|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
84-3562323
(I.R.S. Employer
Identification Number) |
|
|
Joel Rubinstein
Bryan J. Luchs Jason A. Rocha White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200 |
| |
Steven B. Stokdyk
Brian Duff Brent Epstein Latham & Watkins LLP 10250 Constellation Blvd. Suite 1100 Los Angeles, CA 90067 Tel: (213) 485-1234 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
|
Exchange Act Rule 13e-4(i) ☐
(Cross-Border Issuer Tender Offer) |
| |
Exchange Act Rule 14d-1(d) ☐
(Cross-Border Third-Party Tender Offer) |
|
| | ||||||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
|
| | |
Amount to be
Registered |
| | |
Proposed
Maximum Offering Price Per Share |
| | |
Proposed
Maximum Aggregate Offering Price |
| | |
Amount of
Registration Fee(4) |
| ||||||||||||
Class A common stock, par value $0.0001 per share
|
| | | | | 72,870,559(1) | | | | | | $ | 9.93 | | | | | | $ | 723,604,651(2) | | | | | | $ | 67,078.15(3) | | |
Total
|
| | | | | | | | | | | | | | | | | | $ | 723,604,651 | | | | | | $ | 67,078.15(4) | | |
| | |
Page
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Page
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| | | | 267 | | | |
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| | | | 269 | | | |
| | | | F-1 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | |
|
|
|
|
(in millions)
|
| |
Assuming
No Redemption |
| |
Assuming
Max Redemption |
| |
Assuming
Interim Redemption |
| |||||||||
Sources | | | | | | | | | | | | | | | | | | | |
Proceeds from Trust Account
|
| | | $ | 230 | | | | | $ | 50 | | | | | | 140 | | |
Private Placement
|
| | | | 275 | | | | | | 275 | | | | | | 275 | | |
Total Sources
|
| | | $ | 505 | | | | | $ | 325 | | | | | $ | 415 | | |
Uses | | | | | | | | | | | | | | | | | | | |
Cash to TOI shareholders
|
| | | | 257 | | | | | | 158 | | | | | | 208 | | |
Cash to balance sheet
|
| | | | 208 | | | | | | 127 | | | | | | 167 | | |
Transaction costs
|
| | | | 40 | | | | | | 40 | | | | | | 40 | | |
Total Uses
|
| | | $ | 505 | | | | | $ | 325 | | | | | $ | 415 | | |
(in thousands, except share and per share data)
|
| |
Pro Forma Combined
(No Redemption Scenario) |
| |
Pro Forma Combined
(Maximum Redemption Scenario) |
| |
Pro Forma Combined
(Interim Redemption Scenario) |
| |||||||||
Summary Unaudited Pro Forma Condensed Combined
|
| | | | | | | | | | | | | | | | | | |
Statement of Operations Data | | | | | | | | | | | | | | | | | | | |
Six months ended June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 98,423 | | | | | $ | 98,423 | | | | | $ | 98,423 | | |
Net loss
|
| | | $ | (2,209) | | | | | $ | (4,245) | | | | | $ | (3,166) | | |
DFP Class A Common Stock | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of
DFP Class A Common Stock, basic and diluted |
| | | | 88,748,437 | | | | | | 80,200,775 | | | | | | 84,478,182 | | |
Basic and diluted net loss per share, DFP Class A Common Stock
|
| | | $ | (0.02) | | | | | $ | (0.04) | | | | | $ | (0.03) | | |
Summary Unaudited Pro Forma Condensed Combined
|
| | | | | | | | | | | | | | | | | | |
Statement of Operations Data | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 187,515 | | | | | $ | 187,515 | | | | | $ | 187,515 | | |
Net loss
|
| | | $ | (73,478) | | | | | $ | (66,113) | | | | | $ | (69,691) | | |
DFP Class A Common Stock
|
| | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of
DFP Class A Common Stock, basic and diluted |
| | | | 88,374,784 | | | | | | 79,827,122 | | | | | | 84,104,529 | | |
Basic and diluted net loss per share, DFP Class A Common Stock
|
| | | $ | (0.70) | | | | | $ | (0.69) | | | | | $ | (0.70) | | |
Summary Unaudited Pro Forma Condensed Combined
|
| | | | | | | | | | | | | | | | | | |
Balance Sheet Data as of June 30, 2021
|
| | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 293,181 | | | | | $ | 213,187 | | | | | $ | 253,183 | | |
Total liabilities and
commitments |
| | | $ | 104,452 | | | | | $ | 102,252 | | | | | $ | 103,349 | | |
Total stockholders’ equity
|
| | | $ | 188,729 | | | | | $ | 110,935 | | | | | $ | 149,834 | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |
Equivalent pro forma per share data(3)
|
| ||||||||||||||||||||||||||||||
(in thousands, except share and per
share data) |
| |
DFP Healthcare
Acquisitions Corp. (Historical) |
| |
TOI Parent, Inc.
(Historical) |
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| |
Interim
Redemption Scenario |
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| |
Interim
Redemption Scenario |
| ||||||||||||||||||||||||
As of and for the Six months ended
June 30, 2021 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (435) | | | | | $ | 2,209 | | | | | $ | (2,209) | | | | | $ | (4,245) | | | | | $ | (3,166) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Total stockholders’ equity
(deficit) |
| | | | 5,000 | | | | | | (49,710) | | | | | | 188,729 | | | | | | 110,935 | | | | | | 149,834 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Historical Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A common stock, basic and diluted
|
| | | | 23,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Basic and diluted net income per
share, Class A |
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Weighted average shares outstanding of Class B common stock, basic and diluted
|
| | | | 5,750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |
Equivalent pro forma per share data(3)
|
| ||||||||||||||||||||||||||||||
(in thousands, except share and per
share data) |
| |
DFP Healthcare
Acquisitions Corp. (Historical) |
| |
TOI Parent, Inc.
(Historical) |
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| |
Interim
Redemption Scenario |
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| |
Interim
Redemption Scenario |
| ||||||||||||||||||||||||
Basic and diluted net income per
share, Class B |
| | | $ | (0.08) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Weighted average shares outstanding of TOI Parent, Inc., basic and diluted
|
| | | | | | | | | | 114,510 | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Net income per share attributable
to TOI Parent, Inc. common stockholders, basic and diluted |
| | | | | | | | | $ | 19.29 | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Total Book Value per
share(1) |
| | | $ | 0.22 | | | | | $ | (434.11) | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
DFP Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of DFP Class A Common Stock, basic and diluted
|
| | | | | | | | | | | | | | | | 88,748,437 | | | | | | 80,200,775 | | | | | | 84,478,182 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Basic and diluted net loss per share, DFP Class A Common Stock
|
| | | | | | | | | | | | | | | $ | (0.02) | | | | | $ | (0.04) | | | | | $ | (0.03) | | | | | $ | (12.50) | | | | | $ | (26.29) | | | | | $ | (18.72) | | |
Total Book Value per share of
DFP Class A Common Stock(1) |
| | | | | | | | | | | | | | | $ | 2.13 | | | | | $ | 1.38 | | | | | $ | 1.77 | | | | | $ | 1,259.62 | | | | | $ | 819.32 | | | | | $ | 1,050.58 | | |
(in thousands, except share and per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of and for the Year ended December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (8,340) | | | | | $ | (14,321) | | | | | $ | (73,478) | | | | | $ | (66,113) | | | | | $ | (69,691) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Historical Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A common stock, basic and diluted
|
| | | | 23,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Basic and diluted net loss per share, Class A
|
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Weighted average shares outstanding of Class B common stock, basic and diluted
|
| | | | 5,602,459 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (1.49) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Weighted average shares outstanding of TOI Parent, Inc., basic and diluted
|
| | | | | | | | | | 23,786 | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Net loss per share attributable to
TOI Parent, Inc. common stockholders, basic and diluted |
| | | | | | | | | $ | (602.09) | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Total Book Value per
share(2) |
| | | | N/A(2) | | | | | | N/A(2) | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
DFP Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of DFP Class A Common Stock, basic and diluted
|
| | | | | | | | | | | | | | | | 88,374,784 | | | | | | 79,827,122 | | | | | | 84,104,529 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Basic and diluted net loss per share, DFP Class A Common Stock
|
| | | | | | | | | | | | | | | $ | (0.70) | | | | | $ | (0.69) | | | | | $ | (0.70) | | | | | $ | (417.33) | | | | | $ | (411.04) | | | | | $ | (413.69) | | |
Total Book Value per
share(2) |
| | | | | | | | | | | | | | | | N/A(2) | | | | | | N/A (2) | | | | | | N/A(2) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
|
|
|
|
| | |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2021 – 2024 CAGR
|
| |||||||||||||||
Capitated/VBC Lives(1) (mm)
|
| | | | 1.6 | | | | | | 1.8 | | | | | | 2.2 | | | | | | 2.7 | | | | | | 20% | | |
Revenue
|
| | | | 221 | | | | | | 345 | | | | | | 530 | | | | | | 794 | | | | | | 53% | | |
% Growth(2)
|
| | | | 18% | | | | | | 56% | | | | | | 54% | | | | | | 50% | | | | | | | | |
Gross Profit(3)
|
| | | | 47 | | | | | | 79 | | | | | | 133 | | | | | | 212 | | | | | | 65% | | |
% Margin(4)
|
| | | | 21% | | | | | | 23% | | | | | | 25% | | | | | | 27% | | | | | | | | |
Adjusted EBITDA(3)
|
| | | | 3 | | | | | | 6 | | | | | | 29 | | | | | | 74 | | | | | | 196% | | |
% Margin(5)
|
| | | | 1% | | | | | | 2% | | | | | | 6% | | | | | | 9% | | | | | | | | |
($ millions)
|
| |
2021E
|
|
Revenue
|
| |
$205 – $207
|
|
Gross Margin(1)
|
| |
$44 – $45
|
|
Adjusted EBITDA(1)
|
| |
$(1) – $(2)
|
|
Name
|
| |
Options Vesting
Accelerated and Cashed-Out (no redemption) |
| |
Options Vesting
Accelerated and Cashed-Out (maximum redemption) |
| |
Options Vesting
Accelerated and Cashed-Out (interim redemption) |
| |
# of Earnout
Shares on Options (no redemption) |
| |
# of Earnout
Shares on Options (maximum redemption) |
| |
# of Earnout
Shares on Options (interim redemption) |
| ||||||||||||||||||
Brad Hively – Chief Executive Officer
|
| | | $ | 7,326,703 | | | | | $ | 4,493,711 | | | | | $ | 5,910,207 | | | | | | 255,175 | | | | | | 305,841 | | | | | | 280,508 | | |
Daniel Virnich – Chief Operating Officer
|
| | | $ | 4,045,816 | | | | | $ | 2,483,893 | | | | | $ | 3,264,855 | | | | | | 141,051 | | | | | | 169,058 | | | | | | 155,054 | | |
Scott Dalgleish – Chief Financial Officer
|
| | | $ | 2,467,621 | | | | | $ | 1,513,113 | | | | | $ | 1,990,337 | | | | | | 85,913 | | | | | | 102,971 | | | | | | 94,442 | | |
Yale Podnos – Chief Medical Officer
|
| | | $ | 591,145 | | | | | $ | 363,364 | | | | | $ | 477,254 | | | | | | 20,517 | | | | | | 24,590 | | | | | | 22,553 | | |
(in millions)
|
| |
Assuming
No Redemption |
| |
Assuming
Max Redemption |
| |
Assuming
Interim Redemption |
| |||||||||
| | | | | | | | | | | | | | | | | | | |
Sources | | | | | | | | | | | | | | | | | | | |
Proceeds from Trust Account
|
| | | $ | 230 | | | | | $ | 50 | | | | | | 140 | | |
Private Placement
|
| | | | 275 | | | | | | 275 | | | | | | 275 | | |
Total Sources
|
| | | $ | 505 | | | | | $ | 325 | | | | | $ | 415 | | |
Uses | | | | | | | | | | | | | | | | | | | |
Cash to TOI shareholders
|
| | | | 257 | | | | | | 158 | | | | | | 208 | | |
Cash to balance sheet
|
| | | | 208 | | | | | | 127 | | | | | | 167 | | |
Transaction costs
|
| | | | 40 | | | | | | 40 | | | | | | 40 | | |
Total Uses
|
| | | $ | 505 | | | | | $ | 325 | | | | | $ | 415 | | |
| | |
Current Charter
|
| |
Proposed Charter
|
|
Change Stock Classes and Authorized Shares
|
| | The Current Charter authorizes the issuance of 100,000,000 shares of DFP Class A Common Stock 10,000,000 shares of DFP Class B Common Stock and 1,000,000 shares of preferred stock. | | | The Proposed Charter authorizes the issuance of 500,000,000 shares of New TOI Common Stock and 10,000,000 shares of preferred stock. | |
Removal of Classified Board
|
| | The Current Charter provides for three classes of directors. At DFP’s annual meeting, one class of directors is elected for a three-year term and each until his or her successor is duly elected and qualified, subject to his or her death, resignation or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the DFP Board among the classes, but in no case will a decrease in the number of directors constituting the DFP Board shorten the term of any incumbent director. | | | The Proposed Charter provides that at New TOI’s annual meeting, each director is elected until the expiration of his or her term or until his or her successor is duly elected and qualified, subject to his or her death, resignation or removal. If the number of directors is changed, in no case will a decrease in the number of directors remove or shorten the term of any incumbent director. | |
Vote Required to Amend Certain Provisions of the Proposed Charter
|
| | The Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the Current Charter. | | | The Proposed Charter requires the approval by affirmative vote of the holders of at least 662∕3% in voting power of the then outstanding shares of New TOI Common Stock to amend certain provisions of the Proposed Charter as follows: Article V(B), which addresses Preferred Stock; Article VI, which addresses the number, election, terms and removal of and any directors; Article VII, which addresses the conduct of New TOI’s annual meetings and special meetings, and the requirement that stockholders take action at a meeting rather than by written consent; and Article VIII, which addresses the limitation on director liability, Article IX, which addresses director indemnification, Article X, which addresses corporate opportunities, Article XI, which discusses forum selection, and Article XII, which addresses the ability | |
| | |
Current Charter
|
| |
Proposed Charter
|
|
| | | | | | to amend the Proposed Charter. | |
Vote Required to Amend Proposed Bylaws
|
| | Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the bylaws. | | | The Proposed Charter grants the TOI Board the power to adopt, amend or repeal the Proposed Bylaws. TOI stockholders can adopt, amend or repeal the Proposed Bylaws with the approval by affirmative vote of the holders of at least 662∕3% of the New TOI Common Stock. | |
Stockholder Action by Written Consent
|
| | The Current Charter permits only holders of DFP Class B Common Stock to take action by written consent in lieu of taking action at a meeting of stockholders. | | | The Proposed Charter would prohibit stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent. | |
Interested Directors
|
| | The Current Charter, to the maximum extent permitted from time to time by Delaware law, renounces any expectancy that DFP has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to DFP directors, officers or their affiliates, except with respect to any of the directors, officers, or their affiliates of DFP with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of DFP and (i) such opportunity is one that DFP is legally and contractually permitted to undertake and would otherwise be reasonable for DFP to pursue and (ii) the director or officer is permitted to refer that opportunity to DFP without violating any legal obligation. | | | The Proposed Charter will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that New TOI has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our directors or their affiliates, other than those directors or affiliates who are New TOI’s or New TOI’s subsidiaries’ employees. The Proposed Charter provides that, to the fullest extent permitted by law, none of the our directors who are not employed by New TOI (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any fiduciary duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which New TOI or its affiliates now engage or propose to engage or (ii) otherwise competing with New TOI or its affiliates. The Proposed Charter will not renounce New TOI”s interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of New TOI. To the fullest extent permitted by law, a business opportunity will not be deemed to be a potential corporate opportunity for New TOI if New TOI is neither financially nor legally able, | |
| | |
Current Charter
|
| |
Proposed Charter
|
|
| | | | | | nor contractually permitted to undertake the opportunity, the opportunity is not in the line of New TOI’s business or is of no practical advantage to New TOI or it is one in which New TOI has no interest or reasonable expectancy. | |
Exclusive Forum Provision
|
| | The Current Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on DFP’s behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of DFP to DFP or its stockholders; (iii) any action asserting a claim against DFP arising under the DGCL, the Current Charter or DFP’s bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against DFP that is governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (A) the personal jurisdiction of the state and federal courts within Delaware and (B) service of process on such stockholder’s counsel. The provision of the Current Charter described in the immediately preceding sentence does not apply to (i) suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) any action arising under the Securities Act, as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware shall have concurrent jurisdiction. | | | The Proposed Charter provides that, unless New TOI consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or its stockholders; (iii) any action, suit or proceeding asserting a claim against New TOI arising under the DGCL, its certificate of incorporation or its bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (v) any action, suit or proceeding asserting a claim against New TOI or any current or former director, officer or stockholder governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (A) the personal jurisdiction of the state and federal courts within Delaware and (B) service of process on such stockholder’s counsel. The provision of the Proposed Charter described in the immediately preceding sentence does not apply to (i) suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) any action arising under the Securities Act, as to which the federal district court for the United States of America shall have exclusive | |
| | |
Current Charter
|
| |
Proposed Charter
|
|
| | | | | | jurisdiction. | |
Changes in Connection with Adoption of the Proposed Charter
|
| | The Current Charter contains various provisions applicable only to blank check companies. | | | The Proposed Charter would (i) change the post-business combination company’s corporate name from “DFP Healthcare Acquisitions Corp.” to “The Oncology Institute, Inc.” and making New TOI’s corporate existence perpetual and (ii) remove certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination. | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Charter Proposal A — Change Stock Classes and Authorized Shares
|
| | The Current Charter authorizes the issuance of 100,000,000 shares of DFP Class A Common Stock 10,000,000 shares of DFP Class B Common Stock and 1,000,000 shares of preferred stock. | | | The Proposed Charter authorizes the issuance of 500,000,000 shares of New TOI Common Stock and 10,000,000 shares of preferred stock. | |
|
Advisory Charter Proposal B — Removal of Classified Board
|
| | The Current Charter provides for three classes of directors. At DFP’s annual meeting, one class of directors is elected for a three-year term and each until his or her successor is duly elected and qualified, subject to his or her death, resignation or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the DFP Board among the classes, but in no case will a decrease in the number of directors constituting the DFP Board shorten the term of any incumbent director. | | | The Proposed Charter provides that at New TOI’s annual meeting, each director is elected until the expiration of his or her term or until his or her successor is duly elected and qualified, subject to his or her death, resignation or removal. If the number of directors is changed, in no case will a decrease in the number of directors remove or shorten the term of any incumbent director. | |
|
Advisory Charter Proposal C — Vote Required to Amend Certain Provisions of the Proposed Charter
|
| | The Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the Current Charter. | | | The Proposed Charter requires the approval by affirmative vote of the holders of at least 662∕3% in voting power of the then outstanding shares of New TOI Common Stock to amend certain provisions of the Proposed Charter as follows: Article V(B), which addresses Preferred Stock; Article VI, which addresses the number, election, terms and removal of and any directors; Article VII, which addresses the conduct of New TOI’s annual meetings and special meetings, and the requirement that stockholders take action at a meeting rather than by written consent; and Article VIII, which addresses the limitation on | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
| | | | | | | director liability, Article IX, which addresses director indemnification, Article X, which addresses corporate opportunities, Article XI, which discusses forum selection, and Article XII, which addresses the ability to amend the Proposed Charter. | |
|
Advisory Charter Proposal D — Vote Required to Amend Proposed Bylaws
|
| | Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the bylaws. | | | The Proposed Charter grants the TOI Board the power to adopt, amend or repeal the Proposed Bylaws. TOI stockholders can adopt, amend or repeal the Proposed Bylaws with the approval by affirmative vote of the holders of at least 662∕3% of the New TOI Common Stock. | |
|
Advisory Charter Proposal E — Stockholder Action by Written Consent
|
| | The Current Charter permits only holders of DFP Class B Common Stock to take action by written consent in lieu of taking action at a meeting of stockholders. | | | The Proposed Charter would prohibit stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent. | |
|
Advisory Charter Proposal F — Interested Directors
|
| | The Current Charter, to the maximum extent permitted from time to time by Delaware law, renounces any expectancy that DFP has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to DFP directors, officers or their affiliates, except with respect to any of the directors, officers, or their affiliates of DFP with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of DFP and (i) such opportunity is one that DFP is legally and contractually permitted to undertake and would otherwise be reasonable for DFP to pursue and (ii) the director or officer is permitted to refer that opportunity to DFP without violating any legal obligation. | | | The Proposed Charter will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that New TOI has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our directors or their affiliates, other than those directors or affiliates who are New TOI’s or New TOI’s subsidiaries’ employees. The Proposed Charter provides that, to the fullest extent permitted by law, none of the our directors who are not employed by New TOI (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any fiduciary duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which New TOI or its affiliates now engage or propose to engage or (ii) otherwise competing with New TOI or its affiliates. The Proposed Charter will not renounce New TOI”s interest in any business opportunity that is expressly offered to a non-employee director solely in his or her | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
| | | | | | | capacity as a director or officer of New TOI. To the fullest extent permitted by law, a business opportunity will not be deemed to be a potential corporate opportunity for New TOI if New TOI is neither financially nor legally able, nor contractually permitted to undertake the opportunity, the opportunity is not in the line of New TOI’s business or is of no practical advantage to New TOI or it is one in which New TOI has no interest or reasonable expectancy. | |
|
Advisory Charter Proposal G — Exclusive Forum Provision
|
| | The Current Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on DFP’s behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of DFP to DFP or its stockholders; (iii) any action asserting a claim against DFP arising under the DGCL, the Current Charter or DFP’s bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against DFP that is governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (A) the personal jurisdiction of the state and federal courts within Delaware and (B) service of process on such stockholder’s counsel. The provision of the Current Charter described in the immediately preceding sentence does not apply to (i) suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) any action arising under the Securities Act, as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware shall have concurrent jurisdiction. | | | The Proposed Charter provides that, unless New TOI consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or its stockholders; (iii) any action, suit or proceeding asserting a claim against New TOI arising under the DGCL, its certificate of incorporation or its bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (v) any action, suit or proceeding asserting a claim against New TOI or any current or former director, officer or stockholder governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (A) the personal jurisdiction of the state and federal courts within Delaware and (B) service of process on such stockholder’s counsel. The provision of the Proposed Charter described in the immediately preceding sentence does not apply to (i) suits brought to enforce a duty or liability created by the Exchange Act or | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
| | | | | | | any other claim for which the federal courts have exclusive jurisdiction and (ii) any action arising under the Securities Act, as to which the federal district court for the United States of America shall have exclusive jurisdiction. | |
|
