Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 04, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001564406 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39427 | ||
Entity Registrant Name | Oak Street Health, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 30 W. Monroe Street, Suite 1200 | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Tax Identification Number | 84-3446686 | ||
Entity Address, Postal Zip Code | 60603 | ||
City Area Code | 312 | ||
Local Phone Number | 733-9730 | ||
Title of 12(b) Security | Common Stock, $0.001 per share par value | ||
Trading Symbol | OSH | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 240,747,470 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the definitive proxy statement |
Consolidated Balance sheets
Consolidated Balance sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term assets: | ||
Goodwill | $ 0 | $ 0 |
Long-term liabilities: | ||
Redeemable investor units, aggregate liquidation preference of $0 and $397,009 as of December 31, 2020 and December 31, 2019, respectively (Humana comprised $0 and $55,084 as of December 31, 2020 and December 31, 2019, respectively) | 545,001,000 | |
OAK Street Health Inc and Affiliates [Member] | ||
Current assets: | ||
Cash | 409,309,000 | 33,987,000 |
Restricted cash | 10,416,000 | 8,266,000 |
Other patient service receivables, net (Humana comprised $38 and $66 as of December 31, 2020 and December 31, 2019, respectively) | 7,598,000 | 729,000 |
Capitated accounts receivable (Humana comprised $65,731 and $49,647 as of December 31, 2020 and December 31, 2019, respectively) | 248,902,000 | 167,429,000 |
Prepaid expenses | 6,765,000 | 1,382,000 |
Other current assets | 4,187,000 | 8,028,000 |
Total current assets | 687,177,000 | 219,821,000 |
Long-term assets: | ||
Property and equipment, net | 78,791,000 | 67,396,000 |
Security deposits | 1,339,000 | 1,494,000 |
Goodwill | 9,634,000 | 9,634,000 |
Intangible assets, net | 2,965,000 | 3,352,000 |
Other long-term assets | 1,072,000 | 125,000 |
Total assets | 780,978,000 | 301,822,000 |
Current liabilities: | ||
Accounts payable | 8,816,000 | 10,757,000 |
Accrued compensation and benefits | 31,969,000 | 28,610,000 |
Liability for unpaid claims (Humana comprised $78,485 and $58,916 as of December 31, 2020 and December 31, 2019, respectively) | 262,092,000 | 170,629,000 |
Other liabilities (Humana comprised $4,576 and $5,294 as of December 31, 2020 and December 31, 2019, respectively) | 12,612,000 | 11,001,000 |
Current portion of long-term debt | 18,507,000 | |
Total current liabilities | 315,489,000 | 239,504,000 |
Long-term liabilities: | ||
Deferred rent expense (Humana comprised $833 and $1,034 as of December 31, 2020 and December 31, 2019, respectively) | 13,532,000 | 12,901,000 |
Other long-term liabilities (Humana comprised $20,050 and $4,705 as of December 31, 2020 and December 31, 2019, respectively) | 28,739,000 | 10,816,000 |
Long-term debt, net of current portion | 62,840,000 | |
Total liabilities | 357,760,000 | 326,061,000 |
Commitments and contingencies (See Notes 11 & 12) | ||
Redeemable investor units, aggregate liquidation preference of $0 and $397,009 as of December 31, 2020 and December 31, 2019, respectively (Humana comprised $0 and $55,084 as of December 31, 2020 and December 31, 2019, respectively) | 320,639,000 | |
Stockholders' equity/members' deficit: | ||
Members' capital, par value $0.01 per unit, 0 and 11,000,000 units authorized as of December 31, 2020 and December 31, 2019, respectively; 0 and 2,530,864 units issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 4,192,000 | |
Preferred Stock, par value $0.001; 50,000,000 and 0 shares authorized as of December 31, 2020 and December 31, 2019, respectively; no shares issued and outstanding as of December 31, 2020 and December 31, 2019 | ||
Common stock, par value $0.001; 500,000,000 and 1,000 shares authorized as of December 31, 2020 and December 31, 2019, respectively; 240,756,714 and 0 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively (Humana comprised $13 and $0 as of December 31, 2020 and December 31, 2019, respectively) | 241,000 | |
Additional paid-in capital (Humana comprised $49,987 and $0 as of December 31, 2020 and December 31, 2019, respectively) | 971,781,000 | |
Accumulated deficit | (555,843,000) | (354,355,000) |
Total stockholders' equity/members' deficit allocated to the Company | 416,179,000 | (350,163,000) |
Non-controlling interests | 7,039,000 | 5,285,000 |
Total stockholders' equity/members' deficit | 423,218,000 | (344,878,000) |
Total liabilities, redeemable investor units and stockholders' equity/members' deficit | $ 780,978,000 | $ 301,822,000 |
Consolidated Balance sheets (Pa
Consolidated Balance sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, shares authorized | 1,000 | |
OAK Street Health Inc and Affiliates [Member] | ||
Other patient service receivables, net (Humana comprised $38 and $66 as of December 31, 2020 and December 31, 2019, respectively) | $ 7,598 | $ 729 |
Capitated accounts receivable (Humana comprised $65,731 and $49,647 as of December 31, 2020 and December 31, 2019, respectively) | 248,902 | 167,429 |
Liability for unpaid claims (Humana comprised $78,485 and $58,916 as of December 31, 2020 and December 31, 2019, respectively) | 262,092 | 170,629 |
Other liabilities (Humana comprised $4,576 and $5,294 as of December 31, 2020 and December 31, 2019, respectively) | 12,612 | 11,001 |
Deferred rent expense (Humana comprised $833 and $1,034 as of December 31, 2020 and December 31, 2019, respectively) | 13,532 | 12,901 |
Other long-term liabilities (Humana comprised $20,050 and $4,705 as of December 31, 2020 and December 31, 2019, respectively) | 28,739 | 10,816 |
Temporary equity liquidation preference | $ 0 | $ 397,009 |
Members capital par value or stated value per unit | $ 0.01 | $ 0.01 |
Member units authorized | 0 | 11,000,000 |
Member units issued | 0 | 2,530,864 |
Member units outstanding | 0 | 2,530,864 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock authorized | 50,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 1,000 |
Common stock, shares issued | 240,756,714 | 0 |
Common stock, shares outstanding | 240,756,714 | 0 |
Additional paid-in capital (Humana comprised $49,987 and $0 as of December 31, 2020 and December 31, 2019, respectively) | $ 971,781 | |
OAK Street Health Inc and Affiliates [Member] | Humana [Member] | ||
Other patient service receivables, net (Humana comprised $38 and $66 as of December 31, 2020 and December 31, 2019, respectively) | 38 | $ 66 |
Capitated accounts receivable (Humana comprised $65,731 and $49,647 as of December 31, 2020 and December 31, 2019, respectively) | 65,731 | 49,647 |
Liability for unpaid claims (Humana comprised $78,485 and $58,916 as of December 31, 2020 and December 31, 2019, respectively) | 78,485 | 58,916 |
Other liabilities (Humana comprised $4,576 and $5,294 as of December 31, 2020 and December 31, 2019, respectively) | 4,576 | 5,294 |
Deferred rent expense (Humana comprised $833 and $1,034 as of December 31, 2020 and December 31, 2019, respectively) | 833 | 1,034 |
Other long-term liabilities (Humana comprised $20,050 and $4,705 as of December 31, 2020 and December 31, 2019, respectively) | 20,050 | 4,705 |
Temporary equity liquidation preference | 0 | 55,084 |
Common stock, value, outstanding | 13 | 0 |
Additional paid-in capital (Humana comprised $49,987 and $0 as of December 31, 2020 and December 31, 2019, respectively) | $ 49,987 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 882,765 | $ 556,604 | $ 317,938 |
Operating expenses: | |||
Cost of providing patient care | 523,983 | 282,838 | |
Sales and marketing | 64,211 | 46,189 | 25,470 |
Corporate, general and administrative expenses | 185,495 | 79,592 | 50,799 |
Depreciation and amortization | 11,225 | 7,848 | 4,182 |
Total operating expenses | 1,066,286 | 660,480 | 393,975 |
Loss from operations | (183,521) | (103,876) | (76,037) |
Other income/(expense) | |||
Interest expense, net | (8,712) | (5,651) | (3,688) |
Other | 156 | 84 | 10 |
Total other expense | (8,556) | (5,567) | (3,678) |
Net loss | (192,077) | (109,443) | (79,715) |
Net loss attributable to non-controlling interests | 4,087 | 1,581 | 171 |
Net loss attributable to the Company | (187,990) | (107,862) | (79,544) |
Undeclared and deemed dividends (see Note 13) | (27,220) | (29,371) | (39,118) |
Net loss attributable to common stock/unitholders | $ (215,210) | (137,233) | (118,662) |
Weighted average common stock outstanding - basic and diluted | 218,825,324 | ||
Net loss per share – basic and diluted | $ (0.55) | ||
Medical Claims Expenses [Member] | |||
Operating expenses: | |||
Cost of providing patient care | $ 617,845 | 385,998 | 227,566 |
Cost of Care [Member] | |||
Operating expenses: | |||
Cost of providing patient care | 187,510 | 140,853 | 85,958 |
Capitated Revenue [Member] | |||
Total revenues | 851,275 | 539,909 | 309,594 |
Other Patient Service Revenue [Member] | |||
Total revenues | $ 31,490 | $ 16,695 | $ 8,344 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - (Parenthetical) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 882,765 | $ 556,604 | $ 317,938 |
Cost of providing patient care | 523,983 | 282,838 | |
Medical Claims Expenses [Member] | |||
Cost of providing patient care | 617,845 | 385,998 | 227,566 |
Medical Claims Expenses [Member] | Humana [Member] | |||
Cost of providing patient care | 254,867 | 211,577 | 149,416 |
Cost of Care [Member] | |||
Cost of providing patient care | 187,510 | 140,853 | 85,958 |
Cost of Care [Member] | Humana [Member] | |||
Cost of providing patient care | 5,615 | 3,649 | 2,031 |
Capitated Revenue [Member] | |||
Total revenues | 851,275 | 539,909 | 309,594 |
Capitated Revenue [Member] | Humana [Member] | |||
Total revenues | 385,744 | 307,867 | 201,364 |
Other Patient Service Revenue [Member] | |||
Total revenues | 31,490 | 16,695 | 8,344 |
Other Patient Service Revenue [Member] | Humana [Member] | |||
Total revenues | $ 3,614 | $ 2,993 | $ 3,077 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Investor Units and Stockholders' Equity/Members' (Deficit) - USD ($) $ in Thousands | Total | OAK Street Health Inc and Affiliates [Member] | OAK Street Health Inc and Affiliates [Member]Redeemable Investor Units [Member] | OAK Street Health Inc and Affiliates [Member]Members' Capital [Member] | OAK Street Health Inc and Affiliates [Member]Common Stock [Member] | OAK Street Health Inc and Affiliates [Member]Additional Paid-In Capital [Member] | OAK Street Health Inc and Affiliates [Member]Accumulated Deficit [Member] | OAK Street Health Inc and Affiliates [Member]Non-controlling Interest [Member] |
Redeemable Investor, Beginning balance at Dec. 31, 2017 | $ 152,243 | |||||||
Beginning balance at Dec. 31, 2017 | $ (144,914) | $ 710 | $ (145,624) | |||||
Beginning balance (In Shares) at Dec. 31, 2017 | 6,774,629 | 1,554,334 | ||||||
Issuance of Series I, II and III Investor Units | $ 158,947 | |||||||
Issuance of Series I, II and III Investor Units (In Shares) | 4,062,278 | |||||||
Exercise of Options | 117 | $ 640 | $ 117 | |||||
Exercise of Options (In Shares) | 46,000 | 6,000 | ||||||
Exercise of Warrants | $ 1,984 | $ 15,000 | $ 1,984 | |||||
Exercise of Warrants (in shares) | 568,613 | |||||||
Issuance of Common Units | 4,062,278 | 892,118 | ||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units | $ (24,152) | $ (7,691) | $ (2,827) | (21,325) | ||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units (In Shares) | (476,419) | (285,555) | ||||||
Repurchases – Profits Interests | (9,575) | |||||||
Forfeitures – Profits Interests | (27) | $ (27) | ||||||
Forfeitures – Profits Interests (In Shares) | (83,106) | |||||||
Stock and Unit-Based Compensation | 506 | $ 506 | ||||||
Payments from Non-controlling Interest | 4,391 | $ 4,391 | ||||||
Net loss | (79,715) | (79,544) | (171) | |||||
Redeemable Investor, Ending balance at Dec. 31, 2018 | $ 319,139 | |||||||
Ending balance at Dec. 31, 2018 | $ (241,810) | $ 463 | (246,493) | 4,220 | ||||
Ending balance (In Shares) at Dec. 31, 2018 | 10,975,101 | 2,074,216 | ||||||
Issuance of Series I, II and III Investor Units | $ 1,500 | |||||||
Issuance of Series I, II and III Investor Units (In Shares) | 25,518 | |||||||
Issuance of Common Units | 25,518 | 496,763 | ||||||
Repurchases – Profits Interests | (11,292) | |||||||
Forfeitures – Profits Interests | $ (158) | $ (158) | ||||||
Forfeitures – Profits Interests (In Shares) | (28,823) | |||||||
Stock and Unit-Based Compensation | 3,887 | $ 3,887 | ||||||
Payments from Non-controlling Interest | 2,646 | 2,646 | ||||||
Net loss | (109,443) | (107,862) | (1,581) | |||||
Redeemable Investor, Ending balance at Dec. 31, 2019 | 320,639 | $ 320,639 | ||||||
Ending balance at Dec. 31, 2019 | (344,878) | $ 4,192 | (354,355) | 5,285 | ||||
Ending balance (In Shares) at Dec. 31, 2019 | 11,000,619 | 2,530,864 | ||||||
Issuance of Series I, II and III Investor Units | $ 224,362 | |||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | |||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 545,001 | $ (545,001) | $ 185 | $ 544,816 | ||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | (12,472,242) | 184,787,783 | ||||||
Conversion of members' capital into common stock upon closing of initial public offering | $ (7,006) | $ 38 | 6,968 | |||||
Conversion of members capital into common stock upon closing of initial public offering (in shares) | (1,117,312) | 15,498,529 | ||||||
Conversion of members capital into restricted stock upon closing of initial public offering (in shares) | (2,339,322) | 22,612,472 | ||||||
Issuance of common stock upon closing of initial public offering, net | 351,229 | $ 18 | 351,211 | |||||
Issuance of common stock upon closing of initial public offering net (in shares) | 17,968,750 | |||||||
Exercise of Options | $ 64 | 64 | ||||||
Exercise of Options (In Shares) | 6,607 | 6,607 | ||||||
Shares Withheld Related to Net Share Settlement of Stock Based Awards | (1,628) | |||||||
Issuance of Common Units | 1,471,623 | 1,095,067 | ||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units | $ (19,393) | $ (5,895) | (13,498) | |||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units (In Shares) | (131,151) | |||||||
Repurchases – Profits Interests | (5,856) | |||||||
Forfeitures – Profits Interests | $ (299) | $ (189) | (110) | |||||
Forfeitures – Profits Interests (In Shares) | (42,190) | (32,290) | (115,799) | |||||
Stock and Unit-Based Compensation | $ 77,730 | $ 8,898 | 68,832 | |||||
Payments from Non-controlling Interest | 5,943 | 5,943 | ||||||
Payments to Non-controlling Interest | (102) | (102) | ||||||
Net loss | (192,077) | (187,990) | (4,087) | |||||
Redeemable Investor, Ending balance at Dec. 31, 2020 | $ 545,001 | |||||||
Ending balance at Dec. 31, 2020 | $ 423,218 | $ 241 | $ 971,781 | $ (555,843) | $ 7,039 | |||
Ending balance (In Shares) at Dec. 31, 2020 | 240,756,714 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (192,077) | $ (109,443) | $ (79,715) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of discount on debt and related issuance costs | 4,432 | 1,353 | 598 |
