date reflect the balances and activity of Legacy TOI. The consolidated balances as of December 31, 2020 from the audited consolidated financial statements of Legacy TOI as of that date, share activity (convertible redeemable preferred stock and common stock) and per share amounts in these consolidated statements of equity were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 591:1. All previously issued and outstanding shares of Legacy TOI preferred stock classified as mezzanine equity were converted into Legacy TOI common stock and was retroactively adjusted and reclassified to permanent equity as a result of the reverse recapitalization. As a result of the Business Combination, $142,557 of additional paid-in capital was recognized.

As of December 31, 2021, the Company had 10,000,000 shares authorized of Series A Common Equivalent Preferred Stock, $0.0001 par value, of which none were issued and outstanding as of December 31, 2020.

Practice Acquisitions

For the acquisition of various clinical practices, the Company applied the acquisition method of accounting, where the total purchase price was allocated, or preliminarily allocated, to the tangible and intangible assets acquired and liabilities assumed, based on their fair values as of the acquisition dates. The Company realized $3,023 cumulative revenue and $1,454 cumulative net loss from the clinical practices acquired in it its consolidated statement of operations for the year ended December 31, 2021.

Raiker Practice Acquisition

On February 12, 2021 (“Raiker Acquisition Date”), the Company entered into an asset purchase agreement and master services agreement (“Raiker MSA”) with Anil N Raiker, M.D., P.L.C., d/b/a Pinellas Cancer Center (the “Raiker Practice”) and Anil Raiker, M.D., an individual. Pursuant to the asset purchase agreement, the Company purchased from PCC certain non-clinical assets, properties, and rights. Pursuant to the Raiker MSA, TOI Management established an ongoing management services agreement which grants TOI Management the right to control the non-clinical and management operations of the Raiker Practice. Anil Raiker, M.D. continued to own all of the issued and outstanding equity interests of the Raiker Practice.

The total consideration for the Acquisition was $1,710, comprised of a cash payment of $892 and deferred consideration of $818. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

The revenues, earnings, and pro forma effects of the Acquisition are not, and would not have been, material to the results of operations, individually and in aggregate.

Grant Practice Acquisition

Orr Practice Acquisition

Dave Practice Acquisition

On November 19, 2021 (“Dave Acquisition Date”), the Company acquired certain non-clinical assets of Sulaba Dave M.D., d.b.a. Radiation Oncology Associates (the “Dave Practice”) from Sulaba Dave M.D. (the “Dr. Dave”). Further TOI CA (the “Clinical Buyer”, and together with the TOI Management, “Buyers”) acquired certain clinical assets of the Dave Practice from Dr. Dave. Intangible assets of $77 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $2,000 and deferred consideration of $750 to Dr. Dave for the purchase. The deferred cash consideration is to be paid in three equal installments on the six, twelfth, and eighteen month anniversaries of the transaction closing date (May 19, 2022, November 19, 2022, and May 19, 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

Yang Practice Acquisition

On December 9, 2021 (“Yang Acquisition Date”), the Company, acquired certain non-clinical assets of Global Oncology, Inc. (the “Yang Practice”) from Dr. Honghao Yang M.D. (“Dr. Yang”). Further TOI CA (together with TOI Management, “Buyers”) acquired certain clinical assets of the Practice from Dr. Yang. Intangible assets of $68 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $4,615 and deferred consideration of $2,500 to Dr. Yang for the purchase. The deferred cash consideration is to be paid in two equal nstallments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). The Transaction resulted in the sale of nearly all assets of the practice. Additionally, on the Yang Acquisition Date, Dr. Yang entered into an employment agreement with the Clinical Buyer whereupon Dr. Yang will provide professional services to the Clinical Buyer.

Zevallos Practice Acquisition

During the year ended December 31, 2020, the Company acquired a clinical practice, Manuel Zevallos, MD, a Professional Corporation, for $100 in cash and $50 in deferred cash consideration (“Zevallos Practice Acquisition”), which was paid during the year ended December 31, 2021. The acquisition was only for goodwill and no assets or liabilities were acquired. Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value

The revenues, earnings, and pro forma effects of the acquisition are not, and would not have been, material to the results of operations, individually and in aggregate.

Summary of Consideration Transferred

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies we expect to achieve, such as the use of our existing infrastructure to support the added membership, and future economic benefits arising from the assembled workforce. The purchase consideration for the acquisitions has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired including a residual amount of tax deductible goodwill of approximately $1,453 for the Raiker acquisition, $550 for the Grant acquisition, $837 for the Orr acquisition, $2,645 for the for the Dave acquisition, and $6,913 for the Yang acquisition.

Acquisition costs amounted to $476 in the aggregate for the year ended December 31, 2021, and were recorded as “General and administrative expenses” in the accompanying consolidated statements of operations.

The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed.


(in thousands)	Raiker Acquisition		Grant Acquisition		Orr Acquisition		Dave Acquisition		Yang Acquisition		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—		65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		—		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

Summary of Unaudited Supplemental Pro Forma Information

The pro forma results presented below include the effects of the Grant Acquisition, Orr Acquisition, Dave Acquisition, and Yang Acquisition, as if they had occurred on January 1, 2020. The pro forma results for the year ended December 31, 2020 include the additional amortization resulting from the adjustments to the value of intangible assets resulting from purchase accounting. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The pro forma information does not purport to be indicative of what the Company’s results of operations would have been if the acquisitions had in fact occurred at the beginning of the period presented and is not intended to be a projection of the Company’s future results of operations. Transaction expenses are included within the pro forma results. The pro forma results for the year ended December 31, 2021 are not included since

it is impracticable to obtain the financial information of the various acquirees, since such information has not been individually prepared and is not available without the expenditure of significant additional effort and time.


	Year Ended December 31,
(in thousands)	2020
Revenue	$	202,316
Net loss	$	(12,195)

Mendez Asset Acquisition

Variable Interest Entities

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Note 17. Variable Interest Entities

The Company prepares its condensed 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 condensed 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.


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Current assets:
Cash and restricted cash	$	2,248	$	1,618
Accounts receivable		24,513		20,007
Other receivables		1,028		935
Inventories, net		7,770		6,438
Prepaid expenses		1,146		781
Total current assets		36,705		29,779
Property and equipment, net		44		—
Other assets		273		276
Intangible assets, net		1,120		1,181
Goodwill		11,096		11,096
Total assets	$	49,238	$	42,332
Liabilities
Current liabilities:
Accounts payable	$	11,876	$	14,204
Income taxes payable		132		132
Accrued expenses and other current liabilities		5,228		5,539
Current portion of long-term debt		—		183
Amounts due to affiliates		76,960		56,312
Total current liabilities		94,196		76,370
Other non-current liabilities		1,917		3,203
Deferred income taxes liability		16		6
Total liabilities	$	96,129	$	79,579

Single physician holders, who are officers of the Company, retain equity ownership in TOI CA and TOI FL, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of TOI CA or TOI FL, however. As such, for the three months ended March 31, 2022, net income of $19,286 and $0 were attributable to TOI and to the noncontrolling interest, respectively. For the three months ended March 31, 2021, net loss of $996 and $0 were attributable to TOI and to the noncontrolling interest, respectively.

Note 17. 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.

The consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation.


(in thousands)	December 31, 2021		December 31, 2020
Assets
Current assets:
Cash and restricted cash	$	1,618	$	20
Accounts receivable		20,007		17,146
Other receivables		935		49
Inventories, net		6,438		4,354
Prepaid expenses		781		719
Total current assets		29,779		22,288
Other assets		276		201
Intangible assets, net		1,181		—
Goodwill		11,096		150
Total assets	$	42,332	$	22,639
Liabilities
Current liabilities:
Accounts payable	$	14,204	$	11,953
Income taxes payable		132		—
Accrued expenses and other current liabilities		5,539		6,039
Current portion of long-term debt		183		2,000
Amounts due to affiliates		56,312		19,883
Total current liabilities		76,370		39,875
Other non-current liabilities		3,203		551
Deferred income taxes liability		6		—
Total liabilities	$	79,579	$	40,426

Single physician holders, who are officers of the Company, retain equity ownership in TOI CA and TOI FL, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of TOI CA or TOI FL, however. As such, in 2021, net loss of $10,927 and $0 was attributable to TOI and to the noncontrolling interest, respectively. In 2020, net loss of $14,322 and $0 was attributable to TOI and to the noncontrolling interest, respectively.

Goodwill and Intangible Assets

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 18. 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 depreciation. See Note 2 for a summary of the Company’s policies relating to goodwill and intangible assets.

Intangible Assets

As of March 31, 2022, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,623)	$	12,777
Trade names	10 years		4,170		(1,451)		2,719
Clinical contracts	9 years		2,909		(833)		2,076
Total intangible assets		$	26,479	$	(8,907)	$	17,572

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of March 31, 2022 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,011
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	17,572

The aggregate amortization expense during the three months ended March 31, 2022 and 2021 were $673 and $612, respectively.

Goodwill

The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, dispensary, patient services, and clinical trials & other. The goodwill allocated to each of the reporting units as of March 31, 2022 and December 31, 2021 is as follows:


	March 31,		December 31,
(in thousands)	2022		2021
Patient services	$	21,443	$	21,443
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	26,626

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 and for the year ended December 31, 2021 are as follows:


(in thousands)	2022		2021
Balance as of January 1:
Gross goodwill	$	26,626	$	14,227
Goodwill acquired during the period		—		12,399
Accumulated impairment losses		—		—
Goodwill, net as of March 31 and December 31	$	26,626	$	26,626

Note 18. Goodwill and Intangible Assets

Intangible Assets

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900	$	(4,283)	$	14,617
Trade names	10 years		4,170		(945)		3,225
Clinical contracts	10 years		2,164		(490)		1,674
Total intangible assets		$	25,234	$	(5,718)	$	19,516

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2021 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,684
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	18,245

The aggregate amortization expense during the years ended December 31, 2021, and 2020 were $2,516 and $2,487, respectively.

Goodwill


(in thousands)	December 31, 2021		December 31, 2020
Patient services	$	21,443	$	9,044
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	14,227

The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows:


(in thousands)	December 31, 2021		December 31, 2020
Balance as of January 1:
Gross goodwill	$	14,227	$	14,077
Goodwill acquired during the period		12,399		150
Accumulated impairment losses		—		—
Goodwill, net as of December 31	$	26,626	$	14,227

Net Income (Loss) Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Note 19. 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 three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, basic		3,519		—
Net income (loss) attributable to common stockholders, basic	$	15,767	$	(996)
Weighted average common shares outstanding, basic		73,252,365		62,853,419
Net income (loss) per share attributable to common stockholders, basic	$	0.22	$	(0.02)

The following table sets forth the computation of the Company’s diluted net income (loss) per share to common stockholders for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, diluted		3,405		—
Net income (loss) attributable to common stockholders, diluted	$	15,881	$	(996)
Weighted average shares outstanding, diluted		76,247,966		62,853,419
Net income (loss) per share attributable to common stockholders, diluted	$	0.21	$	(0.02)

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:


	Three Months Ended March 31,
	2022	2021
Stock options	4,609,124	8,706,158
RSUs	1,991,728	1,390,839
Earnout Shares	1,560,857	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—

Note 19. Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share to common stockholders for the years ended December 31, 2021 and 2020.


	Year Ended December 31,
	2021		2020
Net loss attributable to TOI (in thousands)	$	(10,927)	$	(14,322)
Basic and diluted weighted average shares outstanding		66,230,606		59,117,723
Basic and diluted net loss per share attributable to TOI	$	(0.16)	$	(0.24)


	Year Ended December 31
	2021	2020
Stock options	6,921,180	8,683,952
RSUs	1,291,492	1,390,839
Earnout Shares	1,602,435	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—

The Earnout Shares are excluded from basic and diluted EPS since they are contingently issuable. Given the market conditions have not been achieved, the contingency has not been met and therefore the Earnout Shares are not included in basic and diluted weighted average shares outstanding.

See Note 14 for further details regarding stock options and restricted stock units. See Note 2 for further details regarding terms of the earnout and warrants.

Segment Information

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Information

Note 20. 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:


	Three Months Ended March 31,
(in thousands)	2022		2021
Revenue
Patient services	$	35,057	$	29,622
Dispensary		18,679		17,618
Clinical trials & other		1,425		1,340
Consolidated revenue		55,161		48,580
Direct costs
Patient services		27,378		23,086
Dispensary		15,324		15,123
Clinical trials & other		137		169
Total segment direct costs		42,839		38,378
Depreciation expense
Patient services		250		127
Dispensary		—		—
Clinical trials & other		47		29
Total segment depreciation expense		297		156

Amortization of intangible assets
Patient services		621		560
Dispensary		—		—
Clinical trials & other		53		53
Total segment amortization		674		613
Operating income
Patient services		6,808		5,849
Dispensary		3,355		2,495
Clinical trials & other		1,188		1,089
Total segment operating income		11,351		9,433
Selling, general and administrative expense		29,806		11,178
Non-segment depreciation and amortization		16		8
Total consolidated operating loss	$	(18,471)	$	(1,753)


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Patient services	$	47,086	$	44,223
Dispensary		6,172		4,277
Clinical trials & other		13,717		14,504
Non-segment assets		139,537		140,435
Total assets	$	206,512	$	203,439

Note 20. Segment Information

The Company operates its business and reports its results through three operating and reportable segments: dispensary, patient services, and clinical trials & other. in accordance with ASC 280. See Note 2 for a summary of the Company’s policy on segment information.

A brief description of each of the Company’s segments is as follows:

Patient Services

The Company provides oncology treatment and care to patients. As part of the patient services segment, the Company provides a variety of services including physician services, in-house infusion and pharmacy, radiology, educational seminars, support groups, counseling, and 24/7 patient assistance.

Dispensary

The Company sells oral prescription drugs directly through its dispensary. The Company purchases these drugs from various manufacturers and fills the prescription using its specialized expertise and knowledge of each individual patient’s needs.

Clinical Trials & Other

The Company enters into contracts to perform clinical research trials. As part of the clinical trials & other segment, the Company conducts cancer clinical trials through a network of experienced cancer care specialists for a broad range of pharmaceutical and medical device companies. The “other” portion of clinical trials & other consists of miscellaneous ancillary sources of revenue and expenses such as, medical supplies, biohazardous medical waste, and management fees.

Summarized financial information for the Company’s segments is shown in the following tables:


	Year Ended December 31,
(in thousands)	2021		2020
Revenue
Patient services	$	124,074	$	116,817
Dispensary		72,550		63,890
Clinical trials & other		6,379		6,808
Consolidated revenue		203,003		187,515
Direct costs
Patient services		99,401		95,747
Dispensary		62,102		53,907
Clinical trials & other		652		982
Total segment direct costs		162,155		150,636
Depreciation expense
Patient services		659		940
Dispensary		1		—
Clinical trials & other		123		7
Total segment depreciation expense		783		947
Amortization of intangible assets
Patient services		2,305		1,863
Dispensary		—		—
Clinical trials & other		211		213
Total segment amortization		2,516		2,076
Operating income
Patient services		21,709		18,267
Dispensary		10,447		9,983
Clinical trials & other		5,393		5,606
Total segment operating income		37,549		33,856
Selling, general and administrative expense		83,365		41,898
Non-segment depreciation and amortization		42		155
Total consolidated operating loss	$	(45,858)	$	(8,197)


(in thousands)	December 31, 2021		December 31, 2020
Assets
Patient services	$	44,223	$	36,446
Dispensary		4,277		4,319
Clinical trials & other		14,504		5,487
Non-segment assets		140,435		19,437
Total assets	$	203,439	$	65,689

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 21
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Related Party Transactions

Note 21. Related Party Transactions

Related party transactions include payments for consulting services provided to the Company, clinical trials, and board fees. Related party payments for the three months ended March 31, 2022 and 2021 were as follows:


		Three Months Ended March 31,
(in thousands)	Type	2022		2021
American Institute of Research	Consulting	$	40	$	24
Karen M Johnson	Board Fees		19		—
Richard Barasch	Board Fees		5		—
Anne M. McGeorge	Board Fees		19		—
Mohit Kaushal	Board Fees		19		—
Ravi Sarin	Board Fees		19		—
Maeve O’Meara Duke	Board Fees		19		—
Richy Agajanian MD	Clinical Trials		16		4
Veeral Desai	Board Fees		—		13
Total		$	156	$	41

Note 21. Related Party Transactions

Related party transactions include payments to the American Institute of Research, Havencrest Capital Management, L.L.C., M33 Growth L.L.C., Mark L. Pacala, Richy Agajanian M.D., Roca Partners L.L.C. and Veeral Desai. The American Institute of Research provides consulting services to the Company. Havencrest Capital Management L.L.C. and M33 Growth L.L.C. provide management services to the Company. These entities have an equity stake in the Company and payments constitute consideration in exchange for the services provided. Mark L. Pacala and Roca Partners L.L.C. also have an equity stake in the Company and payments to these owners constitute expense reimbursement for traveling to Board meetings. Richy Agajanian M.D. was the representative shareholder of the Practice through December 31, 2020 and payments to him are compensation for his services related to clinical research trials.

Related Party payments for the years ended December 31, 2021 and 2020 were as follows:

	Year Ended December 31,
(in thousands)	2021		2020
American Institute of Research	$	152	$	159
Havencrest Capital Management, LLC		166		233
M33 Growth LLC		353		183
Mark L. Pacala		—		3
Richy Agajanian MD		21		24
Veeral Desai		52		38
Roca Partners LLC		—		1
Total	$	744	$	641

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 22. Subsequent Events

Perkins Practice Acquisition

On April 29, 2022, the Company entered into an Asset Purchase Agreement with California Oncology of the Central Valley Medical Group, Inc., (the “Perkins Practice”) and Christopher Perkins, M.D., an individul. In conjunction with the acquisition, the Company also entered into a Professional Service Agreement with Oncology Associates of Fresno Medical Group, Inc. Christopher Perkins, M.D. owns all of the issued and outstanding equity interests of the Perkins Practice. The terms of the agreement states that the Company will purchase from the Perkins Practice certain assets, properties, and rights owned by the Perkins Practice, and the intangible assets associated with the asset acquisition. The Company will pay $10,400, with $8,400 of the consideration being paid in cash at closing and the remainder paid equally in two cash installments on each annual anniversary thereafter.

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying condensed 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.	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 condensed consolidated statements of operations. The Company holds variable interests in clinical practices, TOI PCs, for which it cannot legally own, as a result of entering into master services agreements (“MSAs”). As of March 31, 2022, TOI held variable interest in The Oncology Institute CA, a Professional Corporation (TOI CA) and The Oncology Institute FL, LLC, a Professional Corporation (“TOI FL,”), both of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 17, the shareholders of the Company’s consolidating VIEs own a minority of the issued and outstanding common shares of the Company.	Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income from these subsidiaries are included in the consolidated amounts as presented on the consolidated statements of operations. The Company holds variable interests in clinical practices, TOI PCs, for which it cannot legally own, as a result of entering into master services agreements (“MSAs”). As of December 31, 2021, TOI held variable interest in The Oncology Institute CA, a Professional Corporation (TOI CA) and The Oncology Institute FL, LLC, a Professional Corporation (“TOI FL,”), both of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 17, the shareholders of the Company’s consolidating VIEs own a minority of the issued and outstanding common shares of the Company.
Business Combinations	Business Combinations The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification Topic No. 805, Business Combinations (“ASC 805”). Per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired. The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of 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.	Business Combinations The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification Topic No. 805, Business Combinations (“ASC 805”). Per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired. The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFP, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of TOI Parent.
Segment Reporting	Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.	Segment Reporting The Company presents the financial statements by segment in accordance with Accounting Standard Codification Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient care, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.
Use of Estimates	Use of Estimates The preparation of condensed 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgements related to revenue recognition, estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes.	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgements related to revenue recognition, estimated accounts receivable, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes.
Net 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. 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, earnout shares (defined in Note 14), public warrants and private placement warrants. For periods where the Company has net losses, diluted net loss per share is the same as basic net loss per share because inclusion of potential common shares in the diluted net loss per share calculation has an antidilutive effect. The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants and private placement warrants. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted EPS until the market conditions have been met (see more detail on the earnout shares in Note 14). 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.	Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss per share has been retrospectively adjusted for all periods presented prior to the Business Combination. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, Earnout Shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Emerging Growth Company	Emerging Growth Company Pursuant to the Business Combination, the Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.	Emerging Growth Company Pursuant to the Business Combination, the Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Recently Adopted 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. ASC 842 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 condensed 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. As a result of the Company’s adoption of ASC 842, the Company recorded an initial adjustment to the opening balance sheet of $16,439 to operating ROU assets, $3,970 to current portion of operating lease liabilities, $13,796 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 statement of income (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 guidance did not have a material impact on the Company’s consolidated financial position or results of operations. 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 after December 15, 2022. An entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740, Income Taxes. This new standard is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. The new standard is effective for the Company beginning January 1, 2022, and for interim periods beginning January 1, 2023. The guidance in the new standard has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of ASU 2019-12 on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company beginning January 1, 2024. The Company is currently evaluating the effect of ASU 2020-06 on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company will adopt ASU 2021-08 on January 1, 2024 on a prospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.	Recently Adopted Accounting Standards In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2021-10, Government Assistance, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). The new standard requires additional disclosures regarding government grants and contributions. The standard requires disclosures on the nature of the transactions and related accounting policies, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transactions. This standard is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company elected to early adopt this standard effective January 1, 2021, using the retrospective approach transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases), whereas under current accounting standards the Company’s lease portfolio consists primarily of operating leases and is not recognized on its consolidated balance sheets. The Company will adopt ASC 842 effective January 1, 2022, using the alternative modified transition method and will record a cumulative-effect adjustment to the opening balance of retained earnings as of that date. Prior periods will not be restated. The Company believes the largest impact will be on the consolidated balance sheet for the accounting of facilities-related leases, which represents a majority of its operating leases it has entered into as a lessee. These leases will be recognized under the new standard as ROU assets and operating lease liabilities, which the Company approximates will be $15,800 and $17,100, respectively. The Company will also provide expanded disclosures for its leasing arrangements. The results of operations are not expected to significantly change after adoption of the new standard. In June 2020, the FASB issued Accounting Standards Update 2020-05, Leases (Topic 842), Effective Dates for Certain Entities (“ASU 2020-05”), which deferred the effective dates of ASU 2016-02 in order to respond to the significant business and capital market disruptions caused by the COVID-19 pandemic. In February 2016, the Board issued ASU 2016-02, with an effective date for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public business entities. For all other entities, Leases (Topic 842) was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In November 2019, the Board issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The amendments in ASU 2019-10 deferred the effective dates for Leases for entities in the “all other” category by an additional year. Therefore, ASU 2016-02 was effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in ASU 2020-05 defer the effective date for one year for entities in the “all other” category that have not yet issued their financial statements (or made financial statements available for issuance) reflecting the adoption of Leases. Therefore, under the amendments, Leases is effective for entities within the “all other” category for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company belongs in the “all other” category. In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740, Income Taxes. This new standard is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. The new standard is effective for the Company beginning January 1, 2022. The guidance in the new standard has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of ASU 2019-12 on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company beginning January 1, 2024. The Company is currently evaluating the effect of ASU 2020-06 on the Company’s consolidated financial statements and related disclosures. In May 2021, the FASB issued Accounting Standards Update 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance in ASU 2021-04 requires the issuer to treat a modification of an equity-classified written call option that does not cause the option to become liability-classified as an exchange of the original option for a new option. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the option or as termination of the original option and issuance of a new option. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company will adopt ASU 2021-08 on January 1, 2024 on a prospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Risks and Uncertainties [Abstract]

Summary of concentration risk

The concentration of net revenue on a percentage basis for major payors for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Net Revenue:
Payor A	16	%	17	%
Payor B	17	%	13	%

The concentration of gross receivables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Receivables:
Payor B	21	%	19	%
Payor C	13	%	14	%

The concentration of cost of sales on a percentage basis for major vendors for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Cost of Sales:
Vendor A	51	%	48	%
Vendor B	47	%	50	%

The concentration of gross payables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Payables:
Vendor B	55	%	47	%
Vendor A	28	%	39	%
All others	17	%	14	%

The concentration of net revenue on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Net Revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Receivables:
Payor B	19	%	11	%
Payor C	14	%	21	%

The concentration of cost of sales on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Cost of Sales:
Vendor A	50	%	55	%
Vendor B	48	%	45	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Payables:
Vendor B	47	%	48	%
Vendor A	39	%	42	%
All others	14	%	10	%

Accounts Receivable and Notes Receivable (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Receivables [Abstract]

Summary of accounts receivable

Accounts Receivable as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Oral drug accounts receivable	$	2,535	$	2,097
Capitated accounts receivable		721		665
FFS accounts receivable		15,518		12,530
Clinical trials accounts receivable		1,849		1,823
Other trade receivables		3,890		2,892
Total	$	24,513	$	20,007

Accounts Receivable as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug accounts receivable	$	2,097	$	2,308
Capitated accounts receivable		665		353
FFS accounts receivable		12,530		10,962
Clinical trials accounts receivable		1,823		1,719
Other trade receivables		2,892		1,804
Total	$	20,007	$	17,146

Revenue (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of disaggregation of revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


	Three Months Ended March 31,
(in thousands)	2022		2021
Patient services
Capitated revenue	$	14,516	$	12,330
FFS revenue		20,541		17,292
Subtotal		35,057		29,622
Dispensary revenue		18,679		17,618
Clinical research trials and other revenue		1,425		1,340
Total	$	55,161	$	48,580

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:


