Biggest changeYear Ended December 31, Change (dollars in thousands) 2023 2022 $ % Net cash and cash equivalents used in operating activities $ (36,315) $ (61,756) $ 25,441 (41.2) % Net cash and cash equivalents provided by (used in) investing activities 62,640 (131,614) 194,254 (147.6) % Net cash and cash equivalents provided by (used in) financing activities (6,847) 92,206 (99,053) (107.4) % Net (decrease) increase in cash and cash equivalents $ 19,478 $ (101,164) $ 120,642 (119.3) % Cash and cash equivalents at beginning of period 14,010 115,174 (101,164) (87.8) % Cash and cash equivalents at end of period $ 33,488 $ 14,010 $ 19,478 139.0 % Operating Activities Significant changes impacting net cash and cash equivalents used in operating activities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 were as follows: • Net loss increased to $83,220, primarily as a result of a decrease in the fair value of liabilities of $1,395 for the year ended December 31, 2023 as compared to a decrease in fair value of liabilities of $85,258 during the year ended December 31, 2022; • Share based compensation for the year ended December 31, 2023 decreased by $9,873 as compared to the year ended December 31, 2022; • Cash used by accounts receivable decreased $15,721 for the year ended December 31, 2023 as compared to the year ended December 31, 2022 due to the collection stabilization of the Company's receivables; • Cash provided by accounts payable, accrued expenses and income taxes payable increased $11,874 for the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily due to an increase in vendor payables resulting from the growth in the Company's business; • Cash used by purchasing inventory increased $2,653 for the year ended December 31, 2023 as compared to the year ended December 31, 2022 as a result of an increase in inventory acquired through practice acquisition; and • Cash provided by prepaid and other current assets decreased $1,154 for the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily due to the financing of the Company's directors and officers insurance policy that occurred in 2022.
Biggest changeYear Ended December 31, Change (dollars in thousands) 2024 2023 $ % Net cash and cash equivalents used in operating activities $ (26,538) $ (36,315) $ 9,777 (26.9) % Net cash and cash equivalents provided by investing activities 46,211 62,640 (16,429) (26.2) % Net cash and cash equivalents used in financing activities (3,492) (6,847) 3,355 (49.0) % Net increase in cash and cash equivalents $ 16,181 $ 19,478 $ (3,297) (16.9) % Cash and cash equivalents at beginning of period 33,488 14,010 19,478 139.0 % Cash and cash equivalents at end of period $ 49,669 $ 33,488 $ 16,181 48.3 % Operating Activities Significant changes impacting net cash and cash equivalents used in operating activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 were as follows: • Net loss decreased of $18,405, primarily as a result of a $16,900 reduction of operation loss and a $1,921 decrease in the fair value of warrant, earnout and conversion option liabilities of for the year ended December 31, 2024 as compared to the year ended December 31, 2023; • Cash used by accounts receivable increased $1,411 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to new contract wins and therefore more services being provided and billed. • Cash provided by accounts payable and accrued expenses increased $10,527 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to an increase in vendor payables resulting from the growth in the Company's business and strategic cash management; • Cash used by purchasing inventory decreased $8,024 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 as a result of favorable payment terms with suppliers and improved inventory management; • Cash provided by prepaid and other current assets decreased $1,952 for the year ended December 31, 2024 as compared to the year ended December 31, 2023. 56 Table of Contents Investing Activities Net cash provided by investing activities decreased $16,429 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to the decrease in sale of marketable securities of $31,258, offset by $9,595 reduction in purchases of marketable securities, and a decrease in cash used for purchases of practice acquisitions and intangibles of $4,456.
(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.
(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, 2024 and 2023, and related to certain advisory projects, software implementations, and legal fees for debt financing and predecessor litigation matters.
If subsequent information resolves uncertainties related to the transaction price, adjustments will be recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability. Fee For Service FFS revenue consists of fees for medical services actually provided to patients.
If subsequent information resolves uncertainties related to the transaction price, adjustments will be 58 Table of Contents recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability. Fee For Service FFS revenue consists of fees for medical services actually provided to patients.