Depreciation and amortization | 11,225 | 7,848 | 4,182 |
Stock and unit-based compensation, net of forfeitures | 77,431 | 3,729 | 479 |
Loss (gain) on disposal of fixed assets | 14 | ||
Change in fair value of bifurcated derivative | 152 | (663) | 755 |
Change in fair value of warrant obligation | (211) | ||
Change in operating assets and liabilities: | |||
Accounts receivable | (88,342) | (86,403) | (36,343) |
Prepaid expenses and other current assets | (1,542) | (4,091) | (3,679) |
Security deposits and other long-term assets | (42) | (155) | (399) |
Accounts payable | (3,291) | 3,782 | 1,271 |
Accrued compensation and benefits | 3,359 | 15,448 | 2,672 |
Liability for unpaid claims | 91,462 | 102,455 | 31,416 |
Other current liabilities | 1,612 | 4,600 | 1,733 |
Other long-term liabilities | 17,771 | 282 | (2,553) |
Deferred rent expense | 631 | 5,712 | 4,415 |
Net cash used in operating activities | (77,219) | (55,546) | (75,365) |
Cash flows from investing activities | |||
Purchase of business | (166) | (13,709) | |
Purchase of promissory note | (750) | ||
Purchases of property and equipment | (20,883) | (27,705) | (26,046) |
Net cash used in investing activities | (21,633) | (27,871) | (39,755) |
Cash flows from financing activities | |||
Proceeds from initial public offering | 377,343 | ||
Payments of underwriting fees and offering costs | (26,114) | ||
Proceeds from long-term debt | 49,457 | 10,000 | |
Principal payments on long-term debt | (80,000) | ||
End of term charge and prepayments for debt paydown | (5,779) | ||
Proceeds from issuance of redeemable investor units | 224,362 | 1,500 | 158,947 |
Capital contributions from minority interest partners | 5,943 | 2,646 | 4,391 |
Capital distributions to minority interest partners | (102) | ||
Proceeds from exercise of warrants | 15,000 | ||
Net cash provided by financing activities | 476,324 | 53,603 | 157,251 |
Net change in cash, cash equivalents and restricted cash | 377,472 | (29,814) | 42,131 |
Cash, cash equivalents and restricted cash, beginning of period | 42,253 | 72,067 | 29,936 |
Cash, cash equivalents and restricted cash, end of period | 419,725 | 42,253 | 72,067 |
SUPPLEMENTAL DISCLOSURES | |||
Cash paid for interest | 5,534 | 5,012 | 2,448 |
Reclass of warrant liability to members' deficit upon exercise of warrant | 1,984 | ||
Addition to construction in process funded through accounts payable | 1,349 | $ 1,608 | 1,117 |
Common Units [Member] | |||
Cash flows from financing activities | |||
Tender Offer | (19,393) | (3,840) | |
Proceeds from exercise of options | $ 64 | 117 | |
Investor Units [Member] | |||
Cash flows from financing activities | |||
Tender Offer | (28,004) | ||
Proceeds from exercise of options | $ 640 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Organization And Nature Of Business [Line Items] | |
Organization and Nature of Business | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Description of Business Oak Street Health, Inc. (collectively referred to as “Oak Street Health,” “OSH,” “we,” “us,” “our,” or the “Company”) was formed as a Delaware corporation on October 22, 2019 for the purpose of completing a public offering and related restructuring transactions (collectively referred to as the “IPO”) in order to carry on the business of Oak Street Health, LLC (“OSH LLC”) and its affiliates. As the managing member of OSH LLC, Oak Street Health, Inc. operates and controls all of the business affairs of OSH LLC and its affiliates. The Company operates primary care centers serving Medicare beneficiaries. The Company, through its centers and management services organization, combines an innovative care model with superior patient experience. The Company invests resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical costs savings and realize a return on its investment in primary care. As of December 31, 2020, the Company operated 79 centers. Initial Public Offering On August 5, 2020, the Company’s Registration Statement on Form S-1 to register 17,968,750 shares of common stock, par value $0.001 per share, was declared effective by the Securities & Exchange Commission. The Company’s common stock began trading on August 6, 2020 on the New York Stock Exchange (“NYSE”) under the ticker symbol “OSH.” On August 10, 2020, we completed our IPO in which we issued and sold 17,968,750 shares of common stock at an offering price of $21.00 per share. The share amount includes the exercise in full of the underwriters’ options to purchase 2,343,750 additional shares of common stock. We received net proceeds of $351,229, after deducting underwriting discounts and commissions of $22,641 and deferred offering costs of $3,474. Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of our common stock in the IPO, including the legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. Immediately prior to the closing of the IPO, unitholders of Oak Street Health LLC exchanged their membership interests for common stock in the new C Corporation of the Company as part of the related IPO restructuring transactions. More specifically, all 15,928,876 units of our then outstanding redeemable investor units (preferred stock including their respective undeclared and deemed dividends) and members’ capital (former founders’ units and incentive units/profits interests) plus 1,924 of options to purchase incentive units were converted into 200,286,312 shares of common stock of the Company and 22,612,472 shares of restricted common stock subject to service-based vesting (“RSA”) of the Company. As a result of this conversion, we reclassified $545,001 of redeemable investor units and $7,006 of members’ capital to additional paid in capital and $223 to common stock on our consolidated balance sheet (see Notes 13 & 14). Impact of COVID-19 on our Business On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. The rapid spread of COVID-19 around the world and throughout the United States has altered the behavior of businesses and people, with significant negative effects on federal, state and local economies, the duration of which is unknown at this time. Various policies were implemented by federal, state and local governments in response to the COVID-19 pandemic that caused many people to remain at home and forced the closure of or limitations on certain businesses, as well as suspended elective procedures by health care facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and many state and local governments are re-imposing certain restrictions due to the increasing rates of COVID-19 cases. The virus disproportionately impacts older adults, especially those with chronic illnesses, which describes many of our patients. In response to the COVID-19 pandemic for the year ended December 31, 2020, we took the following actions designed to ensure the safety of our employees and their families and to address the physical, mental and social health of our patients: • Created a COVID-19 Response Team in March 2020 that is supported by team members from across our organization to ensure a coordinated response to the pandemic; • Temporarily closed all of our corporate offices and enabled our entire corporate work force to work remotely; • Implemented travel restrictions for non-essential business; • Transitioned much of our center-based care to be delivered by our providers virtually through newly developed telehealth capabilities, including video and telephone through June 2020 but have transitioned our business back to a more normal operating cadence as of July 2020, including seeing a larger proportion of our patients via in-center visits (with a corresponding reduction in telehealth visits) while maintaining stringent safety protocols to minimize the potential transmission of COVID-19. We expect to continue to leverage our telehealth capabilities as a means of interacting with our patients to the extent an in-person visit is not required or preferred; • Made operational changes to the staffing and operations of our centers, which remain open as “essential” businesses, to minimize potential exposure to and transmission of COVID-19; • Temporarily delayed planned openings of new centers through August 2020 but have restarted our growth efforts through patient outreach and starting August 2020, we resumed opening new centers; • Temporarily halted community outreach and other marketing initiatives which drive new patients to our platform through June 2020 but have recommenced marketing initiatives as of the third quarter of 2020; • Acquired and deployed significantly greater amounts of personal protective equipment (“PPE”) to ensure the safety of our employees and patients; • Created a program called “COVID Care” to actively monitor our patients for suspected COVID-19 infections with the goal of managing those symptoms to keep our patients safely out of the hospital unless and until necessary due to the potential infection risks in the hospital environment; • Redeployed our contracted and employed drivers, who typically transport patients to our centers, to deliver food from food pantries to our patients to address food supply issues or challenges; and • Provided free rapid COVID-19 tests to all members of the Chicago community. The COVID-19 pandemic did not have a material impact on our results of operations, cash flows and financial position as of December 31, 2020; although our decisions to defer center openings and limit patient outreach and marketing initiatives resulted in slower growth than we would have otherwise experienced in 2020. Over 96% of our total revenues are recurring, consisting of fixed monthly per-patient-per-month capitation payments we receive from Medicare Advantage plans. On March 27, 2020, the United States President signed into law the Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”) which provides economic assistance to a wide array of industries, including healthcare. Thus far, the Company has taken the following actions related to this legislation: • Provider Relief Funds. The U.S. Department of Health and Human Services (“HHS”) distributed grants to healthcare providers to offset the impacts of COVID-19 pandemic related expenses and lost revenues through the Public Health and Social Services Emergency Fund. Grants received are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to COVID-19 and will reimburse only for health care related expenses, general and administrative expenses or lost revenues that are attributable to the COVID-19 pandemic as defined by the HHS. Payments from this fund are not loans and, therefore, they are not subject to repayment. We recognize grant payments as income when there is reasonable assurance that we have complied with conditions associated with the grant. Our estimates could change materially in the future based on the government’s evolving compliance guidance. During the year ended December 31, 2020, the Company received $8,447, related to these grants and recognized $7,619 as income to offset COVID-19 pandemic related expenses incurred and lost revenues. $5,420 was recognized as an offset to the cost of care, excluding depreciation and amortization line and $2,199 was recognized in other income to offset lost other patient service revenues. The remaining $829 was recorded as deferred revenue in other current liabilities at December 31, 2020. • Medicare Accelerated and Advance Payment Program. The Centers for Medicare & Medicaid Services (“CMS”) expanded its Accelerated and Advance Payment Program which allows participants to receive expedited payments during periods of national emergencies. Under the program, we received an interest-free advancement of 100% of our Medicare payment amount for a three-month period. Repayment will begin one year from the date the payments were received and will be paid back against future fee-for-service claims. Beginning at one year from the date the payment was issued and continuing for eleven months, payments will be recouped at a rate of 25%. After the eleven months end, payments will be recouped at a rate of 50% for another six months, after which any remaining balance will become due. For the year ended December 31, 2020, the Company received approximately $1,520 in CMS advance payments, which were recorded in other current liabilities at December 31, 2020. • Payroll Tax Deferral. Under the CARES Act, the Company elected to defer payment on its portion of Social Security taxes, on an interest free basis, incurred from March 27, 2020 to December 31, 2020. One-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. The deferred payroll taxes amounts of $6,950, $3,475 were classified as a short and long-term liability, respectively as of December 31, 2020. • Temporary Suspension of Medicare Sequestration . The Budget Control Act of 2011 requires a mandatory across the board reduction in federal spending called a sequestration. Medicare fee for service claims with dates of service or dates of discharge on or after April 1, 2013 incur a 2.0% reduction in Medicare payments. All Medicare rate payments and settlements have incurred this mandatory reduction and it will continue to remain in place through at least 2023, unless Congress takes further action. In response to COVID-19, the CARES Act temporarily suspends the automatic 2.0% reduction of Medicare claim reimbursements for the period of May 1, 2020 through March 31, 2021 which immaterially increased both revenues and medical expenses for the year ended December 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Variable Interest Entities The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements of Oak Street Health include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled entities. For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the noncontrolling interests is reported as “Net loss (gain) attributable to noncontrolling interests” in the consolidated statements of operations. The Company records a non-controlling interest for the portion attributable to its minority partners for all of its joint ventures. Intercompany balances and transactions have been eliminated in consolidation. The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIEs”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively (see Note 17). Oak Street Health, MSO LLC (“OSH MSO”), a wholly owned subsidiary of the Company, was formed in 2013 to provide a wide range of management services to the Physician Groups (as defined below). Activities include but are not limited to operational support of the centers, marketing, information technology infrastructure and the sourcing and managing of health plan contracts. Oak Street Health Physicians Group, PC, OSH-IN Physicians Group, PC, OSH-MI Physicians Group, PC, OSH-OH Physicians Group, LLC, OSH-PA Physicians Group, PC, OSH-RI Physicians Group, PC, Oak Street Health of Texas, PLLC, Griffin Myers Medical, PC and Oak Street Health Physicians Group of Mississippi, LLC (collectively, the “Physician Groups”) employ healthcare providers to deliver primary care services to the Medicare covered population of Illinois, Indiana, Michigan, Mississippi, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee and Texas. These entities are consolidated as each are considered variable interest entities where the Company has a controlling financial interest (see Note 17). In addition, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC, OSH-RI, LLC, and OSH-ESC Joint Venture, LLC which are consolidated in the Company’s financial statements. During the year ended December 31, 2020, contributions were made to OSH-RI, LLC from Oak Street Health MSO, LLC (50.1% ownership) and Blue Cross Blue Shield of Rhode Island (“BCBSRI”) (49.9% ownership) totaling $5,967 and $5,943, respectively. During the year ended December 31, 2020, distributions were made from OSH-PCJ Joliet, LLC to Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $102 and $101, respectively. During the year ended December 31, 2019, initial contributions were made to OSH-ESC Joint Venture, LLC from Oak Street Health MSO, LLC (51.0% ownership) and Evangelical Services Corporation (49.0% ownership) totaling $2,754 and $2,646, respectively. During the year ended December 31, 2018, contributions were made to OSH-PCJ Joliet, LLC from Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $902 and $898, respectively. During the year ended December 31, 2018, contributions were made to OSH-RI, LLC from Oak Street Health MSO, LLC (50.1% ownership) and BCBSRI (49.9% ownership) totaling $3,507 and $3,493, respectively. Upon completion of the IPO, our sole material asset is our interest in OSH LLC and its affiliates. In accordance with the master structuring agreement dated August 10, 2020, by and among Oak Street Health, Inc. and the other signatories party thereto (the “Master Structuring Agreement”), we have all management powers over the business and affairs of OSH LLC and to conduct, direct and exercise full control over the activities of OSH LLC. Due to our power to control the activities most directly affecting the results of OSH LLC, we are considered the primary beneficiary of the VIE. Accordingly, following the effective date of the IPO, we consolidate the financial results of OSH LLC and its affiliates and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include revenue recognition, the liability for unpaid claims, stock/unit-based compensation, valuation and related impairment recognition of long-lived assets, including intangibles and goodwill, the valuation of stock options, embedded derivatives and redeemable investor units. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash includes currency on hand with banks and financial institutions. The Company considers all short-term, highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash are funds held in Company bank accounts that are not available for operational use. The restricted cash balance consists of reserve accounts that are contractually required by payor contracts, and bank issued letters of credit. The restricted cash balances as of December 31, 2020 and 2019 were $10,416 and $8,266, respectively. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of accounts receivable. The Company’s concentration of credit risk is limited by the diversity, geography and number of patients and payers. As of December 31, 2020 and 2019, the Company had customers that individually represented 10% or more of the Company’s capitated accounts receivable and other patient service receivable balances. The capitated accounts receivables by payor source consisted of the following as of: December 31, 2020 December 31, 2019 Aetna 12 % 13 % Anthem 10 % 11 % Humana 26 % 30 % United Healthcare 14 % 2 % WellCare/Meridian 21 % 31 % Other 17 % 13 % The other patient service receivables by payor source consisted of the following as of: December 31, 2020 December 31, 2019 Medicare 52 % 47 % Humana 8 % 9 % Other 40 % 44 % Prepaid Expenses and Other Current Assets Any expenses paid prior to the related services rendered are recorded as prepaid expenses. Additionally, in order to provide the services necessary to complete our performance under certain contracts, implementation services were performed. Implementation services are a set of tasks that must be performed by the Company to ensure we have the appropriate technology infrastructure to fully perform and provide the services as contracted with the customers. These services are solely for the benefit of the Company and the customer has no access to the technology nor control over the technology. According to ASC 340-40 capitalized and amortized fulfillment costs over the useful life of the contract fulfillment cost asset, consistent with the pattern of transfer and recognition of revenue with the associated contract. Supplies Inventory Supplies, comprised principally of medical supplies and vaccinations, are stated at lower of cost or market and using the first-in-first out method, applied on a consistent basis. The value of supplies inventory was $1,050 and $553 at December 31, 2020 and 2019, respectively, and is included in other current assets in the consolidated balance sheets. Property and Equipment The Company records property and equipment (“PPE”) at cost and depreciates them using the straight-line method at rates designed to distribute the cost of PPE over estimated service lives ranging from three to fifteen years. Routine maintenance and repairs are expensed as incurred. Expenditures that increase values, change capacities or extend useful lives are capitalized. When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts, with any resulting gain or loss recorded in Corporate, general and administrative expenses in the consolidated statements of operations. Estimated useful lives of PPE are as follows: Leasehold improvements 15 years or term of lease Furniture and fixtures 8 years Computer equipment 3-5 years Internal use software 5 years Office equipment 5-8 years Internal Use Software The Company accounts for costs incurred to develop computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software The Company begins capitalization of qualifying costs when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred during the preliminary project stage along with post implementation stages of internal-use computer software are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized development costs are classified as property and equipment, net in the consolidated balance sheets and are amortized over the estimated useful life of the software, which is five years. Impairment of Long-Lived Assets The Company reviews its long-lived assets for possible impairment in accordance with ASC 360, Property, Plant, and Equipment Goodwill and Other Intangible Assets Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions. Goodwill is not amortized but is tested for impairment at least annually. Intangible assets consist primarily of customer relationships acquired through business acquisitions. The Company tests goodwill for impairment annually on October 1 st The impairment assessment includes comparing the carrying amount of net assets, including goodwill, of each reporting unit to its respective fair value as of the date of the assessment. ASC 350, Intangibles – Goodwill and Other Customer relationships represent the estimated values of customer relationships of acquired businesses and have definite lives. The Company amortizes the customer relationships on a straight-line basis over its ten-year estimated useful life. Intangible assets are reviewed for impairment in conjunction with long-lived assets. There were no intangible asset impairments recorded during the years ended December 31, 2020, 2019 and 2018. The determination of fair values and useful lives require us to make significant estimates and assumptions. These estimates include, but are not limited to, future expected cash flows from acquired capitation arrangements from a market participant perspective, discount rates, industry data and management’s prior experience. Debt Issuance Costs Deb t issuance costs were presented in the consolidated balance sheets as a direct deduction from the carrying value of the long-term debt. Debt issuance costs were amortized over the term of the related debt instrument using the effective interest method. Amortization of debt issuance costs were recorded as interest expense in the consolidated statements of operations. The end-of-term charge was being accreted as a debt issuance cost over the expected term of the loan. The Company paid off its debt and related prepayment and end of term charges as of August 11, 2020 following the IPO; as a result of this extinguishment of debt, the debt issuance costs were written off as of the year ended December 31, 2020. Warrants The investor units III-B warrants used by the Company were carried at their estimated fair value on the consolidated balance sheets upon issuance using the Black-Scholes pricing model. The investor units III-B warrants were classified as a liability and subsequently remeasured at fair value at each reporting date with changes in estimated fair value recognized in the Company’s consolidated statement of operations. The warrants were fully exercised in April 2018. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Our financial assets and liabilities that require recognition and fair value measurement under the accounting guidance generally include our bifurcated derivative (see Note 9). Income Taxes Prior to the IPO and related restructuring transactions, the Company was a limited liability company. Accordingly, pursuant to its election under Section 701 of the Internal Revenue Code, each item of income, gain, loss, deduction or credit of the Company was ultimately reportable by its members in their individual tax returns, except in certain states and local jurisdictions where the Company is subject to income taxes. As such, the Company did not record a provision for federal income taxes or for taxes in states and local jurisdictions that do not assess taxes at the entity level. After the IPO and related restructuring transactions, the Company is a C Corporation and each item of income, gain, loss, deduction or credit of the Company is reportable by the Company. As such, the Company has recorded a provision for federal, state, and local income taxes at the entity level in continuing operations for all deferred taxes net of the valuation allowance and activity post IPO. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. The Company’s tax filings are generally subject to examination for a period of three years from the filing date. Management has not identified any tax position taken that requires income tax reserves to be established. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company reduces its deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, the Company considers all available positive and negative evidence affecting specific deferred tax assets, including past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies. Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative tax losses in recent years are the most compelling form of negative evidence considered by management in this determination. Management determined that based on all available evidence, a full valuation allowance was required for all U.S. state and local deferred tax assets due to losses incurred for the past several years. Segment Reporting The Company determined in accordance with ASC 280, Segment Reporting Business Combinations The Company accounts for business combinations using the acquisition method of accounting. That method requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the fair values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. The Company includes the results of all acquisitions in the consolidated financial statements from the date of acquisition. Acquisition related transaction costs, such as banking, legal, accounting, and other costs incurred in connection with an acquisition are expensed as incurred in corporate, general and administrative expenses in the consolidated statements of operations. Acquisition related consideration accounted for as compensation expense, such as retention bonuses, incurred in connection with an acquisition are included in corporate, general and administrative expenses in the consolidated statements of operations. On August 31, 2018, the Company entered into an agreement to purchase certain assets of Ampersand Health-PA, LLC (“Ampersand”) for $13,709 of cash consideration in a transaction accounted for under the acquisition method of accounting pursuant to ASC 805, Business Combinations Revenue Recognition See Note 3 regarding the Company’s policy on revenue recognition. Medical Claims Expense Medical claims expense primarily includes costs for third-party healthcare service providers that provide medical care to our patients for which the Company is contractually obligated to pay through our full-risk capitation arrangements (see further discussion of these arrangements in Note 3). The estimated reserve for incurred but not reported claims is included in the liability for unpaid claims in the consolidated balance sheets. Actual claims expense will differ from the estimated liability due to factors in estimated and actual member utilization of health care services, the amount of charges and other factors. Medical claims expense also includes supplemental external costs of providing medical care such as administrative health plan fees, fees to perform payor delegated activities and provider excess insurance costs. We assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. Cost of Care, Excluding Depreciation and Amortization Cost of care, excluding depreciation and amortization includes the costs we incur to operate our centers, including care team and patient support employee-related costs, occupancy costs, patient transportation, medical supplies, insurance and other operating costs. These costs exclude any expenses associated with sales and marketing activities incurred at the local level to support our patient growth strategies, and excludes any allocation of our corporate, general and administrative expenses. Care team employees include medical doctors, nurse practitioners, physician assistants, registered nurses, scribes, medical assistants and phlebotomists. Patient support employees include practice managers, welcome coordinators and patient relationship managers. Sales and Marketing Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, stock based compensation and employee benefits costs, for all of our employees engaged in marketing, sales, community outreach and sales support. These employee-related expenses capture all costs for both our field-based and corporate sales and marketing teams. Sales and marketing expenses also includes central and community-based advertising to generate greater awareness, engagement, and retention among our current and prospective patients as well as the infrastructure required to support all our marketing efforts. Corporate, General and Administrative Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock/ unit-based compensation for our executives, technology infrastructure, operations, clinical and quality