The Oncology Institute, Inc. (NASDAQ: TOI) (“TOI” or the
“Company”), one of the largest value-based community oncology
groups in the United States, today reported financial results for
its fourth quarter and year ended December 31, 2023.
Recent Operational Highlights
- Remediated
material weakness in Internal Controls over review of Complex
Accounting Transactions.
- Signed full-risk
capitated contract in South Florida, effective January 1, 2024 and
have now successfully onboarded the membership and the IPA
providers.
- Acquired and
launched our California-based pharmacy in December and have already
completed over 1,300 specialty medication fills.
- Jeremy Castle
enjoyed his first full quarter as our new Chief Operating
Officer.
- Hired 7 new
providers in the quarter and ended the year with 69 clinics and 119
employed providers.
Fourth Quarter 2023 Financial
Highlights
- Consolidated
revenue of $86 million, an increase of 20.1% compared to the prior
year quarter
- Gross profit of
$14 million, a decrease of 8.0% compared to the prior year
quarter
- Net loss of
$18.8 million compared to net loss of $11.0 million for the prior
year quarter
- Basic and
diluted loss per share of $(0.21) and $(0.21), respectively,
compared to $(0.12) and $(0.16) for the prior year quarter
- Adjusted EBITDA
of $(6.3) million compared to $(4.6) million for the prior year
quarter
- Cash, cash
equivalents, and investments of $83 million as of December 31,
2023
Management Commentary
Daniel Virnich, CEO of TOI, commented, "I am
very pleased with our performance in the fourth quarter of 2023, as
we delivered strong growth, expanded our gross margin and reduced
SG&A. Our full-risk capitated contract in South Florida is a
significant milestone for TOI and we are excited to prove our model
through this partnership. Our demonstrated ability to concurrently
grow topline while improving margins lays the groundwork for
continued success in 2024 and beyond."
Outlook for Fiscal Year
2024
TOI uses Adjusted EBITDA, a non-GAAP metric, as
an additional tool to assess its operational performance. See
"Financial Information: Non-GAAP Financial Measures" below. In
reliance on the unreasonable efforts exception provided under
Regulation S-K, TOI is not reasonably able to provide a
quantitative reconciliation for forward-looking information of
Adjusted EBITDA to net (loss) income, the most directly comparable
GAAP financial measure, without unreasonable efforts due to
uncertainties regarding taxes, share-based compensation, goodwill
impairment charges, change in fair value of liabilities, unrealized
(gains) losses on investments, practice acquisition-related costs,
consulting and legal fees, transaction costs and other non-cash
items. The variability of these items could have an unpredictable,
and potentially significant, impact on TOI’s future GAAP financial
results. TOI expects interest expense in the range of $4 million to
$5 million, other adjustment add backs in the range of $2 million
to $4 million, and depreciation and amortization in the range of $4
million to $6 million.
|
2024 Guidance |
|
Revenue |
$400 to $415 million |
|
Gross Profit |
$68 to $79 million |
|
Adjusted EBITDA |
$(8) to $(18) million |
TOI's achievement of the anticipated results is
subject to risks and uncertainties, including those disclosed in
its filings with the U.S. Securities and Exchange Commission. The
outlook does not take into account the impact of any unanticipated
developments in the business or changes in the operating
environment, nor does it take into account the impact of TOI's
acquisitions, dispositions or financings. TOI's outlook assumes a
largely reopened global market, which would be negatively impacted
if closures or other restrictive measures persist or are
reimplemented.
Fourth Quarter 2023 Results
Consolidated revenue for Q4 2023 was $86
million, an increase of 20.1% compared to Q4 2022, and a 4.6%
increase compared to Q3 2023.
Revenue for patient services was $56 million, up
17.0% compared to Q4 2022. Growth in patient services revenue was
driven by an increase in capitated contracts entered into during
2023 and in the latter half of 2022 as well as growth in
fee-for-service ("FFS") revenue due to practice acquisitions and an
overall increase in clinic count. Dispensary revenue increased
27.8% compared to Q4 2022 due to an increase in the number of
filled prescriptions and an increase in the average revenue per
filled prescription. Clinical trials & other revenue increased
by 10.1% compared to Q4 2022 primarily due to an increase in
Proposition 56 revenue and TOI Clinical Research revenue.
Gross profit in Q4 2023 was $14 million, a
decrease of 8.0% compared to Q4 2022. The decrease was primarily
driven by ongoing cost management fluctuations of oral and IV
drugs. Gross profit is calculated by subtracting direct costs of
patient services, dispensary, and clinical trials and other from
consolidated revenues.