The discussion should be read together with the historical audited annual financial statements for the years ended December 31, 2023 and 2022 , and the related notes that are included elsewhere in this Annual Report.
The discussion should be read together with the historical audited annual financial statements for the years ended December 31, 2024 and 2023 , and the related notes that are included elsewhere in this Annual Report.
Additionally, the Company is subject to certain outside claims and litigation arising out of the ordinary course of business, however, no such litigation requires future cash expenditure as of December 31, 2023.
Additionally, the Company is subject to certain outside claims and litigation arising out of the ordinary course of business, however, no such litigation requires future cash expenditure as of December 31, 2024.
The Company has the power to control all financial activities of the TOI PCs, the rights to receive substantially all benefits from the VIEs, and consequently consolidates the TOI PCs. Revenues, 57 Table of Contents expenses, and income from the TOI PCs are included in the consolidated amounts as presented on the Consolidated Statements of Operations.
The Company has the power to control all financial activities of the TOI PCs, the rights to receive substantially all benefits from the VIEs, and consequently consolidates the TOI PCs. Revenues, expenses, and income from the TOI PCs are included in the consolidated amounts as presented on the Consolidated Statements of Operations.
The Company defines Adjusted EBITDA as net income (loss) adjusting for: • Depreciation and amortization, 53 Table of Contents • Interest expense, net, • Income tax expense, • Non-cash addbacks, • Share-based compensation, • Goodwill impairment charges, • Changes in fair value of liabilities, • Unrealized (gains) losses on investments • Practice acquisition-related costs, • Post combination compensation expense, • Consulting and legal fees, • Infrastructure and workforce costs, and • Transaction costs.
The Company defines Adjusted EBITDA as net income (loss) adjusting for: • Depreciation and amortization, • Interest expense, net, • Tax payments and penalties, • Non-cash addbacks, • Share-based compensation, • Goodwill impairment charges, • Changes in fair value of liabilities, • Unrealized (gains) losses on investments • Practice acquisition-related costs, • Post combination compensation expense, • Consulting and legal fees, • Infrastructure and workforce costs, and • Transaction costs.
Dispensary and pharmacy Oral prescription drugs prescribed by doctors to their patients are sold directly through the TOI PCs’ dispensaries and our 49 Table of Contents newly-acquired pharmacy. Revenue for the prescriptions is based on fee schedules set by various PBMs and other third-party payors.
Dispensary and pharmacy Oral prescription drugs prescribed by doctors to their patients are sold directly through the TOI PCs’ dispensaries and our newly-acquired pharmacy. Revenue for the prescriptions is based on fee schedules set by various PBMs and other third-party payors.
As of December 31, 2023, o ur community-based oncology practices are staffed with 130 oncologists and advanced practice providers. 69 of these clinics are staffed with 119 providers employed by our affiliated physician-owned professional corporations, referred to as the "TOI PCs," which provided care for more than 64,000 and 72,000 patients in 2022 and 2023, respectively, and managed a population of approximately 1.8 million patients under value-based agreements as of December 31, 2023 .
As of December 31, 2024, o ur community-based oncology practices are staffed with 130 oncologists and advanced practice providers. 72 of these clinics are staffed with 119 providers employed by our affiliated physician-owned professional corporations, referred to as the "TOI PCs," which provided care for more than 72,000 patients in 2023 and 2024, respectively, and managed a population of approximately 1.9 million patients under value-based agreements as of December 31, 2024 .
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.
During the year ended December 31, 2023, non-cash addbacks were primarily comprised of a $2,020 of net bad debt write-off. (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.
Year Ended December 31, 2023 2022 Clinics (1) 83 76 Markets 15 15 Lives under value-based contracts (millions) 1.8 1.7 Net income (loss) $ (83,068) $ 152 Adjusted EBITDA (in thousands) (2) $ (25,805) $ (23,543) (1) Includes independent oncology practices to which we provide limited management services, but do not bear the operating costs.
