Oncology Institute, Inc.
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 13, 2025
STLN$3.62-46.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001628280-25-025507
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001628280-25-040225
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 143 previous paragraphs and 149 current paragraphs.
118 unchanged; 21 reworded; 7 added; 4 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 8 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
The increase in patient services revenue for the three and six months ended June 30, 2025 compared to the same periods in the prior year was primarily due to a 9.6% and 5.8% increase in FFS revenue, respectively. This was driven by momentum in new markets in addition to the impact of our investments in referral relationship management and call center expansion.
Current report
The decrease in clinical trials and other revenue was due to the profit sharing agreement as described in Note 1 of the financial statements, compared to the three and six months ended June 30, 2024.
Current report
Selling, general and administrative ("SG&A") expenses in Q2 2025 were $26.9 million, compared with $27.9 million, in Q2 2024. SG&A for the three months ended June 30, 2025 decreased 3.5% as compared to the same quarter prior year. SG&A for the six months ended June 30, 2025 decreased 7.2% as compared to the same quarters prior year. The decrease in SG&A expenses was due to our cost discipline and operational efficiency. We think there is further leverage in the model with increased scale, as well as the adoption of AI enablement we noted on our first quarter call. We are planning to launch AI pilots around prior-authorization and denial automation, and to launch a next-generation call center in the third quarter.
Current report
•Income tax and other taxes
Current report
(1)During the three months ended June 30, 2025, non-cash addbacks was primarily comprised of the write-off of the net assets of the Clinical Trials segment of $2,398.
Current report
(4) Infrastructure and workforce costs were primarily comprised of non-recurring legal fees related to infrastructure build out of $1,269 and $2,359, recruiting expenses to build out corporate infrastructure of $427 and $712, severance expenses resulting from cost rationalization programs of $189 and $151, stop-loss contract timing of approximately $1,099, and temporary labor of $215 and $326 during the six months ended June 30, 2025 and 2024, respectively.
Current report
•Write-off of net assets related to the clinical trials segment of $2,398.
Removed paragraphs (4)
Previous report
The increase in patient services revenue was primarily due to a 1.4% increase in FFS revenue as well as a 0.8% increase in capitation revenue due to new capitation contracts and net new membership in existing contracts that more than offset two terminated contracts, offset by a 1.1% decrease in profit-sharing contract revenue.
Previous report
The decrease in clinical trials and other revenue was due to a decrease in both clinical trials and other revenue, compared to the three months ended March 31, 2024. The decrease in other revenue was primarily due to lower gain-sharing under certain shared savings arrangements TOI is party to.
Previous report
The decrease in selling, general and administrative expense was primarily driven by a decrease in share-based compensation expense of 64.3%, a decrease of non-clinical payroll of 3.4%, a decrease in professional fees of 0.4%, and a decrease in insurance of 0.6%, offset by a 2.6% increase to office expenses and supplies related to the continued growth of our business.
Previous report
•Tax payments and penalties
Reworded paragraphs (21)
Previous wording
The Company has 121 oncologists and mid-level professionals across 67 clinic locations located within five states: California, Florida, Arizona, Oregon and Nevada. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, Medi-Cal, and commercial patients.
Current wording
The Company has 121 oncologists and mid-level professionals across 66 clinic locations located within five states: California, Florida, Arizona, Oregon and Nevada. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, Medi-Cal, and commercial patients.
Previous wording
Comparison of the Three Months Ended March 31, 2025 and 2024
Current wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
Previous wording
The increase in dispensary revenue was primarily due to a 32.2% increase in the number of fills due to the continued growth in the attachment of prescriptions to our patient visits, offset by a 6.0% decrease in the average revenue per fill.