Selling, general and administrative ("SG&A")
expenses in Q4 2023 were $28 million or 32.7% of revenue, compared
with $30 million, or 41.4% of revenue, in Q4 2022 During Q4 2023,
share-based compensation expense was $4 million. The decrease in
SG&A expenses was due to restructuring in early 2023 and
reduced overhead during the year.
Net loss for Q4 2023 was $18.8 million, a
decrease of $7.7 million compared to Q4 2022 primarily due to an
increase in operating revenue and decrease in SG&A expenses,
offset by a decreased change in fair value of derivative
liabilities and the goodwill impairment charge.
Adjusted EBITDA was $(6.3) million, an increase
of $1.6 million compared to Q4 2022, primarily as a result of a
decrease in share-based compensation and change in fair value of
liabilities, offset by the goodwill impairment charge in Q4
2022.
Results for the Year Ended
December 31, 2023
Consolidated revenue for the year ended
December 31, 2023 was $324 million, an increase of 28.4%
compared to the prior year.
Revenue for patient services was $214 million,
an increase of 28.0% year-over-year. Growth in patient services
revenue was primarily driven by an increase in capitated contracts
entered into during the year ended December 31, 2023 and in
the latter half of 2022 as well as growth in revenue from
fee-for-service contracts due to practice acquisitions and an
overall increase in clinic count. Dispensary revenue growth lagged
the growth in revenue from patient services largely due to the
Medi-Cal Rx transition. Despite the Medi-Cal Rx transition,
dispensary revenue increased 30.9% compared to the comparable prior
year period due to an increase in the average revenue per filled
prescription. Clinical trials & other revenue increased by 8.6%
compared to the prior year period due to an increase in
miscellaneous contract revenue.
Revenue per capitated member was $39.5 PMPY (per
member per year) at December 31, 2023, an increase of 10.5%
compared to the prior year.
Gross profit for the year ended
December 31, 2023 was $60 million, an increase of 14.4%
year-over-year. The increase was driven by improved cost management
of our oral and IV drugs and enhanced rebate opportunities.
SG&A expenses, excluding depreciation and
amortization, for year ended December 31, 2023 were $114
million or 35.1% of revenue, compared with $120 million, or 47.4%
of revenue, in the prior year. During 2023, share-based
compensation expense was $18 million and SG&A related to
transaction costs was $141 thousand. SG&A decline was primarily
due to our restructuring in early 2023 and re-alignment of our
vendors.
Net loss for the year ended December 31,
2023 was $83.1 million, a decrease of $83.2 million compared to the
prior year, primarily due to the increase in gross profit and the
change in the fair value of the warrant, earnout and conversion
option derivative liabilities, offset by the goodwill impairment
charge and increased operating expenses.
Adjusted EBITDA was $(25.8) million, an increase
of $2.3 million compared to the prior year, primarily as a result
of the change in fair value of the warrant, earnout and conversion
option derivative liabilities.
Webcast and Conference Call
TOI will host a conference call on Wednesday,
March 27, 2024 at 5:00 p.m. (Eastern Time) to discuss fourth
quarter and full year results and management’s outlook for future
financial and operational performance.
The conference call can be accessed live over
the phone by dialing 1-877-407-0789, or for international callers,
1-201-689-8562. A replay will be available two hours after the call
and can be accessed by dialing 1-844-512-2921, or for international
callers, 1-412-317-6671. The passcode for the live call and the
replay is 13744947. The replay will be available until April 3,
2024.
Interested investors and other parties may also
listen to a simultaneous webcast of the conference call by logging
onto the Investor Relations section of TOI's website at
https://investors.theoncologyinstitute.com.
About The Oncology Institute,
Inc.
Founded in 2007, TOI and its affiliates are
advancing oncology by delivering highly specialized, value-based
cancer care in the community setting. TOI offers cutting-edge,
evidence-based cancer care to a population of approximately 1.8
million patients including clinical trials, transfusions, and other
services traditionally associated with the most advanced care
delivery organizations. With approximately 120+ employed clinicians
and more than 700 teammates at approximately 70 clinic locations
and growing, TOI is changing oncology for the better. For more
information visit www.theoncologyinstitute.com.
Forward-Looking Statements
This press release includes certain statements
that are not historical facts but are forward-looking statements
for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as
“preliminary,” “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “predict,” “potential,” “guidance,” “approximately,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding projections,
anticipated financial results, estimates and forecasts of revenue
and other financial and performance metrics and projections of
market opportunity and expectations. These statements are based on
various assumptions and on the current expectations of TOI and are
not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by anyone as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of TOI.