	Year Ended December 31,
(in thousands)	2021		2020
Patient services
Capitated revenue	$	54,285	$	37,381
FFS revenue		69,789		79,436
Subtotal	$	124,074	$	116,817
Dispensary revenue		72,550		63,890
Clinical research trials and other revenue		6,379		6,808
Total	$	203,003	$	187,515

Inventories (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Inventory Disclosure [Abstract]

Summary of inventories

The Company’s inventories as of March 31, 2022 and December 31, 2021 were as follows:


(in thousands)	March 31, 2022		December 31, 2021
Oral drug inventory	$	2,787	$	1,484
IV drug inventory		4,983		4,954
Total	$	7,770	$	6,438

The Company’s inventories as of December 31, 2021 and 2020 were as follows:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug inventory	$	1,484	$	1,414
IV drug inventory		4,954		2,940
Total	$	6,438	$	4,354

Fair Value Measurements and Hierarchy (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of carrying amounts of financial instruments

The following table presents the carrying amounts of the Company’s financial instruments at March 31, 2022 and December 31, 2021:


	March 31,		December 31,
(in thousands)	2022		2021
Financial assets:
Cash and restricted cash	$	95,534	$	115,174
Accounts receivable		24,513		20,007
Other receivables		1,279		1,237
Financial liabilities:
Accounts payable	$	12,596	$	15,559
Derivative warrant liabilities		3,654		2,193
Earnout liabilities		20,578		60,018

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020:


(in thousands)	December 31, 2021		December 31, 2020
Financial assets:
Cash and restricted cash	$	115,174	$	5,998
Accounts receivable		20,007		17,146
Other receivables		1,237		113
Financial liabilities:
Accounts payable	$	15,559	$	12,643
Derivative warrant liabilities		2,193		—
Earnout liabilities		60,018		—

Summary of changes in fair value of level 3 warrant liabilities

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at March 31, 2022:


	Derivative
	Warrant		Earnout
(in thousands)	Liability		Liability
Balance at December 31, 2021	$	2,193	$	60,018
Change in fair value included in other expense		1,461		(39,440)
Balance at March 31, 2022	$	3,654	$	20,578

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at December 31, 2021:


(in thousands)	Derivative Warrant Liability		Earnout Liability
Balance at December 31, 2020	$	—	$	—
Private placement warrant liability acquired as part of the Business Combination		5,879		—
Earnout liability acquired as part of the Business Combination		—		84,909
Decrease in fair value included in other expense		(3,686)		(24,891)
Balance at December 31, 2021	$	2,193	$	60,018

Schedule of assumptions used in the valuation of derivative liabilities

A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows:


	March 31, 2022									December 31, 2021
	Derivative						Second			Derivative						Second
	Warrant			First Tranche			Tranche			Warrant			First Tranche			Tranche
	Liability			Earnout			Earnout			Liability			Earnout			Earnout
Unit price	$	7.13		$	7.13		$	7.13		$	9.75		$	9.75		$	9.75
Term (in years)		4.62			1.27			1.75			4.87			1.87			2.87
Volatility		36.10	%		35.00	%		35.00	%		12.80	%		35.00	%		35.00	%
Risk-free rate		2.41	%		2.38	%		2.38	%		1.24	%		0.94	%		0.94	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			13.20	%		13.20	%		—			11.14	%		11.14	%

A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows:

	December 31, 2021									November 12, 2021 (Initial Measurement)
	Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout			Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout
Unit price	$	9.75		$	9.75		$	9.75		$	10.98		$	10.98		$	10.98
Term (in years)		4.87			1.87			2.87			5.00			2.00			3.00
Volatility		12.80	%		35.00	%		35.00	%		19.00	%		35.00	%		35.00	%
Risk-free rate		1.24	%		0.94	%		0.94	%		1.24	%		0.85	%		0.85	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			11.14	%		11.14	%		—			10.80	%		10.80	%

Property and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

Property and equipment, net, consist of the following:


		March 31,		December 31,
(in thousands)	Useful lives	2022			2021
Computers and software	60 months	$	1,144	$	961
Office furniture	80 months		378		343
Leasehold improvements	Shorter of lease term or estimated useful life		4,168		3,387
Medical equipment	60 months		885		805
Construction in progress			423		518
Finance lease ROU assets	Shorter of lease term or estimated useful life		205		162
Less: accumulated depreciation			(2,294)		(1,984)
Total property and equipment, net		$	4,909	$	4,192

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	December 31, 2021		December 31, 2020
Computers and software	60 months	$	961	$	423
Office furniture	80 months		343		271
Leasehold improvements	Shorter of lease term or estimated useful life		3,387		1,685
Medical equipment	60 months		805		515
Construction in progress			518		205
Equipment capital lease assets	Shorter of lease term or estimated useful life		162		163
Less: accumulated depreciation			(1,984)		(1,158)
Total property and equipment, net		$	4,192	$	2,104

Accrued Expenses and Other Current and Non-Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Compensation, including bonuses, fringe benefits, and payroll taxes	$	4,186	$	3,325
Contract liabilities and refund liabilities		220		592
Directors and officers insurance premiums		5,057		5,009
Deferred acquisition consideration (see Note 16)		2,050		2,359
Other liabilities		3,003		2,639
Total accrued expenses and other current liabilities	$	14,516	$	13,924

Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,325	$	4,210
Deferred revenue and refund liabilities		592		3,379
Directors and officers insurance premiums		5,009		—
Deferred acquisition consideration (see Note 16)		2,359		50
Other liabilities		2,639		1,813
Total accrued expenses and other current liabilities	$	13,924	$	9,452

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Summary of lease, cost

The components of lease expense were as follows for the three months ended March 31, 2022:


	Three Months
	Ended March
(in thousands)	31, 2022
Operating lease costs:	$	1,168
Finance lease costs:
Amortization of ROU asset	$	14
Interest expense	$	1
Other lease costs:
Short-term lease costs	$	109
Variable lease costs	$	205

The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities for the three months ended March 31, 2022.


	Three Months
	Ended March
(in thousands)	31, 2022
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	1,145
Financing cash payments for finance leases		17
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	19,598
Finance leases		40

Summary of lessee, operating lease, liability, maturity

The aggregate future lease payments for the Company’s leases in years subsequent to March 31, 2022 are as follows:


	Operating		Finance
(in thousands)	Leases		Leases
2022	$	3,717	$	42
2023		4,734		46
2024		4,089		38
2025		3,370		4
2026		2,442		1
Thereafter		2,505		—
Total future lease payment	$	20,857	$	131
Less: amount representing interest		(2,171)		(7)
Present value of future lease payment (lease liability)	$	18,686	$	124
Reported as:
Lease liabilities, current	$	4,277	$	50
Lease liabilities, noncurrent		14,409		74
Total lease liabilities	$	18,686	$	124

Term and discount rate table with assets and liabilities, lessee

The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company’s leases as of March 31, 2022:


	March 31,
	2022
Weighted-average remaining lease term (in years)
Operating	4.81
Finance	2.58
Weighted-average discount rate
Operating	4.21	%
Finance	4.39	%

Share-Based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of weighted average assumptions used in the Black-Scholes-Merton option-pricing model


	2022	2021
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00%	38.60% to 40.20%
Risk-free interest rate	2.33% to 2.44%	0.76% to 1.12%
Expected term (years)	6.07 to 6.65	7.00

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 and 2020 Stock Options are provided in the following table:


	2021	2020
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00% to 40.20%	35.00% to 40.20%
Risk-free interest rate	0.76% to 1.30%	0.51% to 2.62%
Expected term (years)	7	7

Summary of stock option activity

Stock option activity during the periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2022	6,921,180	$	0.88
Granted	1,385,108		7.09
Exercised/Cashed-Out	—		—
Forfeited	(190,621)		1.23
Expired	(526)
Balance at March 31, 2022	8,115,141	$	1.94	8.87	$	42,151
Vested Options Exercisable at March 31, 2022	1,858,885	$	0.86	7.58	$	11,662


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	407,903		0.86
Exercised	—		—
Forfeited	(385,697)		0.86
Expired	—		—
Balance at March 31, 2021	8,706,158	$	0.85	8.73	$	80
Vested Options Exercisable at March 31, 2021	1,014,914	$	0.85	8.15	$	—

Stock option activity during the periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	1,182,218		1.08
Exercised/Cashed-Out	(2,175,986)		0.87
Forfeited	(769,004)		0.87
Expired	—		—
Balance at December 31, 2021	6,921,180	$	0.88	8.92	$	61,379
Vested Options Exercisable at December 31, 2021	1,821,909	$	0.87	7.78	$	16,185


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2020	5,823,369	$	0.85
Granted	4,190,067		0.86
Exercised	(58,439)		0.85
Forfeited	(1,271,045)		0.85
Expired	—		—
Balance at December 31, 2020	8,683,952	$	0.85	8.94	$	—
Vested Options Exercisable at December 31, 2020	742,174	$	0.85	8.25	$	—

Summary of the activity for the RSAs

A summary of the activity for the RSUs and RSAs for the three months ended March 31, 2022 and 2021, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2022		1,291,492
Granted		727,424
Vested		(27,188)
Forfeited		—
Balance at March 31, 2022		1,991,728


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Vested		—
Forfeited		—
Balance at March 31, 2021		1,390,839

A summary of the activity for the RSUs and RSAs for the years ended December 31, 2021 and 2020, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Forfeited		(99,347)
Balance at December 31, 2021		1,291,492


		Number of shares
Balance at January 1, 2020		543,475
Granted		1,098,651
Forfeited		(251,287)
Balance at December 31, 2020		1,390,839

Schedule of share-based payment award, earnout shares, valuation assumptions

The assumptions used in the Monte-Carlo Simulation model for the Earnout Shares granted on the Closing Date are provided in the following table:


	November 12, 2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	35.00	%
Risk-free interest rate	0.85	%


	November 12, 2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	35.00	%
Risk-free interest rate	0.85	%

Share-based payment arrangement, outstanding award, activity, excluding option

A summary of the activity for the Employees Earnout Shares for the three months ended March 31, 2022 is shown in the following table:


	Number of shares
Balance at January 1, 2022	$	1,602,435
Granted		—
Forfeited		(41,578)
Balance at March 31, 2022	$	1,560,857

A summary of the activity for the Employees Earnout Shares for the years ended December 31, 2021 is shown in the following table:


	Number of shares
Balance at January 1, 2021	$	—
Granted		1,603,322
Forfeited		(887)
Balance at December 31, 2021	$	1,602,435

Business Combinations (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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 assets acquired and liabilities assumed.


	Acquisition
(in thousands)	Raiker		Grant		Orr		Dave		Yang		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—	$	65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		7		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed.


(in thousands)	Raiker Acquisition		Grant Acquisition		Orr Acquisition		Dave Acquisition		Yang Acquisition		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—		65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		—		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

Variable Interest Entities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated financial statements include accounts of TOI and its subsidiaries and VIEs


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Current assets:
Cash and restricted cash	$	2,248	$	1,618
Accounts receivable		24,513		20,007
Other receivables		1,028		935
Inventories, net		7,770		6,438
Prepaid expenses		1,146		781
Total current assets		36,705		29,779
Property and equipment, net		44		—
Other assets		273		276
Intangible assets, net		1,120		1,181
Goodwill		11,096		11,096
Total assets	$	49,238	$	42,332
Liabilities
Current liabilities:
Accounts payable	$	11,876	$	14,204
Income taxes payable		132		132
Accrued expenses and other current liabilities		5,228		5,539
Current portion of long-term debt		—		183
Amounts due to affiliates		76,960		56,312
Total current liabilities		94,196		76,370
Other non-current liabilities		1,917		3,203
Deferred income taxes liability		16		6
Total liabilities	$	96,129	$	79,579

The consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation.


(in thousands)	December 31, 2021		December 31, 2020
Assets
Current assets:
Cash and restricted cash	$	1,618	$	20
Accounts receivable		20,007		17,146
Other receivables		935		49
Inventories, net		6,438		4,354
Prepaid expenses		781		719
Total current assets		29,779		22,288
Other assets		276		201
Intangible assets, net		1,181		—
Goodwill		11,096		150
Total assets	$	42,332	$	22,639
Liabilities
Current liabilities:
Accounts payable	$	14,204	$	11,953
Income taxes payable		132		—
Accrued expenses and other current liabilities		5,539		6,039
Current portion of long-term debt		183		2,000
Amounts due to affiliates		56,312		19,883
Total current liabilities		76,370		39,875
Other non-current liabilities		3,203		551
Deferred income taxes liability		6		—
Total liabilities	$	79,579	$	40,426

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Goodwill and Intangible Assets (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of intangible assets, net

As of March 31, 2022, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,623)	$	12,777
Trade names	10 years		4,170		(1,451)		2,719
Clinical contracts	9 years		2,909		(833)		2,076
Total intangible assets		$	26,479	$	(8,907)	$	17,572

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900	$	(4,283)	$	14,617
Trade names	10 years		4,170		(945)		3,225
Clinical contracts	10 years		2,164		(490)		1,674
Total intangible assets		$	25,234	$	(5,718)	$	19,516

Summary of estimated aggregate amortization expense

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of March 31, 2022 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,011
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	17,572

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2021 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,684
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	18,245

Summary of goodwill and changes in the carrying amount of goodwill

The goodwill allocated to each of the reporting units as of March 31, 2022 and December 31, 2021 is as follows:


	March 31,		December 31,
(in thousands)	2022		2021
Patient services	$	21,443	$	21,443
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	26,626

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 and for the year ended December 31, 2021 are as follows:


(in thousands)	2022		2021
Balance as of January 1:
Gross goodwill	$	26,626	$	14,227
Goodwill acquired during the period		—		12,399
Accumulated impairment losses		—		—
Goodwill, net as of March 31 and December 31	$	26,626	$	26,626


(in thousands)	December 31, 2021		December 31, 2020
Patient services	$	21,443	$	9,044
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	14,227

The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows:


(in thousands)	December 31, 2021		December 31, 2020
Balance as of January 1:
Gross goodwill	$	14,227	$	14,077
Goodwill acquired during the period		12,399		150
Accumulated impairment losses		—		—
Goodwill, net as of December 31	$	26,626	$	14,227

Net Income (Loss) Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of reconciliation of numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations

The following table sets forth the computation of the Company’s basic net income (loss) per share to common stockholders for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, basic		3,519		—
Net income (loss) attributable to common stockholders, basic	$	15,767	$	(996)
Weighted average common shares outstanding, basic		73,252,365		62,853,419
Net income (loss) per share attributable to common stockholders, basic	$	0.22	$	(0.02)

The following table sets forth the computation of the Company’s diluted net income (loss) per share to common stockholders for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, diluted		3,405		—
Net income (loss) attributable to common stockholders, diluted	$	15,881	$	(996)
Weighted average shares outstanding, diluted		76,247,966		62,853,419
Net income (loss) per share attributable to common stockholders, diluted	$	0.21	$	(0.02)

The following table sets forth the computation of the Company’s basic and diluted net loss per share to common stockholders for the years ended December 31, 2021 and 2020.


	Year Ended December 31,
	2021		2020
Net loss attributable to TOI (in thousands)	$	(10,927)	$	(14,322)
Basic and diluted weighted average shares outstanding		66,230,606		59,117,723
Basic and diluted net loss per share attributable to TOI	$	(0.16)	$	(0.24)

Summary of potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive


	Three Months Ended March 31,
	2022	2021
Stock options	4,609,124	8,706,158
RSUs	1,991,728	1,390,839
Earnout Shares	1,560,857	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—


	Year Ended December 31
	2021	2020
Stock options	6,921,180	8,683,952
RSUs	1,291,492	1,390,839
Earnout Shares	1,602,435	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—

Segment Information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Segment Reporting [Abstract]

Summary of financial information for the company's segments

Summarized financial information for the Company’s segments is shown in the following tables:


	Three Months Ended March 31,
(in thousands)	2022		2021
Revenue
Patient services	$	35,057	$	29,622
Dispensary		18,679		17,618
Clinical trials & other		1,425		1,340
Consolidated revenue		55,161		48,580
Direct costs
Patient services		27,378		23,086
Dispensary		15,324		15,123
Clinical trials & other		137		169
Total segment direct costs		42,839		38,378
Depreciation expense
Patient services		250		127
Dispensary		—		—
Clinical trials & other		47		29
Total segment depreciation expense		297		156

Amortization of intangible assets
Patient services		621		560
Dispensary		—		—
Clinical trials & other		53		53
Total segment amortization		674		613
Operating income
Patient services		6,808		5,849
Dispensary		3,355		2,495
Clinical trials & other		1,188		1,089
Total segment operating income		11,351		9,433
Selling, general and administrative expense		29,806		11,178
Non-segment depreciation and amortization		16		8
Total consolidated operating loss	$	(18,471)	$	(1,753)


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Patient services	$	47,086	$	44,223
Dispensary		6,172		4,277
Clinical trials & other		13,717		14,504
Non-segment assets		139,537		140,435
Total assets	$	206,512	$	203,439

Summarized financial information for the Company’s segments is shown in the following tables:


	Year Ended December 31,
(in thousands)	2021		2020
Revenue
Patient services	$	124,074	$	116,817
Dispensary		72,550		63,890
Clinical trials & other		6,379		6,808
Consolidated revenue		203,003		187,515
Direct costs
Patient services		99,401		95,747
Dispensary		62,102		53,907
Clinical trials & other		652		982
Total segment direct costs		162,155		150,636
Depreciation expense
Patient services		659		940
Dispensary		1		—
Clinical trials & other		123		7
Total segment depreciation expense		783		947
Amortization of intangible assets
Patient services		2,305		1,863
Dispensary		—		—
Clinical trials & other		211		213
Total segment amortization		2,516		2,076
Operating income
Patient services		21,709		18,267
Dispensary		10,447		9,983
Clinical trials & other		5,393		5,606
Total segment operating income		37,549		33,856
Selling, general and administrative expense		83,365		41,898
Non-segment depreciation and amortization		42		155
Total consolidated operating loss	$	(45,858)	$	(8,197)


(in thousands)	December 31, 2021		December 31, 2020
Assets
Patient services	$	44,223	$	36,446
Dispensary		4,277		4,319
Clinical trials & other		14,504		5,487
Non-segment assets		140,435		19,437
Total assets	$	203,439	$	65,689

Related Party Transactions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Schedule of related party transactions


		Three Months Ended March 31,
(in thousands)	Type	2022		2021
American Institute of Research	Consulting	$	40	$	24
Karen M Johnson	Board Fees		19		—
Richard Barasch	Board Fees		5		—
Anne M. McGeorge	Board Fees		19		—
Mohit Kaushal	Board Fees		19		—
Ravi Sarin	Board Fees		19		—
Maeve O’Meara Duke	Board Fees		19		—
Richy Agajanian MD	Clinical Trials		16		4
Veeral Desai	Board Fees		—		13
Total		$	156	$	41

	Year Ended December 31,
(in thousands)	2021		2020
American Institute of Research	$	152	$	159
Havencrest Capital Management, LLC		166		233
M33 Growth LLC		353		183
Mark L. Pacala		—		3
Richy Agajanian MD		21		24
Veeral Desai		52		38
Roca Partners LLC		—		1
Total	$	744	$	641

Description of the Business (Details)	3 Months Ended	12 Months Ended
Description of the Business (Details)	Mar. 31, 2022 item clinic subsidiary state	Dec. 31, 2021 item subsidiary
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of wholly-owned subsidiaries \| subsidiary	3	3
Minimum number of oncologists and mid-level professionals within three states \| item	84	86
Minimum number of clinic locations within three states	53	53
Number of states in which entity operates	4	4

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	Jan. 01, 2022 USD ($)	Dec. 31, 2020 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of operating segments \| segment	3	3
Operating right of use assets	$ 17,233	$ 0
Current portion of operating lease liabilities	4,277	0
Lease liabilities, noncurrent	14,409	0
Property and equipment, net	4,909	4,192		$ 2,104
Total accrued expenses and other current liabilities	14,516	13,924		9,452
Other non-current liabilities	$ 3,801	$ 6,900		$ 807
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating right of use assets			$ 16,439
Current portion of operating lease liabilities			3,970
Lease liabilities, noncurrent			13,796
Property and equipment, net			43
Total accrued expenses and other current liabilities			19
Other non-current liabilities			$ 21

Significant Risks and Uncertainties Including Business and Credit Concentrations - Revenue Concentration Risk (Details) - Customer concentration	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Percentage of Net Revenue: \| Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	16.00%	17.00%	17.00%	15.00%
Percentage of Net Revenue: \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	17.00%	13.00%	14.00%	15.00%
Percentage of Gross Receivables: \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	21.00%	19.00%	19.00%	11.00%
Percentage of Gross Receivables: \| Payor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	13.00%	14.00%	14.00%	21.00%

Significant Risks and Uncertainties Including Business and Credit Concentrations - Vendor Concentration Risk (Details) - Supplier Concentration	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Cost of Goods and Service Benchmark \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	51.00%	48.00%	50.00%	55.00%
Cost of Goods and Service Benchmark \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	47.00%	50.00%	48.00%	45.00%
Gross Payables \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	28.00%		39.00%	42.00%
Gross Payables \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	55.00%		47.00%	48.00%
Gross Payables \| All other
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	17.00%		14.00%	10.00%

Significant Risks and Uncertainties Including Business and Credit Concentrations - Additional Information (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Authorized amount	$ 178,000,000
Debt forgiveness			$ 5,142,000
2021 Acquisitions
Debt Instrument [Line Items]
Current portion of long term debt			$ 332,000
Centers for Medicare and Medicaid Services
Debt Instrument [Line Items]
Maximum percentage of accelerated payment amount	100		100
Proceeds from unsecured loan	$ (2,727,000)		$ (2,727,000)
1% Paycheck Protection Program Loan, due May 13, 2022
Debt Instrument [Line Items]
Proceeds from unsecured loan	(4,993,000)		(4,993,000)
1% Paycheck Protection Program Loan, due May 13, 2022 \| Series of Individually Immaterial Business Acquisitions
Debt Instrument [Line Items]
Proceeds from unsecured loan	(332,000)
Paycheck Protection Program Loan due October 2026 \| Notes Payable to Banks
Debt Instrument [Line Items]
Debt forgiveness	183,000
Provider Relief Funding
Debt Instrument [Line Items]
Proceeds from unsecured loan	$ 0	$ (1,023,000)	$ (1,023,000)	$ (978,000)

Accounts Receivable and Notes Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 24,513	$ 20,007	$ 17,146
Oral drug accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	2,535	2,097	2,308
Capitated accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	721	665	353
FFS accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	15,518	12,530	10,962
Clinical trials accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	1,849	1,823	1,719
Other trade receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 3,890	$ 2,892	$ 1,804

Accounts Receivable and Notes Receivable - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Accounts receivable, writeoff	$ 177	$ 0	$ 48	$ 4,233
Accounts receivable, recovery	$ 23	$ 0	$ 465	$ 0

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 55,161	$ 48,580	$ 203,003	$ 187,515
Patient services
Disaggregation of Revenue [Line Items]
Total operating revenue	35,057	29,622	124,074	116,817
Capitated revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	14,516	12,330	54,285	37,381
FFS revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	20,541	17,292	69,789	79,436
Dispensary revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	18,679	17,618	72,550	63,890
Clinical research trials and other revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 1,425	$ 1,340	$ 6,379	$ 6,808

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Contract with customer, asset	$ 0	$ 0
Contract liabilities	$ 220,000	$ 220,000	$ 370,000

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Total inventories	$ 7,770	$ 6,438	$ 4,354
Oral drug inventory
Inventory [Line Items]
Total inventories	2,787	1,484	1,414
IV drug inventory
Inventory [Line Items]
Total inventories	$ 4,983	$ 4,954	$ 2,940

Fair Value Measurements and Hierarchy - Summary of Carrying Amounts of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financial assets:
Cash and restricted cash	$ 95,534	$ 115,174	$ 5,998
Accounts receivable	24,513	20,007	17,146
Other receivables	1,279	1,237	113
Financial liabilities:
Accounts payable	12,596	15,559	12,643
Derivative Warrant Liability
Financial liabilities:
Derivative warrant liabilities	3,654	2,193	0
Derivative Earnout
Financial liabilities:
Derivative warrant liabilities	$ 20,578	$ 60,018	$ 0

Fair Value Measurements and Hierarchy - Liabilities of Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2021	$ 2,193	$ 0
Change in fair value included in other expense	1,461	(3,686)
Balance at March 31, 2022	3,654	2,193
Derivative Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2021	60,018	0
Change in fair value included in other expense	(39,440)	(24,891)
Balance at March 31, 2022	$ 20,578	$ 60,018

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net
Less: accumulated depreciation	$ (2,294)	$ (1,984)	$ (1,158)
Total property and equipment, net	$ 4,909	$ 4,192	2,104
Computers and software
Property and Equipment, Net
Useful lives	60 months	60 months
Property and equipment, gross	$ 1,144	$ 961	423
Office furniture
Property and Equipment, Net
Useful lives	80 months	80 months
Property and equipment, gross	$ 378	$ 343	271
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 4,168	$ 3,387	1,685
Medical equipment
Property and Equipment, Net
Useful lives	60 months	60 months
Property and equipment, gross	$ 885	$ 805	515
Construction in progress
Property and Equipment, Net
Property and equipment, gross	423	518	$ 205
Finance lease ROU assets
Property and Equipment, Net
Property and equipment, gross	$ 205	$ 162

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 314	$ 165	$ 826	$ 691

Accrued Expenses and Other Current and Non-Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Compensation, including bonuses, fringe benefits, and payroll taxes	$ 4,186	$ 3,325	$ 4,210
Contract liabilities and refund liabilities	220	592
Directors and officers insurance premiums	5,057	5,009	0
Deferred acquisition consideration	2,050	2,359	50
Other liabilities	3,003	2,639	1,813
Total accrued expenses and other current liabilities	$ 14,516	$ 13,924	$ 9,452