Advisory Charter Proposal H — Changes in Connection with Adoption of the Proposed Charter
|
| | The Current Charter contains various provisions applicable only to blank check companies. | | | The Proposed Charter would (i) change the post-business combination company’s corporate name from “DFP Healthcare Acquisitions Corp.” to “The Oncology Institute, Inc.” and making New TOI’s corporate existence perpetual and (ii) remove certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination. | |
| | |
June 30, 2021
|
| | | | | | | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| | |
Interim Redemption Scenario
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
DFP
Healthcare Acquisitions Corp. (Historical) |
| |
TOI
Parent, Inc. (Historical) |
| |
Reclassification
Adjustments (Note 2) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments(1) |
| | | | | | | |
Pro Forma
Combined |
| | |
Additional
Transaction Accounting Adjustments(1) |
| | | | | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 621 | | | | | $ | 15,169 | | | | | $ | — | | | | | $ | 230,007 | | | | | | (A) | | | | | $ | 222,421 | | | | | $ | (180,005) | | | | | | (O) | | | | | $ | 142,427 | | | | | | $ | (90,003) | | | | | | (R) | | | | | $ | 182,423 | | |
| | | | | | | | | | | | | | | | | | | | | | | 268,000 | | | | | | (B) | | | | | | | | | | | | 12,240 | | | | | | (D) | | | | | | | | | | | | | 6,104 | | | | | | (D) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (6,300) | | | | | | (C) | | | | | | | | | | | | 87,771 | | | | | | (K) | | | | | | | | | | | | | 43,901 | | | | | | (K) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (32,379) | | | | | | (D) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (225,979) | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (26,700) | | | | | | (E) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (18) | | | | | | (Q) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | — | | | | | | 19,911 | | | | | | — | | | | | | — | | | | | | | | | | | | 19,911 | | | | | | — | | | | | | | | | | | | 19,911 | | | | | | | — | | | | | | | | | | | | 19,911 | | |
Other receivables
|
| | | | — | | | | | | 652 | | | | | | — | | | | | | — | | | | | | | | | | | | 652 | | | | | | — | | | | | | | | | | | | 652 | | | | | | | — | | | | | | | | | | | | 652 | | |
Inventories, net
|
| | | | — | | | | | | 4,688 | | | | | | — | | | | | | — | | | | | | | | | | | | 4,688 | | | | | | — | | | | | | | | | | | | 4,688 | | | | | | | — | | | | | | | | | | | | 4,688 | | |
Prepaid expenses
|
| | | | 126 | | | | | | 1,860 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,986 | | | | | | — | | | | | | | | | | | | 1,986 | | | | | | | — | | | | | | | | | | | | 1,986 | | |
Deferred transaction costs
|
| | | | — | | | | | | 6,085 | | | | | | — | | | | | | — | | | | | | | | | | | | 6,085 | | | | | | — | | | | | | | | | | | | 6,085 | | | | | | | — | | | | | | | | | | | | 6,085 | | |
Total current assets
|
| | | | 747 | | | | | | 48,365 | | | | | | — | | | | | | 206,631 | | | | | | | | | | | | 255,743 | | | | | | (79,994) | | | | | | | | | | | | 175,749 | | | | | | | (39,998) | | | | | | | | | | | | 215,745 | | |
Non-current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | — | | | | | | 2,793 | | | | | | — | | | | | | — | | | | | | | | | | | | 2,793 | | | | | | — | | | | | | | | | | | | 2,793 | | | | | | | — | | | | | | | | | | | | 2,793 | | |
Intangible assets, net
|
| | | | — | | | | | | 18,782 | | | | | | — | | | | | | — | | | | | | | | | | | | 18,782 | | | | | | — | | | | | | | | | | | | 18,782 | | | | | | | — | | | | | | | | | | | | 18,782 | | |
Goodwill
|
| | | | — | | | | | | 15,680 | | | | | | — | | | | | | — | | | | | | | | | | | | 15,680 | | | | | | — | | | | | | | | | | | | 15,680 | | | | | | | — | | | | | | | | | | | | 15,680 | | |
Other assets
|
| | | | — | | | | | | 183 | | | | | | — | | | | | | — | | | | | | | | | | | | 183 | | | | | | — | | | | | | | | | | | | 183 | | | | | | | — | | | | | | | | | | | | 183 | | |
Cash and investments held in Trust Account
|
| | | | 230,007 | | | | | | — | | | | | | — | | | | | | (230,007) | | | | | | (A) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Total assets
|
| | | | 230,754 | | | | | | 85,803 | | | | | | — | | | | | | (23,376) | | | | | | | | | | | | 293,181 | | | | | | (79,994) | | | | | | | | | | | | 213,187 | | | | | | | (39,998) | | | | | | | | | | | | 253,183 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 962 | | | | | | 13,714 | | | | | | — | | | | | | (962) | | | | | | (E) | | | | | | 13,714 | | | | | | — | | | | | | | | | | | | 13,714 | | | | | | | — | | | | | | | | | | | | 13,714 | | |
Current portion of long-term debt
|
| | | | — | | | | | | 188 | | | | | | — | | | | | | — | | | | | | | | | | | | 188 | | | | | | — | | | | | | | | | | | | 188 | | | | | | | — | | | | | | | | | | | | 188 | | |
Income taxes payable
|
| | | | — | | | | | | 1,778 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,778 | | | | | | — | | | | | | | | | | | | 1,778 | | | | | | | — | | | | | | | | | | | | 1,778 | | |
Accrued expenses and other current liabilities
|
| | | | 1,520 | | | | | | 11,813 | | | | | | — | | | | | | (9,173) | | | | | | (E) | | | | | | 4,160 | | | | | | — | | | | | | | | | | | | 4,160 | | | | | | | — | | | | | | | | | | | | 4,160 | | |
Accrued expenses – related parties
|
| | | | 18 | | | | | | — | | | | | | — | | | | | | (18) | | | | | | (Q) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Franchise tax payable
|
| | | | 19 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 19 | | | | | | — | | | | | | | | | | | | 19 | | | | | | | — | | | | | | | | | | | | 19 | | |
Total current liabilities
|
| | | | 2,519 | | | | | | 27,493 | | | | | | — | | | | | | (10,153) | | | | | | | | | | | | 19,859 | | | | | | — | | | | | | | | | | | | 19,859 | | | | | | | — | | | | | | | | | | | | 19,859 | | |
Non-current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt, net of unamortized issuance costs and current portion
|
| | | | — | | | | | | 4,690 | | | | | | — | | | | | | — | | | | | | | | | | | | 4,690 | | | | | | — | | | | | | | | | | | | 4,690 | | | | | | | — | | | | | | | | | | | | 4,690 | | |
Deferred income taxes
|
| | | | — | | | | | | 1,383 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,383 | | | | | | — | | | | | | | | | | | | 1,383 | | | | | | | — | | | | | | | | | | | | 1,383 | | |
Other non-current liabilities
|
| | | | — | | | | | | 1,834 | | | | | | — | | | | | | 70,228 | | | | | | (F) | | | | | | 72,062 | | | | | | (1,189) | | | | | | (F) | | | | | | 70,873 | | | | | | | (598) | | | | | | (F) | | | | | | 71,464 | | |
Deferred underwriting commissions
|
| | | | 6,300 | | | | | | — | | | | | | — | | | | | | (6,300) | | | | | | (C) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Derivative liability
|
| | | | — | | | | | | — | | | | | | 16,406 | | | | | | (9,948) | | | | | | (N) | | | | | | 6,458 | | | | | | (1,011) | | | | | | (P) | | | | | | 5,447 | | | | | | | (505) | | | | | | (P) | | | | | | 5,953 | | |
Derivative warrant liabilities
|
| | | | 16,406 | | | | | | — | | | | | | (16,406) | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Total liabilities
|
| | | | 25,225 | | | | | | 35,400 | | | | | | — | | | | | | 43,827 | | | | | | | | | | | | 104,452 | | | | | | (2,200) | | | | | | | | | | | | 102,252 | | | | | | | (1,103) | | | | | | | | | | | | 103,349 | | |
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock subject to possible
redemption |
| | | | 200,529 | | | | | | — | | | | | | — | | | | | | 29,471 | | | | | | (G) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (230,000) | | | | | | (H) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
6% cumulative Series A Preferred
Shares |
| | | | — | | | | | | 100,113 | | | | | | — | | | | | | (100,113) | | | | | | (I) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Series A Common Equivalent Preferred Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | (L) | | | | | | 2 | | | | | | — | | | | | | | | | | | | 2 | | | | | | | — | | | | | | | | | | | | 2 | | |
| | |
June 30, 2021
|
| | | | | | | |
No Redemption Scenario
|
| |
Maximum Redemption
Scenario |
| | |
Interim Redemption Scenario
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
DFP
Healthcare Acquisitions Corp. (Historical) |
| |
TOI
Parent, Inc. (Historical) |
| |
Reclassification
Adjustments (Note 2) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments(1) |
| | | | | | | |
Pro Forma
Combined |
| | |
Additional
Transaction Accounting Adjustments(1) |
| | | | | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||
Class A common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | (H) | | | | | | 9 | | | | | | (2) | | | | | | (O) | | | | | | 8 | | | | | | | (1) | | | | | | (R) | | | | | | 8 | | |
| | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | (B) | | | | | | | | | | | | 1 | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | (J) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | (L) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B common stock
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (J) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Common shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | 13,777 | | | | | | 387 | | | | | | — | | | | | | (13,777) | | | | | | (G) | | | | | | 287,305 | | | | | | (180,003) | | | | | | (O) | | | | | | 208,501 | | | | | | | (90,002) | | | | | | (R) | | | | | | 247,906 | | |
| | | | | | | | | | | | | | | | | | | | | | | 229,998 | | | | | | (H) | | | | | | | | | | | | 12,240 | | | | | | (D) | | | | | | | | | | | | | 6,104 | | | | | | (D) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (8,778) | | | | | | (M) | | | | | | | | | | | | 1,189 | | | | | | (F) | | | | | | | | | | | | | 43,901 | | | | | | (K) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 100,113 | | | | | | (I) | | | | | | | | | | | | 87,770 | | | | | | (K) | | | | | | | | | | | | | 598 | | | | | | (F) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 267,997 | | | | | | (B) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (225,984) | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (70,228) | | | | | | (F) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (16,148) | | | | | | (E) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 9,948 | | | | | | (N) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit
|
| | | | (8,778) | | | | | | (50,097) | | | | | | — | | | | | | (15,694) | | | | | | (G) | | | | | | (98,587) | | | | | | 1,011 | | | | | | (P) | | | | | | (97,576) | | | | | | | 505 | | | | | | (P) | | | | | | (98,082) | | |
| | | | | | | | | | | | | | | | | | | | | | | 8,778 | | | | | | (M) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (32,379) | | | | | | (D) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (417) | | | | | | (E) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity
|
| | | | 5,000 | | | | | | (49,710) | | | | | | — | | | | | | 233,439 | | | | | | | | | | | | 188,729 | | | | | | (77,794) | | | | | | | | | | | | 110,935 | | | | | | | (38,895) | | | | | | | | | | | | 149,834 | | |
Total liabilities and stockholders’ equity
|
| | | | 230,754 | | | | | | 85,803 | | | | | | — | | | | | | (23,376) | | | | | | | | | | | | 293,181 | | | | | | (79,994) | | | | | | | | | | | | 213,187 | | | | | | | (39,998) | | | | | | | | | | | | 253,183 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Six months ended June 30, 2021
|
| |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| | |
Interim Redemption Scenario
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
DFP
Healthcare Acquisitions Corp. (Historical) |
| |
TOI
Parent, Inc. (Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro
Forma Combined |
| |
Additional
Transaction Accounting Adjustments(1) |
| | | | | | | |
Pro
Forma Combined |
| | |
Additional
Transaction Accounting Adjustments(1) |
| | | | | | | |
Pro
Forma Combined |
| ||||||||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | $ | — | | | | | $ | 59,408 | | | | | $ | — | | | | | | | | | | | $ | 59,408 | | | | | $ | — | | | | | | | | | | | $ | 59,408 | | | | | | $ | — | | | | | | | | | | | $ | 59,408 | | |
Dispensary
|
| | | | — | | | | | | 35,400 | | | | | | — | | | | | | | | | | | | 35,400 | | | | | | — | | | | | | | | | | | | 35,400 | | | | | | | — | | | | | | | | | | | | 35,400 | | |
Clinical trials & other
|
| | | | — | | | | | | 3,615 | | | | | | — | | | | | | | | | | | | 3,615 | | | | | | — | | | | | | | | | | | | 3,615 | | | | | | | — | | | | | | | | | | | | 3,615 | | |
Total operating revenue
|
| | | | — | | | | | | 98,423 | | | | | | — | | | | | | | | | | | | 98,423 | | | | | | — | | | | | | | | | | | | 98,423 | | | | | | | — | | | | | | | | | | | | 98,423 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs – patient services
|
| | | | — | | | | | | 46,660 | | | | | | — | | | | | | | | | | | | 46,660 | | | | | | — | | | | | | | | | | | | 46,660 | | | | | | | — | | | | | | | | | | | | 46,660 | | |
Direct costs – dispensary
|
| | | | — | | | | | | 30,360 | | | | | | — | | | | | | | | | | | | 30,360 | | | | | | — | | | | | | | | | | | | 30,360 | | | | | | | — | | | | | | | | | | | | 30,360 | | |
Direct costs – clinical trials & other
|
| | | | — | | | | | | 312 | | | | | | — | | | | | | | | | | | | 312 | | | | | | — | | | | | | | | | | | | 312 | | | | | | | — | | | | | | | | | | | | 312 | | |
Selling, general and administrative
expense |
| | | | 2,669 | | | | | | 22,390 | | | | | | 787 | | | | | | (AA) | | | | | | 29,094 | | | | | | 129 | | | | | | (AA) | | | | | | 31,130 | | | | | | | 65 | | | | | | (AA) | | | | | | 30,051 | | |
| | | | | | | | | | | | | | | | | 5,730 | | | | | | (BB) | | | | | | | | | | | | 1,907 | | | | | | (BB) | | | | | | | | | | | | | 892 | | | | | | (BB) | | | | | | | | |
| | | | | | | | | | | | | | | | | (2,482) | | | | | | (GG) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | — | | | | | | 1,571 | | | | | | — | | | | | | | | | | | | 1,571 | | | | | | — | | | | | | | | | | | | 1,571 | | | | | | | — | | | | | | | | | | | | 1,571 | | |
General and administrative expenses – related party
|
| | | | 105 | | | | | | — | | | | | | (105) | | | | | | (DD) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Franchise tax expense
|
| | | | 99 | | | | | | — | | | | | | — | | | | | | | | | | | | 99 | | | | | | — | | | | | | | | | | | | 99 | | | | | | | — | | | | | | | | | | | | 99 | | |
Total operating expenses
|
| | | | 2,873 | | | | | | 101,293 | | | | | | 3,930 | | | | | | | | | | | | 108,096 | | | | | | 2,036 | | | | | | | | | | | | 110,132 | | | | | | | 957 | | | | | | | | | | | | 109,053 | | |
Loss from operations
|
| | | | (2,873) | | | | | | (2,870) | | | | | | (3,930) | | | | | | | | | | | | (9,673) | | | | | | (2,036) | | | | | | | | | | | | (11,709) | | | | | | | (957) | | | | | | | | | | | | (10,630) | | |
Other non-operating expense (income) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | — | | | | | | 182 | | | | | | — | | | | | | | | | | | | 182 | | | | | | — | | | | | | | | | | | | 182 | | | | | | | — | | | | | | | | | | | | 182 | | |
Gain on debt extinguishment
|
| | | | — | | | | | | (5,187) | | | | | | — | | | | | | | | | | | | (5,187) | | | | | | — | | | | | | | | | | | | (5,187) | | | | | | | — | | | | | | | | | | | | (5,187) | | |
Other, net
|
| | | | — | | | | | | (1,072) | | | | | | — | | | | | | | | | | | | (1,072) | | | | | | — | | | | | | | | | | | | (1,072) | | | | | | | — | | | | | | | | | | | | (1,072) | | |
Interest income from investments in Trust
Account |
| | | | (53) | | | | | | — | | | | | | 53 | | | | | | (CC) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Change in fair value of derivative warrant
liabilities |
| | | | (2,385) | | | | | | | | | | | | — | | | | | | | | | | | | (2,385) | | | | | | — | | | | | | | | | | | | (2,385) | | | | | | | — | | | | | | | | | | | | (2,385) | | |
Total other (income) expense
|
| | | | (2,438) | | | | | | (6,077) | | | | | | 53 | | | | | | | | | | | | (8,462) | | | | | | — | | | | | | | | | | | | (8,462) | | | | | | | — | | | | | | | | | | | | (8,462) | | |
Income (loss) before provision for income taxes
|
| | | | (435) | | | | | | 3,207 | | | | | | (3,983) | | | | | | | | | | | | (1,211) | | | | | | (2,036) | | | | | | | | | | | | (3,247) | | | | | | | (957) | | | | | | | | | | | | (2,168) | | |
Provision for income taxes (benefit)
|
| | | | — | | | | | | 998 | | | | | | — | | | | | | | | | | | | 998 | | | | | | — | | | | | | | | | | | | 998 | | | | | | | — | | | | | | | | | | | | 998 | | |
Net income (loss)
|
| | | | (435) | | | | | | 2,209 | | | | | | (3,983) | | | | | | | | | | | | (2,209) | | | | | | (2,036) | | | | | | | | | | | | (4,245) | | | | | | | (957) | | | | | | | | | | | | (3,166) | | |
Weighted average shares outstanding of DFP Class A Common Stock, basic
and diluted |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 88,748,437 | | | | | | | | | | | | | | | | | | 80,200,775 | | | | | | | | | | | | | | | | | | | 84,478,182 | | |
Basic and diluted net loss per share, DFP Class A Common Stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.02) | | | | | | | | | | | | | | | | | $ | (0.04) | | | | | | | | | | | | | | | | | | $ | (0.03) | | |
| | |
Year ended December 31, 2020
|
| |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| | |
Interim Redemption Scenario
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
DFP
Healthcare Acquisitions Corp. (Historical) |
| |
TOI
Parent, Inc. (Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro
Forma Combined |
| |
Additional
Transaction Accounting Adjustments(1) |
| | | | | | | |
Pro
Forma Combined |
| | |
Additional
Transaction Accounting Adjustments
(1)
|
| | | | | | | |
Pro
Forma Combined |
| ||||||||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | $ | — | | | | | $ | 116,817 | | | | | $ | — | | | | | | | | | | | $ | 116,817 | | | | | $ | — | | | | | | | | | | | $ | 116,817 | | | | | | $ | — | | | | | | | | | | | $ | 116,817 | | |
Dispensary
|
| | | | — | | | | | | 63,890 | | | | | | — | | | | | | | | | | | | 63,890 | | | | | | — | | | | | | | | | | | | 63,890 | | | | | | | — | | | | | | | | | | | | 63,890 | | |
Clinical trials & other
|
| | | | — | | | | | | 6,808 | | | | | | — | | | | | | | | | | | | 6,808 | | | | | | — | | | | | | | | | | | | 6,808 | | | | | | | — | | | | | | | | | | | | 6,808 | | |
Total operating revenue
|
| | | | — | | | | | | 187,515 | | | | | | — | | | | | | | | | | | | 187,515 | | | | | | — | | | | | | | | | | | | 187,515 | | | | | | | — | | | | | | | | | | | | 187,515 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs – patient services
|
| | | | — | | | | | | 95,747 | | | | | | — | | | | | | | | | | | | 95,747 | | | | | | — | | | | | | | | | | | | 95,747 | | | | | | | — | | | | | | | | | | | | 95,747 | | |
Direct costs – dispensary
|
| | | | — | | | | | | 53,907 | | | | | | — | | | | | | | | | | | | 53,907 | | | | | | — | | | | | | | | | | | | 53,907 | | | | | | | — | | | | | | | | | | | | 53,907 | | |
Direct costs – clinical trials & other
|
| | | | — | | | | | | 982 | | | | | | — | | | | | | | | | | | | 982 | | | | | | — | | | | | | | | | | | | 982 | | | | | | | — | | | | | | | | | | | | 982 | | |
Selling, general and administrative expense
|
| | | | 309 | | | | | | 41,897 | | | | | | 6,483 | | | | | | (AA) | | | | | | 92,527 | | | | | | 1,061 | | | | | | (AA) | | | | | | 85,162 | | | | | | | 534 | | | | | | (AA) | | | | | | 88,740 | | |
| | | | | | | | | | | | | | | | | 43,838 | | | | | | (BB) | | | | | | | | | | | | (8,426) | | | | | | (BB) | | | | | | | | | | | | | (4,321) | | | | | | (BB) | | | | | | | | |
Depreciation and amortization
|
| | | | — | | | | | | 3,178 | | | | | | — | | | | | | | | | | | | 3,178 | | | | | | — | | | | | | | | | | | | 3,178 | | | | | | | — | | | | | | | | | | | | 3,178 | | |
General and administrative expenses – related party
|
| | | | 175 | | | | | | — | | | | | | (175) | | | | | | (DD) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Franchise tax expense
|
| | | | 200 | | | | | | — | | | | | | — | | | | | | | | | | | | 200 | | | | | | — | | | | | | | | | | | | 200 | | | | | | | — | | | | | | | | | | | | 200 | | |
Total operating expenses
|
| | | | 684 | | | | | | 195,711 | | | | | | 50,146 | | | | | | | | | | | | 246,541 | | | | | | (7,365) | | | | | | | | | | | | 239,176 | | | | | | | (3,787) | | | | | | | | | | | | 242,754 | | |
Loss from operations
|
| | | | (684) | | | | | | (8,196) | | | | | | (50,146) | | | | | | | | | | | | (59,026) | | | | | | 7,365 | | | | | | | | | | | | (51,661) | | | | | | | 3,787 | | | | | | | | | | | | (55,239) | | |
Other non-operating expense (income) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | — | | | | | | 347 | | | | | | — | | | | | | | | | | | | 347 | | | | | | — | | | | | | | | | | | | 347 | | | | | | | — | | | | | | | | | | | | 347 | | |
Other, net
|
| | | | — | | | | | | 6,271 | | | | | | 417 | | | | | | (EE) | | | | | | 6,688 | | | | | | — | | | | | | | | | | | | 6,688 | | | | | | | — | | | | | | | | | | | | 6,688 | | |
Interest income from investments in Trust Account
|
| | | | (254) | | | | | | — | | | | | | 254 | | | | | | (CC) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | — | | | | | | | | | | | | — | | |
Change in fair value of derivative warrant liabilities
|
| | | | 7,584 | | | | | | — | | | | | | — | | | | | | | | | | | | 7,584 | | | | | | — | | | | | | | | | | | | 7,584 | | | | | | | — | | | | | | | | | | | | 7,584 | | |
Offering costs associated with derivative warrant
liabilities |
| | | | 315 | | | | | | — | | | | | | — | | | | | | | | | | | | 315 | | | | | | — | | | | | | | | | | | | 315 | | | | | | | — | | | | | | | | | | | | 315 | | |
Total other (income) expense
|
| | | | 7,645 | | | | | | 6,618 | | | | | | 671 | | | | | | | | | | | | 14,934 | | | | | | — | | | | | | | | | | | | 14,934 | | | | | | | — | | | | | | | | | | | | 14,934 | | |
Income (loss) before provision for
income taxes |
| | | | (8,329) | | | | | | (14,814) | | | | | | (50,817) | | | | | | | | | | | | (73,960) | | | | | | 7,365 | | | | | | | | | | | | (66,595) | | | | | | | 3,787 | | | | | | | | | | | | (70,173) | | |
Provision for income taxes (benefit)
|
| | | | 11 | | | | | | (493) | | | | | | — | | | | | | | | | | | | (482) | | | | | | — | | | | | | | | | | | | (482) | | | | | | | — | | | | | | | | | | | | (482) | | |
Net income (loss)
|
| | | | (8,340) | | | | | | (14,321) | | | | | | (50,817) | | | | | | | | | | | | (73,478) | | | | | | 7,365 | | | | | | | | | | | | (66,113) | | | | | | | 3,787 | | | | | | | | | | | | (69,691) | | |
Weighted average shares outstanding of DFP Class A Common Stock, basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 88,374,784 | | | | | | | | | | | | | | | | | | 79,827,122 | | | | | | | | | | | | | | | | | | | 84,104,529 | | |
Basic and diluted net loss per share, DFP Class A
Common Stock |
| | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.70) | | | | | | | | | | | | | | | | | $ | (0.69) | | | | | | | | | | | | | | | | | | $ | (0.70) | | |
| | |
Assuming No
Redemption |
| |
%
|
| |
Assuming Maximum
Redemption |
| |
%
|
| |
Assuming
Interim Redemption |
| |
%
|
| ||||||||||||||||||
(in thousands, except share and per share amounts)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares transferred to TOI at Closing(1)
|
| | | | 50,369,462 | | | | | | | | | | | | 60,370,559 | | | | | | | | | | | | 55,370,010 | | | | | | | | |
Value per share
|
| | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | | | | | | | |
Total Share Consideration
|
| | | | 503,695 | | | | | | 66.1% | | | | | | 603,706 | | | | | | 79.2% | | | | | | 553,700 | | | | | | 72.7% | | |
Total Cash Consideration
|
| | | | 258,357 | | | | | | 33.9% | | | | | | 158,346 | | | | | | 20.8% | | | | | | 208,352 | | | | | | 27.3% | | |
Total Consideration
|
| | | $ | 762,052 | | | | | | 100% | | | | | $ | 762,052 | | | | | | 100% | | | | | $ | 762,052 | | | | | | 100% | | |
| | |
Assuming No Redemption
|
| |||||||||||||||||||||
| | |
Before Deerfield Exchange
|
| |
After Deerfield Exchange
|
| ||||||||||||||||||
| | |
DFP Class A
Common Shares |
| |
DFP Class A
Common Shares |
| |
% voting
|
| |
% ownership (2)
|
| ||||||||||||
Other DFP Class A Common Shares
|
| | | | 18,000,000 | | | | | | 18,000,000 | | | | | | 20.4% | | | | | | 17.3% | | |
Other DFP Class B Common Shares
|
| | | | 290,000 | | | | | | 290,000 | | | | | | 0.3% | | | | | | 0.3% | | |
TOI Parent, Inc.
|
| | | | 48,468,077 | | | | | | 48,468,077 | | | | | | 54.9% | | | | | | 46.5% | | |
Deerfield Holders(1)
|
| | | | 19,885,000 | | | | | | 3,970,276 | | | | | | 4.5% | | | | | | 19.1% | | |
Other PIPE shares
|
| | | | 17,500,000 | | | | | | 17,500,000 | | | | | | 19.9% | | | | | | 16.8% | | |
Total DFP Class A Common Shares at Close
|
| | | | 104,143,077 | | | | | | 88,228,353 | | | | | | 100% | | | | | | 100% | | |
Total Series A Common Equivalent Preferred Stock at Close
|
| | | | | | | | | | 159,147 | | | | | | | | | | | | | | |
| | |
Assuming Maximum Redemption
|
| |||||||||||||||||||||
| | |
Before Deerfield Exchange
|
| |
After Deerfield Exchange
|
| ||||||||||||||||||
| | |
DFP Class A
Common Shares |
| |
DFP Class A
Common Shares |
| |
% voting
|
| |
% ownership (2)
|
| ||||||||||||
Other DFP Class A Common Shares
|
| | | | — | | | | | | — | | | | | | 0.0% | | | | | | 0.0% | | |
Other DFP Class B Common Shares
|
| | | | 244,609 | | | | | | 244,609 | | | | | | 0.3% | | | | | | 0.3% | | |
TOI Parent, Inc.
|
| | | | 58,350,451 | | | | | | 58,350,451 | | | | | | 73.2% | | | | | | 61.3% | | |
Deerfield Holders(1)
|
| | | | 19,030,391 | | | | | | 3,585,631 | | | | | | 4.5% | | | | | | 20.0% | | |
Other PIPE shares
|
| | | | 17,500,000 | | | | | | 17,500,000 | | | | | | 22.0% | | | | | | 18.4% | | |
Total DFP Class A Common Shares at Close
|
| | | | 95,125,451 | | | | | | 79,680,691 | | | | | | 100% | | | | | | 100% | | |
Total Series A Common Equivalent Preferred Stock at Close
|
| | | | | | | | | | 154,448 | | | | | | | | | | | | | | |
| | |
Assuming Interim Redemption
|
| |||||||||||||||||||||
| | |
Before Deerfield Exchange
|
| |
After Deerfield Exchange
|
| ||||||||||||||||||
| | |
DFP Class A
Common Shares |
| |
DFP Class A
Common Shares |
| |
% voting
|
| |
% ownership (2)
|
| ||||||||||||
Other DFP Class A Common Shares
|
| | | | 9,000,000 | | | | | | 9,000,000 | | | | | | 10.7% | | | | | | 9.0% | | |
Other DFP Class B Common Shares
|
| | | | 267,304 | | | | | | 267,304 | | | | | | 0.3% | | | | | | 0.3% | | |
TOI Parent, Inc.