These forward-looking statements are subject to a number of risks
and uncertainties, including the accuracy of the assumptions
underlying the 2024 outlook discussed herein, the outcome of
judicial and administrative proceedings to which TOI may become a
party or investigations to which TOI may become or is subject that
could interrupt or limit TOI’s operations, result in adverse
judgments, settlements or fines and create negative publicity;
changes in TOI’s patient or payors' preferences, prospects and the
competitive conditions prevailing in the healthcare sector; failure
to continue to meet stock exchange listing standards; the impact of
COVID-19 on TOI’s business; those factors discussed in the
documents of TOI filed, or to be filed, with the SEC, including the
Item 1A. "Risk Factors" section of TOI's Annual Report on Form 10-K
for the year ended December 31, 2022 filed with the SEC on March
16, 2023 and any subsequent Quarterly Reports on Form 10-Q or
Current Reports on Form 8-K. If the risks materialize or
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that TOI currently is evaluating or does
not presently know or that TOI currently believes are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect TOI’s plans or forecasts of future events and
views as of the date of this press release. TOI anticipates that
subsequent events and developments will cause TOI’s assessments to
change. TOI does not undertake any obligation to update any of
these forward-looking statements. These forward-looking statements
should not be relied upon as representing TOI’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Financial Information; Non-GAAP
Financial Measures
Some of the financial information and data
contained in this press release, such as Adjusted EBITDA and
revenue per capitated member, have not been prepared in accordance
with United States generally accepted accounting principles
(“GAAP”). TOI’s non-GAAP financial measures may be different from
non-GAAP financial measures used by other companies. The
presentation of non-GAAP financial measures is not intended to be
considered in isolation or as a substitute for, or superior to,
financial measures determined in accordance with GAAP. Because of
the limitations of non-GAAP financial measures, you should consider
the non-GAAP financial measures presented in this press release in
conjunction with TOI’s financial statements and the related notes
thereto.
TOI believes that the use of Adjusted EBITDA
provides an additional tool to assess operational and results of
our performance, to plan and forecast future periods, and factors
and trends in, and in comparing our financial measures with, other
similar companies, many of which present similar non-GAAP financial
measures to investors. The principal limitation of Adjusted EBITDA
is that it excludes significant expenses and income that are
required by GAAP to be recorded in TOI's financial statements.
TOI defines Adjusted EBITDA as net (loss) income
plus depreciation, amortization, interest, taxes, non-cash items,
share-based compensation, goodwill impairment charges, change in
fair value of liabilities, unrealized gains or losses on
investments and other adjustments to add-back the following:
consulting and legal fees related to acquisitions, one-time
consulting and legal fees related to certain advisory projects,
software implementations and debt or equity financings, severance
expense and temporary labor and recruiting charges to build out our
corporate infrastructure. A reconciliation of Adjusted EBITDA to
net loss, the most comparable GAAP metric, is set forth below.
|
Adjusted EBITDA Reconciliation |
| |
Three Months Ended December 31, |
|
Change |
|
(dollars in thousands) |
|
2023 |
|
|
|
2022 |
|
|
$ |
|
% |
|
Net loss |
$ |
(18,754 |
) |
|
$ |
(11,007 |
) |
|
$ |
(7,747 |
) |
|
70.4 |
% |
|
Depreciation and amortization |
|
1,577 |
|
|
|
1,192 |
|
|
|
385 |
|
|
32.3 |
% |
|
Interest expense, net |
|
1,941 |
|
|
|
2,450 |
|
|
|
(509 |
) |
|
(20.8 |
)% |
|
Income tax expense (benefit) |
|
(86 |
) |
|
|
(367 |
) |
|
|
281 |
|
|
(76.6 |
)% |
|
Non-cash addbacks(1) |
|
1,876 |
|
|
|
604 |
|
|
|
1,272 |
|
|
210.6 |
% |
|
Share-based compensation |
|
3,817 |
|
|
|
6,070 |
|
|
|
(2,253 |
) |
|
(37.1 |
)% |
|
Goodwill impairment charges |
|
— |
|
|
|
9,944 |
|
|
|
(9,944 |
) |
|
N/A |
|
|
Change in fair value of liabilities |
|
1,488 |
|
|
|
(15,482 |
) |
|
|
16,970 |
|
|
(109.6) |
% |
|
Unrealized (gains) losses on investments |
|
(206 |
) |
|
|
(673 |
) |
|
|
467 |
|
|
N/A |
|
|
Practice acquisition-related costs(2) |
|
1 |
|
|
|
91 |
|
|
|
(90 |
) |
|
(98.9 |
)% |
|
Post-combination compensation expense(3) |
|
487 |
|
|
|
155 |
|
|
|
332 |
|
|
N/A |
|
|
Consulting and legal fees(4) |
|
55 |
|
|
|
1,115 |
|
|
|
(1,060 |
) |
|
(95.1 |
)% |
|
Infrastructure and workforce costs(5) |
|
1,551 |
|
|
|
1,204 |
|
|
|
347 |
|
|
28.8 |
% |
|
Transaction costs(6) |
|
1 |
|
|
|
64 |
|
|
|
(63 |
) |
|
(98.4 |
)% |
|
Adjusted EBITDA |
$ |
(6,252 |
) |
|
$ |
(4,640 |
) |
|
$ |
(1,612 |
) |
|
34.7 |
% |
(1) During the three months ended December
31, 2023, non-cash addbacks were primarily comprised of non-cash
rent of $(83) and net bad debt write-offs of $1,989. During the
three months ended December 31, 2022, non-cash addbacks were
primarily comprised of net bad debt write-offs of $74 and non-cash
rent of $531.
