Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2023

The following table sets forth the computation of the Company's basic net income (loss) per share to common stockholders for the three and nine months ended September 30, 2023 and 2022.


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net (loss) income attributable to TOI	$	(17,419)	$	(2,674)	$	(64,314)	$	11,159
Less: Deemed dividend	—		—		—		64
Net (loss) income attributable to TOI available for distribution	(17,419)		(2,674)		(64,314)		11,095
Net (loss) income attributable to participating securities, basic	(3,148)		(499)		(11,723)		2,290
Net (loss) income attributable to common stockholders, basic	$	(14,271)	$	(2,175)	$	(52,591)	$	8,805
Weighted average common shares outstanding, basic	73,469,101		72,184,366		73,679,454		72,807,277
Net (loss) income per share attributable to common stockholders, basic	$	(0.19)	$	(0.03)	$	(0.71)	$	0.12

The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the three and nine months ended September 30, 2023 and 2022.


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net (loss) income attributable to TOI	$	(17,419)	$	(2,674)	$	(64,314)	$	11,159
Less: Deemed dividend	—		—		—		64
Less: Change in fair value of convertible option derivative liabilities(1)	—		13,970		—		13,970
Net (loss) income attributable to TOI available for distribution	(17,419)		(16,644)		(64,314)		(2,875)
Net (loss) income attributable to participating securities, diluted	(3,148)		(2,867)		(11,723)		(515)
Net (loss) income attributable to common stockholders, diluted	$	(14,271)	$	(13,777)	$	(52,591)	$	(2,360)
Weighted average common shares outstanding, basic	73,469,101		72,184,366		73,679,454		72,807,277

Dilutive effect of convertible note	—		7,396,938		—		7,396,938
Weighted average shares outstanding, diluted	73,469,101		79,581,304		73,679,454		75,300,018
Net (loss) income per share attributable to common stockholders, diluted	$	(0.19)	$	(0.17)	$	(0.71)	$	(0.03)

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Stock options	8,829,382	7,188,865	8,829,382	7,188,865
RSUs	2,124,905	2,170,047	2,124,905	2,170,047

Earnout Shares	1,401,064	1,437,138	1,401,064	1,437,138
Public Warrants	5,749,986	5,749,986	5,749,986	5,749,986
Private Warrants	3,177,542	3,177,542	3,177,542	3,177,542