The following discussion and analysis provides information that managementbelieves is relevant to an assessment and understanding of the consolidatedresults of operations and financial condition of The Oncology Institute, Inc.("TOI") along with its consolidating subsidiaries (the "Company"). Thediscussion should be read together with the unaudited consolidated financialstatements and the related notes that are included elsewhere in this Report. Theinformation in this discussion contains forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended, and Section21E of the Securities and Exchange Act of 1934, as amended. Such statements arebased upon current expectations, as well as management's beliefs and assumptionsand involve a high degree of risk and uncertainty. Any statements containedherein that are not statements of historical fact may be deemed to beforward-looking statements. Statements that include the words "believes,""anticipates," "plans," "expects." "intends," and similar expressions thatconvey uncertainty of future events or outcomes are forward-looking statements.Our actual results could differ materially from those discussed or suggested inthe forward-looking statements herein. Factors that could cause or contribute tosuch differences include those described under the heading "Risk Factors" in ourAnnual Report on Form 10-K for the year ended December 31, 2021. In addition, asa result of these and other factors, our past financial performance should notbe relied on as an indication of future performance. All forward-lookingstatements in this document are based on information available to us as of thefiling date of this Quarterly Report on Form 10-Q and we assume no obligation toupdate any forward-looking statements or the reasons why our actual results maydiffer. All dollar values are expressed in thousands, unless otherwise noted.

Overview

Public Company Costs

Impact of COVID-19

Key Factors Affecting Performance

a recruiting process focused on selecting physicians that want to practice evidence-based medicine;

technology-enabled care pathways ensuring adherence to evidence-based clinical protocols;

strong clinical culture and physician oversight;

care delivered in community clinics versus hospital setting;

clinically appropriate integration of palliative care and hospice aligned with patients' goals for care;

access to clinical trials providing cutting-edge treatment options at low or no cost to patients or payors; and

appropriate provider training on clinical documentation to ensure proper risk adjustment and reimbursement for complex patients.

Key Business Metrics

$ 69

(1) Includes independent oncology practices to which we provide limited management services, but do not bear the operating costs.

The Company defines adjusted EBITDA as net income (loss) excluding:

Depreciation and amortization,

Changes in fair value of liabilities,

Stock-based compensation,

Practice acquisition-related costs,

Consulting and legal fees,

Public company transaction costs, and

Other specific charges.

The Company includes adjusted EBITDA because it is an important measure upon which our management uses to assess the results of operations, to evaluate factors and trends affecting the business, and to plan and forecast future periods.

Components of Results of Operations

Revenue

Capitation

Fee-for-service revenue

Clinical trials revenue

Dispensary cost

Dispensary cost primarily includes the cost of oral medications dispensed in the TOI PCs' clinic locations.

Selling, general and administrative expense

Results of Operations

Comparison of the Three Months Ended March 31, 2022 and 2021

Dispensary

Clinical trials & other

The increase in clinical trials and other revenue was primarily due to an increase in clinical trials volumes which were negatively impacted in the prior year due to the COVID-19 pandemic.

Dispensary cost

Selling, general and administrative expense

The decrease in interest expense was due to the pay-off of our term loan balance in Q4 2021.

Change in fair value of liabilities

Gain on debt extinguishment

Other, net

The change in other, net was primarily due to Provider Relief Funding under the CARES Act received during the three months ended March 31, 2021.

Liquidity and Capital Resources

General

Cash Flows

The following table presents a summary of the Company's consolidated cash flows from operating, investing, and financing activities for the periods indicated.

Cash and restricted cash at end of period $ 95,534 $ 27,412

Cash used by accounts payable, accrued expenses and income taxes payable increased $3,371 for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 primarily due to an increase in vendor payables due to the growth in the Company's business; and

Material Cash Requirements

Total material cash requirements $ 9,728 $ 14,264

$ 5,817 $ 2,505 $ 32,314

(1) Other is comprised of finance leases and directors and officers insurance premiums.

Leases

Variable Interest Entities

Segment Reporting

1.Identification of the contract, or contracts, with a customer.

2.Identification of the performance obligations in the contract.

3.Determination of the transaction price.

4.Allocation of the transaction price to the performance obligations in the contract.

5.Recognition of revenue when, or as, the entity satisfies a performance obligation.

Capitation

Fee For Service

Clinical Research

Direct Costs of Sales

Goodwill and Intangible Assets

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ONCOLOGY INSTITUTE, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations - Insurance News Net