Year Ended December 31, 2024 2023 Clinics (1) 86 83 Markets 16 15 Lives under value-based contracts (millions) 1.9 1.8 Net loss $ (64,663) $ (83,068) Adjusted EBITDA (in thousands) (2) $ (35,688) $ (25,805) (1) Includes independent oncology practices to which we provide limited management services, but do not bear the operating costs.
The Company performs annual testing of impairment for goodwill in the fourth quarter of each year or earlier if potential impairment indicators exist. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill.
Goodwill is not amortized but is required to be evaluated for impairment at the same time every year. The Company performs annual testing of impairment for goodwill in the fourth quarter of each year or earlier if potential impairment indicators exist. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill.
Dispensary The increase in dispensary revenue was primarily due to a 31.5% increase in the number of fills offset by 0.5% decrease in the average revenue per fill.
Dispensary The increase in dispensary revenue was primarily due to a 85.9% increase in the number of fills offset by 6.8% decrease in the average revenue per fill.
(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.
(6) Transaction costs were comprised of consulting and legal fees associated with non-recurring due diligence projects during the year ended December 31, 2024, and related to consulting, legal, administrative and regulatory fees associated with share repurchases and practice acquisitions during the year ended December 31, 2023.
(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.
(5) Infrastructure and workforce costs were primarily comprised of recruiting expenses to build out corporate infrastructure of $1,294 and $2,227, severance expenses resulting from cost rationalization programs of $343 and $979, temporary labor of $748 and $1,365, and lease terminations, settlements, and penalty addbacks of $3,921 and $1,289 during the years ended December 31, 2024 and 2023, respectively.
The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development.
These expenses include salaries and related costs and stock-based compensation for our executives and physicians. The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development.
The customer is invoiced periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established under contract with the customer.
The Company has elected to recognize revenue for clinical trials using the ‘as-invoiced’ practical expedient. The customer is invoiced periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established under contract with the customer.
The Company’s management is not aware of material events or uncertainties that would cause the financial information below to not be indicative of future operating results or results of future financial condition, although past results should not be relied upon as an indication of future performance or future financial condition. 50 Table of Contents Year Ended December 31, 2023 2022 Revenue Patient services 65.9 % 66.1 % Dispensary 32.0 % 31.4 % Clinical trials & other 2.1 % 2.5 % Total operating revenue 100.0 % 100.0 % Operating expenses Direct costs – patient services 55.8 % 53.4 % Direct costs – dispensary 25.6 % 25.8 % Direct costs – clinical trials & other 0.2 % 0.2 % Goodwill impairment charges 5.2 % 3.9 % Selling, general and administrative expense 35.1 % 47.4 % Depreciation and amortization 1.8 % 1.7 % Total operating expenses 123.7 % 132.4 % Loss from operations (23.7) % (32.4) % Other non-operating expense (income) Interest expense, net 2.1 % 1.6 % Change in fair value of derivative warrant liabilities 0.1 % (0.7) % Change in fair value of earnout liabilities (0.2) % (23.5) % Change in fair value of conversion option derivative liabilities (0.3) % (9.6) % Gain on loan forgiveness — % (0.1) % Other, net 0.3 % (0.1) % Total other non-operating loss expense (income) 2.0 % (32.4) % Loss before provision for income taxes (25.7) % — % Income tax benefit (expense) — % 0.1 % Net income (loss) (25.7) % 0.1 % Comparison of the Years Ended December 31, 2023 and 2022 Revenue Year Ended December 31, Change (dollars in thousands) 2023 2022 $ % Patient services $ 213,504 $ 166,785 $ 46,719 28.0 % Dispensary 103,835 79,343 24,492 30.9 % Clinical trials & other 6,900 6,355 545 8.6 % Total operating revenue $ 324,239 $ 252,483 $ 71,756 28.4 % 51 Table of Contents Patient services The increase in patient services revenue was primarily due to a 22.7% increase in FFS revenue as a result of practice acquisitions and an overall increase in clinic count as well as a 4.5% increase in capitation revenue due to new capitation contracts entered into during 2023 and in the latter half of 2022.