|
| | | | 53,412,680 | | | | | | 53,412,680 | | | | | | 63.6% | | | | | | 53.6% | | |
Deerfield Holders(1)
|
| | | | 19,457,696 | | | | | | 3,778,114 | | | | | | 4.5% | | | | | | 19.5% | | |
Other PIPE shares
|
| | | | 17,500,000 | | | | | | 17,500,000 | | | | | | 20.9% | | | | | | 17.6% | | |
Total DFP Class A Common Shares at Close
|
| | | | 99,637,680 | | | | | | 83,958,098 | | | | | | 100% | | | | | | 100% | | |
Total Series A Common Equivalent Preferred Stock at Close
|
| | | | | | | | | | 156,796 | | | | | | | | | | | | | | |
| | |
Six months ended June 30, 2021
|
| |||||||||||||||
(in thousands, except share and per share data)
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| |
Interim
Redemption Scenario |
| |||||||||
Basic and Diluted EPS: | | | | | | | | | | | | | | | | | | | |
Pro forma net loss
|
| | | $ | (2,209) | | | | | $ | (4,245) | | | | | $ | (3,166) | | |
Pro forma net loss allocated to participating securities
|
| | | | (336) | | | | | | (685) | | | | | | (496) | | |
Pro forma net loss attributable to DFP Class A Common
Stockholders |
| | | | (1,873) | | | | | | (3,560) | | | | | | (2,670) | | |
DFP Class A Common Stock | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of DFP Class A Common Stock, basic and diluted(1)
|
| | | | 88,748,437 | | | | | | 80,200,775 | | | | | | 84,478,182 | | |
Basic and diluted net loss per share, DFP Class A Common Stock(3)
|
| | | $ | (0.02) | | | | | $ | (0.04) | | | | | $ | (0.03) | | |
| | |
Year ended December 31, 2020
|
| |||||||||||||||
(in thousands, except share and per share data)
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| |
Interim
Redemption Scenario |
| |||||||||
Basic and Diluted EPS: | | | | | | | | | | | | | | | | | | | |
Pro forma net loss
|
| | | $ | (73,478) | | | | | $ | (66,113) | | | | | | (69,691) | | |
Pro forma net loss allocated to participating securities
|
| | | | (11,213) | | | | | | (10,718) | | | | | | (10,951) | | |
Pro forma net loss attributable to DFP Class A Common Stockholders
|
| | | | (62,265) | | | | | | (55,395) | | | | | | (58,740) | | |
DFP Class A Common Stock | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of DFP Class A Common Stock, basic and diluted(2)
|
| | | | 88,374,784 | | | | | | 79,827,122 | | | | | | 84,104,529 | | |
Basic and diluted net loss per share, DFP Class A Common Stock(3)
|
| | | $ | (0.70) | | | | | $ | (0.69) | | | | | $ | (0.70) | | |
Name
|
| |
Age
|
| |
Position
|
|
Richard Barasch | | |
67
|
| | Executive Chairman | |
Steven Hochberg | | |
59
|
| | President and Chief Executive Officer | |
Christopher Wolfe | | |
40
|
| | Chief Financial Officer and Secretary | |
Dr. Jennifer Carter | | |
56
|
| | Director | |
Dr. Mohit Kaushal | | |
40
|
| | Director | |
Dr. Gregory Sorensen | | |
57
|
| | Director | |
| | |
California
|
| |
Arizona
|
| |
Nevada
|
| |
Florida
|
| ||||||||||||
Markets
|
| | | | 5 | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
Managed and Affiliated Clinics
|
| | | | 46(1) | | | | | | 5 | | | | | | 3 | | | | | | 1 | | |
Providers
|
| | | | 73 | | | | | | 3 | | | | | | 2 | | | | | | 2 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| |||||||||||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||
Clinics(1)(2) | | | | | 58 | | | | | | 54 | | | | | | 58 | | | | | | 54 | | | | | | 54 | | | | | | 53 | | |
Markets(1) | | | | | 9 | | | | | | 7 | | | | | | 9 | | | | | | 7 | | | | | | 7 | | | | | | 7 | | |
Lives under value-based contracts (millions)(1)
|
| | | | 1.5 | | | | | | 1.2 | | | | | | 1.5 | | | | | | 1.2 | | | | | | 1.3 | | | | | | 1.1 | | |
Adjusted EBITDA
|
| | | $ | 342 | | | | | $ | 2,577 | | | | | $ | 412 | | | | | $ | 2,588 | | | | | $ | 5,774 | | | | | $ | 4,760 | | |
| | |
Three Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Net income
|
| | | $ | 3,204 | | | | | $ | 1,018 | | | | | $ | 2,186 | | | | | | 214.7% | | |
Depreciation and amortization
|
| | | | 794 | | | | | | 801 | | | | | | (7) | | | | | | (0.9)% | | |
Interest expense
|
| | | | 81 | | | | | | 111 | | | | | | (30) | | | | | | (27.0)% | | |
Income tax expense (benefit)
|
| | | | 780 | | | | | | 29 | | | | | | 751 | | | | | | 2,589.7% | | |
Board and management fees
|
| | | | 102 | | | | | | 134 | | | | | | (32) | | | | | | (23.9)% | | |
Non-cash addbacks(1)
|
| | | | (5,728) | | | | | | 40 | | | | | | (5,768) | | | | | | (14,420.0)% | | |
Stock-based compensation
|
| | | | 51 | | | | | | 42 | | | | | | 9 | | | | | | 21.4% | | |
Consulting and legal fees(2)
|
| | | | 657 | | | | | | 796 | | | | | | (139) | | | | | | (17.5)% | | |
Other, net(3)
|
| | | | 401 | | | | | | (394) | | | | | | 795 | | | | | | (201.8)% | | |
Adjusted EBITDA
|
| | | $ | 342 | | | | | $ | 2,577 | | | | | $ | (2,235) | | | | | | (86.7)% | | |
| | |
Six Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Net income (loss)
|
| | | $ | 2,209 | | | | | $ | (8,828) | | | | | $ | 11,037 | | | | | | (125.0)% | | |
Depreciation and amortization
|
| | | | 1,571 | | | | | | 1,596 | | | | | | (25) | | | | | | (1.6)% | | |
Interest expense
|
| | | | 182 | | | | | | 152 | | | | | | 30 | | | | | | 19.7% | | |
Income tax expense (benefit)
|
| | | | 998 | | | | | | (275) | | | | | | 1,273 | | | | | | (462.9)% | | |
Board and management fees
|
| | | | 208 | | | | | | 310 | | | | | | (102) | | | | | | (32.9)% | | |
Non-cash addbacks(1)
|
| | | | (5,741) | | | | | | 7,612 | | | | | | (13,353) | | | | | | (175.4)% | | |
Stock-based compensation
|
| | | | 93 | | | | | | 76 | | | | | | 17 | | | | | | 22.4% | | |
Consulting and legal fees(2)
|
| | | | 1,099 | | | | | | 1,462 | | | | | | (363) | | | | | | (24.8)% | | |
Other, net(3)
|
| | | | (207) | | | | | | 483 | | | | | | (690) | | | | | | (142.9)% | | |
Adjusted EBITDA
|
| | | $ | 412 | | | | | $ | 2,588 | | | | | $ | (2,176) | | | | | | (84.1)% | | |
| | |
Year Ended
December 31, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Net loss
|
| | | $ | (14,321) | | | | | $ | (4,021) | | | | | $ | (10,300) | | | | | | 256.2% | | |
Depreciation and amortization
|
| | | | 3,178 | | | | | | 2,942 | | | | | | 236 | | | | | | 8.0% | | |
Interest expense
|
| | | | 347 | | | | | | 3 | | | | | | 344 | | | | | | 11,466.7% | | |
Income tax (benefit) expense
|
| | | | (493) | | | | | | 1,383 | | | | | | (1,876) | | | | | | (135.6)% | | |
Board and management fees
|
| | | | 620 | | | | | | 814 | | | | | | (194) | | | | | | (23.8)% | | |
Non-cash addbacks(1)
|
| | | | 11,972 | | | | | | 624 | | | | | | 11,348 | | | | | | 1,818.6% | | |
Stock-based compensation
|
| | | | 151 | | | | | | 94 | | | | | | 57 | | | | | | 60.6% | | |
Consulting and legal fees(2)
|
| | | | 2,959 | | | | | | 953 | | | | | | 2,006 | | | | | | 210.5% | | |
Other, net(3)
|
| | | | 1,361 | | | | | | 1,968 | | | | | | (607) | | | | | | (30.8)% | | |
Adjusted EBITDA
|
| | | $ | 5,774 | | | | | $ | 4,760 | | | | | $ | 1,014 | | | | | | 21.3% | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| |||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | | 59.8% | | | | | | 63.3% | | | | | | 60.3% | | | | | | 62.8% | | | | | | 62.3% | | | | | | 62.9% | | |
Dispensary
|
| | | | 35.7% | | | | | | 32.9% | | | | | | 36.0% | | | | | | 33.1% | | | | | | 34.1% | | | | | | 32.1% | | |
Clinical trials & other
|
| | | | 4.5% | | | | | | 3.8% | | | | | | 3.7% | | | | | | 4.1% | | | | | | 3.6% | | | | | | 5.0% | | |
Total operating revenue
|
| | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs – patient services
|
| | | | 47.3% | | | | | | 53.4% | | | | | | 47.4% | | | | | | 53.4% | | | | | | 51.1% | | | | | | 52.2% | | |
Direct costs – dispensary
|
| | | | 30.6% | | | | | | 27.9% | | | | | | 30.8% | | | | | | 27.9% | | | | | | 28.7% | | | | | | 28.0% | | |
Direct costs – clinical trials & other
|
| | | | 0.3% | | | | | | 0.7% | | | | | | 0.3% | | | | | | 0.7% | | | | | | 0.5% | | | | | | 0.6% | | |
Selling, general and administrative expense
|
| | | | 22.5% | | | | | | 19.0% | | | | | | 22.7% | | | | | | 19.0% | | | | | | 22.3% | | | | | | 19.1% | | |
Depreciation and amortization
|
| | | | 1.6% | | | | | | 1.7% | | | | | | 1.6% | | | | | | 1.7% | | | | | | 1.7% | | | | | | 1.9% | | |
Total operating expenses
|
| | | | 102.3% | | | | | | 102.7% | | | | | | 102.8% | | | | | | 102.7% | | | | | | 104.3% | | | | | | 101.8% | | |
Loss from operations
|
| | | | (2.3)% | | | | | | (2.7)% | | | | | | (2.8)% | | | | | | (2.7)% | | | | | | (4.3)% | | | | | | (1.8)% | | |
Other non-operating (income) expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 0.2% | | | | | | 0.2% | | | | | | 0.2% | | | | | | 0.2% | | | | | | 0.2% | | | | | | —% | | |
Gain on debt extinguishment
|
| | | | (10.4)% | | | | | | —% | | | | | | (5.3)% | | | | | | —% | | | | | | —% | | | | | | —% | | |
Other, net
|
| | | | —% | | | | | | (2.2)% | | | | | | (1.1)% | | | | | | 7.1% | | | | | | 3.3% | | | | | | —% | | |
Total other non-operating (income) expense
|
| | | | (10.2)% | | | | | | (2.0)% | | | | | | (6.2)% | | | | | | 7.3% | | | | | | 3.5% | | | | | | —% | | |
Loss before provision for income taxes
|
| | | | 7.9% | | | | | | (0.7)% | | | | | | 3.4% | | | | | | (10.0)% | | | | | | (7.8)% | | | | | | (1.8)% | | |
Income tax (expense) benefit
|
| | | | (1.6)% | | | | | | (0.1)% | | | | | | (1.0)% | | | | | | 0.3% | | | | | | 0.3% | | | | | | (0.9)% | | |
Net loss
|
| | | | 6.3% | | | | | | (0.8)% | | | | | | 2.4% | | | | | | (9.7)% | | | | | | (7.5)% | | | | | | (2.7)% | | |
| | |
Three Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Patient services
|
| | | $ | 29,786 | | | | | $ | 29,909 | | | | | $ | (123) | | | | | | (0.4)% | | |
Dispensary
|
| | | | 17,782 | | | | | | 15,555 | | | | | | 2,227 | | | | | | 14.3% | | |
Clinical trials & other
|
| | | | 2,275 | | | | | | 1,816 | | | | | | 459 | | | | | | 25.3% | | |
Total operating revenue
|
| | | $ | 49,843 | | | | | $ | 47,280 | | | | | $ | 2,563 | | | | | | 5.4% | | |
| | |
Six Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Patient services
|
| | | $ | 59,408 | | | | | $ | 57,322 | | | | | $ | 2,086 | | | | | | 3.6% | | |
Dispensary
|
| | | | 35,400 | | | | | | 30,185 | | | | | | 5,215 | | | | | | 17.3% | | |
Clinical trials & other
|
| | | | 3,615 | | | | | | 3,793 | | | | | | (178) | | | | | | (4.7)% | | |
Total operating revenue
|
| | | $ | 98,423 | | | | | $ | 91,300 | | | | | $ | 7,123 | | | | | | 7.8% | | |
| | |
Three Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Direct costs – patient services
|
| | | $ | 23,574 | | | | | $ | 24,643 | | | | | $ | (1,069) | | | | | | (4.3)% | | |
Direct costs – dispensary
|
| | | | 15,237 | | | | | | 12,843 | | | | | | 2,394 | | | | | | 18.6% | | |
Direct costs – clinical trials & other
|
| | | | 143 | | | | | | 306 | | | | | | (163) | | | | | | (53.3)% | | |
Selling, general and administrative expense
|
| | | | 11,212 | | | | | | 8,547 | | | | | | 2,665 | | | | | | 31.2% | | |
Depreciation and amortization
|
| | | | 794 | | | | | | 801 | | | | | | (7) | | | | | | (0.9)% | | |
Total operating expenses
|
| | | $ | 50,960 | | | | | $ | 47,140 | | | | | $ | 3,820 | | | | | | 8.1% | | |
| | |
Six Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Direct costs – patient services
|
| | | $ | 46,660 | | | | | $ | 48,752 | | | | | $ | (2,092) | | | | | | (4.3)% | | |
Direct costs – dispensary
|
| | | | 30,360 | | | | | | 25,465 | | | | | | 4,895 | | | | | | 19.2% | | |
Direct costs – clinical trials & other
|
| | | | 312 | | | | | | 621 | | | | | | (309) | | | | | | (49.8)% | | |
Selling, general and administrative expense
|
| | | | 22,390 | | | | | | 17,370 | | | | | | 5,020 | | | | | | 28.9% | | |
Depreciation and amortization
|
| | | | 1,571 | | | | | | 1,596 | | | | | | (25) | | | | | | (1.6)% | | |
Total operating expenses
|
| | | $ | 101,293 | | | | | $ | 93,804 | | | | | $ | 7,489 | | | | | | 8.0% | | |
| | |
Three Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Interest expense
|
| | | $ | 81 | | | | | $ | 111 | | | | | $ | (30) | | | | | | (27.0)% | | |
Gain on debt extinguishment
|
| | | | (5,186) | | | | | | — | | | | | $ | (5,186) | | | | | | (100.0)% | | |
Other, net
|
| | | | 4 | | | | | | (1,018) | | | | | | 1,022 | | | | | | (100.4)% | | |
Total other non-operating (income) expense
|
| | | $ | (5,101) | | | | | $ | (907) | | | | | $ | (4,194) | | | | | | 462.4% | | |
| | |
Six Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Interest expense
|
| | | $ | 182 | | | | | $ | 152 | | | | | $ | 30 | | | | | | 19.7% | | |
Gain on debt extinguishment
|
| | | | (5,186) | | | | | | — | | | | | $ | (5,186) | | | | | | (100.0)% | | |
Other, net
|
| | | | (1,072) | | | | | | 6,447 | | | | | | (7,519) | | | | | | (116.6)% | | |
Total other non-operating (income) expense
|
| | | $ | (6,076) | | | | | $ | 6,599 | | | | | $ | (12,675) | | | | | | (192.1)% | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Patient services
|
| | | $ | 116,817 | | | | | $ | 97,625 | | | | | $ | 19,192 | | | | | | 19.7% | | |
Dispensary
|
| | | | 63,890 | | | | | | 49,954 | | | | | | 13,936 | | | | | | 27.9% | | |
Clinical trials & other
|
| | | | 6,808 | | | | | | 7,826 | | | | | | (1,018) | | | | | | (13.0)% | | |
Total operating revenue
|
| | | $ | 187,515 | | | | | $ | 155,405 | | | | | $ | 32,110 | | | | | | 20.7% | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Direct costs – patient services
|
| | | $ | 95,747 | | | | | $ | 81,053 | | | | | $ | 14,694 | | | | | | 18.1% | | |
Direct costs – dispensary
|
| | | | 53,907 | | | | | | 43,456 | | | | | | 10,451 | | | | | | 24.0% | | |
Direct costs – clinical trials & other
|
| | | | 982 | | | | | | 955 | | | | | | 27 | | | | | | 2.8% | | |
Selling, general and administrative expense
|
| | | | 41,897 | | | | | | 29,644 | | | | | | 12,253 | | | | | | 41.3% | | |
Depreciation and amortization
|
| | | | 3,178 | | | | | | 2,942 | | | | | | 236 | | | | | | 8.0% | | |
Total operating expenses
|
| | | $ | 195,711 | | | | | $ | 158,050 | | | | | $ | 37,661 | | | | | | 23.8% | | |
| | |
Year Ended
December 31, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Interest expense
|
| | | $ | 347 | | | | | $ | 3 | | | | | $ | 344 | | | | | | 11,466.7% | | |
Other, net
|
| | | | 6,271 | | | | | | (10) | | | | | | 6,281 | | | | | | (62,810.0)% | | |
Total other non-operating expense (income)
|
| | | $ | 6,618 | | | | | $ | (7) | | | | | $ | 6,625 | | | | | | (94,642.9)% | | |
| | |
Six Months Ended
June 30, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | (6,666) | | | | | $ | 4,003 | | | | | $ | (10,669) | | | | | | (266.5)% | | |
Net cash (used in) investing activities
|
| | | | (2,054) | | | | | | (8,219) | | | | | | 6,165 | | | | | | (75.0)% | | |
Net cash provided by financing activities
|
| | | | 17,891 | | | | | | 12,038 | | | | | | 5,853 | | | | | | 48.6% | | |
Net increase in cash
|
| | | | 9,171 | | | | | | 7,822 | | | | | | 1,349 | | | | | | 17.2% | | |
Cash at beginning of period
|
| | | | 5,998 | | | | | | 2,446 | | | | | | 3,552 | | | | | | 145.2% | | |
Cash at end of period
|
| | | $ | 15,169 | | | | | $ | 10,268 | | | | | $ | 4,901 | | | | | | 47.7% | | |
| | |
Year Ended
December 31, |
| |
Change
|
| ||||||||||||||||||
(dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | 508 | | | | | $ | 3,615 | | | | | $ | (3,107) | | | | | | (85.9)% | | |
Net cash (used in) provided by investing activities
|
| | | | (8,844) | | | | | | (1,205) | | | | | | (7,639) | | | | | | 633.9% | | |
Net cash provided by (used in) financing activities
|
| | | | 11,887 | | | | | | (2) | | | | | | 11,889 | | | | | | (594,450.0)% | | |
Net increase (decrease) in cash
|
| | | | 3,551 | | | | | | 2,408 | | | | | | 1,143 | | | | | | 47.5% | | |
Cash at beginning of year
|
| | | | 2,446 | | | | | | 37 | | | | | | 2,409 | | | | | | 6,510.8% | | |
Cash at end of year
|
| | | $ | 5,997 | | | | | $ | 2,445 | | | | | $ | 3,552 | | | | | | 145.3% | | |
| | |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date (period to expiration of warrants)
|
| |
10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
18.00
|
| |||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.365 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.365 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.365 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.365 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.365 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.364 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.364 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.364 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.364 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.364 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.364 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.364 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.364 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.363 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.363 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.363 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.362 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.362 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
|
DFP
|
| |
New TOI
|
|
|
Authorized Capital Stock
|
| |||
| The Current Charter authorizes 111,000 shares of capital stock, consisting of 100,000,000 shares of DFP Class A Common Stock and 10,000,000 shares of DFP Class B Common Stock, and 1,000,000 shares of preferred stock. | | | The Proposed Charter authorizes 510,000,000 shares of capital stock, consisting of 500,000,000 shares of New TOI Common Stock and 10,000,000 shares of preferred stock. | |
|
Rights of Preferred Stock
|
| |||
| The DFP Board may fix for any series of preferred stock such voting powers, full or limited, or no voting powers, and such preferences, designations and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions. | | | New TOI’s Board may fix for any class or series of preferred stock such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions. | |
|
Number and Qualification of Directors
|
| |||
|
The number of directors of DFP, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be determined from time to time exclusively by resolution adopted by a majority of the DFP Board.
None of the directors need be a stockholder of DFP.
|
| |
The number of directors that constitute the entire New TOI Board, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be determined from time to time exclusively by resolution adopted by the board of directors.
None of the directors need be a stockholder of New TOI.
|
|
|
DFP
|
| |
New TOI
|
|
|
Election of Directors
|
| |||
|
The Current Charter provides for three classes of directors. At DFP’s annual meeting, one class of directors is elected for a three-year term and each until his or her successor is duly elected and qualified, subject to his or her death, resignation or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the DFP Board among the classes, but in no case will a decrease in the number of directors constituting the DFP Board shorten the term of any incumbent director.
DFP’s bylaws provide that, subject to the rights of the holders of one or more series of preferred stock, directors will be elected by a plurality of votes cast in respect of shares of capital stock, present in person or represented by proxy, and entitled to vote in the election of directors at a meeting of stockholders.
|
| |
The Proposed Charter provides that at New TOI’s annual meeting, each director is elected until the expiration of his or her term or until his or her successor is duly elected and qualified, subject to his or her death, resignation r removal. If the number of directors is changed, in no case will a decrease in the number of directors remove or shorten the term of any incumbent director.
The Proposed Bylaws provide that, subject to the rights of the holders of one or more series of preferred stock, directors will be elected by a plurality of votes cast in respect of shares of capital stock of New TOI, present in person or represented by proxy, and entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present.
|
|
|
Removal of Directors
|
| |||
| The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of DFP capital stock entitled to vote generally in the election of directors, voting together as a single class. | | | The Proposed Charter provides that no director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of New TOI entitled to vote on the election of such director, voting together as a single class. | |
|
Voting
|
| |||
| Each DFP Share is entitled to one vote on all matters properly at a meeting of stockholders. | | | Each share of New TOI Common Stock is entitled to one vote on all matters properly at a meeting of stockholders. | |
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in DFP’s charter; however, the Current Charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in New TOI’s charter; however, the Proposed Charter does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
| Any newly created directorship on the DFP Board that results from an increase in the number of directors and any vacancy occurring in the DFP Board may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders), and each director so elected shall hold office for a term that shall coincide with the term to the class to which such director shall have been elected. | | | Any newly created directorship on the New TOI Board that results from an increase in the number of directors and any vacancy occurring in the New TOI Board may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum or by a sole remaining director, and each director so elected shall hold office for a term that shall coincide with the term to the class to which such director shall have been elected. | |
|
DFP
|
| |
New TOI
|
|
|
Special Meeting of the Board of Directors
|
| |||
| DFP’s bylaws provide that special meetings of the DFP Board may be called by the chairman of the DFP Board or the President and shall be called by the chairman of the DFP Board, President or the Secretary, on the written request of at least a majority of directors then in office, or the sole director. | | | The Proposed Bylaws provide that special meetings of the New TOI Board may be called at any time by the chairperson of the New TOI Board, the Chief Executive Officer, the President, the Secretary or a majority of the total number of directors constituting the board. | |
|
Stockholder Action by Written Consent
|
| |||
| Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock, the Current Charter does not permit our holders of common stock to act by consent in writing, except that holders of DFP Class B Common Stock may take action by written consent in lieu of taking action at a meeting of stockholders. | | | Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock or any other outstanding class or series of stock of New TOI, the Proposed Charter does not permit our holders of common stock to act by consent in writing. | |
|
Amendment to Certificate of Incorporation
|
| |||
| The Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the Current Charter. | | | The Proposed Charter requires the approval by affirmative vote of the holders of at least 662∕3% in voting power of the then outstanding shares of common stock of New TOI to amend certain provisions of the Proposed Charter as follows: Article V(B) which address TOI Preferred Stock; Article VI, which addresses the number, election, terms and removal of and any directors; Article VII, which addresses the conduct of our annual meetings and special meetings, and the requirement that stockholders take action at a meeting rather than by written consent; and Article VIII, which addresses the limitation on director liability, Article IX, which addresses director indemnification, Article X, which addresses corporate opportunities, Article XI, which discusses forum selection, and Article XII, which addresses the ability to amend the Proposed Charter. | |
|
DFP
|
| |
New TOI
|
|
|
Amendment of the Bylaws
|
| |||
| Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the bylaws. | | | The Proposed Charter grants the board the power to adopt, amend or repeal the Bylaws. The stockholders can adopt, amend or repeal the Bylaws with the approval by affirmative vote of the holders of at least 662∕3% of the common stock of New TOI. | |
|
Quorum
|
| |||
|
Board of Directors. At all meetings of the DFP Board, a majority of the directors will constitute a quorum for the transaction of business except as otherwise expressly required by law, the Current Charter or the DFP bylaws, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the DFP Board.
Stockholders. The holders of record of a majority of the total voting power of all outstanding securities of DFP generally entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting, without notice other than announcement at the meeting, to reconvene at the same or some other place. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.
|
| |
Board of Directors. At all meetings of New TOI’s Board, a majority of the directors will constitute a quorum for the transaction of business except as otherwise expressly required by law or by the Proposed Charter, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the New TOI Board.
