0001628280-23-017229 | 10-Q | XBRL Viewer

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

3 Months Ended

Mar. 31, 2023

The concentration of net revenue on a percentage basis for major payors for the three months ended March 31, 2023 and 2022 are as follows:


	Three Months Ended March 31,
	2023		2022
Percentage of Net Revenue:
Payor A	11	%	16	%
Payor B	15	%	17	%

The concentration of gross receivables on a percentage basis for major payors at March 31, 2023 and December 31, 2022 are as follows:


	March 31, 2023		December 31, 2022
Percentage of Gross Receivables:
Payor B	13	%	13	%
Payor C	10	%	10	%

The concentration of cost of sales on a percentage basis for major vendors for the three months ended March 31, 2023 and 2022 are as follows:


	Three Months Ended March 31,
	2023		2022
Percentage of Cost of Sales:
Vendor A	99	%	51	%
Vendor B	N/A		47	%

The concentration of gross payables on a percentage basis for major payors at March 31, 2023 and December 31, 2022 are as follows:


	March 31, 2023		December 31, 2022
Percentage of Gross Payables:
Vendor A	71	%	66	%

Vendor C	11	%	N/A

Leases - Summary of Lessee, Operating Lease, Liability, Maturity and Finance Lease, Liability, Fiscal Year Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Operating Leases
2023 (remaining nine months)	$ 5,206
2024	6,562
2025	5,947
2026	5,217
2027	4,126
Thereafter	5,181
Total future lease payment	32,239
Less: amount representing interest	(4,349)
Present value of future lease payment (lease liabilities)	27,890
Lease liabilities, current	5,639	$ 5,498
Lease liabilities, noncurrent	22,251	$ 22,060
Finance Leases
2023 (remaining nine months)	63
2024	77
2025	42
2026	39
2027	0
Thereafter	29
Total future lease payment	250
Less: amount representing interest	(26)
Present value of future lease payment (lease liabilities)	224
Lease liabilities, current	73
Lease liabilities, noncurrent	$ 151

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common stock	Preferred stock	Additional paid in capital	Retained Earnings/ (Accumulated Deficit)
Balance at beginning (in shares) at Dec. 31, 2021		73,249,042
Balance at beginning (in shares) at Dec. 31, 2021	163,510		163,510
Balance at beginning at Dec. 31, 2021	$ 104,159	$ 7	$ 0	$ 167,386	$ (63,234)
Changes in Stockholders' Equity
Net income (loss)	19,286				19,286
Issuance of common stock upon vesting of RSUs (in shares)		27,188
Share-based compensation expense	8,553			8,553
Balance at ending (in shares) at Mar. 31, 2022		73,276,230
Balance at ending (in shares) at Mar. 31, 2022			163,510
Balance at ending at Mar. 31, 2022	$ 131,998	$ 7	$ 0	175,939	(43,948)
Balance at beginning (in shares) at Dec. 31, 2022	73,265,621	73,265,621
Balance at beginning (in shares) at Dec. 31, 2022	165,045		165,045
Balance at beginning at Dec. 31, 2022	$ 123,175	$ 7	$ 0	186,250	(63,082)
Changes in Stockholders' Equity
Net income (loss)	(29,998)				(29,998)
Issuance of common stock upon vesting of RSUs (in shares)		488,988
Share-based compensation expense	$ 5,229			5,229
Balance at ending (in shares) at Mar. 31, 2023	73,754,609	73,754,609
Balance at ending (in shares) at Mar. 31, 2023	165,045		165,045
Balance at ending at Mar. 31, 2023	$ 98,406	$ 7	$ 0	$ 191,479	$ (93,080)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://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 https://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 https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Related Party Transactions

Related party payments for the three months ended March 31, 2023 and 2022 were as follows:


(in thousands)		Three Months Ended March 31,
	Type	2023		2022
American Institute of Research	Consulting	$	15	$	40
Karen M Johnson	Board Fees	13		19
Richard Barasch	Board Fees	—		5
Anne M. McGeorge	Board Fees	13		19
Mohit Kaushal	Board Fees	15		19
Ravi Sarin	Board Fees	13		19
Maeve O'Meara	Board Fees	13		19

M33 Growth LLC (Gabe Ling)	Board Fees	13		—
Mark L. Pacala	Board Fees	13		—
Richy Agajanian MD	Clinical Trials	2		16

Total		$	110	$	156

Business Combinations

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combinations

During the year ended December 31, 2022, the Company closed on five business combinations and one asset acquisition. There were no business combinations or asset acquisitions during the three months ended March 31, 2023.

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.

Perkins Practice Acquisition

On April 30, 2022 ("Perkins Acquisition Date"), the Company acquired certain non-clinical assets of California Oncology of the Central Valley Medical Group, Inc., (the “Perkins Practice”) from Christopher Perkins, M.D. (“Dr. Perkins”). Further, TOI CA acquired certain clinical assets of the Perkins Practice from Dr. Perkins. In conjunction with the acquisition, the Company also entered into a Professional Service Agreement with Oncology Associates of Fresno Medical Group, Inc. Intangible assets of $70 were recognized pursuant to the acquisition in the form of trade names of $2,480 and clinical contracts of $70, with weighted average amortization periods of 10 years and 5 years, respectively. The Company transferred cash consideration of $8,920 and contingent consideration of $2,000 to Dr. Perkins for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (April 29, 2023 and 2024, respectively), pending Dr. Perkins' continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Perkins.

The Perkins Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

Parikh Practice Acquisition

On July 22, 2022 ("Parikh Acquisition Date"), the Company acquired certain non-clinical assets of Nutan K. Parikh, M.D., LTD., (the “Parikh Practice”) from Nutan K. Parikh, M.D. (“Dr. Parikh”). Further, TOI CA acquired certain clinical assets of the Parikh Practice from Dr. Parikh. Intangible assets of $20 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 3 years. The Company transferred cash consideration of $1,908 and contingent consideration of $400 to Dr. Parikh for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (July 22, 2023 and 2024, respectively), pending Dr. Parikh's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Parikh.

The Parikh Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

Barreras Practice Acquisition

On August 30, 2022 ("Barreras Acquisition Date"), the Company acquired certain non-clinical assets of Broward Oncology Associates, P.A., (the “Barreras Practice”) from Luis Barreras, M.D. (“Dr. Barreras”). Further, TOI FL acquired certain clinical assets of the Barreras Practice from Dr. Barreras. Intangible assets of $3 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 5 years. The Company transferred cash consideration of $929 and contingent consideration of $250 to Dr. Barreras for the purchase. The contingent cash consideration is to be paid in two equal installments on the first and second anniversary of the transaction closing date (August 30, 2023 and 2024, respectively), pending Dr. Barreras's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Barreras.

The Barreras Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

De La Rosa Costa Practice Acquisition

On October 7, 2022 ("De La Rosa Costa Acquisition Date"), the Company acquired certain non-clinical assets of Pedro De La Rosa Costa, M.D. PA, (the “De La Rosa Costa Practice”) from Pedro U De La Rosa Costa, M.D. (“Dr. De La Rosa Costa”). Further, TOI FL acquired certain clinical assets of the De La Rosa Costa Practice from Dr. De La Rosa Costa. The Company transferred cash consideration of $25 to Dr. De La Rosa Costa for the purchase.

The De La Rosa Costa Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

Hashimi Practice Acquisition

On November 21, 2022 ("Hashimi Acquisition Date"), the Company acquired certain non-clinical assets of Intercommunity Oncology of Chino Hills, A.P.C., Inc., (the “Hashimi Practice”) from Labib Hashimi, M.D. (“Dr. Hashimi”). Further, TOI CA acquired certain clinical assets of the Hashimi Practice from Dr. Hashimi. Intangible assets of $24 were recognized pursuant to the acquisition in the form of clinical contracts with a weighted average amortization period of 5 years. The Company transferred cash consideration of $445 and contingent consideration of $150 to Dr. Hashimi for the purchase. The contingent cash consideration is to be paid in three equal installments on the first, second, and third anniversary of the transaction closing date (November 21, 2023, 2024, and 2025, respectively), pending Dr. Hashimi's continued employment at that time. The contingent consideration is accounted for as post-combination compensation expense to Dr. Hashimi.

The Hashimi Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

Summary of Consideration Transferred

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies we expect to achieve, such as the use of our existing infrastructure to support the added membership, and future economic benefits arising from the assembled workforce. The purchase consideration for the acquisitions has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired including a residual amount of tax deductible goodwill as noted in the provisional fair value table below.

Acquisition costs amounted to $0 and $76 for the three months ended March 31, 2023 and 2022 respectively, 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 identifiable assets acquired and liabilities assumed.


	Acquisition
(in thousands)	Perkins		Parikh		Barreras		De La Rosa Costa		Hashimi		Total
Consideration:
Cash	$	8,920	$	1,908	$	929	$	25	$	445	$	12,227
Deferred	—		—		—		—		—		—
Fair value of total consideration transferred	$	8,920	$	1,908	$	929	$	25	$	445	$	12,227

Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash	$	—	$	—	$	—	$	—	$	—	$	—
Accounts receivable	—		—		—		—		—		—
Inventory	408		307		279		—		95		1,089

Property and equipment, net	123		15		23		—		5		166
Operating right of use assets	447		1,118		83		6		88		1,742
Clinical contracts and noncompetes	70		20		3		—		24		117
Trade names	2,480		—		—		—		—		2,480
Goodwill	5,851		1,566		624		25		321		8,387
Total assets acquired	9,379		3,026		1,012		31		533		13,981
Accounts payable	—		—		—		—		—		—
Current portion of operating lease liabilities	135		169		60		6		26		396
Accrued liabilities	12		—		—		—		—		12
Current portion of long term debt	—		—		—		—		—		—
Operating lease liabilities	312		949		23		—		62		1,346
Total liabilities assumed	459		1,118		83		6		88		1,754
Net assets acquired	$	8,920	$	1,908	$	929	$	25	$	445	$	12,227

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

Summary of Unaudited Supplemental Pro Forma Information

The Company recognized $6,373 cumulative revenue and $258 cumulative net loss in its Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 related to clinical practices acquired in prior years.

Sapra Asset Acquisition

On July 1, 2022 ("Sapra Acquisition Date"), the Company acquired certain clinical assets of Ranjan K. Sapra, M.D. (the “Sapra Practice”) from Ranjan K. Sapra, M.D. (“Dr. Sapra”). The Company transferred cash consideration of $1 to Dr. Sapra for the purchase, which was assigned to property and equipment.

Business Combinations - Additional Information (Details) $ in Thousands							3 Months Ended		12 Months Ended
	Nov. 21, 2022 USD ($) installment	Oct. 07, 2022 USD ($)	Aug. 30, 2022 USD ($) installment	Jul. 22, 2022 USD ($) installment	Jul. 01, 2022 USD ($)	Apr. 30, 2022 USD ($) installment	Mar. 31, 2023 USD ($) asset_acquisition	Mar. 31, 2022 USD ($)	Dec. 31, 2022 business_combination asset_acquisition
Business Acquisition [Line Items]
Number of businesses acquired \| business_combination									5
Number of asset acquisition \| asset_acquisition							0		1
Payment of deferred consideration liability for acquisition							$ 409	$ 409
Acquisition and integration expenses paid							0	$ 76
Sapra
Business Acquisition [Line Items]
Cash consideration					$ 1
Perkins
Business Acquisition [Line Items]
Cash						$ 8,920
Payment of deferred consideration liability for acquisition						$ 2,000
Number of installments \| installment						2
Perkins \| Clinical contracts and noncompetes
Business Acquisition [Line Items]
Intangibles assets acquired						$ 70
Perkins \| Trade names
Business Acquisition [Line Items]
Intangibles assets acquired						$ 2,480
Weighted average useful life						10 years
Perkins \| Clinical contracts and noncompete agreements
Business Acquisition [Line Items]
Intangibles assets acquired						$ 70
Weighted average useful life						5 years
Parikh
Business Acquisition [Line Items]
Weighted average useful life				3 years
Cash				$ 1,908
Payment of deferred consideration liability for acquisition				$ 400
Number of installments \| installment				2
Parikh \| Clinical contracts and noncompetes
Business Acquisition [Line Items]
Intangibles assets acquired				$ 20
Barreras
Business Acquisition [Line Items]
Weighted average useful life			5 years
Cash			$ 929
Payment of deferred consideration liability for acquisition			$ 250
Number of installments \| installment			2
Barreras \| Clinical contracts and noncompetes
Business Acquisition [Line Items]
Intangibles assets acquired			$ 3
De La Rosa Costa
Business Acquisition [Line Items]
Cash		$ 25
De La Rosa Costa \| Clinical contracts and noncompetes
Business Acquisition [Line Items]
Intangibles assets acquired		$ 0
Hashimi
Business Acquisition [Line Items]
Weighted average useful life	5 years
Cash	$ 445
Payment of deferred consideration liability for acquisition	$ 150
Number of installments \| installment	3
Hashimi \| Clinical contracts and noncompetes
Business Acquisition [Line Items]
Intangibles assets acquired	$ 24
Raiker
Business Acquisition [Line Items]
Cumulative revenue							6,373
Cumulative net income (loss)							$ (258)

Variable Interest Entities

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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.


(in thousands)	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and restricted cash	$	1,659	$	1,070
Accounts receivable, net	45,956		39,817
Other receivables	123		220
Inventories, net	10,254		9,262
Prepaid expenses	1,406		841
Total current assets	59,398		51,210
Property and equipment, net	153		168
Other assets	491		441
Intangible assets, net	3,227		3,343
Goodwill	—		15,832
Total assets	$	63,269	$	70,994
Liabilities
Current liabilities:
Accounts payable	$	10,370	$	8,296
Income taxes payable	—		132
Accrued expenses and other current liabilities	6,291		5,129
Current portion of long-term debt	—		—
Amounts due to affiliates	153,410		140,218
Total current liabilities	170,071		153,775
Other non-current liabilities	645		739
Deferred income taxes liability	43		58
Total liabilities	$	170,759	$	154,572

Single physician holders, who are officers of the Company, retain equity ownership in TOI CA, TOI FL and TOI TX, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of TOI CA, TOI FL or TOI TX, however.

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

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


(in thousands)	Three Months Ended March 31,
	2023		2022
Patient services
Capitated revenue	$	16,568	$	14,516
FFS revenue	33,705		20,541
Subtotal	50,273		35,057
Dispensary revenue	24,240		18,679
Clinical research trials and other revenue	1,679		1,425
Total	$	76,192	$	55,161

Leases - Additional Information (Details) $ in Thousands	3 Months Ended
Leases - Additional Information (Details) $ in Thousands	Mar. 31, 2023 USD ($) clinic	Mar. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Operating cash payment from operating leases	$ 1,581	$ 1,145
Number of clinics lease term extensions \| clinic	1
Increase to operating lease liability	$ 491
Increase to operating lease right-of-use asset	500
Increase to rent expense	$ 3
Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term	0 years
Operating cash payment from operating leases	$ 0
Maximum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term	10 years
Operating cash payment from operating leases	$ 60

Share-Based Compensation - Weighted Average Assumptions Used in the Black-Scholes-Merton Option-Pricing Model (Details)		3 Months Ended
	Nov. 12, 2021	Mar. 31, 2023	Mar. 31, 2022
Valuation assumptions:
Expected volatility		64.00%
Risk-free rate		3.40%
Expected term (years)		6 years 3 months
Stock options
Valuation assumptions:
Expected dividend yield		0.00%	0.00%
Expected volatility			35.00%
Risk-free rate, minimum			2.33%
Risk-free rate, maximum			2.44%
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 rate	0.85%

Goodwill and Intangible Assets - Summary of Estimated Aggregate Amortization Expense - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 728	$ 673

Debt - Debt Maturities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023 (remaining nine months)	$ 0
2024	0
2025	0
2026	0
2027	110,000
Total debt	$ 110,000

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

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of March 31, 2023 and December 31, 2022 consist of the following:


(in thousands)	March 31, 2023		December 31, 2022
Compensation, including bonuses, fringe benefits, and payroll taxes	$	4,084	$	5,310
Contract liabilities	875		1,139
Directors and officers insurance premiums	1,728		3,010
Deferred acquisition and contingent consideration (see Note 16)	974		802
Accrued interest	1,076		1,100
Other liabilities	3,508		3,234
Total accrued expenses and other current liabilities	$	12,245	$	14,595

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	March 31, 2023		December 31, 2022
Computers and software	60 months	$	2,251	$	2,139
Office furniture	84 months	681		606
Leasehold improvements	Shorter of lease term or estimated useful life	8,531		6,655
Medical equipment	60 months	1,320		1,138
Construction in progress		738		1,144
Finance lease ROU assets	Shorter of lease term or estimated useful life	371		371
Less: accumulated depreciation		(4,046)		(3,506)
Total property and equipment, net		$	9,846	$	8,547