The Company’s management is not aware of material events or uncertainties that would cause the financial information below to not be indicative of future operating results or results of future financial condition, although past results should not be relied upon as an indication of future performance or future financial condition. 51 Table of Contents Year Ended December 31, 2024 2023 Revenue Patient services 52.1 % 66.0 % Dispensary 45.7 % 32.0 % Clinical trials & other 2.2 % 2.0 % Total operating revenue 100.0 % 100.0 % Operating expenses Direct costs – patient services 47.5 % 55.8 % Direct costs – dispensary 38.4 % 25.6 % Direct costs – clinical trials & other 0.3 % 0.2 % Goodwill impairment charges — % 5.2 % Selling, general and administrative expense 27.4 % 35.1 % Depreciation and amortization 1.6 % 1.8 % Total operating expenses 115.2 % 123.7 % Loss from operations (15.2) % (23.7) % Other non-operating expense (income) Interest expense, net 1.9 % 2.1 % Change in fair value of derivative warrant liabilities (0.2) % 0.1 % Change in fair value of earnout liabilities — % (0.2) % Change in fair value of conversion option derivative liabilities (0.7) % (0.3) % Gain on loan forgiveness — % — % Other, net 0.2 % 0.3 % Total other non-operating loss expense 1.2 % 2.0 % Loss before provision for income taxes (16.4) % (25.7) % Income tax benefit — % — % Net loss (16.4) % (25.7) % Comparison of the Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Patient services $ 204,883 $ 213,504 $ (8,621) (4.0) % Dispensary 179,916 103,835 76,081 73.3 % Clinical trials & other 8,613 6,900 1,713 24.8 % Total operating revenue $ 393,412 $ 324,239 $ 69,173 21.3 % Patient services The decrease in patient services revenue was primarily due to a 5.0% decrease in FFS revenue and a 1.3% decrease in capitation revenue as a result of a terminated contract during the year, partially offset by other contract starts.
Overview The Company is a leading value-based oncology company that manages community-based oncology practices that serve patients at 83 clinic locations across 15 markets and five states throughout the United States.
Overview The Company is a leading value-based oncology company that manages community-based oncology practices for the Company and for independent oncology practices that together serve patients at 86 clinic locations across 16 markets and five states throughout the United States. The Company commenced operations in Oregon in October 2024.
When the performance obligation is not satisfied, the billing is recognized as a contract liability. Dispensary Dispensed prescriptions that are filled and delivered to the patient are considered a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by PBMs and other third-party payors.
Dispensary Dispensed prescriptions that are filled and delivered to the patient are considered a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by PBMs and other third-party payors. The fee schedule is often subject to DIR fees, which are based primarily on pre-established metrics.
Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. The Company recognizes revenue for these arrangements on the fees earned to date based on the state of the trial, as established under contract with the customer.
Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements.
The fee schedule is often subject to DIR fees, which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions.
DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. Revenue is recognized based on the transaction at the time the patient takes possession of the oral drug.
Change in fair value of liabilities The decrease in non-operating (income) expense was primarily due to the decrease in gains of $58,412 and $23,322, respectively during the year ended December 31, 2023, as a result of decreases in the fair value of earnout liabilities and conversion option derivative liabilities, which were created as part of the Business Combination and the issuance of the Senior Secured Convertible Note, respectively.
Change in fair value of liabilities The decrease in non-operating (income) expense was primarily due to the decrease in gains of $803 and $1,819, respectively during the year ended December 31, 2024, as a result of decreases in the fair value of earnout liabilities and conversion option derivative liabilities, which were created as part of the Business Combination and the issuance of the Senior Secured Convertible Note, respectively. 53 Table of Contents Key Business Metrics In addition to our financial information, the Company's management reviews a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.
The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. The Company has elected to recognize revenue for clinical trials using the ‘as-invoiced’ practical expedient.
Clinical Research & Other Clinical research contracts represent a single, integrated set of research activities and thus are a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial.