support, finance, legal, human resources and development departments. In addition, general and administrative expenses include all corporate technology and occupancy costs. Transaction Costs The Company incurred costs related to private/public offerings. Total one-time costs expensed were $1,110 and $3,685 for the years ended December 31, 2020 and 2019 Advertising Expenses Advertising and promotion costs are expensed as incurred and were $29,251, $16,827, and $8,142, for the years ended December 31, 2020, 2019 and 2018, respectively, and are included in sales and marketing expenses in the consolidated statements of operations. Retirement Plan The Company maintains a profit sharing and retirement savings 401(k) plan (the “401(k) Plan”) for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. At its discretion, the Company makes 4% matching and/or profit-sharing contributions to the 401(k) Plan. The Company recorded expense of $4,713, $3,102, and $2,413 in salaries and employee benefits in the accompanying consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018, respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan. Professional Liability The physicians employed by the Physician Groups were insured for professional liability exposure on a claims-made basis with a master insurance policy issued by CNA. The master policy renews in August of each year and newly employed physicians and terminating physicians are added or deleted to the coverage by endorsement, with premiums prorated to the next year’s expiration date. The limits of the coverage are $1,000 each claim and $3,000 in aggregate. Additional insureds on the policy include the individual center entities at which the physicians practice, the physician employees and OSH MSO. Stock/ Unit-Based Compensation Expense Following the IPO, we account for stock-based compensation awards approved by our Board of Directors, including stock options and restricted stock units (“RSUs”), based on their estimated grant date fair value in accordance with ASC 718, Compensation—Stock Compensation We recognize fair value of stock options at the grant date, which vest based on continued service at a rate of 25% each year, over the requisite service period, which is generally four years. Options generally expire ten years from the date of the grant. Prior to the IPO, the Company’s unit-based incentive plan rewarded employees with various types of awards, including but not limited to, profits interests on a service-based or performance-based schedule. These awards also contained market conditions. The Company had elected to account for forfeitures as they occur. The Company used a combination of the income and market approaches to estimate the fair value of each award as of the grant date. For performance-vesting units pre-IPO, the Company recognized unit-based compensation expense when it was probable that the performance condition would be achieved. The Company analyzed if a performance condition was probable for each reporting period through the settlement date for awards subject to performance vesting. For service-vesting units, the Company recognized unit-based compensation expense over the requisite service period for each separately vesting portion of the profits interest as if the award was, in-substance, multiple awards. Net Loss Per Unit Prior to the IPO, the OSH LLC membership structure included pre-IPO units, some of which were investor units and profits interests (see further discussion in section, Initial Public Offering The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the years ended December 31, 2019 and 2018. The basic and diluted earnings per share for the year ended December 31, 2020 is applicable only for the period from August 10, 2020 to December 31, 2020, which is the period following the IPO and related restructuring transactions (as described in Note 1) and presents the period that the Company had outstanding common stock. Basic net loss per share attributable to common shareholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents. Diluted net loss per share attributable to common shareholders is computed by dividing the diluted net loss attributable to common shareholders by the weighted-average number of shares of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common shares equivalents. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting Recently Adopted Accounting Pronouncements In July 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-09, Codification Improvements Debt Modifications and Extinguishments Compensation-Stock Compensation-Income Taxes In August 2018, the FASB issued ASC 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure for Fair Value Measurement In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases Management is finalizing its assessment of the impact of these elections and adoption of this standard on its consolidated financial statements. The Company has gathered and reviewed existing leases and other relevant documents and selected a software solution to facilitate the implementation of this new standard. The Company’s current estimate of the impact of this ASU on the Company’s Consolidated Financial Statements is the recognition of lease assets and liabilities in the range of $111,300 to $114,300 based on current interest rates and population of leases. The Company will continue to evaluate this range and the impact on the Company’s Consolidated Financial Statements. The Company expects to finalize its implementation calculations in the first quarter of 2021. In July 2017, the FASB issued ASU 2017-11, Earnings Per Unit Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In October 2018, the FASB issued ASU 2018-17, Consolidation – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein, and early adoption is permitted. Adoption of Topic 740 is not expected to have a material effect on the Company’s consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”). We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Revenue Recognition [Line Items] | |
Revenue Recognition | NOTE 3. REVENUE RECOGNITION ASC Topic 606, Revenue from Contracts with Customers Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performed the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue as the entity satisfies a performance obligation. Revenues for the year ended December 31, 2018 were presented under ASC 605, Revenue Recognition (“ The Company disaggregates revenue from contracts with customers by service type within our consolidated statements of operations. Both our capitated and other patient service revenue generally relate to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied as noted below within each service type. Capitated Revenue and Accounts Receivable Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population in addition to those provided by the Company. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Our revenues are based upon the estimated PPPM amounts we expect to be entitled to receive from Medicare Advantage managed care payors. The PPPM rates are determined as a percent of the premium the Medicare Advantage plan receives from CMS for our at-risk members. Those premiums are determined via a competitive bidding process with CMS and are based upon the cost of care in a local market and the average utilization of services by the patients enrolled. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Payors with higher acuity patients receive more, and those with lower acuity patients receive less. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after the final data is compiled. As premiums are adjusted via this risk adjustment model, our PPPM payments will change in unison with how our payor partners’ premiums change with CMS. The Company determined the transaction price for these contracts is variable as it primarily includes PPPM fees which can fluctuate throughout the contract based on the acuity of each individual enrollee. Capitated accounts receivable are recorded at contracted rates. Our capitated accounts receivable includes $12,299 and $9,026 as of December 31, 2020 and December 31, 2019, respectively, for acuity-related adjustments that are estimated to be received in subsequent periods. In certain contracts, PPPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. There were no material PPPM adjustments related to performance incentives/penalties for quality-related metrics for the years ended December 31, 2020, 2019 and 2018. The capitated revenues are recognized based on the estimated PPPM transaction price to transfer the service for a distinct increment of the series (i.e. month) and is recognized net of projected acuity adjustments and performance incentives/penalties because the Company is able to reasonably estimate the ultimate PPPM payment of these contracts. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. Subsequent changes in PPPM fees and the amount of revenue to be recognized by the Company are reflected through subsequent period adjustments to properly recognize the ultimate capitation amount. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. Certain third-party payor contracts include a Medicare Part D payment related to pharmacy claims, which is subject to risk sharing through accepted risk corridor provisions. Under certain agreements the fund risk allocation is established where the Company, as the contracted provider, receives only a portion of the risk and the associated surplus or deficit. The Company estimates and recognizes an adjustment to Part D capitated revenues related to these risk corridor provisions, based upon pharmacy claims experience to date, as if the annual risk contract were to terminate at the end of the reporting period. Medicare Part D comprised 2% of capitated revenues for the year ended December 31, 2020 and 3% of medical claims expense for the year ended December 31, 2020. Medicare Part D comprised 3% of capitated revenues and 5% of medical claims expense for years ended December 31, 2019 and 2018. The Company had agreements in place with the payors listed below and payor sources of capitated revenue for each period presented were as follows: For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Humana 45 % 57 % 65 % WellCare/Meridian 15 % 14 % 13 % Cigna-HealthSpring 11 % 9 % 8 % Other 29 % 20 % 14 % Other Patient Service Revenue and Accounts Receivable Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. The composition of other patient service revenue for each period was as follows: For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Care coordination and care management $ 24,251 $ 10,498 $ 2,468 Fee for service 5,040 6,197 5,876 CARES Act grant income 2,199 - - Total other patient service revenue $ 31,490 $ 16,695 $ 8,344 The Company has entered into multi-year agreements with Humana and its affiliates to provide services at certain centers to members covered by Humana. The agreements contain an administrative payment from Humana in exchange for the Company providing certain care coordination services during the term of the contract (“Care Coordination payment”). The Care Coordination payments are recognized in other patient service revenue ratably over the length of the terms stated in the contracts and are refundable to Humana on a pro-rata basis if the Company ceases to provide services at the centers within the length of the term specified in the contracts. We have identified a single performance obligation to stand ready to provide care coordination services to patients, which constitutes a series of distinct service increments. As of December 31, 2020 and 2019, the Company’s contract liabilities related to these payments totaled $16,635 and $7,246, respectively. The short-term portion is recorded in other liabilities and the long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheets. Care management services are provided to enrolled members of certain contracted managed care organizations regardless of whether those members are Oak Street Health patients. Similar to the other care management services provided to the Company’s centers, the Company provides delegated services and other administrative services to plans in order to assist with the management of its Medicare population, therefore, we have identified a single performance obligation to stand ready to provide care management services, which constitutes a series of distinct service increments. In order to provide the care management services necessary to complete our performance per certain contracts, implementation services were performed. Implementation services are a set of tasks that must be performed by the Company to ensure we have the right technology infrastructure to fully perform and provide the services as contracted with the customers. These services are solely for the benefit of the Company and the customer has no access to the technology nor control over the technology. In 2019 the Company received $1,000 in implementation service related payments and deferred the implementation revenues over the contract period of three years. As of December 31, 2020 and 2019, the Company’s deferred amounts related to the implementation payments totaled $472 and $806, respectively. The short-term portion is recorded in other current liabilities and the long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheets. Also included in the year ended December 31, 2020 care coordination and care management total above are revenues recognized related to the Accountable Care Organization (“ACO”) Medicare Shared Savings Program (“Shared Savings Program”). The Shared Savings Program offers providers an opportunity to create an ACO. An ACO agrees to be held accountable for the quality, cost and experience of care of an assigned Medicare fee-for-service beneficiary population. Within the Shared Savings Program, CMS enters into agreements with ACOs. ACOs may share savings with CMS when they lower growth in Medicare Parts A and B fee-for-service expenditures relative to their unique targets (i.e., benchmarks) while meeting quality of care performance standards, or in certain instances, owe losses to CMS when they have higher growth in Medicare Parts A and B fee-for-service expenditures relative to their benchmark. The Company received $2,073 from CMS related to the Shared Savings Program for the year ended December 31, 2020. During the year ended December 31, 2020, the Company received $8,447 from HHS to offset the impacts of COVID-19 pandemic related expenses and lost revenues through the Public Health and Social Services Emergency Fund (see Note 1). The Company recognized $2,199 in other income to offset lost other patient service revenues. Fee-for-service revenue is primarily derived from healthcare services rendered to patients. The services provided by the Company have no fixed duration and can be terminated by the patient or the Company at any time, therefore each treatment is its own standalone contract. Services ordered by a healthcare provider during an office visit are not separately identifiable, and therefore have been combined into a single performance obligation