Stockholders. The holders of record of a majority of the total voting power of all outstanding securities of New TOI generally entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or a majority in voting interest of the stockholders present in person or represented by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.
|
|
|
Interested Directors
|
| |||
| The Current Charter, to the maximum extent permitted from time to time by Delaware law, renounces any expectancy that DFP has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to DFP directors, officers or their affiliates, except with respect to any of the directors, officers, or their affiliates of DFP with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of DFP and (i) such opportunity is one that DFP is legally and contractually permitted to undertake and would otherwise be reasonable for DFP to pursue and (ii) the director or officer is permitted to refer that opportunity to DFP without violating any legal obligation. | | | The Proposed Charter will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that New TOI has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our directors or their affiliates, other than those directors or affiliates who are our or our subsidiaries’ employees. The Proposed Charter provides that, to the fullest extent permitted by law, none of the our directors who are not employed by New TOI (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any fiduciary duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. The Proposed Charter will not | |
|
DFP
|
| |
New TOI
|
|
| | | | renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of New TOI. To the fullest extent permitted by law, a business opportunity will not be deemed to be a potential corporate opportunity for New TOI if New TOI is neither financially nor legally able, nor contractually permitted to undertake the opportunity, the opportunity is not in the line of new TOI’s business or is of no practical advantage to New TOI or it is one in which New TOI has no interest or reasonable expectancy. | |
|
Special Stockholder Meetings
|
| |||
| The Current Charter provides that special meetings of the DFP Stockholders may be called at any time only by the chairman of the DFP Board, Chief Executive Officer of DFP, or by the DFP Board acting pursuant to a resolution adopted by a majority of the DFP Board, subject to the rights of holders of any series of preferred stock then outstanding. | | | The Proposed Charter provides that special meetings of our stockholders may be called at any time by the board of directors acting pursuant to a resolution adopted by the board of directors, the chairperson of the board of directors, the Chief Executive Officer or President, subject to the rights of holders of any series of preferred stock then outstanding. | |
|
Notice of Stockholder Meetings
|
| |||
| Whenever stockholders are required or permitted to take any action at a meeting, written notice of the meeting shall be given which shall state the place, if any, date and time of each meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, in the case of a special meeting, the purpose or purposes for which the meeting is called, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). Unless otherwise provided by Delaware law, such notice shall be delivered by DFP not less than 10 nor more than 60 days before the date of the meeting. The DFP chairman of the meeting may adjourn the meeting to another time or place (whether or not a quorum is present), and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which such adjournment is made. At the adjourned meeting, DFP may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of | | | Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by Delaware law, Proposed Charter or Proposed Bylaws, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. The New TOI board of directors or the chairman of the meeting may adjourn the meeting to another time or place (whether or not a quorum is present), and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which such adjournment is made. At the adjourned meeting, New TOI may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each | |
|
DFP
|
| |
New TOI
|
|
| the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. | | | stockholder of record entitled to vote at the meeting. | |
|
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
|
| |||
| The stockholder must (i) give timely notice thereof in proper written form to the Secretary of DFP and (ii) the business must be a proper matter for stockholder action. To be timely, a DFP Stockholder’s notice must be received by the Secretary at the principal executive offices of DFP not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by DFP. In no event shall the adjournment or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the DFP bylaws. | | | The stockholder must (i) give timely notice thereof in written to the Secretary of New TOI, and (ii) any such proposed business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of New TOI not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made. In no event shall the adjournment or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Proposed Bylaws. | |
|
Stockholder Nominations of Persons for Election as Directors
|
| |||
| The stockholder must give timely notice of nominations of persons for election to the DFP Board in written to the Secretary of DFP. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of DFP (i) in the case of an annual meeting, not later than close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by DFP; and (ii) in the case | | | The stockholder must give timely notice of nominations of persons for election to the New TOI Board in written to the Secretary of New TOI. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of New TOI (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made; and (ii) in the case of a special meeting of stockholders called for the purpose of | |
|
DFP
|
| |
New TOI
|
|
| of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made. In no event shall the adjournment or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. | | |
electing directors, not earlier than of 120 days prior to the date of the special meeting or later than the alter of 90 days prior to the date of the special meeting and the 10th day following the day on which the public announcement of the date of the special meeting is first made. In no event shall the adjournment or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected as such meeting. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Proposed Bylaws.
|
|
|
Limitation of Liability of Directors and Officers
|
| |||
| A director of DFP shall not be personally liable to DFP or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same now exists or may hereafter be amended, unless a director violated his or her duty of loyalty to DFP or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | A director of New TOI shall not be personally liable to New TOI or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same now exists or may hereafter be amended. | |
|
Indemnification of Directors, Officers
|
| |||
| DFP will indemnify any person for any proceeding by reason of being a director, officer, employee or agent of DFP or, while a director, officer, employee or agent is or was serving at the request of DFP as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity. DFP shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred. | | | New TOI will indemnify any person for any proceeding by reason of being a director, officer, employee or agent of New TOI or, while a director, officer, employee or agent is or was serving at the request of New TOI as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise.] | |
|
Dividends
|
| |||
| Subject to the rights of the holders of DFP preferred stock, and to the other provisions of the Current Charter, dividends and other distributions in cash, property or capital stock of DFP may be | | | Subject to the rights of the holders of New TOI Preferred Stock, and to the other provisions of the Proposed Charter, dividends and other distributions in cash, property or capital stock of New TOI may | |
|
DFP
|
| |
New TOI
|
|
| declared and paid ratably on the DFP Shares out of the assets of DFP which are legally available for this purpose at such times and in such amounts as the DFP Board in its discretion shall determine. | | | be declared and paid ratably on the New TOI Common Stock out of the assets of New TOI which are legally available for this purpose at such times and in such amounts as the board of directors in its discretion shall determine. | |
|
Liquidation
|
| |||
| The Current Charter provides that subject to applicable law, the rights, if any, of the holders of any outstanding series of the preferred stock and the provisions of Article IX of the Current Charter, in the event of any voluntary or involuntary liquidation, dissolution or winding up of DFP, after payment or provision for payment of the debts and other liabilities of DFP, the holders of shares of common stock shall be entitled to receive all the remaining assets of DFP available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | The Proposed Charter provides that, in the event of any liquidation, dissolution or winding up of New TOI, the holders of shares of New TOI Common Stock are entitled to receive, subject to the preferential rights as to distributions upon such liquidation event of each of the creditors of New TOI and the holders of all classes or series of stock at the time outstanding, their ratable and proportionate share of the remaining assets of New TOI. | |
|
Supermajority Voting Provisions
|
| |||
|
The Current Charter does not contain any supermajority voting provisions.
The DFP bylaws require the approval of an affirmative vote of at least 662∕3% in voting power of the then outstanding shares of capital stock of DFP to amend or repeal Section 8 of the DFP bylaws, which addresses indemnification rights to certain directors or officers of DFP.
|
| |
The Proposed Charter requires the approval by affirmative vote of the holders of at least 662∕3% in voting power of the then outstanding shares of common stock of New TOI to amend certain provisions of the Proposed Charter as follows: Article V(B) which TOI Preferred Stock; Article VI, which addresses the number, election, terms and removal of and any directors ; Article VII, , which addresses the conduct of our annual meetings and special meetings, and the requirement that stockholders take action at a meeting rather than by written consent; and Article VIII, which addresses the limitation on director liability, Article IX, which addresses director indemnification, Article X, which addresses corporate opportunities, Article XI, which discusses forum selection, and Article XII, which addresses the ability to amend the Proposed Charter.
The Proposed Charter requires the approval by affirmative vote of the holders of at least 662∕3% of the common stock of New TOI to adopt, amend, alter or repeal the bylaws.
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|
|
Anti-Takeover Provisions and Other Stockholder Protections
|
| |||
| Section 203 of the DGCL prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e., a stockholder owning 15% or more of DFP’s voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. In addition, the anti-takeover provisions and other stockholder protections in the | | | Section 203 of the DGCL prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e., a stockholder owning 15% or more of New TOI’s voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. In addition, the anti-takeover provisions and other stockholder protections in the | |
|
DFP
|
| |
New TOI
|
|
| Current Charter include a staggered board, a prohibition on stockholder action by written consent (subject to exceptions, described above under “Stockholder Action by Written Consent”) and blank check preferred stock. | | | Proposed Charter include a staggered board, a prohibition on stockholder action by written consent and blank check preferred stock. | |
|
Preemptive Rights
|
| |||
| There are no preemptive rights relating to the DFP Shares. | | | There are no preemptive rights relating to shares of New TOI Common Stock. | |
|
Fiduciary Duties of Directors
|
| |||
| Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing DFP’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. The DFP Board may exercise all such authority and powers of DFP and do all such lawful acts and things as are not by statute or the DFP’s charter directed or required to be exercised or done solely by the stockholders. | | | Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing New TOI’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. New TOI’s Board may exercise all such authority and powers of New TOI and do all such lawful acts and things as are not by statute or the New TOI’s charter directed or required to be exercised or done solely by the stockholders. | |
|
Inspection of Books and Records
|
| |||
| Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from DFP’s stock ledger, a list of its stockholders and its other books and records. | | | Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from New TOI’s stock ledger, a list of its stockholders and its other books and records. | |
|
Choice of Forum
|
| |||
| The Current Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on DFP’s behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of DFP to DFP or its stockholders; (iii) any action asserting a claim against DFP arising under the DGCL, the Current Charter or DFP’s bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of | | | The Proposed Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or our stockholders; (iii) any action, suit or proceeding asserting a claim against us arising under the DGCL, our certificate of incorporation or our bylaws or as to which the | |
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DFP
|
| |
New TOI
|
|
| the State of Delaware; or (iv) any action asserting a claim against DFP that is governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (A) the personal jurisdiction of the state and federal courts within Delaware and (B) service of process on such stockholder’s counsel. The provision of the Current Charter described in the immediately preceding sentence does not apply to (i) suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) any action arising under the Securities Act, as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware shall have concurrent jurisdiction. | | | DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (v) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer or stockholder governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (A) the personal jurisdiction of the state and federal courts within Delaware and (B) service of process on such stockholder’s counsel. The provision of the Proposed Charter described in the immediately preceding sentence does not apply to (i) suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) any action arising under the Securities Act, as to which the federal district court for the United States of America shall have exclusive jurisdiction. | |
Name and Address of Beneficial Owner
|
| |
Before the Business Combination
|
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Number of
shares of DFP Class A Common Stock |
| |
% of
Total Voting Power |
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| |
Assuming Interim
Redemption |
| |||||||||||||||||||||||||||||||||||
|
Number of
shares of New TOI Common Stock |
| |
% of
Total Voting Power |
| |
Number of
shares of New TOI Common Stock |
| |
% of
Total Voting Power |
| |
Number of
shares of New TOI Common Stock |
| |
% of
Total Voting Power |
| ||||||||||||||||||||||||||||||||
Directors and Executive Officers of DFP
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Richard Barasch(1)(2)
|
| | | | 100,000 | | | | | | * | | | | | | 100,000 | | | | | | * | | | | | | 84,348 | | | | | | * | | | | | | 92,174 | | | | | | * | | |
Steven Hochberg(1)(2)(3)
|
| | | | 5,360,000 | | | | | | 18.8% | | | | | | 8,518,333 | | | | | | 4.90% | | | | | | 7,095,029 | | | | | | 4.90% | | | | | | 7,806,681 | | | | | | 4.90% | | |
Christopher Wolfe(1)(2)
|
| | | | 100,000 | | | | | | * | | | | | | 100,000 | | | | | | * | | | | | | 84,348 | | | | | | * | | | | | | 92,174 | | | | | | * | | |
Dr. Jennifer Carter(1)
|
| | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | 25,304 | | | | | | * | | | | | | 27,652 | | | | | | * | | |
Dr. Mohit Kaushal(1)
|
| | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | 25,304 | | | | | | * | | | | | | 27,652 | | | | | | * | | |
Dr. Gregory Sorensen(1)
|
| | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | 25,304 | | | | | | * | | | | | | 27,652 | | | | | | * | | |
All Directors and Executive Officers of DFP as a Group (six individuals)
|
| | | | 5,650,000 | | | | | | 19.65% | | | | | | 8,808,334 | | | | | | 4.90% | | | | | | 7,339,637 | | | | | | 4.90% | | | | | | 8,073,985 | | | | | | 4.90% | | |
Holders of more than 5% of DFP’s outstanding shares of common stock prior to the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Entities affiliated with Deerfield Management Company, L.P.(1)(3)
|
| | | | 10,460,000 | | | | | | 36.38% | | | | | | 24,868,333 | | | | | | 4.90% | | | | | | 23,429,377 | | | | | | 4.90% | | | | | | 24,148,855 | | | | | | 4.90% | | |
DFP Sponsor LLC(1)(2)(3)
|
| | | | 5,360,000 | | | | | | 18.64% | | | | | | 8,518,333 | | | | | | 4.90% | | | | | | 7,095,029 | | | | | | 4.90% | | | | | | 7,806,681 | | | | | | 4.90% | | |
Millennium Management
LLC(4) |
| | | | 1,684,200 | | | | | | 7.3% | | | | | | 1,684,200 | | | | | | 1.91% | | | | | | 1,684,200 | | | | | | 2.11% | | | | | | 1,684,200 | | | | | | 2.01% | | |
Davidson Kempner Capital Management LP(5)
|
| | | | 1,440,048 | | | | | | 6.26% | | | | | | 1,440,048 | | | | | | 1.63% | | | | | | 1,440,048 | | | | | | 1.81% | | | | | | 1,440,048 | | | | | | 1.72% | | |
Park West Asset Management LLC(6)
|
| | | | 1,317,263 | | | | | | 5.7% | | | | | | 1,317,263 | | | | | | 1.49% | | | | | | 1,317,263 | | | | | | 1.65% | | | | | | 1,317,263 | | | | | | 1.57% | | |
Park West Investors Master Fund, Limited(6)
|
| | | | 1,199,515 | | | | | | 5.2% | | | | | | 1,199,515 | | | | | | 1.36% | | | | | | 1,199,515 | | | | | | 1.51% | | | | | | 1,199,515 | | | | | | 1.43% | | |
Name and Address of Beneficial Owner
|
| |
Before the Business Combination
|
| |
After the Business Combination
|
| | | ||||||||||||||||||||||||||||||||||||||||||||||
|
Number of
shares of DFP common stock |
| |
%
|
| |
% of
Total Voting Power |
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| |
Assuming Interim
Redemption |
| ||||||||||||||||||||||||||||||||||||||
|
Number of
shares of New TOI Common Stock |
| |
% of
Total Voting Power |
| |
Number of
shares of New TOI Common Stock |
| |
% of
Total Voting Power |
| |
Number of
shares of New TOI Common Stock |
| |
% of
Total Voting Power |
| ||||||||||||||||||||||||||||||||||||||
Directors and Executive Officers of New TOI After Consummation of the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brad Hively(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 482,501 | | | | | | * | | | | | | 482,501 | | | | | | * | | | | | | 482,501 | | | | | | * | | |
Daniel Virnich(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 180,167 | | | | | | * | | | | | | 180,167 | | | | | | * | | | | | | 180,167 | | | | | | * | | |
Scott Dalgleish(15)
|
| | | | — | | | | | | — | | | | | | | | | | | | 66,142 | | | | | | * | | | | | | 66,142 | | | | | | * | | | | | | 66,142 | | | | | | * | | |
Yale Podnos(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 24,186 | | | | | | * | | | | | | 24,186 | | | | | | * | | | | | | 24,186 | | | | | | * | | |
Karen Johnson
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anne McGeorge
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Maeve O’Meara
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ravi Sarin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Directors and Executive Officers of New TOI as a Group
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Five Percent Holders:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
M33 Growth I L.P.(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 12,691,100 | | | | | | 14.38% | | | | | | 15,278,746 | | | | | | 19.17% | | | | | | 13,985,817 | | | | | | 16.66% | | |
TOI HC I, LLC(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 14,505,323 | | | | | | 16.44% | | | | | | 17,462,878 | | | | | | 21.92% | | | | | | 15,985,123 | | | | | | 19.04% | | |
Jimmy Holdings, Inc(9)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 8,910,413 | | | | | | 10.10% | | | | | | 10,727,197 | | | | | | 13.46% | | | | | | 9,819,433 | | | | | | 11.70% | | |
FOG Ventures Investments, LLC(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,292,391 | | | | | | 4.87% | | | | | | 5,167,586 | | | | | | 6.49% | | | | | | 4,730,291 | | | | | | 5.63% | | |
Oncology Care Partners, LLC(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,806,061 | | | | | | 4.31% | | | | | | 4,582,096 | | | | | | 5.75% | | | | | | 4,194,347 | | | | | | 5.00% | | |
FMR LLC(12)
|
| | | | — | | | | | | | | | | | | — | | | | | | 12,000,000 | | | | | | 13.60 | | | | | | 12,000,000 | | | | | | 15.06 | | | | | | 12,000,000 | | | | | | 14.29 | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Executive Officers | | | | | | | | | | |
Brad Hively
|
| | | | 42 | | | | Chief Executive Officer and director | |
Daniel Virnich
|
| | | | 43 | | | | Chief Operating Officer | |
Scott Dalgleish
|
| | | | 42 | | | | Chief Financial Officer | |
Yale Podnos
|
| | | | 50 | | | | Chief Medical Officer | |
Non-Executive Directors: | | | | | | | | | | |
Richard Barasch
|
| | | | 67 | | | | Director | |
Karen Johnson
|
| | | | 60 | | | | Director | |
Mohit Kaushal
|
| | | | 40 | | | | Director | |
Anne McGeorge
|
| | | | 60 | | | | Director | |
Maeve O’Meara
|
| | | | 40 | | | | Director | |
Ravi Sarin
|
| | | | 40 | | | | Director | |
Name and Principal Position
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||
Brad Hively
|
| | | | 400,000 | | | | | | 11,228 | | | | | | — | | | | | | 188,772 | | | | | | 11,400 | | | | | | 611,400 | | |
Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Daniel Virnich
|
| | | | 213,542 | | | | | | — | | | | | | 176,187 | | | | | | 28,955 | | | | | | — | | | | | | 418,684 | | |
Chief Operating Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Yale Podnos
|
| | | | 281,250 | | | | | | — | | | | | | 23,312 | | | | | | 52,371 | | | | | | 11,400 | | | | | | 368,333 | | |
Chief Medical Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Grant
Date |
| |
Option Awards
|
| ||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||||||||||
Brad Hively
|
| | | | 12/2/2019(1) | | | | | | 425 | | | | | | 1,275 | | | | | | — | | | | | | 496.10 | | | | | | 12/2/2029 | | |
| | | | | 12/2/2019(2) | | | | | | — | | | | | | — | | | | | | 2,280 | | | | | | 496.10 | | | | | | 12/2/2029 | | |
Daniel Virnich
|
| | | | 3/1/2020(1) | | | | | | — | | | | | | 730 | | | | | | — | | | | | | 499.94 | | | | | | 3/1/2030 | | |
| | | | | 3/1/2020(2) | | | | | | — | | | | | | — | | | | | | 1,470 | | | | | | 499.94 | | | | | | 3/1/2030 | | |
Yale Podnos
|
| | | | 2/19/2020(1) | | | | | | — | | | | | | 93 | | | | | | — | | | | | | 499.94 | | | | | | 2/19/2030 | | |
| | | | | 2/19/2020(2) | | | | | | — | | | | | | — | | | | | | 187 | | | | | | 499.94 | | | | | | 2/19/2030 | | |
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Option
Awards ($)(1) |
| |
Total ($)
|
| |||||||||
Veeral Desai
|
| | | | 50,000 | | | | | | — | | | | | | 50,000 | | |
Alan Hoops
|
| | | | — | | | | | | 22,541 | | | | | | 22,541 | | |
Name
|
| |
Number of Securities
Underlying Options Outstanding at December 31, 2020 |
| |||
Mark Pacala
|
| | | | 570 | | |
Veeral Desai
|
| | | | 290 | | |
Alan Hoops
|
| | | | 290 | | |
| | |
Page
|
| |||
Unaudited Condensed Consolidated Financial Statements | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
Audited Financial Statements for the year ended December 31, 2020 (As Restated) and for the period
from November 1, 2019 (inception) through December 31, 2019 |
| | | | | | |
| | | | F-20 | | | |
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | |
| | |
Page
|
| |||
Condensed Consolidated Financial Statements As of June 30, 2021 and December 31, 2020 and For the Six Months Ended June 30, 2021 and 2020
|
| | | | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
| | | | F-50 | | | |
Audited Financial Statements for the years ended December 31, 2020, 2019 and the periods from September 20, 2018 through December 31, 2018 (Successor Periods) and from January 1, 2018 through September 19, 2018 (Predecessor Periods)
|
| | |||||
| | | | F-73 | | | |
| | | | F-74 | | | |
| | | | F-75 | | | |
| | | | F-76 | | | |
| | | | F-77 | | | |
| | | | F-78 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 620,731 | | | | | $ | 916,987 | | |
Prepaid expenses
|
| | | | 126,450 | | | | | | 152,474 | | |
Total current assets
|
| | | | 747,181 | | | | | | 1,069,461 | | |
Cash and investments held in Trust Account
|
| | | | 230,006,825 | | | | | | 230,254,149 | | |
Total assets
|
| | | $ | 230,754,006 | | | | | $ | 231,323,610 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 961,659 | | | | | $ | — | | |
Accrued legal fees
|
| | | | 1,520,000 | | | | | | 50,000 | | |
Accrued expenses – related parties
|
| | | | 17,500 | | | | | | 17,500 | | |
Franchise tax payable
|
| | | | 19,228 | | | | | | 200,050 | | |
Total current liabilities
|
| | | | 2,518,387 | | | | | | 267,550 | | |
Deferred underwriting commissions
|
| | | | 6,300,000 | | | | | | 6,300,000 | | |
Derivative warrant liabilities
|
| | | | 16,406,170 | | | | | | 18,791,170 | | |
Total liabilities
|
| | | | 25,224,557 | | | | | | 25,358,720 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 20,052,944 and 20,096,488
shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively |
| | | | 200,529,440 | | | | | | 200,964,880 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized;
2,947,056 and 2,903,512 shares issued and outstanding (excluding 20,052,944 and 20,096,488 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively |
| | | | 295 | | | | | | 290 | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
| | | | 575 | | | | | | 575 | | |
Additional paid-in capital
|
| | | | 13,776,784 | | | | | | 13,341,349 | | |
Accumulated deficit
|
| | | | (8,777,645) | | | | | | (8,342,204) | | |
Total stockholders’ equity
|
| | | | 5,000,009 | | | | | | 5,000,010 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 230,754,006 | | | | | $ | 231,323,610 | | |
| | |
For the Three Months
Ended June 30, |
| |
For the Six Months
Ended June 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
General and administrative expenses
|
| | | $ | 2,533,427 | | | | | $ | 92,008 | | | | | $ | 2,668,889 | | | | | $ | 112,582 | | |
General and administrative expenses – related party
|
| | | | 52,500 | | | | | | 52,500 | | | | | | 105,000 | | | | | | 70,000 | | |
Franchise tax expense
|
| | | | 49,863 | | | | | | 50,050 | | | | | | 99,228 | | | | | | 99,750 | | |
Loss from operations
|