Operating Expenses Direct costs - patient services Direct costs - patient services primarily includes chemotherapy drug costs, clinician salaries and benefits, and medical supplies. Clinicians include oncologists, advanced practice providers such as physician assistants and nurse practitioners, and registered nurses employed by the TOI PCs.
Clinicians include oncologists, advanced practice providers such as physician assistants and nurse practitioners, and registered nurses employed by the TOI PCs. Direct costs - dispensary Direct costs - dispensary primarily includes the cost of oral medications dispensed in the TOI PCs’ clinic locations.
The following tables provide a reconciliation of net income (loss), the most closely comparable GAAP financial measure, to Adjusted EBITDA: 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 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 % 54 Table of Contents (1) During the year ended December 31, 2023, non-cash addbacks were primarily comprised of net bad debt write-offs of $2,020.
Management encourages investors and others to review the Company's financial information in its entirety, not to rely on any single financial measure. 54 Table of Contents The following tables provide a reconciliation of net loss, the most closely comparable GAAP financial measure, to Adjusted EBITDA: Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Net loss $ (64,663) $ (83,068) $ 18,405 (22.2) % Depreciation and amortization 6,287 5,873 414 7.0 % Interest expense, net 7,496 6,777 719 10.6 % Tax payments and penalties (32) (36) 4 (11.1) % Non-cash addbacks (1) (139) 2,029 (2,168) (106.9) % Share-based compensation 11,152 17,548 (6,396) (36.4) % Goodwill impairment charges — 16,867 (16,867) N/A Change in fair value of liabilities (3,316) (1,395) (1,921) 137.7 % Unrealized (gains) losses on investments (133) (237) 104 N/A Practice acquisition-related costs (2) — 113 (113) (100.0) % Post-combination compensation expense (3) 374 2,048 (1,674) N/A Consulting and legal fees (4) 841 1,570 (729) (46.4) % Infrastructure and workforce costs (5) 6,427 5,965 462 7.7 % Transaction costs (6) 18 141 (123) (87.2) % Adjusted EBITDA $ (35,688) $ (25,805) $ (9,883) 38.3 % (1) During the year ended December 31, 2024, non-cash addbacks were primarily comprised of non-cash rent of $411 and $259 loss on disposal of fixed assets.
GAAP,"), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions.
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods.
Selling, general and administrative expense Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff. These expenses include salaries and related costs and stock-based compensation for our executives and physicians.
Direct costs - clinical trials & other Direct costs - clinical trials & other primarily includes costs related to clinical trial contracts and medical supplies. Selling, general and administrative expense Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff.
At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the standard applied to individual patient contracts related to each medical service provided. 58 Table of Contents Revenue is recorded on the date the services are rendered based on the information known at the time of entering of such information into our billing systems as well as an estimate of the revenue associated with medical services.
At these levels, portfolios share the characteristics conducive to ensuring that the results do not materially differ from the standard applied to individual patient contracts related to each medical service provided.
Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary.
We believe that the following accounting policies reflects the most critical judgments and estimation uncertainty used in the preparation of our Consolidated Financial Results. Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary.
Operating Expenses Year Ended December 31, Change (dollars in thousands) 2023 2022 $ % Direct costs – patient services $181,017 $ 134,761 $ 46,256 34.3 % Direct costs – dispensary 83,071 65,111 17,960 27.6 % Direct costs – clinical trials & other 578 518 60 11.6 % Goodwill impairment charges 16,867 9,944 6,923 N/A Selling, general and administrative expense 113,851 119,689 (5,838) (4.9) % Depreciation and amortization 5,873 4,411 1,462 33.1 % Total operating expenses $401,257 $ 334,434 $ 66,823 20.0 % Patient services cost The increase in patient services cost was primarily due to a 26.1% increase in intravenous drug costs, primarily driven by the Company's patient mix and volume, as well as the rising rate of inflation during 2023.