Accrued Expenses and Other Current and Non-Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued insurance	$ 6,785	$ 8,020
Accrued insurance, noncurrent	1,728	3,011
Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Deferred	$ 2,309	$ 2,109

Leases - Additional Information (Details) $ in Thousands	3 Months Ended
Leases - Additional Information (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Capital Leased Assets [Line Items]
Operating cash payment from operating leases	$ 1,145
Liability increase (decrease)	775
Increase to operating lease right-of-use asset	682
Rent expense increase (decrease)	$ 3
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 lessee, operating leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Leases [Abstract]
Operating lease costs:	$ 1,168
Amortization of ROU asset	14
Interest expense	1
Short-term lease costs	109
Variable lease costs	$ 205

Leases - Summary of lessee, operating lease, liability, maturity and finance lease, liability, fiscal year maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Operating Leases
2022	$ 3,717
2023	4,734
2024	4,089
2025	3,370
2026	2,442
Thereafter	2,505
Total future lease payment	20,857
Less: amount representing interest	(2,171)
Present value of future lease payment (lease liability)	18,686
Lease liabilities, current	4,277	$ 0
Lease liabilities, noncurrent	14,409	$ 0
Finance Leases
2022	42
2023	46
2024	38
2025	4
2026	1
Thereafter	0
Total future lease payment	131
Less: amount representing interest	(7)
Present value of future lease payment (lease liability)	124
Lease liabilities, current	50
Lease liabilities, noncurrent	$ 74

Leases - Summary of weighted average discount rates (Details)	Mar. 31, 2022
Leases [Abstract]
Operating	4 years 9 months 21 days
Finance	2 years 6 months 29 days
Operating	4.21%
Finance	4.39%

Leases - Supplemental noncash information related liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$ 1,145
Financing cash payments for finance leases	17
Operating leases	19,598
Finance leases	$ 40

Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Nov. 12, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt	$ 183		$ 5,368
Paycheck Protection Program Loan due October 2026 \| Notes Payable to Banks
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt	$ 183	$ 183	$ 0
Interest rate	1.00%	1.00%

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 180	$ 218	$ (671)	$ (493)
Increase (decrease) in income taxes	$ 38
Effective income tax rate reconciliation, percent	0.92%	(28.02%)
Federal statutory rate	21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stockholders' Equity (Details)					3 Months Ended	12 Months Ended
Stockholders' Equity (Details)	Dec. 12, 2021 $ / shares shares	Dec. 12, 2021 USN ($) $ / shares shares	Dec. 12, 2021 D $ / shares shares	Nov. 12, 2021 Vote	Mar. 31, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 USD ($) Vote $ / shares shares	Dec. 31, 2020 shares	Nov. 06, 2020 shares	Sep. 10, 2018 shares
Common and Preferred Shares
Common stock, shares authorized (in shares)					500,000,000	500,000,000		400,000	20,000
Common shares, par value (in usd per share) \| $ / shares					$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)					73,276,230	73,249,042
Recapitalization exchange ratio				591
Number of common stock, vote per share \| Vote				1	1	1
Dividends, common stock \| $					$ 0	$ 0
Preferred stock, shares authorized (in shares)					10,000,000	10,000,000
Preferred stock, par value (in usd per share) \| $ / shares					$ 0.0001	$ 0.0001
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares						$ 0.0001
Preferred stock, shares outstanding (in shares)					163,510	163,510	0
Shares issued upon conversion (in shares)					100	100
Maximum percent of common stock allowed					4.90%
Threshold number of business days before sending notice of redemption to warrant holders \| D			3
Public and Private Warrants
Common and Preferred Shares
Term from closing of IPO	30 days
Warrants term	5 years	5 years	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	1
Warrants price per share (in usd per share) \| $ / shares	$ 11.50	$ 11.50	$ 11.50
Warrant redemption maximum Common share price (in dollars per share) \| $ / shares	18.00	$ 18.00	$ 18.00
Threshold trading days		20	20
Threshold consecutive trading days		30	30
Warrants price per share (in usd per share) \| $ / shares	$ 0.01	$ 0.01	$ 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)					3,177,543

Share-Based Compensation - Additional Information (Details)							2 Months Ended	3 Months Ended		12 Months Ended
	Nov. 12, 2021 $ / shares shares	Nov. 12, 2021 item $ / shares shares	Nov. 12, 2021 tranche $ / shares shares	Nov. 12, 2021 $ / shares shares	Nov. 12, 2021 D $ / shares shares	Nov. 12, 2021 $ / shares shares	Dec. 31, 2021 USD ($) shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Nov. 06, 2020 shares	Dec. 31, 2019 shares	Jan. 02, 2019 shares
Legacy TOI Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Contingent consideration, liability (in shares)				12,500,000
Number of tranches		2	2
Stock price trigger (in dollars per share) \| $ / shares	$ 15.00	$ 15.00	$ 15.00	$ 15.00	$ 15.00	$ 15.00
Earnout measurement period	2 years
Initial stock price threshold \| $ / shares	$ 15.00	15.00	15.00	$ 15.00	$ 15.00	15.00
Earnout period	3 years
Threshold trading days \| D					20
Threshold trading day period \| D					30
Legacy TOI Earnout Shares \| Derivative Instrument, Period, One
Share-based Compensation Arrangement by Share-based Payment Award
Contingent consideration, liability (in shares)				5,000,000.0
Stock price trigger (in dollars per share) \| $ / shares	$ 12.50	$ 12.50	$ 12.50	$ 12.50	$ 12.50	$ 12.50
Legacy TOI Earnout Shares \| Derivative Instrument, Period, Two
Share-based Compensation Arrangement by Share-based Payment Award
Contingent consideration, liability (in shares)				7,500,000
DFPH Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Contingent consideration, liability (in shares)				575,000
Number of tranches		2	2
Earnout period	3 years
Escrow deposit percentage						50.00%
2020 sales Bonus Plan
Share-based Compensation Arrangement by Share-based Payment Award
Cash used to settle award \| $								$ 635,000		$ 635,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Term of award								10 years		10 years
Maximum total number of common shares for which Stock options may be granted (in shares)												15,640		13,640
Number of shares outstanding (in shares)	11,850	11,850	11,850	11,850	11,850	11,850	6,921,180	8,115,141	8,706,158	6,921,180	8,683,952		5,823,369
Share options exchanged (in shares)				6,925,219
Compensation costs recognized \| $								$ 3,255,000	$ 42,000	$ 1,775,000	$ 1,775,000
Unrecognized compensation cost \| $							$ 33,153,000	$ 28,445,000		$ 33,153,000	$ 492,000
Unrecognized compensation cost expected to be recognized over a weighted average period								2 years 7 months 2 days		2 years 11 months 23 days	3 years 18 days
Total fair value of common shares vested \| $								$ 2,198,000	$ 537,000	$ 1,349,000	$ 98,000
Cash used to settle award \| $							20,597,000
Stock options \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options									25.00%
Stock options \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options									75.00%
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)								5,318,054
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Share options exchanged (in shares)				1,291,492
Compensation costs recognized \| $							$ 640,000	$ 1,491,000
Unrecognized compensation cost expected to be recognized over a weighted average period								2 years 7 months 9 days
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 10.98	$ 10.98	$ 10.98	$ 10.98	$ 10.98	$ 10.98		$ 7.09	$ 10.98
Unrecognized compensation expense \| $								$ 17,207,000
Vested in period (in shares)								27,188		0
RSUs \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options								16.67%		16.67%
RSUs \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options								83.33%		83.33%
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares outstanding (in shares)	2,210	2,210	2,210	2,210	2,210	2,210
Compensation costs recognized \| $									$ 0		$ 0
Number of shares outstanding (in shares)	2,210	2,210	2,210	2,210	2,210	2,210	1,291,492		1,390,839	1,291,492	1,390,839		543,475
Vested in period (in shares)									0
Employees Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized \| $								$ 3,807,000		$ 2,166,000
Unrecognized compensation cost expected to be recognized over a weighted average period								7 months 13 days		10 months 2 days
Number of shares outstanding (in shares)							1,602,435	1,560,857		1,602,435
Unrecognized compensation expense \| $							$ 9,685,000	$ 5,324,000		$ 9,685,000
Employees Earnout Shares \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 8.35	$ 8.35	$ 8.35	$ 8.35	$ 8.35	$ 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	$ 6.76	$ 6.76	$ 6.76	$ 6.76	$ 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										3 years
Number of shares outstanding (in shares)							1,291,492	1,991,728		1,291,492
Unrecognized compensation expense \| $							$ 13,541,000			$ 13,541,000	$ 1,160,000
Vested in period (in shares)								27,188

Share-Based Compensation - weighted average assumptions used in the Black-Scholes-Merton option-pricing model (Details)		3 Months Ended		12 Months Ended
	Nov. 12, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Stock options
Valuation assumptions:
Expected volatility		35.00%
Expected volatility, minimum			38.60%	35.00%	35.00%
Expected volatility, maximum			40.20%	40.20%	40.20%
Risk-free interest rate, minimum		2.33%	0.76%	0.76%	0.51%
Risk-free interest rate, maximum		2.44%	1.12%	1.30%	2.62%
Expected term (years)			7 years	7 years
Stock options \| Minimum
Valuation assumptions:
Expected term (years)		6 years 25 days
Stock options \| Maximum
Valuation assumptions:
Expected term (years)		6 years 7 months 24 days
Employees Earnout Shares
Valuation assumptions:
Expected dividend yield	0.00%
Expected volatility	35.00%
Risk-free interest rate	0.85%

Share-Based Compensation - Stock option activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Balance at the beginning (in shares)	6,921,180	8,683,952	8,683,952	5,823,369
Granted (in shares)	1,385,108	407,903	1,182,218	4,190,067
Exercise (in shares)			(2,175,986)	(58,439)
Forfeited (in shares)	(190,621)	(385,697)	(769,004)	(1,271,045)
Expired (in shares)	(526)
Balance at the end (in shares)	8,115,141	8,706,158	6,921,180	8,683,952
Vested options exercisable at the end (in shares)	1,858,885	1,014,914	1,821,909	742,174
Weighted average exercise price
Balance at the beginning (in dollars per share)	$ 0.88	$ 0.85	$ 0.85	$ 0.85
Granted (in dollars per share)	7.09	0.86	1.08	0.86
Exercised (in dollars per share)			0.87	0.85
Forfeited (in dollars per share)	1.23	0.86	0.87	0.85
Balance at the end (in dollars per share)	1.94	0.85	0.88	0.85
Vested options exercisable at the end (in dollars per share)	$ 0.86	$ 0.85	$ 0.87	$ 0.85
Weighted average remaining contractual term and aggregate intrinsic value
Balance at the end (in years)	8 years 10 months 13 days	8 years 8 months 23 days	8 years 11 months 1 day	8 years 11 months 8 days
Vested options exercisable at the end (in years)	7 years 6 months 29 days	8 years 1 month 24 days	7 years 9 months 10 days	8 years 3 months
Aggregate intrinsic value (in thousands)	$ 42,151	$ 80	$ 61,379
Vested Options Exercisable	$ 11,662	$ 0	$ 16,185

Share-Based Compensation - RSAs (Details) - shares	3 Months Ended		12 Months Ended
Share-Based Compensation - RSAs (Details) - shares	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Restricted Stock Units and Restricted Stock Awards
Number of shares
Balance at the beginning (in shares)	1,291,492
Granted (in shares)	727,424
Vested (in shares)	(27,188)
Forfeited (in shares)	0
Balance at the end (in shares)	1,991,728		1,291,492
Restricted Stock Awards
Number of shares
Balance at the beginning (in shares)	1,291,492	1,390,839	1,390,839	543,475
Granted (in shares)		0		1,098,651
Vested (in shares)		0
Forfeited (in shares)		0	(99,347)	(251,287)
Balance at the end (in shares)		1,390,839	1,291,492	1,390,839
Employees Earnout Shares
Number of shares
Balance at the beginning (in shares)	1,602,435
Granted (in shares)	0		1,603,322
Forfeited (in shares)	(41,578)		(887)
Balance at the end (in shares)	1,560,857		1,602,435

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss contingency payments	$ 350

Business Combinations - Additional Information (Details) $ / shares in Units, $ in Thousands													3 Months Ended		12 Months Ended
	Dec. 12, 2021 USD ($) shares	Dec. 09, 2021 USD ($) installment	Nov. 19, 2021 USD ($) installment	Nov. 12, 2021 USD ($) $ / shares shares	Nov. 12, 2021 USD ($) $ / shares shares	Nov. 12, 2021 USD ($) installment $ / shares shares	Nov. 12, 2021 USD ($) USN ($) $ / shares shares	Nov. 12, 2021 USD ($) $ / shares shares	Nov. 12, 2021 USD ($) Vote $ / shares shares	Jun. 28, 2021 USD ($) $ / shares shares	May 01, 2021 USD ($)	Feb. 12, 2021 USD ($) installment	Mar. 31, 2022 USD ($) Vote	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) item Vote	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Number of businesses acquired \| item															5
Number of asset acquisition \| item															1
Sale of stock, price per share (in usd per share) \| $ / shares										$ 10.00
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				$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Cash acquired through reverse recapitalization					$ 166,584
Proceeds from recapitalization transaction					333,946										$ 333,946	$ 0
Payments as a result of recapitalization transaction					$ 167,510										$ 167,510	0
Reverse recapitalization expenses	$ 39,914
Accrued reverse recapitalization costs	$ 6,769
Number of common stock, vote per share \| Vote									1				1		1
Recapitalization exchange ratio				591	591	591	591	591	591
Adjustments to additional paid in capital, reverse recapitalization				$ 142,557	$ 142,557	$ 142,557	$ 142,557	$ 142,557	$ 142,557
Payment of deferred consideration liability for acquisition													$ (409)	$ 0	$ (50)	$ 0
Acquisition and integration expenses paid														$ 76	476
Common stock
Business Acquisition [Line Items]
Sale of stock issued (in shares) \| shares										17,500,000
Preferred stock
Business Acquisition [Line Items]
Sale of stock issued (in shares) \| shares										100,000
Public Warrants
Business Acquisition [Line Items]
Number of securities called by each warrant (in shares) \| shares	1
Derivative Warrant Liability
Business Acquisition [Line Items]
Class of warrant forfeited (in warrants) \| shares				555,791	555,791	555,791	555,791	555,791	555,791
Legacy TOI Earnout Shares
Business Acquisition [Line Items]
Contingent consideration, liability (in shares) \| shares								12,500,000
Oncology Association PA
Business Acquisition [Line Items]
Fair value of total consideration transferred											$ 500
Weighted average useful life											10 years
Raiker
Business Acquisition [Line Items]
Total consideration transferred												$ 1,710
Cash												892
Deferred consideration												$ 818
Number of installments \| installment												2
Tax deductible goodwill													1,454		1,453
Grant
Business Acquisition [Line Items]
Total consideration transferred					$ 1,049
Cash					849
Deferred consideration					200
Number of installments \| installment						2
Tax deductible goodwill													550		550
Weighted average useful life				10 years
Orr
Business Acquisition [Line Items]
Total consideration transferred					1,016
Cash					816
Deferred consideration					$ 200
Number of installments						2	2
Tax deductible goodwill													837		837
Weighted average useful life				10 years
Dave
Business Acquisition [Line Items]
Total consideration transferred			$ 2,750
Cash			2,000
Deferred consideration			$ 750
Number of installments \| installment			3
Tax deductible goodwill													2,645		2,645
Yang
Business Acquisition [Line Items]
Total consideration transferred		$ 7,115
Cash		4,615
Deferred consideration		$ 2,500
Number of installments \| installment		2
Tax deductible goodwill													$ 6,913		$ 6,913
Weighted average useful life		10 years

Business Combinations - Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition (Details) - USD ($) $ in Thousands					12 Months Ended
	Dec. 09, 2021	Nov. 19, 2021	Nov. 12, 2021	Feb. 12, 2021	Dec. 31, 2021	Mar. 31, 2022	Dec. 31, 2020
Estimated fair value of assets acquired and liabilities assumed:
Goodwill					$ 26,626	$ 26,626	$ 14,227
2021 Acquisitions
Business Acquisition [Line Items]
Cash					9,172
Deferred					4,468
Fair value of total consideration transferred					13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash					65
Accounts receivable					581
Inventory					242
Property and equipment, net					67
Clinical contracts					745
Goodwill					12,399
Total assets acquired					14,099
Accounts payable					120
Accrued liabilities					7
Current portion of long term debt					332
Total liabilities assumed					459
Net assets acquired					$ 13,640
Raiker
Business Acquisition [Line Items]
Cash				$ 892
Deferred				818
Fair value of total consideration transferred				1,710
Estimated fair value of assets acquired and liabilities assumed:
Cash				65
Accounts receivable				398
Inventory				62
Property and equipment, net				0
Clinical contracts				0
Goodwill				1,454
Total assets acquired				1,979
Accounts payable				120
Accrued liabilities				0
Current portion of long term debt				149
Total liabilities assumed				269
Net assets acquired				$ 1,710
Grant
Business Acquisition [Line Items]
Cash			$ 849
Deferred			200
Fair value of total consideration transferred			1,049
Estimated fair value of assets acquired and liabilities assumed:
Cash			0
Accounts receivable			0
Inventory			49
Property and equipment, net			0
Clinical contracts			450
Goodwill			550
Total assets acquired			1,049
Accounts payable			0
Accrued liabilities			0
Current portion of long term debt			0
Total liabilities assumed			0
Net assets acquired			1,049
Orr
Business Acquisition [Line Items]
Cash			816
Deferred			200
Fair value of total consideration transferred			1,016
Estimated fair value of assets acquired and liabilities assumed:
Cash			0
Accounts receivable			183
Inventory			16
Property and equipment, net			13
Clinical contracts			150
Goodwill			837
Total assets acquired			1,199
Accounts payable			0
Accrued liabilities			0
Current portion of long term debt			183
Total liabilities assumed			183
Net assets acquired			$ 1,016
Dave
Business Acquisition [Line Items]
Cash		$ 2,000
Deferred		750
Fair value of total consideration transferred		2,750
Estimated fair value of assets acquired and liabilities assumed:
Cash		0
Accounts receivable		0
Inventory		0
Property and equipment, net		35
Clinical contracts		77
Goodwill		2,645
Total assets acquired		2,757
Accounts payable		0
Accrued liabilities		7
Current portion of long term debt		7
Total liabilities assumed		7
Net assets acquired		$ 2,750
Yang
Business Acquisition [Line Items]
Cash	$ 4,615
Deferred	2,500
Fair value of total consideration transferred	7,115
Estimated fair value of assets acquired and liabilities assumed:
Cash	0
Accounts receivable	0
Inventory	115
Property and equipment, net	19
Clinical contracts	68
Goodwill	6,913
Total assets acquired	7,115
Accounts payable	0
Accrued liabilities	0
Current portion of long term debt	0
Total liabilities assumed	0
Net assets acquired	$ 7,115

Variable Interest Entities - Summary of Consolidated Financial Statements of VIEs (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and restricted cash	$ 95,534	$ 115,174	$ 27,412	$ 5,998	$ 2,446
Accounts receivable	24,513	20,007		17,146
Other receivables	1,279	1,237		113
Inventories, net	7,770	6,438		4,354
Prepaid expenses	10,744	11,200		2,109
Total current assets	139,840	154,056		29,720
Property and equipment, net	4,909	4,192		2,104
Other assets	332	320		122
Intangible assets, net	17,572	18,245		19,516
Goodwill	26,626	26,626		14,227
Total assets	206,512	203,439	$ 203,439	65,689
Current liabilities:
Accounts payable	12,596	15,559		12,643
Income taxes payable	132	132		1,144
Accrued expenses and other current liabilities	14,516	13,924		9,452
Current portion of long-term debt	0	183		5,368
Total current liabilities	31,521	29,798		28,607
Other non-current liabilities	3,801	6,900		807
Deferred income taxes liability	551	371		1,613
Total liabilities	74,514	99,280		37,588
Variable Interest Entity
Current assets:
Cash and restricted cash	2,248	1,618		20
Accounts receivable	24,513	20,007		17,146
Other receivables	1,028	935		49
Inventories, net	7,770	6,438		4,354
Prepaid expenses	1,146	781		719
Total current assets	36,705	29,779		22,288
Property and equipment, net	44
Other assets	273	276		201
Intangible assets, net	1,120	1,181		0
Goodwill	11,096	11,096		150
Total assets	49,238	42,332		22,639
Current liabilities:
Accounts payable	11,876	14,204		11,953
Income taxes payable	132	132		0
Accrued expenses and other current liabilities	5,228	5,539		6,039
Current portion of long-term debt		183		2,000
Amounts due to affiliates	76,960	56,312		19,883
Total current liabilities	94,196	76,370		39,875
Other non-current liabilities	1,917	3,203		551
Deferred income taxes liability	16	6		0
Total liabilities	$ 96,129	$ 79,579		$ 40,426

Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Variable Interest Entities
Net income (loss)	$ 19,286	$ (996)	$ (10,927)	$ (14,322)
Variable Interest Entity
Variable Interest Entities
Net income (loss)	19,286	996	(10,927)	(14,322)
Net income (loss) attributable to noncontrolling interest	$ 0	$ 0	$ 0	$ 0

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 26,479	$ 26,479	$ 25,234
Accumulated amortization	(8,907)	(8,234)	(5,718)
Net carrying amount	$ 17,572	$ 18,245	$ 19,516
Payor contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 19,400	$ 19,400	$ 18,900
Accumulated amortization	(6,623)	(6,152)	(4,283)
Net carrying amount	$ 12,777	$ 13,248	$ 14,617
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 4,170	$ 4,170	$ 4,170
Accumulated amortization	(1,451)	(1,350)	(945)
Net carrying amount	$ 2,719	$ 2,820	$ 3,225
Clinical contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	9 years	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 2,909	$ 2,909	$ 2,164
Accumulated amortization	(833)	(732)	(490)
Net carrying amount	$ 2,076	$ 2,177	$ 1,674

Goodwill and Intangible Assets - Aggregate Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Year ending December 31:
2022	$ 2,011	$ 2,684
2023	2,639	2,639
2024	2,639	2,639
2025	2,639	2,639
2026	2,617	2,617
Thereafter	5,027	5,027
Total	$ 17,572	$ 18,245	$ 19,516

Goodwill and Intangible Assets - Aggregate amortization expense - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Total segment amortization	$ 673	$ 612	$ 2,516	$ 2,487

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill	$ 26,626	$ 26,626	$ 14,227
Patient services
Goodwill [Line Items]
Goodwill	21,443	21,443	9,044
Dispensary
Goodwill [Line Items]
Goodwill	4,551	4,551	4,551
Clinical trials & other
Goodwill [Line Items]
Goodwill	$ 632	$ 632	$ 632

Goodwill and Intangible Assets - Changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Gross goodwill		$ 26,626	$ 14,227	$ 14,077
Goodwill acquired during the period	$ 0	12,399	150
Accumulated impairment losses	0	0
Goodwill, net as of March 31 and December 31	$ 26,626	$ 26,626	$ 14,227

Net Income (Loss) Per Share - Basic and Diluted Net Loss Per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income (loss) attributable to TOI	$ 19,286	$ (996)	$ (10,927)	$ (14,322)
Less: Net income attributable to participating securities, basic	3,519	0
Net income (loss) attributable to common stockholders, basic	$ 15,767	$ (996)
Weighted average common shares outstanding, basic (in shares)	73,252,365	62,853,419	66,230,606	59,117,723
Net income (loss) per share attributable to common stockholders, basic (in usd per share)	$ 0.22	$ (0.02)	$ (0.16)	$ (0.24)
Less: Net income attributable to participating securities, diluted	$ 3,405	$ 0
Net income (loss) attributable to common stockholders, diluted	$ 15,881	$ (996)
Weighted average shares outstanding, diluted (in shares)	76,247,966	62,853,419	66,230,606	59,117,723
Net income (loss) per share attributable to common stockholders, diluted (in usd per share)	$ 0.21	$ (0.02)	$ (0.16)	$ (0.24)

Net Income (Loss) Per Share - Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Stock options
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	4,609,124,000	8,706,158,000	6,921,180	8,683,952
RSUs
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	1,991,728,000	1,390,839,000	1,291,492	1,390,839
Earnout Shares
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	1,560,857,000	0	1,602,435	0
Public Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	5,749,986,000	0	5,749,986	0
Private Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	3,177,542,000	0	3,177,542	0

Segment Information - Narrative (Details) - segment	3 Months Ended	12 Months Ended
Segment Information - Narrative (Details) - segment	Mar. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Number of operating segments	3	3
Number of reportable segments	3

Segment Information - Summarized financial information for the Company's segments (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information
Consolidated revenue	$ 55,161	$ 48,580	$ 203,003	$ 187,515
Total segment depreciation expense	314	165	826	691
Total segment amortization	673	612	2,516	2,487
Selling, general and administrative expense	29,806	11,178	83,365	41,898
Non-segment depreciation and amortization	987	777	3,341	3,178
Loss from operations	(18,471)	(1,753)	(45,858)	(8,197)
Operating segments
Segment Reporting Information
Consolidated revenue	55,161	48,580	203,003	187,515
Total segment direct costs	42,839	38,378	162,155	150,636
Total segment depreciation expense	297	156	783	947
Total segment amortization			2,516	2,076
Total segment operating income	11,351	9,433	37,549	33,856
Selling, general and administrative expense			83,365	41,898
Non-segment depreciation and amortization			42	155
Loss from operations	(18,471)	(1,753)	(45,858)	(8,197)
Patient services \| Operating segments
Segment Reporting Information
Consolidated revenue	35,057	29,622	124,074	116,817
Total segment direct costs	27,378	23,086	99,401	95,747
Total segment depreciation expense	250	127	659	940
Total segment amortization	621	560	2,305	1,863
Total segment operating income	6,808	5,849	21,709	18,267
Dispensary \| Operating segments
Segment Reporting Information
Consolidated revenue	18,679	17,618	72,550	63,890
Total segment direct costs	15,324	15,123	62,102	53,907
Total segment depreciation expense			1
Total segment amortization	674	613
Total segment operating income	3,355	2,495	10,447	9,983
Selling, general and administrative expense	29,806	11,178
Clinical trials & other \| Operating segments
Segment Reporting Information
Consolidated revenue	1,425	1,340	6,379	6,808
Total segment direct costs	137	169	652	982
Total segment depreciation expense	47	29	123	7
Total segment amortization	53	53	211	213
Total segment operating income	1,188	1,089	$ 5,393	$ 5,606
Non-segment depreciation and amortization	$ 16	$ 8