(2) Practice acquisition-related costs were
comprised of consulting and legal fees incurred to perform due
diligence, execute, and integrate acquisitions of various oncology
practices.
(3) Deferred consideration payments for
practice acquisitions that are contingent upon the seller’s future
employment at the Company.
(4) Consulting and legal fees were
comprised of a subset of the Company’s total consulting and legal
fees during the three months ended December 31, 2023 and 2022, and
related to certain advisory projects, software implementations, and
legal fees for debt financing and predecessor litigation
matters.
(5) Infrastructure and workforce costs were
comprised primarily of temporary labor of $148 and $724, recruiting
expenses to build out corporate infrastructure of $633 and $406, as
well as severance expenses resulting from cost rationalization
programs of $81 and $45, and lease terminations, settlements, and
penalty addbacks of $672 and $0 during the three months ended
December 31, 2023 and 2022, respectively.
(6) Transaction costs were comprised of
legal and escrow fees associated with one practice acquisition for
the three months ended December 31, 2023, and transactions costs
incurred related to the issuance of the Senior Secured Convertible
Note such as legal, audit, administrative, and registration fees
for the three months ended December 31, 2022.
Adjusted EBITDA
Reconciliation
| |
Year Ended December 31, |
|
Change |
|
(dollars in thousands) |
|
2023 |
|
|
|
2022 |
|
|
$ |
|
% |
|
Net income (loss) |
$ |
(83,068 |
) |
|
$ |
152 |
|
|
$ |
(83,220 |
) |
|
(54,750.0 |
)% |
|
Depreciation and amortization |
|
5,873 |
|
|
|
4,411 |
|
|
|
1,462 |
|
|
33.1 |
% |
|
Interest expense, net |
|
6,777 |
|
|
|
4,082 |
|
|
|
2,695 |
|
|
66.0 |
% |
|
Income tax expense (benefit) |
|
(36 |
) |
|
|
(243 |
) |
|
|
207 |
|
|
(85.2 |
)% |
|
Non-cash addbacks(1) |
|
2,029 |
|
|
|
1,208 |
|
|
|
821 |
|
|
68.0 |
% |
|
Share-based compensation |
|
17,548 |
|
|
|
27,683 |
|
|
|
(10,135 |
) |
|
(36.6 |
)% |
|
Goodwill impairment charges |
|
16,867 |
|
|
|
9,944 |
|
|
|
6,923 |
|
|
N/A |
|
|
Change in fair value of liabilities |
|
(1,395 |
) |
|
|
(85,258 |
) |
|
|
83,863 |
|
|
(98.4 |
)% |
|
Unrealized (gains) losses on investments |
|
(237 |
) |
|
|
(640 |
) |
|
|
403 |
|
|
N/A |
|
|
Practice acquisition-related costs(2) |
|
113 |
|
|
|
790 |
|
|
|
(677 |
) |
|
(85.7 |
)% |
|
Post-combination compensation expense(3) |
|
2,048 |
|
|
|
2,243 |
|
|
|
(195 |
) |
|
N/A |
|
|
Consulting and legal fees(4) |
|
1,570 |
|
|
|
3,797 |
|
|
|
(2,227 |
) |
|
(58.7 |
)% |
|
Infrastructure and workforce costs(5) |
|
5,965 |
|
|
|
5,029 |
|
|
|
936 |
|
|
18.6 |
% |
|
Transaction costs(6) |
|
141 |
|
|
|
3,259 |
|
|
|
(3,118 |
) |
|
(95.7 |
)% |
|
Adjusted EBITDA |
$ |
(25,805 |
) |
|
$ |
(23,543 |
) |
|
$ |
(2,262 |
) |
|
9.6 |
% |
(1) During the year ended December 31,
2023, non-cash addbacks were primarily comprised of net bad debt
write-offs of $2,020. During the year ended December 31, 2022,
non-cash addbacks were primarily comprised of a $476 of net bad
debt write-off, deferred rent of $711, and other miscellaneous
charges of $22.