| | | | (2,635,790) | | | | | | (194,558) | | | | | | (2,873,117) | | | | | | (282,332) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income from investments in Trust Account
|
| | | | 6,719 | | | | | | 78,823 | | | | | | 52,676 | | | | | | 121,508 | | |
Change in fair value of derivative warrant liabilities
|
| | | | (3,491,670) | | | | | | (2,503,000) | | | | | | 2,385,000 | | | | | | (2,919,670) | | |
Financing cost – derivative warrant liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | (315,080) | | |
Income (loss) before income tax expense
|
| | | | (6,120,741) | | | | | | (2,618,735) | | | | | | (435,441) | | | | | | (3,395,574) | | |
Income tax expense
|
| | | | — | | | | | | | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (6,120,741) | | | | | $ | (2,618,735) | | | | | $ | (435,441) | | | | | $ | (3,395,574) | | |
Weighted average shares outstanding of Class A common
stock |
| | | | 23,000,000 | | | | | | 23,000,000 | | | | | | 23,000,000 | | | | | | 2,300,000 | | |
Basic and diluted net income (loss) per share, Class A
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Weighted average shares outstanding of Class B common
stock |
| | | | 5,750,000 | | | | | | 5,750,000 | | | | | | 5,750,000 | | | | | | 5,453,297 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (1.06) | | | | | $ | (0.46) | | | | | $ | (0.08) | | | | | $ | (0.62) | | |
| | |
Common Stock
|
| |
Additional Paid-In
Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2020
|
| | | | 2,903,512 | | | | | $ | 290 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 13,341,349 | | | | | $ | (8,342,204) | | | | | $ | 5,000,010 | | |
Common stock subject to possible redemption
|
| | | | (568,530) | | | | | | (57) | | | | | | — | | | | | | — | | | | | | (5,685,243) | | | | | | — | | | | | | (5,685,300) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,685,300 | | | | | | 5,685,300 | | |
Balance – March 31, 2021
|
| | | | 2,334,982 | | | | | $ | 233 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 7,656,106 | | | | | $ | (2,656,904) | | | | | $ | 5,000,010 | | |
Common stock subject to possible redemption
|
| | | | 612,074 | | | | | | 62 | | | | | | — | | | | | | — | | | | | | 6,120,678 | | | | | | — | | | | | | 6,120,740 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,120,741) | | | | | | (6,120,741) | | |
Balance – June 30, 2021
|
| | | | 2,947,056 | | | | | $ | 295 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 13,776,784 | | | | | $ | (8,777,645) | | | | | $ | 5,000,009 | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2019
|
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (2,300) | | | | | $ | 22,700 | | |
Sale of units in initial public
offering, less allocation to derivative warrant liabilities |
| | | | 23,000,000 | | | | | | 2,300 | | | | | | — | | | | | | — | | | | | | 223,270,200 | | | | | | — | | | | | | 223,272,500 | | |
Offering costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,110,406) | | | | | | — | | | | | | (10,110,406) | | |
Sale of private placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,120,000 | | | | | | — | | | | | | 1,120,000 | | |
Common stock subject to possible redemption
|
| | | | (20,852,795) | | | | | | (2,085) | | | | | | — | | | | | | — | | | | | | (208,525,865) | | | | | | — | | | | | | (208,527,950) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (776,839) | | | | | | (776,839) | | |
Balance – March 31, 2020
|
| | | | 2,147,205 | | | | | | 215 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 5,778,354 | | | | | $ | (779,139) | | | | | $ | 5,000,005 | | |
Common stock subject to possible redemption
|
| | | | 261,874 | | | | | | 26 | | | | | | — | | | | | | — | | | | | | 2,618,714 | | | | | | — | | | | | | 2,618,740 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,618,735) | | | | | | (2,618,735) | | |
Balance – June 30, 2020
|
| | | | 2,409,079 | | | | | $ | 241 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 8,397,068 | | | | | $ | (3,397,874) | | | | | $ | 5,000,010 | | |
| | |
For the Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (435,441) | | | | | $ | (3,395,574) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on investments held in Trust Account
|
| | | | (52,676) | | | | | | (121,508) | | |
Financing cost – derivative warrant liabilities
|
| | | | — | | | | | | 315,080 | | |
Change in fair value of derivative warrant liabilities
|
| | | | (2,385,000) | | | | | | 2,919,670 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 26,024 | | | | | | (242,370) | | |
Accounts payable
|
| | | | 961,659 | | | | | | — | | |
Accrued expenses
|
| | | | 1,470,000 | | | | | | (23,622) | | |
Accrued expenses – related parties
|
| | | | — | | | | | | 17,500 | | |
Franchise tax payable
|
| | | | (180,822) | | | | | | 99,300 | | |
Net cash used in operating activities
|
| | | | (596,256) | | | | | | (431,524) | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Cash deposited in Trust Account
|
| | | | — | | | | | | (230,000,000) | | |
Investment income released from Trust Account for working capital
|
| | | | 300,000 | | | | | | — | | |
Net cash used in investing activities
|
| | | | 300,000 | | | | | | (230,000,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds received from note payable to related party
|
| | | | — | | | | | | 200,000 | | |
Repayment of note payable to related party
|
| | | | — | | | | | | (200,000) | | |
Proceeds received from initial public offering, gross
|
| | | | — | | | | | | 230,000,000 | | |
Proceeds received from private placement
|
| | | | — | | | | | | 5,600,000 | | |
Offering costs paid
|
| | | | — | | | | | | (4,090,364) | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 231,509,636 | | |
Net change in cash
|
| | | | (296,256) | | | | | | 1,078,112 | | |
Cash – beginning of the period
|
| | |
|
916,987
|
| | | |
|
25,000
|
| |
Cash – end of the period
|
| | | $ | 620,731 | | | | | $ | 1,103,112 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Prepaid expenses included in accounts payable
|
| | | $ | — | | | | | $ | — | | |
Offering costs included in accounts payable
|
| | | $ | — | | | | | $ | — | | |
Offering costs included in accrued expenses
|
| | | $ | — | | | | | $ | 35,122 | | |
Deferred underwriting commissions in connection with the initial public offering
|
| | | $ | — | | | | | $ | 6,300,000 | | |
Initial value of Class A common stock subject to possible redemption
|
| | | $ | — | | | | | $ | 208,956,930 | | |
Change in value of Class A common stock subject to possible
redemption |
| | | $ | (435,440) | | | | | $ | (3,047,720) | | |
| | |
For the Three Months
Ended June 30, |
| |
For the Six Months
Ended June 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Class A common stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: Income allocable to Class A common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest income from investments in Trust Account
|
| | | $ | 6,719 | | | | | $ | 78,823 | | | | | $ | 52,676 | | | | | $ | 121,508 | | |
Less: Company’s portion available to be withdrawn
for working capital and to pay taxes |
| | | | (6,719) | | | | | | (78,823) | | | | | | (52,676) | | | | | | (121,508) | | |
Net income attributable to Class A common stock
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Denominator: Weighted average Class A common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A common stock
|
| | |
|
23,000,000
|
| | | |
|
23,000,000
|
| | | |
|
23,000,000
|
| | | |
|
2,300,000
|
| |
Basic and diluted net income per share, Class A common stock
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Class B common stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: Net income (loss) minus net income allocable to Class A common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (6,120,741) | | | | | $ | (2,618,735) | | | | | $ | (435,441) | | | | | $ | (3,395,574) | | |
Net income allocable to Class A common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss attributable to Class B common stock
|
| | | $ | (6,120,741) | | | | | $ | (2,618,735) | | | | | $ | (435,441) | | | | | $ | (3,395,574) | | |
Denominator: weighted average Class B common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B common stock
|
| | |
|
5,750,000
|
| | | |
|
5,750,000
|
| | | |
|
5,750,000
|
| | | |
|
5,453,297
|
| |
Basic and diluted net income (loss) per share, Class B common stock
|
| | | $ | (1.06) | | | | | $ | (0.46) | | | | | $ | (0.08) | | | | | $ | (0.62) | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account
|
| | | $ | 230,006,825 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants
|
| | | $ | 9,947,500 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 6,458,670 | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | |
U.S. Treasury securities
|
| | | $ | 230,253,395 | | | | | $ | — | | | | | $ | — | | |
Cash equivalents – money market funds
|
| | | | 754 | | | | | | — | | | | | | — | | |
| | | | $ | 230,254,149 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants
|
| | | $ | 11,212,500 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 7,578,670 | | |
| | |
As of June 30, 2021
|
| |
As of December 31, 2020
|
| ||||||
Stock Price
|
| | | $ | 9.95 | | | | | $ | 10.80 | | |
Volatility
|
| | | | 24.0% | | | | | | 24.0% | | |
Expected life of the options to convert
|
| | | | 5.25 | | | | | | 5.75 | | |
Risk-free rate
|
| | | | 0.92% | | | | | | 0.47% | | |
Dividend yield
|
| | | | 0.0% | | | | | | 0.0% | | |
|
Level 3 – Derivative warrant liabilities at December 31, 2020
|
| | | $ | 7,578,670 | | |
|
Change in fair value of derivative warrant liabilities
|
| | | | (2,426,670) | | |
|
Level 3 – Derivative warrant liabilities at March 31, 2021
|
| | | $ | 5,152,000 | | |
|
Change in fair value of derivative warrant liabilities
|
| | | | 1,306,670 | | |
|
Level 3 – Derivative warrant liabilities at June 30, 2021
|
| | | $ | 6,458,670 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
|
(As Restated – See Note 2)
|
| | | | | | | |||||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 916,987 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 152,474 | | | | | | — | | |
Total current assets
|
| | | | 1,069,461 | | | | | | 25,000 | | |
Cash and investments held in Trust Account
|
| | | | 230,254,149 | | | | | | — | | |
Deferred offering costs associated with initial public offering
|
| | | | — | | | | | | 25,000 | | |
Total assets
|
| | | $ | 231,323,610 | | | | | $ | 50,000 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 50,000 | | | | | $ | 26,500 | | |
Accrued expenses – related parties
|
| | | | 17,500 | | | | | | — | | |
Franchise tax payable
|
| | | | 200,050 | | | | | | 800 | | |
Total current liabilities
|
| | | | 267,550 | | | | | | 27,300 | | |
Deferred underwriting commissions
|
| | | | 6,300,000 | | | | | | — | | |
Derivative warrant liabilities
|
| | | | 18,791,170 | | | | | | — | | |
Total liabilities
|
| | | | 25,358,720 | | | | | | 27,300 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 20,096,488 and -0- shares subject to possible redemption at $10.00 per share at December 31, 2020 and December 31, 2019, respectively
|
| | | | 200,964,880 | | | | | | — | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,903,512 and -0- shares issued and outstanding (excluding 20,096,488 and -0- shares subject to possible redemption) at December 31, 2020 and December 31, 2019, respectively
|
| | | | 290 | | | | | | — | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at December 31, 2020 and December 31, 2019(1)
|
| | | | 575 | | | | | | 575 | | |
Additional paid-in capital
|
| | | | 13,341,349 | | | | | | 24,425 | | |
Accumulated deficit
|
| | | | (8,342,204) | | | | | | (2,300) | | |
Total stockholders’ equity
|
| | | | 5,000,010 | | | | | | 22,700 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 231,323,610 | | | | | $ | 50,000 | | |
| | |
For the period from
January 1, 2020 through December 31, 2020 |
| |
For the period from
November 1, 2019 (inception) through December 31, 2019 |
| ||||||
|
(As Restated – See Note 2)
|
| | | | | | | |||||
General and administrative expenses
|
| | | $ | 309,169 | | | | | $ | 1,500 | | |
General and administrative expenses – related party
|
| | | | 175,000 | | | | | | — | | |
Franchise tax expense
|
| | | | 199,700 | | | | | | 800 | | |
Loss from operations
|
| | | | (683,869) | | | | | | (2,300) | | |
Interest income from investments in Trust Account
|
| | | | 254,149 | | | | | | — | | |
Change in fair value of derivative warrant liabilities
|
| | | | (7,583,670) | | | | | | — | | |
Offering costs associated with derivative warrant liabilities
|
| | | | (315,080) | | | | | | — | | |
Income/(loss) before income tax expense
|
| | | | (8,328,470) | | | | | | (2,300) | | |
Income tax expense
|
| | | | 11,434 | | | | | | — | | |
Net loss
|
| | | $ | (8,339,904) | | | | | $ | (2,300) | | |
Weighted average shares outstanding of Class A common stock
|
| | | | 23,000,000 | | | | | | — | | |
Basic and diluted net loss per share, Class A
|
| | | $ | — | | | | | $ | — | | |
Weighted average shares outstanding of Class B common stock
|
| | | | 5,602,459 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (1.49) | | | | | $ | (0.00) | | |
| | |
For the period from November 1, 2019 (inception) through December 31, 2019
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Common Stock
|
| |
Additional Paid-In
Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – November 1,
2019 (inception) |
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class
B common stock to Sponsor(1)(2) |
| | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,300) | | | | | | (2,300) | | |
Balance – December 31,
2019 |
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (2,300) | | | | | $ | 22,700 | | |
| | |
For the Year Ended December 31, 2020 (As Restated – See Note 2)
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Common Stock
|
| |
Additional Paid-In
Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31,
2019 |
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (2,300) | | | | | $ | 22,700 | | |
Sale of units in initial
public offering, less allocation to derivative warrant liabilities |
| | | | 23,000,000 | | | | | | 2,300 | | | | | | — | | | | | | — | | | | | | 223,270,200 | | | | | | — | | | | | | 223,272,500 | | |
Offering costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,110,406) | | | | | | — | | | | | | (10,110,406) | | |
Sale of private
placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,120,000 | | | | | | — | | | | | | 1,120,000 | | |
Common stock subject
to possible redemption |
| | | | (20,096,488) | | | | | | (2,010) | | | | | | — | | | | | | — | | | | | | (200,962,870) | | | | | | — | | | | | | (200,964,880) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,339,904) | | | | | | (8,339,904) | | |
Balance – December 31,
2020 |
| | | | 2,903,512 | | | | | $ | 290 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 13,341,349 | | | | | $ | (8,342,204) | | | | | $ | 5,000,010 | | |
| | |
For the Year Ended
December 31, 2020 |
| |
For the period from
November 1, 2019 (inception) through December 31, 2019 |
| ||||||
|
(As Restated – See Note 2)
|
| | | | | | | |||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (8,339,904) | | | | | $ | (2,300) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on investments held in Trust Account
|
| | | | (254,149) | | | | | | — | | |
Offering costs associated with derivative warrant liabilities
|
| | | | 315,080 | | | | | | — | | |
Change in fair value of derivative warrant liabilities
|
| | | | 7,583,670 | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | (152,474) | | | | | | — | | |
Accrued expenses
|
| | | | 48,500 | | | | | | 1,500 | | |
Accrued expenses – related parties
|
| | | | 17,500 | | | | | | — | | |
Franchise tax payable
|
| | | | 199,250 | | | | | | 800 | | |
Net cash used in operating activities
|
| | | | (582,527) | | | | | | — | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Cash deposited in Trust Account
|
| | | | (230,000,000) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (230,000,000) | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds received from note payable to related party
|
| | | | 200,000 | | | | | | — | | |
Repayment of note payable to related party
|
| | | | (200,000) | | | | | | — | | |
Proceeds received from initial public offering, gross
|
| | | | 230,000,000 | | | | | | — | | |
Proceeds received from private placement
|
| | | | 5,600,000 | | | | | | — | | |
Offering costs paid
|
| | | | (4,125,486) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 231,474,514 | | | | | | 25,000 | | |
Net increase in cash
|
| | | | 891,987 | | | | | | 25,000 | | |
Cash – beginning of the period
|
| | |
|
25,000
|
| | | |
|
—
|
| |
Cash – end of the period
|
| | | $ | 916,987 | | | | | $ | 25,000 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Offering costs included in accrued expenses
|
| | | $ | — | | | | | $ | 25,000 | | |
Deferred underwriting commissions in connection with the initial public offering
|
| | | $ | 6,300,000 | | | | | $ | — | | |
Initial value of Class A common stock subject to possible redemption
|
| | | $ | 208,956,930 | | | | | $ | — | | |
Change in value of Class A common stock subject to possible redemption
|
| | | $ | (7,992,050) | | | | | $ | — | | |
| | |
As of December 31, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 231,323,610 | | | | | $ | — | | | | | $ | 231,323,610 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities
|
| | | $ | 267,550 | | | | | $ | — | | | | | $ | 267,550 | | |
Deferred underwriting commissions
|
| | | | 6,300,000 | | | | | | — | | | | | | 6,300,000 | | |
Derivative warrant liabilities
|
| | | | — | | | | | | 18,791,170 | | | | | | 18,791,170 | | |
Total liabilities
|
| | | | 6,567,550 | | | | | | 18,791,170 | | | | | | 25,358,720 | | |
Class A common stock, $0.0001 par value; shares subject to
possible redemption |
| | | | 219,756,050 | | | | | | (18,791,170) | | | | | | 200,964,880 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock – $0.0001 par value
|
| | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value
|
| | | | 102 | | | | | | 188 | | | | | | 290 | | |
Class B common stock – $0.0001 par value
|
| | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital
|
| | | | 5,442,787 | | | | | | 7,898,562 | | | | | | 13,341,349 | | |
Accumulated deficit
|
| | | | (443,454) | | | | | | (7,898,750) | | | | | | (8,342,204) | | |
Total stockholders’ equity
|
| | | | 5,000,010 | | | | | | — | | | | | | 5,000,010 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 231,323,610 | | | | | $ | — | | | | | $ | 231,323,610 | | |
| | |
For the Year Ended December 31, 2020
|
| | |||||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| | |||||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | | | ||
Loss from operations
|
| | | $ | (683,869) | | | | | $ | — | | | | | $ | (683,869) | | | | ||
Other (expense) income:
|
| | | | | | | | | | | | | | | | | | | | ||
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | (7,583,670) | | | | | | (7,583,670) | | | | ||
Financing costs – derivative warrant liabiltiies
|
| | | | — | | | | | | (315,080) | | | | | | (315,080) | | | | ||
Interest income from investments in Trust Account
|
| | | | 254,149 | | | | | | — | | | | | | 254,149 | | | | ||
Income tax expense
|
| | | | (11,434) | | | | | | — | | | | | | (11,434) | | | | ||
Total other (expense) income
|
| | | | 242,715 | | | | | | (7,898,750) | | | | | | (7,656,035) | | | | ||
Net loss
|
| | | $ | (441,154) | | | | | $ | (7,898,750) | | | | | $ | (8,339,904) | | | | ||
Basic and Diluted weighted-average Class A common stock outstanding
|
| | | | 23,000,000 | | | | | | | | | | | | 23,000,000 | | | | | |
Basic and Diluted net loss per Class A common shares
|
| | | $ | 0.00 | | | | | | | | | | | $ | 0.00 | | | | | |
Basic and Diluted weighted-average Class B common stock outstanding
|
| | | | 5,602,459 | | | | | | — | | | | | | 5,602,459 | | | | ||
Basic and Diluted net loss per Class B common shares
|
| | | $ | (0.08) | | | | | $ | (1.41) | | | | | $ | (1.49) | | | |
| | |
For the Year Ended December 31, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (441,154) | | | | | $ | (7,898,750) | | | | | $ | (8,339,904) | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | 7,583,670 | | | | | | 7,583,670 | | |
Financing Cost – derivative warrant liabilities
|
| | | | — | | | | | | 315,080 | | | | | | 315,080 | | |
Initial value of Class A common stock subject to possible redemption
|
| | | | 220,164,430 | | | | | | (11,207,500) | | | | | | 208,956,930 | | |
Change in fair value of Class A common stock subject to possible redemption
|
| | | | (408,380) | | | | | | (7,583,670) | | | | | | (7,992,050) | | |
Description
|
| |
Quoted Prices in Active
Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||
Assets
|
| | | | | | | | | | | | | | | | | | |
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | |
U.S. Treasury securities
|
| | | $ | 230,253,395 | | | | | $ | — | | | | | $ | — | | |
Cash equivalents – money market funds
|
| | | | 754 | | | | | | — | | | | | | — | | |
| | | | $ | 230,254,149 | | | | | $ | — | | | | | $ | — | | |
Liabilities
|
| | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities -Public Warrants
|
| | | $ | 11,212,500 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities -Private Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 7,578,670 | | |
| | |
As of March 13, 2020
|
| |
As of December 31, 2020
|
| ||||||
Stock Price
|
| | | $ | 9.71 | | | | | $ | 10.80 | | |
Volatility
|
| | | | 18.2% | | | | | | 24.0% | | |
Expected life of the options to convert
|
| | | | 6.55 | | | | | | 5.75 | | |
Risk-free rate
|
| | | | 0.85% | | | | | | 0.47% | | |
Dividend yield
|
| | | | 0.0% | | | | | | 0.0% | | |
|
Level 3 derivative warrant liabilities at January 1, 2020
|
| | | $ | — | | |
|
Issuance of Public and Private Warrants on March 13, 2021
|
| | | | 11,207,500 | | |
|
Transfer of Public Warrants to Level 1
|
| | | | (6,957,500) | | |
|
Change in fair value of derivative warrant liabilities
|
| | | | 3,328,670 | | |
|
Level 3 derivative warrant liabilities at December 31, 2020
|
| | | $ | 7,578,670 | | |
| | |
As of March 31, 2020
|
| |||||||||||||||
| | |
As
Previously Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 231,843,054 | | | | | $ | — | | | | | $ | 231,843,054 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities
|
| | | $ | 390,929 | | | | | $ | — | | | | | $ | 390,929 | | |
Deferred underwriting commissions
|
| | | | 6,300,000 | | | | | | — | | | | | | 6,300,000 | | |
Derivative warrant liabilities
|
| | | | — | | | | | | 11,624,170 | | | | | | 11,624,170 | | |
Total liabilities
|
| | | | 6,690,929 | | | | | | 11,624,170 | | | | | | 18,315,099 | | |
Class A common stock, $0.0001 par value; shares subject to
possible redemption |
| | | | 220,152,120 | | | | | | (11,624,170) | | | | | | 208,527,950 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock – $0.0001 par value
|
| | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value
|
| | | | 98 | | | | | | 117 | | | | | | 215 | | |
Class B common stock – $0.0001 par value
|
| | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital
|
| | | | 5,046,721 | | | | | | 731,633 | | | | | | 5,778,354 | | |
Accumulated deficit
|
| | | | (47,389) | | | | | | (731,750) | | | | | | (779,139) | | |
Total stockholders’ equity
|
| | | | 5,000,005 | | | | | | — | | | | | | 5,000,005 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 231,843,054 | | | | | $ | — | | | | | $ | 231,843,054 | | |
| | |
For the Three Months Ended March 31, 2020
|
| |||||||||||||||
| | |
As
Previously Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations
|
| | | $ | (87,774) | | | | | $ | — | | | | | $ | (87,774) | | |
Other (expense) income:
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | (416,670) | | | | | | (416,670) | | |
Financing cost – derivative warrant liabilities
|
| | | | — | | | | | | (315,080) | | | | | | (315,080) | | |
Interest earned on marketable securities held in Trust
Account |
| | | | 42,685 | | | | | | — | | | | | | 42,685 | | |
Total other (expense) income
|
| | | | 42,685 | | | | | | (731,750) | | | | | | (689,065) | | |
Net loss
|
| | | $ | (45,089) | | | | | $ | (731,750) | | | | | $ | (776,839) | | |
Basic and Diluted weighted-average Class A common stock
|
| | | | 23,000,000 | | | | | | | | | | | | 23,000,000 | | |
Basic and Diluted net loss per Class A common stock
|
| | | $ | 0.00 | | | | | | | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common stock
|
| | | | 5,750,000 | | | | | | (593,407) | | | | | | 5,156,593 | | |
Basic and Diluted net loss per Class B common stock
|
| | | $ | (0.01) | | | | | $ | (0.14) | | | | | $ | (0.15) | | |
| | |
For the Three Months Ended March 31, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (45,089) | | | | | $ | (731,750) | | | | | $ | (776,839) | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | 416,670 | | | | | | 416,670 | | |
Fiancing Cost- derivative warrant liabilities
|
| | | | — | | | | | | 315,080 | | | | | | 315,080 | | |
Initial value of Class A common stock subject to possible redemption
|
| | | | 220,164,430 | | | | | | (11,207,500) | | | | | | 208,956,930 | | |
Change in fair value of Class A common stock subject to possible redemption
|
| | | | (12,310) | | | | | | (416,670) | | | | | | (428,980) | | |
| | |
As of June 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 231,466,990 | | | | | $ | — | | | | | $ | 231,466,990 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities
|
| | | $ | 130,600 | | | | | $ | — | | | | | $ | 130,600 | | |
Deferred underwriting commissions
|
| | | | 6,300,000 | | | | | | — | | | | | | 6,300,000 | | |
Derivative warrant liabilities
|
| | | | — | | | | | | 14,127,170 | | | | | | 14,127,170 | | |
Total liabilities
|
| | | | 6,430,600 | | | | | | 14,127,170 | | | | | | 20,557,770 | | |
Class A common stock, $0.0001 par value; shares subject to
possible redemption |
| | | | 220,036,380 | | | | | | (14,127,170) | | | | | | 205,909,210 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value
|
| | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value
|
| | | | 100 | | | | | | 141 | | | | | | 241 | | |
Class B common stock – $0.0001 par value
|
| | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital
|
| | | | 5,162,459 | | | | | | 3,234,609 | | | | | | 8,397,068 | | |
Accumulated deficit
|
| | | | (163,124) | | | | | | (3,234,750) | | | | | | (3,397,874) | | |
Total stockholders’ equity
|
| | | | 5,000,010 | | | | | | — | | | | | | 5,000,010 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 231,466,990 | | | | | $ | — | | | | | $ | 231,466,990 | | |
| | |
For the Three Months Ended June 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations
|
| | | $ | (194,558) | | | | | $ | — | | | | | $ | (194,558) | | |
Other (expense) income:
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | (2,503,000) | | | | | | (2,503,000) | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 78,823 | | | | | | — | | | | | | 78,823 | | |
Total other (expense) income
|
| | | | 78,823 | | | | | | (2,503,000) | | | | | | (2,424,177) | | |
Net loss
|
| | | $ | (115,735) | | | | | $ | (2,503,000) | | | | | $ | (2,618,735) | | |
Basic and Diluted weighted-average Class A common stock
|
| | | | 23,000,000 | | | | | | | | | | | | 23,000,000 | | |
Basic and Diluted net loss per Class A common stock
|
| | | $ | 0.00 | | | | | | | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common stock