Segment Information - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Segment Reporting Information
Total assets	$ 206,512	$ 203,439	$ 203,439	$ 65,689
Non-segment assets
Segment Reporting Information
Total assets	139,537	140,435	140,435	19,437
Patient services \| Operating segments
Segment Reporting Information
Total assets	47,086	44,223	44,223	36,446
Dispensary \| Operating segments
Segment Reporting Information
Total assets	6,172	4,277	4,277	4,319
Clinical trials & other \| Operating segments
Segment Reporting Information
Total assets	$ 13,717	$ 14,504	$ 14,504	$ 5,487

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Related Party Transactions
Total related party payments	$ 156	$ 41
American Institute of Research
Related Party Transactions
Total related party payments	40	24
Karen M Johnson
Related Party Transactions
Total related party payments	19
Richard Barasch
Related Party Transactions
Total related party payments	5
Anne M. McGeorge
Related Party Transactions
Total related party payments	19
Mohit Kaushal
Related Party Transactions
Total related party payments	19
Ravi Sarin
Related Party Transactions
Total related party payments	19
Maeve O'Meara Duke
Related Party Transactions
Total related party payments	19
Richy Agajanian MD
Related Party Transactions
Total related party payments	$ 16	4
Veeral Desai
Related Party Transactions
Total related party payments		$ 13

Subsequent Events (Details) - Perkins Practice Acquisition - Subsequent Events $ in Thousands		12 Months Ended
	Apr. 29, 2022 USD ($) installment	Dec. 31, 2022 USD ($)
Subsequent Events
Number Of Installments \| installment	2
Forecast
Subsequent Events
Fair value of total consideration transferred		$ 10,400
Consideration paid in cash at closing	$ 8,400

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash (includes restricted cash of $875 and $875 as of March 31, 2022 and December 31, 2021)	$ 95,534	$ 115,174	$ 27,412	$ 5,998	$ 2,446
Accounts receivable	24,513	20,007		17,146
Other receivables	1,279	1,237		113
Inventories, net	7,770	6,438		4,354
Prepaid expenses	10,744	11,200		2,109
Total current assets	139,840	154,056		29,720
Property and equipment, net	4,909	4,192		2,104
Intangible assets, net	17,572	18,245		19,516
Goodwill	26,626	26,626		14,227
Other assets	332	320		122
Total assets	206,512	203,439	203,439	65,689
Current portion of long-term debt
Current portion of long-term debt	0	183		5,368
Accounts payable	12,596	15,559		12,643
Income taxes payable	132	132		1,144
Accrued expenses and other current liabilities	14,516	13,924		9,452
Total current liabilities	31,521	29,798		28,607
Derivative warrant liabilities	3,654	2,193
Derivative earnout liabilities	20,578	60,018
Long-term debt, net of unamortized debt issuance costs and current portion		0		6,561
Other non-current liabilities	3,801	6,900		807
Deferred income taxes liability	551	371		1,613
Total liabilities	74,514	99,280		37,588
Commitments and contingencies (Note 15)
Stockholders' deficit:
TOI Common shares, $0.0001 par value, Authorized 500,000,000 shares; 73,249,042 shares issued and outstanding at December 31, 2021	7	7		6
TOI Convertible Series A Common Equivalent Preferred Shares, $0.0001 par value. Authorized 10,000,000 shares; 163,510 shares issued and outstanding at December 31, 2021	0	0		0
Additional paid-in capital	175,939	167,386		80,402
Accumulated deficit	(43,948)	(63,234)		(52,307)
Total stockholders' equity	131,998	104,159	$ 47,146	28,101	$ (5,921)
Total liabilities, cumulative preferred shares and stockholders' equity	$ 206,512	$ 203,439		$ 65,689

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Nov. 06, 2020	Sep. 10, 2018
Restricted cash	$ 875	$ 875		$ 0
Common shares, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000			400,000	20,000
Common stock, shares issued (in shares)	73,276,230	73,249,042
Common stock, shares outstanding (in shares)	73,276,230	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, outstanding (in shares)	163,510	163,510		0
Preferred stock, shares issued (in shares)	163,510	163,510		0
Total assets	$ 206,512	$ 203,439	$ 203,439	$ 65,689
Total liabilities	74,514	99,280		37,588
Variable interest entity
Total assets	49,238	42,332		22,639
Total liabilities	$ 96,129	$ 79,579		$ 40,426

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenue
Total operating revenue	$ 55,161	$ 48,580	$ 203,003	$ 187,515
Operating expenses
Selling, general and administrative expense	29,806	11,178	83,365	41,898
Depreciation and amortization	987	777	3,341	3,178
Total operating expenses	73,632	50,333	248,861	195,712
Loss from operations	(18,471)	(1,753)	(45,858)	(8,197)
Other non-operating expense (income)
Interest expense	74	101	320	347
Increase in fair value of liability classified warrants	1,461	0	(3,686)	0
Change in fair value of earnout liabilities	(39,440)	0	(24,891)	0
Gain on debt extinguishment	(183)	0	(4,957)	0
Other, net	151	(1,076)	(1,046)	6,271
Total other non-operating income	(37,937)	(975)	(34,260)	6,618
Income before provision for income (loss) taxes	19,466	(778)	(11,598)	(14,815)
Income tax benefit	(180)	(218)	671	493
Net income (loss)	$ 19,286	$ (996)	$ (10,927)	$ (14,322)
Loss per share attributable to The Oncology Institute, Inc.:
Basic (in usd per share)	$ 0.22	$ (0.02)	$ (0.16)	$ (0.24)
Diluted (in usd per share)	$ 0.21	$ (0.02)	$ (0.16)	$ (0.24)
Weighted-average number of shares outstanding:
Basic (in shares)	73,252,365	62,853,419	66,230,606	59,117,723
Diluted (in shares)	76,247,966	62,853,419	66,230,606	59,117,723
Patient services
Revenue
Total operating revenue	$ 35,057	$ 29,622	$ 124,074	$ 116,817
Operating expenses
Direct costs	27,378	23,086	99,401	95,747
Dispensary
Revenue
Total operating revenue	18,679	17,618	72,550	63,890
Operating expenses
Direct costs	15,324	15,123	62,102	53,907
Clinical trials & other
Revenue
Total operating revenue	1,425	1,340	6,379	6,808
Operating expenses
Direct costs	$ 137	$ 169	$ 652	$ 982

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)	Preferred stock Previously Reported Legacy TOI Preferred Stock USD ($) shares	Preferred stock Previously Reported USD ($) shares	Preferred stock Revision of Prior Period, Adjustment Legacy TOI Preferred Stock USD ($) shares	Preferred stock Revision of Prior Period, Adjustment USD ($) shares	Preferred stock Legacy TOI Preferred Stock USD ($) shares	Preferred stock Legacy TOI Preferred Stock USN ($) shares	Preferred stock USD ($) shares	Preferred stock USN ($) shares	Common stock Previously Reported Legacy TOI Common Stock USD ($) shares	Common stock Previously Reported USD ($) shares	Common stock Revision of Prior Period, Adjustment Legacy TOI Common Stock USD ($) shares	Common stock Revision of Prior Period, Adjustment USD ($) shares	Common stock Legacy TOI Common Stock USD ($) shares	Common stock Legacy TOI Common Stock USN ($) shares	Common stock USD ($) shares	Common stock USN ($) shares	Additional paid in capital Previously Reported USD ($)	Additional paid in capital Revision of Prior Period, Adjustment USD ($)	Additional paid in capital USD ($)	Retained Earnings/ (Accumulated Deficit) Previously Reported USD ($)	Retained Earnings/ (Accumulated Deficit) Revision of Prior Period, Adjustment USD ($)	Retained Earnings/ (Accumulated Deficit) USD ($)	Previously Reported USD ($)	Revision of Prior Period, Adjustment USD ($)	USD ($)
Balance at beginning (in shares) at Dec. 31, 2019 \| shares	(11,451)	0	0	0					(100)	59,101,090	0	59,101,090
Balance at beginning at Dec. 31, 2019	$ (100,114,000)	$ 0	$ 0	$ 0	$ 100,114,000	$ 11,451	$ 0	$ 0	$ 0	$ 6,000	$ 0	$ 6,000	$ 0	$ 100	$ 0	$ 0	$ 48,137,000	$ 48,231,000	$ 94,000	$ 0	$ (6,015,000)	$ (6,015,000)	$ 48,143,000	$ 42,222,000	$ (5,921,000)
Changes in Stockholders' Equity
Net income (loss)					$ 0		$ 0						$ 0		$ 0				0			(14,322,000)			(14,322,000)
Exercise of Legacy TOI common share options (in shares) \| shares					0	0	0	0					0	0	0	0
Exercise of Legacy TOI common share options					$ 0	$ 0	$ 0	$ 0					$ 0	$ 0	$ 0	$ 59,102			50,000			0			50,000
Deemed dividend on extinguishment of Legacy TOI preferred stock re-issuance					0		0						0		0				31,970,000			(31,970,000)			0
Share-based compensation expense					$ 0	$ 0	$ 0	$ 0					$ 0	$ 0	$ 0	$ 0			(151,000)			0			(151,000)
Balance at ending (in shares) at Dec. 31, 2020 \| shares	11,451	0	(11,451)		0	0	0	0	0	0		59,160,192	0	0	59,160,192	59,160,192
Balance at ending at Dec. 31, 2020	$ 100,000	$ 0	$ (100,000)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 6,000	$ 0	$ 0	$ 6,000	$ 59,160,192	294,000	80,108,000	80,402,000	(52,307,000)		(52,307,000)	(52,013,000)	80,114,000	28,101,000
Changes in Stockholders' Equity
Net income (loss)																						(996,000)			(996,000)
Exercise of Legacy TOI common share options															$ 1,000	$ 6,861,637			19,998,000						19,999,000
Share-based compensation expense																			42,000						42,000
Balance at ending (in shares) at Mar. 31, 2021 \| shares					0	0	0	0					0	0	66,021,829	66,021,829
Balance at ending at Mar. 31, 2021					$ 0		$ 0						$ 0		$ 7,000				100,442,000			(53,303,000)			47,146,000
Balance at beginning (in shares) at Dec. 31, 2020 \| shares	11,451	0	(11,451)		0	0	0	0	0	0		59,160,192	0	0	59,160,192	59,160,192
Balance at beginning at Dec. 31, 2020	$ 100,000	$ 0	$ (100,000)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 6,000	$ 0	$ 0	$ 6,000	$ 59,160,192	$ 294,000	$ 80,108,000	80,402,000	$ (52,307,000)		(52,307,000)	$ (52,013,000)	$ 80,114,000	28,101,000
Changes in Stockholders' Equity
Net income (loss)					$ 0	$ 0	$ 0	$ 0					$ 0	$ 0	$ 0	$ 0			0			(10,927,000)			(10,927,000)
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued (in shares) \| shares					0	0	163,510	163,510					0	0	0	0
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued					$ 0	$ 0	$ 0	$ 0					$ 0	$ 0	$ 1,000	$ 14,088,850			46,098,000			0			46,099,000
Preferred stock issued in connection with the Closing of the Business Combination (in shares) \| shares					0	0	0	0					0	0	0	0
Preferred stock issued in connection with the Closing of the Business Combination					$ 0		$ 0						$ 0		$ 0				16,351,000			0			16,351,000
Share-based compensation expense					0		$ 0						0		$ 0				24,535,000			0			24,535,000
Balance at ending (in shares) at Dec. 31, 2021 \| shares							163,510	163,510							73,249,042	73,249,042
Balance at ending at Dec. 31, 2021					$ 0	$ 0	$ 0	$ 163,510					$ 0	$ 0	$ 7,000	$ 73,249,042			167,386,000			(63,234,000)			104,159,000
Changes in Stockholders' Equity
Net income (loss)																						19,286,000			19,286,000
Share-based compensation expense																			8,553,000						8,553,000
Balance at ending (in shares) at Mar. 31, 2022 \| shares							163,510	163,510							73,276,230	73,276,230
Balance at ending at Mar. 31, 2022															$ 7,000				$ 175,939,000			$ (43,948,000)			$ 131,998,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ (10,927)	$ (14,322)
Adjustments to reconcile net loss to cash (used) provided by operating activities:
Depreciation and amortization	3,341	3,178
Amortization of debt issuance costs	53	60
Impairment loss	0	7,500
Share-based compensation	24,535	151
Increase in fair value of liability classified warrants	(3,686)	0
Change in fair value of earnout liabilities	(24,891)	0
Deferred taxes	(1,242)	(1,344)
Gain on debt extinguishment	(4,957)	0
Bad debt recovery, net	(417)	4,233
Loss on disposal of property and equipment	0	60
Changes in operating assets and liabilities:
Accounts receivable	(2,195)	(6,763)
Inventories	(1,842)	(465)
Other receivables	(792)	5
Prepaid expenses	(9,091)	(1,386)
Other assets	(198)	(25)
Accrued expenses and other current liabilities	(3,084)	5,210
Income taxes payable	(1,012)	655
Accounts payable	2,916	3,758
Other non-current liabilities	809	3
Net cash and restricted cash (used in) provided by operating activities	(32,680)	508
Cash flows from investing activities:
Purchases of property and equipment	(2,847)	(1,194)
Purchases of intangible asset in practice acquisitions	(200)	0
Cash paid for practice acquisitions, net	(9,107)	(150)
Issuance of notes receivable	0	(7,500)
Net cash and restricted cash used in investing activities	(12,154)	(8,844)
Cash flows from financing activities:
Proceeds from recapitalization transaction, exclusive of transaction costs	333,946	0
Transaction costs related to the recapitalization transaction	(33,145)	0
Payments as a result of recapitalization transaction	(167,510)	0
Proceeds from issuance of long-term debt, net	0	12,493
Proceeds from financing of insurance payments	8,429	0
Payments made for financing of insurance payments	(409)	0
Payment of deferred consideration liability for acquisition	(50)	0
Principal payments on long-term debt	(7,219)	(281)
Principal payments on capital leases	(32)	(31)
Deferred offering costs	0	(343)
Exercise of common share options	0	50
Issuance of Legacy TOI preferred stock	20,000	0
Net cash and restricted cash (used in) provided by financing activities	154,010	11,888
Net (decrease) increase in cash and restricted cash	109,176	3,552
Cash and restricted cash at beginning of period	5,998	2,446
Cash and restricted cash at end of period	115,174	5,998
Supplemental disclosure of noncash investing and financing activities:
Reclassification of public warrant derivative liability related to the recapitalization transaction into equity	10,580	0
Fair value of net assets acquired as part of practice acquisitions, less cash	1,175	0
Deferred consideration as part of practice acquisitions	4,468	0
Supplemental disclosure of cash flow information:
Interest and principal forgiven from Paycheck Protection Program loans	4,957	0
Cash paid for:
Income taxes	1,727	207
Interest	$ 275	$ 227

Description of the Business

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

Note 1. Description of the Business

Overview of the Business

Note 1. Description of the Business

Overview of the Business

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

Principles of Consolidation

Variable Interest Entities

Business Combinations

Segment Reporting

Use of Estimates

Net Income (Loss) Per Share

Emerging Growth Company

Recently Adopted Accounting Standards

Leases

Other

Recently Issued Accounting Standards

Note 2. 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

Variable Interest Entities

Business Combinations

The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFP, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of TOI Parent.

Segment Reporting

Use of Estimates

Net Loss Per Share

Combination. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period.

As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Revenue Recognition

Identification of the contract, or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of the transaction price.

Allocation of the transaction price to the performance obligations in the contract.

Recognition of revenue when, or as, an entity satisfies a performance obligation.

Capitation

Fee-for-Service Revenue

Dispensary

Clinical Trials Revenue

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

Cash and Restricted Cash

Accounts Receivable

Inventories

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

Accounts Payable, Accrued Expenses, and Other Current Liabilities

Leases

Goodwill and 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.

Debt

Public Warrants and Private Placement Warrants

Earnout Liability

Collectively, the Legacy TOI Earnout Shares and DFPH Earnout Shares constitute the “Earnout Shares”, the “Earnout”, and the “Earnout Liability”.

Income Taxes

Retirement Plans

Share-Based Compensation Plan

Commitments and Contingencies

Fair Value Measurements

●	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.

Emerging Growth Company

Recently Adopted Accounting Standards

transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

Recently Issued Accounting Standards

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

Significant Risks and Uncertainties Including Business and Credit Concentrations

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Risks and Uncertainties [Abstract]

Significant Risks and Uncertainties Including Business and Credit Concentrations

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Net Revenue:
Payor A	16	%	17	%
Payor B	17	%	13	%

The concentration of gross receivables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Receivables:
Payor B	21	%	19	%
Payor C	13	%	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 three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Cost of Sales:
Vendor A	51	%	48	%
Vendor B	47	%	50	%

The concentration of gross payables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Payables:
Vendor B	55	%	47	%
Vendor A	28	%	39	%
All others	17	%	14	%

COVID-19 Pandemic

Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Net Revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Receivables:
Payor B	19	%	11	%
Payor C	14	%	21	%

All of the Company’s revenue is generated from Customers located in the United States.

Vendor Concentration Risk

The concentration of cost of sales on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Cost of Sales:
Vendor A	50	%	55	%
Vendor B	48	%	45	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Payables:
Vendor B	47	%	48	%
Vendor A	39	%	42	%
All others	14	%	10	%

COVID-19 Pandemic

In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus (“COVID-19”). In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have affected the Company’s results of operations during 2021. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2021 and 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178,000,000 in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provides for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee- for-service payments. Various other state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act. During the year ended December 31, 2021 and 2020, the Company was a beneficiary of these stimulus measures. The Company’s accounting policies for the recognition of these stimulus monies is as follows.

The Company received $2,727 from CMS under the Accelerated and Advance Payment Program which is an advance on future Medicare payments and will be recouped from future payments due to the Company by Medicare after 120 days. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped against Medicare payments according to the repayment terms. As of December 31, 2021 and 2020, the Medicare accelerated payments are reflected within accrued expenses and other current liabilities in the consolidated balance sheets. The Company expects the $2,727 will be fully recouped during 2022.

The Company received funding from United States Department of HHS as part of the Provider Relief Funding under the CARES Act. Provider Relief Funding is paid in the form of a grant and does not require repayment if used to cover lost revenue, as defined, attributable to COVID-19 and healthcare-related expenses, as defined, including qualifying direct labor, paid or purchased to prevent, prepare for, and respond to COVID-19. Under International Accounting Standard No. 20, Accounting for Government Grants (“IAS 20”), grants are recognized when an entity has reasonable assurance that 1) it will comply with the relevant conditions and 2) the grant will be received. The Company recognized the $1,023 and $978 in other income related to the HHS funding in the years ended December 31, 2021 and 2020 by applying IAS 20 by analogy.

Accounts Receivable and Notes Receivable

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Receivables [Abstract]

Accounts Receivable and Notes Receivable

Note 4. Accounts Receivable and Notes Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable.

Accounts Receivable as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Oral drug accounts receivable	$	2,535	$	2,097
Capitated accounts receivable		721		665
FFS accounts receivable		15,518		12,530
Clinical trials accounts receivable		1,849		1,823
Other trade receivables		3,890		2,892
Total	$	24,513	$	20,007

Note 4. Accounts Receivable and Notes Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable.

Accounts Receivable as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug accounts receivable	$	2,097	$	2,308
Capitated accounts receivable		665		353
FFS accounts receivable		12,530		10,962
Clinical trials accounts receivable		1,823		1,719
Other trade receivables		2,892		1,804
Total	$	20,007	$	17,146

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

Note 5. Revenue

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:


	Three Months Ended March 31,
(in thousands)	2022		2021
Patient services
Capitated revenue	$	14,516	$	12,330
FFS revenue		20,541		17,292
Subtotal		35,057		29,622
Dispensary revenue		18,679		17,618
Clinical research trials and other revenue		1,425		1,340
Total	$	55,161	$	48,580

Refer to Note 20 for Segment Reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Remaining Unsatisfied Performance Obligations

Note 5. Revenue

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:


	Year Ended December 31,
(in thousands)	2021		2020
Patient services
Capitated revenue	$	54,285	$	37,381
FFS revenue		69,789		79,436
Subtotal	$	124,074	$	116,817
Dispensary revenue		72,550		63,890
Clinical research trials and other revenue		6,379		6,808
Total	$	203,003	$	187,515

Refer to Note 20 for Segment Reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Under ASC 606, contract assets represent rights to payment for performance contingent on something other than the passage of time and accounts receivable are rights to payment for performance without contingencies. The Company does not have any contract assets as of December 31, 2021 and 2020. Refer to Note 4 for accounts receivable as of December 31, 2021 and 2020.

Remaining Unsatisfied Performance Obligations

- Definition

+ References

+ Details

Inventories

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Note 6. Inventories

The Company’s inventories as of March 31, 2022 and December 31, 2021 were as follows:


(in thousands)	March 31, 2022		December 31, 2021
Oral drug inventory	$	2,787	$	1,484
IV drug inventory		4,983		4,954
Total	$	7,770	$	6,438

Note 6. Inventories

The Company’s inventories as of December 31, 2021 and 2020 were as follows:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug inventory	$	1,484	$	1,414
IV drug inventory		4,954		2,940
Total	$	6,438	$	4,354

Fair Value Measurements and Hierarchy

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements and Hierarchy

Note 7. Fair Value Measurements and Hierarchy

See Note 2 for a summary of the Company’s policies relating to fair value measurements.

The following table presents the carrying amounts of the Company’s financial instruments at March 31, 2022 and December 31, 2021:


	March 31,		December 31,
(in thousands)	2022		2021
Financial assets:
Cash and restricted cash	$	95,534	$	115,174
Accounts receivable		24,513		20,007
Other receivables		1,279		1,237
Financial liabilities:
Accounts payable	$	12,596	$	15,559
Derivative warrant liabilities		3,654		2,193
Earnout liabilities		20,578		60,018

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at March 31, 2022:


	Derivative
	Warrant		Earnout
(in thousands)	Liability		Liability
Balance at December 31, 2021	$	2,193	$	60,018
Change in fair value included in other expense		1,461		(39,440)
Balance at March 31, 2022	$	3,654	$	20,578


	March 31, 2022									December 31, 2021
	Derivative						Second			Derivative						Second
	Warrant			First Tranche			Tranche			Warrant			First Tranche			Tranche
	Liability			Earnout			Earnout			Liability			Earnout			Earnout
Unit price	$	7.13		$	7.13		$	7.13		$	9.75		$	9.75		$	9.75
Term (in years)		4.62			1.27			1.75			4.87			1.87			2.87
Volatility		36.10	%		35.00	%		35.00	%		12.80	%		35.00	%		35.00	%
Risk-free rate		2.41	%		2.38	%		2.38	%		1.24	%		0.94	%		0.94	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			13.20	%		13.20	%		—			11.14	%		11.14	%

There were no transfers between fair value measurement levels during the three months ended March 31, 2022 and 2021.

Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs

Note 7. Fair Value Measurements and Hierarchy

See Note 2 for a summary of the Company’s policies relating to fair value measurements.

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020:


(in thousands)	December 31, 2021		December 31, 2020
Financial assets:
Cash and restricted cash	$	115,174	$	5,998
Accounts receivable		20,007		17,146
Other receivables		1,237		113
Financial liabilities:
Accounts payable	$	15,559	$	12,643
Derivative warrant liabilities		2,193		—
Earnout liabilities		60,018		—

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at December 31, 2021:


(in thousands)	Derivative Warrant Liability		Earnout Liability
Balance at December 31, 2020	$	—	$	—
Private placement warrant liability acquired as part of the Business Combination		5,879		—
Earnout liability acquired as part of the Business Combination		—		84,909
Decrease in fair value included in other expense		(3,686)		(24,891)
Balance at December 31, 2021	$	2,193	$	60,018

	December 31, 2021									November 12, 2021 (Initial Measurement)
	Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout			Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout
Unit price	$	9.75		$	9.75		$	9.75		$	10.98		$	10.98		$	10.98
Term (in years)		4.87			1.87			2.87			5.00			2.00			3.00
Volatility		12.80	%		35.00	%		35.00	%		19.00	%		35.00	%		35.00	%
Risk-free rate		1.24	%		0.94	%		0.94	%		1.24	%		0.85	%		0.85	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			11.14	%		11.14	%		—			10.80	%		10.80	%

Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs

- Definition

+ References + Details

Property and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 8. 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:


		March 31,		December 31,
(in thousands)	Useful lives	2022			2021
Computers and software	60 months	$	1,144	$	961
Office furniture	80 months		378		343
Leasehold improvements	Shorter of lease term or estimated useful life		4,168		3,387
Medical equipment	60 months		885		805
Construction in progress			423		518
Finance lease ROU assets	Shorter of lease term or estimated useful life		205		162
Less: accumulated depreciation			(2,294)		(1,984)
Total property and equipment, net		$	4,909	$	4,192

Depreciation expense for the three months ended March 31, 2022 and 2021 was $314 and $165, respectively.