Clinical trials & other For the year ended December 31, 2024, the increase in clinical trials and other revenue was primarily due to an increase in other revenue compared to the prior year. 52 Table of Contents Operating Expenses Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Direct costs – patient services $186,880 $ 181,017 $ 5,863 3.2 % Direct costs – dispensary 151,231 83,071 68,160 82.1 % Direct costs – clinical trials & other 1,304 578 726 125.6 % Goodwill impairment charges 0 16,867 (16,867) N/A Selling, general and administrative expense 107,828 113,851 (6,023) (5.3) % Depreciation and amortization 6,287 5,873 414 7.0 % Total operating expenses $453,530 $ 401,257 $ 52,273 13.0 % Patient services cost The increase in patient services cost was primarily due to a 13.9% increase in clinical payroll costs due to the expectation of growth from additional contracts, partially offset by a 0.4% decrease in intravenous drug costs, primarily driven by the Company's patient mix and volume.
Selling, general and administrative expense The decrease in selling, general and administrative expense was primarily driven by a 8.5% decrease in share-based compensation expense, a 2.6% decrease in transaction costs and a 1.7% decrease in professional fees offset by 1.9% increase in salaries and benefits due to the growth in the Company's management and corporate team, as well as a 3.1% increase in office expenses, and a 1.4% increase in real estate and equipment expenses. 52 Table of Contents Other Non-Operating Expenses (Income) Year Ended December 31, Change (dollars in thousands) 2023 2022 $ % Interest expense, net $ 6,777 $ 4,082 $ 2,695 66.0 % Change in fair value of derivative warrant liabilities 286 (1,843) 2,129 (115.5) % Change in fair value of earnout liabilities (803) (59,215) 58,412 (98.6) % Change in fair value of conversion option derivative liabilities (878) (24,200) 23,322 N/A Gain on loan forgiveness — (183) 183 (100.0) % Other, net 704 (501) 1,205 (240.5) % Total other non-operating expense (income) $ 6,086 $ (81,860) $ 87,946 (107.4) % Interest expense The increase in interest expense was primarily the result of interest and amortization related to the Senior Secured Convertible Notes issued during the year ended December 31, 2023.
Other Non-Operating Expenses (Income) Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Interest expense, net $ 7,496 $ 6,777 $ 719 10.6 % Change in fair value of derivative warrant liabilities (619) 286 (905) (316.4) % Change in fair value of earnout liabilities — (803) 803 (100.0) % Change in fair value of conversion option derivative liabilities (2,697) (878) (1,819) N/A Other, net 365 704 (339) (48.2) % Total other non-operating expense $ 4,545 $ 6,086 $ (1,541) (25.3) % Interest expense The increase in interest expense was primarily the result of interest and amortization related to the Senior Secured Convertible Notes issued during the year ended December 31, 2024.
Critical Accounting Policies The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States ("U.S.
Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Material Cash Requirements Due by the Year Ended December 31, (dollars in thousands) 2024 2025-2026 2027-2028 Thereafter Total Convertible note 1 $ 4,461 $ 8,922 $ 112,664 $ — $ 126,047 Operating leases 8,176 15,128 9,825 6,243 39,372 Deferred acquisition and contingent consideration 2,515 50 — — 2,565 Other 2 1,049 81 29 — 1,159 Total material cash requirements $ 16,201 $ 24,181 $ 122,518 $ 6,243 $ 169,143 (1) Includes principal and interest payments due.
Material Cash Requirements Due by the Year Ended December 31, (dollars in thousands) 2025 2026-2027 2028-2029 Thereafter Total Convertible note 1 $ 4,461 $ 117,125 $ — $ — $ 121,586 Operating leases 8,467 14,961 8,221 3,556 35,205 Deferred acquisition and contingent consideration 225 — — — 225 Other 2 840 68 — — 908 Total material cash requirements $ 13,993 $ 132,154 $ 8,221 $ 3,556 $ 157,924 (1) Includes principal and interest payments due.
Goodwill impairment charges During the years ended December 31, 2023 and 2022, impairment charges of $16,867 and $9,944 were recorded related to goodwill, respectively. See Note 2 and Note 18 in Item. 8 Financial Statements and Supplementary Data for additional detail.