|
| | | | 5,750,000 | | | | | | | | | | | | 5,750,000 | | |
Basic and Diluted net loss per Class B common stock
|
| | | $ | (0.03) | | | | | $ | (0.43) | | | | | $ | (0.46) | | |
| | |
For the Six Months Ended June 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations
|
| | | $ | (282,332) | | | | | $ | — | | | | | $ | (282,332) | | |
Other (expense) income:
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | (2,919,670) | | | | | | (2,919,670) | | |
Financing cost – derivative warrant
liabilities |
| | | | — | | | | | | (315,080) | | | | | | (315,080) | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 121,508 | | | | | | — | | | | | | 121,508 | | |
Total other (expense) income
|
| | | | 121,508 | | | | | | (3,234,750) | | | | | | (3,113,242) | | |
Net loss
|
| | | $ | (160,824) | | | | | $ | (3,234,750) | | | | | $ | (3,395,574) | | |
Basic and Diluted weighted-average Class A common shares outstanding
|
| | | | 23,000,000 | | | | | | — | | | | | | 23,000,000 | | |
Basic and Diluted net loss per Class A share
|
| | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding
|
| | | | 5,750,000 | | | | | | (296,703) | | | | | | 5,453,297 | | |
Basic and Diluted net loss per Class B share
|
| | | $ | (0.04) | | | | | $ | (0.58) | | | | | $ | (0.62) | | |
| | |
For the Six Months Ended June 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (160,824) | | | | | $ | (3,234,750) | | | | | $ | (3,395,574) | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | 2,919,670 | | | | | | 2,919,670 | | |
Fiancing Cost – derivative warrant liabilities
|
| | | | — | | | | | | 315,080 | | | | | | 315,080 | | |
Initial value of Class A common stock subject to possible redemption
|
| | | | 220,164,430 | | | | | | (11,207,500) | | | | | | 208,956,930 | | |
Change in fair value of Class A common stock subject to possible redemption
|
| | | | (128,050) | | | | | | (2,919,670) | | | | | | (3,047,720) | | |
| | |
As of September 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 231,395,659 | | | | | $ | — | | | | | $ | 231,395,659 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities
|
| | | $ | 196,929 | | | | | $ | — | | | | | $ | 196,929 | | |
Deferred underwriting commissions
|
| | | | 6,300,000 | | | | | | — | | | | | | 6,300,000 | | |
Derivative warrant liabilities
|
| | | | — | | | | | | 16,406,170 | | | | | | 16,406,170 | | |
Total liabilities
|
| | | | 6,496,929 | | | | | | 16,406,170 | | | | | | 22,903,099 | | |
Class A common stock, $0.0001 par value; shares subject to
possible redemption |
| | | | 219,898,720 | | | | | | (16,406,170) | | | | | | 203,492,550 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value
|
| | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value
|
| | | | 101 | | | | | | 164 | | | | | | 265 | | |
Class B common stock – $0.0001 par value
|
| | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital
|
| | | | 5,300,118 | | | | | | 5,513,586 | | | | | | 10,813,704 | | |
Accumulated deficit
|
| | | | (300,784) | | | | | | (5,513,750) | | | | | | (5,814,534) | | |
Total stockholders’ equity
|
| | | | 5,000,010 | | | | | | — | | | | | | 5,000,010 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 231,395,659 | | | | | $ | — | | | | | $ | 231,395,659 | | |
| | |
Three Months Ended September 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations
|
| | | $ | (198,480) | | | | | $ | — | | | | | $ | (198,480) | | |
Other (expense) income:
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | (2,279,000) | | | | | | (2,279,000) | | |
Interest income from investments in Trust Account
|
| | | | 73,393 | | | | | | — | | | | | | 73,393 | | |
Income tax expense
|
| | | | (12,573) | | | | | | — | | | | | | (12,573) | | |
Total other (expense) income
|
| | | | 60,820 | | | | | | (2,279,000) | | | | | | (2,218,180) | | |
Net loss
|
| | | $ | (137,660) | | | | | $ | (2,279,000) | | | | | $ | (2,416,660) | | |
Basic and Diluted weighted-average Class A common stock
|
| | | | 23,000,000 | | | | | | | | | | | | 23,000,000 | | |
Basic and Diluted net loss per Class A common stock
|
| | | $ | 0.00 | | | | | | | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common stock
|
| | | | 5,750,000 | | | | | | | | | | | | 5,750,000 | | |
Basic and Diluted net loss per Class B common stock
|
| | | $ | (0.02) | | | | | $ | (0.40) | | | | | $ | (0.42) | | |
| | |
For the Nine Months Ended September 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations
|
| | | $ | (480,812) | | | | | $ | — | | | | | $ | (480,812) | | |
Other (expense) income:
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | (5,198,670) | | | | | | (5,198,670) | | |
Financing cost – derivative warrant
liabilities |
| | | | — | | | | | | (315,080) | | | | | | (315,080) | | |
Interest income from investments in Trust Account
|
| | | | 194,901 | | | | | | — | | | | | | 194,901 | | |
Income tax expense
|
| | | | (12,573) | | | | | | — | | | | | | (12,573) | | |
Total other (expense) income
|
| | | | 182,328 | | | | | | (5,513,750) | | | | | | (5,331,422) | | |
Net loss
|
| | | $ | (298,484) | | | | | $ | (5,513,750) | | | | | $ | (5,812,234) | | |
Basic and Diluted weighted-average Class A common shares outstanding
|
| | | | 23,000,000 | | | | | | — | | | | | | 23,000,000 | | |
Basic and Diluted net loss per Class A share
|
| | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding
|
| | | | 5,750,000 | | | | | | (197,080) | | | | | | 5,552,920 | | |
Basic and Diluted net loss per Class B share
|
| | | $ | (0.05) | | | | | $ | (1.00) | | | | | $ | (1.05) | | |
| | |
For the Nine Months Ended September 30, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (298,484) | | | | | $ | (5,513,750) | | | | | $ | (5,812,234) | | |
Change in fair value of derivative warrant liabilities
|
| | | | — | | | | | | 5,198,670 | | | | | | 5,198,670 | | |
Fiancing Cost – derivative warrant liabilities
|
| | | | — | | | | | | 315,080 | | | | | | 315,080 | | |
Initial value of Class A common stock subject to possible redemption
|
| | | | 220,164,430 | | | | | | (11,207,500) | | | | | | 208,956,930 | | |
Change in fair value of Class A common stock subject to possible redemption
|
| | | | (265,710) | | | | | | (5,198,670) | | | | | | (5,464,380) | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Current | | | | | | | | | | | | | |
Federal
|
| | | $ | 11,434 | | | | | $ | — | | |
State
|
| | | | — | | | | | | — | | |
Deferred | | | | | | | | | | | | | |
Federal
|
| | | | (101,676) | | | | | | (483) | | |
State
|
| | | | — | | | | | | — | | |
Valuation allowance
|
| | | | 101,676 | | | | | | 483 | | |
Income tax provision
|
| | | | 11,434 | | | | | | — | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Start-up/Organization costs
|
| | | $ | 101,676 | | | | | $ | 315 | | |
Net operating loss carryforwards
|
| | | | — | | | | | | 168 | | |
Total deferred tax assets
|
| | | | 101,676 | | | | | | 483 | | |
Valuation allowance
|
| | | | (101,676) | | | | | | (483) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Statutory federal income tax
|
| | | $ | (1,748,979) | | | | | $ | (483) | | |
Change in fair value of derivative warrant liabilities
|
| | | | (1,450,150) | | | | | | — | | |
Financing costs – derivative warrant liabilities
|
| | | | (2,503) | | | | | | — | | |
Change in valuation allowance
|
| | | | 3,213,065 | | | | | | 483 | | |
Income tax expense
|
| | | $ | 11,434 | | | | | $ | — | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash
|
| | | $ | 15,168,657 | | | | | $ | 5,997,530 | | |
Accounts receivable
|
| | | | 19,910,573 | | | | | | 17,145,910 | | |
Other receivables
|
| | | | 652,247 | | | | | | 112,663 | | |
Inventories, net
|
| | | | 4,688,420 | | | | | | 4,354,232 | | |
Prepaid expenses
|
| | | | 1,860,417 | | | | | | 2,109,256 | | |
Deferred transaction costs
|
| | | | 6,084,908 | | | | | | — | | |
Total current assets
|
| | | | 48,365,222 | | | | | | 29,719,591 | | |
Property and equipment, net
|
| | | | 2,792,896 | | | | | | 2,104,225 | | |
Intangible assets, net
|
| | | | 18,781,857 | | | | | | 19,515,569 | | |
Goodwill
|
| | | | 15,680,160 | | | | | | 14,226,674 | | |
Other assets
|
| | | | 183,159 | | | | | | 122,509 | | |
Total assets
|
| | | $ | 85,803,294 | | | | | $ | 65,688,568 | | |
Liabilities and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Current portion of long-term debt
|
| | | $ | 187,500 | | | | | $ | 5,367,758 | | |
Accounts payable
|
| | | | 13,713,608 | | | | | | 12,643,024 | | |
Income taxes payable
|
| | | | 1,777,872 | | | | | | 1,143,956 | | |
Accrued expenses and other current liabilities
|
| | | | 11,813,304 | | | | | | 9,452,120 | | |
Total current liabilities
|
| | | | 27,492,284 | | | | | | 28,606,858 | | |
Long-term debt, net of unamortized debt issuance costs and current portion
|
| | | | 4,690,299 | | | | | | 6,561,238 | | |
Other non-current liabilities
|
| | | | 1,383,373 | | | | | | 806,186 | | |
Deferred income taxes
|
| | | | 1,833,507 | | | | | | 1,612,769 | | |
Total liabilities
|
| | | | 35,399,463 | | | | | | 37,587,051 | | |
6% cumulative preferred shares, $0.001 par value. Authorized 20,000 shares; 11,451 shares issued and outstanding at June 30, 2021 and 10,000 issued and outstanding at December 31, 2020
|
| | | | 100,113,700 | | | | | | 80,113,700 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common shares, $0.0001 par value. Authorized 400,000 shares; 100
shares issued and outstanding at June 30, 2021 and December 31, 2021 |
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 387,352 | | | | | | 294,413 | | |
Accumulated deficit
|
| | | | (50,097,221) | | | | | | (52,306,596) | | |
Total stockholders’ deficit
|
| | | | (49,709,869) | | | | | | (52,012,183) | | |
Total liabilities, cumulative preferred shares and stockholders’ deficit
|
| | | $ | 85,803,294 | | | | | $ | 65,688,568 | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30,
2021 |
| |
June 30,
2020 |
| |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | $ | 29,786,200 | | | | | $ | 29,909,033 | | | | | $ | 59,408,367 | | | | | $ | 57,321,629 | | |
Dispensary
|
| | | | 17,781,800 | | | | | | 15,554,834 | | | | | | 35,399,842 | | | | | | 30,184,568 | | |
Clinical trials & other
|
| | | | 2,275,312 | | | | | | 1,815,723 | | | | | | 3,615,367 | | | | | | 3,793,340 | | |
Total operating revenue
|
| | | | 49,843,312 | | | | | | 47,279,590 | | | | | | 98,423,576 | | | | | | 91,299,537 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs – patient services
|
| | | | 23,573,882 | | | | | | 24,642,604 | | | | | | 46,659,681 | | | | | | 48,752,102 | | |
Direct costs – dispensary
|
| | | | 15,237,093 | | | | | | 12,842,511 | | | | | | 30,359,910 | | | | | | 25,464,586 | | |
Direct costs – clinical trials & other
|
| | | | 143,087 | | | | | | 306,336 | | | | | | 311,758 | | | | | | 620,754 | | |
Selling, general and administrative expense
|
| | | | 11,212,349 | | | | | | 8,547,253 | | | | | | 22,390,429 | | | | | | 17,369,582 | | |
Depreciation and amortization
|
| | | | 794,096 | | | | | | 801,167 | | | | | | 1,571,378 | | | | | | 1,595,744 | | |
Total operating expenses
|
| | | | 50,960,507 | | | | | | 47,139,871 | | | | | | 101,293,156 | | | | | | 93,802,768 | | |
(Loss) income from operations
|
| | | | (1,117,195) | | | | | | 139,719 | | | | | | (2,869,580) | | | | | | (2,503,231) | | |
Other non-operating (income) expense | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 81,411 | | | | | | 110,751 | | | | | | 181,911 | | | | | | 151,870 | | |
Gain on debt extinguishment
|
| | | | (5,186,341) | | | | | | — | | | | | | (5,186,341) | | | | | | — | | |
Other, net
|
| | | | 3,652 | | | | | | (1,018,431) | | | | | | (1,072,144) | | | | | | 6,447,352 | | |
Total other non-operating (income) expense
|
| | | | (5,101,278) | | | | | | (907,680) | | | | | | (6,076,574) | | | | | | 6,599,222 | | |
Income (loss) before provision for income taxes
|
| | | | 3,984,083 | | | | | | 1,047,399 | | | | | | 3,206,994 | | | | | | (9,102,453) | | |
Income tax (expense) benefit
|
| | | | (780,058) | | | | | | (29,211) | | | | | | (997,619) | | | | | | 274,912 | | |
Net income (loss)
|
| | | $ | 3,204,025 | | | | | $ | 1,018,188 | | | | | $ | 2,209,375 | | | | | $ | (8,827,541) | | |
Income (loss) per share attributable to TOI Parent, Inc. common stockholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 27.98 | | | | | $ | 101.82 | | | | | $ | 19.29 | | | | | $ | (882.75) | | |
Diluted
|
| | | | 26.96 | | | | | | 101.82 | | | | | | 18.93 | | | | | | (882.75) | | |
Weighted average number of shares
outstanding: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 114,510 | | | | | | 10,000 | | | | | | 114,510 | | | | | | 10,000 | | |
Diluted
|
| | | | 118,854 | | | | | | 10,000 | | | | | | 116,742 | | | | | | 10,000 | | |
| | |
Cumulative Preferred
Shares |
| |
Common Shares
|
| |
Additional Paid in
Capital |
| |
Accumulated
Deficit |
| |
Total Stockholders’
Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance at December, 31, 2019
|
| | | | 10,000 | | | | | $ | 48,143,362 | | | | | | — | | | | | | — | | | | | $ | 94,007 | | | | | $ | (6,015,023) | | | | | $ | (5,921,016) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,845,729) | | | | | | (9,845,729) | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,106 | | | | | | — | | | | | | 34,106 | | |
Balance at March 31, 2020
|
| | | | 10,000 | | | | | | 48,143,362 | | | | | | — | | | | | | — | | | | | | 128,113 | | | | | | (15,860,752) | | | | | | (15,732,639) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,018,188 | | | | | | 1,018,188 | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,220 | | | | | | — | | | | | | 42,220 | | |
Balance at June 30, 2020
|
| | | | 10,000 | | | | | $ | 48,143,362 | | | | | | — | | | | | | — | | | | | $ | 170,333 | | | | | $ | (14,842,564) | | | | | $ | (14,672,231) | | |
| | |
Cumulative Preferred
Shares |
| |
Common Shares
|
| |
Additional Paid in
Capital |
| |
Accumulated
Deficit |
| |
Total Stockholders’
Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance at December, 31, 2020
|
| | | | 10,000 | | | | | $ | 80,113,700 | | | | | | 100 | | | | | | — | | | | | $ | 294,413 | | | | | $ | (52,306,596) | | | | | $ | (52,012,183) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (994,650) | | | | | | (994,650) | | |
Series A Preferred Shares issued
|
| | | | 1,451 | | | | | | 20,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,667 | | | | | | — | | | | | | 41,667 | | |
Balance at March 31, 2021
|
| | | | 11,451 | | | | | | 100,113,700 | | | | | | 100 | | | | | | — | | | | | | 336,080 | | | | | | (53,301,246) | | | | | | (52,965,166) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,204,025 | | | | | | 3,204,025 | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,272 | | | | | | — | | | | | | 51,272 | | |
Balance at June 30, 2021
|
| | | | 11,451 | | | | | $ | 100,113,700 | | | | | | 100 | | | | | | — | | | | | $ | 387,352 | | | | | $ | (50,097,221) | | | | | $ | (49,709,869) | | |
| | |
Six Months Ended
|
| |||||||||
| | |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 2,209,375 | | | | | $ | (8,827,541) | | |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 1,571,378 | | | | | | 1,595,744 | | |
Amortization of debt issuance costs
|
| | | | 35,311 | | | | | | 24,136 | | |
Impairment loss
|
| | | | — | | | | | | 7,500,000 | | |
Share-based compensation
|
| | | | 92,939 | | | | | | 76,326 | | |
Deferred tax liability
|
| | | | 220,738 | | | | | | (920,948) | | |
Gain on debt extinguishment
|
| | | | (5,186,341) | | | | | | — | | |
Bad debt recovery
|
| | | | (721,522) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (1,794,326) | | | | | | (3,589,187) | | |
Inventories
|
| | | | (271,532) | | | | | | (1,210,607) | | |
Other receivables
|
| | | | (390,186) | | | | | | 118,138 | | |
Prepaid expenses
|
| | | | 248,839 | | | | | | (22,413) | | |
Other current assets
|
| | | | (6,084,908) | | | | | | — | | |
Other assets
|
| | | | (60,650) | | | | | | (12,069) | | |
Accrued expenses and other current liabilities
|
| | | | 1,487,231 | | | | | | 4,210,460 | | |
Income taxes payable
|
| | | | 633,916 | | | | | | 588,336 | | |
Accounts payable
|
| | | | 950,584 | | | | | | 4,601,386 | | |
Other non-current liabilities
|
| | | | 393,358 | | | | | | (128,994) | | |
Net cash provided by (used in) operating activities
|
| | | | (6,665,796) | | | | | | 4,002,767 | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (1,026,337) | | | | | | (568,595) | | |
Purchases of intangible asset in acquisition
|
| | | | (200,000) | | | | | | — | | |
Cash paid for acquisition, net
|
| | | | (827,457) | | | | | | (150,000) | | |
Issuance of notes receivable
|
| | | | — | | | | | | (7,500,000) | | |
Net cash (used in) investing activities
|
| | | | (2,053,794) | | | | | | (8,218,595) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from issuance of long-term debt, net
|
| | | | — | | | | | | 12,492,758 | | |
Principal payments on long-term debt
|
| | | | (2,093,750) | | | | | | (93,750) | | |
Principal payments on capital leases
|
| | | | (15,533) | | | | | | (18,407) | | |
Deferred offering costs
|
| | | | — | | | | | | (342,500) | | |
Issuance of preferred stock
|
| | | | 20,000,000 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 17,890,717 | | | | | | 12,038,101 | | |
Net increase in cash
|
| | | | 9,171,127 | | | | | | 7,822,273 | | |
Cash at beginning of period
|
| | | | 5,997,530 | | | | | | 2,446,201 | | |
Cash at end of period
|
| | | $ | 15,168,657 | | | | | $ | 10,268,474 | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | | | |
Interest and principal forgiven from Paycheck Protection Program loans
|
| | | $ | 5,186,341 | | | | | $ | 99,618 | | |
Capital leases obtained in exchange for capital lease liabilities
|
| | | | — | | | | | | — | | |
Cash paid for:
|
| | | | | | | | | | | | |
Income taxes
|
| | | $ | 252,537 | | | | | $ | 57,700 | | |
Interest
|
| | | | 137,119 | | | | | | 82,081 | | |
| | |
Six Months Ended
|
| |||||||||
| | |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||
Percentage of net revenue: | | | | | | | | | | | | | |
Payor A
|
| | | | 17% | | | | | | 16% | | |
Payor B
|
| | | | 14% | | | | | | 16% | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Percentage of gross receivables: | | | | | | | | | | | | | |
Payor B
|
| | | | 36% | | | | | | 11% | | |
Payor D
|
| | | | 28% | | | | | | 21% | | |
Payor E
|
| | | | 11% | | | | | | 2% | | |
Payor F
|
| | | | 13% | | | | | | 5% | | |
| | |
Six Months Ended
|
| |||||||||
| | |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||
Percentage of cost of sales: | | | | | | | | | | | | | |
Vendor A
|
| | | | 49% | | | | | | 55% | | |
Vendor B
|
| | | | 49% | | | | | | 44% | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Percentage of gross payables: | | | | | | | | | | | | | |
Vendor A
|
| | | | 44% | | | | | | 42% | | |
Vendor B
|
| | | | 42% | | | | | | 48% | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Oral drug accounts receivable
|
| | | $ | 2,353,683 | | | | | $ | 2,307,872 | | |
Capitated accounts receivable
|
| | | | 1,016,588 | | | | | | 353,250 | | |
FFS accounts receivable
|
| | | | 12,686,219 | | | | | | 10,962,394 | | |
Clinical trials accounts receivable
|
| | | | 1,791,539 | | | | | | 1,718,846 | | |
Other trade receivables
|
| | | | 2,062,544 | | | | | | 1,803,548 | | |
Total
|
| | | $ | 19,910,573 | | | | | $ | 17,145,910 | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30,
2021 |
| |
June 30,
2020 |
| |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||||||||
Patient services | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitated revenue
|
| | | $ | 12,897,219 | | | | | $ | 8,952,086 | | | | | $ | 25,227,361 | | | | | $ | 16,457,534 | | |
FFS revenue
|
| | | | 16,888,981 | | | | | | 20,956,947 | | | | | | 34,181,006 | | | | | | 40,864,095 | | |
Subtotal
|
| | | | 29,786,200 | | | | | | 29,909,033 | | | | | | 59,408,367 | | | | | | 57,321,629 | | |
Dispensary revenue
|
| | | | 17,781,800 | | | | | | 15,554,834 | | | | | | 35,399,842 | | | | | | 30,184,568 | | |
Clinical research trials and other revenue
|
| | | | 2,275,312 | | | | | | 1,815,723 | | | | | | 3,615,367 | | | | | | 3,793,340 | | |
Total
|
| | | $ | 49,843,312 | | | | | $ | 47,279,590 | | | | | $ | 98,423,576 | | | | | $ | 91,299,537 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Oral drug inventory
|
| | | $ | 1,095,698 | | | | | $ | 1,414,250 | | |
IV drug inventory
|
| | | | 3,592,722 | | | | | | 2,939,982 | | |
Total
|
| | | $ | 4,688,420 | | | | | $ | 4,354,232 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Financial assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 15,168,657 | | | | | $ | 5,997,530 | | |
Accounts receivable
|
| | | | 19,910,573 | | | | | | 17,145,910 | | |
Other receivables
|
| | | | 652,247 | | | | | | 112,663 | | |
Financial liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 13,713,608 | | | | | $ | 12,643,024 | | |
| | |
Useful lives
|
| |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Computers and software
|
| |
60 months
|
| | | $ | 611,854 | | | | | $ | 424,099 | | |
Office furniture
|
| |
80 months
|
| | | | 288,961 | | | | | | 270,761 | | |
Leasehold improvements
|
| |
Shorter of lease term or estimated useful life
|
| | | | 2,460,868 | | | | | | 1,684,889 | | |
Medical equipment
|
| |
60 months
|
| | | | 585,280 | | | | | | 515,386 | | |
Construction in progress
|
| | | | | | | 179,233 | | | | | | 204,724 | | |
Equipment capital lease
assets |
| |
Shorter of lease term or estimated useful life
|
| | | | 162,769 | | | | | | 162,769 | | |
Less: accumulated
depreciation |
| | | | | | | (1,496,069) | | | | | | (1,158,403) | | |
Total property and equipment, net
|
| | | | | | $ | 2,792,896 | | | | | $ | 2,104,225 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Compensation, including bonuses, fringe benefits and payroll taxes
|
| | | $ | 4,196,600 | | | | | $ | 3,809,631 | | |
Deferred revenue and refund liabilities
|
| | | | 2,447,654 | | | | | | 3,378,905 | | |
Other liabilities
|
| | | | 5,169,050 | | | | | | 2,263,584 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 11,813,304 | | | | | $ | 9,452,120 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Capital leases: | | | | | | | | | | | | | |
Machinery and equipment
|
| | | $ | 162,769 | | | | | $ | 162,769 | | |
Accumulated amortization
|
| | | | (54,257) | | | | | | (37,980) | | |
Property, plant, and equipment, net
|
| | | | 108,512 | | | | | | 124,789 | | |
Current installments of obligations under capital leases
|
| | | | 31,955 | | | | | | 31,191 | | |
Long-term portion of obligations under capital leases
|
| | | | 80,873 | | | | | | 97,044 | | |
Total capital lease obligations
|
| | | $ | 112,828 | | | | | $ | 128,235 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
1% Paycheck Protection Program Loan, due May 13, 2022
|
| | | $ | — | | | | | $ | 2,000,000 | | |
1% Small Business Administration Loan, due May 2, 2022
|
| | | | — | | | | | | 2,992,758 | | |
Current portion of term loan payable
|
| | | | 187,500 | | | | | | 375,000 | | |
Short-term debt and current portion of long-term debt
|
| | | $ | 187,500 | | | | | $ | 5,367,758 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR plus applicable margin, due February 26, 2025
|
| | | $ | 5,125,000 | | | | | $ | 7,218,750 | | |
Total long-term debt
|
| | | | 5,125,000 | | | | | | 7,218,750 | | |
Less: | | | | | | | | | | | | | |
Unamortized debt issuance costs
|
| | | | 247,201 | | | | | | 282,512 | | |
Current portion
|
| | | | 187,500 | | | | | | 375,000 | | |
Long-term debt, net of unamortized debt issuance costs and current portion
|
| | | $ | 4,690,299 | | | | | $ | 6,561,238 | | |
Option-pricing method
|
| | | | |||
Valuation date
|
| |
11/6/2020
|
| | ||
Liquidity event date
|
| |
12/31/2024
|
| | ||
Time to liquidity
|
| |
4.15 years
|
| | ||
Total equity value
|
| |
$82,000,000
|
| | ||
Annual dividend rate for common stock
|
| |
0.0%
|
| | ||
Annualized volatility
|
| |
40.0%
|
| | ||
Risk-free rate (continuously compounding)
|
| |
0.3%
|
| | ||
Common-stock equivalent method | | | | | | ||
Valuation date
|
| |
11/6/2020
|
| | ||
Liquidity event date
|
| |
12/31/2024
|
| | ||
Time to liquidity
|
| |
4.15 years
|
| | ||
Total equity value
|
| |
$82,000,000
|
| | ||
Value per common stock equivalent
|
| |
$562.06
|
| |
| | |
2021
|
|
Valuation assumptions | | | | |
Expected dividend yield
|
| |
—%
|
|
Expected volatility
|
| |
38.6% and 40.2%
|
|
Risk-free interest rate
|
| |
0.76% to 1.12%
|
|
Expected term (years)
|
| |
7
|
|
Stock options
|
| |
Number
of shares |
| |
Weighted
average exercise price |
| |
Weighted
average remaining contractual term |
| |
Aggregate
intrinsic value |
| ||||||||||||
Balance at January 1, 2021
|
| | | | 14,860.00 | | | | | $ | 497.95 | | | | | | | | | | | | | | |
Granted
|
| | | | 2,023.00 | | | | | | 630.00 | | | | | | | | | | | | | | |
Exercised
|
| | | | — | | | | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | (1,138.00) | | | | | | 499.94 | | | | | | | | | | | | | | |
Expired
|
| | | | — | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2021
|
| | | | 15,745.00 | | | | | $ | 514.77 | | | | | | 8.57 | | | | | $ | — | | |
Vested options exercisable at June 30, 2021
|
| | | | 2,023.23 | | | | | $ | 496.78 | | | | | | 7.94 | | | | | $ | — | | |
| | |
Number
of shares |
| |||
Balance at January 1, 2021
|
| | | | 238 | | |
Granted
|
| | | | — | | |
Forfeited
|
| | | | (4) | | |
Balance at June 30, 2021
|
| | | | 234 | | |
| | |
Capital
leases |
| |
Operating
leases |
| ||||||
Year ending December 31: | | | | | | | | | | | | | |
2021
|
| | | $ | 18,368 | | | | | $ | 1,760,576 | | |
2022
|
| | | | 36,736 | | | | | | 3,224,990 | | |
2023
|
| | | | 36,736 | | | | | | 2,933,446 | | |
2024
|
| | | | 30,614 | | | | | | 2,444,738 | | |
2025
|
| | | | — | | | | | | 1,906,328 | | |
Thereafter
|
| | | | — | | | | | | 1,572,860 | | |
Total minimum lease payments
|
| | | $ | 122,454 | | | | | $ | 13,842,938 | | |
Less: amount representing interest (6% interest rate)
|
| | | | (9,626) | | | | | | | | |
Present value of net minimum capital lease payments
|
| | | | 112,828 | | | | | | | | |
Less current installments of obligations under capital leases
|
| | | | (31,955) | | | | | | | | |
Obligations under capital leases, excluding current installments
|
| | | $ | 80,873 | | | | | | | | |
| Consideration: | | | | | | | |
|
Cash
|
| | | $ | 892,500 | | |
|
Deferred consideration arrangement
|
| | | | 817,500 | | |
|
Fair value of total consideration transferred
|
| | | $ | 1,710,000 | | |
| Estimated fair value of assets acquired and liabilities assumed: | | | | | | | |
|
Cash
|
| | | | 65,042 | | |
|
Accounts receivable
|
| | | | 248,816 | | |
|
Inventory
|
| | | | 62,656 | | |
|
Other receivables
|
| | | | 149,398 | | |
|
Goodwill
|
| | | | 1,453,486 | | |
|
Total assets acquired
|
| | | $ | 1,979,398 | | |
|
Accounts payable
|
| | | | 120,000 | | |
|
Debt, inclusive of PPP
|
| | | | 149,398 | | |
|
Total liabilities assumed
|
| | | $ | 269,398 | | |
|
Net assets acquired
|
| | | $ | 1,710,000 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash
|
| | | $ | 1,481,659 | | | | | $ | 19,502 | | |
Accounts receivable
|
| | | | 19,910,573 | | | | | | 17,145,910 | | |
Other receivables
|
| | | | 506,669 | | | | | | 49,163 | | |
Inventories, net
|
| | | | 4,688,420 | | | | | | 4,354,232 | | |
Prepaid expenses and other current assets
|
| | | | 698,704 | | | | | | 719,063 | | |
Total current assets