Segment Information

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Information

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

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


(in thousands)	Three Months Ended March 31,
	2023		2022
Revenue
Patient services	$	50,273	$	35,057
Dispensary	24,240		18,679
Clinical trials & other	1,679		1,425
Consolidated revenue	$	76,192	$	55,161

Direct costs
Patient services	$	42,814	$	27,378
Dispensary	19,145		15,324
Clinical trials & other	134		137
Total segment direct costs	$	62,093	$	42,839

Depreciation expense
Patient services	$	406	$	250
Dispensary	16		—


(in thousands)	Three Months Ended March 31,
	2023		2022
Clinical trials & other	—		47
Total segment depreciation expense	$	422	$	297

Amortization of intangible assets
Patient services	$	675	$	621
Dispensary	—		—
Clinical trials & other	52		53
Total segment amortization	$	727	$	674

Operating income
Patient services	$	6,378	$	6,808
Dispensary	5,079		3,355
Clinical trials & other	1,493		1,188
Total segment operating income	$	12,950	$	11,351

Goodwill impairment charges
Patient services	$	16,235	$	—
Dispensary	—		—
Clinical trials & other	632		—
Total impairment charges	$	16,867	$	—

Selling, general and administrative expense	$	28,830	$	29,806
Non-segment depreciation and amortization	120		16
Total consolidated operating loss	$	(32,867)	$	(18,471)


(in thousands)	March 31, 2023		December 31, 2022
Assets
Patient services	$	70,241	$	64,869
Dispensary	9,872		7,194
Clinical trials & other	11,471		11,496
Non-segment assets	143,049		178,106
Total assets	$	234,633	$	261,665

- 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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Balance as of January 1:		$ 21,418	$ 26,626
Goodwill acquired	$ 0	4,736
Goodwill impairment charges	(16,867)	(9,944)
Goodwill, net as of December 31	$ 4,551	$ 21,418

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Number of operating segments \| segment	3
Accounts receivable, allowance for credit loss, current	$ 0		$ 0
Goodwill impairment charges	$ 16,867,000	$ 0

Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Summary of Accounts Receivable

Accounts Receivable as of March 31, 2023 and December 31, 2022 consist of the following:


(in thousands)	March 31, 2023		December 31, 2022
Oral drug accounts receivable	$	6,418	$	4,165
Capitated accounts receivable	624		1,623
FFS accounts receivable	29,197		26,313
Clinical trials accounts receivable	2,662		2,443
Other trade receivables	7,055		5,272
Total	$	45,956	$	39,816

Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income (Loss) Per Share to Common Stockholders

The following table sets forth the computation of the Company's basic net income (loss) per share to common stockholders for the three months ended March 31, 2023 and 2022.


(in thousands, except share data)	Three Months Ended March 31,
	2023		2022
Net (loss) income attributable to TOI	$	(29,998)	$	19,286
Less: Deemed dividend	—		—
Net (loss) income attributable to TOI available for distribution	(29,998)		19,286
Net (loss) income attributable to participating securities, basic	(5,504)		3,519
Net (loss) income attributable to common stockholders, basic	$	(24,494)	$	15,767
Weighted average common shares outstanding, basic	73,449,132		73,252,365
Net (loss) income per share attributable to common stockholders, basic	$	(0.33)	$	0.22

The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the three months ended March 31, 2023 and 2022.


(in thousands, except share data)	Three Months Ended March 31,
	2023		2022
Net (loss) income attributable to TOI	$	(29,998)	$	19,286
Less: Deemed dividend	—		—

Net (loss) income attributable to TOI available for distribution	(29,998)		19,286
Net (loss) income attributable to participating securities, diluted	(5,504)		3,405
Net (loss) income attributable to common stockholders, diluted	$	(24,494)	$	15,881
Weighted average common shares outstanding, basic	73,449,132		73,252,365
Dilutive effect of stock options	—		2,995,601

Weighted average shares outstanding, diluted	73,449,132		76,247,966
Net (loss) income per share attributable to common stockholders, diluted	$	(0.33)	$	0.21

Schedule of Computation of Diluted Net Loss Per Share

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	Three Months Ended March 31,
	2023	2022
Stock options	9,832,667	4,609,124
RSUs	3,581,977	1,991,728
Medical RSUs	447,012	—
Earnout Shares	1,401,064	1,560,857
Public Warrants	5,749,986	5,749,986
Private Warrants	3,177,542	3,177,542

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Weighted Average Assumptions used in the Black-Scholes-Merton Option-Pricing Model

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the units granted during the three months ended March 31, 2023 and 2022 Stock Options are provided in the following table:


	March 31, 2023	March 31, 2022
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	64.00%	35.00%
Risk-free rate	3.40%	2.33% to 2.44%
Expected term (years)	6.25	6.07 to 6.65

Summary of Stock Option Activity

Stock option activity during the three months ended March 31, 2023 and 2022 is as follows:


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value (in thousands)
Balance at January 1, 2023	8,049,474	$	2.14
Granted	1,948,354	0.48
Exercised	—	—
Forfeited	(163,414)	3.20
Expired	(1,747)	1.08
Balance at March 31, 2023	9,832,667	$	1.79	8.02	$	384
Vested Options Exercisable at March 31, 2023	3,271,151	$	1.33	6.68	$	—


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value (in thousands)
Balance at January 1, 2022	6,921,180	$	0.88
Granted	1,385,108	7.09
Exercised	—	—
Forfeited	(190,621)	1.23
Expired	(526)	1.23
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

Summary of the Activity for the RSUs and RSAs

A summary of the activity for the RSUs for the three months ended March 31, 2023 and 2022, respectively, are shown in the following table:


	Three Months Ended March 31,
	2023			2022
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	2,106,540	$	7.25	1,291,492	$	10.98
Granted	1,863,539	0.48		727,424	7.09
Vested	(331,675)	4.12		(27,188)	7.09
Forfeited	(56,427)	6.63		—	—
Unvested at end of year	3,581,977	$	4.03	1,991,728	$	10.98

A summary of the activity for the equity-classified Medical RSUs for the three months ended March 31, 2023 and 2022, respectively, is shown in the following table:


	Three Months Ended March 31,
	2023	2022
Balance at beginning of period	147,470	—
Granted	8,317	—
Vested	(155,787)	—
Forfeited	—	—
Balance at end of period	—	—

Schedule of Share-Based Payment Award, Earnout Shares, Valuation Assumptions

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


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

Summary of Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option

A summary of the activity for the Employees Earnout Shares for the three months ended March 31, 2023 and 2022 is shown in the following table:


	Three Months Ended March 31,
	2023	2022
Outstanding at beginning of period	1,417,632	1,602,435
Granted	—	—
Vested	—	(41,578)
Forfeited	(16,568)	—
Outstanding at end of period	1,401,064	1,560,857

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders' EquityThe Condensed Consolidated Statements of Preferred Stock and Changes in Stockholders’ Equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization described in Note 1. The balances as of March 31, 2022 from the condensed 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 As of March 31, 2023 and December 31, 2022, there were 73,754,609 and 73,265,621 shares, respectively, of common stock outstanding. 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 March 31, 2023. Preferred Stock Upon the Closing Date of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 10,000,000 shares of Series A Common Equivalent Preferred Stock (“preferred stock”) with a par value and liquidation preference of $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish, from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences, and privileges of the shares. Immediately following the Closing Date and as of December 31, 2021, there were 163,510 shares of preferred stock outstanding. As of March 31, 2023, there were 165,045 shares of preferred stock outstanding. Conversion Each share of preferred stock is convertible, at any time on the part of the holder except with respect to the Beneficial Ownership Limitation (defined below), into 100 shares of common stock. Blocker/Beneficial Ownership Limitation The preferred stock is subject to a beneficial ownership limitation such that the preferred stock may not, at any time, be convertible into more than 4.9% of the total number of shares of common stock outstanding (“Beneficial Ownership Limitation”). Voting The holders of preferred stock do not have voting rights in the Company. Dividends The holders of preferred stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors on an as-converted basis. No dividends have been declared as of March 31, 2023. Assumed Public Warrants and Private Placement Warrants As a result of the Business Combination, holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. The warrants became exercisable 30 days from the completion of the Business Combination, on December 12, 2021, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. As of March 31, 2023, there are 5,749,986 public warrants outstanding and 3,177,542 private placement warrants outstanding. Each warrant entitles the holder to purchase one share of common stock for $11.50 per share. Private warrants held by the initial purchaser or certain permitted transferees may be exercised on a cashless basis. If the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the public warrants at a price of $0.01 per warrant upon not less than 30 days’ prior written notice. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a cashless basis. The Company will not be required to net cash settle the warrants. The private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers of their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. Share Repurchase Program On May 10, 2022, the Company's Board consented to the adoption and approval of the Share Repurchase Program, authorizing up to $20,000 to be spent on the repurchase of the Company's common stock, expiring on December 31, 2022. The Company repurchased and immediately retired 1,500,000 shares of its common stock for $9,000 from a related party during the year ended December 31, 2022, before the expiration of the program.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 15,250	$ 14,010
Marketable securities	40,132	59,796
Accounts receivable, net	45,956	39,816
Other receivables	428	617
Inventories, net	10,254	9,261
Prepaid expenses	6,942	6,918
Total current assets	118,962	130,418
Non-current investments	58,841	58,354
Property and equipment, net	9,846	8,547
Operating right of use assets	24,678	24,494
Intangible assets, net	17,228	17,957
Goodwill	4,551	21,418
Other assets	527	477
Total assets	234,633	261,665
Current liabilities:
Accounts payable	11,946	9,372
Current portion of operating lease liabilities	5,639	5,498
Income taxes payable	255	255
Accrued expenses and other current liabilities	12,245	14,595
Total current liabilities	30,085	29,720
Operating lease liabilities	22,251	22,060
Derivative warrant liabilities	207	350
Derivative earnout liabilities	51	803
Conversion option derivative liabilities	642	3,960
Long-term debt, net of unamortized debt issuance costs	82,144	80,621
Other non-current liabilities	765	868
Deferred income taxes liability	82	108
Total liabilities	136,227	138,490
Commitments and contingencies (Note 15)	0	0
Stockholders’ equity:
Common Stock, $0.0001 par value, authorized 500,000,000 shares; 73,754,609 and 73,265,621 shares issued and outstanding at March 31, 2023 and December 31, 2022	7	7
Series A Convertible Preferred Stock, $0.0001 par value, authorized 10,000,000 shares; 165,045 shares issued and outstanding at March 31, 2023 and December 31, 2022	0	0
Additional paid-in capital	191,479	186,250
Accumulated deficit	(93,080)	(63,082)
Total stockholders’ equity	98,406	123,175
Total liabilities and stockholders’ equity	$ 234,633	$ 261,665
Preferred stock, shares outstanding (in shares)	165,045	165,045
Preferred stock, shares issued (in shares)	165,045	165,045

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
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.
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 TOI PCs, which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of March 31, 2023, TOI held variable interest in TOI CA, The Oncology Institute FL, LLC, a Professional Corporation ("TOI FL"), and The Oncology Institute TX, a Professional Corporation ("TOI TX"), all of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements.
Business Combinations	Business Combinations The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification ("ASC") Topic No. 805, Business Combinations (“ASC 805”). The Company first assesses whether an acquisition constitutes a business combination or asset acquisition by applying the screening test and analyzing whether the acquired entity has substantive inputs, processes, and the ability to produce outputs. Upon concluding an acquisition is a business combination, per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired. The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFPH, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of TOI Parent.
Segment Reporting	Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient services, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.
Use of Estimates	Use of Estimates The preparation of 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 materially 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 and the allowance for credit losses, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired identifiable assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company's Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Under the two-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options, restricted stock units, Medical RSUs (defined in Note 14), earnout shares (defined in Note 14), public warrants, private placement warrants, and Senior Secured Convertible Notes (defined in Note 11). The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants, and private placement warrants. The if-converted method is used to calculate the potentially dilutive effect of the Senior Secured Notes. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted net income (loss) per share until the market conditions have been met (see more detail on the earnout shares in Note 14). The Medical RSUs (defined in Note 14) are also contingently issuable; therefore, they are excluded from basic net income (loss) per share until the performance and service conditions have been met (see more detail in Note 14). Further, the number of contingently issuable Medical RSUs included in diluted net income (loss) per share is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period and if the result would be dilutive. For the periods presented, the public and private placement warrants are out of the money; therefore, the public and private placement warrants are antidilutive and excluded from diluted net income per share.
Fair Value Measurements	Fair Value Measurements The Company accounts for fair value measurements under ASC 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 1inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2inputs: 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 3inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company's fair value measurement methodology for cash and cash equivalents, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments. Fair value measurement of investment securities available for sale is based upon quoted prices from active markets, if available (Level 1). If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation methodologies. Level 2 investment securities include US Treasuries purchased in the secondary market that use pricing inputs other than quoted prices in active markets and fair value is determined using pricing models or other valuation methodologies such as broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. Fair value measurements of derivative warrants are based on the market price of our public warrants, which are quoted prices for similar instruments and considered a Level 2 input. Fair value measurements of earnout liabilities are based on the Monte-Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the earnouts is the expected volatility of the common stock. Fair value measurements of the convertible note warrant and conversion option derivative liabilities are based on the Black-Derman-Troy model implemented in the Binomial Lattice and Black-Scholes Models, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the convertible note warrant and conversion option derivative liabilities is the expected volatility of the common stock.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments that are both readily convertible into cash and mature within 90 days from the date of purchase to be cash equivalents. As of March 31, 2023, the Company's cash equivalents consist of U.S. Treasury bills with a maturity date less than 90 days from the date of purchase.
Accounts Receivable and Allowance for Credit Losses	Accounts Receivable and Allowance for Credit LossesThe Company’s accounts receivables are recorded and stated at the amount expected to be collected determined by each payor, net of an allowance for credit losses, under ASC Topic No. 310, Receivables (“ASC 310”). In accordance with ASC Topic No. 326, Financial Instruments — Credit Losses (“ASC 326”), the Company recognizes credit losses based on a forward-looking current expected credit losses (“CECL”) model. The Company segregates accounts receivables into portfolio segments based on shared risk characteristics, such as line of business and customer type, for evaluation of expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, default-based statistics, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses is developed using a loss rate method and is recognized in the Condensed Consolidated Statement of Operations. The uncollectible accounts receivables are written off on a quarterly basis in the period determination when collection activities cease due to a final determination that all or a portion of the balance is no longer collectible and if there is no pending litigation activity related to the receivable.
Goodwill	Goodwill The Company accounts for goodwill under Accounting Standards Codification Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”). Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized but is required to be evaluated for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. 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. In assessing goodwill for impairment, an entity has the option to assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is more likely than not that the fair value of the reporting unit is greater than its carrying value, then performing the two-step impairment test is unnecessary. An entity can choose not to perform a qualitative assessment for any of its reporting units and proceed directly to the use of the two-step impairment test. When assessing goodwill for impairment for the quarter ended March 31, 2023, we first performed a qualitative assessment to determine whether it was necessary to perform the two-step quantitative analysis. Based on the qualitative assessment including our share price decrease as well as factors related to macroeconomic conditions, industry and market considerations, cost factors, financial performance and market capitalization, we determined it was likely that our reporting unit fair value was less than its carrying value and the two-step impairment test was required.
Debt	Debt The Company accounts for debt net of debt issuance costs and debt discount. Debt issuance costs and debt discount are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method. The Company accounts for bifurcated, debt-classified embedded features separately as derivative liabilities pursuant to ASC Topic No. 815, Derivatives and Hedging ("ASC 815"). Bifurcated, debt-classified embedded features are recorded at fair value on the Company's balance sheet with subsequent changes in fair value recorded in the Condensed Consolidated Statement of Operations each reporting period.
Investments in Marketable Securities	Investments in Marketable Securities The Company's investments in marketable securities are classified as available-for-sale and are carried at fair value. The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments ("ASC 825"), where changes in fair value are recorded in unrealized gains (losses), net on the Company's Condensed Consolidated Statements of Operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as current assets if the maturity date is less than one year from the date of purchase and they may be readily liquidated. Interest income and accretion on marketable securities are included in interest income in the Condensed Consolidated Statements of Operations. Realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the Condensed Consolidated Statements of Operations. The cost of securities sold is based on the First In, First Out method. At each reporting period, the Company evaluates available-for-sale marketable securities, to the extent the fair value option is not elected, for any credit-related impairment when the fair value of the investment is less than its amortized cost. If the Company determines that the decline in fair value is below the carrying value and this decline is other-than-temporary, credit-related impairment is recognized in the Consolidated Statement of Operations in accordance with ASC 320, Debt Securities. As of March 31, 2023, there were no available-for-sale instruments for which the fair value option was not elected.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards	Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 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”); 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”), and in March 2022, the FASB issued Accounting Standard Update 2022-02, Financial Instruments — Credit Losses: Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), 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. ASU 2016-13 introduced a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including receivables, contract assets and held-to-maturity debt securities, which requires the Company to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands disclosure requirements. The Company adopted the ASU 2016-13, as amended, effective January 1, 2023, using the modified retrospective approach, which resulted in changes to the Company’s accounting policies for accounts receivables. Upon adoption of ASU 2016-13, the Company evaluated accounts receivables on a collective (i.e., portfolio) basis when similar risk characteristics were shared. The adoption of this standard did not have a material impact on our consolidated financial statements and there was no allowance for credit losses recorded as of March 31, 2023 and December 31, 2022. Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company beginning January 1, 2024. The Company is currently evaluating the effect of ASU 2020-06 on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers (“ASC 606”). The guidance is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company will adopt ASU 2021-08 on January 1, 2024 on a prospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (29,998,000)	$ 19,286,000
Adjustments to reconcile net (loss) income to cash, cash equivalents, and restricted cash used in operating activities:
Depreciation and amortization	1,269,000	987,000
Amortization of debt issuance costs	1,523,000	0
Goodwill impairment charges	16,867,000	0
Share-based compensation	4,965,000	8,553,000
(Decrease) increase in fair value of liability classified warrants	(143,000)	1,461,000
Decrease in fair value of liability classified earnouts	(752,000)	(39,440,000)
Decrease in fair value of liability classified conversion option derivatives	(3,318,000)	0
Unrealized gain on investments	(143,000)	0
Accretion of discount on investment securities	(920,000)	0
Deferred taxes	(26,000)	180,000
Gain on loan forgiveness	0	(183,000)
Credit losses	1,000	154,000
Loss on disposal of property and equipment	0	14,000
Changes in operating assets and liabilities:
Accounts receivable	(6,141,000)	(4,660,000)
Inventories	(993,000)	(1,332,000)
Other receivables	189,000	(42,000)
Prepaid expenses	(24,000)	456,000
Operating lease right-of-use assets	1,400,000	942,000
Other assets	(50,000)	(11,000)
Accrued expenses and other current liabilities	(805,000)	526,000
Accounts payable	2,574,000	(2,963,000)
Current and long-term operating lease liabilities	(1,243,000)	(909,000)
Other non-current liabilities	316,000	0
Net cash, cash equivalents, and restricted cash used in operating activities	(15,452,000)	(16,981,000)
Cash flows from investing activities:
Purchases of property and equipment	(1,839,000)	(1,002,000)
Purchases of marketable securities/investments	(9,759,000)	0
Sales of marketable securities/investments	29,999,000	0
Net cash, cash equivalents, and restricted cash provided by (used in) investing activities	18,401,000	(1,002,000)
Cash flows from financing activities:
Payments made for financing of insurance payments	(1,282,000)	(1,235,000)
Payment of deferred consideration liability for acquisition	(409,000)	(409,000)
Principal payments on financing leases	(18,000)	(13,000)
Net cash, cash equivalents, and restricted cash used in financing activities	(1,709,000)	(1,657,000)
Net increase (decrease) in cash, cash equivalents, and restricted cash	1,240,000	(19,640,000)
Cash, cash equivalents, and restricted cash at beginning of period	14,010,000	115,174,000
Cash, cash equivalents, and restricted cash at end of period	15,250,000	95,534,000
Supplemental disclosure of cash flow information:
Interest and principal forgiven from Paycheck Protection Program loans	0	183,000
Cash paid for:
Income taxes	68,000	0
Interest	$ 1,128,000	$ 74,000