(2) Practice acquisition-related costs were
comprised of consulting and legal fees incurred to perform due
diligence, execute, and integrate acquisitions of various oncology
practices.
(3) Deferred consideration payments for
practice acquisitions that are contingent upon the seller’s future
employment at the Company.
(4) Consulting and legal fees were
comprised of a subset of the Company’s total consulting and legal
fees during the years ended December 31, 2023 and 2022, and
related to certain advisory projects, software implementations, and
legal fees for debt financing and predecessor litigation
matters.
(5) Infrastructure and workforce costs were
comprised of recruiting expenses to build out corporate
infrastructure of $2,227 and $2,835, software implementation fees
of $105 and $116, severance expenses resulting from cost
rationalization programs of $979 and $248, temporary labor of
$1,365 and $1,829, and lease terminations, settlements, and penalty
addbacks of $1,289 and $0 during the years ended December 31, 2023
and 2022, respectively.
(6) Transaction costs were comprised of
consulting, legal, administrative and regulatory fees associated
with share repurchases and practice acquisitions during the year
ended December 31, 2023, and related to the Senior Secured
Convertible Note during the year ended December 31, 2022.
TOI defines revenue per capitated member as
capitated revenue divided by lives under value-based contracts. TOI
believes that use of revenue per capitated member is an appropriate
measure of individual value-based contract economics as our
business takes on adjacent specialty risk and establishes more
Medicare Advantage only contracts outside of California. This will
provide a clearer picture of the impact of incremental contracts
signed and growth across markets and to provide more clarity to
analysts and shareholders. A reconciliation of revenue per
capitated member (PMPY) to capitated revenue, the most comparable
GAAP metrics, is set forth below:
|
|
Year Ended December 31, |
|
|
|
2023 |
|
|
2022 |
|
Capitated revenue (dollars in thousands) |
$ |
70,370 |
|
$ |
61,341 |
|
Lives under value-based contracts (millions) |
|
1.8 |
|
|
1.7 |
|
Revenue per capitated member (PMPY) |
$ |
39.5 |
|
$ |
35.7 |
|
|
|
|
|
|
|
TOI uses revenue per capitated member, a
non-GAAP metric, as an additional tool to assess its value-based
contract economics. See "Financial Information: Non-GAAP Financial
Measures" above. In reliance on the unreasonable efforts exception
provided under Regulation S-K, TOI is not reasonably able to
provide a quantitative reconciliation for forward-looking
information of revenue per capitated member to capitated revenue,
the most directly comparable GAAP financial measure, without
unreasonable efforts due to uncertainties regarding future
capitated contracts, on-going contract negotiations,
unpredictability for care of various patients, and fluctuations in
lives under value-based contracts.
|
Key Business Metrics |
| |
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
Clinics (1) |
|
83 |
|
|
|
76 |
|
|
|
83 |
|
|
|
76 |
|
|
Markets |
|
15 |
|
|
|
15 |
|
|
|
15 |
|
|
|
15 |
|
|
Lives under value-based contracts (millions) |
|
1.8 |
|
|
|
1.7 |
|
|
|
1.8 |
|
|
|
1.7 |
|
|
Net income (loss) |
$ |
(18,754 |
) |
|
$ |
(11,007 |
) |
|
$ |
(83,068 |
) |
|
$ |
152 |
|
|
Adjusted EBITDA (in thousands) |
$ |
(6,252 |
) |
|
$ |
(4,640 |
) |
|
$ |
(25,805 |
) |
|
$ |
(23,543 |
) |
(1) Includes independent oncology practices
to which we provide limited management services, but do not bear
the operating costs.