Note 8. Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation. See Note 2 for a summary of the Company’s policies relating to property and equipment.

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	December 31, 2021		December 31, 2020
Computers and software	60 months	$	961	$	423
Office furniture	80 months		343		271
Leasehold improvements	Shorter of lease term or estimated useful life		3,387		1,685
Medical equipment	60 months		805		515
Construction in progress			518		205
Equipment capital lease assets	Shorter of lease term or estimated useful life		162		163
Less: accumulated depreciation			(1,984)		(1,158)
Total property and equipment, net		$	4,192	$	2,104

Depreciation expense for the years ended December 31, 2021 and 2020 was $826 and $691, respectively.

Accrued Expenses and Other Current and Non-Current Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current and Non-Current Liabilities

Note 9. Accrued Expenses and Other Current and Non-Current Liabilities

Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Compensation, including bonuses, fringe benefits, and payroll taxes	$	4,186	$	3,325
Contract liabilities and refund liabilities		220		592
Directors and officers insurance premiums		5,057		5,009
Deferred acquisition consideration (see Note 16)		2,050		2,359
Other liabilities		3,003		2,639
Total accrued expenses and other current liabilities	$	14,516	$	13,924

Refund liabilities as of March 31, 2022 and December 31, 2021 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Note 9. Accrued Expenses and Other Current and Non-Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,325	$	4,210
Deferred revenue and refund liabilities		592		3,379
Directors and officers insurance premiums		5,009		—
Deferred acquisition consideration (see Note 16)		2,359		50
Other liabilities		2,639		1,813
Total accrued expenses and other current liabilities	$	13,924	$	9,452

Refund liabilities as of December 31, 2021 and 2020 primarily consist of cumulative adjustments made to capitated and FFS revenue recognized in prior years.

Pursuant to the Business Combination, the Company has agreed to indemnify members of the Board and certain officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. The Company entered into a financing arrangement to pay premiums for directors’ and officers’ (“D&O”) insurance coverage to protect against such losses on November 12, 2021. As of December 31, 2021, the remaining D&O principal balance was $8,020, of which $3,011 is due to be paid in 2023 and classified as an other non-current liability. Additionally, the Company includes $2,109 of deferred consideration (see Note 16 for details) in other non-current liabilities to reflect when the deferred consideration will be paid.

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

Note 10. Leases

The Company leases clinics, office buildings, and certain equipment under noncancellable capital and operating lease agreements that expire at various dates through November 2031. See Note 2 for a summary of the Company’s policies relating to leases and Note 15 for the lease commitment disclosure.

Monthly payments for these leases range from $1 to $36. All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are variable amounts based on actual costs incurred during each applicable period. The Company had total lease expense of $4,281 and $3,680 at December 31, 2021 and 2020.

The following summarizes the Company’s capital leases:


(in thousands)	December 31, 2021		December 31, 2020
Capital leases:
Machinery and equipment	$	162	$	163
Accumulated amortization		(69)		(38)
Property, plant, and equipment, net	$	93	$	125
Current installments of obligations under capital leases		33		31
Long-term portion of obligations under capital leases		63		97
Total capital lease obligations	$	96	$	128

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

Note 11. Debt

Short-term debt and current portion of long-term debt at December 31, 2021 and 2020 consists of the following:


(in thousands)	December 31, 2021		December 31, 2020
1% Paycheck Protection Program Loan, due May 13, 2022	$	—	$	2,000
1% Small Business Administration Loan, due May 2, 2022		—		2,993
1% Paycheck Protection Program Loan, due October 24, 2026		183		—
Current portion of term loan payable		—		375
Short-term debt and current portion of long-term debt	$	183	$	5,368


(in thousands)	December 31, 2021		December 31, 2020
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	—	$	7,219
Less:
Unamortized debt issuance costs		—		283
Current portion of term loan payable, net of debt issuance costs		—		375
Long-term debt, net of unamortized debt issuance costs and current portion	$	—	$	6,561

On May 2, 2020, the Company entered into a SBA loan with MUFG Union Bank, N.A. in the amount of $2,993, with interest bearing at 1%. The maturity date of the loan is May 2, 2022.

The Company paid interest of $224 and $227 on the Credit Agreement term loan for the year ended December 31, 2021 and 2020.

- Definition

+ References

+ Details

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. Income Taxes

The components of the provision (benefit) for income taxes consists of:


(in thousands)	Current		Deferred		Total
Year ended December 31, 2021:
U.S. federal	$	(180)	$	(904)	$	(1,084)
State and local		750		(338)		413
	$	570	$	(1,242)	$	(671)


(in thousands)	Current		Deferred		Total
Year ended December 31, 2020:
U.S. federal	$	882	$	(919)	$	(97)
State and local		29		(425)		(396)
	$	851	$	(1,344)	$	(493)


	Year Ended December 31,
(in thousands)	2021		2020
Income tax at federal statutory rate	$	(2,436)	$	(3,111)
State tax, net federal benefit		(241)		(982)
Meals and entertainment		11		—
Transaction costs		349		—
Fines and penalties		28		—
Stock based compensation		(122)		—
Warrant expense		(774)		—
Earnout expense		(5,227)		—
PPP loan forgiveness		(1,058)		—
162(m) Analysis		1,717		—
Change in valuation allowance		6,941		3,597
Other		141		3
Income tax (benefit) expense	$	(671)	$	(493)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below.


(in thousands)	December 31, 2021		December 31, 2020
Deferred tax assets:
Deferred rent	$	173	$	108
Accrued Expenses		606		770
Net operating loss carryforwards		12,686		2,529
Management fees (the Practice)		—		1,828
Impaired assets		1,751		2,086
Deferred revenue		77		182
Stock based compensation		1,088		69
Total gross deferred tax assets		16,381		7,572
Valuation allowance		(14,719)		(5,451)
Net deferred tax assets		1,662		2,121
Deferred tax liabilities:
Property, plant, and equipment		(706)		(331)
Intangibles		(1,327)		(1,575)
Management Fees (TOI)		—		(1,828)
Total gross deferred liabilities		(2,033)		(3,734)
Net deferred tax liabilities	$	(371)	$	(1,613)

A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2021 and 2020 is as follows:


(in thousands)	December 31, 2021		December 31, 2020
Beginning balance of unrecognized tax benefits	$	1,903	$	1,903
Additions based on tax positions related to the current year		—		—
Reductions based on tax positions of prior years		(1,804)		—
Reductions due to lapse of applicable statute of limitation		—		—
Settlements		—		—
Ending balance of unrecognized tax benefits	$	99	$	1,903

The Company is subject to taxation in the U.S., California, and Arizona. As of December 31, 2021, the statute of limitations remains open for tax year 2018 – current.

- Definition

+ References

+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 13. Stockholders’ Equity

Common Stock

Voting

Dividends

Common stockholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared as of December 31, 2021.

Preferred Stock

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

Voting

The holders of preferred stock do not have voting rights in the Company.

Dividends

Assumed Public Warrants and Private Placement Warrants

Legacy TOI Common Shares and Series A Preferred Shares

The assumptions used in the OPM and CSE models are provided in the following tables:


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value (in thousands)	$	82,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%


Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value (in thousands)	$	82,000
Value per common stock equivalent	$	562.06

- Definition

+ References

+ Details

Share-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

Conversion of the Stock Options

At March 31, 2022 the total number of common shares for which Stock Options may be granted under the 2021 Plan shall not exceed 5,318,054.


	2022	2021
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00%	38.60% to 40.20%
Risk-free interest rate	2.33% to 2.44%	0.76% to 1.12%
Expected term (years)	6.07 to 6.65	7.00

Stock option activity during the periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2022	6,921,180	$	0.88
Granted	1,385,108		7.09
Exercised/Cashed-Out	—		—
Forfeited	(190,621)		1.23
Expired	(526)
Balance at March 31, 2022	8,115,141	$	1.94	8.87	$	42,151
Vested Options Exercisable at March 31, 2022	1,858,885	$	0.86	7.58	$	11,662


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	407,903		0.86
Exercised	—		—
Forfeited	(385,697)		0.86
Expired	—		—
Balance at March 31, 2021	8,706,158	$	0.85	8.73	$	80
Vested Options Exercisable at March 31, 2021	1,014,914	$	0.85	8.15	$	—

Total share-based compensation expense during the three months ended March 31, 2022 and 2021 was $3,255 and $42, related to the Stock Options, respectively.

Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)

Conversion of the RSAs

A summary of the activity for the RSUs and RSAs for the three months ended March 31, 2022 and 2021, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2022		1,291,492
Granted		727,424
Vested		(27,188)
Forfeited		—
Balance at March 31, 2022		1,991,728


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Vested		—
Forfeited		—
Balance at March 31, 2021		1,390,839

2020 Sale Bonus Plan

In conjunction with the Business Combination, the Company settled the 2020 Sale Bonus Plan obligation in cash at the Closing Date, in the amount of $635.

Earnout Shares granted to Employees

Collectively, the Legacy TOI Earnout Shares and DFPH Earnout Shares constitute the “Earnout Shares”, the “Earnout”, and the “Earnout Liability”.


	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 three months ended March 31, 2022 is shown in the following table:


	Number of shares
Balance at January 1, 2022	$	1,602,435
Granted		—
Forfeited		(41,578)
Balance at March 31, 2022	$	1,560,857

The total share-based compensation expense during the three months ended March 31, 2022 was $3,807.

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

Conversion of the Stock Options

In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”). Pursuant to the 2021 Plan, each remaining legacy Stock Option from the 2019 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy TOI stockholders subject to such Stock Option immediately prior to the Business Combination, and (ii) the at an exercise price per share equal to (A) the exercise price per share of such Stock Option immediately prior to the consummation of the Business Combination, divided by (B) the Common Stock Exchange Ratio (“Stock Option Exchange Ratio”). Following the Business Combination, each Exchanged Option that was previously subject to time vesting only, will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former old Stock Option immediately prior to the consummation of the Business Combination. Each Exchanged Option that was previously subject to performance vesting, will no longer be subject to the sale of the Company, and was modified to include service requirements only, under which, the Exchange Options will vest on a monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the Business Combination through the third anniversary of the Closing Date. The Company treated the Exchanged Options that were previously subject to performance conditions as a new award granted at the Closing Date. The Exchanged Options that were previously subject to service vesting only were not modified as a result of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options.

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 and 2020 Stock Options are provided in the following table:


	2021	2020
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00% to 40.20%	35.00% to 40.20%
Risk-free interest rate	0.76% to 1.30%	0.51% to 2.62%
Expected term (years)	7	7

Stock option activity during the periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	1,182,218		1.08
Exercised/Cashed-Out	(2,175,986)		0.87
Forfeited	(769,004)		0.87
Expired	—		—
Balance at December 31, 2021	6,921,180	$	0.88	8.92	$	61,379
Vested Options Exercisable at December 31, 2021	1,821,909	$	0.87	7.78	$	16,185


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2020	5,823,369	$	0.85
Granted	4,190,067		0.86
Exercised	(58,439)		0.85
Forfeited	(1,271,045)		0.85
Expired	—		—
Balance at December 31, 2020	8,683,952	$	0.85	8.94	$	—
Vested Options Exercisable at December 31, 2020	742,174	$	0.85	8.25	$	—

Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)

Agajanian Holdings (“Holdings”), a holder of Series A Preferred Shares of Legacy TOI, entered into arrangements with physicians employed by the TOI PCs to issue RSAs which represented Series A Preferred Shares of Legacy TOI. The Legacy TOI RSAs only had performance vesting requirements linked to the sale of the Company so long as the optionee remained continuously and actively employed by Legacy TOI’s subsidiaries through the vesting date.

Conversion of the RSAs

The grant date fair value of the RSUs as of Closing Date was determined to be $10.98 based on the fair value of the Company’s common shares at that date.

A summary of the activity for the RSUs and RSAs for the years ended December 31, 2021 and 2020, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Forfeited		(99,347)
Balance at December 31, 2021		1,291,492


		Number of shares
Balance at January 1, 2020		543,475
Granted		1,098,651
Forfeited		(251,287)
Balance at December 31, 2020		1,390,839

2020 Sale Bonus Plan

In conjunction with the Business Combination, the Company settled the 2020 Sale Bonus Plan obligation in cash at the Closing Date, in the amount of $635.

Earnout Shares granted to Employees


	November 12, 2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	35.00	%
Risk-free interest rate	0.85	%

A summary of the activity for the Employees Earnout Shares for the years ended December 31, 2021 is shown in the following table:


	Number of shares
Balance at January 1, 2021	$	—
Granted		1,603,322
Forfeited		(887)
Balance at December 31, 2021	$	1,602,435

The total share-based compensation expense during the period between the Closing Date and December 31, 2021 was $2,166.

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15. Commitments and Contingencies

Legal Matters

Indemnities

The Health Insurance Portability and Accountability Act

Regulatory Matters

Liability Insurance

Note 15. Commitments and Contingencies

Leases


(in thousands)	Capital leases		Operating leases
Year ending December 31:
2022	$	37	$	4,263
2023		37		3,946
2024		29		3,291
2025		—		2,718
2026		—		1,954
Thereafter		—		1,044
Total minimum lease payments	$	103	$	17,216
Less: amount representing interest (6% interest rate)		(7)
Present value of net minimum capital lease payments	$	96
Less current installments of obligations under capital leases		(33)
Obligations under capital leases, excluding current installments	$	63

Legal Matters

The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of Management, the outcome of such matters will not have a material effect on the Company’s consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to Accounting Standards Codification No. 450-20, Disclosure of Certain Loss Contingencies. As of the end of December 31, 2021, the Company settled a loss contingency for a legal matter related to an employee lawsuit for $350.

Indemnities

The Health Insurance Portability and Accountability Act

Regulatory Matters

Liability Insurance

Business Combinations

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Business Combinations [Abstract]

Business Combinations

Note 16. Business Combinations

DFPH-Legacy TOI Merger

Practice Acquisitions

Raiker Practice Acquisition

Grant Practice Acquisition

Orr Practice Acquisition

Dave Practice Acquisition

Yang Practice Acquisition

Summary of Consideration Transferred

The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed.


	Acquisition
(in thousands)	Raiker		Grant		Orr		Dave		Yang		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—	$	65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		7		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

Summary of Unaudited Supplemental Pro Forma Information

Mendez Asset Acquisition

Note 16. Business Combinations

During the year ended December 31, 2021, the Company merged with DFPH with the intent to raise capital and gain access to the public markets.

Additionally, the Company closed on five business combinations and one asset acquisition, consistent with the intent to strategically grow its existing markets and expand into new markets.

During the year ended December 31, 2020, the Company closed on a business combination with the intent to strategically grow its existing markets.

DFPH-Legacy TOI Merger

All periods prior to the Closing Date reflect the balances and activity of Legacy TOI. The consolidated balances as of December 31, 2020 from the audited consolidated financial statements of Legacy TOI as of that date, share activity (convertible redeemable preferred stock and common stock) and per share amounts in these consolidated statements of equity were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 591:1. All previously issued and outstanding shares of Legacy TOI preferred stock 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

Raiker Practice Acquisition

The total consideration for the Acquisition was $1,710, comprised of a cash payment of $892 and deferred consideration of $818. The deferred cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

The revenues, earnings, and pro forma effects of the Acquisition are not, and would not have been, material to the results of operations, individually and in aggregate.

Grant Practice Acquisition

Orr Practice Acquisition

Dave Practice Acquisition

On November 19, 2021 (“Dave Acquisition Date”), the Company acquired certain non-clinical assets of Sulaba Dave M.D., d.b.a. Radiation Oncology Associates (the “Dave Practice”) from Sulaba Dave M.D. (the “Dr. Dave”). Further TOI CA (the “Clinical Buyer”, and together with the TOI Management, “Buyers”) acquired certain clinical assets of the Dave Practice from Dr. Dave. Intangible assets of $77 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $2,000 and deferred consideration of $750 to Dr. Dave for the purchase. The deferred cash consideration is to be paid in three equal installments on the six, twelfth, and eighteen month anniversaries of the transaction closing date (May 19, 2022, November 19, 2022, and May 19, 2023, respectively). Considering the Company’s incremental borrowing rate, the present value of the deferred cash consideration is not materially different than its stated value.

Yang Practice Acquisition

On December 9, 2021 (“Yang Acquisition Date”), the Company, acquired certain non-clinical assets of Global Oncology, Inc. (the “Yang Practice”) from Dr. Honghao Yang M.D. (“Dr. Yang”). Further TOI CA (together with TOI Management, “Buyers”) acquired certain clinical assets of the Practice from Dr. Yang. Intangible assets of $68 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 10 years. The Buyers transferred cash consideration of $4,615 and deferred consideration of $2,500 to Dr. Yang for the purchase. The deferred cash consideration is to be paid in two equal nstallments on the first and second anniversary of the transaction closing date (February 12, 2022 and 2023, respectively). The Transaction resulted in the sale of nearly all assets of the practice. Additionally, on the Yang Acquisition Date, Dr. Yang entered into an employment agreement with the Clinical Buyer whereupon Dr. Yang will provide professional services to the Clinical Buyer.

Zevallos Practice Acquisition

The revenues, earnings, and pro forma effects of the acquisition are not, and would not have been, material to the results of operations, individually and in aggregate.

Summary of Consideration Transferred

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies we expect to achieve, such as the use of our existing infrastructure to support the added membership, and future economic benefits arising from the assembled workforce. The purchase consideration for the acquisitions has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired including a residual amount of tax deductible goodwill of approximately $1,453 for the Raiker acquisition, $550 for the Grant acquisition, $837 for the Orr acquisition, $2,645 for the for the Dave acquisition, and $6,913 for the Yang acquisition.

The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed.


(in thousands)	Raiker Acquisition		Grant Acquisition		Orr Acquisition		Dave Acquisition		Yang Acquisition		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—		65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		—		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

Summary of Unaudited Supplemental Pro Forma Information


	Year Ended December 31,
(in thousands)	2020
Revenue	$	202,316
Net loss	$	(12,195)

Mendez Asset Acquisition

Variable Interest Entities

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Note 17. Variable Interest Entities


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Current assets:
Cash and restricted cash	$	2,248	$	1,618
Accounts receivable		24,513		20,007
Other receivables		1,028		935
Inventories, net		7,770		6,438
Prepaid expenses		1,146		781
Total current assets		36,705		29,779
Property and equipment, net		44		—
Other assets		273		276
Intangible assets, net		1,120		1,181
Goodwill		11,096		11,096
Total assets	$	49,238	$	42,332
Liabilities
Current liabilities:
Accounts payable	$	11,876	$	14,204
Income taxes payable		132		132
Accrued expenses and other current liabilities		5,228		5,539
Current portion of long-term debt		—		183
Amounts due to affiliates		76,960		56,312
Total current liabilities		94,196		76,370
Other non-current liabilities		1,917		3,203
Deferred income taxes liability		16		6
Total liabilities	$	96,129	$	79,579

Note 17. Variable Interest Entities

The consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation.


(in thousands)	December 31, 2021		December 31, 2020
Assets
Current assets:
Cash and restricted cash	$	1,618	$	20
Accounts receivable		20,007		17,146
Other receivables		935		49
Inventories, net		6,438		4,354
Prepaid expenses		781		719
Total current assets		29,779		22,288
Other assets		276		201
Intangible assets, net		1,181		—
Goodwill		11,096		150
Total assets	$	42,332	$	22,639
Liabilities
Current liabilities:
Accounts payable	$	14,204	$	11,953
Income taxes payable		132		—
Accrued expenses and other current liabilities		5,539		6,039
Current portion of long-term debt		183		2,000
Amounts due to affiliates		56,312		19,883
Total current liabilities		76,370		39,875
Other non-current liabilities		3,203		551
Deferred income taxes liability		6		—
Total liabilities	$	79,579	$	40,426

Single physician holders, who are officers of the Company, retain equity ownership in TOI CA and TOI FL, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of TOI CA or TOI FL, however. As such, in 2021, net loss of $10,927 and $0 was attributable to TOI and to the noncontrolling interest, respectively. In 2020, net loss of $14,322 and $0 was attributable to TOI and to the noncontrolling interest, respectively.

Goodwill and Intangible Assets

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 18. Goodwill and Intangible Assets

Intangible Assets

As of March 31, 2022, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,623)	$	12,777
Trade names	10 years		4,170		(1,451)		2,719
Clinical contracts	9 years		2,909		(833)		2,076
Total intangible assets		$	26,479	$	(8,907)	$	17,572

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of March 31, 2022 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,011
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	17,572

The aggregate amortization expense during the three months ended March 31, 2022 and 2021 were $673 and $612, respectively.

Goodwill


	March 31,		December 31,
(in thousands)	2022		2021
Patient services	$	21,443	$	21,443
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	26,626

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 and for the year ended December 31, 2021 are as follows:


(in thousands)	2022		2021
Balance as of January 1:
Gross goodwill	$	26,626	$	14,227
Goodwill acquired during the period		—		12,399
Accumulated impairment losses		—		—
Goodwill, net as of March 31 and December 31	$	26,626	$	26,626

Note 18. Goodwill and Intangible Assets

Intangible Assets

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900	$	(4,283)	$	14,617
Trade names	10 years		4,170		(945)		3,225
Clinical contracts	10 years		2,164		(490)		1,674
Total intangible assets		$	25,234	$	(5,718)	$	19,516

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2021 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,684
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	18,245

The aggregate amortization expense during the years ended December 31, 2021, and 2020 were $2,516 and $2,487, respectively.

Goodwill


(in thousands)	December 31, 2021		December 31, 2020
Patient services	$	21,443	$	9,044
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	14,227

The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows:


(in thousands)	December 31, 2021		December 31, 2020
Balance as of January 1:
Gross goodwill	$	14,227	$	14,077
Goodwill acquired during the period		12,399		150
Accumulated impairment losses		—		—
Goodwill, net as of December 31	$	26,626	$	14,227

Net Loss Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Note 19. 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 three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, basic		3,519		—
Net income (loss) attributable to common stockholders, basic	$	15,767	$	(996)
Weighted average common shares outstanding, basic		73,252,365		62,853,419
Net income (loss) per share attributable to common stockholders, basic	$	0.22	$	(0.02)

The following table sets forth the computation of the Company’s diluted net income (loss) per share to common stockholders for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, diluted		3,405		—
Net income (loss) attributable to common stockholders, diluted	$	15,881	$	(996)
Weighted average shares outstanding, diluted		76,247,966		62,853,419
Net income (loss) per share attributable to common stockholders, diluted	$	0.21	$	(0.02)


	Three Months Ended March 31,
	2022	2021
Stock options	4,609,124	8,706,158
RSUs	1,991,728	1,390,839
Earnout Shares	1,560,857	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—

Note 19. Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share to common stockholders for the years ended December 31, 2021 and 2020.


	Year Ended December 31,
	2021		2020
Net loss attributable to TOI (in thousands)	$	(10,927)	$	(14,322)
Basic and diluted weighted average shares outstanding		66,230,606		59,117,723
Basic and diluted net loss per share attributable to TOI	$	(0.16)	$	(0.24)


	Year Ended December 31
	2021	2020
Stock options	6,921,180	8,683,952
RSUs	1,291,492	1,390,839
Earnout Shares	1,602,435	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—

See Note 14 for further details regarding stock options and restricted stock units. See Note 2 for further details regarding terms of the earnout and warrants.

Segment Information

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Information

Note 20. Segment Information

Summarized financial information for the Company’s segments is shown in the following tables:


	Three Months Ended March 31,
(in thousands)	2022		2021
Revenue
Patient services	$	35,057	$	29,622
Dispensary		18,679		17,618
Clinical trials & other		1,425		1,340
Consolidated revenue		55,161		48,580
Direct costs
Patient services		27,378		23,086
Dispensary		15,324		15,123
Clinical trials & other		137		169
Total segment direct costs		42,839		38,378
Depreciation expense
Patient services		250		127
Dispensary		—		—
Clinical trials & other		47		29
Total segment depreciation expense		297		156

Amortization of intangible assets
Patient services		621		560
Dispensary		—		—
Clinical trials & other		53		53
Total segment amortization		674		613
Operating income
Patient services		6,808		5,849
Dispensary		3,355		2,495
Clinical trials & other		1,188		1,089
Total segment operating income		11,351		9,433
Selling, general and administrative expense		29,806		11,178
Non-segment depreciation and amortization		16		8
Total consolidated operating loss	$	(18,471)	$	(1,753)


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Patient services	$	47,086	$	44,223
Dispensary		6,172		4,277
Clinical trials & other		13,717		14,504
Non-segment assets		139,537		140,435
Total assets	$	206,512	$	203,439

Note 20. Segment Information

A brief description of each of the Company’s segments is as follows:

Patient Services

Dispensary

Clinical Trials & Other

Summarized financial information for the Company’s segments is shown in the following tables:


	Year Ended December 31,
(in thousands)	2021		2020
Revenue
Patient services	$	124,074	$	116,817
Dispensary		72,550		63,890
Clinical trials & other		6,379		6,808
Consolidated revenue		203,003		187,515
Direct costs
Patient services		99,401		95,747
Dispensary		62,102		53,907
Clinical trials & other		652		982
Total segment direct costs		162,155		150,636
Depreciation expense
Patient services		659		940
Dispensary		1		—
Clinical trials & other		123		7
Total segment depreciation expense		783		947
Amortization of intangible assets
Patient services		2,305		1,863
Dispensary		—		—
Clinical trials & other		211		213
Total segment amortization		2,516		2,076
Operating income
Patient services		21,709		18,267
Dispensary		10,447		9,983
Clinical trials & other		5,393		5,606
Total segment operating income		37,549		33,856
Selling, general and administrative expense		83,365		41,898
Non-segment depreciation and amortization		42		155
Total consolidated operating loss	$	(45,858)	$	(8,197)


(in thousands)	December 31, 2021		December 31, 2020
Assets
Patient services	$	44,223	$	36,446
Dispensary		4,277		4,319
Clinical trials & other		14,504		5,487
Non-segment assets		140,435		19,437
Total assets	$	203,439	$	65,689

- Definition

+ References

+ Details

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Related Party Transactions

Note 21. Related Party Transactions


		Three Months Ended March 31,
(in thousands)	Type	2022		2021
American Institute of Research	Consulting	$	40	$	24
Karen M Johnson	Board Fees		19		—
Richard Barasch	Board Fees		5		—
Anne M. McGeorge	Board Fees		19		—
Mohit Kaushal	Board Fees		19		—
Ravi Sarin	Board Fees		19		—
Maeve O’Meara Duke	Board Fees		19		—
Richy Agajanian MD	Clinical Trials		16		4
Veeral Desai	Board Fees		—		13
Total		$	156	$	41

Note 21. Related Party Transactions

Related Party payments for the years ended December 31, 2021 and 2020 were as follows:

	Year Ended December 31,
(in thousands)	2021		2020
American Institute of Research	$	152	$	159
Havencrest Capital Management, LLC		166		233
M33 Growth LLC		353		183
Mark L. Pacala		—		3
Richy Agajanian MD		21		24
Veeral Desai		52		38
Roca Partners LLC		—		1
Total	$	744	$	641

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Principles of Consolidation

Principles of Consolidation

Variable Interest Entities

Variable Interest Entities

Business Combinations

Business Combinations

The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFP, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of TOI Parent.