|
| | | | 27,286,025 | | | | | | 22,287,870 | | |
Intangible assets, net
|
| | | | 491,667 | | | | | | — | | |
Other assets
|
| | | | 251,250 | | | | | | 200,600 | | |
Goodwill
|
| | | | 150,000 | | | | | | 150,000 | | |
Total assets
|
| | | $ | 28,178,942 | | | | | $ | 22,638,470 | | |
Liabilities | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 12,396,904 | | | | | $ | 11,953,239 | | |
Accrued expenses and other current liabilities
|
| | | | 5,190,310 | | | | | | 5,818,538 | | |
Income taxes payable
|
| | | | 220,046 | | | | | | 220,046 | | |
Current portion of long-term debt
|
| | | | — | | | | | | 2,000,000 | | |
Amounts due to affiliates
|
| | | | 29,468,575 | | | | | | 19,883,097 | | |
Total current liabilities
|
| | | | 47,275,835 | | | | | | 39,874,920 | | |
Other non-current liabilities
|
| | | | 757,591 | | | | | | 551,228 | | |
Total liabilities
|
| | | $ | 48,033,426 | | | | | $ | 40,426,148 | | |
| | |
Weighted average
amortization period |
| |
Gross carrying
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||
Intangible assets | | | | | | | | | | | | | | | | | | | | | | |
Amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | |
Payor contracts
|
| |
10 years
|
| | | $ | 19,400,000 | | | | | $ | (5,209,174) | | | | | $ | 14,190,826 | | |
Trade names
|
| |
10 years
|
| | | | 4,170,000 | | | | | | (1,147,487) | | | | | | 3,022,513 | | |
Clinical contracts
|
| |
10 years
|
| | | | 2,164,000 | | | | | | (595,482) | | | | | | 1,568,518 | | |
Total intangible assets
|
| | | | | | $ | 25,734,000 | | | | | $ | (6,952,143) | | | | | $ | 18,781,857 | | |
| | |
Weighted average
amortization period |
| |
Gross carrying
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||
Intangible assets | | | | | | | | | | | | | | | | | | | | | | |
Amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | |
Payor contracts
|
| |
10 years
|
| | | $ | 18,900,000 | | | | | $ | (4,283,045) | | | | | $ | 14,616,955 | | |
Trade names
|
| |
10 years
|
| | | | 4,170,000 | | | | | | (944,989) | | | | | | 3,225,011 | | |
Clinical contracts
|
| |
10 years
|
| | | | 2,164,000 | | | | | | (490,397) | | | | | | 1,673,603 | | |
Total intangible assets
|
| | | | | | $ | 25,234,000 | | | | | $ | (5,718,431) | | | | | $ | 19,515,569 | | |
| | |
Amount
|
| |||
Year ending December 31: | | | | | | | |
Remainder of 2021
|
| | | $ | 1,250,378 | | |
2022
|
| | | | 2,500,757 | | |
2023
|
| | | | 2,500,757 | | |
2024
|
| | | | 2,500,757 | | |
2025
|
| | | | 2,500,757 | | |
Thereafter | | | | | 7,528,451 | | |
Total
|
| | | $ | 18,781,857 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Patient services
|
| | | $ | 10,497,489 | | | | | $ | 9,044,003 | | |
Dispensary
|
| | | | 4,551,002 | | | | | | 4,551,002 | | |
Clinical trials & other
|
| | | | 631,669 | | | | | | 631,669 | | |
Total goodwill
|
| | | $ | 15,680,160 | | | | | $ | 14,226,674 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Balance as of January 1 : | | | | | | | | | | | | | |
Gross goodwill
|
| | | $ | 14,226,674 | | | | | $ | 14,076,674 | | |
Goodwill acquired during the period
|
| | | | 1,453,486 | | | | | | 150,000 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Accumulated impairment losses
|
| | | | — | | | | | | — | | |
Goodwill, net as of June 30 and December 31
|
| | | $ | 15,680,160 | | | | | $ | 14,226,674 | | |
|
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30, 2021
|
| |
June 30, 2020
|
| |
June 30, 2021
|
| |
June 30, 2020
|
| ||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 3,204,025 | | | | | $ | 1,018,188 | | | | | $ | 2,209,375 | | | | | $ | (8,827,541) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic weighted average shares outstanding(1)
|
| | | | 114,510 | | | | | | 10,000 | | | | | | 114,510 | | | | | | 10,000 | | |
Effect of dilutive securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock options
|
| | | | 4,344 | | | | | | — | | | | | | 2,232 | | | | | | — | | |
Diluted weighted average shares outstanding(1)
|
| | | | 118,854 | | | | | | 10,000 | | | | | | 116,742 | | | | | | 10,000 | | |
Income (loss) per share attributable to TOI Parent, Inc. common stockholders
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 27.98 | | | | | | 101.82 | | | | | | 19.29 | | | | | | (882.75) | | |
Diluted
|
| | | | 26.96 | | | | | | 101.82 | | | | | | 18.93 | | | | | | (882.75) | | |
| | |
Three Months Ended
|
| |
Six Months Ended
|
| ||||||||||||||||||
| | |
June 30, 2021
|
| |
June 30, 2020
|
| |
June 30, 2021
|
| |
June 30, 2020
|
| ||||||||||||
Stock Options(1)
|
| | | | — | | | | | | 12,445 | | | | | | — | | | | | | 12,445 | | |
| | |
Six Months Ended
|
| |||||||||
| | |
June 30, 2021
|
| |
June 30, 2020
|
| ||||||
Revenue | | | | | | | | | | | | | |
Patient services
|
| | | $ | 59,408,367 | | | | | $ | 57,321,629 | | |
Dispensary
|
| | | | 35,399,842 | | | | | | 30,184,568 | | |
Clinical trials & other
|
| | | | 3,615,367 | | | | | | 3,793,340 | | |
Consolidated revenue
|
| | | | 98,423,576 | | | | | | 91,299,537 | | |
Direct costs | | | | | | | | | | | | | |
Patient services
|
| | | | 46,659,681 | | | | | | 48,752,102 | | |
Dispensary
|
| | | | 30,359,910 | | | | | | 25,464,586 | | |
Clinical trials & other
|
| | | | 311,758 | | | | | | 620,754 | | |
Total segment direct costs
|
| | | | 77,331,349 | | | | | | 74,837,442 | | |
Depreciation expense | | | | | | | | | | | | | |
Patient services
|
| | | | 265,770 | | | | | | 262,082 | | |
Dispensary
|
| | | | 435 | | | | | | — | | |
Clinical trials & other
|
| | | | 55,380 | | | | | | 46,476 | | |
Total segment depreciation expense
|
| | | | 321,585 | | | | | | 308,558 | | |
Amortization of intangible assets | | | | | | | | | | | | | |
Patient services
|
| | | | 1,128,627 | | | | | | 1,153,500 | | |
Dispensary
|
| | | | — | | | | | | — | | |
Clinical trials & other
|
| | | | 105,085 | | | | | | 108,200 | | |
Total segment amortization
|
| | | | 1,233,712 | | | | | | 1,261,700 | | |
Segment operating income | | | | | | | | | | | | | |
Patient services
|
| | | | 11,354,289 | | | | | | 7,153,945 | | |
Dispensary
|
| | | | 5,039,497 | | | | | | 4,719,982 | | |
Clinical trials & other
|
| | | | 3,143,144 | | | | | | 3,017,910 | | |
Total segment operating income
|
| | | | 19,536,930 | | | | | | 14,891,837 | | |
Selling, general and administrative expense
|
| | | | 22,390,429 | | | | | | 17,369,582 | | |
Non-segment depreciation and amortization
|
| | | | 16,081 | | | | | | 25,486 | | |
Total consolidated operating (loss)
|
| | | $ | (2,869,580) | | | | | $ | (2,503,231) | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Assets
|
| | | | | | | | | | | | |
Patient services
|
| | | $ | 40,653,370 | | | | | $ | 36,445,920 | | |
Dispensary
|
| | | | 4,217,841 | | | | | | 4,318,946 | | |
Clinical trials & other
|
| | | | 11,302,718 | | | | | | 5,486,965 | | |
Non-segment assets
|
| | | | 29,629,365 | | | | | | 19,436,737 | | |
Total assets
|
| | | $ | 85,803,294 | | | | | $ | 65,688,568 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash
|
| | | $ | 5,997,530 | | | | | $ | 2,446,201 | | |
Accounts receivable
|
| | | | 17,145,910 | | | | | | 14,616,261 | | |
Other receivables
|
| | | | 112,663 | | | | | | 118,156 | | |
Inventories, net
|
| | | | 4,354,232 | | | | | | 3,888,988 | | |
Prepaid expenses
|
| | | | 2,109,256 | | | | | | 723,058 | | |
Total current assets
|
| | | | 29,719,591 | | | | | | 21,792,664 | | |
Property and equipment, net
|
| | | | 2,104,225 | | | | | | 1,550,903 | | |
Intangible assets, net
|
| | | | 19,515,569 | | | | | | 22,002,646 | | |
Goodwill
|
| | | | 14,226,674 | | | | | | 14,076,674 | | |
Other assets
|
| | | | 122,509 | | | | | | 97,851 | | |
Total assets
|
| | | $ | 65,688,568 | | | | | $ | 59,520,738 | | |
Liabilities and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Current portion of long-term debt
|
| | | $ | 5,367,758 | | | | | $ | — | | |
Accounts payable
|
| | | | 12,643,024 | | | | | | 8,885,431 | | |
Income taxes payable
|
| | | | 1,143,956 | | | | | | 488,737 | | |
Accrued expenses and other current liabilities
|
| | | | 9,452,120 | | | | | | 4,211,283 | | |
Total current liabilities
|
| | | | 28,606,858 | | | | | | 13,585,451 | | |
Long-term debt, net of unamortized debt issuance costs and current portion
|
| | | | 6,561,238 | | | | | | — | | |
Other non-current liabilities
|
| | | | 806,186 | | | | | | 756,425 | | |
Deferred income taxes
|
| | | | 1,612,769 | | | | | | 2,956,516 | | |
Total liabilities
|
| | | | 37,587,051 | | | | | | 17,298,392 | | |
6% cumulative Series A Preferred Shares, $0.001 par value. Authorized 20,000 shares; 10,000 shares issued and outstanding at December 31, 2020 and December 31, 2019
|
| | | | 80,113,700 | | | | | | 48,143,362 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common shares, $0.0001 par value. Authorized 400,000 shares; 100 shares
issued and outstanding at December 31, 2020 and zero shares issued and outstanding as of December 31, 2019 |
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 294,413 | | | | | | 94,007 | | |
Accumulated deficit
|
| | | | (52,306,596) | | | | | | (6,015,023) | | |
Total stockholders’ deficit
|
| | | | (52,012,183) | | | | | | (5,921,016) | | |
Total liabilities, cumulative preferred shares and stockholders’ deficit
|
| | | $ | 65,688,568 | | | | | $ | 59,520,738 | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Period from
September 20, 2018 through December 31, 2018 |
| | |
Period from
January 1, 2018 through September 19, 2018 |
| ||||||||||||
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | $ | 116,816,797 | | | | | $ | 97,624,881 | | | | | $ | 21,284,785 | | | | | | $ | 48,527,028 | | |
Dispensary
|
| | | | 63,889,875 | | | | | | 49,953,992 | | | | | | 13,201,609 | | | | | | | 26,757,955 | | |
Clinical trials & other
|
| | | | 6,807,989 | | | | | | 7,826,311 | | | | | | 2,872,995 | | | | | | | 515,742 | | |
Total operating revenue
|
| | | | 187,514,661 | | | | | | 155,405,184 | | | | | | 37,359,389 | | | | | | | 75,800,725 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs – patient services
|
| | | | 95,746,831 | | | | | | 81,053,345 | | | | | | 16,650,583 | | | | | | | 34,454,497 | | |
Direct costs – dispensary
|
| | | | 53,906,958 | | | | | | 43,455,898 | | | | | | 12,015,032 | | | | | | | 23,492,682 | | |
Direct costs – clinical trials & other
|
| | | | 981,896 | | | | | | 955,321 | | | | | | 265,733 | | | | | | | — | | |
Selling, general and administrative
expense |
| | | | 41,897,302 | | | | | | 29,643,511 | | | | | | 8,833,475 | | | | | | | 11,555,910 | | |
Depreciation and amortization
|
| | | | 3,177,577 | | | | | | 2,941,861 | | | | | | 764,462 | | | | | | | 338,196 | | |
Total operating expenses
|
| | | | 195,710,564 | | | | | | 158,049,936 | | | | | | 38,529,285 | | | | | | | 69,841,285 | | |
| | | | | | | | | | | | | | | | | | | | | | | | — | | |
(Loss) income from operations
|
| | | | (8,195,903) | | | | | | (2,644,752) | | | | | | (1,169,896) | | | | | | | 5,959,440 | | |
Other non-operating expense (income) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 347,060 | | | | | | 3,375 | | | | | | 1,592 | | | | | | | — | | |
Other, net
|
| | | | 6,271,095 | | | | | | (10,000) | | | | | | — | | | | | | | (72,767) | | |
Total other non-operating expense (income)
|
| | | | 6,618,155 | | | | | | (6,625) | | | | | | 1,592 | | | | | | | (72,767) | | |
(Loss) income before provision for income
taxes |
| | | | (14,814,058) | | | | | | (2,638,127) | | | | | | (1,171,488) | | | | | | | 6,032,207 | | |
Income tax (expense) benefit
|
| | | | 492,823 | | | | | | (1,383,268) | | | | | | (822,140) | | | | | | | (90,605) | | |
Net (loss) income
|
| | | $ | (14,321,235) | | | | | $ | (4,021,395) | | | | | $ | (1,993,628) | | | | | | $ | 5,941,602 | | |
(Loss) income per share attributable to TOI Parent, Inc. common stockholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (602.09) | | | | | $ | (402.14) | | | | | $ | (199.36) | | | | | | | | | |
Weighted-average number of shares outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 23,786 | | | | | | 10,000 | | | | | | 10,000 | | | | | | | | | |
| | |
Cumulative Preferred Shares
|
| |
Common Shares
|
| |
Additional paid
in capital |
| |
Retained
Earnings/ (Accumulated Deficit) |
| |
Total
Stockholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance at December 31, 2017
|
| | | | — | | | | | $ | — | | | | | | 1,000 | | | | | $ | 10,000 | | | | | $ | — | | | | | $ | 7,801,351 | | | | | $ | 7,811,351 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,941,602 | | | | | | 5,941,602 | | |
Dividends paid
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,200,414) | | | | | | (8,200,414) | | |
Balance at September 19, 2018 (Predecessor)
|
| | | | — | | | | | $ | — | | | | | | 1,000 | | | | | $ | 10,000 | | | | | $ | — | | | | | $ | 5,542,539 | | | | | $ | 5,552,539 | | |
Balance at September 19, 2018 (Successor)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,993,628) | | | | | | (1,993,628) | | |
Series A Preferred Shares issued
|
| | | | 10,000 | | | | | | 48,143,362 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance at December, 31, 2018
|
| | | | 10,000 | | | | | | 48,143,362 | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,993,628) | | | | | | (1,993,628) | | |
Net (loss) income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,021,395) | | | | | | (4,021,395) | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,007 | | | | | | — | | | | | | 94,007 | | |
Balance at December, 31, 2019
|
| | | | 10,000 | | | | | | 48,143,362 | | | | | | — | | | | | | — | | | | | | 94,007 | | | | | | (6,015,023) | | | | | | (5,921,016) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,321,235) | | | | | | (14,321,235) | | |
Exercise of common share options
|
| | | | — | | | | | | — | | | | | | 100 | | | | | | — | | | | | | 49,610 | | | | | | — | | | | | | 49,610 | | |
Deemed dividend on extinguishment of Series A Preferred Share
re-issuance |
| | | | — | | | | | | 31,970,338 | | | | | | — | | | | | | — | | | | | | — | | | | | | (31,970,338) | | | | | | (31,970,338) | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,796 | | | | | | — | | | | | | 150,796 | | |
Balance at December, 31, 2020
|
| | | | 10,000 | | | | | $ | 80,113,700 | | | | | | 100 | | | | | $ | — | | | | | $ | 294,413 | | | | | $ | (52,306,596) | | | | | $ | (52,012,183) | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Period from
September 20, 2018 through December 31, 2018 |
| | |
Period from
January 1, 2018 through September 19, 2018 |
| ||||||||||||
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income
|
| | | $ | (14,321,235) | | | | | $ | (4,021,395) | | | | | $ | (1,993,628) | | | | | | $ | 5,941,602 | | |
Adjustments to reconcile net (loss) income to
cash provided by operating activities: |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 3,177,577 | | | | | | 2,941,861 | | | | | | 764,462 | | | | | | | 338,196 | | |
Bad debt expense
|
| | | | 4,233,053 | | | | | | 326,926 | | | | | | — | | | | | | | — | | |
Amortization of debt issuance costs
|
| | | | 59,988 | | | | | | — | | | | | | — | | | | | | | — | | |
Impairment loss
|
| | | | 7,500,000 | | | | | | — | | | | | | — | | | | | | | — | | |
Share-based compensation
|
| | | | 150,796 | | | | | | 94,007 | | | | | | — | | | | | | | — | | |
Deferred tax liability
|
| | | | (1,343,747) | | | | | | 824,762 | | | | | | 731,102 | | | | | | | (42,337) | | |
Loss on disposal of property and equipment
|
| | | | 59,882 | | | | | | — | | | | | | — | | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (6,762,702) | | | | | | (4,329,451) | | | | | | 484,122 | | | | | | | (1,870,752) | | |
Inventories
|
| | | | (465,244) | | | | | | (1,132,669) | | | | | | (48,679) | | | | | | | (248,087) | | |
Other receivables
|
| | | | 5,493 | | | | | | (110,383) | | | | | | (7,773) | | | | | | | 711,027 | | |
Prepaid expenses
|
| | | | (1,386,198) | | | | | | (250,932) | | | | | | (333,644) | | | | | | | 188,750 | | |
Other assets
|
| | | | (24,658) | | | | | | (97,851) | | | | | | 5,965 | | | | | | | (734,567) | | |
Accrued expenses and other current
liabilities |
| | | | 5,209,646 | | | | | | 2,770,651 | | | | | | (6,112,671) | | | | | | | 1,472,185 | | |
Income taxes payable
|
| | | | 655,219 | | | | | | 390,061 | | | | | | (17,401) | | | | | | | 116,077 | | |
Accounts payable
|
| | | | 3,757,593 | | | | | | 5,526,896 | | | | | | 3,221,546 | | | | | | | 2,852,903 | | |
Noncurrent liabilities
|
| | | | 2,776 | | | | | | 682,777 | | | | | | 23,589 | | | | | | | 199,826 | | |
Net cash provided by (used in) operating
activities |
| | | | 508,239 | | | | | | 3,615,260 | | | | | | (3,283,010) | | | | | | | 8,924,823 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (1,194,121) | | | | | | (1,204,563) | | | | | | (369,649) | | | | | | | (326,312) | | |
Cash paid for acquisition
|
| | | | (150,000) | | | | | | — | | | | | | 3,184,660 | | | | | | | — | | |
Issuance of notes receivable
|
| | | | (7,500,000) | | | | | | — | | | | | | — | | | | | | | — | | |
Net cash (used in) provided by investing
activities |
| | | | (8,844,121) | | | | | | (1,204,563) | | | | | | 2,815,011 | | | | | | | (326,312) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of long-term debt, net
|
| | | | 12,492,758 | | | | | | — | | | | | | — | | | | | | | — | | |
Principal payments on long-term debt
|
| | | | (281,250) | | | | | | — | | | | | | — | | | | | | | — | | |
Principal payments on capital leases
|
| | | | (31,407) | | | | | | (1,814) | | | | | | — | | | | | | | — | | |
Deferred offering costs
|
| | | | (342,500) | | | | | | — | | | | | | — | | | | | | | — | | |
Exercise of common share options
|
| | | | 49,610 | | | | | | — | | | | | | — | | | | | | | — | | |
Dividends paid
|
| | | | — | | | | | | — | | | | | | — | | | | | | | (8,200,414) | | |
Net cash provided by (used in) financing activities
|
| | | | 11,887,211 | | | | | | (1,814) | | | | | | — | | | | | | | (8,200,414) | | |
Net increase (decrease) in cash
|
| | | | 3,551,329 | | | | | | 2,408,883 | | | | | | (467,999) | | | | | | | 398,097 | | |
Cash at beginning of year
|
| | | | 2,446,201 | | | | | | 37,318 | | | | | | 505,317 | | | | | | | 52,003 | | |
Cash at end of year
|
| | | $ | 5,997,530 | | | | | $ | 2,446,201 | | | | | $ | 37,318 | | | | | | $ | 450,100 | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash paid for:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Income taxes
|
| | | $ | 207,454 | | | | | $ | 61,273 | | | | | $ | 155,941 | | | | | | $ | 16,865 | | |
Interest
|
| | | | 226,764 | | | | | | 3,375 | | | | | | 1,592 | | | | | | | — | | |
Supplemental of non-cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Capital leases obtained in exchange for capital lease
liabilities |
| | | | 99,619 | | | | | | 63,151 | | | | | | — | | | | | | | — | | |
Deemed dividend on extinguishment of Series A Preferred Share re-issuance
|
| | | | 31,970,338 | | | | | | — | | | | | | — | | | | | | | — | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Period from
September 20, 2018 through December 31, 2018 |
| | |
Period from
January 1, 2018 through September 19, 2018 |
| ||||||||||||
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||||||||
Percentage of Net Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Payor A
|
| | | | 15% | | | | | | 18% | | | | | | 23% | | | | | | | 20% | | |
Payor B
|
| | | | 15% | | | | | | 16% | | | | | | 13% | | | | | | | 11% | | |
Payor C
|
| | | | 7% | | | | | | 11% | | | | | | 11% | | | | | | | 11% | | |
Payor D
|
| | | | 9% | | | | | | 11% | | | | | | 9% | | | | | | | 8% | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Percentage of Gross Receivables: | | | | | | | | | | | | | |
Payor A
|
| | | | 1% | | | | | | 3% | | |
Payor B
|
| | | | 11% | | | | | | 24% | | |
Payor C
|
| | | | 3% | | | | | | 6% | | |
Payor D
|
| | | | 21% | | | | | | 26% | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Period from
September 20, 2018 through December 31, 2018 |
| | |
Period from
January 1, 2018 through September 19, 2018 |
| ||||||||||||
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||||||||
Percentage of Cost of Sales: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vendor A
|
| | | | 55% | | | | | | 57% | | | | | | 46% | | | | | | | 48% | | |
Vendor B
|
| | | | 45% | | | | | | 43% | | | | | | 52% | | | | | | | 50% | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Percentage of Gross Payables: | | | | | | | | | | | | | |
Vendor B
|
| | | | 48% | | | | | | 49% | | |
Vendor A
|
| | | | 42% | | | | | | 39% | | |
All others
|
| | | | 10% | | | | | | 12% | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Oral drug accounts receivable
|
| | | $ | 2,307,872 | | | | | $ | 1,179,311 | | |
Capitated accounts receivable
|
| | | | 353,250 | | | | | | 96,000 | | |
FFS accounts receivable
|
| | | | 10,962,394 | | | | | | 10,904,721 | | |
Clinical trials accounts receivable
|
| | | | 1,718,846 | | | | | | 1,743,661 | | |
Other trade receivables
|
| | | | 1,803,548 | | | | | | 692,568 | | |
Total
|
| | | $ | 17,145,910 | | | | | $ | 14,616,261 | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Period from
September 20, 2018 through December 31, 2018 |
| | |
Period from
January 1, 2018 through September 19, 2018 |
| ||||||||||||
| | | | | | | | | | | | | | |
Successor
|
| | |
Predecessor
|
| ||||||
Patient services | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitated revenue
|
| | | $ | 37,381,005 | | | | | $ | 31,229,328 | | | | | $ | 8,947,525 | | | | | | $ | 20,560,867 | | |
FFS revenue
|
| | | | 79,435,792 | | | | | | 66,395,553 | | | | | | 12,337,260 | | | | | | | 27,966,161 | | |
Subtotal
|
| | | | 116,816,797 | | | | | | 97,624,881 | | | | | | 21,284,785 | | | | | | | 48,527,028 | | |
Dispensary revenue
|
| | | | 63,889,875 | | | | | | 49,953,992 | | | | | | 13,201,609 | | | | | | | 26,757,955 | | |
Clinical research trials and other revenue
|
| | | | 6,807,989 | | | | | | 7,826,311 | | | | | | 2,872,995 | | | | | | | 515,742 | | |
Total
|
| | | $ | 187,514,661 | | | | | $ | 155,405,184 | | | | | $ | 37,359,389 | | | | | | $ | 75,800,725 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Oral drug inventory
|
| | | $ | 1,414,250 | | | | | $ | 1,140,467 | | |
IV drug inventory
|
| | | | 2,939,982 | | | | | | 2,748,521 | | |
Total
|
| | | $ | 4,354,232 | | | | | $ | 3,888,988 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Financial assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 5,997,530 | | | | | $ | 2,446,201 | | |
Accounts receivable
|
| | | | 17,145,910 | | | | | | 14,616,261 | | |
Other receivables
|
| | | | 112,663 | | | | | | 118,156 | | |
Financial liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | | 12,643,024 | | | | | | 8,885,431 | | |
| | |
Useful lives
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Computers and software
|
| |
60 months
|
| | | $ | 424,099 | | | | | $ | 160,672 | | |
Office furniture
|
| |
80 months
|
| | | | 270,761 | | | | | | 215,375 | | |
Leasehold improvements
|
| |
Shorter of lease term or estimated
useful life |
| | | | 1,684,889 | | | | | | 1,159,458 | | |
Medical equipment
|
| |
60 months
|
| | | | 515,386 | | | | | | 397,896 | | |
Construction in progress
|
| | | | | | | 204,724 | | | | | | 29,320 | | |
Equipment capital lease assets
|
| |
Shorter of lease term or estimated
useful life |
| | | | 162,769 | | | | | | 63,151 | | |
Less: accumulated depreciation
|
| | | | | | | (1,158,403) | | | | | | (474,969) | | |
Total property and equipment, net
|
| | | | | | $ | 2,104,225 | | | | | $ | 1,550,903 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Compensation, including bonuses, fringe benefits and payroll taxes
|
| | | $ | 3,809,631 | | | | | $ | 1,480,500 | | |
Deferred revenue and refund liabilities
|
| | | | 3,378,905 | | | | | | 210,000 | | |
Other liabilities
|
| | | | 2,263,584 | | | | | | 2,520,783 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 9,452,120 | | | | | $ | 4,211,283 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Capital leases: | | | | | | | | | | | | | |
Machinery and equipment
|
| | | $ | 162,769 | | | | | $ | 63,151 | | |
Accumulated amortization
|
| | | | (37,980) | | | | | | (2,105) | | |
Property, plant, and equipment, net
|
| | | | 124,789 | | | | | | 61,046 | | |
Current installments of obligations under capital leases
|
| | | | 31,191 | | | | | | 11,277 | | |
Long-term portion of obligations under capital leases
|
| | | | 97,044 | | | | | | 50,059 | | |
Total capital lease obligations
|
| | | $ | 128,235 | | | | | $ | 61,336 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
1% Paycheck Protection Program Loan, due May 13, 2022
|
| | | $ | 2,000,000 | | | | | $ | — | | |
1% Small Business Administration Loan, due May 2, 2022
|
| | | | 2,992,758 | | | | | | — | | |
Current portion of term loan payable
|
| | | | 375,000 | | | | | | — | | |
Current portion of long-term debt
|
| | | $ | 5,367,758 | | | | | $ | — | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Variable Rate Revolving Credit Facility Term Loan, interest at LIBOR
plus applicable margin, due February 26, 2025 |
| | | $ | 7,218,750 | | | | | $ | — | | |
Total long-term debt
|
| | | | 7,218,750 | | | | | | — | | |
Less: | | | | | | | | | | | | | |
Unamortized debt issuance costs
|
| | | | 282,512 | | | | | | — | | |
Current portion
|
| | | | 375,000 | | | | | | — | | |
Long-term debt, net of unamortized debt issuance costs and current portion
|
| | | $ | 6,561,238 | | | | | $ | — | | |
| | |
Current
|
| |
Deferred
|
| |
Total
|
| |||||||||
Year ended December 31, 2020: | | | | | | | | | | | | | | | | | | | |
U.S. federal
|
| | | $ | 822,490 | | | | | $ | (919,164) | | | | | $ | (96,674) | | |
State and local
|
| | | | 28,183 | | | | | | (424,332) | | | | | | (396,149) | | |
| | | | $ | 850,673 | | | | | $ | (1,343,496) | | | | | $ | (492,823) | | |
| | |
Current
|
| |
Deferred
|
| |
Total
|
| |||||||||
Year ended December 31, 2019: | | | | | | | | | | | | | | | | | | | |
U.S. federal
|
| | | $ | 355,245 | | | | | $ | 697,261 | | | | | $ | 1,052,506 | | |
State and local
|
| | | | 203,261 | | | | | | 127,501 | | | | | | 330,762 | | |
| | | | $ | 558,506 | | | | | $ | 824,762 | | | | | $ | 1,383,268 | | |
| | |
Current
|
| |
Deferred
|
| |
Total
|
| |||||||||
Period from September 20, 2018 through December 31,
2018: |
| | | | | | | | | | | | | | | | | | |
U.S. federal
|
| | | $ | — | | | | | $ | 552,044 | | | | | $ | 552,044 | | |
State and local
|
| | | | 91,039 | | | | | | 179,057 | | | | | | 270,096 | | |
| | | | $ | 91,039 | | | | | $ | 731,101 | | | | | $ | 822,140 | | |
| | |
Current
|
| |
Deferred
|
| |
Total
|
| |||||||||
Period from January 1, 2018 through September 19, 2018:
|
| | | | | | | | | | | | | | | | | | |
U.S. federal
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
State and local
|
| | | | 132,942 | | | | | | (42,337) | | | | | | 90,605 | | |
| | | | $ | 132,942 | | | | | $ | (42,337) | | | | | $ | 90,605 | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Period from
September 20, 2018 through December 31, 2018 |
| | |
Period from
January 1, 2018 through September 19, 2018 |
| ||||||||||||
Income tax at federal statutory rate
|
| | | $ | (3,110,753) | | | | | $ | (554,131) | | | | | $ | (246,014) | | | | | | $ | 1,266,764 | | |
Income not subject to corporate level tax
|
| | | | — | | | | | | — | | | | | | (30,292) | | | | | | | (1,266,764) | | |
State tax, net federal benefit
|
| | | | (982,329) | | | | | | (69,370) | | | | | | 238,489 | | | | | | | 90,605 | | |