Accrued Expenses and Other Current and Non-Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Compensation, including bonuses, fringe benefits, and payroll taxes	$ 4,084	$ 5,310
Contract liabilities	875	1,139
Directors and officers insurance premiums	1,728	3,010
Deferred acquisition and contingent consideration (see Note 16)	974	802
Accrued interest	1,076	1,100
Other liabilities	3,508	3,234
Total accrued expenses and other current liabilities	$ 12,245	$ 14,595

Accounts Receivable

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Accounts Receivable

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

Accounts Receivable as of March 31, 2023 and December 31, 2022 consist of the following:


(in thousands)	March 31, 2023		December 31, 2022
Oral drug accounts receivable	$	6,418	$	4,165
Capitated accounts receivable	624		1,623
FFS accounts receivable	29,197		26,313
Clinical trials accounts receivable	2,662		2,443
Other trade receivables	7,055		5,272
Total	$	45,956	$	39,816

The Company adopted ASU 2016-13, as amended, effective January 1, 2023, and determined the allowance for credit losses was immaterial as of March 31, 2023. No allowance for credit losses was recorded as of March 31, 2023 and December 31, 2022.

During the three months ended March 31, 2023 and 2022, credit losses related to direct write-offs totaled $11 and $177, respectively. Credit losses were a result of accounts receivable on completed contracts that were deemed uncollectible during the period due to delayed collection efforts. During the three months ended March 31, 2023 and 2022, the Company had recoveries of credit losses of $10 and $23, respectively.

Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net (loss) income attributable to TOI	$ (29,998)	$ 19,286
Less: Deemed dividend	0	0
Net (loss) income attributable to TOI available for distribution	(29,998)	19,286
Net (loss) income attributable to participating securities, basic	(5,504)	3,519
Net (loss) income attributable to common stockholders, basic	$ (24,494)	$ 15,767
Weighted average common shares outstanding, basic (in shares)	73,449,132	73,252,365
Net (loss) income per share attributable to common stockholders, basic (in usd per share)	$ (0.33)	$ 0.22
Net (loss) income attributable to TOI available for distribution	$ (29,998)	$ 19,286
Net (loss) income attributable to participating securities, diluted	(5,504)	3,405
Net (loss) income attributable to common stockholders, diluted	$ (24,494)	$ 15,881
Dilutive effect of stock options (in shares)	0	2,995,601
Weighted average shares outstanding, diluted (in shares)	73,449,132	76,247,966
Net (loss) income per share attributable to common stockholders, diluted (in usd per share)	$ (0.33)	$ 0.21

Net Income (Loss) Per Share - Schedule of Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock options
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	9,832,667	4,609,124
RSUs
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	3,581,977	1,991,728
Medical RSUs
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	447,012	0
Earnout Shares
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	1,401,064	1,560,857
Public Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	5,749,986	5,749,986
Private Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	3,177,542	3,177,542

Leases - Summary of Weighted Average Discount Rates (Details)	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating	5 years 2 months 8 days	4 years 9 months 21 days
Finance	3 years 6 months 21 days	2 years 6 months 29 days
Operating	5.23%	4.21%
Finance	6.05%	4.39%

Goodwill and Intangible Assets - Summary of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Year ending December 31:
2023 (remaining nine months)	$ 2,184
2024	2,913
2025	2,909
2026	2,884
2027	2,757
Thereafter	3,581
Net carrying amount	$ 17,228	$ 17,957

Marketable Securities and Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Warrant Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Private Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 350	$ 2,193
Conversion option derivative liability acquired (see Note 11 for detail)		0
Decrease in fair value included in other expense	(143)	(1,843)
Ending balance	207	350
Earnout Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	803	60,018
Conversion option derivative liability acquired (see Note 11 for detail)		0
Decrease in fair value included in other expense	(752)	(59,215)
Ending balance	51	803
Conversion Option Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	3,960	0
Conversion option derivative liability acquired (see Note 11 for detail)		28,160
Decrease in fair value included in other expense	(3,318)	(24,200)
Ending balance	$ 642	$ 3,960

Marketable Securities and Fair Value Measurements - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) security	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Assumptions used in the OPM and CSE models
Net unrealized loss	$ 143,000
Debt securities, available-for-sale, number of positions in unrealized loss position \| security	7
Accrued interest receivable on cash equivalents and marketable securities	$ 234,000		$ 274,000
Derivative warrant liabilities	207,000		$ 350,000
Goodwill impairment charges	$ 16,867,000	$ 0
Measurement Input, Discount Rate \| Level 3 \| Minimum
Assumptions used in the OPM and CSE models
Goodwill, measurement input	0.450
Measurement Input, Discount Rate \| Level 3 \| Maximum
Assumptions used in the OPM and CSE models
Goodwill, measurement input	0.550

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of Fair Value of Assets Acquired and Liabilities Assumed as Part of the Acquisition

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


	Acquisition
(in thousands)	Perkins		Parikh		Barreras		De La Rosa Costa		Hashimi		Total
Consideration:
Cash	$	8,920	$	1,908	$	929	$	25	$	445	$	12,227
Deferred	—		—		—		—		—		—
Fair value of total consideration transferred	$	8,920	$	1,908	$	929	$	25	$	445	$	12,227

Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash	$	—	$	—	$	—	$	—	$	—	$	—
Accounts receivable	—		—		—		—		—		—
Inventory	408		307		279		—		95		1,089

Property and equipment, net	123		15		23		—		5		166
Operating right of use assets	447		1,118		83		6		88		1,742
Clinical contracts and noncompetes	70		20		3		—		24		117
Trade names	2,480		—		—		—		—		2,480
Goodwill	5,851		1,566		624		25		321		8,387
Total assets acquired	9,379		3,026		1,012		31		533		13,981
Accounts payable	—		—		—		—		—		—
Current portion of operating lease liabilities	135		169		60		6		26		396
Accrued liabilities	12		—		—		—		—		12
Current portion of long term debt	—		—		—		—		—		—
Operating lease liabilities	312		949		23		—		62		1,346
Total liabilities assumed	459		1,118		83		6		88		1,754
Net assets acquired	$	8,920	$	1,908	$	929	$	25	$	445	$	12,227

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Property and Equipment, Net
Less: accumulated depreciation	$ (4,046)	$ (3,506)
Total property and equipment, net	$ 9,846	8,547
Computers and software
Property and Equipment, Net
Useful lives	60 months
Property and equipment, gross	$ 2,251	2,139
Office furniture
Property and Equipment, Net
Useful lives	84 months
Property and equipment, gross	$ 681	606
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 8,531	6,655
Medical equipment
Property and Equipment, Net
Useful lives	60 months
Property and equipment, gross	$ 1,320	1,138
Construction in progress
Property and Equipment, Net
Property and equipment, gross	738	1,144
Finance lease ROU assets
Property and Equipment, Net
Property and equipment, gross	$ 371	$ 371

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 05, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39248
Entity Registrant Name	The Oncology Institute, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3562323
Entity Address, Address Line One	18000 Studebaker Rd, Suite 800
Entity Address, City or Town	Cerritos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90703
City Area Code	562
Local Phone Number	735-3226
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		75,351,310
Entity Central Index Key	0001799191
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TOI
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share
Trading Symbol	TOIIW
Security Exchange Name	NASDAQ

Significant Risks and Uncertainties Including Business and Credit Concentrations - Vendor Concentration Risk (Details) - Supplier Concentration	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cost of Goods and Service Benchmark \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	99.00%	51.00%
Cost of Goods and Service Benchmark \| Vendor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage		47.00%
Gross Payables \| Vendor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	71.00%		66.00%
Gross Payables \| Vendor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	11.00%

Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

LeasesThe 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 $60. All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are generally variable amounts based on actual costs incurred during each applicable period.

The Company has determined that periods covered by options to extend the Company's leases are excluded from the lease terms as it is not reasonably certain the Company will exercise such options.

Lease Expense

The components of lease expense were as follows for the three months ended March 31, 2023 and 2022:


(in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Operating lease costs:	$	1,762	$	1,168
Finance lease costs:
Amortization of ROU asset	$	20	$	14
Interest expense	$	3	$	1
Other lease costs:
Short-term lease costs	$	31	$	109
Variable lease costs	$	274	$	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, 2023 are as follows:


(in thousands)	Operating Leases		Finance Leases
2023 (remaining nine months)	$	5,206	$	63
2024	6,562		77
2025	5,947		42
2026	5,217		39
2027	4,126		—
Thereafter	5,181		29
Total future lease payment	$	32,239	$	250
Less: amount representing interest	(4,349)		(26)
Present value of future lease payment (lease liabilities)	$	27,890	$	224
Reported as:
Lease liabilities, current	$	5,639	$	73
Lease liabilities, noncurrent	22,251		151
Total lease liabilities	$	27,890	$	224

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, 2023 and 2022:


	March 31, 2023		March 31, 2022
Weighted-average remaining lease term (in years)
Operating	5.19		4.81
Finance	3.56		2.58
Weighted-average discount rate
Operating	5.23	%	4.21	%
Finance	6.05	%	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, 2023 and 2022.


(in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	1,581	$	1,145
Financing cash payments for finance leases	21		17
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	1,550	$	19,598
Finance leases	3		40

Lease Modifications

During the three months ended March 31, 2023, the Company expanded its lease space for one clinic in California. This expansion constitutes a lease modification that qualifies as a change of accounting for the original lease and not a separate contract. Accordingly, in the three months ended March 31, 2023, the Company recognized the difference of $491 as an increase to the operating lease liability; $500 net of lease incentives, as an increase to operating lease right-of-use asset, and $3 as an increase to rent expense.

Leases

The Company has determined that periods covered by options to extend the Company's leases are excluded from the lease terms as it is not reasonably certain the Company will exercise such options.

Lease Expense

The components of lease expense were as follows for the three months ended March 31, 2023 and 2022:


(in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Operating lease costs:	$	1,762	$	1,168
Finance lease costs:
Amortization of ROU asset	$	20	$	14
Interest expense	$	3	$	1
Other lease costs:
Short-term lease costs	$	31	$	109
Variable lease costs	$	274	$	205

Maturity of Lease Liabilities

The aggregate future lease payments for the Company's leases in years subsequent to March 31, 2023 are as follows:


(in thousands)	Operating Leases		Finance Leases
2023 (remaining nine months)	$	5,206	$	63
2024	6,562		77
2025	5,947		42
2026	5,217		39
2027	4,126		—
Thereafter	5,181		29
Total future lease payment	$	32,239	$	250
Less: amount representing interest	(4,349)		(26)
Present value of future lease payment (lease liabilities)	$	27,890	$	224
Reported as:
Lease liabilities, current	$	5,639	$	73
Lease liabilities, noncurrent	22,251		151
Total lease liabilities	$	27,890	$	224

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, 2023 and 2022:


	March 31, 2023		March 31, 2022
Weighted-average remaining lease term (in years)
Operating	5.19		4.81
Finance	3.56		2.58
Weighted-average discount rate
Operating	5.23	%	4.21	%
Finance	6.05	%	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, 2023 and 2022.