Current wording
The increase in dispensary revenue for three months ended June 30, 2025 as compared to the same quarter prior year was primarily due to a 102.8% increase in the number of fills due to the continued growth in the attachment of prescriptions to our patient visits, offset by a 30.6% decrease in the average revenue per fill. Dispensary revenue increased 33.0% for the six months ended June 30, 2025 as compared to same quarter prior year primarily driven by increases in both our capitated and fee-for-service lives, and improved performance of our retail and MID pharmacies.
Previous wording
The decrease in patient services cost was primarily due to a 1.7% decrease in intravenous drug costs, driven by the Company's patient mix and volume, as well as 2.6% decrease in clinical payroll costs as the Company adjusts physician compensation to better match performance, as well as increases use of advanced practice providers which results in a more efficient labor mix.
Current wording
The increase in patient services cost for the three months ended June 30, 2025 as compared to the same quarter prior year was primarily due to a 5.1% increase in intravenous drug costs, driven by the Company's patient mix and volume, as well as 1.8% decrease in clinical payroll costs as the Company adjusts physician compensation to better match performance, as well as increases use of advanced practice providers which results in a more efficient labor mix. Patient service costs for the six months ended June 30, 2025 as compared to the same period prior year were relatively stable as both revenue and margin in both capital and fee-for-service increased.
Previous wording
The increase in dispensary cost was primarily due to a 32.2% increase in the number of prescriptions filled offset by a 8.1% decrease in the average cost of the prescriptions filled.
Current wording
The increase in dispensary cost for the three months ended June 30, 2025 was primarily due to a 102.8% increase in the number of prescriptions filled offset by a 35.1% decrease in the average cost of the prescriptions filled, as compared to the three months ended June 30, 2024. The increase in dispensary cost for the six months ended June 30, 2025 was primarily due to a 84% increase in the number of prescriptions filled offset by a 30.1% decrease in the average cost of the prescriptions filled, as compared to the six months ended June 30, 2024.
Previous wording
The increase in interest expense was primarily the result of a prepayment related to the Senior Secured Convertible Note in which the Company recognized a loss of extinguishment of debt of $2,900 during the first quarter of 2025, offset by accretion related to marketable treasury securities.
Current wording
The increase in interest expense for the six months ended June 30, 2025 compared to the prior year same quarter was primarily the result of a prepayment related to the Senior Secured Convertible Note in which the Company recognized a loss of extinguishment of debt of $2,900 during the first quarter of 2025, offset by accretion related to marketable treasury securities. The decrease in interest expense for the three months ended June 30, 2025 as compared to the prior year same quarter was primarily the result of the February 2025 prepayment related to the Senior Secured Convertible Note causing a decrease in interest expense related to the debt.
Previous wording
The increase in the fair value of liabilities was primarily due to a $3,309 unfavorable increase in the fair value of conversion option derivative liabilities for the three months ended March 31, 2025, compared to zero change in the fair value of the derivative warrant and conversion option derivative liabilities for the three months ended March 31, 2024.
Current wording
The increase in the fair value of liabilities was primarily due to a $3,987 and $7,296 unfavorable increase in the fair value of conversion option derivative liabilities for the three and six months ended June 30, 2025, respectively, compared to $(2,568) change in the fair value of the conversion option derivative liabilities for the three and six months ended June 30, 2024.
Previous wording
The following tables provide a reconciliation of net income (loss), the most closely comparable GAAP financial measure, to Adjusted EBITDA:
Current wording
The following tables provide a reconciliation of net loss, the most closely comparable GAAP financial measure, to Adjusted EBITDA:
Previous wording
(4)Infrastructure and workforce costs were comprised of recruiting expenses to build out corporate infrastructure of $277 and $376, software implementation fees of $0 and $16, severance expenses resulting from cost rationalization programs of $140 and $10, temporary labor of $180 and $252 and legal fees related to infrastructure build out of $782 and $529 during the three months ended March 31, 2025 and 2024, respectively.