Consolidated Balance Sheets
(Unaudited)(in thousands except share data)
| |
December 31, 2023 |
|
December 31, 2022 |
| Assets |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
$ |
33,488 |
|
|
$ |
14,010 |
|
|
Marketable securities |
|
49,367 |
|
|
|
59,796 |
|
|
Accounts receivable, net |
|
42,360 |
|
|
|
39,816 |
|
|
Other receivables |
|
551 |
|
|
|
617 |
|
|
Inventories |
|
13,678 |
|
|
|
9,261 |
|
|
Prepaid expenses and other current assets |
|
4,049 |
|
|
|
6,918 |
|
|
Total current assets |
|
143,493 |
|
|
|
130,418 |
|
|
Non-current investments |
|
— |
|
|
|
58,354 |
|
|
Property and equipment, net |
|
10,883 |
|
|
|
8,547 |
|
|
Operating right of use assets |
|
29,169 |
|
|
|
24,494 |
|
|
Intangible assets, net |
|
17,904 |
|
|
|
17,957 |
|
|
Goodwill |
|
7,230 |
|
|
|
21,418 |
|
|
Other assets |
|
561 |
|
|
|
477 |
|
| Total
assets |
$ |
209,240 |
|
|
$ |
261,665 |
|
| Liabilities and stockholders’
equity |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable |
$ |
14,429 |
|
|
$ |
9,372 |
|
|
Current portion of operating lease liabilities |
|
6,363 |
|
|
|
5,498 |
|
|
Income taxes payable |
|
— |
|
|
|
255 |
|
|
Accrued expenses and other current liabilities |
|
13,996 |
|
|
|
14,595 |
|
|
Total current liabilities |
|
34,788 |
|
|
|
29,720 |
|
|
Operating lease liabilities |
|
26,486 |
|
|
|
22,060 |
|
|
Derivative warrant liabilities |
|
636 |
|
|
|
350 |
|
|
Derivative earnout liabilities |
|
— |
|
|
|
803 |
|
|
Conversion option derivative liabilities |
|
3,082 |
|
|
|
3,960 |
|
|
Long-term debt, net of unamortized debt issuance costs |
|
86,826 |
|
|
|
80,621 |
|
|
Other non-current liabilities |
|
365 |
|
|
|
868 |
|
|
Deferred income taxes liability |
|
32 |
|
|
|
108 |
|
| Total
liabilities |
|
152,215 |
|
|
|
138,490 |
|
| Stockholders’ equity: |
|
|
|
|
Common Stock, 0.0001 par value, authorized 500,000,000 shares;
75,879,025 shares issued and 74,145,251 shares outstanding at
December 31, 2023 and 73,265,621 shares issued and outstanding
at December 31, 2022 |
|
8 |
|
|
|
7 |
|
|
Series A Convertible Preferred Stock, 0.0001 par value, authorized
10,000,000 shares; 165,045 shares issued and outstanding at
December 31, 2023 and December 31, 2022 |
|
— |
|
|
|
— |
|
|
Treasury Stock at cost, 1,733,774 and 0 shares at December 31, 2023
and December 31, 2022 |
|
(1,019 |
) |
|
|
— |
|
|
Additional paid-in capital |
|
204,186 |
|
|
|
186,250 |
|
|
Accumulated deficit |
|
(146,150 |
) |
|
|
(63,082 |
) |
| Total stockholders’
equity |
|
57,025 |
|
|
|
123,175 |
|
| Total liabilities and
stockholders’ equity |
$ |
209,240 |
|
|
$ |
261,665 |
|
| |
|
|
|
|
|
|
|
Consolidated Statements of Operations
(Unaudited)(in thousands except share data)
| |
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
| Revenue |
|
|
|
|
|
|
|
|
Patient services |
$ |
56,171 |
|
|
$ |
47,992 |
|
|
$ |
213,504 |
|
|
$ |
166,785 |
|
|
Dispensary |
|
27,607 |
|
|
|
21,607 |
|
|
|
103,835 |
|
|
|
79,343 |
|
|
Clinical trials & other |
|
2,010 |
|
|
|
1,825 |
|
|
|
6,900 |
|
|
|
6,355 |
|
| Total operating
revenue |
|
85,788 |
|
|
|
71,424 |
|
|
|
324,239 |
|
|
|
252,483 |
|
| Operating expenses |
|
|
|
|
|
|
|
|
Direct costs – patient services |
|
48,364 |
|
|
|
38,382 |
|
|
|
181,017 |
|
|
|
134,761 |
|
|
Direct costs – dispensary |
|
22,743 |
|
|
|
17,295 |
|
|
|
83,071 |
|
|
|
65,111 |
|
|
Direct costs – clinical trials & other |
|
302 |
|
|
|
118 |
|
|
|
578 |
|
|
|
518 |
|
|
Goodwill impairment charges |
|
— |
|
|
|
9,944 |
|
|
|
16,867 |
|
|
|
9,944 |
|
|
Selling, general and administrative expense |
|
28,090 |
|
|
|
29,572 |
|
|
|
113,851 |
|
|
|
119,689 |
|
|