Segment Reporting

Segment Reporting

Use of Estimates

Use of Estimates

Net Loss Per Share

Net Income (Loss) Per Share

Net Loss Per Share

Combination. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period.

As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Revenue Recognition

Revenue Recognition

Identification of the contract, or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of the transaction price.

Allocation of the transaction price to the performance obligations in the contract.

Recognition of revenue when, or as, an entity satisfies a performance obligation.

Capitation

Fee-for-Service Revenue

Dispensary

Clinical Trials Revenue

that each invoice captures the revenue earned to date based on the state of the trial as established between the Company and the customer.

Direct Costs of Sales

Direct Costs of Sales

Cash and Restricted Cash

Cash and Restricted Cash

Accounts Receivable

Accounts Receivable

Inventories

Inventories

Company also receives additional rebate under its wholesaler contracts if it exceeds contractually defined annual purchase volumes. Purchase rebates are recorded as reductions to cost of services.

Property and Equipment, net

Property and Equipment, net

Accounts payable, Accrued Expenses, and Other Current Liabilities

Accounts Payable, Accrued Expenses, and Other Current Liabilities

Leases

Leases

Goodwill and Intangible Assets

Goodwill and 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.

Debt

Debt

Public Warrants and Private Placement Warrants

Public Warrants and Private Placement Warrants

Earnout Liability

Earnout Liability

Collectively, the Legacy TOI Earnout Shares and DFPH Earnout Shares constitute the “Earnout Shares”, the “Earnout”, and the “Earnout Liability”.

Income Taxes

Income Taxes

Retirement Plans

Retirement Plans

Share-Based Compensation Plan

Share-Based Compensation Plan

Commitments and Contingencies

Commitments and Contingencies

Fair Value Measurements

Fair Value Measurements

●	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.

Emerging Growth Company

Emerging Growth Company

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Leases

Other

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

Recently Issued Accounting Standards

In June 2016, the FASB issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued Accounting Standard Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”), which amends Subtopic 326-20 (created by ASU 2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued Accounting Standard Update 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), and in November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2019-10”), to provide further clarifications on certain aspects of ASU 2016-13 and to extend the nonpublic entity effective date of ASU 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The entity may early adopt ASU 2016-13, as amended, for annual and interim periods in fiscal years beginning after December 15, 2018. While the Company expects its allowance for credit losses to increase upon adoption of ASU 2016-13, the Company does not expect the adoption of ASU 2016-13 to have a material effect on its consolidated financial statements.

Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Risks and Uncertainties [Abstract]

Summary of concentration risk

The concentration of net revenue on a percentage basis for major payors for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Net Revenue:
Payor A	16	%	17	%
Payor B	17	%	13	%

The concentration of gross receivables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Receivables:
Payor B	21	%	19	%
Payor C	13	%	14	%

The concentration of cost of sales on a percentage basis for major vendors for the three months ended March 31, 2022 and 2021 are as follows:


	Three Months Ended March 31,
	2022		2021
Percentage of Cost of Sales:
Vendor A	51	%	48	%
Vendor B	47	%	50	%

The concentration of gross payables on a percentage basis for major payors at March 31, 2022 and December 31, 2021 are as follows:


	March 31,		December 31,
	2022		2021
Percentage of Gross Payables:
Vendor B	55	%	47	%
Vendor A	28	%	39	%
All others	17	%	14	%

The concentration of net revenue on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Net Revenue:
Payor A	17	%	15	%
Payor B	14	%	15	%

The concentration of gross receivables on a percentage basis for major payors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Receivables:
Payor B	19	%	11	%
Payor C	14	%	21	%

The concentration of cost of sales on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021		2020
Percentage of Cost of Sales:
Vendor A	50	%	55	%
Vendor B	48	%	45	%

The concentration of gross payables on a percentage basis for major vendors at December 31, 2021 and 2020 are as follows:


	December 31, 2021		December 31, 2020
Percentage of Gross Payables:
Vendor B	47	%	48	%
Vendor A	39	%	42	%
All others	14	%	10	%

Accounts Receivable and Notes Receivable (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Receivables [Abstract]

Summary of accounts receivable

Accounts Receivable as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Oral drug accounts receivable	$	2,535	$	2,097
Capitated accounts receivable		721		665
FFS accounts receivable		15,518		12,530
Clinical trials accounts receivable		1,849		1,823
Other trade receivables		3,890		2,892
Total	$	24,513	$	20,007

Accounts Receivable as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug accounts receivable	$	2,097	$	2,308
Capitated accounts receivable		665		353
FFS accounts receivable		12,530		10,962
Clinical trials accounts receivable		1,823		1,719
Other trade receivables		2,892		1,804
Total	$	20,007	$	17,146

Revenue (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of disaggregation of revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


	Three Months Ended March 31,
(in thousands)	2022		2021
Patient services
Capitated revenue	$	14,516	$	12,330
FFS revenue		20,541		17,292
Subtotal		35,057		29,622
Dispensary revenue		18,679		17,618
Clinical research trials and other revenue		1,425		1,340
Total	$	55,161	$	48,580

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:


	Year Ended December 31,
(in thousands)	2021		2020
Patient services
Capitated revenue	$	54,285	$	37,381
FFS revenue		69,789		79,436
Subtotal	$	124,074	$	116,817
Dispensary revenue		72,550		63,890
Clinical research trials and other revenue		6,379		6,808
Total	$	203,003	$	187,515

Inventories (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Inventory Disclosure [Abstract]

Summary of inventories

The Company’s inventories as of March 31, 2022 and December 31, 2021 were as follows:


(in thousands)	March 31, 2022		December 31, 2021
Oral drug inventory	$	2,787	$	1,484
IV drug inventory		4,983		4,954
Total	$	7,770	$	6,438

The Company’s inventories as of December 31, 2021 and 2020 were as follows:


(in thousands)	December 31, 2021		December 31, 2020
Oral drug inventory	$	1,484	$	1,414
IV drug inventory		4,954		2,940
Total	$	6,438	$	4,354

Fair Value Measurements and Hierarchy (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of carrying amounts of financial instruments

The following table presents the carrying amounts of the Company’s financial instruments at March 31, 2022 and December 31, 2021:


	March 31,		December 31,
(in thousands)	2022		2021
Financial assets:
Cash and restricted cash	$	95,534	$	115,174
Accounts receivable		24,513		20,007
Other receivables		1,279		1,237
Financial liabilities:
Accounts payable	$	12,596	$	15,559
Derivative warrant liabilities		3,654		2,193
Earnout liabilities		20,578		60,018

The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2021 and 2020:


(in thousands)	December 31, 2021		December 31, 2020
Financial assets:
Cash and restricted cash	$	115,174	$	5,998
Accounts receivable		20,007		17,146
Other receivables		1,237		113
Financial liabilities:
Accounts payable	$	15,559	$	12,643
Derivative warrant liabilities		2,193		—
Earnout liabilities		60,018		—

Summary of changes in fair value of level 3 warrant liabilities

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at March 31, 2022:


	Derivative
	Warrant		Earnout
(in thousands)	Liability		Liability
Balance at December 31, 2021	$	2,193	$	60,018
Change in fair value included in other expense		1,461		(39,440)
Balance at March 31, 2022	$	3,654	$	20,578

The following table presents information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis at December 31, 2021:


(in thousands)	Derivative Warrant Liability		Earnout Liability
Balance at December 31, 2020	$	—	$	—
Private placement warrant liability acquired as part of the Business Combination		5,879		—
Earnout liability acquired as part of the Business Combination		—		84,909
Decrease in fair value included in other expense		(3,686)		(24,891)
Balance at December 31, 2021	$	2,193	$	60,018

Schedule of assumptions used in the valuation of derivative liabilities

A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows:


	March 31, 2022									December 31, 2021
	Derivative						Second			Derivative						Second
	Warrant			First Tranche			Tranche			Warrant			First Tranche			Tranche
	Liability			Earnout			Earnout			Liability			Earnout			Earnout
Unit price	$	7.13		$	7.13		$	7.13		$	9.75		$	9.75		$	9.75
Term (in years)		4.62			1.27			1.75			4.87			1.87			2.87
Volatility		36.10	%		35.00	%		35.00	%		12.80	%		35.00	%		35.00	%
Risk-free rate		2.41	%		2.38	%		2.38	%		1.24	%		0.94	%		0.94	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			13.20	%		13.20	%		—			11.14	%		11.14	%

A summary of the inputs used in valuing the derivative warrant and earnout liabilities is as follows:

	December 31, 2021									November 12, 2021 (Initial Measurement)
	Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout			Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout
Unit price	$	9.75		$	9.75		$	9.75		$	10.98		$	10.98		$	10.98
Term (in years)		4.87			1.87			2.87			5.00			2.00			3.00
Volatility		12.80	%		35.00	%		35.00	%		19.00	%		35.00	%		35.00	%
Risk-free rate		1.24	%		0.94	%		0.94	%		1.24	%		0.85	%		0.85	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Cost of equity		—			11.14	%		11.14	%		—			10.80	%		10.80	%

Property and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

Property and equipment, net, consist of the following:


		March 31,		December 31,
(in thousands)	Useful lives	2022			2021
Computers and software	60 months	$	1,144	$	961
Office furniture	80 months		378		343
Leasehold improvements	Shorter of lease term or estimated useful life		4,168		3,387
Medical equipment	60 months		885		805
Construction in progress			423		518
Finance lease ROU assets	Shorter of lease term or estimated useful life		205		162
Less: accumulated depreciation			(2,294)		(1,984)
Total property and equipment, net		$	4,909	$	4,192

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	December 31, 2021		December 31, 2020
Computers and software	60 months	$	961	$	423
Office furniture	80 months		343		271
Leasehold improvements	Shorter of lease term or estimated useful life		3,387		1,685
Medical equipment	60 months		805		515
Construction in progress			518		205
Equipment capital lease assets	Shorter of lease term or estimated useful life		162		163
Less: accumulated depreciation			(1,984)		(1,158)
Total property and equipment, net		$	4,192	$	2,104

Accrued Expenses and Other Current and Non-Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 consist of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Compensation, including bonuses, fringe benefits, and payroll taxes	$	4,186	$	3,325
Contract liabilities and refund liabilities		220		592
Directors and officers insurance premiums		5,057		5,009
Deferred acquisition consideration (see Note 16)		2,050		2,359
Other liabilities		3,003		2,639
Total accrued expenses and other current liabilities	$	14,516	$	13,924

Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consist of the following:


(in thousands)	December 31, 2021		December 31, 2020
Compensation, including bonuses, fringe benefits, and payroll taxes	$	3,325	$	4,210
Deferred revenue and refund liabilities		592		3,379
Directors and officers insurance premiums		5,009		—
Deferred acquisition consideration (see Note 16)		2,359		50
Other liabilities		2,639		1,813
Total accrued expenses and other current liabilities	$	13,924	$	9,452

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Capital Leased Assets

The following summarizes the Company’s capital leases:


(in thousands)	December 31, 2021		December 31, 2020
Capital leases:
Machinery and equipment	$	162	$	163
Accumulated amortization		(69)		(38)
Property, plant, and equipment, net	$	93	$	125
Current installments of obligations under capital leases		33		31
Long-term portion of obligations under capital leases		63		97
Total capital lease obligations	$	96	$	128

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of short-term debt and current portion of long-term debt

Short-term debt and current portion of long-term debt at December 31, 2021 and 2020 consists of the following:


(in thousands)	December 31, 2021		December 31, 2020
1% Paycheck Protection Program Loan, due May 13, 2022	$	—	$	2,000
1% Small Business Administration Loan, due May 2, 2022		—		2,993
1% Paycheck Protection Program Loan, due October 24, 2026		183		—
Current portion of term loan payable		—		375
Short-term debt and current portion of long-term debt	$	183	$	5,368

Summary of long-term debt, net of unamortized debt issuance costs


(in thousands)	December 31, 2021		December 31, 2020
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025	$	—	$	7,219
Less:
Unamortized debt issuance costs		—		283
Current portion of term loan payable, net of debt issuance costs		—		375
Long-term debt, net of unamortized debt issuance costs and current portion	$	—	$	6,561

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Topic 235
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-Section S99
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-Subparagraph (SX 210.12-04(a))
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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Summary of components of the provision (benefit) for income taxes

The components of the provision (benefit) for income taxes consists of:


(in thousands)	Current		Deferred		Total
Year ended December 31, 2021:
U.S. federal	$	(180)	$	(904)	$	(1,084)
State and local		750		(338)		413
	$	570	$	(1,242)	$	(671)


(in thousands)	Current		Deferred		Total
Year ended December 31, 2020:
U.S. federal	$	882	$	(919)	$	(97)
State and local		29		(425)		(396)
	$	851	$	(1,344)	$	(493)

Summary of income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% to pretax income from operations


	Year Ended December 31,
(in thousands)	2021		2020
Income tax at federal statutory rate	$	(2,436)	$	(3,111)
State tax, net federal benefit		(241)		(982)
Meals and entertainment		11		—
Transaction costs		349		—
Fines and penalties		28		—
Stock based compensation		(122)		—
Warrant expense		(774)		—
Earnout expense		(5,227)		—
PPP loan forgiveness		(1,058)		—
162(m) Analysis		1,717		—
Change in valuation allowance		6,941		3,597
Other		141		3
Income tax (benefit) expense	$	(671)	$	(493)

Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below.


(in thousands)	December 31, 2021		December 31, 2020
Deferred tax assets:
Deferred rent	$	173	$	108
Accrued Expenses		606		770
Net operating loss carryforwards		12,686		2,529
Management fees (the Practice)		—		1,828
Impaired assets		1,751		2,086
Deferred revenue		77		182
Stock based compensation		1,088		69
Total gross deferred tax assets		16,381		7,572
Valuation allowance		(14,719)		(5,451)
Net deferred tax assets		1,662		2,121
Deferred tax liabilities:
Property, plant, and equipment		(706)		(331)
Intangibles		(1,327)		(1,575)
Management Fees (TOI)		—		(1,828)
Total gross deferred liabilities		(2,033)		(3,734)
Net deferred tax liabilities	$	(371)	$	(1,613)

Summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties)

A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2021 and 2020 is as follows:


(in thousands)	December 31, 2021		December 31, 2020
Beginning balance of unrecognized tax benefits	$	1,903	$	1,903
Additions based on tax positions related to the current year		—		—
Reductions based on tax positions of prior years		(1,804)		—
Reductions due to lapse of applicable statute of limitation		—		—
Settlements		—		—
Ending balance of unrecognized tax benefits	$	99	$	1,903

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of assumptions used in the OPM and CSE models

The assumptions used in the OPM and CSE models are provided in the following tables:


Option-pricing method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value (in thousands)	$	82,000
Annual dividend rate for common stock		0.0	%
Annualized volatility		40.0	%
Risk-free rate (continuously compounding)		0.3	%


Common-stock equivalent method
Valuation date		11/6/2020
Liquidity event date		12/31/2024
Time to liquidity		4.15 years
Total equity value (in thousands)	$	82,000
Value per common stock equivalent	$	562.06

Share-Based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of weighted average assumptions used in the Black-Scholes-Merton option-pricing model


	2022	2021
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00%	38.60% to 40.20%
Risk-free interest rate	2.33% to 2.44%	0.76% to 1.12%
Expected term (years)	6.07 to 6.65	7.00

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the 2021 and 2020 Stock Options are provided in the following table:


	2021	2020
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	35.00% to 40.20%	35.00% to 40.20%
Risk-free interest rate	0.76% to 1.30%	0.51% to 2.62%
Expected term (years)	7	7

Summary of stock option activity

Stock option activity during the periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2022	6,921,180	$	0.88
Granted	1,385,108		7.09
Exercised/Cashed-Out	—		—
Forfeited	(190,621)		1.23
Expired	(526)
Balance at March 31, 2022	8,115,141	$	1.94	8.87	$	42,151
Vested Options Exercisable at March 31, 2022	1,858,885	$	0.86	7.58	$	11,662


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	407,903		0.86
Exercised	—		—
Forfeited	(385,697)		0.86
Expired	—		—
Balance at March 31, 2021	8,706,158	$	0.85	8.73	$	80
Vested Options Exercisable at March 31, 2021	1,014,914	$	0.85	8.15	$	—

Stock option activity during the periods indicated is as follows:


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2021	8,683,952	$	0.85
Granted	1,182,218		1.08
Exercised/Cashed-Out	(2,175,986)		0.87
Forfeited	(769,004)		0.87
Expired	—		—
Balance at December 31, 2021	6,921,180	$	0.88	8.92	$	61,379
Vested Options Exercisable at December 31, 2021	1,821,909	$	0.87	7.78	$	16,185


				Weighted average
		Weighted		remaining	Aggregate
	Number of	average		contractual	intrinsic value
Stock options	shares	exercise price		term	(in thousands)
Balance at January 1, 2020	5,823,369	$	0.85
Granted	4,190,067		0.86
Exercised	(58,439)		0.85
Forfeited	(1,271,045)		0.85
Expired	—		—
Balance at December 31, 2020	8,683,952	$	0.85	8.94	$	—
Vested Options Exercisable at December 31, 2020	742,174	$	0.85	8.25	$	—

Summary of the activity for the RSAs

A summary of the activity for the RSUs and RSAs for the three months ended March 31, 2022 and 2021, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2022		1,291,492
Granted		727,424
Vested		(27,188)
Forfeited		—
Balance at March 31, 2022		1,991,728


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Vested		—
Forfeited		—
Balance at March 31, 2021		1,390,839

A summary of the activity for the RSUs and RSAs for the years ended December 31, 2021 and 2020, respectively, are shown in the following table:


		Number of shares
Balance at January 1, 2021		1,390,839
Granted		—
Forfeited		(99,347)
Balance at December 31, 2021		1,291,492


		Number of shares
Balance at January 1, 2020		543,475
Granted		1,098,651
Forfeited		(251,287)
Balance at December 31, 2020		1,390,839

Schedule of Share-based Payment Award, Earnout Shares, Valuation Assumptions

The assumptions used in the Monte-Carlo Simulation model for the Earnout Shares granted on the Closing Date are provided in the following table:


	November 12, 2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	35.00	%
Risk-free interest rate	0.85	%


	November 12, 2021
Valuation assumptions
Expected dividend yield	—	%
Expected volatility	35.00	%
Risk-free interest rate	0.85	%

Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option

A summary of the activity for the Employees Earnout Shares for the three months ended March 31, 2022 is shown in the following table:


	Number of shares
Balance at January 1, 2022	$	1,602,435
Granted		—
Forfeited		(41,578)
Balance at March 31, 2022	$	1,560,857

A summary of the activity for the Employees Earnout Shares for the years ended December 31, 2021 is shown in the following table:


	Number of shares
Balance at January 1, 2021	$	—
Granted		1,603,322
Forfeited		(887)
Balance at December 31, 2021	$	1,602,435

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments for Capital Leases


(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


(in thousands)	Capital leases		Operating leases
Year ending December 31:
2022	$	37	$	4,263
2023		37		3,946
2024		29		3,291
2025		—		2,718
2026		—		1,954
Thereafter		—		1,044
Total minimum lease payments	$	103	$	17,216
Less: amount representing interest (6% interest rate)		(7)
Present value of net minimum capital lease payments	$	96
Less current installments of obligations under capital leases		(33)
Obligations under capital leases, excluding current installments	$	63

Business Combinations (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Business Combinations [Abstract]

Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition

The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed.


	Acquisition
(in thousands)	Raiker		Grant		Orr		Dave		Yang		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—	$	65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		7		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

The following table summarizes the provisional fair values assigned to assets acquired and liabilities assumed.


(in thousands)	Raiker Acquisition		Grant Acquisition		Orr Acquisition		Dave Acquisition		Yang Acquisition		Total
Consideration:
Cash	$	892	$	849	$	816	$	2,000	$	4,615	$	9,172
Deferred		818		200		200		750		2,500		4,468
Fair value of total consideration transferred	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash	$	65	$	—	$	—	$	—	$	—		65
Accounts receivable		398		—		183		—		—		581
Inventory		62		49		16		—		115		242
Property and equipment, net		—		—		13		35		19		67
Clinical contracts		—		450		150		77		68		745
Goodwill		1,454		550		837		2,645		6,913		12,399
Total assets acquired		1,979		1,049		1,199		2,757		7,115		14,099
Accounts payable		120		—		—		—		—		120
Accrued liabilities		—		—		—		—		—		7
Current portion of long term debt		149		—		183		—		—		332
Total liabilities assumed		269		—		183		7		—		459
Net assets acquired	$	1,710	$	1,049	$	1,016	$	2,750	$	7,115	$	13,640

Business acquisition, pro forma information


	Year Ended December 31,
(in thousands)	2020
Revenue	$	202,316
Net loss	$	(12,195)

Variable Interest Entities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated financial statements include accounts of TOI and its subsidiaries and VIEs


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Current assets:
Cash and restricted cash	$	2,248	$	1,618
Accounts receivable		24,513		20,007
Other receivables		1,028		935
Inventories, net		7,770		6,438
Prepaid expenses		1,146		781
Total current assets		36,705		29,779
Property and equipment, net		44		—
Other assets		273		276
Intangible assets, net		1,120		1,181
Goodwill		11,096		11,096
Total assets	$	49,238	$	42,332
Liabilities
Current liabilities:
Accounts payable	$	11,876	$	14,204
Income taxes payable		132		132
Accrued expenses and other current liabilities		5,228		5,539
Current portion of long-term debt		—		183
Amounts due to affiliates		76,960		56,312
Total current liabilities		94,196		76,370
Other non-current liabilities		1,917		3,203
Deferred income taxes liability		16		6
Total liabilities	$	96,129	$	79,579

The consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation.


(in thousands)	December 31, 2021		December 31, 2020
Assets
Current assets:
Cash and restricted cash	$	1,618	$	20
Accounts receivable		20,007		17,146
Other receivables		935		49
Inventories, net		6,438		4,354
Prepaid expenses		781		719
Total current assets		29,779		22,288
Other assets		276		201
Intangible assets, net		1,181		—
Goodwill		11,096		150
Total assets	$	42,332	$	22,639
Liabilities
Current liabilities:
Accounts payable	$	14,204	$	11,953
Income taxes payable		132		—
Accrued expenses and other current liabilities		5,539		6,039
Current portion of long-term debt		183		2,000
Amounts due to affiliates		56,312		19,883
Total current liabilities		76,370		39,875
Other non-current liabilities		3,203		551
Deferred income taxes liability		6		—
Total liabilities	$	79,579	$	40,426

- Definition

+ References + Details

Goodwill and Intangible Assets (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of intangible assets, net

As of March 31, 2022, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,623)	$	12,777
Trade names	10 years		4,170		(1,451)		2,719
Clinical contracts	9 years		2,909		(833)		2,076
Total intangible assets		$	26,479	$	(8,907)	$	17,572

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

As of December 31, 2021, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(6,152)	$	13,248
Trade names	10 years		4,170		(1,350)		2,820
Clinical contracts	10 years		2,909		(732)		2,177
Total intangible assets		$	26,479	$	(8,234)	$	18,245

As of December 31, 2020, the Company’s intangible assets, net consists of the following:


	Weighted
	average
	amortization	Gross carrying		Accumulated		Net carrying
(in thousands)	period	amount		amortization		amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	18,900	$	(4,283)	$	14,617
Trade names	10 years		4,170		(945)		3,225
Clinical contracts	10 years		2,164		(490)		1,674
Total intangible assets		$	25,234	$	(5,718)	$	19,516

Summary of estimated aggregate amortization expense

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of March 31, 2022 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,011
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	17,572

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2021 is as follows:


(in thousands)	Amount
Year ending December 31:
2022	$	2,684
2023		2,639
2024		2,639
2025		2,639
2026		2,617
Thereafter		5,027
Total	$	18,245

Summary of goodwill and changes in the carrying amount of goodwill

The goodwill allocated to each of the reporting units as of March 31, 2022 and December 31, 2021 is as follows:


	March 31,		December 31,
(in thousands)	2022		2021
Patient services	$	21,443	$	21,443
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	26,626

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 and for the year ended December 31, 2021 are as follows:


(in thousands)	2022		2021
Balance as of January 1:
Gross goodwill	$	26,626	$	14,227
Goodwill acquired during the period		—		12,399
Accumulated impairment losses		—		—
Goodwill, net as of March 31 and December 31	$	26,626	$	26,626


(in thousands)	December 31, 2021		December 31, 2020
Patient services	$	21,443	$	9,044
Dispensary		4,551		4,551
Clinical trials & other		632		632
Total goodwill	$	26,626	$	14,227

The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows:


(in thousands)	December 31, 2021		December 31, 2020
Balance as of January 1:
Gross goodwill	$	14,227	$	14,077
Goodwill acquired during the period		12,399		150
Accumulated impairment losses		—		—
Goodwill, net as of December 31	$	26,626	$	14,227

Net Loss Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of reconciliation of numerator (net loss) and the denominator (weighted average number of shares) used in the basic and diluted net loss per share calculations

The following table sets forth the computation of the Company’s basic net income (loss) per share to common stockholders for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, basic		3,519		—
Net income (loss) attributable to common stockholders, basic	$	15,767	$	(996)
Weighted average common shares outstanding, basic		73,252,365		62,853,419
Net income (loss) per share attributable to common stockholders, basic	$	0.22	$	(0.02)

The following table sets forth the computation of the Company’s diluted net income (loss) per share to common stockholders for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(in thousands, except share data)	2022		2021
Net income (loss) attributable to TOI	$	19,286	$	(996)
Less: Net income attributable to participating securities, diluted		3,405		—
Net income (loss) attributable to common stockholders, diluted	$	15,881	$	(996)
Weighted average shares outstanding, diluted		76,247,966		62,853,419
Net income (loss) per share attributable to common stockholders, diluted	$	0.21	$	(0.02)

The following table sets forth the computation of the Company’s basic and diluted net loss per share to common stockholders for the years ended December 31, 2021 and 2020.