See Note 2 and Note 18 in Item. 8 Financial Statements and Supplementary Data for additional detail.
If unable to raise additional capital when desired, or if the Company cannot expand operations or otherwise capitalize on business opportunities because the Company's lack of sufficient capital, the Company's business, results of operations, and financial condition would be adversely affected. 55 Table of Contents Cash Flows The following table presents a summary of the Company's consolidated cash flows from operating, investing, and financing activities for the periods indicated.
Cash Flows The following table presents a summary of the Company's consolidated cash flows from operating, investing, and financing activities for the periods indicated.
In addition, clinical payroll costs increased 8.1% from the prior year due to the growth in clinic count. Dispensary cost The increase in dispensary cost was primarily due to a 31.5% increase in the number of prescriptions filled offset by a 3.0% decrease in the average cost of the prescriptions filled.
The increase in dispensary cost was primarily due to a 85.9% increase in the number of prescriptions filled offset by a 2.1% decrease in the average cost of the prescriptions filled. Goodwill impairment charges During the years ended December 31, 2024 and 2023, impairment charges of $0 and $16,867 were recorded related to goodwill, respectively.
Financing Activities Net cash provided by financing activities decreased $99,053 for the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily due to $110,000 of proceeds from the issuance of the Senior Secured Convertible during the year ended December 31, 2022, offset by $7,981 decrease in common stock repurchase, and by deferred cash consideration and finance insurance premium payments of $2,584 and $3,269, respectively, during year ended December 31, 2023. 56 Table of Contents Material Cash Requirements The Company's material cash requirements for the following five years consist of principal and interest due on the convertible note, operating leases and other miscellaneous administrative expenses.
Financing Activities Net cash used by financing activities decreased $3,355 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to a $1,019 decrease in the common stock repurchase that was done in the prior year, and a $2,113 decrease in finance insurance premium payments during year ended December 31, 2024.
The Company believes its affiliated providers enjoy the stability and predictability of a large multi-state practice, are not incentivized or pressured to overtreat when it may be inconsistent with a patient’s goals of care, and can focus on practicing outstanding evidence-based medicine, rather than business building. 2023 Highlights • Consolidated revenue of $324.2 million, an increase of 28% compared to the prior year • Gross profit of $59.6 million, an increase of 14% compared to the prior year, and gross margin of 18.4%, a decrease from 20.6% the prior year • Adjusted EBITDA of $(25.8) million compared to $(23.5) million for the prior year 48 Table of Contents • Ended the fiscal year 2023 with $83 million in cash, cash equivalents, and investments • Signed full-risk capitated contract in South Florida, effective January 1, 2024 and have now successful onboarded the membership and the IPA providers. • Successfully acquired and launched our California-based pharmacy in November and have already completed over 1,300 specialty medication fills Components of Results of Operations Revenue The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) pharmacy benefit managers (“PBMs”), (iii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”); (iv) state governments under Medicaid and other programs; (v) other third-party payors and managed care organizations (e.g., risk bearing organizations and independent practice associations (“IPAs”)); and (vi) individual patients and clients.
Components of Results of Operations Revenue The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) pharmacy benefit managers (“PBMs”), (iii) the federal government under the Medicare program administered by the Centers for Medicare 49 Table of Contents and Medicaid Services (“CMS”); (iv) state governments under Medicaid and other programs; (v) other third-party payors and managed care organizations (e.g., risk bearing organizations and independent practice associations (“IPAs”)); and (vi) individual patients and clients.
Costs for clinical personnel wages are expensed as incurred and costs for inventory and medical supplies are expensed when used, generally by applying the specific identification method. Goodwill and Intangible Assets 59 Table of Contents The Company accounts for goodwill and intangible assets under Accounting Standards Codification Topic No. 350, Goodwill and Other (“ASC 350”).
Goodwill and Intangible Assets The Company accounts for goodwill and intangible assets under Accounting Standards Codification Topic No. 350, Goodwill and Other (“ASC 350”). Goodwill represents the excess of the fair value of the consideration conveyed in acquisition over the fair value of net assets acquired.