(in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	1,581	$	1,145
Financing cash payments for finance leases	21		17
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	1,550	$	19,598
Finance leases	3		40

Lease Modifications

Stockholders' Equity (Details)		3 Months Ended	12 Months Ended
Stockholders' Equity (Details)	Dec. 12, 2021 d $ / shares shares	Mar. 31, 2023 USD ($) vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	May 10, 2022 shares	Dec. 31, 2021 shares	Nov. 12, 2021 $ / shares shares
Common and Preferred Shares
Common stock, shares outstanding (in shares)		73,754,609	73,265,621
Number of common stock, vote per share \| vote		1
Dividends, common stock (in dollars per share) \| $		$ 0
Preferred stock, shares authorized (in shares)		10,000,000	10,000,000			10,000,000
Preferred stock, par value (in usd per share) \| $ / shares		$ 0.0001	$ 0.0001			$ 0.0001
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares						$ 0.0001
Preferred stock, shares outstanding (in shares)		165,045	165,045		163,510
Shares issued upon conversion (in shares)		100
Maximum percent of common stock allowed		4.90%
Threshold number of business days before sending notice of redemption to warrant holders \| d	3
Number of shares authorized to be repurchased (in shares)				20,000,000
Stock repurchased and retired (in shares)			1,500,000
Common stock repurchase \| $			$ 9,000,000
Public and Private Warrants
Common and Preferred Shares
Term from closing of IPO	30 days
Warrants term	5 years
Public Warrants
Common and Preferred Shares
Number of warrants outstanding (in shares)		5,749,986
Number of securities called by each warrant (in shares)	1
Warrants price per share (in usd per share) \| $ / shares	$ 11.50
Warrant redemption maximum common share price (in dollars per share) \| $ / shares	$ 18.00
Threshold trading days \| d	20
Threshold consecutive trading days \| d	30
Warrants price per share (in usd per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Private Warrants
Common and Preferred Shares
Number of warrants outstanding (in shares)		3,177,542

Variable Interest Entities - Summary of Consolidated Financial Statements of VIEs (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and restricted cash	$ 15,250	$ 14,010	$ 95,534	$ 115,174
Accounts receivable, net	45,956	39,816
Other receivables	428	617
Inventories, net	10,254	9,261
Prepaid expenses	6,942	6,918
Total current assets	118,962	130,418
Property and equipment, net	9,846	8,547
Other assets	527	477
Intangible assets, net	17,228	17,957
Goodwill	4,551	21,418
Total assets	234,633	261,665
Current liabilities:
Accounts payable	11,946	9,372
Income taxes payable	255	255
Accrued expenses and other current liabilities	12,245	14,595
Total current liabilities	30,085	29,720
Other non-current liabilities	765	868
Deferred income taxes liability	82	108
Total liabilities	136,227	138,490
Variable Interest Entity
Current assets:
Cash and restricted cash	1,659	1,070
Accounts receivable, net	45,956	39,817
Other receivables	123	220
Inventories, net	10,254	9,262
Prepaid expenses	1,406	841
Total current assets	59,398	51,210
Property and equipment, net	153	168
Other assets	491	441
Intangible assets, net	3,227	3,343
Goodwill	0	15,832
Total assets	63,269	70,994
Current liabilities:
Accounts payable	10,370	8,296
Income taxes payable	0	132
Accrued expenses and other current liabilities	6,291	5,129
Current portion of long-term debt	0	0
Amounts due to affiliates	153,410	140,218
Total current liabilities	170,071	153,775
Other non-current liabilities	645	739
Deferred income taxes liability	43	58
Total liabilities	$ 170,759	$ 154,572

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Senior Secured Convertible Note

On August 9, 2022, TOI entered into a Facility Agreement (the “Facility Agreement”) with certain lenders (“Lenders”) and Deerfield Partners L.P. (“Agent”), pursuant to which, TOI borrowed cash loans from the Lenders in the amount of $110,000, in exchange for which, TOI issued to each Lender a secured convertible promissory note (“Senior Secured Convertible Note”), which is payable to such Lenders in an amount equal to the unpaid principal amount of loans held by such Lender.

The Senior Secured Convertible Note will mature on August 9, 2027 (the “Maturity Date”) and shall bear interest at the rate of 4.00% per annum from August 9, 2022, on the outstanding principal amount, any overdue interest and any other amounts and obligations. The interest shall be paid in cash quarterly in arrears commencing on October 1, 2022. In case of any prepayment, repayment or redemption of the Senior Secured Convertible Note, the Company shall pay any accrued and unpaid interest on the principal, along with a make whole amount and an exit fee.

The Facility Agreement requires the Company to meet certain operational and reporting requirements, including, but not limited to, customary regulatory, financial reporting, and disclosure requirements. Additionally, limitations are placed on the Company's ability to merge with other companies and enter into other debt arrangements and permitted investments are limited to amounts specified in the Facility Agreement. The Facility Agreement also provides certain restrictions on dividend payments and other equity transactions and requires the Company to make prepayments under specified circumstances. Financial

covenants in the Facility Agreement require the Company to maintain a minimum unrestricted cash and cash equivalent balance of $40,000 and a minimum net quarterly revenues of $50,000 during fiscal year 2023; $75,000 during fiscal year 2024; and $100,000 during fiscal year 2025. Cash Equivalents as defined by the Facility Agreement means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any person organized under the laws of any state of the United States, (d) any United States dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by any commercial bank that (A) is organized under the laws of the United States, any state thereof or the District of Columbia, (B) is “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) and/or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clause (a), (b), (c) and (d) above shall not exceed one year. Additionally, the registration rights agreement between the Company and certain stockholders of Legacy TOI and DFPH entered into in connection with the Business Combination requires the Company to have an effective registration statement and calls for payment should the registration statement cease to remain effective. The Company was in compliance with the covenants of the Facility Agreement as of March 31, 2023.

Conversion Options

The Senior Secured Convertible Note contains several embedded conversion options (the “Conversion Options”) that grant the holders of the Senior Secured Convertible Note the ability to convert the Senior Secured Convertible Note at any time on or after date of issuance of the note. The Conversion Options are convertible into shares of the Company’s common stock (such converted shares, “Conversion Shares”) and, in certain circumstances, a combination of cash and shares of the Company’s common stock, or a combination of cash, other assets and securities or other property of any Company successor entity. The Conversion Shares or settlement amounts shall be computed on the basis of a predefined formula, with a set conversion price of $8.567 as one of the inputs and a conversion cap of 14,663,019 shares. The if-converted value did not exceed the principal amount as of March 31, 2023. No Conversion Shares were issued as of March 31, 2023 and December 31, 2022.

The Company evaluated the Conversion Options of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Conversion Options do not meet the criteria to be classified in shareholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings.

The Conversion Options contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Senior Secured Convertible Note. The number of shares to be issued against these notes and conversion price are each subject to adjustments provided under the terms of Senior Secured Convertible Note.

The holder shall receive dividends on the Senior Secured Convertible Note and distributions of any kind made to the holders of common stock, other than dividends of, or distributions in, shares, to the same extent as if the holder had converted the Senior Secured Convertible Note into such shares and had held such shares on the record date for such dividends and distributions any limitations on conversion options.

Optional Redemption

The Facility Agreement also provides the Company the right to redeem the outstanding principal amount of each note (“Optional Redemption”) for the Optional Redemption Price. The Company shall not affect any Optional Redemption under this Senior Secured Convertible Note unless along with this, the Company effects an optional redemption under all other notes in accordance with the terms thereof, on a pro rata basis, based upon the respective applicable original principal amount of each of the notes outstanding as of the date the notice for Optional Redemption is delivered to the holders.

The Company evaluated the Optional Redemption feature of the Senior Secured Convertible Note under ASC 815 and concluded that it requires bifurcation from the host contract as a separate unit of account. The Optional Redemption feature does not meet the criteria to be classified in shareholders’ equity and hence, is accounted for as a derivative liability remeasured

at fair value at each balance sheet date with changes in fair value reported in earnings. The fair value of the Optional Redemption feature is de minimis.

If the principal redemption amount specified in an Optional Redemption notice is less than the entire principal amount then outstanding, the principal amount specified in each conversion notice shall be applied (i) first, to reduce, on a dollar-for-dollar basis, the principal amount of the note in excess of the principal redemption amount until such excess principal amount is reduced to zero and (ii) to reduce, on a dollar-for-dollar basis, the principal redemption amount until all of such principal redemption amount shall have been converted.

Convertible Note Warrants

The Facility Agreement also provides for the issuance of warrants (the “Convertible Note Warrants”) on each date any principal amount of any Senior Secured Convertible Note is paid, repaid, redeemed, or prepaid at any time prior to the Maturity Date. Convertible Note Warrants are exercisable from their original issue date to August 9, 2027, for purchase of an aggregate amount of Conversion Shares into which such principal amount of Senior Secured Convertible Note was convertible into, immediately prior to such payment, at an exercise price of $8.567. The holder of Convertible Note Warrants may pay the exercise price in cash or exercise the warrant on cashless basis or through a reduction of an amount of principal outstanding under any Senior Secured Convertible Note held by such holder. In the event that the Convertible Note Warrant has not been exercised in full as of the last business day during its term, the holder shall be deemed to have exercised the purchase rights represented by the Convertible Note Warrant in full as a cashless exercise, in which event the Company shall issue number of shares to the holder computed on the basis of a predefined formula.

The Company evaluated the Convertible Note Warrants of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Convertible Note Warrants do not meet the criteria to be classified in shareholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings.

The Convertible Note Warrant holder shall be entitled to receive any dividend or distribution made by the Company to the holders of common stock to the same extent as if the holder had exercised the Convertible Note Warrants in full in a cash exercise.

The number of shares to be issued against these warrants and exercise price are each subject to adjustments provided under the terms of Convertible Note Warrants. The Convertible Note Warrants contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Convertible Note Warrants. Further, the Convertible Note Warrants can be fully or partially settled in cash in certain cases in accordance with the terms of issuance such as when shares issuable upon exercise of the warrants exceed a predefined number, upon occurrence of predefined event of default and upon occurrence of predefined events that will bring a fundamental change in the Company such as merger, consolidation, business combination, recapitalization, reorganization, reclassification or other similar event.

As of March 31, 2023 and December 31, 2022, there were no Convertible Note Warrants outstanding.

Allocation of Proceeds

The Company has allocated total issuance proceeds of $110,000 among the Senior Secured Convertible Note and Convertible Note Warrants based on fair value. Upon issuance of the Convertible Note Warrants, the Company recorded Convertible Note Warrants, Optional Redemption, and Conversion Options of $0, $0 and $28,160, which were recorded as a debt discount to the Senior Secured Convertible Note of $110,000. The Company will amortize the debt discount over a period of 5 years (of which 4.36 years remain).

The total issuance costs of $4,924 was allocated among the Senior Secured Convertible Note, Convertible Note Warrants, Optional Redemption, and Conversion Options, by allocating costs of $0, $0, and $1,261 to the Convertible Note Warrants, Optional Redemption, and Conversion Options with the residual cost of $3,663 being allocated to the Senior Secured Convertible Note (in addition to the debt discount). The Company expensed issuance costs allocated to Warrants, Optional Redemption, and Conversion Options at inception and will amortize the costs allocated to the Senior Secured Convertible Note over a period of 5 years (of which 4.36 years remain).

Amounts Outstanding and Recognized during the Periods Presented

The Senior Secured Convertible Note as of March 31, 2023 and December 31, 2022 consists of the following:


(in thousands)	March 31, 2023		December 31, 2022
Senior Secured Convertible Note, due August 9, 2027	$	110,000	$	110,000

Less: Unamortized debt issuance costs	3,318		3,454
Less: Unamortized debt discount	24,538		25,925
Long-term debt, net of unamortized debt discount and issuance costs	$	82,144	$	80,621

The amortization of the debt issuance costs was charged to interest expense for all periods presented. For the three months ended March 31, 2023 the effective yield was 13.38%. The amount of debt issuance costs included in interest expense for the three months ended March 31, 2023 was $1,523. The Company accrued interest of $1,100 on the Credit Agreement term loan for the three months ended March 31, 2023. There was no debt issuance cost, accrued interest, or interest expense related to this facility for the three months ended March 31, 2022.

On August 9, 2022, the Company also entered into the Guarantee and Security Agreement (“Guarantee Agreement”) with the Agent for the purpose of providing a guarantee of all the obligations under the Facility Agreement (refer to Note 15. Commitments and Contingencies for detail).

Debt Maturities

The following table summarizes the stated debt maturity related to the Senior Secured Convertible Note as of March 31, 2023:


(in thousands)
Year ending December 31:
2023 (remaining nine months)	$	—
2024	—
2025	—
2026	—
2027	110,000
Total debt	$	110,000

- 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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Common shares, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	73,754,609	73,265,621
Common stock, shares outstanding (in shares)	73,754,609	73,265,621
Series A preferred shares, par value (in usd per share)	$ 0.0001	$ 0.0001
Series A preferred shares, authorized (in shares)	10,000,000	10,000,000
Series A preferred shares, shares issued (in shares)	165,045	165,045
Series A preferred shares, outstanding (in shares)	165,045	165,045
Total assets	$ 234,633	$ 261,665
Total liabilities	136,227	138,490
Variable Interest Entity
Total assets	63,269	70,994
Total liabilities	$ 170,759	$ 154,572

Inventories

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

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, 2023 and December 31, 2022 were as follows:


(in thousands)	March 31, 2023		December 31, 2022
Oral drug inventory	$	2,185	$	2,130
IV drug inventory	8,069		7,131
Total	$	10,254	$	9,261

Accrued Expenses and Other Current and Non-Current Liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current and Non-Current Liabilities

Accrued expenses and other current liabilities as of March 31, 2023 and December 31, 2022 consist of the following:


(in thousands)	March 31, 2023		December 31, 2022
Compensation, including bonuses, fringe benefits, and payroll taxes	$	4,084	$	5,310
Contract liabilities	875		1,139
Directors and officers insurance premiums	1,728		3,010
Deferred acquisition and contingent consideration (see Note 16)	974		802
Accrued interest	1,076		1,100
Other liabilities	3,508		3,234
Total accrued expenses and other current liabilities	$	12,245	$	14,595

Contract liabilities as of March 31, 2023 and December 31, 2022 consist of cumulative adjustments made to capitated revenue recognized in prior periods.

Pursuant to the Business Combination, the Company has agreed to indemnify members of the Board and certain officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. The Company entered into a financing arrangement to pay premiums for directors’ and officers’ (“D&O”) insurance coverage to protect against such losses on November 12, 2021. As of March 31, 2023, the remaining D&O principal balance was $1,728, all of which is due to be paid before March 31, 2024 and classified as a current liability.

Description of the Business (Details)	3 Months Ended
Description of the Business (Details)	Mar. 31, 2023 subsidiary oncologist clinic state
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of wholly-owned subsidiaries \| subsidiary	3
Minimum number of oncologists and mid-level professionals within three states \| oncologist	98
Minimum number of clinic locations within three states \| clinic	62
Number of states in which entity operates \| state	5

Segment Information - Summary of Summarized Financial Information for the Company's Segments (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information
Consolidated revenue	$ 76,192,000	$ 55,161,000
Total segment depreciation expense	541,000	314,000
Total segment amortization	728,000	673,000
Goodwill impairment charges	16,867,000	0
Selling, general and administrative expense	28,830,000	29,806,000
Non-segment depreciation and amortization	1,269,000	987,000
Loss from operations	(32,867,000)	(18,471,000)
Operating segments
Segment Reporting Information
Consolidated revenue	76,192,000	55,161,000
Total segment direct costs	62,093,000	42,839,000
Total segment depreciation expense	422,000	297,000
Total segment amortization	727,000	674,000
Total segment operating income	12,950,000	11,351,000
Goodwill impairment charges	16,867,000	0
Selling, general and administrative expense	28,830,000	29,806,000
Non-segment assets
Segment Reporting Information
Non-segment depreciation and amortization	120,000	16,000
Patient services \| Operating segments
Segment Reporting Information
Consolidated revenue	50,273,000	35,057,000
Total segment direct costs	42,814,000	27,378,000
Total segment depreciation expense	406,000	250,000
Total segment amortization	675,000	621,000
Total segment operating income	6,378,000	6,808,000
Goodwill impairment charges	16,235,000	0
Dispensary \| Operating segments
Segment Reporting Information
Consolidated revenue	24,240,000	18,679,000
Total segment direct costs	19,145,000	15,324,000
Total segment depreciation expense	16,000	0
Total segment amortization	0	0
Total segment operating income	5,079,000	3,355,000
Goodwill impairment charges	0	0
Clinical trials & other \| Operating segments
Segment Reporting Information
Consolidated revenue	1,679,000	1,425,000
Total segment direct costs	134,000	137,000
Total segment depreciation expense	0	47,000
Total segment amortization	52,000	53,000
Total segment operating income	1,493,000	1,188,000
Goodwill impairment charges	$ 632,000	$ 0

Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands		3 Months Ended			12 Months Ended
	Nov. 12, 2021 USD ($) tranche trading_day $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) participant shares	Mar. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 shares	Nov. 06, 2020 shares	Jan. 02, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award
Accelerated vesting	3,724
Total fair value of common shares vested \| $		$ 281		$ 2,198
Legacy TOI Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Contingent consideration, liability (in shares)	12,500,000
Number of tranches \| tranche	2
Earnout measurement period	2 years
Initial stock price threshold \| $ / shares	$ 15.00
Earnout period	3 years
Threshold trading days \| trading_day	20
Threshold trading day period \| trading_day	30
Legacy TOI Earnout Shares \| Derivative Instrument, Period, One
Share-based Compensation Arrangement by Share-based Payment Award
Contingent consideration, liability (in shares)	5,000,000
Stock price trigger (in dollars per share) \| $ / shares	$ 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 \| tranche	2
Earnout period	3 years
Escrow deposit percentage	50.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Term of award		10 years
Maximum total number of common shares for which Stock options may be granted (in shares)							15,640	13,640
Number of shares outstanding (in shares)	11,850	9,832,667	8,049,474	8,115,141	8,049,474	6,921,180
Share options exchanged (in shares)	6,925,219
Compensation costs recognized \| $		$ 2,707		$ 3,255
Cash used to settle award \| $	$ 20,597
Accelerated cost \| $	$ 19,953
Unrecognized compensation cost \| $		$ 20,080
Unrecognized compensation cost expected to be recognized over a weighted average period		2 years 11 months 1 day
Stock options \| First anniversary of grant date
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options		25.00%
Stock options \| Equal monthly-basis vesting through fourth anniversary of grant date
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)		5,283,068
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Share options exchanged (in shares)	1,291,492
Compensation costs recognized \| $		$ 2,088		$ 1,491
Unrecognized compensation cost expected to be recognized over a weighted average period		2 years 8 months 26 days
Weighted-average grant date fair value (in dollars per share) \| $ / shares		$ 0.48		$ 7.09
Unrecognized compensation expense \| $		$ 14,435
Vested in period (in shares)		331,675
Net settled to cover the required withholding tax upon vesting		0
RSUs \| First anniversary of grant date
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options		16.67%
RSUs \| Equal monthly-basis vesting through fourth anniversary of grant date
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options		83.33%
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares outstanding (in shares)	2,210
Employees Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized \| $		$ 112		$ 3,807
Unrecognized compensation cost expected to be recognized over a weighted average period		6 months 3 days
Number of shares outstanding (in shares)		1,401,064	1,417,632	1,560,857	1,417,632	1,602,435
Unrecognized compensation expense \| $		$ 391
Vested in period (in shares)		0		41,578
Employees Earnout Shares \| First anniversary of grant date
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 8.35
Employees Earnout Shares \| Equal monthly-basis vesting through fourth anniversary of grant date
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 6.76
Medical RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized \| $		$ 58
Number of shares outstanding (in shares)		0	147,470	0	147,470	0
Vested in period (in shares)		155,787		0
Award requisite service period					1 year
Shares granted, trailing closing price per share preceding grant date, period		5 days
Number of participants \| participant			21
Medical RSUs, incremental share-based compensation expense \| $			$ 187
Medical RSUs, after forfeitures share-based compensation expense \| $			(11)
Fair value of the liability-classified medical RSU outstanding \| $			$ 264		$ 264
Equity-classified medical RSUs, weighted-average grant-date fair value (in dollars per share) \| $ / shares					$ 3.56
Equity-classified awards outstanding (in shares)		0		0

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 76,192	$ 55,161
Patient services
Disaggregation of Revenue [Line Items]
Total operating revenue	50,273	35,057
Capitated revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	16,568	14,516
FFS revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	33,705	20,541
Dispensary revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	24,240	18,679
Clinical research trials and other revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 1,679	$ 1,425

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 29,075	$ 29,075
Accumulated amortization	(11,847)	(11,118)
Net carrying amount	$ 17,228	$ 17,957
Payor contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 19,400	$ 19,400
Accumulated amortization	(8,509)	(8,038)
Net carrying amount	$ 10,891	$ 11,362
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 6,650	$ 6,650
Accumulated amortization	(2,105)	(1,941)
Net carrying amount	$ 4,545	$ 4,709
Clinical contracts and noncompete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	8 years	8 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 3,025	$ 3,025
Accumulated amortization	(1,233)	(1,139)
Net carrying amount	$ 1,792	$ 1,886

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Summary of long-term debt, net of unamortized debt issuance costs

The Senior Secured Convertible Note as of March 31, 2023 and December 31, 2022 consists of the following:


(in thousands)	March 31, 2023		December 31, 2022
Senior Secured Convertible Note, due August 9, 2027	$	110,000	$	110,000

Less: Unamortized debt issuance costs	3,318		3,454
Less: Unamortized debt discount	24,538		25,925
Long-term debt, net of unamortized debt discount and issuance costs	$	82,144	$	80,621

Schedule of Maturities of Long-Term Debt

The following table summarizes the stated debt maturity related to the Senior Secured Convertible Note as of March 31, 2023:


(in thousands)
Year ending December 31:
2023 (remaining nine months)	$	—
2024	—
2025	—
2026	—
2027	110,000
Total debt	$	110,000

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Marketable Securities and Fair Value Measurements - Summary of Carrying Amounts of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Financial liabilities:
Derivative warrant liabilities	$ 207	$ 350
Conversion option derivative liabilities	642	3,960
Fair Value, Recurring
Financial assets:
Cash equivalents		2,573
Financial liabilities:
Derivative warrant liabilities	207	350
Earnout liabilities	51	803
Conversion option derivative liabilities	642	3,960
Fair Value, Nonrecurring
Financial assets:
Goodwill	4,551	21,418
Marketable securities \| Fair Value, Recurring
Financial assets:
Investments	40,132	59,796
Non-current investments \| Fair Value, Recurring
Financial assets:
Investments	58,841	58,354
Level 1 \| Fair Value, Recurring
Financial assets:
Cash equivalents		0
Financial liabilities:
Derivative warrant liabilities	0	0
Earnout liabilities	0	0
Conversion option derivative liabilities	0	0
Level 1 \| Fair Value, Nonrecurring
Financial assets:
Goodwill	0	0
Level 1 \| Marketable securities \| Fair Value, Recurring
Financial assets:
Investments	0	0
Level 1 \| Non-current investments \| Fair Value, Recurring
Financial assets:
Investments	0	0
Level 2 \| Fair Value, Recurring
Financial assets:
Cash equivalents		2,573
Financial liabilities:
Derivative warrant liabilities	207	0
Earnout liabilities	0	0
Conversion option derivative liabilities	0	0
Level 2 \| Fair Value, Nonrecurring
Financial assets:
Goodwill	0	0
Level 2 \| Marketable securities \| Fair Value, Recurring
Financial assets:
Investments	40,132	59,796
Level 2 \| Non-current investments \| Fair Value, Recurring
Financial assets:
Investments	58,841	58,354
Level 3 \| Fair Value, Recurring
Financial assets:
Cash equivalents		0
Financial liabilities:
Derivative warrant liabilities	0	350
Earnout liabilities	51	803
Conversion option derivative liabilities	642	3,960
Level 3 \| Fair Value, Nonrecurring
Financial assets:
Goodwill	4,551	21,418
Level 3 \| Marketable securities \| Fair Value, Recurring
Financial assets:
Investments	0	0
Level 3 \| Non-current investments \| Fair Value, Recurring
Financial assets:
Investments	$ 0	$ 0

Segment Information - Narrative (Details)	3 Months Ended
Segment Information - Narrative (Details)	Mar. 31, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	3
Number of reportable segments	3

Description of the Business	3 Months Ended
Description of the Business	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the Business Overview of the Business The Oncology Institute, Inc. (“TOI”) is the successor entity to DFP Healthcare Acquisitions Corp. ("DFPH"). DFPH is a Delaware corporation originally formed in 2019 as a publicly-traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination ("Business Combination"). TOI was originally founded in 2007 and is a community oncology practice that operates value-based oncology services platforms. TOI has three wholly-owned subsidiaries, TOI Parent, Inc. ("TOI Parent"), The Oncology Institute of Hope and Innovation Patient Safety Organization, LLC, and TOI Management, LLC (“TOI Management”). Additionally, TOI Management holds master services agreements with affiliated physician-owned professional entities ("TOI PCs") that confer controlling financial interest over the professional entities and their wholly-owned 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, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company, through its consolidating subsidiary TOI Clinical Research, LLC ("TCR"), performs cancer clinical trials through a network of cancer care specialists. TCR conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world. The Company has 98 oncologists and mid-level professionals across 62 clinic locations located within five states: California, Florida, Arizona, Nevada, and Texas. The Oncology Institute CA, a Professional Corporation ("TOI CA"), one of the TOI PCs, is comprised of the clinic locations in California, Nevada, and Arizona. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, Medi-Cal, and commercial patients.

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party Transactions
Total related party payments	$ 110	$ 156
Payments to Affiliated Entities \| American Institute of Research
Related Party Transactions
Total related party payments	15	40
Payments to Affiliated Entities \| Karen M Johnson
Related Party Transactions
Total related party payments	13	19
Payments to Affiliated Entities \| Richard Barasch
Related Party Transactions
Total related party payments	0	5
Payments to Affiliated Entities \| Anne M. McGeorge
Related Party Transactions
Total related party payments	13	19
Payments to Affiliated Entities \| Mohit Kaushal
Related Party Transactions
Total related party payments	15	19
Payments to Affiliated Entities \| Ravi Sarin
Related Party Transactions
Total related party payments	13	19
Payments to Affiliated Entities \| Maeve O'Meara
Related Party Transactions
Total related party payments	13	19
Payments to Affiliated Entities \| M33 Growth LLC (Gabe Ling)
Related Party Transactions
Total related party payments	13	0
Payments to Affiliated Entities \| Mark L. Pacala
Related Party Transactions
Total related party payments	13	0
Payments to Affiliated Entities \| Richy Agajanian MD
Related Party Transactions
Total related party payments	$ 2	$ 16

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets, Net

As of March 31, 2023, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(8,509)	$	10,891
Trade names	10 years	6,650		(2,105)		4,545
Clinical contracts and noncompete agreements	8 years	3,025		(1,233)		1,792
Total intangible assets		$	29,075	$	(11,847)	$	17,228

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


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(8,038)	$	11,362
Trade names	10 years	6,650		(1,941)		4,709
Clinical contracts and noncompete agreements	8 years	3,025		(1,139)		1,886
Total intangible assets		$	29,075	$	(11,118)	$	17,957

Summary of Estimated Aggregate Amortization Expense

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of March 31, 2023 is as follows:


(in thousands)	Amount
Year ending December 31:
2023 (remaining nine months)	$	2,184
2024	2,913
2025	2,909
2026	2,884
2027	2,757
Thereafter	3,581
Total	$	17,228

Summary of Goodwill and Changes in the Carrying Amount of Goodwill

The goodwill allocated to each of the reporting units as of March 31, 2023 and December 31, 2022 is as follows:


(in thousands)	March 31, 2023		December 31, 2022
Patient services	$	—	$	16,235
Dispensary	4,551		4,551
Clinical trials & other	—		632
Total goodwill	$	4,551	$	21,418

The changes in the carrying amount of goodwill for the three months ended March 31, 2023 and for the year ended December 31, 2022 are as follows:


(in thousands)	March 31, 2023		December 31, 2022
Balance as of January 1:
Gross goodwill	$	21,418	$	26,626
Goodwill acquired	—		4,736
Goodwill impairment charges (see Note 2 and Note 7)	(16,867)		(9,944)
Goodwill, net as of December 31	$	4,551	$	21,418

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Property and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

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	March 31, 2023		December 31, 2022
Computers and software	60 months	$	2,251	$	2,139
Office furniture	84 months	681		606
Leasehold improvements	Shorter of lease term or estimated useful life	8,531		6,655
Medical equipment	60 months	1,320		1,138
Construction in progress		738		1,144
Finance lease ROU assets	Shorter of lease term or estimated useful life	371		371
Less: accumulated depreciation		(4,046)		(3,506)
Total property and equipment, net		$	9,846	$	8,547

Depreciation expense for the three months ended March 31, 2023 and 2022 was $541 and $314, respectively.

Revenue - Additional Information (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract with customer, asset	$ 0	$ 0
Contract liabilities	$ 875,000	$ 1,139,000

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Related party transactions include payments for consulting services provided to the Company, clinical trials, board fees, and share repurchases. Related party payments for the three months ended March 31, 2023 and 2022 were as follows:


(in thousands)		Three Months Ended March 31,
	Type	2023		2022
American Institute of Research	Consulting	$	15	$	40
Karen M Johnson	Board Fees	13		19
Richard Barasch	Board Fees	—		5
Anne M. McGeorge	Board Fees	13		19
Mohit Kaushal	Board Fees	15		19
Ravi Sarin	Board Fees	13		19
Maeve O'Meara	Board Fees	13		19

M33 Growth LLC (Gabe Ling)	Board Fees	13		—
Mark L. Pacala	Board Fees	13		—
Richy Agajanian MD	Clinical Trials	2		16

Total		$	110	$	156

Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 45,956	$ 39,816
Oral drug accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	6,418	4,165
Capitated accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	624	1,623
FFS accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	29,197	26,313
Clinical trials accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	2,662	2,443
Other trade receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 7,055	$ 5,272

Business Combinations - Summary of Fair Value of Assets Acquired and Liabilities Assumed as Part of the Acquisition (Details) - USD ($) $ in Thousands						7 Months Ended
	Nov. 21, 2022	Oct. 07, 2022	Aug. 30, 2022	Jul. 22, 2022	Apr. 30, 2022	Nov. 22, 2022	Mar. 31, 2023	Dec. 31, 2022
Estimated fair value of identifiable assets acquired and liabilities assumed:
Goodwill							$ 4,551	$ 21,418
Total
Business Acquisition [Line Items]
Cash						$ 12,227
Deferred						0
Fair value of total consideration transferred						$ 12,227
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash							0
Accounts receivable							0
Inventory							1,089
Property and equipment, net							166
Operating right of use assets							1,742
Goodwill							8,387
Total assets acquired							13,981
Accounts payable							0
Current portion of operating lease liabilities							396
Accrued liabilities							12
Current portion of long term debt							0
Operating lease liabilities							1,346
Total liabilities assumed							1,754
Net assets acquired							12,227
Total \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired							117
Total \| Trade names
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired							$ 2,480
Perkins
Business Acquisition [Line Items]
Cash					$ 8,920
Deferred					0
Fair value of total consideration transferred					8,920
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash					0
Accounts receivable					0
Inventory					408
Property and equipment, net					123
Operating right of use assets					447
Goodwill					5,851
Total assets acquired					9,379
Accounts payable					0
Current portion of operating lease liabilities					135
Accrued liabilities					12
Current portion of long term debt					0
Operating lease liabilities					312
Total liabilities assumed					459
Net assets acquired					8,920
Perkins \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired					70
Perkins \| Trade names
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired					$ 2,480
Parikh
Business Acquisition [Line Items]
Cash				$ 1,908
Deferred				0
Fair value of total consideration transferred				1,908
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash				0
Accounts receivable				0
Inventory				307
Property and equipment, net				15
Operating right of use assets				1,118
Goodwill				1,566
Total assets acquired				3,026
Accounts payable				0
Current portion of operating lease liabilities				169
Accrued liabilities				0
Current portion of long term debt				0
Operating lease liabilities				949
Total liabilities assumed				1,118
Net assets acquired				1,908
Parikh \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired				20
Parikh \| Trade names
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired				$ 0
Barreras
Business Acquisition [Line Items]
Cash			$ 929
Deferred			0
Fair value of total consideration transferred			929
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash			0
Accounts receivable			0
Inventory			279
Property and equipment, net			23
Operating right of use assets			83
Goodwill			624
Total assets acquired			1,012
Accounts payable			0
Current portion of operating lease liabilities			60
Accrued liabilities			0
Current portion of long term debt			0
Operating lease liabilities			23
Total liabilities assumed			83
Net assets acquired			929
Barreras \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired			3
Barreras \| Trade names
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired			$ 0
De La Rosa Costa
Business Acquisition [Line Items]
Cash		$ 25
Deferred		0
Fair value of total consideration transferred		25
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash		0
Accounts receivable		0
Inventory		0
Property and equipment, net		0
Operating right of use assets		6
Goodwill		25
Total assets acquired		31
Accounts payable		0
Current portion of operating lease liabilities		6
Accrued liabilities		0
Current portion of long term debt		0
Operating lease liabilities		0
Total liabilities assumed		6
Net assets acquired		25
De La Rosa Costa \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired		0
De La Rosa Costa \| Trade names
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired		$ 0
Hashimi
Business Acquisition [Line Items]
Cash	$ 445
Deferred	0
Fair value of total consideration transferred	445
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash	0
Accounts receivable	0
Inventory	95
Property and equipment, net	5
Operating right of use assets	88
Goodwill	321
Total assets acquired	533
Accounts payable	0
Current portion of operating lease liabilities	26
Accrued liabilities	0
Current portion of long term debt	0
Operating lease liabilities	62
Total liabilities assumed	88
Net assets acquired	445
Hashimi \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired	24
Hashimi \| Trade names
Estimated fair value of identifiable assets acquired and liabilities assumed:
Intangibles assets acquired	$ 0