for each contract. The Company recognizes revenue as its performance obligation is completed on the date of service. Fee-for-service revenue is recognized in the period in which services are provided at estimated net realizable amounts from patients, third-party payors and others. The fee-for-service revenue by payor source for each period presented were as follows: For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Medicare 47 % 51 % 58 % Humana 8 % 10 % 13 % Other 45 % 39 % 29 % Other patient service receivables consist primarily of amounts due to us from Medicare and Medicare Advantage plans for fee-for-service patients. The Company reports other patient service receivables net of estimated contractual adjustments or discounts and an allowance for financial assistance as described below. The allowance is based on historical experience and our assessment of patients who qualify for the financial assistance program. Accounts are written off against the allowance account when they are determined to be no longer collectible. The Company has a financial assistance policy in which patients are assessed for financial hardship and other criteria that are used to make a good-faith determination of financial need, in which case the Company will waive or reduce a Medicare beneficiary’s obligation to pay copay, coinsurance or deductible amounts owed for the provision of medical services. The majority of our fee-for-service patients qualify for financial assistance. The total amount of patient revenues that were waived per the Company’s financial assistance policy were $2,582, $5,422, and $2,948 for the years ended December 31, 2020, 2019 and 2018, respectively. The Company’s cost to provide care in regard to the services for which the patient’s financial obligation was waived was estimated to be $7,720, $9,113, and $4,278 for the year ended December 31, 2020, 2019 and 2018, respectively using a cost-to-charge ratio estimate. The Company invests heavily in primary care to prevent unnecessary acute events and manage chronic illnesses, and the cost incurred exceeds the amount that the Company would have realized under fee-for-service payment arrangements. The Company is willing to accept this deficit as many fee-for-service patients become Medicare Advantage patients under capitated arrangements Remaining Performance Obligations As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize revenue. The Company had minimal unsatisfied performance obligations at the end of the reporting periods as our patients typically are under no obligation to continue receiving services at our facilities. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: December 31, 2020 December 31, 2019 Leasehold improvements $ 63,618 $ 56,608 Furniture and fixtures 4,859 3,888 Computer equipment 17,796 9,785 Internal use software 6,116 1,679 Office equipment 9,708 8,934 Construction in process 4,242 3,212 Total, at cost 106,339 84,106 Less accumulated depreciation (27,548 ) (16,710 ) Property and equipment, net $ 78,791 $ 67,396 The Company recorded depreciation expense of $10,838, $7,461 and $4,053 for the years ended December 31, 2020, 2019 and 2018, respectively. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Goodwill and Intangible Assets [Line Items] | |
Goodwill And Intangible Assets | NOTE 5. GOODWILL AND INTANGIBLE ASSETS Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $9,634 at December 31, 2020 and 2019. Intangible assets consisted of the following as of: December 31, 2020 December 31, 2019 Customer relationships (10 year useful life) $ 3,868 $ 3,868 Accumulated amortization (903 ) (516 ) Net book value $ 2,965 $ 3,352 Intangible assets with a finite useful life continue to be amortized over its useful lives. The Company recorded amortization expense of $387, $387 and $129 for the years ended December 31, 2020, 2019 and 2018, respectively. The total expected future annual amortization for the succeeding years ended December 31, is as follows: 2021 387 2022 387 2023 387 2024 387 2025 387 Thereafter 1,030 Estimated aggregate future intangible asset amortization $ 2,965 |
Internal Use Software
Internal Use Software | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Internal Use Software [Line Items] | |
Internal Use Software | NOTE 6. INTERNAL USE SOFTWARE As of December 31, 2020, and 2019, the Company capitalized a total of $6,116 and $1,679 of internal use software and recorded $770 and $327 in accumulated depreciation, respectively. The Company expensed $442, $160, and $89 for the years ended December 31, 2020, 2019 and 2018, respectively. Capitalized external software costs include the actual costs to purchase software licenses from vendors. Costs incurred to maintain existing software are expensed as incurred. |
Other Current and Long-Term Lia
Other Current and Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Other Liabilities [Line Items] | |
Other Current and Long Term Liabilities | NOTE 7. OTHER CURRENT AND LONG-TERM LIABILITIES Accrued compensation and benefits consisted of the following as of: December 31, 2020 December 31, 2019 Accrued paid time off $ 5,021 $ 2,319 Accrued bonus and commission 19,135 16,814 Accrued payroll and taxes 1,788 7,052 CARES Act deferred payroll taxes 3,475 - Other 2,550 2,425 $ 31,969 $ 28,610 Other current liabilities consisted of the following as of: December 31, 2020 December 31, 2019 Humana license fee $ 620 $ 2,753 Lease incentive obligation, current 550 550 Contract liabilities, current 4,290 3,785 Accrual for goods or services received, not invoiced 3,614 2,876 CARES Act advance payments and provider relief funds 2,349 - Other current liabilities 1,189 1,037 $ 12,612 $ 11,001 Other long-term liabilities consisted of the following as of: December 31, 2020 December 31, 2019 Humana license fee, net of current $ 7,371 $ - Contract liabilities, net of current 12,818 5,039 Lease incentive obligation, net of current 5,055 5,605 Bifurcated derivative - 152 CARES Act deferred payroll taxes 3,475 - Other long-term liabilities 20 20 $ 28,739 $ 10,816 |
Liability For Unpaid Claims
Liability For Unpaid Claims | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Liability For Claims And Claims Adjustment Expense [Line Items] | |
Disclosure Of Liability For Unpaid Claims | NOTE 8. LIABILITY FOR UNPAID CLAIMS Medical claims expense and the liability for unpaid claims include estimates of the Company’s obligations for medical care services that have been rendered by third parties on behalf of insured consumers for which the Company is contractually obligated to pay (through the Company’s full risk capitation arrangements), but for which claims have either not yet been received, processed or paid. The Company develops estimates for medical care services incurred but not reported (“IBNR”), which includes estimates for claims that have not been received or fully processed, using a process that is consistently applied, centrally controlled and automated. This process includes utilizing actuarial models when a sufficient amount of medical claims history is available from the third-party healthcare service providers. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, medical care utilization and other medical cost trends, membership volume and demographics, the introduction of new technologies and benefit plan changes. In developing its unpaid claims liability estimates, the Company applies different estimation methods depending on which incurred claims are being estimated. For the most recent three months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average PPPM medical costs incurred in prior months for which more complete claims data are available, supplemented by a review of near-term completion factors (actuarial estimates, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period that have been adjudicated by the Company at the date of estimation). For the months prior to the most recent three months, the Company applies completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. The Company purchases provider excess insurance to protect against significant, catastrophic claims expenses incurred on behalf of its patients. The total amount of provider excess insurance premium was $3,587, $2,507 and $2,150, and total reimbursements were $3,105, $1,047 and $1,368 for the years ended December 31, 2020, 2019 and 2018, respectively. The provider excess insurance premiums less reimbursements are reported in medical claims expense in the consolidated statements of operations. Provider excess recoverables due are reported in other current assets in the consolidated balance sheets. As of December 31, 2020 and 2019, the Company’s provider excess insurance deductible was $250 per member and covered up to a maximum of $5,000 per member per calendar year. The Company’s liabilities for unpaid claims were as follows: December 31, 2020 December 31, 2019 Balance, beginning of period $ 170,629 $ 68,174 Incurred health care costs: Current year 604,926 383,169 Prior years 11,000 268 Total claims incurred 615,926 383,437 Current year (356,461 ) (226,618 ) Prior years (167,522 ) (56,220 ) Total claims paid (523,983 ) (282,838 ) Adjustments to other claims-related liabilities (480 ) 1,856 Balance, end of year $ 262,092 $ 170,629 We assess the profitability of our managed care capitation arrangement to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. No premium deficiency reserves were recorded as of December 31, 2020 and 2019. The following tables provide information about incurred and paid claims development as of December 31, 2020, and 2019: Incurred Claims For the Periods Ending Claims Incurred Year December 31, 2016 December 31, 2017 December 31, 2018 December 31, 2019 December 31, 2020 2016 $ 50,696 50,696 50,696 50,696 50,696 2017 - 125,206 125,206 125,316 125,555 2018 - - 226,724 226,882 225,956 2019 - - - 383,169 394,856 2020 - - - 604,926 Total $ 50,696 175,902 402,626 786,063 1,401,989 Cumulative Paid Claims For the Periods Ending Claims Incurred Year December 31, 2016 December 31, 2017 December 31, 2018 December 31, 2019 December 31, 2020 2016 $ 33,764 49,795 50,702 50,696 50,696 2017 - 89,525 121,580 121,268 125,555 2018 - - 162,883 219,421 226,031 2019 - - - 226,618 383,243 2020 - - - - 356,461 Total $ 33,764 139,320 335,165 618,003 1,141,986 Other claims-related liabilities - - 713 2,569 2,089 Liability for unpaid claims $ 16,932 36,582 68,174 170,629 262,092 In accordance with its policy, the Company reviews its estimated liability for unpaid claims on an ongoing basis. During the year ended December 31, 2020, this review indicated that actual medical claims expense was higher than prior period estimates as well as a change in our historical payor claim receipt and payment patterns. As a result, during the year ended December 31, 2020, the Company updated its estimate of its liability of unpaid claims, primarily based on historical experience of medical claims expense. The result of this updated information was additional medical claims expense related to the year ended December 31, 2019 recorded in 2020 of approximately $11,000. |
Fair value of Financial Instrum
Fair value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Fair Value Of Financial Instruments [Line Items] | |
Fair value of Financial Instruments | Note 9. Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurements and Disclosures Assets and liabilities carried at fair value are required to be classified and disclosed in one of the following three categories: Level 1 Quoted market prices in active markets for identical assets or liabilities. Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 Unobservable inputs that are not corroborated by market data. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, management considers the principal or most advantageous market in which it would transact and considers risks, restrictions, or other assumptions that market participants would use when pricing the asset or liability. The carrying amounts of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximate fair value due to the short maturity of these instruments. The bifurcated derivative associated with the long-term debt (see Note 10) was classified within Level 3 due to a lack of quoted prices in an active market and observable inputs for similar liabilities. The fair value measurements for the bifurcated derivative as of December 31, 2020 and December 31, 2019 was $0 and $152, respectively. The Company paid off its debt and related prepayment and end of term charges as of August 11, 2020 following the IPO; as a result of this extinguishment of debt, the derivative was written off during 2020. The bifurcated derivative liability was included in other long-term liabilities in the consolidated balance sheets as of December 31, 2019. Changes in fair value of the bifurcated derivative were recorded within interest income/(expense) in the consolidated statements of operations and amounted to $152, $663 and $(755) during the year ended December 31, 2020, 2019 and 2018, respectively. |
Long- Term Debt