Current wording
(4)Infrastructure and workforce costs were comprised of recruiting expenses to build out corporate infrastructure of $150 and $336, software implementation fees of $0 and $36, severance expenses resulting from cost rationalization programs of $49 and $141, temporary labor of $35 and $74, stop-loss contract timing of approximately $1,099 and $0, and legal fees related to infrastructure build out of $487 and $1,830 during the three months ended June 30, 2025 and 2024, respectively.
Previous wording
(1)During the three months ended March 31, 2025, non-cash addbacks was primarily comprised of non-cash rent of $163. During the three months ended March 31, 2024, non-cash addbacks were primarily comprised of net credit losses of $12 and non-cash rent of $(51).
Current wording
(1)During the six months ended June 30, 2025, non-cash addbacks was primarily comprised of the write-off of the net assets of the Clinical Trials segment of $2,398. During the six months ended June 30, 2024, non-cash addbacks were primarily comprised of non-cash rent of $158, offset by net reversal of bad debt recovery of $50.
Previous wording
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the condensed consolidated financial statements for the three months ended March 31, 2025, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements. The Company had cash and cash equivalents of $39,739 and an accumulated deficit of $230,398 at March 31, 2025, and a net loss of $19,585 and net cash used in operating of $4,988 for the three months ended March 31, 2025. In February 2025, the Company entered into an Amendment to the Facility Agreement (see Note 11 - Debt) in which the Company made a partial prepayment of approximately $20,000 together with accrued and unpaid interest. Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40,000 of cash and cash equivalents in accounts that are subject to control agreements in favor of the Agent. Additionally, on March 24, 2025, the Company entered into a securities purchase agreement for a private placement that resulted in gross proceeds of approximately $16,500 to the Company before deducting placement agent fees and offering expenses (see Note 13 - Stockholders' Equity). Additionally, the Company's lender and existing investor, entered into an exchange agreement, in which approximately $4,100 aggregate principal amount of the Company's senior secured convertible notes was exchanged for common-equivalent preferred stock and warrants for common stock.
Current wording
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the condensed consolidated financial statements for the three and six months ended June 30, 2025, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements. The Company had cash and cash equivalents of $30,292 and an accumulated deficit of $247,407 at June 30, 2025, and a net loss of $36,594 and net cash used in operations of $15,190 for the six months ended June 30, 2025. In February 2025, the Company entered into an Amendment to the Facility Agreement (see Note 11 - Debt) in which the Company made a partial prepayment of approximately $20,000 together with accrued and unpaid interest. Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40,000 of cash and cash equivalents in accounts that are subject to control agreements in favor of the Agent. Additionally, on March 24, 2025, the Company entered into a securities purchase agreement for a private placement that resulted in gross proceeds of approximately $16,500 to the Company before deducting placement agent fees and offering expenses (see Note 13 - Stockholders' Equity). Additionally, the Company's lender and existing investor, entered into an exchange agreement, in which approximately $4,100 aggregate principal amount of the Company's senior secured convertible notes was exchanged for common-equivalent preferred stock and warrants for common stock.
Previous wording
The Company has also taken a number of other actions to increase cash flow. As one of our strategic priorities in 2024 and beyond, the Company implemented an initiative to eliminate cash burn. Due to efforts towards working capital management that saw improvements across receivables, inventory, and payables, the Company was able to improve cash flow from operations of approximately $9,800 from the fourth quarter of 2024 to the current quarter. Additionally, we generated an 11% reduction in SG&A expenses compared to the prior year same quarter directly as a result of our ongoing efforts to streamline operations, improve efficiency, and optimize our overhead resourcing.
Current wording
The Company has also taken a number of other actions to increase cash flow. As one of our strategic priorities in 2024 and beyond, the Company implemented an initiative to eliminate cash burn. Due to efforts towards working capital management that saw improvements across receivables, inventory, and payables, the Company was able to improve cash flow from operations of approximately $16,353 for the six months ended June 30, 2025 over the prior year same period. Additionally, we generated a 3.5% reduction in SG&A expenses compared to the prior year same quarter directly as a result of our ongoing efforts to streamline operations, improve efficiency, and optimize our overhead resourcing.