Debt - Narrative (Details) - USD ($)		3 Months Ended		12 Months Ended
Debt - Narrative (Details) - USD ($)	Aug. 09, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Amortization of debt issuance costs		$ 1,523,000	$ 0
Facility Agreement
Debt Instrument [Line Items]
Debt issuance costs	$ 4,924,000
Facility Agreement \| Convertible Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 110,000,000
Interest rate (as a percent)	4.00%
Minimum unrestricted cash and cash equivalent balance	$ 40,000,000
Debt instrument, convertible, conversion price	$ 8.567
Conversion cap (in shares)	14,663,019
Conversion of stock, shares issued		0		0
Number of warrants outstanding (in shares)		0		0
Proceeds from secured lines of credit	$ 110,000,000
Long-term debt		$ 82,144,000		$ 80,621,000
Amortization period of debt discount	5 years
Remaining amortization period of debt discount	4 years 4 months 9 days
Debt issuance costs	$ 3,663,000	$ 3,318,000		$ 3,454,000
Amortization period of debt issuance cost	5 years
Remaining amortization period of debt issuance cost	4 years 4 months 9 days
Effective yield (as a percent)		13.38%
Amortization of debt issuance costs		$ 1,523,000
Interest accrued		$ 1,100,000	$ 0
Facility Agreement \| Convertible Notes \| Debt Instrument, Covenant, Period One
Debt Instrument [Line Items]
Minimum net quarterly revenues	$ 50,000,000
Facility Agreement \| Convertible Notes \| Debt Instrument, Covenant, Period Two
Debt Instrument [Line Items]
Minimum net quarterly revenues	75,000,000
Facility Agreement \| Convertible Notes \| Debt Instrument, Covenant, Period Three
Debt Instrument [Line Items]
Minimum net quarterly revenues	100,000,000
Facility Agreement \| Convertible Note Warrant
Debt Instrument [Line Items]
Long-term debt	0
Debt issuance costs	0
Facility Agreement \| Optional Redemption
Debt Instrument [Line Items]
Long-term debt	0
Debt issuance costs	0
Facility Agreement \| Embedded Conversion Option Feature
Debt Instrument [Line Items]
Long-term debt	28,160,000
Debt issuance costs	$ 1,261,000

Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Consolidated Financial Statements of VIEs


(in thousands)	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and restricted cash	$	1,659	$	1,070
Accounts receivable, net	45,956		39,817
Other receivables	123		220
Inventories, net	10,254		9,262
Prepaid expenses	1,406		841
Total current assets	59,398		51,210
Property and equipment, net	153		168
Other assets	491		441
Intangible assets, net	3,227		3,343
Goodwill	—		15,832
Total assets	$	63,269	$	70,994
Liabilities
Current liabilities:
Accounts payable	$	10,370	$	8,296
Income taxes payable	—		132
Accrued expenses and other current liabilities	6,291		5,129
Current portion of long-term debt	—		—
Amounts due to affiliates	153,410		140,218
Total current liabilities	170,071		153,775
Other non-current liabilities	645		739
Deferred income taxes liability	43		58
Total liabilities	$	170,759	$	154,572

- 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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Total operating revenue	$ 76,192,000	$ 55,161,000
Operating expenses
Goodwill impairment charges	16,867,000	0
Selling, general and administrative expense	28,830,000	29,806,000
Depreciation and amortization	1,269,000	987,000
Total operating expenses	109,059,000	73,632,000
Loss from operations	(32,867,000)	(18,471,000)
Other non-operating expense (income)
Interest expense	2,650,000	74,000
Interest income	(1,207,000)	0
Change in fair value of derivative warrant liabilities	(143,000)	1,461,000
Change in fair value of earnout liabilities	(752,000)	(39,440,000)
Change in fair value of conversion option derivative liabilities	(3,318,000)	0
Gain on loan forgiveness	0	(183,000)
Other, net	(143,000)	151,000
Total other non-operating income	(2,913,000)	(37,937,000)
(Loss) income before provision for income taxes	(29,954,000)	19,466,000
Income tax expense	(44,000)	(180,000)
Net income (loss)	$ (29,998,000)	$ 19,286,000
Net income (loss) per share attributable to common stockholders:
Basic (in usd per share)	$ (0.33)	$ 0.22
Diluted (in usd per share)	$ (0.33)	$ 0.21
Weighted-average number of shares outstanding:
Basic (in shares)	73,449,132	73,252,365
Diluted (in shares)	73,449,132	76,247,966
Patient services
Revenue
Total operating revenue	$ 50,273,000	$ 35,057,000
Operating expenses
Direct costs	42,814,000	27,378,000
Dispensary
Revenue
Total operating revenue	24,240,000	18,679,000
Operating expenses
Direct costs	19,145,000	15,324,000
Clinical trials & other
Revenue
Total operating revenue	1,679,000	1,425,000
Operating expenses
Direct costs	$ 134,000	$ 137,000

Marketable Securities and Fair Value Measurements - Summary of Investment Securities Classified as Available-for-sale (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	$ 99,207	$ 121,101
Gross Unrealized Gains	3	6
Gross Unrealized Losses	(237)	(384)
Fair Value	98,973	120,723
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Due in One Year or Less	70,367	72,892
Due After One Year through Five Years	28,606	47,831
Due After Five Years	0	0
Total	98,973	120,723
U.S. Treasury Bills \| Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost		2,573
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Fair Value		2,573
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Due in One Year or Less		2,573
Due After One Year through Five Years		0
Due After Five Years		0
Total		2,573
U.S. Treasury Bills \| Short-term U.S. Treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	40,177	59,876
Gross Unrealized Gains	3	6
Gross Unrealized Losses	(48)	(86)
Fair Value	40,132	59,796
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Due in One Year or Less	40,132	59,796
Due After One Year through Five Years	0	0
Due After Five Years	0	0
Total	40,132	59,796
U.S. Treasury Bills \| Long-term U.S. Treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	59,030	58,652
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(189)	(298)
Fair Value	58,841	58,354
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Due in One Year or Less	30,235	10,523
Due After One Year through Five Years	28,606	47,831
Due After Five Years	0	0
Total	$ 58,841	$ 58,354

Segment Information - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Segment Reporting Information
Total assets	$ 234,633	$ 261,665
Non-segment assets
Segment Reporting Information
Total assets	143,049	178,106
Patient services \| Operating segments
Segment Reporting Information
Total assets	70,241	64,869
Dispensary \| Operating segments
Segment Reporting Information
Total assets	9,872	7,194
Clinical trials & other \| Operating segments
Segment Reporting Information
Total assets	$ 11,471	$ 11,496

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (bb)
-URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 25
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(18))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

+ Details

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

The Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated amortization. See Note 2 for a summary of the Company’s policies relating to goodwill and intangible assets.

Intangible Assets

As of March 31, 2023, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(8,509)	$	10,891
Trade names	10 years	6,650		(2,105)		4,545
Clinical contracts and noncompete agreements	8 years	3,025		(1,233)		1,792
Total intangible assets		$	29,075	$	(11,847)	$	17,228

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


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	10 years	$	19,400	$	(8,038)	$	11,362
Trade names	10 years	6,650		(1,941)		4,709
Clinical contracts and noncompete agreements	8 years	3,025		(1,139)		1,886
Total intangible assets		$	29,075	$	(11,118)	$	17,957

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of March 31, 2023 is as follows:


(in thousands)	Amount
Year ending December 31:
2023 (remaining nine months)	$	2,184
2024	2,913
2025	2,909
2026	2,884
2027	2,757
Thereafter	3,581
Total	$	17,228

The aggregate amortization expense during the three months ended March 31, 2023 and 2022 were $728 and $673, 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, 2023 and December 31, 2022 is as follows:


(in thousands)	March 31, 2023		December 31, 2022
Patient services	$	—	$	16,235
Dispensary	4,551		4,551
Clinical trials & other	—		632
Total goodwill	$	4,551	$	21,418

The changes in the carrying amount of goodwill for the three months ended March 31, 2023 and for the year ended December 31, 2022 are as follows:


(in thousands)	March 31, 2023		December 31, 2022
Balance as of January 1:
Gross goodwill	$	21,418	$	26,626
Goodwill acquired	—		4,736
Goodwill impairment charges (see Note 2 and Note 7)	(16,867)		(9,944)
Goodwill, net as of December 31	$	4,551	$	21,418

Accounts Receivable - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Receivables [Abstract]
Accounts receivable, allowance for credit loss, current	$ 0		$ 0
Write-offs charged against the allowance	11,000	$ 177,000
Accounts receivable, bad debt recovery	$ 10,000	$ 23,000

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 4,551	$ 21,418
Patient services
Goodwill [Line Items]
Goodwill	0	16,235
Dispensary
Goodwill [Line Items]
Goodwill	4,551	4,551
Clinical trials & other
Goodwill [Line Items]
Goodwill	$ 0	$ 632

- Definition

+ References + Details

Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

The Company recognizes revenue in accordance with ASC 606 on the basis of its satisfaction of outstanding performance obligations. The Company typically fulfills its performance obligations over time, either over the course of a single treatment (fee-for-service or "FFS"), a month (capitation), or a number of months (clinical research). The Company also has revenue that is satisfied at a point in time (dispensary). See Note 2 for summary of the Company’s policies and significant assumptions related to revenue recognition.

Disaggregation of Revenue

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


(in thousands)	Three Months Ended March 31,
	2023		2022
Patient services
Capitated revenue	$	16,568	$	14,516
FFS revenue	33,705		20,541
Subtotal	50,273		35,057
Dispensary revenue	24,240		18,679
Clinical research trials and other revenue	1,679		1,425
Total	$	76,192	$	55,161

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, 2023 and December 31, 2022. Refer to Note 4 for accounts receivable as of March 31, 2023 and December 31, 2022.

Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. As of March 31, 2023 and December 31, 2022, contract liabilities amounted to $875 and $1,139, 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.

- 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 https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Accrued Expenses and Other Current and Non-Current Liabilities - Additional Information (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Payables and Accruals [Abstract]
Accrued insurance	$ 1,728

Share-Based Compensation - RSAs (Details) - $ / shares	3 Months Ended
Share-Based Compensation - RSAs (Details) - $ / shares	Mar. 31, 2023	Mar. 31, 2022
Restricted Stock Units and Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance at the beginning (in shares)	2,106,540	1,291,492
Granted (in shares)	1,863,539	727,424
Vested (in shares)	(331,675)	(27,188)
Forfeited (in shares)	(56,427)	0
Balance at the end (in shares)	3,581,977	1,991,728
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Balance at the beginning (in dollars per share)	$ 7.25	$ 10.98
Granted (in dollars per share)	0.48	7.09
Vested (in dollars per share)	4.12	7.09
Forfeited (in dollars per share)	6.63	0
Balance at the ending (in dollars per share)	$ 4.03	10.98
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Vested (in shares)	(331,675)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Granted (in dollars per share)	$ 0.48	$ 7.09
Employees Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance at the beginning (in shares)	1,417,632	1,602,435
Granted (in shares)	0	0
Vested (in shares)	0	(41,578)
Forfeited (in shares)	(16,568)	0
Balance at the end (in shares)	1,401,064	1,560,857
Medical RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance at the beginning (in shares)	147,470	0
Granted (in shares)	8,317	0
Vested (in shares)	(155,787)	0
Forfeited (in shares)	0	0
Balance at the end (in shares)	0	0

Share-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

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.

As of March 31, 2023, the total number of shares of common stock remaining available for future awards (e.g., non-qualified stock options, incentive stock options, restricted stock units, restricted stock awards) under the 2021 Plan is 5,283,068.


	March 31, 2023	March 31, 2022
Valuation assumptions:
Expected dividend yield	—%	—%
Expected volatility	64.00%	35.00%
Risk-free rate	3.40%	2.33% to 2.44%
Expected term (years)	6.25	6.07 to 6.65

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 three months ended March 31, 2023 and 2022 is as follows:


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value (in thousands)
Balance at January 1, 2023	8,049,474	$	2.14
Granted	1,948,354	0.48
Exercised	—	—
Forfeited	(163,414)	3.20
Expired	(1,747)	1.08
Balance at March 31, 2023	9,832,667	$	1.79	8.02	$	384
Vested Options Exercisable at March 31, 2023	3,271,151	$	1.33	6.68	$	—


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value (in thousands)
Balance at January 1, 2022	6,921,180	$	0.88
Granted	1,385,108	7.09
Exercised	—	—
Forfeited	(190,621)	1.23
Expired	(526)	1.23
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

Total share-based compensation expense during the three months ended March 31, 2023 and 2022 was $2,707 and $3,255, excluding costs associated with rolled over units and new units issued or replaced in connection with the Business Combination, respectively. In addition, pursuant to the Business Combination, the Company accelerated and settled in cash 3,724 Legacy TOI Stock Options in a total cash amount of $20,597. The Company recognized compensation expense in the

amount of $19,953 related to the share-based compensation units that are subject to performance vesting conditions immediately prior to the Business Combination.

At March 31, 2023, there was $20,080 of total unrecognized compensation cost related to unvested service Stock Options granted under the 2021 Plan and 2019 Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.92 years for the three months ended March 31, 2023. The total fair value of common shares vested during the three months ended March 31, 2023 and 2022 was $281 and $2,198, 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 is no longer subject to the sale of the Company event in order to vest, but was modified to include service requirements only. The service vesting requirement states that: (i) 16.67% of the RSUs shall vest on the sixth month anniversary of the Closing Date, and (ii) the remaining 83.33% shall vest on an equal quarterly-basis, so long as the grantee has remained continuously employed by the Company from the date of the award through the third anniversary of the grant date. The Company treated the RSUs that were previously subject to performance conditions as a new award granted at the Closing Date. All RSAs activity was retroactively restated to reflect the RSUs.

As of the Closing Date, the 2,210 RSAs outstanding under the Plan were converted into 1,291,492 RSUs upon the completion of the Business Combination after effect of the Common Stock Exchange Ratio. This effect of the Common Stock Exchange Ratio has been retroactively adjusted throughout our condensed consolidated financial statements.

The weighted-average grant date fair values of the RSUs granted during three months ended March 31, 2023 and 2022, were determined to be $0.48 and $7.09, respectively, based on the fair value of the Company’s common share at the grant date.

A summary of the activity for the RSUs for the three months ended March 31, 2023 and 2022, respectively, are shown in the following table:


	Three Months Ended March 31,
	2023			2022
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	2,106,540	$	7.25	1,291,492	$	10.98
Granted	1,863,539	0.48		727,424	7.09
Vested	(331,675)	4.12		(27,188)	7.09
Forfeited	(56,427)	6.63		—	—
Unvested at end of year	3,581,977	$	4.03	1,991,728	$	10.98

The total share-based compensation expense related to RSUs was $2,088 and $1,491, respectively, during the three months ended March 31, 2023 and 2022.

As of March 31, 2023 there was $14,435 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 2.74 years as of March 31, 2023. As of March 31, 2023, 331,675 of the RSUs have vested and zero were net settled to cover the required withholding tax upon vesting.

RSUs granted to Medical Employees and Nonemployees

In 2022, the Company entered into arrangements with certain medical directors and supervisors of advanced practice providers employed by or engaged as independent contractors of TOI to issue RSUs of the Company (“Medical RSUs”). Vesting on each annual Medical RSU award is dependent on the participant performing a specified minimum number of service hours during the calendar year (“One-Year Term”) and further contingent upon the participant’s continued service to, or employment by, the Company through the grant date. The Company’s regular grant date for these Medical RSU awards is in the first quarter of the calendar year following the one-Year Term.

The number of Medical RSUs granted to each such participant is determined by dividing a fixed monetary value by the trailing five-day closing price per share of the Common Stock preceding the grant date. Due to the calculation, some Medical RSU awards are liability-classified whereas other Medical RSU awards have a fixed number of shares and are equity-classified.

In the fourth quarter of 2022, the Company amended the terms of Medical RSUs previously issued to approximately 21 participants during the first quarter of 2022. The amendment primarily updated the vesting period and conditions. The original terms of the Medical RSU awards were deemed improbable of vesting at the modification date whereas the amended Medical RSU awards were deemed probable of vesting at the modification date, and thus are a Type III modification under ASC 718. The modification to the Medical RSUs resulted in $187 incremental share-based compensation expense before forfeitures, $(11) after accounting for forfeitures related to participants who did not perform the minimum number of service hours specified, recorded in the Company's Statement of Operations.

The total fair value of the liability-classified Medical RSU awards granted in 2022 and outstanding as of December 31, 2022 was approximately $264, which represents the fixed monetary value of the awards. The weighted-average grant-date fair value, based on the Company’s share price on the modification date, was $3.56 for equity-classified Medical RSUs granted during 2022 and outstanding as of December 31, 2022. There were no unvested equity-classified Medical RSU awards outstanding as of March 31, 2023 or March 31, 2022.

A summary of the activity for the equity-classified Medical RSUs for the three months ended March 31, 2023 and 2022, respectively, is shown in the following table:


	Three Months Ended March 31,
	2023	2022
Balance at beginning of period	147,470	—
Granted	8,317	—
Vested	(155,787)	—
Forfeited	—	—
Balance at end of period	—	—

Total compensation costs for Medical RSUs was $58 for the three months ended March 31, 2023. As of March 31, 2023, all Medical RSUs have vested.

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 million ("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.

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 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, 2023 and 2022 is shown in the following table:


	Three Months Ended March 31,
	2023	2022
Outstanding at beginning of period	1,417,632	1,602,435
Granted	—	—
Vested	—	(41,578)
Forfeited	(16,568)	—
Outstanding at end of period	1,401,064	1,560,857

The total share-based compensation expense during the three months ended March 31, 2023 and 2022 was $112 and $3,807, related to the Employees Earnout Shares, respectively.