Fines and Penalties
|
| | | | — | | | | | | — | | | | | | — | | | | | | | — | | |
Transaction costs
|
| | | | — | | | | | | — | | | | | | 668,779 | | | | | | | — | | |
Adjustment to deferred taxes
|
| | | | — | | | | | | 138,648 | | | | | | — | | | | | | | — | | |
Change in tax status
|
| | | | — | | | | | | — | | | | | | 187,779 | | | | | | | — | | |
Income Tax Payable: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in valuation allowance
|
| | | | 3,596,998 | | | | | | 1,854,006 | | | | | | — | | | | | | | — | | |
Other
|
| | | | 3,261 | | | | | | 14,115 | | | | | | 3,399 | | | | | | | — | | |
Income tax (benefit) expense
|
| | | $ | (492,823) | | | | | $ | 1,383,268 | | | | | $ | 822,140 | | | | | | $ | 90,605 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Deferred rent
|
| | | $ | 107,988 | | | | | $ | 57,780 | | |
Accrued Expenses
|
| | | | 769,754 | | | | | | 351,220 | | |
Net operating loss carryforwards
|
| | | | 2,528,555 | | | | | | 150,367 | | |
Management Fees (the Practice)
|
| | | | 1,827,864 | | | | | | 1,814,880 | | |
Impaired assets
|
| | | | 2,086,611 | | | | | | — | | |
Deferred revenue
|
| | | | 182,467 | | | | | | 58,348 | | |
Stock Based Compensation
|
| | | | 68,505 | | | | | | 26,120 | | |
Total gross deferred tax assets
|
| | | | 7,571,744 | | | | | | 2,458,715 | | |
Valuation allowance
|
| | | | (5,451,003) | | | | | | (1,854,005) | | |
Net deferred tax assets
|
| | | | 2,120,741 | | | | | | 604,710 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Plant and equipment, principally due to differences in depreciation
and capitalized interest |
| | | | (1,905,646) | | | | | | (1,746,345) | | |
Management Fees (TOI Parent)
|
| | | | (1,827,864) | | | | | | (1,814,881) | | |
Total gross deferred liabilities
|
| | | | (3,733,510) | | | | | | (3,561,226) | | |
Net deferred tax liabilities
|
| | | $ | (1,612,769) | | | | | $ | (2,956,516) | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Beginning balance of unrecognized tax benefits
|
| | | $ | 1,902,659 | | | | | $ | — | | |
Additions based on tax positions related to the current year
|
| | | | — | | | | | | 1,902,659 | | |
Additions based on tax positions of prior years
|
| | | | — | | | | | | — | | |
Reductions due to lapse of applicable statute of limitation
|
| | | | — | | | | | | — | | |
Settlements
|
| | | | — | | | | | | — | | |
Ending balance of unrecognized tax benefits
|
| | | $ | 1,902,659 | | | | | $ | 1,902,659 | | |
Option-pricing method
|
| |||
Valuation date
|
| |
11/6/2020
|
|
Liquidity event date
|
| |
12/31/2024
|
|
Time to liquidity
|
| |
4.15 years
|
|
Total equity value
|
| |
$82,000,000
|
|
Annual dividend rate for common stock
|
| |
0.0%
|
|
Annualized volatility
|
| |
40.0%
|
|
Risk-free rate (continuously compounding)
|
| |
0.3%
|
|
Common-stock equivalent method
|
| |||
Valuation date
|
| |
11/6/2020
|
|
Liquidity event date
|
| |
12/31/2024
|
|
Time to liquidity
|
| |
4.15 years
|
|
Total equity value
|
| |
$82,000,000
|
|
Value per common stock equivalent
|
| |
$562.06
|
|
| | |
2020
|
| |
2019
|
|
Valuation assumptions | | | | | | | |
Expected dividend yield
|
| |
—%
|
| |
—%
|
|
Expected volatility
|
| |
35.00% to 40.20%
|
| |
54.30%
|
|
Risk-free interest rate
|
| |
0.51% to 2.62%
|
| |
1.60% to 2.62%
|
|
Expected term (years)
|
| |
7
|
| |
7
|
|
Stock options
|
| |
Number of
shares |
| |
Weighted
average exercise price |
| |
Weighted average
remaining contractual term |
| |
Aggregate
intrinsic value |
| ||||||||||||
Balance at January 1, 2020
|
| | | | 9,965.00 | | | | | $ | 496.10 | | | | | | | | | | | | | | |
Granted
|
| | | | 7,170.00 | | | | | | 499.94 | | | | | | | | | | | | | | |
Exercised
|
| | | | (100.00) | | | | | | 496.10 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (2,175.00) | | | | | | 496.10 | | | | | | | | | | | | | | |
Expired
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Balance at December 31, 2020
|
| | | | 14,860.00 | | | | | $ | 497.95 | | | | | | 8.94 | | | | | $ | — | | |
Vested Options Exercisable at December 31, 2020
|
| | | | 1,270.00 | | | | | $ | 496.10 | | | | | | 8.25 | | | | | $ | — | | |
Stock options
|
| |
Number of
shares |
| |
Weighted
average exercise price |
| |
Weighted average
remaining contractual term |
| |
Aggregate
intrinsic value |
| ||||||||||||
Balance at January 1, 2019
|
| | | | — | | | | | $ | — | | | | | | | | | | | | | | |
Granted
|
| | | | 13,945.00 | | | | | | 496.10 | | | | | | | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Forfeited
|
| | | | (3,980.00) | | | | | | 496.10 | | | | | | | | | | | | | | |
Expired
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Balance at December 31, 2019
|
| | | | 9,965.00 | | | | | $ | 496.10 | | | | | | 9.39 | | | | | $ | — | | |
Vested Options Exercisable at December 31, 2019
|
| | | | 318.75 | | | | | $ | 496.10 | | | | | | 8.70 | | | | | $ | — | | |
| | |
Number of
shares |
| |||
Balance at January 1, 2020
|
| | | | 93 | | |
Granted
|
| | | | 188 | | |
Forfeited
|
| | | | (43) | | |
Balance at December 31, 2020
|
| | | | 238 | | |
| | |
Number of
shares |
| |||
Balance at January 1, 2019
|
| | | | — | | |
Granted
|
| | | | 100 | | |
Forfeited
|
| | | | (7) | | |
Balance at December 31, 2019
|
| | | | 93 | | |
| | |
Capital
leases |
| |
Operating
leases |
| ||||||
Year ending December 31: | | | | | | | | | | | | | |
2021
|
| | | $ | 36,736 | | | | | $ | 3,095,533 | | |
2022
|
| | | | 36,736 | | | | | | 2,831,516 | | |
2023
|
| | | | 36,736 | | | | | | 2,559,759 | | |
2024
|
| | | | 30,614 | | | | | | 2,060,385 | | |
2025
|
| | | | — | | | | | | 1,510,935 | | |
Thereafter
|
| | | | — | | | | | | 793,363 | | |
Total minimum lease payments
|
| | | $ | 140,822 | | | | | $ | 12,851,491 | | |
Less: amount representing interest (6% interest rate)
|
| | | | (12,587) | | | | | | | | |
Present value of net minimum capital lease payments
|
| | | | 128,235 | | | | | | | | |
Less current installments of obligations under capital leases
|
| | | | (31,191) | | | | | | | | |
Obligations under capital leases, excluding current installments
|
| | | $ | 97,044 | | | | | | | | |
| Fair value of assets acquired and liabilities assumed: | | | | | | | |
|
Cash
|
| | | $ | 505,317 | | |
|
Accounts receivable
|
| | | | 11,097,858 | | |
|
Inventories
|
| | | | 2,707,640 | | |
|
Prepaid expenses and other
|
| | | | 144,447 | | |
|
Property and equipment, net
|
| | | | 388,511 | | |
|
Goodwill
|
| | | | 14,076,674 | | |
|
Intangible assets, net
|
| | | | 25,234,000 | | |
|
Total assets acquired
|
| | | $ | 54,154,447 | | |
|
Accounts payable
|
| | | $ | 136,989 | | |
|
Accrued expenses and other current liabilities
|
| | | | 7,658,103 | | |
|
Deferred tax liability
|
| | | | 1,400,653 | | |
|
Total liabilities assumed
|
| | | $ | 9,195,745 | | |
|
Net assets acquired
|
| | | $ | 44,958,702 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash
|
| | | $ | 19,502 | | | | | $ | 2,440,898 | | |
Accounts receivable
|
| | | | 17,145,911 | | | | | | 14,616,261 | | |
Other receivables
|
| | | | 49,163 | | | | | | — | | |
Inventory
|
| | | | 4,354,232 | | | | | | 3,888,988 | | |
Prepaid expenses
|
| | | | 719,063 | | | | | | 72,226 | | |
Total current assets
|
| | | | 22,287,871 | | | | | | 21,018,373 | | |
Other assets
|
| | | | 200,600 | | | | | | 101,746 | | |
Goodwill
|
| | | | 150,000 | | | | | | — | | |
Total assets
|
| | | $ | 22,638,471 | | | | | $ | 21,120,119 | | |
Liabilities | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | | 11,953,239 | | | | | | 7,732,372 | | |
Accrued expenses and other current liabilities
|
| | | | 6,038,584 | | | | | | 3,087,119 | | |
Current portion of long-term debt
|
| | | | 2,000,000 | | | | | | — | | |
Amounts due to affiliates
|
| | | | 19,883,097 | | | | | | 16,897,690 | | |
Total current liabilities
|
| | | | 39,874,920 | | | | | | 27,717,181 | | |
Other non-current liabilities
|
| | | | 551,228 | | | | | | — | | |
Total liabilities
|
| | | $ | 40,426,148 | | | | | $ | 27,717,181 | | |
| | |
Weighted
average amortization period |
| |
Gross carrying
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||
Intangible assets | | | | | | | | | | | | | | | | | | | | | | |
Amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | |
Payor contracts
|
| |
10 years
|
| | | $ | 18,900,000 | | | | | $ | (4,283,045) | | | | | $ | 14,616,955 | | |
Trade names
|
| |
10 years
|
| | | | 4,170,000 | | | | | | (944,989) | | | | | | 3,225,011 | | |
Clinical contracts
|
| |
10 years
|
| | | | 2,164,000 | | | | | | (490,397) | | | | | | 1,673,603 | | |
Total intangible assets
|
| | | | | | $ | 25,234,000 | | | | | $ | (5,718,431) | | | | | $ | 19,515,569 | | |
| | |
Weighted
average amortization period |
| |
Gross
carrying amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||
Intangible assets | | | | | | | | | | | | | | | | | | | | | | |
Amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | |
Payor contracts
|
| |
10 years
|
| | | $ | 18,900,000 | | | | | $ | (2,420,250) | | | | | $ | 16,479,750 | | |
Trade names
|
| |
10 years
|
| | | | 4,170,000 | | | | | | (533,992) | | | | | | 3,636,008 | | |
Clinical contracts
|
| |
10 years
|
| | | | 2,164,000 | | | | | | (277,112) | | | | | | 1,886,888 | | |
Total intangible assets
|
| | | | | | $ | 25,234,000 | | | | | $ | (3,231,354) | | | | | $ | 22,002,646 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Patient services
|
| | | $ | 9,044,003 | | | | | $ | 8,894,003 | | |
Dispensary
|
| | | | 4,551,002 | | | | | | 4,551,002 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Clinical trials & other
|
| | | | 631,669 | | | | | | 631,669 | | |
Total goodwill
|
| | | $ | 14,226,674 | | | | | $ | 14,076,674 | | |
|
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Balance as of January 1: | | | | | | | | | | | | | |
Gross goodwill
|
| | | $ | 14,076,674 | | | | | $ | 14,076,674 | | |
Goodwill acquired during the period
|
| | | | 150,000 | | | | | | — | | |
Accumulated impairment losses
|
| | | | — | | | | | | — | | |
Goodwill, net as of December 31
|
| | | $ | 14,226,674 | | | | | $ | 14,076,674 | | |
| | |
Year Ended December 31
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net loss attributable to TOI Parent, Inc.
|
| | | $ | (14,321,235) | | | | | | (4,021,395) | | | | | | (1,993,628) | | |
Basic and diluted weighted average shares outstanding(1)
|
| | | | 23,786 | | | | | | 10,000 | | | | | | 10,000 | | |
Basic and diluted net loss per share attributable to TOI Parent, Inc.
|
| | | $ | (602.09) | | | | | | (402.14) | | | | | | (199.36) | | |
| | |
Year Ended December 31
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Stock options
|
| | | | 14,860 | | | | | | 9,965 | | | | | | 2,560 | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Period from
September 20, 2018 through December 31, 2018 |
| | |
Period from
January 1, 2018 through September 19, 2018 |
| ||||||||||||
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | $ | 116,816,797 | | | | | $ | 97,624,881 | | | | | $ | 21,284,785 | | | | | | $ | 48,527,028 | | |
Dispensary
|
| | | | 63,889,875 | | | | | | 49,953,992 | | | | | | 13,201,609 | | | | | | | 26,757,955 | | |
Clinical trials & other
|
| | | | 6,807,989 | | | | | | 7,826,311 | | | | | | 2,872,995 | | | | | | | 515,742 | | |
Consolidated revenue
|
| | | | 187,514,661 | | | | | | 155,405,184 | | | | | | 37,359,389 | | | | | | | 75,800,725 | | |
Direct costs | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | | 95,746,831 | | | | | | 81,053,345 | | | | | | 16,650,583 | | | | | | | 34,454,497 | | |
Dispensary
|
| | | | 53,906,958 | | | | | | 43,455,898 | | | | | | 12,015,032 | | | | | | | 23,492,682 | | |
Clinical trials & other
|
| | | | 981,896 | | | | | | 955,321 | | | | | | 265,733 | | | | | | | — | | |
Total segment direct costs
|
| | | | 150,635,685 | | | | | | 125,464,564 | | | | | | 28,931,348 | | | | | | | 57,947,179 | | |
Depreciation expense | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | | 940,130 | | | | | | 349,875 | | | | | | 47,013 | | | | | | | 281,367 | | |
Dispensary
|
| | | | 366 | | | | | | — | | | | | | — | | | | | | | — | | |
Clinical trials & other
|
| | | | 6,500 | | | | | | 2,001 | | | | | | 63 | | | | | | | 374 | | |
Total segment depreciation expense
|
| | | | 946,996 | | | | | | 351,876 | | | | | | 47,076 | | | | | | | 281,741 | | |
Amortization of intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | | 1,862,796 | | | | | | 1,890,000 | | | | | | 530,250 | | | | | | | — | | |
Dispensary
|
| | | | — | | | | | | — | | | | | | — | | | | | | | — | | |
Clinical trials & other
|
| | | | 213,285 | | | | | | 216,400 | | | | | | 60,712 | | | | | | | — | | |
Total segment amortization
|
| | | | 2,076,081 | | | | | | 2,106,400 | | | | | | 590,962 | | | | | | | — | | |
Operating income | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patient services
|
| | | | 18,267,040 | | | | | | 14,331,661 | | | | | | 4,056,939 | | | | | | | 13,791,164 | | |
Dispensary
|
| | | | 9,982,551 | | | | | | 6,498,094 | | | | | | 1,186,577 | | | | | | | 3,265,273 | | |
Clinical trials & other
|
| | | | 5,606,308 | | | | | | 6,652,589 | | | | | | 2,546,487 | | | | | | | 515,368 | | |
Total segment operating income
|
| | | | 33,855,899 | | | | | | 27,482,344 | | | | | | 7,790,003 | | | | | | | 17,571,805 | | |
Selling, general and administrative expense
|
| | | | 41,897,302 | | | | | | 29,643,511 | | | | | | 8,833,475 | | | | | | | 11,555,910 | | |
Non-segment depreciation and amortization
|
| | | | 154,500 | | | | | | 483,585 | | | | | | 126,424 | | | | | | | 56,455 | | |
Total consolidated operating (loss) income
|
| | | $ | (8,195,903) | | | | | $ | (2,644,752) | | | | | $ | (1,169,896) | | | | | | $ | 5,959,440 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Assets | | | | | | | | | | | | | |
Patient services
|
| | | $ | 36,445,920 | | | | | $ | 36,340,228 | | |
Dispensary
|
| | | | 4,318,946 | | | | | | 2,544,778 | | |
Clinical trials & other
|
| | | | 5,486,965 | | | | | | 4,463,566 | | |
Non-segment assets
|
| | | | 19,436,737 | | | | | | 16,172,166 | | |
Total assets
|
| | | $ | 65,688,568 | | | | | $ | 59,520,738 | | |
| | |
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| EXHIBITS | | | | |
| Exhibit A — Form of Acquiror Charter | | | ||
| Exhibit B — Form of Acquiror Bylaws | | | ||
| Exhibit C — Form of Registration Rights Agreement | | | ||
| Exhibit D — Stockholder Support Agreement | | | ||
| Exhibit E — Form of First Merger Certificate | | | ||
| Exhibit F — Form of Second Merger Certificate | | | ||
| Exhibit G — Form of FIRPTA Certificate | | | ||
| Exhibit H — Form of Incentive Equity Plan | | | ||
|
Exhibit I — Form of Employee Stock Purchase Plan
|
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By: |
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Investor
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Address
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DFP Sponsor LLC
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DFP Sponsor LLC
345 Park Avenue South New York, NY 10010 Attn: Chris Wolfe E-mail: chris.wolfe@dfphealthcare.com
with a copy (which shall not constitute notice) to:
White & Case LLP
1221 6th Avenue New York, NY 10020
Attn:
Joel Rubinstein
Bryan J. Luchs
E-mail:
joel.rubinstein@whitecase.com
bryan.luchs@whitecase.com
and
Katten Muchin Rosenman LLP
525 West Monroe Street Chicago, IL 60661 Attn: Mark D. Wood Email: mark.wood@katten.com |
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Deerfield Private Design Fund IV, L.P.
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Deerfield Private Design Fund IV, L.P.
345 Park Avenue South New York, NY 10010 Attn: David J. Clark E-mail: dclark@deerfield.com
with a copy (which shall not constitute notice) to:
Katten Muchin Rosenman LLP
525 West Monroe Street Chicago, IL 60661 Attn: Mark D. Wood Email: mark.wood@katten.com |
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Deerfield Partners, L.P.
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Deerfield Partners, L.P.
345 Park Avenue South New York, NY 10010 Attn: David J. Clark E-mail: dclark@deerfield.com
with a copy (which shall not constitute notice) to:
Katten Muchin Rosenman LLP
525 West Monroe Street Chicago, IL 60661 Attn: Mark D. Wood Email: mark.wood@katten.com |
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M33 Growth I L.P. | | |
M33 Growth I L.P.
888 Boylston Street, Suite 500 Boston, MA 02199 Attn: Gabriel Ling Email: gling@m33growth.com |
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Investor
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Address
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TOI HC I, LLC | | |
TOI HC I, LLC
c/o Havencrest Healthcare Partners, L.P. 5221 N. O’Connor Blvd, East Tower Suite 100 Irving, TX 75039
Attn:
Matt D. Shofner
B.J. Lossenberg
Email:
mshofner@havencrest.com
bloessberg@havencrest.com
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Oncology Care Partners, LLC | | |
Ravi Sarin
Email: sarin@rocapartners.com |
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Jimmy Holdings, Inc. | | |
Richy Agajanian
18000 Studebaker Rd., Suite 800 Cerritos, CA 90703 Email: AgajanianMD@theoncologyinstitute.com
With a copy (which shall not be deemed to constitute notice) to:
Sheppard, Mullin, Richter & Hampton LLP
1901 Avenue of the Stars, Suite 1600 Attn: Jordan Hamburger Email: jhamburger@sheppardmullin.com |
|
NIM Family Trust | | |
Hilda Agajanian
18000 Studebaker Rd., Suite 800 Cerritos, CA 90703 Email: HAgajanian@theoncologyinstitute.com
With a copy (which shall not be deemed to constitute notice) to:
Sheppard, Mullin, Richter & Hampton LLP
1901 Avenue of the Stars, Suite 1600 Attn: Jordan Hamburger Email: jhamburger@sheppardmullin.com |
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By:
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Name:
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Title:
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Telephone:
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By:
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Name:
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Title:
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Name
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Telephone Number
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Signature
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Name of Entity
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State of Incorporation or Formation
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Orion Merger Sub I, Inc.
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Delaware
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TOI Parent, Inc.
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Delaware
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Name of Entity
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State of Incorporation or Formation
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Orion Merger Sub II, LLC
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Delaware
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[ ̃ ]
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Delaware
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By: |
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By: |
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By: |
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[THE ONCOLOGY INSTITUTE, INC.] 2021 INCENTIVE AWARD PLAN
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[THE ONCOLOGY INSTITUTE, INC.]
2021 EMPLOYEE STOCK PURCHASE PLAN
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| Name of Investor: | | | State/Country of Formation or Domicile: | |
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By:
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Name:
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Title:
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Name in which Shares are to be registered (if different):
|
| | Date: , 2021 | |
| Investor’s EIN: | | | | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| City, State, Zip: | | | City, State, Zip: | |
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Attn:
|
| |
Attn:
|
|
| Telephone No.: | | | Telephone No.: | |
| Facsimile No.: | | | Facsimile No.: | |
| Email: | | | | |
| Number of Shares subscribed for: | | | | |
| Aggregate Subscription Amount: $ | | | Price Per Share: $10 | |
| Name of Subscriber: | | | State/Country of Formation or Domicile: | | | ||
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By:
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| | | ||||
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Name:
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| | | | | ||
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Title:
|
| | | | | ||
|
Name in which Shares are to be registered (if different):
|
| | Date: , 2021 | | | ||
| Subscriber’s EIN: | | | | | | ||
| Business Address-Street: | | | Mailing Address-Street (if different): | | | ||
| City, State, Zip: | | | City, State, Zip: | | | ||
|
Attn:
|
| |
Attn:
|
| | ||
| Telephone No.: | | | Telephone No.: | | | | |
| Facsimile No.: | | | Facsimile No.: | | | | |
| Number of Shares subscribed for: | | | | | | | |
| Aggregate Subscription Amount: $ | | | Price Per Share: $10 | | | | |
| With a copy (which shall not constitute notice) to: Katten Muchin Rosenman LLP | | | | | | | |
| |
[THE ONCOLOGY INSTITUTE, INC.] 2021 INCENTIVE AWARD PLAN
|
| |
| |
[THE ONCOLOGY INSTITUTE, INC.]
2021 EMPLOYEE STOCK PURCHASE PLAN
|
| |
Exhibit
|
| |
Description
|
|
101.DEF** | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB** | | | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE** | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
| | | | DFP HEALTHCARE ACQUISITIONS CORP. | | |||
| | | | By: | | |
/s/ Steven Hochberg
Name:
Steven Hochberg
|
|
| | | | | | |
Title:
Chief Executive Officer
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
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/s/ Steven Hochberg
Steven Hochberg
|
| |
President, Chief Executive Officer and Director
(Principal Executive Officer) |
| |
October 20, 2021
|
|
|
/s/ Christopher Wolfe
Christopher Wolfe
|
| |
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer) |
| |
October 20, 2021
|
|
|
/s/ Richard Barasch
Richard Barasch
|
| | Executive Chairman | | |
October 20, 2021
|
|
|
/s/ Dr. Jennifer Carter
Dr. Jennifer Carter
|
| | Director | | |
October 20, 2021
|
|
|
/s/ Dr. Mohit Kaushal
Dr. Mohit Kaushal
|
| | Director | | |
October 20, 2021
|
|
|
/s/ Dr. Gregory Sorensen
Dr. Gregory Sorensen
|
| | Director | | |
October 20, 2021
|
|
Exhibit 8.1
October 20, 2021 | |
DFP Healthcare Acquisitions Corp. | |
345 Park Avenue South | |
New York, New York 10010 |
Ladies and Gentlemen:
We have acted as United States counsel to DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated June 28, 2021 (the “Merger Agreement”), by and among the Company, Orion Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“First Merger Sub”), Orion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“ Second Merger Sub”), and TOI Parent, Inc., a Delaware corporation ( “TOI”), pursuant to which First Merger Sub will merge with and into TOI (“First Merger”), with TOI being the surviving corporation and immediately following the First Merger, TOI will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity and a wholly-owned subsidiary of the Company (the “Business Combination”). Reference is made to the Registration Statement on Form S-4 of the Company, including the proxy statement/prospectus forming a part thereof (as amended or supplemented through the date hereof, the “Registration Statement”), relating to the Business Combination. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration Statement.
In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed necessary or appropriate and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity and accuracy of all documents reviewed by us (including the conformity to original documents of all documents submitted to us as email, fax or photostatic copies and the authenticity of such original documents), (ii) that the signatures on all documents examined by us are genuine and have been duly authorized, and such documents reflect all material terms of the agreement between the parties to such documents, (iii) that the parties to such documents have complied and will comply with the terms thereof, and that such documents are enforceable in accordance with their respective terms, (iv) that such documents have been duly authorized by, have been duly executed and delivered by, and constitute (to the extent containing contractual or other obligations) legal, valid, binding and enforceable obligations of, all parties to such documents, (v) that all of the parties to such documents are duly organized, validly existing, and have power and authority (corporate, partnership, or other) to execute, deliver, and perform the obligations in such documents, and (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms. In rendering our opinion, we have made no independent investigation of the facts referred to herein (including in any statements referred to herein) and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.
The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, administrative pronouncements, judicial decisions, and final, temporary, and proposed Treasury regulations, all as available and in effect on the date hereof. The authorities and interpretations upon which our opinion is based are subject to change, and any such change could apply retroactively. There can be no assurance that positions contrary to those stated in our opinion will not be asserted by the Internal Revenue Service (“IRS”), and (as is customary in transactions of this type) no rulings will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or otherwise in connection with the transactions effected pursuant to the Merger Agreement (and any other documents or agreements executed in connection with the transactions contemplated thereunder). The opinion expressed below is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.
October 20, 2021
Based upon and subject to the foregoing, we confirm that the statements in the Registration Statement set forth under the caption “Material U.S. Federal Income Tax Considerations – Adoption of the Proposed Charter,” insofar as they address the material U.S. federal income tax considerations for holders of shares of DPF Class A Common Stock, and discuss matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, and except to the extent stated otherwise therein, are our opinion, subject to the assumptions, qualifications, and limitations stated herein and therein.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ White & Case LLP
2
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Amendment No. 3 to Form S-4 of our report dated May 21, 2021, relating to the financial statements of DFP Healthcare Acquisitions Corp., which is contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
October 19, 2021 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
TOI Parent, Inc.
Cerritos, California
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated June 27, 2021, relating to the consolidated financial statements of TOI Parent, Inc., which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP | |
Costa Mesa, California | |
October 20, 2021 |