Previous wording
Significant changes impacting net cash and cash equivalents used in operating activities for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 were as follows:
Current wording
Significant changes impacting net cash and cash equivalents used in operating activities for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 were as follows:
Previous wording
•Increase in amortization of debt issuance cost and debt discount of $3,315 due to the decrease of the convertible note principal in connection with the debt amendment and exchange agreement;
Current wording
•Increase in amortization of debt issuance cost and debt discount of $2,879 due to the decrease of the convertible note principal in connection with the debt amendment and exchange agreement;
Previous wording
•Increase in loss of $3,352 related to the change in the fair value of liabilities for the three months ended March 31, 2025 with no change occurring in the same quarter prior year;
Current wording
•Increase in loss of $10,512 related to the change in the fair value of liabilities for the three months ended June 30, 2025 with no change occurring in the same quarter prior year;
Previous wording
•Share based compensation for the three months ended March 31, 2025 decreased by $2,629 compared to the three months ended March 31, 2024;
Current wording
•Share based compensation for the six months ended June 30, 2025 decreased by $5,264 compared to the six months ended June 30, 2024 due to the cancellation of earnout shares in November 2024;
Previous wording
•Cash used by accounts receivable increased $15,415 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 due to improvements in revenue cycle management in the current quarter and overall delays in the collection of accounts receivable in the same quarter prior year; and
Current wording
•Cash used by accounts receivable decreased $2,688 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 due to improvements in revenue cycle management in the current quarter and overall delays in the collection of accounts receivable in the same quarter prior year; and
Previous wording
•Cash provided by accounts payable, accrued expenses and income taxes payable decreased by $4,101 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 primarily due to working capital management; and
Current wording
•Cash provided by accounts payable and accrued expenses decreased by $10,878 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to the drug supply buy-in at quarter end.
Previous wording
Net cash provided by investing activities decreased $19,590 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 due to the increase in sales of marketable securities of $19,998 during the same period in the prior year, which did not occur in the current quarter.
Current wording
Net cash provided by investing activities decreased $38,974 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 due to the increase in sales of marketable securities of $40,000 during the same period in the prior year, which did not occur in the current period.
Previous wording
Net cash used in financing activities increased $3,802 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 primarily due to principal payments on the convertible note of $20,000, partially offset by proceeds from the private placement offering of $15,359 during the three months ended March 31, 2025.
Current wording
Net cash used in financing activities increased $308 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to principal payments on the convertible note of $20,000, partially offset by proceeds from the private placement offering of $15,359 during the six months ended June 30, 2025. Prior year same period was primarily comprised of payments made for financing of insurance payments and payment of deferred consideration related to acquisitions of approximately $1,002 and $2,140, respectively.
Previous wording
The Company presents the condensed consolidated financial statements by segment in accordance with the relevant accounting literature to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company's CODM is our Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: dispensary, patient care, and clinical trials & other.
Current wording
The Company presents the condensed consolidated financial statements by segment in accordance with the relevant accounting literature to provide investors with transparency into how the chief operating decision maker “or CODM” manages the business. The Company's CODM is our Chief Executive Officer. The CODM reviews financial information and allocates resources across two operating segments: dispensary and patient care.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
(2)Deferred consideration payments for practice acquisitions that are contingent upon the seller’s future employment at the Company.
Current report — wording carried from elsewhere
(3)Consulting and legal fees were comprised of a subset of the Company’s total consulting and legal fees, and related to certain non-recurring advisory projects during the six months ended June 30, 2025 and 2024.
Current report — wording carried from elsewhere
(5)Transaction costs incurred during the six months ended June 30, 2025 and 2024 were comprised of consulting, legal, administrative and regulatory fees associated with non-recurring due diligence projects.