Long- Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Long- Term Debt | NOTE 10. LONG-TERM DEBT OSH LLC entered into a debt agreement with Hercules Capital, Inc. (“Hercules”) for $20,000 on August 7, 2017, as discussed further below. On August 11, 2020, the Company used a portion of the net proceeds from the IPO to pay off the $80,000 principal outstanding under the Hercules debt agreement, 9.75% interest loan originally due to mature December 2022 in full at a price of 107%. In connection with the voluntary prepayment of the entire remaining borrowings outstanding, the Company recognized the extinguishment of debt charge within interest expense, net of $3,204 during the year ended December 31, 2020 related to the prepayment charge, the end of term charge and the write off of unamortized debt issuance costs. Long-term debt balance consisted of the following as of: December 31, 2020 December 31, 2019 Note payable to Hercules Capital, Inc., originally dated August 7, 2017 and amended April 26, 2019 and January 13, 2020. The note bears a floating interest rate of the greater of 9.75% or the sum the Prime Rate plus 5.00%. $ - $ 80,000 Total debt Less: Unamortized discount and debt issuance costs - 1,347 Current maturities - (18,507 ) Total long-term debt $ - $ 62,840 OSH LLC entered into a debt agreement with Hercules for $20,000 on August 7, 2017. The note bore a floating interest rate of the greater of 9.75% or the sum of i) 9.75%, plus ii) the Prime Rate minus 4.75%. The interest rate at December 31, 2019 was 9.75%, respectively. The note allowed for an additional $10,000 advance subject to terms and conditions of the loan agreement, which was drawn by OSH LLC on June 28, 2018. OSH LLC was able to prepay all, but not less than all, of the entire principal balance prior to maturity with an associated prepayment charge of detailed in the loan agreement. The terms of the loan agreement specified the prepayment penalty ranges from 3% to 1% depending on when prepayment occurred in relation to maturity date: if amounts were prepaid within 12 months of the Closing Date (3.0%); after 12 months but prior to 24 months (2.0%); and any time after 24 months (1.0%). The note was secured by a perfected first position lien on all of OSH LLC’s assets. The original Hercules note required 13 months of interest-only payments, followed by monthly installments on a 36-month amortization schedule with the remaining principal and an end-of-term charge due when the note was set to mature on September 1, 2021. The interest-only period was extended an additional twelve months as OSH LLC met the performance conditions outlined in the loan agreement and received an additional $10,000 on June 28, 2018 as allowed by the note. In April 2019, OSH LLC amended the debt agreement with Hercules to allow for additional tranches to be drawn upon. Tranche I was the existing loan of $30,000, Tranche II was an additional $30,000 available on April 26, 2019, Tranche III was an additional $20,000 available from July 1, 2019 through December 31, 2019 subject to continued covenant compliance, and Tranche IV was an additional $10,000 available from July 1, 2019 through December 31, 2020 subject to future lender investment committee approval. OSH LLC received Tranche II in April 2019 and Tranche III in November 2019 but did not make any further draws. As of the date of the receipt of Tranches II and III, the maturity date of the debt agreement was amended to June 1, 2022, and further extensions of the maturity date occurred upon the draw of additional tranches. In addition, upon the draw of each tranche a 5.95% end-of-term charge was applied to the total drawn amount and was due upon the amended maturity date. In January 2020, OSH LLC amended the debt agreement with Hercules to provide for the following changes subject to certain performance milestones which were met in February 2020: (i) the extension of the principle payment start date from July 1, 2020 to October 1, 2021, (ii) the extension of the loan maturity date from June 1, 2022 to December 1, 2022, (iii) the change in interest rate to the greater of either 9.75% or the sum of the prime rate plus 5.00%, (iv) the change in prepayment charge to 2.0% of the amount prepaid if amounts are prepaid prior to June 30, 2020; 1% if prepaid after June 30, 2020 but on or prior to December 31, 2020; and 0.5% if prepaid thereafter prior to maturity, and (v) the elimination of all financial covenants with the exception of the net patient-level contribution covenant. OSH LLC recorded a derivative liability related to the change in control provisions within the Hercules debt agreement in the amount of $0 and $152 as of December 31, 2020 and 2019, respectively. OSH LLC recognized all changes in fair value of the derivative liability within interest expense of $152, $663 and $(755) for the years ended December 31, 2020, 2019 and 2018 respectively. The estimated fair value of the OSH LLC’s bifurcated derivative instrument was valued using an outcome-probability-weighted discounted cash flow analysis at the end of each reporting period using inputs that were not corroborated by market data which resulted in OSH LLC classifying such derivatives as Level 3 (see Note 9). The carrying amount of long-term debt approximated fair value because the interest rates fluctuate with market interest rates or the fixed rates were based on current rates offered to OSH LLC for debt with similar terms and maturities. Debt issuance costs and original issuance discount As part of entering into the Hercules debt agreement, OSH LLC incurred certain third-party costs. The costs incurred relate to attorney and other third-party costs. Debt issuance costs and original issuance discount as of the periods presented below were as follows: December 31, 2020 December 31, 2019 Accretion of end-of-term charge $ - $ (1,830 ) Original issuance discount - 191 Additional issuance discount - 543 Amortization of deferred financing costs - (251 ) Unamortized discount and debt issuance costs $ - $ (1,347 ) Included in debt issuance costs was an end-of-term charge due to Hercules. The end-of-term charge to be paid in full at the end of the term and was $0 and $4,760 as of December 31, 2020 and 2019, respectively and was accreted over the expected term of the loan. |
Commitments - Litigation And Co
Commitments - Litigation And Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Commitments Litigation And Contingencies | NOTE 11. COMMITMENTS – LITIGATION AND CONTINGENCIES Contingencies The Company is presently, and from time to time, subject to various claims, investigations, suits and other legal proceedings arising in the ordinary course of business. The Company currently believes that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position, or results of operations. Any legal proceedings are subject to inherent uncertainties, and the Company’s view of these matters and its potential effects may change in the future. Uncertainties The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, Government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statues and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Management believes that the Company is in compliance with fraud and abuse as well as other applicable government laws and regulations. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as regulatory actions unknown at this time. |
Commitments - Operating Leases
Commitments - Operating Leases | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Commitments Operating Leases | NOTE 12. COMMITMENTS – OPERATING LEASES The Company leases corporate office space and operating facilities under operating leases. The Company’s headquarters is located in Chicago, Illinois. The Company recognized $20,131, $14,459, and $7,296 in rent expense for the years ended December 31, 2020, 2019 and 2018 respectively, included in cost of care, excluding depreciation and amortization and corporate, general and administrative expenses in the consolidated statements of operations. Minimum lease payments with respect to operating leases of the Company are as follows: 2021 15,825 2022 16,569 2023 15,931 2024 15,172 2025 14,586 Thereafter 93,969 $ 172,052 Various lease agreements provide for escalating rent payments over the life of the respective lease, and the Company recognizes rent expense on a straight-line basis over the life of the lease. This results in a non-interest-bearing liability (deferred rent) that increases during the early portion of the lease term, as the cash paid is less than the expense recognized and reverses by the end of the lease term. The Company recorded $13,532 and $12,901 at December 31, 2020 and 2019, respectively, of deferred rent that was classified as a long-term liability in the consolidated balance sheets. In addition to base rent, the centers are generally responsible for their proportionate share of real estate taxes and common area charges. Most of the leases contain renewal options at the Company’s election whereby the lease could be extended for terms ranging from five to ten years with base rent escalations. |
Redeemable Investor Units
Redeemable Investor Units | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Temporary Equity [Line Items] | |
Redeemable Investor Units | NOTE 13. REDEEMABLE INVESTOR UNITS Pre-IPO Equity Conversion While OSH LLC’s investor units had no conversion rights related to any of the investor unit classes, in response to a reorganization plan to convert OSH LLC into a corporate form (per the OSH LLC’s Amended and Restated Operating Agreement), investor unit holders were eligible to receive capital stock of the Company in number of and with terms relatively consistent to their investor units, as ultimately determined by the Company’s Board of Directors. Prior to the closing of the IPO, the direct and indirect unitholders of OSH LLC completed a series of transactions in accordance with the Master Structuring Agreement that resulted in the Company becoming the ultimate parent company of OSH LLC and the current unitholders of OSH LLC immediately prior to the close of the IPO exchanged their investor units in OSH LLC for common stock of the Company as approved by the Board of Directors of the Company, OSH LLC and OSH Management Holdings, LLC (“OSH MH LLC”). The conversion was an exchange of units between entities under common control and resulted in the unitholders having the same percentage ownership immediately after the IPO as they had prior to the IPO. • General Atlantic LLC and Newlight Partners LP (the “Lead Sponsors”) contributed their respective investor units in the entities through which they currently hold interests in OSH LLC (“Sponsor Blockers”) • OSH LLC merged pursuant to the merger agreement dated August 10, 2020 by and among the Company, OSH LLC and the other signatory • OSH MH LLC, the entity through which our employees owned investor units in OSH LLC, merged pursuant to the merger agreement dated August 10, 2020 by and among the Company, OSH MH LLC and the other signatory party thereto (the “Management Merger”) with and into a newly formed subsidiary of the Company with OSH MH LLC surviving as a wholly owned subsidiary of the Company. Pursuant to the Management Merger, our employees received a total of 268,817 shares of common stock in the Company in exchange for their investor units in OSH MH As a result of the above transactions, all units of redeemable investor units then outstanding, totaling 12,472,242 units as well as their undeclared and deemed dividends of $103,591, were converted into 184,787,783 shares of common stock and their carrying value, totaling $545,001 was reclassified into stockholders’ equity on our consolidated balance sheet. See further discussion of the rights and characteristics below related to the investor units. Redeemable Investor Units Prior to the IPO, the redeemable investor units consisted of three classes: investor units I, investor units II and investor units III. Due to contingent redemption features, the investor units were presented as temporary equity in the mezzanine section of the consolidated balance sheets before the completion of the IPO. Redeemable investor units consisted of the following at the issuance price per unit as of December 31, 2019: December 31, 2019 Units Issued and Outstanding Issuance Price per Unit Total Value Investor Units I 382,572 $ 12.00 $ 4,591 Investor Units II 509,796 16.20 8,259 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 20.25 37,916 Investor Units III-A – Issued after December 1, 2015 6,043,421 26.38 159,425 Investor Units III-B 568,613 26.38 15,000 Investor Units III-C 747,661 58.78 43,948 Investor Units III-D 876,147 58.78 51,500 Total 11,000,619 $ 320,639 Redeemable investor units consisted of the following at the issuance price per unit as of December 31, 2018: December 31, 2018 Units Issued and Outstanding Issuance Price per Unit Total Value Investor Units I 382,572 $ 12.00 $ 4,591 Investor Units II 509,796 16.20 8,259 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 20.25 37,916 Investor Units III-A – Issued after December 1, 2015 6,043,421 26.38 159,425 Investor Units III-B 568,613 26.38 15,000 Investor Units III-C 747,661 58.78 43,948 Investor Units III-D 850,629 58.78 50,000 Total 10,975,101 $ 319,139 The following table shows OSH LLC’s activity related to its investor units as of and for the periods ending: Investor Units I Investor Units II Investor Units III-A Investor Units III-B Investor Units III-C Investor Units III-D Investor Units III-E Total Outstanding, January 1, 2018 537,499 638,151 5,598,979 - - - - 6,774,629 Exercised 25,000 21,000 - 568,613 - - - 614,613 Issued - - 2,463,988 - 747,661 850,629 - 4,062,278 Tender Offer (179,927 ) (149,355 ) (147,137 ) - - - - (476,419 ) Outstanding, December 31, 2018 382,572 509,796 7,915,830 568,613 747,661 850,629 - 10,975,101 Issued - - - - - 25,518 - 25,518 Outstanding, December 31, 2019 382,572 509,796 7,915,830 568,613 747,661 876,147 - 11,000,619 Issued - - - - - - 1,471,623 1,471,623 Conversion (382,572 ) (509,796 ) (7,915,830 ) (568,613 ) (747,661 ) (876,147 ) (1,471,623 ) (12,472,242 ) Outstanding, December 31, 2020 - - - - - - - - In May 2019, OSH LLC issued 25,518 units of investor units III-D in exchange for $1,500. The price per unit was $58.78. In February 2020, OSH LLC issued 1,471,623 units of investor units III-E in exchange for $230,000. The price per unit was $156.29. There was $5,638 in legal fees recorded as a reduction of equity as result of the capital raise. Prior to the equity conversion that occurred as a result of the IPO, the redeemable investor units had the following rights and characteristics: Dividends Dividends were payable in cash, if declared, by OSH LLC’s Board of Directors or upon a liquidation, deemed liquidation event or as determined by the Board of Directors in its sole discretion. OSH LLC did not declare dividends for the years ended December 31, 2019 and 2018, respectively. Preferred Return Whether or not declared or approved by the Board of Directors, the holders of the investor units accrued a preferred return in the amount of 8%, per annum, on the varying balance of each investor units’ unreturned capital contribution beginning on the date of initial investment. This preferred return was cumulative and took into account, in determining the satisfaction of the preferred return, all distributions resulting from or paid to members holding investor units in connection with a dissolution or deemed liquidation event. The following table shows accumulated dividends on the redeemable investor units on a cumulative basis as of the periods presented below: August 10, 2020* December 31, 2019 December 31, 2018 Units Per Unit Total Units Per Unit Total Units Per Unit Total Series Investor Units I 382,572 $ 8.53 $ 3,265 382,572 $ 7.60 $ 2,908 382,572 $ 6.15 $ 2,352 Investor Units II 509,796 10.15 5,175 509,796 8.95 4,563 509,796 7.09 3,613 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 10.48 19,627 1,872,409 9.09 17,020 1,872,409 6.92 12,950 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47,757 6,043,421 6.34 38,323 6,043,421 3.92 23,674 Investor Units III-B 568,613 5.51 3,132 568,613 4.06 2,306 568,613 1.80 1,024 Investor Units III-C 747,661 11.34 8,477 747,661 8.14 6,089 747,661 3.19 2,383 Investor Units III-D 876,147 8.98 7,865 876,147 5.89 5,162 850,629 1.18 1,004 Investor Units III-E 1,471,623 5.64 8,293 - - - - - - $ 103,591 $ 76,371 $ 47,000 * Note these accumulated dividends were included in the pre-IPO equity conversion to common stock discussed in the section “Pre-IPO Equity Conversion” above. As a result, there were no remaining accumulated dividends as of December 31, 2020. Redemption OSH LLC’s investor units had no mandatory redemption provisions. The investor units were redeemable upon the following events: an acquisition, an asset transfer or the sale, lease, transfer or other disposition of all or substantially all of the assets of OSH LLC (“Deemed Liquidation Event”), and OSH LLC determined that it did not fully control the effectuation or consummation of events that would be considered a Deemed Liquidation Event. This was because: (i) OSH LLC’s Board of