As of March 31, 2023, there was $391 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 0.51 years as of March 31, 2023. As of March 31, 2023, none of the Employee Earnout Shares have vested.

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 541	$ 314

Share-Based Compensation - Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Number of shares
Balance at the beginning (in shares)	8,049,474	6,921,180
Granted (in shares)	1,948,354	1,385,108
Exercised (in shares)	0	0
Forfeited (in shares)	(163,414)	(190,621)
Expired (in shares)	(1,747)	(526)
Balance at the end (in shares)	9,832,667	8,115,141
Vested options exercisable at the end (in shares)	3,271,151	1,858,885
Weighted average exercise price
Balance at the beginning (in dollars per share)	$ 2.14	$ 0.88
Granted (in dollars per share)	0.48	7.09
Exercised (in dollars per share)	0	0
Forfeited (in dollars per share)	3.20	1.23
Expired (in dollars per share)	1.08	1.23
Balance at the end (in dollars per share)	1.79	1.94
Vested options exercisable at the end (in dollars per share)	$ 1.33	$ 0.86
Weighted average remaining contractual term
Balance at the end (in years)	8 years 7 days	8 years 10 months 13 days
Vested options exercisable at the end (in years)	6 years 8 months 4 days	7 years 6 months 29 days
Aggregate intrinsic value (in thousands)	$ 384	$ 42,151
Vested Options Exercisable	$ 0	$ 11,662

Marketable Securities and Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Marketable Securities and Fair Value Measurements

Marketable Securities

The Company accounts for its investment securities as available for sale using the fair value election pursuant to ASC 825, where changes in fair value are recorded in Other, net non-operating income (expense) on the Company's Condensed Consolidated Statements of Operations. The Company’s investments in marketable securities at March 31, 2023 and December 31, 2022 is as follows:


	March 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value


Marketable securities:
Short-term U.S. Treasuries	$	40,177	$	3	$	(48)	$	40,132
Long-term U.S. Treasuries	59,030		—		(189)		58,841
Total available for sale securities	$	99,207	$	3	$	(237)	$	98,973


	December 31, 2022
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
U.S. Treasury Bills	$	2,573	$	—	$	—	$	2,573
Marketable securities:
Short-term U.S. Treasuries	$	59,876	$	6	$	(86)	$	59,796
Long-term U.S. Treasuries	58,652		—		(298)		58,354
Total available for sale securities	$	121,101	$	6	$	(384)	$	120,723

The contractual maturities of the Company's investments in cash equivalents and marketable securities as of March 31, 2023 and December 31, 2022 is as follows:


(in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total


Marketable securities:
Short-term U.S. Treasuries	$	40,132	$	—	$	—	$	40,132
Long-term U.S. Treasuries	30,235		28,606		—		58,841
Total available for sale securities	$	70,367	$	28,606	$	—	$	98,973


(in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
U.S. Treasury Bills	$	2,573	$	—	$	—	$	2,573
Marketable securities:
Short-term U.S. Treasuries	59,796		—		—		59,796
Long-term U.S. Treasuries	10,523		47,831		—		58,354
Total available for sale securities	$	72,892	$	47,831	$	—	$	120,723

The Company recorded a net unrealized loss of $143 for the three months ended March 31, 2023. At March 31, 2023, seven securities were in an unrealized loss position. The decline in fair value of our securities since acquisition was attributable to a combination of changes in interest rates and general volatility in the credit market conditions in response to the economic uncertainty caused by the risk of an upcoming recession and monetary policy. The Company does not currently intend to sell any of the securities in an unrealized loss position and further believe, it is more likely than not, that we will not be required to sell these securities before their anticipated recovery.

Accrued interest receivable on cash equivalents and marketable securities was $234 and $274, respectively, at March 31, 2023 and December 31, 2022, and is included within other receivables in the Condensed Consolidated Balance Sheets.

Fair Value Measurements

The following table presents the carrying amounts of the Company’s recurring and non-recurring fair value measurements at March 31, 2023 and December 31, 2022:


	March 31, 2023
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:

Marketable securities	$	40,132	$	—	$	40,132	$	—
Non-current investments	58,841		—		58,841		—
Financial liabilities:
Derivative warrant liabilities	$	207	$	—	$	207	$	—
Earnout liabilities	51		—		—		51
Conversion option derivative liabilities	642		—		—		642
Non-recurring fair value measurement:
Goodwill	4,551		—		—		4,551

As of March 31, 2023, derivative warrant liabilities of $207 were transferred from a Level 3 to a Level 2 financial instrument as a result of the valuation being based on the market price of our public warrants, which management considers to be a similar and comparable instrument, as compared to the previous valuation which was based on the Binomial Lattice Model. There were no transfers between levels for the three months ended March 31, 2022.


	December 31, 2022
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	2,573	$	—	$	2,573	$	—
Marketable securities	59,796		—		59,796		—
Non-current investments	58,354		—		58,354		—
Financial liabilities:
Derivative warrant liabilities	$	350	$	—	$	—	$	350
Earnout liabilities	803		—		—		803
Conversion option derivative liabilities	3,960		—		—		3,960
Non-recurring fair value measurement:
Goodwill	21,418		—		—		21,418

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

The Company measures its investments (including cash equivalents, marketable securities, and non-current investments) at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy. Investment securities, including U.S. Treasury Bills purchased in the secondary market and U.S. Treasury bonds, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies.

The Company measures its private derivative warrants at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy because the valuation is based on an observable input of a similar instrument. The Company measures its earnout, convertible note warrant derivative liability, optional redemption derivative liability and conversion option derivative liability on a recurring basis and classifies those instruments within Level 3 of the fair value hierarchy because unobservable inputs are used to measure fair value. See Note 2 for a summary of the Company’s policies relating to fair value measurements, and Note 11 for more detail on the convertible note warrant, optional redemption, and conversion option derivative liabilities.

The Company measures goodwill at fair value on a nonrecurring basis and classifies goodwill within Level 3 of the fair value hierarchy. Due to significant declines in the Company's share price during the three months ended March 31, 2023, the Company performed a quantitative analysis of impairment over goodwill and determined goodwill was impaired. As a result, the Company recorded an impairment charge of $16,867. Goodwill was valued using an equally weighted income approach and market approach. The unobservable inputs utilized in determining the fair value of the goodwill, which is categorized as a Level 3 instrument, are the discount rates ranging from 45.0% to 55.0% and various revenue growth rates utilized in the financial forecast of future cash flows. See Note 2 for further detail on the impairment evaluation and Note 18 for goodwill.

The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis at March 31, 2023:


(in thousands)	Private Warrant Liability		Earnout Liability		Conversion Option Derivative Liability




Balance at December 31, 2021	$	2,193	$	60,018	$	—
Conversion option derivative liability acquired (see Note 11 for detail)	—		—		28,160
Decrease in fair value included in other expense	(1,843)		(59,215)		(24,200)
Balance at December 31, 2022	$	350	$	803	$	3,960
Decrease in fair value included in other expense	(143)		$	(752)	(3,318)
Balance at March 31, 2023	$	207	$	51	$	642

As of March 31, 2023, earnout liabilities were valued using a Monte-Carlo Simulation Model, which is considered to be a Level 3 fair value measurement, and derivative warrant liabilities were valued using the public warrant trading price, which is considered to be a Level 2 fair value measurement. As of December 31, 2022, 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.

As of March 31, 2023 and December 31, 2022, the convertible note warrant and conversion option derivative liabilities were valued using the Binomial Lattice and Black-Scholes Models, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of our Level 3 liabilities is the expected volatility of the common stock. A summary of the inputs used in the valuations is as follows:


	March 31, 2023
	First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price	$	0.68		$	0.68		$	0.68		$	0.68
Term (in years)	1.46			1.49			4.36			4.36
Volatility	79.00		%	79.00		%	67.00		%	67.00		%
Risk-free rate	4.30		%	4.30		%	3.60		%	3.60		%
Dividend yield	—			—			—			—
Cost of equity	15.80		%	15.80		%	—			—


	December 31, 2022
	Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price	$	1.65		$	1.65		$	1.65		$	1.65		$	1.65
Term (in years)	3.87			1.54			1.55			4.61			4.61
Volatility	71.80		%	70.00		%	70.00		%	40.00		%	40.00		%
Risk-free rate	4.08		%	4.45		%	4.45		%	3.99		%	3.99		%
Dividend yield	—			—			—			—			—
Cost of equity	—			13.60		%	13.60		%	0.00		%	0.00		%

On August 9, 2022, the Company issued a senior secured convertible note that contains embedded warrant, optional redemption, and conversion option features. Due to the economic disincentive to redeem and the make whole amount that would be required to be paid, it is highly unlikely that the optional redemption would occur, reducing the value during the period to a qualitatively immaterial amount. See Note 11 for additional detail. A summary of the inputs used in the initial measurement of the convertible note warrant and conversion option derivative liabilities is as follows:


	August 9, 2022
	(Initial Measurement)
	Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price	$	6.63		$	6.63
Term (in years)	5.00			5.00
Volatility	42.5		%	42.5		%
Risk-free rate	3.0		%	3.0		%
Dividend yield	—			—
Cost of equity	—			—

Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs

The inputs to estimate the fair value of the Company’s earnout, convertible note warrant, and conversion option derivative liabilities were the market price of the Company’s common stock, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement.

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

- 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

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 44	$ 180
Increase (decrease) in income taxes	$ (136)
Effective income tax rate reconciliation, percent	(0.15%)	0.92%

- Definition

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

+ References + Details

Debt - Summary of Long-Term Debt, Net of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Aug. 09, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Senior Secured Convertible Note, due August 9, 2027				$ 110,000
Facility Agreement
Debt Instrument [Line Items]
Less: Unamortized debt issuance costs			$ 4,924
Facility Agreement \| Convertible Notes
Debt Instrument [Line Items]
Senior Secured Convertible Note, due August 9, 2027	$ 110,000	$ 110,000
Less: Unamortized debt issuance costs	3,318	3,454	$ 3,663
Less: Unamortized debt discount	24,538	25,925
Long-term debt, net of unamortized debt discount and issuance costs	$ 82,144	$ 80,621

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Marketable Securities and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Investment Securities Classified as Available-for-sale

The Company’s investments in marketable securities at March 31, 2023 and December 31, 2022 is as follows:


	March 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value


Marketable securities:
Short-term U.S. Treasuries	$	40,177	$	3	$	(48)	$	40,132
Long-term U.S. Treasuries	59,030		—		(189)		58,841
Total available for sale securities	$	99,207	$	3	$	(237)	$	98,973


	December 31, 2022
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
U.S. Treasury Bills	$	2,573	$	—	$	—	$	2,573
Marketable securities:
Short-term U.S. Treasuries	$	59,876	$	6	$	(86)	$	59,796
Long-term U.S. Treasuries	58,652		—		(298)		58,354
Total available for sale securities	$	121,101	$	6	$	(384)	$	120,723

The contractual maturities of the Company's investments in cash equivalents and marketable securities as of March 31, 2023 and December 31, 2022 is as follows:


(in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total


Marketable securities:
Short-term U.S. Treasuries	$	40,132	$	—	$	—	$	40,132
Long-term U.S. Treasuries	30,235		28,606		—		58,841
Total available for sale securities	$	70,367	$	28,606	$	—	$	98,973


(in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
U.S. Treasury Bills	$	2,573	$	—	$	—	$	2,573
Marketable securities:
Short-term U.S. Treasuries	59,796		—		—		59,796
Long-term U.S. Treasuries	10,523		47,831		—		58,354
Total available for sale securities	$	72,892	$	47,831	$	—	$	120,723

Summary of Carrying Amounts of Financial Instruments

The following table presents the carrying amounts of the Company’s recurring and non-recurring fair value measurements at March 31, 2023 and December 31, 2022:


	March 31, 2023
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:

Marketable securities	$	40,132	$	—	$	40,132	$	—
Non-current investments	58,841		—		58,841		—
Financial liabilities:
Derivative warrant liabilities	$	207	$	—	$	207	$	—
Earnout liabilities	51		—		—		51
Conversion option derivative liabilities	642		—		—		642
Non-recurring fair value measurement:
Goodwill	4,551		—		—		4,551


	December 31, 2022
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	2,573	$	—	$	2,573	$	—
Marketable securities	59,796		—		59,796		—
Non-current investments	58,354		—		58,354		—
Financial liabilities:
Derivative warrant liabilities	$	350	$	—	$	—	$	350
Earnout liabilities	803		—		—		803
Conversion option derivative liabilities	3,960		—		—		3,960
Non-recurring fair value measurement:
Goodwill	21,418		—		—		21,418

Summary of Changes in Fair Value of Level 3 Warrant Liabilities

The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis at March 31, 2023:


(in thousands)	Private Warrant Liability		Earnout Liability		Conversion Option Derivative Liability




Balance at December 31, 2021	$	2,193	$	60,018	$	—
Conversion option derivative liability acquired (see Note 11 for detail)	—		—		28,160
Decrease in fair value included in other expense	(1,843)		(59,215)		(24,200)
Balance at December 31, 2022	$	350	$	803	$	3,960
Decrease in fair value included in other expense	(143)		$	(752)	(3,318)
Balance at March 31, 2023	$	207	$	51	$	642

Schedule of Assumptions used in the Valuation of Derivative Liabilities

A summary of the inputs used in the valuations is as follows:


	March 31, 2023
	First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price	$	0.68		$	0.68		$	0.68		$	0.68
Term (in years)	1.46			1.49			4.36			4.36
Volatility	79.00		%	79.00		%	67.00		%	67.00		%
Risk-free rate	4.30		%	4.30		%	3.60		%	3.60		%
Dividend yield	—			—			—			—
Cost of equity	15.80		%	15.80		%	—			—


	December 31, 2022
	Derivative Warrant Liability			First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price	$	1.65		$	1.65		$	1.65		$	1.65		$	1.65
Term (in years)	3.87			1.54			1.55			4.61			4.61
Volatility	71.80		%	70.00		%	70.00		%	40.00		%	40.00		%
Risk-free rate	4.08		%	4.45		%	4.45		%	3.99		%	3.99		%
Dividend yield	—			—			—			—			—
Cost of equity	—			13.60		%	13.60		%	0.00		%	0.00		%

A summary of the inputs used in the initial measurement of the convertible note warrant and conversion option derivative liabilities is as follows:


	August 9, 2022
	(Initial Measurement)
	Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price	$	6.63		$	6.63
Term (in years)	5.00			5.00
Volatility	42.5		%	42.5		%
Risk-free rate	3.0		%	3.0		%
Dividend yield	—			—
Cost of equity	—			—