	Year Ended December 31,
	2021		2020
Net loss attributable to TOI (in thousands)	$	(10,927)	$	(14,322)
Basic and diluted weighted average shares outstanding		66,230,606		59,117,723
Basic and diluted net loss per share attributable to TOI	$	(0.16)	$	(0.24)

Summary of potentially dilutive outstanding securities which were excluded from computation of diluted net loss per share because their effect would have been anti-dilutive


	Three Months Ended March 31,
	2022	2021
Stock options	4,609,124	8,706,158
RSUs	1,991,728	1,390,839
Earnout Shares	1,560,857	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—


	Year Ended December 31
	2021	2020
Stock options	6,921,180	8,683,952
RSUs	1,291,492	1,390,839
Earnout Shares	1,602,435	—
Public Warrants	5,749,986	—
Private Warrants	3,177,542	—

Segment Information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Segment Reporting [Abstract]

Summary of financial information for the Company's segments

Summarized financial information for the Company’s segments is shown in the following tables:


	Three Months Ended March 31,
(in thousands)	2022		2021
Revenue
Patient services	$	35,057	$	29,622
Dispensary		18,679		17,618
Clinical trials & other		1,425		1,340
Consolidated revenue		55,161		48,580
Direct costs
Patient services		27,378		23,086
Dispensary		15,324		15,123
Clinical trials & other		137		169
Total segment direct costs		42,839		38,378
Depreciation expense
Patient services		250		127
Dispensary		—		—
Clinical trials & other		47		29
Total segment depreciation expense		297		156

Amortization of intangible assets
Patient services		621		560
Dispensary		—		—
Clinical trials & other		53		53
Total segment amortization		674		613
Operating income
Patient services		6,808		5,849
Dispensary		3,355		2,495
Clinical trials & other		1,188		1,089
Total segment operating income		11,351		9,433
Selling, general and administrative expense		29,806		11,178
Non-segment depreciation and amortization		16		8
Total consolidated operating loss	$	(18,471)	$	(1,753)


	March 31,		December 31,
(in thousands)	2022		2021
Assets
Patient services	$	47,086	$	44,223
Dispensary		6,172		4,277
Clinical trials & other		13,717		14,504
Non-segment assets		139,537		140,435
Total assets	$	206,512	$	203,439

Summarized financial information for the Company’s segments is shown in the following tables:


	Year Ended December 31,
(in thousands)	2021		2020
Revenue
Patient services	$	124,074	$	116,817
Dispensary		72,550		63,890
Clinical trials & other		6,379		6,808
Consolidated revenue		203,003		187,515
Direct costs
Patient services		99,401		95,747
Dispensary		62,102		53,907
Clinical trials & other		652		982
Total segment direct costs		162,155		150,636
Depreciation expense
Patient services		659		940
Dispensary		1		—
Clinical trials & other		123		7
Total segment depreciation expense		783		947
Amortization of intangible assets
Patient services		2,305		1,863
Dispensary		—		—
Clinical trials & other		211		213
Total segment amortization		2,516		2,076
Operating income
Patient services		21,709		18,267
Dispensary		10,447		9,983
Clinical trials & other		5,393		5,606
Total segment operating income		37,549		33,856
Selling, general and administrative expense		83,365		41,898
Non-segment depreciation and amortization		42		155
Total consolidated operating loss	$	(45,858)	$	(8,197)


(in thousands)	December 31, 2021		December 31, 2020
Assets
Patient services	$	44,223	$	36,446
Dispensary		4,277		4,319
Clinical trials & other		14,504		5,487
Non-segment assets		140,435		19,437
Total assets	$	203,439	$	65,689

Related Party Transactions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Schedule of Related Party Transactions


		Three Months Ended March 31,
(in thousands)	Type	2022		2021
American Institute of Research	Consulting	$	40	$	24
Karen M Johnson	Board Fees		19		—
Richard Barasch	Board Fees		5		—
Anne M. McGeorge	Board Fees		19		—
Mohit Kaushal	Board Fees		19		—
Ravi Sarin	Board Fees		19		—
Maeve O’Meara Duke	Board Fees		19		—
Richy Agajanian MD	Clinical Trials		16		4
Veeral Desai	Board Fees		—		13
Total		$	156	$	41

	Year Ended December 31,
(in thousands)	2021		2020
American Institute of Research	$	152	$	159
Havencrest Capital Management, LLC		166		233
M33 Growth LLC		353		183
Mark L. Pacala		—		3
Richy Agajanian MD		21		24
Veeral Desai		52		38
Roca Partners LLC		—		1
Total	$	744	$	641

Description of the Business (Details)	3 Months Ended	12 Months Ended
Description of the Business (Details)	Mar. 31, 2022 item clinic subsidiary state	Dec. 31, 2021 item subsidiary
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of wholly-owned subsidiaries \| subsidiary	3	3
Minimum number of oncologists and mid-level professionals within three states \| item	84	86
Minimum number of clinic locations within three states	53	53
Number of states in which entity operates	4	4

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands							3 Months Ended	12 Months Ended
	Nov. 12, 2021 $ / shares	Nov. 12, 2021 item $ / shares	Nov. 12, 2021 tranche $ / shares	Nov. 12, 2021 $ / shares shares	Nov. 12, 2021 D $ / shares	Nov. 12, 2021 $ / shares	Mar. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of operating segments \| segment							3	3
Healthcare services term of contract under capitation revenues								1 month
Impairment of long-lived assets held-for-use								$ 0	$ 0
Goodwill impairment charge								0	0
Impairment of intangible assets, finite-lived								$ 0	$ 0
Defined Contribution Plan, Tax Status [Extensible Enumeration]								us-gaap:QualifiedPlanMember
Required service period								2 months
Employer matching contribution, percent of match								100.00%	100.00%
Employer matching contribution, percent of employees' gross pay								4.00%	3.00%
Employers matching contribution, additional percentage of match									50.00%
Defined Contribution Plan, Cost								$ 787	$ 504
Accounting Standards Update [Extensible List]								us-gaap:AccountingStandardsUpdate201026Member
Right-of-use assets							$ 17,233	$ 0
Operating lease, liability							$ 18,686
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Employer matching contribution, percent of employees' gross pay									3.00%
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Employer matching contribution, percent of employees' gross pay									5.00%
Legacy TOI Earnout Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contingent consideration, liability (in shares) \| shares				12,500,000
Number of tranches		2	2
Stock price trigger (in dollars per share) \| $ / shares	$ 15.00	$ 15.00	$ 15.00	$ 15.00	$ 15.00	$ 15.00
Earnout measurement period	2 years
Initial stock price threshold \| $ / shares	$ 15.00	$ 15.00	$ 15.00	$ 15.00	$ 15.00	$ 15.00
Earnout period	3 years
Threshold trading days \| D					20
Threshold trading day period \| D					30
DFPH Earnout Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contingent consideration, liability (in shares) \| shares				575,000
Number of tranches		2	2
Earnout period	3 years
Escrow deposit percentage						50.00%
Tranche One [Member] \| Legacy TOI Earnout Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contingent consideration, liability (in shares) \| shares				5,000,000.0
Stock price trigger (in dollars per share) \| $ / shares	$ 12.50	$ 12.50	$ 12.50	$ 12.50	$ 12.50	$ 12.50
Tranche Two [Member] \| Legacy TOI Earnout Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contingent consideration, liability (in shares) \| shares				7,500,000
Cumulative Effect, Period of Adoption, Adjustment \| Subsequent events
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use assets										$ 15,800
Operating lease, liability										$ 17,100

Significant Risks and Uncertainties Including Business and Credit Concentrations - Additional Information (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
1% Paycheck Protection Program Loan, due May 13, 2022
Debt Instrument [Line Items]
Proceeds from unsecured loan	$ 4,993		$ 4,993
Centers for Medicare and Medicaid Services
Debt Instrument [Line Items]
Maximum percentage of accelerated payment amount	100		100
Proceeds from unsecured loan	$ 2,727		$ 2,727
Provider Relief Funding
Debt Instrument [Line Items]
Proceeds from unsecured loan	$ 0	$ 1,023	$ 1,023	$ 978

Significant Risks and Uncertainties Including Business and Credit Concentrations - Revenue Concentration Risk (Details) - Customer concentration	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Percentage of Net Revenue: \| Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	16.00%	17.00%	17.00%	15.00%
Percentage of Net Revenue: \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	17.00%	13.00%	14.00%	15.00%
Percentage of Gross Receivables: \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	21.00%	19.00%	19.00%	11.00%
Percentage of Gross Receivables: \| Payor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	13.00%	14.00%	14.00%	21.00%

Significant Risks and Uncertainties Including Business and Credit Concentrations - Vendor Concentration Risk (Details) - Supplier Concentration	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Cost of Goods and Service Benchmark \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	51.00%	48.00%	50.00%	55.00%
Cost of Goods and Service Benchmark \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	47.00%	50.00%	48.00%	45.00%
Gross Payables \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	28.00%		39.00%	42.00%
Gross Payables \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	55.00%		47.00%	48.00%
Gross Payables \| All other
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	17.00%		14.00%	10.00%

Accounts Receivable and Notes Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 24,513	$ 20,007	$ 17,146
Oral drug accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	2,535	2,097	2,308
Capitated accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	721	665	353
FFS accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	15,518	12,530	10,962
Clinical trials accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	1,849	1,823	1,719
Other trade receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 3,890	$ 2,892	$ 1,804

Accounts Receivable and Notes Receivable - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Feb. 26, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, writeoff		$ 177	$ 0	$ 48	$ 4,233
Accounts receivable, recovery		$ 23	$ 0	$ 465	$ 0
Management Services Agreement
Accounts, Notes, Loans and Financing Receivable [Line Items]
Principal amount of notes issued	$ 7,500
Annual straight-line forgiveness term	5 years
Annual forgiveness amount	$ 1,500

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 55,161	$ 48,580	$ 203,003	$ 187,515
Patient services
Disaggregation of Revenue [Line Items]
Total operating revenue	35,057	29,622	124,074	116,817
Capitated revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	14,516	12,330	54,285	37,381
FFS revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	20,541	17,292	69,789	79,436
Dispensary revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	18,679	17,618	72,550	63,890
Clinical research trials and other revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 1,425	$ 1,340	$ 6,379	$ 6,808

- Definition

+ References

+ Details

Revenue - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Contract with customer, asset	$ 0	$ 0
Contract liabilities	$ 220,000	$ 220,000	$ 370,000

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Total inventories	$ 7,770	$ 6,438	$ 4,354
Oral drug inventory
Inventory [Line Items]
Total inventories	2,787	1,484	1,414
IV drug inventory
Inventory [Line Items]
Total inventories	$ 4,983	$ 4,954	$ 2,940

Fair Value Measurements and Hierarchy - Summary of Carrying Amounts of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financial assets:
Cash and restricted cash	$ 95,534	$ 115,174	$ 5,998
Accounts receivable	24,513	20,007	17,146
Other receivables	1,279	1,237	113
Financial liabilities:
Accounts payable	12,596	15,559	12,643
Derivative Warrant Liability
Financial liabilities:
Derivative warrant liabilities	3,654	2,193	0
Derivative Earnout
Financial liabilities:
Derivative warrant liabilities	$ 20,578	$ 60,018	$ 0

Fair Value Measurements and Hierarchy - Liabilities of Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2021	$ 2,193	$ 0
Liability acquired as part of Business Combination		5,879
Decrease in fair value included in other expense	1,461	(3,686)
Balance at March 31, 2022	3,654	2,193
Derivative Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2021	60,018	0
Liability acquired as part of Business Combination		84,909
Decrease in fair value included in other expense	(39,440)	(24,891)
Balance at March 31, 2022	$ 20,578	$ 60,018

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net
Less: accumulated depreciation	$ (2,294)	$ (1,984)	$ (1,158)
Total property and equipment, net	$ 4,909	$ 4,192	2,104
Computers and software
Property and Equipment, Net
Useful lives	60 months	60 months
Property and equipment, gross	$ 1,144	$ 961	423
Office furniture
Property and Equipment, Net
Useful lives	80 months	80 months
Property and equipment, gross	$ 378	$ 343	271
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 4,168	$ 3,387	1,685
Medical equipment
Property and Equipment, Net
Useful lives	60 months	60 months
Property and equipment, gross	$ 885	$ 805	515
Construction in progress
Property and Equipment, Net
Property and equipment, gross	$ 423	518	205
Equipment capital lease assets
Property and Equipment, Net
Property and equipment, gross		$ 162	$ 163

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 314	$ 165	$ 826	$ 691

Accrued Expenses and Other Current and Non-Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Compensation, including bonuses, fringe benefits, and payroll taxes	$ 4,186	$ 3,325	$ 4,210
Deferred revenue and refund liabilities		592	3,379
Directors and officers insurance premiums	5,057	5,009	0
Deferred acquisition consideration	2,050	2,359	50
Other liabilities	3,003	2,639	1,813
Total accrued expenses and other current liabilities	$ 14,516	$ 13,924	$ 9,452

Accrued Expenses and Other Current and Non-Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued insurance	$ 6,785	$ 8,020
Accrued insurance, noncurrent	1,728	3,011
Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Deferred	$ 2,309	$ 2,109

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Lease expense	$ 4,281	$ 3,680
Minimum
Capital Leased Assets [Line Items]
Monthly payments	1
Maximum
Capital Leased Assets [Line Items]
Monthly payments	$ 36

Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Machinery and equipment	$ 162	$ 163
Accumulated amortization	(69)	(38)
Property, plant, and equipment, net	93	125
Current installments of obligations under capital leases	33	31
Long-term portion of obligations under capital leases	63	97
Total capital lease obligations	$ 96	$ 128

Debt- Short-term Debt and Current Portion of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Nov. 12, 2021	Dec. 31, 2020	May 13, 2020	May 02, 2020
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt	$ 183		$ 5,368
1% Paycheck Protection Program Loan, due May 13, 2022 \| Notes Payable to Banks
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt	0		$ 2,000	$ 2,000
Interest rate			1.00%	1.00%
1% Small Business Administration Loan, due May 2, 2022 \| Notes Payable to Banks
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt	0		$ 2,993		$ 2,993
Interest rate			1.00%		1.00%
1% Paycheck Protection Program Loan, due October 24, 2026 \| Notes Payable to Banks
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt	$ 183	$ 183	$ 0
Interest rate	1.00%	1.00%
Term Loan \| Notes Payable to Banks
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt	$ 0		$ 375

Debt - Long-term Debt, Net of Unamortized Debt Issuance Costs and Current Portion (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 0	$ 283
Current portion of term loan payable, net of debt issuance costs	$ 0	183	5,368
Long-term debt, net of unamortized debt issuance costs and current portion		0	6,561
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025		0	7,219
Unamortized debt issuance costs		0	283
Current portion of term loan payable, net of debt issuance costs		$ 0	$ 375

Debt - Additional Information (Details) $ in Thousands		3 Months Ended		12 Months Ended
Debt - Additional Information (Details) $ in Thousands	Feb. 26, 2020 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) loan	Dec. 31, 2020 USD ($)	Nov. 12, 2021 USD ($)	Jun. 18, 2021 USD ($)	Feb. 12, 2021 USD ($)	May 13, 2020 USD ($)	May 02, 2020 USD ($)
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt				$ 183	$ 5,368
Amount borrowed		$ 0	$ 2,500
Net debt issuance costs				0	283
Amortization of the debt issuance costs		$ 0	$ 18	53	60
Line of Credit
Debt Instrument [Line Items]
Aggregate principal amount	$ 10,000						$ 9,000
Available borrowing capacity					2,500
Secured Debt \| Line of Credit
Debt Instrument [Line Items]
Amount borrowed					7,500
Outstanding principal balance paid				$ 2,000
Secured Debt \| Line of Credit \| Quarterly, June 30, 2020 to December 31, 2023
Debt Instrument [Line Items]
Repayments in quarterly installments	94
Secured Debt \| Line of Credit \| Quarterly, Thereafter December 31, 2023
Debt Instrument [Line Items]
Repayments in quarterly installments	$ 188
Paycheck Protection Program \| Notes Payable to Banks
Debt Instrument [Line Items]
Number of PPP loans \| loan				2
1% Small Business Administration Loan, due May 2, 2022 \| Notes Payable to Banks
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt				$ 0	$ 2,993					$ 2,993
Interest rate					1.00%					1.00%
1% Paycheck Protection Program Loan \| Notes Payable to Banks
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt				0	$ 2,000				$ 2,000
Interest rate					1.00%				1.00%
Paycheck Protection Program Loan Due May 4 2022 \| Notes Payable to Banks
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt								$ 149
Interest rate								1.00%
1% Paycheck Protection Program Loan, due October 24, 2026 \| Notes Payable to Banks
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt				$ 183	$ 0	$ 183
Interest rate				1.00%		1.00%
Credit Agreement \| Secured Debt \| Line of Credit
Debt Instrument [Line Items]
Interest paid				$ 224	$ 227

Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Current
U.S. federal			$ (180)	$ 882
State and local			750	29
Total current			570	851
Deferred
U.S. federal			(904)	(919)
State and local			(338)	(425)
Total deferred	$ 180	$ 221	(1,242)	(1,344)
Total U.S. federal			(1,084)	(97)
Total State and local			413	(396)
Income tax (benefit) expense	$ 180	$ 218	$ (671)	$ (493)

Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax at federal statutory rate			$ (2,436)	$ (3,111)
State tax, net federal benefit			(241)	(982)
Meals and entertainment			11	0
Transaction costs			349	0
Fines and penalties			28	0
Stock based compensation			(122)	0
Warrant expense			(774)	0
Earnout expense			(5,227)	0
PPP loan forgiveness			(1,058)	0
162(m) Analysis			1,717	0
Change in valuation allowance			6,941	3,597
Other			141	3
Income tax (benefit) expense	$ 180	$ 218	$ (671)	$ (493)

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Deferred rent	$ 173	$ 108
Accrued Expenses	606	770
Net operating loss carryforwards	12,686	2,529
Management fees (the Practice)	0	1,828
Impaired assets	1,751	2,086
Deferred revenue	77	182
Stock based compensation	1,088	69
Total gross deferred tax assets	16,381	7,572
Valuation allowance	(14,719)	(5,451)
Net deferred tax assets	1,662	2,121
Deferred tax liabilities:
Property, plant, and equipment	(706)	(331)
Intangibles	(1,327)	(1,575)
Intangibles	0	(1,828)
Total gross deferred liabilities	(2,033)	(3,734)
Net deferred tax liabilities	$ (371)	$ (1,613)

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance for deferred tax assets	$ (14,719)	$ (5,451)
Net change in the total valuation allowance	9,268	3,597
Gross deferred tax assets	16,381	$ 7,572
Federal
Operating Loss Carryforwards [Line Items]
Valuation allowance for deferred tax assets	(10,457)
Net operating loss carryforwards	44,077
Federal \| Affiliated Entity
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	35,839
Federal \| TOI Parent
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	8,238
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	42,281
State \| Affiliated Entity
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	35,657
State \| TOI Parent
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	6,624
State \| CALIFORNIA
Operating Loss Carryforwards [Line Items]
Valuation allowance for deferred tax assets	(4,128)
State \| FLORIDA
Operating Loss Carryforwards [Line Items]
Valuation allowance for deferred tax assets	$ (134)

Income Taxes - Unrecognized tax benefits rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance of unrecognized tax benefits	$ 1,903	$ 1,903
Additions based on tax positions related to the current year	0	0
Reductions based on tax positions of prior years	(1,804)	0
Reductions due to lapse of applicable statute of limitation	0	0
Settlements	0	0
Ending balance of unrecognized tax benefits	$ 99	$ 1,903

Stockholders' Equity - Additional Information (Details)								3 Months Ended		11 Months Ended	12 Months Ended
Stockholders' Equity - Additional Information (Details)	Dec. 12, 2021 $ / shares shares	Dec. 12, 2021 USN ($) $ / shares shares	Dec. 12, 2021 D $ / shares shares	Nov. 12, 2021 Vote	Nov. 06, 2020 Vote shares	Sep. 14, 2018 Vote	Sep. 10, 2018 $ / shares shares	Mar. 31, 2022 USD ($) Vote $ / shares shares	Mar. 31, 2021 USD ($) person shares	Dec. 11, 2021 shares	Dec. 31, 2021 USD ($) Vote $ / shares shares	Dec. 31, 2020 USD ($) person shares	Nov. 11, 2021 shares
Common and Preferred Shares
Common stock, shares authorized (in shares)					400,000		20,000	500,000,000			500,000,000
Common shares, par value (in usd per share) \| $ / shares								$ 0.0001			$ 0.0001
Common stock, shares outstanding (in shares)								73,276,230			73,249,042
Recapitalization exchange ratio				591
Number of common stock, vote per share \| Vote				1				1			1
Dividends, common stock \| $								$ 0			$ 0
Preferred stock, shares authorized (in shares)								10,000,000			10,000,000
Preferred stock, par value (in usd per share) \| $ / shares								$ 0.0001			$ 0.0001
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares											$ 0.0001
Preferred stock, shares outstanding (in shares)								163,510			163,510	0
Shares issued upon conversion (in shares)								100			100
Threshold number of business days before sending notice of redemption to warrant holders \| D			3
Number of shares authorized (in shares)					420,000		30,000
Number of option holders \| person												1
Number of accredited investors \| person									3
Preferred stock, shares issued (in shares)								163,510			163,510	0
Common stock
Common and Preferred Shares
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued (in shares)											0
Common share split					10
2019 Non-Qualified Stock Option Plan
Common and Preferred Shares
Common stock, shares outstanding (in shares)												100
Public and Private Warrants
Common and Preferred Shares
Term from closing of IPO	30 days
Warrants term	5 years	5 years	5 years
Public Warrants
Common and Preferred Shares
Number of securities called by each warrant (in shares)	1	1	1
Warrants price per share (in usd per share) \| $ / shares	$ 11.50	$ 11.50	$ 11.50
Warrant redemption maximum Common share price (in dollars per share) \| $ / shares	18.00	$ 18.00	$ 18.00
Threshold trading days		20	20
Threshold consecutive trading days		30	30
Warrants price per share (in usd per share) \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Series A Preferred Shares
Common and Preferred Shares
Preferred stock, shares authorized (in shares)					20,000		10,000
Preferred stock, par value (in usd per share) \| $ / shares							$ 0.001
Preferred stock, shares outstanding (in shares)												10,000	11,451
Common stock issued in connection with the Business Combination (refer to Note 1) and Legacy TOI preferred stock issued (in shares)							10,000		1,451	1,451
Preferred shares, number of votes per share \| Vote					10	1
Cumulative dividends (as a percent)					6.00%
Liability associated with accrued dividends \| $												$ 0
Dividends in arrears \| $												$ 6,884,000
Proceeds from issuance of redeemable preferred stock \| $									$ 20,000,000
Preferred stock, shares issued (in shares)												10,000	11,451

Stockholders' Equity - Assumptions used in the OPM and CSE models (Details) $ in Thousands	Dec. 31, 2021 USD ($) Y
Common-stock equivalent method \| Total equity value (in thousands)
Assumptions used in the OPM and CSE models
Equity Securities, FV-NI	$ 56,206
Series A Preferred Shares \| Option-pricing method \| Time to liquidity
Assumptions used in the OPM and CSE models
Equity securities, measurement input \| Y	4.15
Series A Preferred Shares \| Option-pricing method \| Total equity value (in thousands)
Assumptions used in the OPM and CSE models
Equity Securities, FV-NI	$ 82,000
Series A Preferred Shares \| Option-pricing method \| Dividend yield
Assumptions used in the OPM and CSE models
Equity securities, measurement input	0.0
Series A Preferred Shares \| Option-pricing method \| Volatility
Assumptions used in the OPM and CSE models
Equity securities, measurement input	40.0
Series A Preferred Shares \| Option-pricing method \| Risk-free rate
Assumptions used in the OPM and CSE models
Equity securities, measurement input	0.3
Series A Preferred Shares \| Common-stock equivalent method \| Time to liquidity
Assumptions used in the OPM and CSE models
Equity securities, measurement input \| Y	4.15
Series A Preferred Shares \| Common-stock equivalent method \| Total equity value (in thousands)
Assumptions used in the OPM and CSE models
Equity securities, measurement input	82,000