Directors was required to approve such a transaction, and (ii) the holders were collectively entitled to elect 5 of the 8 Board Members which gave them a majority of the Board of Directors, giving the investor unit holders effective control of the Board of Directors. Therefore, the investor units were required to be presented outside of permanent equity as mezzanine equity on OSH LLC’s consolidated balance sheets. Liquidation In the event of a liquidation, dissolution or winding up of OSH LLC, the holders of each of the various types of investor units would receive liquidation preference, prior and in preference to any distribution of any of the assets or surplus funds of OSH LLC to the holders of founders’ units, equal to the greater of (i) the applicable liquidation preference (the applicable liquidation preference is described in the OSH LLC Sixth Amended and Restated Limited Liability Company Operating Agreement) or (ii) the amount the holders of the investor units would receive if such holders had converted their units into founders’ units immediately prior to such liquidation event. Voting Rights Founders’ units and investor units, specifically excluding the investor units III-B, were collectively referred to as “voting units.” On any matter presented to the members for their action and consideration at any meeting, each holder of outstanding voting units was entitled to cast the number of votes equal to the number of whole units held of record by such holder as of the record date for determining those members entitled to vote on any such matters. Warrants The Company issued 568,613 warrants to entitle the investor to purchase up to an aggregate $15,000 in investor units III-B at a price of $26.38 per unit to settle a disagreement. The warrant terms stated that the investor may exercise the warrants on a single occasion any time between the date of issuance and expiration date. On February 22, 2018, the investor exercised all 568,613 warrants to purchase investor units III-B of the Company at an exercise price of $26.38 per unit for total proceeds of $15,000 to the Company. The Company accounted for the warrant obligation as a liability. There were no warrants remaining for the years ending December 31, 2020, 2019 and 2018. The Company recognized a change in fair value of the warrants of $211 in 2018, which was recorded within other expenses on the consolidated statements of operations. 2018 Tender Offer In connection with a Tender Offer (“2018 Tender Offer”) (see Note 14 for further details), the Company sought to obtain capital to pay the aggregate 2018 Tender Offer purchase price through the issuance and sale of investor units III-C of the Company. The Company authorized the sale and issuance of up to 1,224,907 investor units III-C, which were sold at the same per unit price as the 2018 Tender Offer. In April 2018, two investors purchased an aggregate of 747,661 units of investor units III-C at $58.78 per unit for total aggregate proceeds of $43,948. The cash proceeds were used by the Company to complete the repurchase of units tendered. There were no embedded features within the III-C Units sold requiring accounting separate from the units themselves. In addition, the units sold are subject to the same redemption rights as the Company’s other investor units and have therefore been included within temporary equity on the Company’s consolidated balance sheets. The 2018 Tender Offer price paid for the redeemable investor units was a premium paid at redemption representing a return similar to a dividend to the preferred unitholders. Accordingly, the difference of $20,313 between the fair value of the consideration paid of $28,004 by the Company upon redemption and the carrying value of the redeemable investor units of $7,691 was treated as a deemed dividend in the consolidated financial statements. |
Stockholders' Equity_ Members'
Stockholders' Equity/ Members' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Stockholders' Equity/ Members' Deficit | NOTE 14. STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT Pre-IPO Equity Conversion In March 2018, OSH LLC’s Board of Directors approved the Amended and Restated Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan states that in the occurrence of an IPO, the Board of Directors may, in its discretion, (i) cause the exchange of incentive units for units or shares of common stock or other equity securities and apply the vesting provisions applicable to the incentive units to such shares of common stock or other equity securities; (ii) adjust the number of incentive units issued under the Incentive Plan or under any particular award; (iii) adjust the hurdle value applicable to any incentive units; and/or (iv) cancel all or any portion of the incentive units in exchange for payment to the plan participant in cash or capital stock (or other equity interests) or any combination thereof, of the fair market value of the incentive units; in each case, determined by the Board of Directors in a manner generally consistent with the treatment of other units, taking into consideration the relative rights of all units, including the hurdle value applicable to incentive units. As discussed in Note 13 above, the current unitholders of OSH LLC immediately prior to the close of the IPO exchanged their founders’ units, incentive units and profits interests in OSH LLC for common stock of the Company as approved by the Board of Directors of the Company, OSH LLC and OSH Management Holdings, LLC (“OSH MH LLC”). • Pursuant to the Company Merger, the investors in OSH LLC received a total of 226,940 • Pursuant to the Management Merger, our employees received a total of 37,884,061 shares of common stock, 22,612,472 of which are subject to service-based vesting (RSAs), and also received 14,313,416 options to purchase common stock of the Company As a result of the abovementioned conversion, all units of members’ capital (founders’ units, incentive units and profits interests) then outstanding, totaling 3,456,634 were converted into 38,111,001 shares of common stock, 22,612,472 of which are considered RSAs. The carrying value of $7,006 was reclassified into common stock and additional paid in capital on our consolidated balance sheet. Common Stock and Units As discussed in Note 1, upon completion of our IPO in August 2020, the Company sold 17,968,750 shares of common stock at an offering price of $21.00 per share, including 2,343,750 shares of common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. In connection with the IPO, we increased our authorized shares from 1,000 to 500,000,000 shares of our common stock, par value of $0.001. The Company’s common stock/units consisted of the following founders’ units, incentive units, profits interests, and common stock (see Note 15) as of the period ended: Founders’ Units (par value of $0.01 per unit) Incentive Units (par values range from $0.00 to $26.00 per unit) Profits Interests (no par value) Common Stock Total Balance as of January 1, 2018 810,463 48,013 695,858 - 1,554,334 Granted - - 892,118 - 892,118 Exercised - 6,000 - - 6,000 Repurchased/Forfeited - - (92,681 ) - (92,681 ) Tender Offer (204,150 ) (40,258 ) (41,147 ) - (285,555 ) Balances as of December 31, 2018 606,313 13,755 1,454,148 - 2,074,216 Granted - - 496,763 - 496,763 Exercised - - - - - Repurchased/Forfeited - - (40,115 ) - (40,115 ) Balance as of December 31, 2019 606,313 13,755 1,910,796 - 2,530,864 Granted - - 1,095,067 - 1,095,067 Tender Offer (107,208 ) (1,142 ) (22,801 ) - (131,151 ) Exercised - - - - - Repurchased/Forfeited - - (38,146 ) (115,799 ) (153,945 ) Conversion of pre IPO units (499,105 ) (12,613 ) (2,944,916 ) - (3,456,634 ) Conversion common stock 222,898,784 222,898,784 Initial Public Offering - - - 17,968,750 17,968,750 Exercised - - - 4,979 4,979 Balances as of December 31, 2020 - - - 240,756,714 240,756,714 2020 Tender Offer Upon OSH LLC’s Board of Directors’ approval, OSH LLC issued a Tender Offer to Purchase for cash dated March 30, 2020 (the “2020 Tender Offer”) which expired on April 27, 2020 up to $20,000 of eligible units at a purchase price of $156.29 per eligible unit. Founders’ units, incentive units, and profits interests that were not subject to vesting or risk of forfeiture and, if there was a hurdle value applicable to the profits interests, that were awarded prior to March 30, 2018, were eligible to be tendered to OSH LLC for purchase. This 2020 Tender Offer allowed the directors, officers and employees (including the founders) the option to have their eligible units repurchased; unit holders were permitted to sell any number of any class of eligible units, subject to a 10% threshold. The 2020 Tender Offer was not conditioned on any minimum number of eligible units being tendered, and OSH LLC was not contractually obligated to redeem these units. On April 27, 2020, OSH LLC purchased all eligible units, other than profits interests subject to a hurdle value, at a price of $156.29 per eligible unit net to the sellers in cash, without interest. OSH LLC purchased profits interests that had a hurdle value at a price for each profits interests equal to the excess of $156.29 over the per profits interests amount of that hurdle value net to the sellers in cash, without interest. The purchase price offered in the 2020 Tender Offer for eligible units was the same for all classes of eligible units (other than profits interests, for which the purchase price was adjusted to reflect the applicable hurdle value), even though their relative priorities in distributions may differ. The following units were tendered to OSH LLC: Number of Units Tendered Purchase Price per Unit Total Purchase Price Founders’ Units 107,208 $ 156.29 $ 16,756 Incentive Units 1,142 156.29 178 Profits Interest Hurdle Value $265,158 17,622 136.04 2,397 Profits Interest Hurdle Value $346,107 3,684 129.91 479 Profits Interest Hurdle Value $386,277 1,495 126.90 190 Total Common Units 131,151 $ 20,000 The units (including profits interests) were repurchased at an amount per unit in excess of the fair value, which resulted in additional unit based compensation expense of $606 within corporate, general and administrative expenses in the consolidated statements of operation for the year ended December 31, 2020. Members’ capital cannot be reduced to less than the stated value of common shares outstanding; therefore, any additional value above the remaining ownership is a direct reduction to members’ deficit. Accordingly, $5,895 was recorded as a reduction in members’ capital and the remaining $13,498 was recorded in accumulated deficit at the time that the 2020 Tender Offer was completed. 2018 Tender Offer The Company issued a Tender Offer to Purchase for cash by the Company dated March 21, 2018 (the “2018 Tender Offer”) up to $72,000 of eligible units at a purchase price of $58.78 per eligible unit. All investor units I, investor units II, and investor units III were eligible to be tendered to the Company for purchase. Also, incentive units and profits interests were eligible to be tendered to the Company if they were not subject to vesting or risk of forfeiture and if they were awarded prior to March 21, 2016. On April 20, 2018, the Company purchased all eligible units, other than profits interests subject to a hurdle value, at a price of $58.78 per eligible unit net to the sellers in cash, without interest. The Company purchased profits interests that had a hurdle value at a price for each profits interests equal to the excess of $58.78 over the per profits interests amount of that hurdle value net to the sellers in cash, without interest. The 2018 Tender Offer was not conditioned on any minimum number of eligible units being tendered. The purchase price offered in the 2018 Tender Offer for eligible units was the same for all classes of eligible units (other than profits interests, for which the purchase price was adjusted to reflect the applicable hurdle value), even though their relative priorities in distributions may differ. Eligible units that the Company acquired pursuant to the 2018 Tender Offer were cancelled and retired by the Company. The 2018 Tender Offer price paid for the common units (including profits interests) was repurchased at an amount per unit significantly in excess of the fair value of those units repurchased, so an allocation of the repurchase price to other elements of the 2018 Tender Offer was necessary. The Company determined that the excess represents compensation expense and has recorded $12,104 within corporate, general and administrative expenses in the consolidated statements of operations related to the excess paid over fair value as of the year ended December 31, 2018. Preferred Stock In connection with our IPO, we authorized the issuance of 50,000,000 shares of our preferred stock, par value $.001. |
Stock And Unit-Based Compensati