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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 U.S. 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, 2022, issued on March 16, 2023. 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 TOI PCs, which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of March 31, 2023, TOI held variable interest in TOI CA, The Oncology Institute FL, LLC, a Professional Corporation ("TOI FL"), and The Oncology Institute TX, a Professional Corporation ("TOI TX"), all of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 17, the 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 ("ASC") Topic No. 805, Business Combinations (“ASC 805”). The Company first assesses whether an acquisition constitutes a business combination or asset acquisition by applying the screening test and analyzing whether the acquired entity has substantive inputs, processes, and the ability to produce outputs. Upon concluding an acquisition is a business combination, per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an entity obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired. The DFPH-Legacy TOI Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, DFPH was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy TOI issuing stock for the net assets of DFPH, accompanied by a recapitalization. The net assets of DFPH are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of TOI Parent. Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient services, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20. Use of Estimates The preparation of 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 materially 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 and the allowance for credit losses, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired identifiable assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgements related to deferred income taxes. Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company's Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Under the two-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options, restricted stock units, Medical RSUs (defined in Note 14), earnout shares (defined in Note 14), public warrants, private placement warrants, and Senior Secured Convertible Notes (defined in Note 11). The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants, and private placement warrants. The if-converted method is used to calculate the potentially dilutive effect of the Senior Secured Notes. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted net income (loss) per share until the market conditions have been met (see more detail on the earnout shares in Note 14). The Medical RSUs (defined in Note 14) are also contingently issuable; therefore, they are excluded from basic net income (loss) per share until the performance and service conditions have been met (see more detail in Note 14). Further, the number of contingently issuable Medical RSUs included in diluted net income (loss) per share is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period and if the result would be dilutive. For the periods presented, the public and private placement warrants are out of the money; therefore, the public and private placement warrants are antidilutive and excluded from diluted net income per share. Fair Value Measurements The Company accounts for fair value measurements under ASC 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 1inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2inputs: 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 3inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company's fair value measurement methodology for cash and cash equivalents, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments. Fair value measurement of investment securities available for sale is based upon quoted prices from active markets, if available (Level 1). If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation methodologies. Level 2 investment securities include US Treasuries purchased in the secondary market that use pricing inputs other than quoted prices in active markets and fair value is determined using pricing models or other valuation methodologies such as broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. Fair value measurements of derivative warrants are based on the market price of our public warrants, which are quoted prices for similar instruments and considered a Level 2 input. Fair value measurements of earnout liabilities are based on the Monte-Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the earnouts is the expected volatility of the common stock. Fair value measurements of the convertible note warrant and conversion option derivative liabilities are based on the Black-Derman-Troy model implemented in the Binomial Lattice and Black-Scholes Models, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the convertible note warrant and conversion option derivative liabilities is the expected volatility of the common stock. Cash and Cash Equivalents The Company considers all highly liquid investments that are both readily convertible into cash and mature within 90 days from the date of purchase to be cash equivalents. As of March 31, 2023, the Company's cash equivalents consist of U.S. Treasury bills with a maturity date less than 90 days from the date of purchase. Accounts Receivable and Allowance for Credit Losses The Company’s accounts receivables are recorded and stated at the amount expected to be collected determined by each payor, net of an allowance for credit losses, under ASC Topic No. 310, Receivables (“ASC 310”). In accordance with ASC Topic No. 326, Financial Instruments — Credit Losses (“ASC 326”), the Company recognizes credit losses based on a forward-looking current expected credit losses (“CECL”) model. The Company segregates accounts receivables into portfolio segments based on shared risk characteristics, such as line of business and customer type, for evaluation of expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, default-based statistics, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses is developed using a loss rate method and is recognized in the Condensed Consolidated Statement of Operations. The uncollectible accounts receivables are written off on a quarterly basis in the period determination when collection activities cease due to a final determination that all or a portion of the balance is no longer collectible and if there is no pending litigation activity related to the receivable. No allowance for credit losses was recorded as of March 31, 2023 and December 31, 2022. Goodwill The Company accounts for goodwill under Accounting Standards Codification Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”). Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized but is required to be evaluated for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. 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. In assessing goodwill for impairment, an entity has the option to assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is more likely than not that the fair value of the reporting unit is greater than its carrying value, then performing the two-step impairment test is unnecessary. An entity can choose not to perform a qualitative assessment for any of its reporting units and proceed directly to the use of the two-step impairment test. When assessing goodwill for impairment for the quarter ended March 31, 2023, we first performed a qualitative assessment to determine whether it was necessary to perform the two-step quantitative analysis. Based on the qualitative assessment including our share price decrease as well as factors related to macroeconomic conditions, industry and market considerations, cost factors, financial performance and market capitalization, we determined it was likely that our reporting unit fair value was less than its carrying value and the two-step impairment test was required. It was concluded in connection with the preparation of these financial statements that, based on the results of our most recent qualitative assessment performed for the three months ended March 31, 2023, there was an impairment of $16,867 of goodwill recorded for the three months ended March 31, 2023. There was no impairment recorded as of March 31, 2022. Debt The Company accounts for debt net of debt issuance costs and debt discount. Debt issuance costs and debt discount are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method. The Company accounts for bifurcated, debt-classified embedded features separately as derivative liabilities pursuant to ASC Topic No. 815, Derivatives and Hedging ("ASC 815"). Bifurcated, debt-classified embedded features are recorded at fair value on the Company's balance sheet with subsequent changes in fair value recorded in the Condensed Consolidated Statement of Operations each reporting period. Investments in Marketable Securities The Company's investments in marketable securities are classified as available-for-sale and are carried at fair value. The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments ("ASC 825"), where changes in fair value are recorded in unrealized gains (losses), net on the Company's Condensed Consolidated Statements of Operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as current assets if the maturity date is less than one year from the date of purchase and they may be readily liquidated. Interest income and accretion on marketable securities are included in interest income in the Condensed Consolidated Statements of Operations. Realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the Condensed Consolidated Statements of Operations. The cost of securities sold is based on the First In, First Out method. At each reporting period, the Company evaluates available-for-sale marketable securities, to the extent the fair value option is not elected, for any credit-related impairment when the fair value of the investment is less than its amortized cost. If the Company determines that the decline in fair value is below the carrying value and this decline is other-than-temporary, credit-related impairment is recognized in the Consolidated Statement of Operations in accordance with ASC 320, Debt Securities. As of March 31, 2023, there were no available-for-sale instruments for which the fair value option was not elected. 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 ("Securities Act"), 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 In June 2016, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 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”); 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”), and in March 2022, the FASB issued Accounting Standard Update 2022-02, Financial Instruments — Credit Losses: Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), 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. ASU 2016-13 introduced a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including receivables, contract assets and held-to-maturity debt securities, which requires the Company to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands disclosure requirements. The Company adopted the ASU 2016-13, as amended, effective January 1, 2023, using the modified retrospective approach, which resulted in changes to the Company’s accounting policies for accounts receivables. Upon adoption of ASU 2016-13, the Company evaluated accounts receivables on a collective (i.e., portfolio) basis when similar risk characteristics were shared. The adoption of this standard did not have a material impact on our consolidated financial statements and there was no allowance for credit losses recorded as of March 31, 2023 and December 31, 2022. Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company beginning January 1, 2024. The Company is currently evaluating the effect of ASU 2020-06 on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers (“ASC 606”). The guidance is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company will adopt ASU 2021-08 on January 1, 2024 on a prospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

The Company’s inventories as of March 31, 2023 and December 31, 2022 were as follows:


(in thousands)	March 31, 2023		December 31, 2022
Oral drug inventory	$	2,185	$	2,130
IV drug inventory	8,069		7,131
Total	$	10,254	$	9,261

Leases - Summary of Lease, Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease costs:	$ 1,762	$ 1,168
Amortization of ROU asset	20	14
Interest expense	3	1
Short-term lease costs	31	109
Variable lease costs	$ 274	$ 205

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company evaluates contingencies based upon available evidence. In addition, allowances for losses are provided each year for disputed items which have continuing significance. The Company believes that allowances for losses have been provided to the extent necessary, and that its assessment of contingencies is reasonable. Due to the inherent uncertainties and subjectivity involved in accounting for contingencies, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. To the extent that the resolution of contingencies results in amounts which vary from management’s estimates, future operating results will be charged or credited. The principal commitments and contingencies are described below. Legal Matters The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of Management, the outcome of such matters will not have a material effect on the Company’s 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 ASC No. 450-20, Disclosure of Certain Loss Contingencies. 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, 2023 and December 31, 2022. Liability Insurance The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities, arising out of claims asserted against the Company or the Company’s affiliated professional organizations, in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage. Guarantees The Company, along with certain of the Company's subsidiaries from time to time party to the Facility Agreement (“Guarantors”), has pledged a first priority perfected lien on substantially all of their respective personal and real property, as collateral security for the payment of outstanding obligations, under the Facility Agreement.

Significant Risks and Uncertainties Including Business and Credit Concentrations

3 Months Ended

Mar. 31, 2023

Risks and Uncertainties [Abstract]

Significant Risks and Uncertainties Including Business and Credit Concentrations

Credit Risk

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

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

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

The Company's investment securities portfolio is managed by a third party vendor to provide a relatively stable source of investment income from excess liquidity while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk, and interest rate risk.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors for the three months ended March 31, 2023 and 2022 are as follows:


	Three Months Ended March 31,
	2023		2022
Percentage of Net Revenue:
Payor A	11	%	16	%
Payor B	15	%	17	%

The concentration of gross receivables on a percentage basis for major payors at March 31, 2023 and December 31, 2022 are as follows:


	March 31, 2023		December 31, 2022
Percentage of Gross Receivables:
Payor B	13	%	13	%
Payor C	10	%	10	%

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, 2023 and 2022 are as follows:


	Three Months Ended March 31,
	2023		2022
Percentage of Cost of Sales:
Vendor A	99	%	51	%
Vendor B	N/A		47	%

The concentration of gross payables on a percentage basis for major payors at March 31, 2023 and December 31, 2022 are as follows:


	March 31, 2023		December 31, 2022
Percentage of Gross Payables:
Vendor A	71	%	66	%

Vendor C	11	%	N/A

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory [Line Items]
Total inventories	$ 10,254	$ 9,261
Oral drug inventory
Inventory [Line Items]
Total inventories	2,185	2,130
IV drug inventory
Inventory [Line Items]
Total inventories	$ 8,069	$ 7,131

Significant Risks and Uncertainties Including Business and Credit Concentrations - Revenue Concentration Risk (Details) - Customer concentration	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Percentage of Net Revenue \| Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	11.00%	16.00%
Percentage of Net Revenue \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	15.00%	17.00%
Percentage of Gross Receivables \| Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	13.00%		13.00%
Percentage of Gross Receivables \| Payor C
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage	10.00%		10.00%

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recorded income tax expense of $44 for the three months ended March 31, 2023, as compared to income tax expense of $180 for the three months ended March 31, 2022. The decrease of $136, in income tax expense is primarily related to the corresponding increase in the valuation allowance for TOI. The Company's effective tax rate decreased to (0.15)% for the three months ended March 31, 2023, from 0.92% for the three months ended March 31, 2022.. The Company's effective tax rate for the three months ended March 31, 2023, 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, earn out, and derivative liabilities, non-deductible transaction costs, as well as the Section 162(m) limitation on compensation for covered employees and Section 163(l) limitation on interest expense related to the convertible note, which are not taxable for federal income tax purposes.

- 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
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Summary of Lease, Cost

The components of lease expense were as follows for the three months ended March 31, 2023 and 2022:


(in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Operating lease costs:	$	1,762	$	1,168
Finance lease costs:
Amortization of ROU asset	$	20	$	14
Interest expense	$	3	$	1
Other lease costs:
Short-term lease costs	$	31	$	109
Variable lease costs	$	274	$	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, 2023 and 2022.


(in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	1,581	$	1,145
Financing cash payments for finance leases	21		17
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	1,550	$	19,598
Finance leases	3		40

Summary of Lessee, Operating Lease, Liability, Maturity

The aggregate future lease payments for the Company's leases in years subsequent to March 31, 2023 are as follows:


(in thousands)	Operating Leases		Finance Leases
2023 (remaining nine months)	$	5,206	$	63
2024	6,562		77
2025	5,947		42
2026	5,217		39
2027	4,126		—
Thereafter	5,181		29
Total future lease payment	$	32,239	$	250
Less: amount representing interest	(4,349)		(26)
Present value of future lease payment (lease liabilities)	$	27,890	$	224
Reported as:
Lease liabilities, current	$	5,639	$	73
Lease liabilities, noncurrent	22,251		151
Total lease liabilities	$	27,890	$	224

Summary of Finance Lease, Liability, Fiscal Year Maturity

The aggregate future lease payments for the Company's leases in years subsequent to March 31, 2023 are as follows:


(in thousands)	Operating Leases		Finance Leases
2023 (remaining nine months)	$	5,206	$	63
2024	6,562		77
2025	5,947		42
2026	5,217		39
2027	4,126		—
Thereafter	5,181		29
Total future lease payment	$	32,239	$	250
Less: amount representing interest	(4,349)		(26)
Present value of future lease payment (lease liabilities)	$	27,890	$	224
Reported as:
Lease liabilities, current	$	5,639	$	73
Lease liabilities, noncurrent	22,251		151
Total lease liabilities	$	27,890	$	224

Summary of Weighted Average Discount Rates

The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of March 31, 2023 and 2022:


	March 31, 2023		March 31, 2022
Weighted-average remaining lease term (in years)
Operating	5.19		4.81
Finance	3.56		2.58
Weighted-average discount rate
Operating	5.23	%	4.21	%
Finance	6.05	%	4.39	%

Leases - Supplemental Noncash Information Related Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$ 1,581	$ 1,145
Financing cash payments for finance leases	21	17
Operating leases	1,550	19,598
Finance leases	$ 3	$ 40

Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

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, 2023 and 2022.


(in thousands, except share data)	Three Months Ended March 31,
	2023		2022
Net (loss) income attributable to TOI	$	(29,998)	$	19,286
Less: Deemed dividend	—		—
Net (loss) income attributable to TOI available for distribution	(29,998)		19,286
Net (loss) income attributable to participating securities, basic	(5,504)		3,519
Net (loss) income attributable to common stockholders, basic	$	(24,494)	$	15,767
Weighted average common shares outstanding, basic	73,449,132		73,252,365
Net (loss) income per share attributable to common stockholders, basic	$	(0.33)	$	0.22

The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the three months ended March 31, 2023 and 2022.


(in thousands, except share data)	Three Months Ended March 31,
	2023		2022
Net (loss) income attributable to TOI	$	(29,998)	$	19,286
Less: Deemed dividend	—		—

Net (loss) income attributable to TOI available for distribution	(29,998)		19,286
Net (loss) income attributable to participating securities, diluted	(5,504)		3,405
Net (loss) income attributable to common stockholders, diluted	$	(24,494)	$	15,881
Weighted average common shares outstanding, basic	73,449,132		73,252,365
Dilutive effect of stock options	—		2,995,601

Weighted average shares outstanding, diluted	73,449,132		76,247,966
Net (loss) income per share attributable to common stockholders, diluted	$	(0.33)	$	0.21


	Three Months Ended March 31,
	2023	2022
Stock options	9,832,667	4,609,124
RSUs	3,581,977	1,991,728
Medical RSUs	447,012	—
Earnout Shares	1,401,064	1,560,857
Public Warrants	5,749,986	5,749,986
Private Warrants	3,177,542	3,177,542

Segment Information (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Summary of Summarized Financial Information for the Company's Segments

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


(in thousands)	Three Months Ended March 31,
	2023		2022
Revenue
Patient services	$	50,273	$	35,057
Dispensary	24,240		18,679
Clinical trials & other	1,679		1,425
Consolidated revenue	$	76,192	$	55,161

Direct costs
Patient services	$	42,814	$	27,378
Dispensary	19,145		15,324
Clinical trials & other	134		137
Total segment direct costs	$	62,093	$	42,839

Depreciation expense
Patient services	$	406	$	250
Dispensary	16		—


(in thousands)	Three Months Ended March 31,
	2023		2022
Clinical trials & other	—		47
Total segment depreciation expense	$	422	$	297

Amortization of intangible assets
Patient services	$	675	$	621
Dispensary	—		—
Clinical trials & other	52		53
Total segment amortization	$	727	$	674

Operating income
Patient services	$	6,378	$	6,808
Dispensary	5,079		3,355
Clinical trials & other	1,493		1,188
Total segment operating income	$	12,950	$	11,351

Goodwill impairment charges
Patient services	$	16,235	$	—
Dispensary	—		—
Clinical trials & other	632		—
Total impairment charges	$	16,867	$	—

Selling, general and administrative expense	$	28,830	$	29,806
Non-segment depreciation and amortization	120		16
Total consolidated operating loss	$	(32,867)	$	(18,471)


(in thousands)	March 31, 2023		December 31, 2022
Assets
Patient services	$	70,241	$	64,869
Dispensary	9,872		7,194
Clinical trials & other	11,471		11,496
Non-segment assets	143,049		178,106
Total assets	$	234,633	$	261,665

Marketable Securities and Fair Value Measurements - Schedule of Assumptions used in the Valuation of Derivative Liabilities (Details)	Mar. 31, 2023 $ / shares yr	Dec. 31, 2022 $ / shares yr	Aug. 09, 2022 $ / shares yr
Unit price \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares		1.65
Unit price \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.68	1.65
Unit price \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.68	1.65
Unit price \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.68	1.65	6.63
Unit price \| Conversion Option Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.68	1.65	6.63
Term (in years) \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| yr		3.87
Term (in years) \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| yr	1.46	1.54
Term (in years) \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| yr	1.49	1.55
Term (in years) \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| yr	4.36	4.61	5.00
Term (in years) \| Conversion Option Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| yr	4.36	4.61	5.00
Volatility \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs		0.7180
Volatility \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.7900	0.7000
Volatility \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.7900	0.7000
Volatility \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.6700	0.4000	0.425
Volatility \| Conversion Option Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.6700	0.4000	0.425
Risk-free rate \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs		0.0408
Risk-free rate \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0430	0.0445
Risk-free rate \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0430	0.0445
Risk-free rate \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0360	0.0399	0.030
Risk-free rate \| Conversion Option Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0360	0.0399	0.030
Dividend yield \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs		0
Dividend yield \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0
Dividend yield \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0
Dividend yield \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0	0
Dividend yield \| Conversion Option Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0	0
Cost of equity \| Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs		0
Cost of equity \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.1580	0.1360
Cost of equity \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.1580	0.1360
Cost of equity \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0.0000	0
Cost of equity \| Conversion Option Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0.0000	0