Depreciation and amortization |
|
1,577 |
|
|
|
1,192 |
|
|
|
5,873 |
|
|
|
4,411 |
|
| Total operating
expenses |
|
101,076 |
|
|
|
96,503 |
|
|
|
401,257 |
|
|
|
334,434 |
|
| Loss from
operations |
|
(15,288 |
) |
|
|
(25,079 |
) |
|
|
(77,018 |
) |
|
|
(81,951 |
) |
| Other non-operating expense
(income) |
|
|
|
|
|
|
|
|
Interest expense, net |
|
1,941 |
|
|
|
2,450 |
|
|
|
6,777 |
|
|
|
4,082 |
|
|
Change in fair value of derivative warrant liabilities |
|
344 |
|
|
|
(1,398 |
) |
|
|
286 |
|
|
|
(1,843 |
) |
|
Change in fair value of earnout liabilities |
|
(11 |
) |
|
|
(5,394 |
) |
|
|
(803 |
) |
|
|
(59,215 |
) |
|
Change in fair value of conversion option derivative
liabilities |
|
1,156 |
|
|
|
(8,690 |
) |
|
|
(878 |
) |
|
|
(24,200 |
) |
|
Gain on loan forgiveness |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(183 |
) |
|
Other, net |
|
123 |
|
|
|
(673 |
) |
|
|
704 |
|
|
|
(501 |
) |
| Total other
non-operating loss expense (income) |
|
3,553 |
|
|
|
(13,705 |
) |
|
|
6,086 |
|
|
|
(81,860 |
) |
| Loss before provision for
income taxes |
|
(18,841 |
) |
|
|
(11,374 |
) |
|
|
(83,104 |
) |
|
|
(91 |
) |
|
Income tax benefit (expense) |
|
87 |
|
|
|
367 |
|
|
|
36 |
|
|
|
243 |
|
| Net income
(loss) |
$ |
(18,754 |
) |
|
$ |
(11,007 |
) |
|
$ |
(83,068 |
) |
|
$ |
152 |
|
| Net income (loss) per
share attributable to common stockholders: |
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders, basic |
|
(15,314 |
) |
|
|
(8,972 |
) |
|
|
(67,877 |
) |
|
|
68 |
|
|
Weighted-average number of shares outstanding, basic |
|
73,469,101 |
|
|
|
72,751,847 |
|
|
|
73,748,660 |
|
|
|
72,793,497 |
|
|
Net income (loss) per share attributable to common stockholders,
basic |
$ |
(0.21 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.92 |
) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders, diluted |
|
(15,314 |
) |
|
|
(13,893 |
) |
|
|
(67,877 |
) |
|
|
(16,980 |
) |
|
Weighted-average number of shares outstanding, diluted |
|
73,469,101 |
|
|
|
85,591,814 |
|
|
|
73,748,660 |
|
|
|
80,605,600 |
|
|
Net loss per share attributable to common stockholders,
diluted |
$ |
(0.21 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.92 |
) |
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
(Unaudited)(in thousands)
| |
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
| Cash flows from operating
activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
(18,754 |
) |
|
$ |
(11,007 |
) |
|
$ |
(83,068 |
) |
|
$ |
152 |
|
|
Adjustments to reconcile net income (loss) to cash and cash
equivalents used in operating activities: |
|
Depreciation and amortization |
|
1,577 |
|
|
|
1,192 |
|
|
|
5,873 |
|
|
|
4,411 |
|
|
Amortization of debt issuance costs and debt discount |
|
1,572 |
|
|
|
1,552 |
|
|
|
6,205 |
|
|
|
2,444 |
|
|
Goodwill impairment charges |
|
— |
|
|
|
9,944 |
|
|
|
16,867 |
|
|
|
9,944 |
|
|
Share-based compensation |
|
4,079 |
|
|
|
6,070 |
|
|
|
17,810 |
|
|
|
27,683 |
|
|
Change in fair value of liability classified warrants |
|
344 |
|
|
|
(1,398 |
) |
|
|
286 |
|
|
|
(1,843 |
) |
|
Change in fair value of liability classified earnouts |
|
(11 |
) |
|
|
(5,394 |
) |
|
|
(803 |
) |
|
|
(59,215 |
) |
|
Change in fair value of liability classified conversion option
derivatives |
|
1,156 |
|
|
|
(8,690 |
) |
|
|
(878 |
) |
|
|
(24,200 |
) |
|
Unrealized (gain) loss on investments |
|
(194 |
) |
|
|
316 |
|
|
|
(249 |
) |
|
|
378 |
|
|
Accretion of discount on investment securities |
|
(1,919 |
) |
|
|
(991 |
) |
|
|
(2,631 |
) |
|
|
(1,020 |
) |
|
Deferred taxes |
|
(137 |
) |
|
|
(446 |
) |
|
|
(76 |
) |
|
|
(263 |
) |
|