Share-Based Compensation - Additional Information (Details) - USD ($)		2 Months Ended	3 Months Ended		12 Months Ended
	Nov. 12, 2021	Dec. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Nov. 06, 2020	Dec. 31, 2019	Jan. 02, 2019
Share-based Compensation Arrangement by Share-based Payment Award
Accelerated vesting	3,724
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Term of award			10 years		10 years
Maximum total number of common shares for which Stock Options may be granted (in shares)							15,640		13,640
Number of shares outstanding (in shares)	11,850	6,921,180	8,115,141	8,706,158	6,921,180	8,683,952		5,823,369
Share options exchanged (in shares)	6,925,219
Compensation costs recognized			$ 3,255,000	$ 42,000	$ 1,775,000	$ 1,775,000
Compensation issued or replaced						151,000
Cash used to settle award		$ 20,597,000
Accelerated cost	$ 19,953,000
Unrecognized compensation cost		$ 33,153,000	$ 28,445,000		$ 33,153,000	$ 492,000
Unrecognized compensation cost expected to be recognized over a weighted average period			2 years 7 months 2 days		2 years 11 months 23 days	3 years 18 days
Total fair value of common shares vested			$ 2,198,000	$ 537,000	$ 1,349,000	$ 98,000
Stock options \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options				25.00%
Stock options \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options				75.00%
Restricted Stock Units And Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award
Unrecognized compensation cost expected to be recognized over a weighted average period					3 years
Number of shares outstanding (in shares)		1,291,492	1,991,728		1,291,492
Unrecognized compensation expense		$ 13,541,000			$ 13,541,000	1,160,000
Vested in period (in shares)			27,188
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares outstanding (in shares)	2,210
Compensation costs recognized				$ 0		$ 0
Number of shares outstanding (in shares)	2,210	1,291,492		1,390,839	1,291,492	1,390,839		543,475
Vested in period (in shares)				0
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Share options exchanged (in shares)	1,291,492
Compensation costs recognized		$ 640,000	$ 1,491,000
Unrecognized compensation cost expected to be recognized over a weighted average period			2 years 7 months 9 days
Weighted average grant date fair value (in dollars per share)	$ 10.98		$ 7.09	$ 10.98
Unrecognized compensation expense			$ 17,207,000
Vested in period (in shares)			27,188		0
RSUs \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options			16.67%		16.67%
RSUs \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options			83.33%		83.33%
Employees Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized			$ 3,807,000		$ 2,166,000
Unrecognized compensation cost expected to be recognized over a weighted average period			7 months 13 days		10 months 2 days
Number of shares outstanding (in shares)		1,602,435	1,560,857		1,602,435
Unrecognized compensation expense		$ 9,685,000	$ 5,324,000		$ 9,685,000
Employees Earnout Shares \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average grant date fair value (in dollars per share)	8.35
Employees Earnout Shares \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average grant date fair value (in dollars per share)	$ 6.76
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Common stock, outstanding basis, percentage					7.00%
Stock options, maximum outstanding (in shares)		634,067			634,067
Number of shares available for grant (in shares)		7,722,417			7,722,417	399,900
2021 Plan \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Maximum total number of common shares for which Stock Options may be granted (in shares)			5,318,054
Common stock, outstanding basis, percentage					4.00%
2021 Plan \| Employees Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Maximum number of shares available for issuance (in shares)		1,178,065			1,178,065
2020 sales Bonus Plan
Share-based Compensation Arrangement by Share-based Payment Award
Cash used to settle award			$ 635,000		$ 635,000

Share-Based Compensation - weighted average assumptions used in the Black-Scholes-Merton option-pricing model (Details)		3 Months Ended		12 Months Ended
	Nov. 12, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Stock options
Valuation assumptions:
Expected volatility		35.00%
Expected volatility, minimum			38.60%	35.00%	35.00%
Expected volatility, maximum			40.20%	40.20%	40.20%
Risk-free interest rate, minimum		2.33%	0.76%	0.76%	0.51%
Risk-free interest rate, maximum		2.44%	1.12%	1.30%	2.62%
Expected term (years)			7 years	7 years
Employees Earnout Shares
Valuation assumptions:
Expected dividend yield	0.00%
Expected volatility	35.00%
Risk-free interest rate	0.85%

Share-Based Compensation - Stock option activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Balance at the beginning (in shares)	6,921,180	8,683,952	8,683,952	5,823,369
Granted (in shares)	1,385,108	407,903	1,182,218	4,190,067
Exercise (in shares)			(2,175,986)	(58,439)
Forfeited (in shares)	(190,621)	(385,697)	(769,004)	(1,271,045)
Expired (in shares)	526
Balance at the end (in shares)	8,115,141	8,706,158	6,921,180	8,683,952
Vested options exercisable at the end (in shares)	1,858,885	1,014,914	1,821,909	742,174
Weighted average exercise price
Balance at the beginning (in dollars per share)	$ 0.88	$ 0.85	$ 0.85	$ 0.85
Granted (in dollars per share)	7.09	0.86	1.08	0.86
Exercised (in dollars per share)			0.87	0.85
Forfeited (in dollars per share)	1.23	0.86	0.87	0.85
Balance at the end (in dollars per share)	1.94	0.85	0.88	0.85
Vested options exercisable at the end (in dollars per share)	$ 0.86	$ 0.85	$ 0.87	$ 0.85
Weighted average remaining contractual term and aggregate intrinsic value
Balance at the end (in years)	8 years 10 months 13 days	8 years 8 months 23 days	8 years 11 months 1 day	8 years 11 months 8 days
Vested options exercisable at the end (in years)	7 years 6 months 29 days	8 years 1 month 24 days	7 years 9 months 10 days	8 years 3 months
Aggregate intrinsic value (in thousands)	$ 42,151	$ 80	$ 61,379
Vested Options Exercisable	$ 11,662	$ 0	$ 16,185

Share-Based Compensation - RSAs (Details) - shares	3 Months Ended		12 Months Ended
Share-Based Compensation - RSAs (Details) - shares	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Restricted Stock Units And Restricted Stock Awards
Number of shares
Balance at the beginning (in shares)	1,291,492
Granted (in shares)	727,424
Forfeited (in shares)	0
Balance at the end (in shares)	1,991,728		1,291,492
Restricted Stock Awards
Number of shares
Balance at the beginning (in shares)	1,291,492	1,390,839	1,390,839	543,475
Granted (in shares)		0		1,098,651
Forfeited (in shares)		0	(99,347)	(251,287)
Balance at the end (in shares)		1,390,839	1,291,492	1,390,839
Employees Earnout Shares
Number of shares
Balance at the beginning (in shares)	1,602,435
Granted (in shares)	0		1,603,322
Forfeited (in shares)	(41,578)		(887)
Balance at the end (in shares)	1,560,857		1,602,435

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Number of rental agreements for property	56
Number of rental agreements for medical equipment classified as capital leases	4
Loss contingency payments	$ 350

Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Capital leases
2022	$ 37
2023	37
2024	29
2025	0
2026	0
Thereafter	0
Total minimum lease payments	103
Capital Leases, Future Minimum Payments, Interest Included in Payments	(7)
Present value of net minimum capital lease payments	96
Less current installments of obligations under capital leases	(33)	$ (31)
Obligations under capital leases, excluding current installments	$ 63	$ 97
Capital leases, interest rate	6.00%
Operating leases
2022	$ 4,263
2023	3,946
2024	3,291
2025	2,718
2026	1,954
Thereafter	1,044
Total minimum lease payments	$ 17,216

Business Combinations - Additional Information (Details) $ / shares in Units, $ in Thousands													3 Months Ended		12 Months Ended
	Dec. 12, 2021 USD ($) shares	Dec. 09, 2021 USD ($) installment	Nov. 19, 2021 USD ($) installment	Nov. 12, 2021 USD ($) $ / shares shares	Nov. 12, 2021 USD ($) $ / shares shares	Nov. 12, 2021 USD ($) installment $ / shares shares	Nov. 12, 2021 USD ($) USN ($) $ / shares shares	Nov. 12, 2021 USD ($) $ / shares shares	Nov. 12, 2021 USD ($) Vote $ / shares shares	Jun. 28, 2021 USD ($) $ / shares shares	May 01, 2021 USD ($)	Feb. 12, 2021 USD ($) installment	Mar. 31, 2022 USD ($) Vote $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) item Vote $ / shares shares	Dec. 31, 2020 USD ($) shares
Business Acquisition [Line Items]
Number of businesses acquired \| item															5
Number of asset acquisition \| item															1
Sale of stock, price per share (in usd per share) \| $ / shares										$ 10.00
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				$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Cash acquired through reverse recapitalization					$ 166,584
Proceeds from recapitalization transaction, exclusive of transaction costs					333,946										$ 333,946	$ 0
Payments As A Result Of Recapitalization Transaction					$ 167,510										$ 167,510	$ 0
Reverse recapitalization expenses	$ 39,914
Accrued reverse recapitalization costs	$ 6,769
Number of common stock, vote per share \| Vote									1				1		1
Recapitalization exchange ratio				591	591	591	591	591	591
Adjustments to additional paid in capital, reverse recapitalization				$ 142,557	$ 142,557	$ 142,557	$ 142,557	$ 142,557	$ 142,557
Preferred stock, shares authorized (in shares) \| shares													10,000,000		10,000,000
Preferred stock, par value (in usd per share) \| $ / shares													$ 0.0001		$ 0.0001
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares															$ 0.0001
Preferred stock, shares issued (in shares) \| shares													163,510		163,510	0
Preferred stock, shares outstanding (in shares) \| shares													163,510		163,510	0
Pro forma combined revenue															$ 3,023	$ 202,316
Net loss															1,454	(12,195)
Acquisition and integration expenses paid														$ 76	476
Common stock
Business Acquisition [Line Items]
Sale of stock issued (in shares) \| shares										17,500,000
Preferred stock
Business Acquisition [Line Items]
Sale of stock issued (in shares) \| shares										100,000
Public Warrants
Business Acquisition [Line Items]
Number of securities called by each warrant (in shares) \| shares	1
Derivative Warrant Liability
Business Acquisition [Line Items]
Class of warrant forfeited (in warrants) \| shares				555,791	555,791	555,791	555,791	555,791	555,791
Legacy TOI Earnout Shares
Business Acquisition [Line Items]
Contingent consideration, liability (in shares) \| shares								12,500,000
Oncology Association PA
Business Acquisition [Line Items]
Fair value of total consideration transferred											$ 500
Weighted average useful life											10 years
Raiker Acquisition
Business Acquisition [Line Items]
Total consideration transferred												$ 1,710
Cash												892
Deferred consideration												$ 818
Number of installments \| installment												2
Tax deductible goodwill													$ 1,454		1,453
Grant Acquisition
Business Acquisition [Line Items]
Total consideration transferred					$ 1,049
Cash					849
Deferred consideration					200
Number of installments \| installment						2
Tax deductible goodwill													550		550
Weighted average useful life				10 years
Orr Acquisition
Business Acquisition [Line Items]
Total consideration transferred					1,016
Cash					816
Deferred consideration					$ 200
Number of installments						2	2
Tax deductible goodwill													837		837
Weighted average useful life				10 years
Dave Acquisition
Business Acquisition [Line Items]
Total consideration transferred			$ 2,750
Cash			2,000
Deferred consideration			$ 750
Number of installments \| installment			3
Tax deductible goodwill													2,645		2,645
Yang Acquisition
Business Acquisition [Line Items]
Total consideration transferred		$ 7,115
Cash		4,615
Deferred consideration		$ 2,500
Number of installments \| installment		2
Tax deductible goodwill													$ 6,913		$ 6,913
Weighted average useful life		10 years
Manuel Zevallos, MD
Business Acquisition [Line Items]
Cash																100
Deferred consideration																$ 50

Business Combinations - Summary of fair value of assets acquired and liabilities assumed as part of the Acquisition (Details) - USD ($) $ in Thousands					12 Months Ended
	Dec. 09, 2021	Nov. 19, 2021	Nov. 12, 2021	Feb. 12, 2021	Dec. 31, 2021	Mar. 31, 2022	Dec. 31, 2020
Estimated fair value of assets acquired and liabilities assumed:
Goodwill					$ 26,626	$ 26,626	$ 14,227
2021 Acquisitions
Business Acquisition [Line Items]
Cash					9,172
Deferred					4,468
Fair value of total consideration transferred					13,640
Estimated fair value of assets acquired and liabilities assumed:
Cash					65
Accounts receivable					581
Inventory					242
Property and equipment, net					67
Clinical contracts					745
Goodwill					12,399
Total assets acquired					14,099
Accounts payable					120
Accrued liabilities					7
Current portion of long term debt					332
Total liabilities assumed					459
Net assets acquired					$ 13,640
Raiker Acquisition
Business Acquisition [Line Items]
Cash				$ 892
Deferred				818
Fair value of total consideration transferred				1,710
Estimated fair value of assets acquired and liabilities assumed:
Cash				65
Accounts receivable				398
Inventory				62
Property and equipment, net				0
Clinical contracts				0
Goodwill				1,454
Total assets acquired				1,979
Accounts payable				120
Accrued liabilities				0
Current portion of long term debt				149
Total liabilities assumed				269
Net assets acquired				$ 1,710
Grant Acquisition
Business Acquisition [Line Items]
Cash			$ 849
Deferred			200
Fair value of total consideration transferred			1,049
Estimated fair value of assets acquired and liabilities assumed:
Cash			0
Accounts receivable			0
Inventory			49
Property and equipment, net			0
Clinical contracts			450
Goodwill			550
Total assets acquired			1,049
Accounts payable			0
Accrued liabilities			0
Current portion of long term debt			0
Total liabilities assumed			0
Net assets acquired			1,049
Orr Acquisition
Business Acquisition [Line Items]
Cash			816
Deferred			200
Fair value of total consideration transferred			1,016
Estimated fair value of assets acquired and liabilities assumed:
Cash			0
Accounts receivable			183
Inventory			16
Property and equipment, net			13
Clinical contracts			150
Goodwill			837
Total assets acquired			1,199
Accounts payable			0
Accrued liabilities			0
Current portion of long term debt			183
Total liabilities assumed			183
Net assets acquired			$ 1,016
Dave Acquisition
Business Acquisition [Line Items]
Cash		$ 2,000
Deferred		750
Fair value of total consideration transferred		2,750
Estimated fair value of assets acquired and liabilities assumed:
Cash		0
Accounts receivable		0
Inventory		0
Property and equipment, net		35
Clinical contracts		77
Goodwill		2,645
Total assets acquired		2,757
Accounts payable		0
Accrued liabilities		7
Current portion of long term debt		7
Total liabilities assumed		7
Net assets acquired		$ 2,750
Yang Acquisition
Business Acquisition [Line Items]
Cash	$ 4,615
Deferred	2,500
Fair value of total consideration transferred	7,115
Estimated fair value of assets acquired and liabilities assumed:
Cash	0
Accounts receivable	0
Inventory	115
Property and equipment, net	19
Clinical contracts	68
Goodwill	6,913
Total assets acquired	7,115
Accounts payable	0
Accrued liabilities	0
Current portion of long term debt	0
Total liabilities assumed	0
Net assets acquired	$ 7,115

Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Combinations [Abstract]
Revenue	$ 3,023	$ 202,316
Net loss	$ 1,454	$ (12,195)

Variable Interest Entities - Summary of Consolidated Financial Statements of VIEs (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and restricted cash	$ 95,534	$ 115,174	$ 27,412	$ 5,998	$ 2,446
Accounts receivable	24,513	20,007		17,146
Other receivables	1,279	1,237		113
Inventories, net	7,770	6,438		4,354
Prepaid expenses	10,744	11,200		2,109
Total current assets	139,840	154,056		29,720
Other assets	332	320		122
Intangible assets, net	17,572	18,245		19,516
Goodwill	26,626	26,626		14,227
Total assets	206,512	203,439	$ 203,439	65,689
Current portion of long-term debt
Accounts payable	12,596	15,559		12,643
Income taxes payable	132	132		1,144
Accrued expenses and other current liabilities	14,516	13,924		9,452
Current portion of long-term debt	0	183		5,368
Total current liabilities	31,521	29,798		28,607
Other non-current liabilities	3,801	6,900		807
Deferred income taxes liability	551	371		1,613
Total liabilities	74,514	99,280		37,588
Variable interest entity
Current assets:
Cash and restricted cash	2,248	1,618		20
Accounts receivable	24,513	20,007		17,146
Other receivables	1,028	935		49
Inventories, net	7,770	6,438		4,354
Prepaid expenses	1,146	781		719
Total current assets	36,705	29,779		22,288
Other assets	273	276		201
Intangible assets, net	1,120	1,181		0
Goodwill	11,096	11,096		150
Total assets	49,238	42,332		22,639
Current portion of long-term debt
Accounts payable	11,876	14,204		11,953
Income taxes payable	132	132		0
Accrued expenses and other current liabilities	5,228	5,539		6,039
Current portion of long-term debt		183		2,000
Amounts due to affiliates	76,960	56,312		19,883
Total current liabilities	94,196	76,370		39,875
Other non-current liabilities	1,917	3,203		551
Deferred income taxes liability	16	6		0
Total liabilities	$ 96,129	$ 79,579		$ 40,426

Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Variable Interest Entities
Net loss attributable to TOI	$ (19,286)	$ 996	$ 10,927	$ 14,322
Variable interest entity
Variable Interest Entities
Net loss attributable to TOI	(19,286)	(996)	10,927	14,322
Net loss attributable to noncontrolling interest	$ 0	$ 0	$ 0	$ 0

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 26,479	$ 26,479	$ 25,234
Accumulated amortization	(8,907)	(8,234)	(5,718)
Net carrying amount	$ 17,572	$ 18,245	$ 19,516
Payor contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 19,400	$ 19,400	$ 18,900
Accumulated amortization	(6,623)	(6,152)	(4,283)
Net carrying amount	$ 12,777	$ 13,248	$ 14,617
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 4,170	$ 4,170	$ 4,170
Accumulated amortization	(1,451)	(1,350)	(945)
Net carrying amount	$ 2,719	$ 2,820	$ 3,225
Clinical contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	9 years	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 2,909	$ 2,909	$ 2,164
Accumulated amortization	(833)	(732)	(490)
Net carrying amount	$ 2,076	$ 2,177	$ 1,674

Goodwill and Intangible Assets - Aggregate Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Year ending December 31:
2022	$ 2,011	$ 2,684
2023	2,639	2,639
2024	2,639	2,639
2025	2,639	2,639
2026	2,617	2,617
Thereafter	5,027	5,027
Total	$ 17,572	$ 18,245	$ 19,516

Goodwill and Intangible Assets - Aggregate amortization expense - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Total segment amortization	$ 673	$ 612	$ 2,516	$ 2,487

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill	$ 26,626	$ 26,626	$ 14,227
Patient services
Goodwill [Line Items]
Goodwill	21,443	21,443	9,044
Dispensary
Goodwill [Line Items]
Goodwill	4,551	4,551	4,551
Clinical trials & other
Goodwill [Line Items]
Goodwill	$ 632	$ 632	$ 632

Goodwill and Intangible Assets - Changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Gross goodwill		$ 26,626	$ 14,227	$ 14,077
Goodwill acquired during the period	$ 0	12,399	150
Accumulated impairment losses	0	0
Goodwill, net as of March 31 and December 31	$ 26,626	$ 26,626	$ 14,227

Net Loss Per Share - Basic and Diluted Net Loss Per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income (loss) attributable to TOI	$ 19,286	$ (996)	$ (10,927)	$ (14,322)
Weighted average common shares outstanding, basic (in shares)	73,252,365	62,853,419	66,230,606	59,117,723
Weighted average shares outstanding, diluted (in shares)	76,247,966	62,853,419	66,230,606	59,117,723
Net income (loss) per share attributable to common stockholders, basic (in usd per share)	$ 0.22	$ (0.02)	$ (0.16)	$ (0.24)
Net income (loss) per share attributable to common stockholders, diluted (in usd per share)	$ 0.21	$ (0.02)	$ (0.16)	$ (0.24)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 65
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-Subparagraph (e)(4)
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Net Loss Per Share - Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Stock options
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	4,609,124,000	8,706,158,000	6,921,180	8,683,952
RSUs
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	1,991,728,000	1,390,839,000	1,291,492	1,390,839
Earnout Shares
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	1,560,857,000	0	1,602,435	0
Public Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	5,749,986,000	0	5,749,986	0
Private Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	3,177,542,000	0	3,177,542	0

Segment Information - Narrative (Details) - segment	3 Months Ended	12 Months Ended
Segment Information - Narrative (Details) - segment	Mar. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Number of operating segments	3	3
Number of reportable segments	3

Segment Information - Summarized financial information for the Company's segments (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information
Consolidated revenue	$ 55,161	$ 48,580	$ 203,003	$ 187,515
Total segment depreciation expense	314	165	826	691
Total segment amortization	673	612	2,516	2,487
Selling, general and administrative expense	29,806	11,178	83,365	41,898
Non-segment depreciation and amortization	987	777	3,341	3,178
Loss from operations	(18,471)	(1,753)	(45,858)	(8,197)
Operating segments
Segment Reporting Information
Consolidated revenue	55,161	48,580	203,003	187,515
Total segment direct costs	42,839	38,378	162,155	150,636
Total segment depreciation expense	297	156	783	947
Total segment amortization			2,516	2,076
Total segment operating income	11,351	9,433	37,549	33,856
Selling, general and administrative expense			83,365	41,898
Non-segment depreciation and amortization			42	155
Loss from operations	(18,471)	(1,753)	(45,858)	(8,197)
Patient services \| Operating segments
Segment Reporting Information
Consolidated revenue	35,057	29,622	124,074	116,817
Total segment direct costs	27,378	23,086	99,401	95,747
Total segment depreciation expense	250	127	659	940
Total segment amortization	621	560	2,305	1,863
Total segment operating income	6,808	5,849	21,709	18,267
Dispensary \| Operating segments
Segment Reporting Information
Consolidated revenue	18,679	17,618	72,550	63,890
Total segment direct costs	15,324	15,123	62,102	53,907
Total segment depreciation expense			1
Total segment amortization	674	613
Total segment operating income	3,355	2,495	10,447	9,983
Selling, general and administrative expense	29,806	11,178
Clinical trials & other \| Operating segments
Segment Reporting Information
Consolidated revenue	1,425	1,340	6,379	6,808
Total segment direct costs	137	169	652	982
Total segment depreciation expense	47	29	123	7
Total segment amortization	53	53	211	213
Total segment operating income	1,188	1,089	$ 5,393	$ 5,606
Non-segment depreciation and amortization	$ 16	$ 8

Segment Information - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Segment Reporting Information
Total assets	$ 206,512	$ 203,439	$ 203,439	$ 65,689
Non-segment assets
Segment Reporting Information
Total assets	139,537	140,435	140,435	19,437
Patient services \| Operating segments
Segment Reporting Information
Total assets	47,086	44,223	44,223	36,446
Dispensary \| Operating segments
Segment Reporting Information
Total assets	6,172	4,277	4,277	4,319
Clinical trials & other \| Operating segments
Segment Reporting Information
Total assets	$ 13,717	$ 14,504	$ 14,504	$ 5,487

- Definition

+ References

+ Details

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions
Total related party payments	$ 156	$ 41
Affiliated Entity
Related Party Transactions
Total related party payments			$ 744	$ 641
Affiliated Entity \| American Institute of Research
Related Party Transactions
Total related party payments			152	159
Affiliated Entity \| Havencrest Capital Management, LLC
Related Party Transactions
Total related party payments			166	233
Affiliated Entity \| M33 Growth LLC
Related Party Transactions
Total related party payments			353	183
Affiliated Entity \| Mark L. Pacala
Related Party Transactions
Total related party payments				3
Affiliated Entity \| Richy Agajanian MD
Related Party Transactions
Total related party payments			21	24
Affiliated Entity \| Veeral Desai
Related Party Transactions
Total related party payments			$ 52	38
Affiliated Entity \| Roca Partners LLC
Related Party Transactions
Total related party payments				$ 1

Fair Value Measurements and Hierarchy - Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Details)	Mar. 31, 2022 Y $ / shares	Dec. 31, 2021 Y	Dec. 31, 2021 $ / shares	Dec. 31, 2021	Nov. 12, 2021 $ / shares
Unit price \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	7.13		9.75		10.98
Unit price \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	7.13		9.75		10.98
Unit price \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	7.13		9.75		10.98
Term (in years) \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	4.62	4.87	4.87		5.00
Term (in years) \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	1.27	1.87	1.87		2.00
Term (in years) \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	1.75	2.87	2.87		3.00
Volatility \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.3610		12.80	0.1280	19.00
Volatility \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.3500		35.00	0.3500	35.00
Volatility \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.3500		35.00	0.3500	35.00
Risk-free rate \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0241		1.24	0.0124	1.24
Risk-free rate \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0238		0.94	0.0094	0.85
Risk-free rate \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0238			0.0094	0.85
Dividend yield \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.00		0.00	0.00	0.00
Dividend yield \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.00		0.00	0.00	0.00
Dividend yield \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.00		0.00	0.00	0.00
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	0.1320		11.14	0.1114	10.80
Cost of equity \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.1320		11.14	0.1114	10.80