Gain on loan forgiveness |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(183 |
) |
|
Bad debt expense |
|
1,989 |
|
|
|
74 |
|
|
|
2,020 |
|
|
|
476 |
|
|
(Gain) loss on disposal of property and equipment |
|
(30 |
) |
|
|
(1 |
) |
|
|
(30 |
) |
|
|
21 |
|
|
Changes in operating assets and liabilities, net of business
combinations: |
|
Accounts receivable |
|
4,093 |
|
|
|
(5,070 |
) |
|
|
(4,564 |
) |
|
|
(20,285 |
) |
|
Inventories |
|
(1,472 |
) |
|
|
852 |
|
|
|
(4,385 |
) |
|
|
(1,732 |
) |
|
Other receivables |
|
(87 |
) |
|
|
(58 |
) |
|
|
66 |
|
|
|
620 |
|
|
Prepaid expenses |
|
400 |
|
|
|
737 |
|
|
|
3,128 |
|
|
|
4,282 |
|
|
Operating lease right-of-use assets |
|
1,358 |
|
|
|
1,684 |
|
|
|
5,806 |
|
|
|
5,404 |
|
|
Other assets |
|
(1 |
) |
|
|
(16 |
) |
|
|
(84 |
) |
|
|
(157 |
) |
|
Accrued expenses and other current liabilities |
|
2,778 |
|
|
|
(545 |
) |
|
|
3,357 |
|
|
|
2,349 |
|
|
Income taxes payable |
|
(255 |
) |
|
|
(132 |
) |
|
|
(255 |
) |
|
|
123 |
|
|
Accounts payable |
|
1,096 |
|
|
|
(1,783 |
) |
|
|
5,057 |
|
|
|
(6,187 |
) |
|
Current and long-term operating lease liabilities |
|
(1,415 |
) |
|
|
(803 |
) |
|
|
(5,324 |
) |
|
|
(3,801 |
) |
|
Other non-current liabilities |
|
(49 |
) |
|
|
(84 |
) |
|
|
(443 |
) |
|
|
(1,157 |
) |
| Net cash and cash
equivalents used in operating activities |
|
(3,882 |
) |
|
|
(13,997 |
) |
|
|
(36,315 |
) |
|
|
(61,756 |
) |
| Cash flows from investing
activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
(861 |
) |
|
|
(1,995 |
) |
|
|
(4,567 |
) |
|
|
(5,529 |
) |
|
Cash paid for practice acquisitions, net |
|
(156 |
) |
|
|
(470 |
) |
|
|
(4,456 |
) |
|
|
(8,577 |
) |
|
Purchases of marketable securities/investments |
|
88 |
|
|
|
(30,106 |
) |
|
|
(9,595 |
) |
|
|
(117,508 |
) |
|
Sales of marketable securities/Investments |
|
12,556 |
|
|
|
— |
|
|
|
81,258 |
|
|
|
— |
|
| Net cash and cash
equivalents provided by (used in) investing
activities |
|
11,627 |
|
|
|
(32,571 |
) |
|
|
62,640 |
|
|
|
(131,614 |
) |
| Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
110,000 |
|
|
Transactions costs related to issuance of long-term debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,663 |
) |
|
Payments made for financing of insurance payments |
|
(259 |
) |
|
|
(1,270 |
) |
|
|
(3,269 |
) |
|
|
(5,009 |
) |
|
Payment of deferred consideration liability for acquisition |
|
(1,625 |
) |
|
|
— |
|
|
|
(2,584 |
) |
|
|
(509 |
) |
|
Principal payments on financing leases |
|
(10 |
) |
|
|
(19 |
) |
|
|
(101 |
) |
|
|
(58 |
) |
|
Common stock repurchase from related party |
|
— |
|
|
|
— |
|
|
|
(1,019 |
) |
|
|
(9,000 |
) |
|
Common stock issued for options exercised |
|
113 |
|
|
|
442 |
|
|
|
126 |
|
|
|
858 |
|
|
Taxes for common stock net settled |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(413 |
) |
| Net cash and cash
equivalents (used in) provided by financing
activities |
|
(1,781 |
) |
|
|
(847 |
) |
|
|
(6,847 |
) |
|
|
92,206 |
|
| Net (decrease) increase in
cash and cash equivalents |
|
5,964 |
|
|
|
(47,415 |
) |
|
|
19,478 |
|
|
|
(101,164 |
) |
| Cash and cash equivalents at
beginning of period |
|
27,524 |
|
|
|
61,425 |
|
|
|
14,010 |
|
|
|
115,174 |
|
| Cash and cash
equivalents at end of period |
$ |
33,488 |
|
|
$ |
14,010 |
|
|
$ |
33,488 |
|
|
$ |
14,010 |
|
Contacts
Media
The Oncology Institute, Inc.Daniel Virnich,
MDdanielvirnich@theoncologyinstitute.com (562) 735-3226 x
81125
ReviveMichael
Petronempetrone@reviveagency.com (615) 760-4542
Investors
Solebury Strategic
Communicationsinvestors@theoncologyinstitute.com
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