Stock And Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Stock and Unit-Based Compensation | NOTE 15. STOCK AND UNIT-BASED COMPENSATION 2020 Omnibus Incentive Plan Immediately prior to the effective date of our IPO, on August 5, 2020, the Company’s Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan,”) which was subsequently approved by OSH LLC’s and OSH MH LLC’s majority unitholders. Under the 2020 Plan, employees, consultants and directors of our Company and our affiliates that perform services for us are eligible to receive awards. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, RSAs, performance awards, other share-based awards (including restricted stock units (“RSUs”)) and other cash-based awards. ISOs may be granted only to employees, including officers. All other awards may be granted to employees, including officers, non-employee directors and consultants. The maximum number of shares available for issuance under the 2020 Plan may not exceed 48,138,967 shares (subject to annual increases as approved by the Board of Directors). Post-IPO Equity Awards Stock Options The following is a summary of stock option activity transactions as of and for the periods ended December 31, 2020 and 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2019 - Conversion 14,313,416 $ 21.00 Granted 694,350 21.24 Exercised (6,607 ) 21.00 Cancelled (42,190 ) 21.05 Outstanding, December 31, 2020 14,958,969 $ 9.60 $ 600,590 Options exercisable as of December 31, 2020 1,927,295 $ 9.60 $ 77,400 The aggregate intrinsic value of options exercised for years ended December 31, 2020 and 2019 was $404 and $0, respectively. Aggregate intrinsic value represents the difference between the exercise price of the option and the closing price of the Company’s common stock on the date of exercise. The fair value of options granted for years ended December 31, 2020 and 2019 was $90,138 and $0, respectively. RSAs The RSAs were granted as part of the pre-IPO conversion (see Note 14). The following is a summary of RSA transactions as of and for the years ended December 31, 2020 and 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion 22,612,472 $ 11.44 Granted - Vested (897,555 ) 3.22 Canceled and forfeited (115,799 ) 13.41 Unvested, December 31, 2020 21,599,118 $ 11.77 RSUs The following is a summary of RSU transactions as of and for the years ended December 31, 2020 and 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion - Granted 224,912 $ 31.82 Vested - Canceled and forfeited (8,108 ) 21.45 Unvested, December 31, 2020 216,804 $ 32.21 Employee Stock Purchase Plan On August 5, 2020, the Board of Directors adopted, and the OSH LLC’s and OSH MH LLC’s majority unitholders approved, the 2020 Employee Stock Purchase Plan (the “ESPP”) for the issuance of up to a total of 2,386,875 shares of common stock. In addition, the number of shares available for issuance under the ESPP will be increased annually on January 1 of each calendar year beginning in 2021 and ending in and including 2030, by an amount equal to the lesser of (A) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by our Board of Directors, subject to an increase each January. In no event will more than 30,000,000 shares of our common stock will be available for issuance under the ESPP. Each offering period will be approximately six months in duration commencing on January and July 1 of each year and terminating on June 30 or December 31. The ESPP allows participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the grant date or purchase date. As of December 31, 2020, no shares of common stock have been purchased under our ESPP. Pre-IPO Equity In 2013, OSH LLC’s Board of Directors adopted an equity incentive plan, subsequently replaced by the Equity Incentive Plan in 2015, in which OSH LLC had granted awards in the form of incentive units options to employees, officers, directors, consultants, and other service providers of the Company. In 2015, OSH LLC’s Board of Directors adopted the Equity Incentive Plan (the “Equity Incentive Plan”). Under the Equity Incentive Plan, OSH LLC granted awards in the form of profits interests to employees, officers, and directors. Incentive Units Options All of the incentive units options were converted to common stock (see discussion of the conversion in Note 14) and none of the incentive units options remained outstanding at the end of the period. During the years ended December 31, 2019 and 2018, 6,000 and zero of the incentive units options were exercised, respectively. At December 31, 2019 and 2018, 2,000 of the incentive units options remained outstanding at the end of the periods. The options outstanding as of December 31, 2019 and 2018 had a per unit exercise price of $12.00. Profits Interests Before the Company completed its IPO in August 2020 and adopted the 2020 Plan, OSH LLC entered into award agreements (“profits interests award”) which granted profits interests of OSH LLC. These profits interests represented profits interest ownership in OSH LLC tied solely to the accretion, if any, in the value of OSH LLC following the date of issuance of such profits interests. Profits interests participated in any increase of OSH LLC value related to their profits interests after the hurdle value had been achieved and OSH LLC’s profits interests received the agreed-upon return on their invested capital. The profits interests awards generally vested either over a requisite service period or were contingent upon a performance condition. OSH LLC granted 1,095,067, 496,763 and 892,118 profits interests awards during the years ended December 31, 2020, 2019 and 2018, respectively. Each profits interests award contained the following material terms: • The profits interests received distributions (other than tax distributions) only upon a liquidity event, as defined, that exceeded a threshold equivalent to the fair value of OSH LLC, as determined by OSH LLC’s Board of Directors, at the grant date. • A portion of the awards vested over a period of continuous employment or service (“service-vesting units”) while the other portion of the awards only vested in the event of the Sponsor’s Exit (“performance-vesting units”). The service-vesting units provides for accelerated vesting upon Sponsor’s Exit should the participant’s employment be terminated (other than for cause) after the Sponsor’s Exit, but prior to the final service vesting date. • All awards included a repurchase option at the election of OSH LLC for the vested portion upon termination of employment or service. • A Sponsor's Exit is defined to occur if either 1. a Sponsor sells down to one or more third parties their direct or indirect equity investment in OSH LLC to less than 20% of the units owned by such sponsor, or 2. a sale, transfer or other disposition of all or substantially all of the assets of OSH LLC to one or more third parties. Profits interests were accounted for as equity using the fair value method, which required the measurement and recognition of compensation expense for all profit interest-based payment awards made to OSH LLC’s employees based upon the grant date fair value. OSH LLC had concluded that both the service-vesting units and the performance-vesting units were subject to a market condition and assessed the market condition as part of its determination of the grant date fair value. For performance-vesting units, OSH LLC recognized unit-based compensation expense when it was probable that the performance condition would be achieved. OSH LLC analyzed if a performance condition was probable for each reporting period through the settlement date for awards subject to performance vesting. For service-vesting units, OSH LLC recognized unit-based compensation expense over the requisite service period for each separately vesting portion of the profits interest as if the award was, in-substance, multiple awards. Historically, OSH LLC determined the fair value of each award on the date of grant using both the income and market approaches, including the Backsolve method with a risk free rate of 1.58% and 2.46%, volatility of 35.0% and 35.0% and 2.19 and 2.80 years to liquidity assumptions used for grants issued for the years ended December 31, 2019 and 2018. The volatility assumption used in the weighted-average income and market approaches was based on the expected volatility of public companies in similar industries, adjusted to reflect the differences between OSH LLC and public companies in size, resources, time in industry, and breadth of product and service offerings. Expected dividend yield was assumed to be zero given OSH LLC’s history of declaring dividends and OSH LLC’s lack of intent to pay dividends in the foreseeable future. Prior to the closing of the IPO, the outstanding profits interests were converted into common stock and RSAs and options (see Note 14 for further discussion on the conversion). The following is a summary of profits interests transactions as well as the profits interests outstanding and their corresponding hurdle values as of and for the years ended December 31, 2020, 2019 and 2018: Profits Interests Weighted- Average Grant Date Fair Value Outstanding, January 1, 2018 695,858 $ 2.02 Granted 892,118 2.61 Vested 131,558 1.81 Forfeited/Repurchased (133,828 ) 2.33 Outstanding, December 31, 2018 1,454,148 $ 2.35 Granted 496,763 42.35 Vested 193,375 2.32 Forfeited/Repurchased (40,115 ) 5.74 Outstanding, December 31, 2019 1,910,796 $ 12.68 Granted 1,095,067 55.03 Vested 271,710 8.96 Forfeited/Repurchased (60,947 ) 9.75 Conversion (2,944,916 ) 28.49 Outstanding, December 31, 2020 - $ - Vested outstanding, December 31, 2020 - - Vested outstanding, December 31, 2019 389,531 Vested outstanding, December 31, 2018 205,665 As of December 31, 2020 As of December 31, 2019 As of December 31, 2018 Units Outstanding Hurdle Value Units Outstanding Hurdle Value Units Outstanding Hurdle Value - $ 265,158 111,076 $ 234,834 118,737 $ 234,834 - 346,107 160,492 306,706 166,929 306,712 - 386,277 45,275 342,451 52,050 342,451 - 685,350 265,374 608,955 273,421 608,966 - 782,361 462,292 645,000 451,908 645,000 - 922,500 521,225 697,700 52,201 696,723 - 1,582,500 345,062 1,310,000 338,902 1,310,000 - 1,910,796 1,454,148 Stock and Unit-Based Compensation Expense The Company recognized $68,722, $0, and $0 in stock-based compensation expense related to options, RSAs and RSUs for the years ended December 31, 2020, 2019 and 2018, respectively. The Company recognized $9,285, $4,099, and $806 in unit-based compensation expense related to the profits interests for the years ended December 31, 2020, 2019 and 2018, respectively. As part of the pre-IPO equity conversion discussed in Note 14, the profits interests that were subject to vesting over a period of continuous employment or service and were unvested upon the conversion were converted into RSAs and options that vest over the remaining requisite service period from the original grant dates. The unvested profits interests that were subject to vesting upon the Sponsor’s Exit performance condition were converted into RSAs and options that cliff vest between two years post IPO and four years from the original grant dates. As a result of this conversion and modification of vesting terms from Sponsor’s Exit to service-based vesting, the Company determined that 984,560 RSAs and options should be accounted for as a Type III modification (the award was not probable to vest prior to the modification but it was probable of vesting under the modified condition) for the year ended December 31, 2020. The stock compensation expense recorded for these modifications was $49,451 for year ended December 31, 2020. These amounts were recognized within sales and marketing as well as corporate, general and administrative expenses in the consolidated statements of operations. As of December 31, 2020, the Company had approximately $274,204 in unrecognized compensation expense related to all non-vested awards (RSAs, options and RSUs) that will be recognized over the weighted-average period of 1.62 years. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Income Tax | NOTE 16. INCOME TAX Income tax expense (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss as of December 31, 2020, 2019 and 2018, were as follows: For the Year Ended Income tax provision (benefit) 2020 2019 2018 At statutory rate $ (40,331 ) $ (22,489 ) $ (16,739 ) State taxes (2,382 ) (2,276 ) (1,481 ) State valuation allowance 2,382 2,276 1,481 Federal valuation allowance 16,715 10,210 4,169 Stock based compensation 15,667 - - Partnership book losses not subject to tax 7,535 12,251 12,570 Permanent items 414 28 - Total current income tax expense $ - $ - $ - As of December 31, 2020, 2019 and 2018, the Company had no unrecognized tax benefits. Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes as of December 31, 2020 and 2019 were as follows: Deferred income tax assets: 2020 2019 Federal net operating loss carryforwards $ 45,847 $ - State net operating loss carryforwards 15,190 58 Deferred revenue 3,776 765 Reserves and accruals 491 16,000 Stock based compensation 799 - Interest expense limitation 4,755 - Deferred rent 5,294 - IBNR reserve 5,442 4,844 Payroll accruals 8,762 - Allowance for doubtful accounts 1,793 - Accrued professional fees 774 - Total deferred tax assets $ 92,923 $ 21,667 Valuation allowance $ (85,845 ) $ (21,570 ) Net deferred income tax assets $ 7,078 $ 97 Deferred income tax liabilities: Other intangibles $ (314 ) $ - Fixed assets (4,147 ) - Prepaids (1,376 ) - Other - (25 ) Outside basis difference in a partnership (1,241 ) (72 ) Net deferred income tax liabilities $ (7,078 ) $ (97 ) Net deferred income taxes $ - $ - Realization of our deferred tax assets is dependent upon future earnings, if any, the timing, and amount of which are uncertain. Because of our lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance. In evaluating its ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. As of December 31, 2020 and 2019, the Company has recorded a full valuation allowance of $(85,845) and $(21,570) respectively as the Company has concluded that it is not more likely than not the deferred tax assets will be realized. The valuation allowance increased by $64,275 for the year ended December 31, 2020 of which $19,097 was from continuing operations and $45,178 was accounted for in equity in connection with the IPO and Organizational Transactions. The valuation allowance increased $12,486 for the year ended December 31, 2019 all of which was from continuing operations. At December 31, 2020, the Company had federal and state net operating loss (“NOLs”) carryforwards of approximately $218,321 and $174,527, respectively. The Federal NOLs arising in taxable years beginning before December 31, 2017, in the amount of $54,131, will begin to expire in the year 2035. For Federal NOLs rising in taxable years beginning after December 31, 2017, in the amount of $164,190, will be carried forward and has an indefinite life. However, the utilization of the NOLs carryforward is limited to 80% of taxable The Company is no longer subject to U.S. federal, state and local, or non-U.S., income tax examinations by tax authorities for years before 2015. As of December 31, 2020, the tax years 2016 through 2019 remain open in the U.S. Due to carryover losses, the NOLs are still subject to examination. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company has no amounts accrued for interest or penalties at December 31, 2020 and 2019. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Variable Interest Entities | NOTE 17. VARIABLE INTEREST ENTITIES The Physician Groups (as defined in Note 1) were established to employ healthcare providers, contract with managed care payors and to deliver healthcare services to patients in the markets that the Company serves. The Company evaluated whether it has a variable interest in the Physician Groups, whether the Physician Groups are VIEs, and whether the Company has a controlling financial interest in the Physician Groups. The Company concluded that it has variable interests in the Physician Groups on the basis of its Administrative Service Agreement (“ASA”) which provides for reimbursement of costs and a management fee payable to the Company from the Physician Groups in exchange for providing management and administrative services which creates risks and a potential return to the Company. The Physician Group’s equity at risk, as defined by U.S. GAAP, is insufficient to finance its activities without additional support, and, therefore, the Physician Groups are considered VIEs. In order to determine whether the Company has a controlling financial interest in the Physician Groups, and, thus, is the Physician’s primary beneficiary, the Company considered whether it has i) the power to direct the activities of Physician Groups that most significantly impact its economic performance and ii) the obligation to absorb losses of the Physician Groups that could potentially be significant to it or the right to receive benefits from Physician Groups that could potentially be significant to it. The Company concluded that the shareholders and employees of the Physician Groups are structured in a way that neither shareholders, employees nor their designees have the individual power to direct the activities of the Physician Groups that most significantly impact its economic performance. Under the ASA, OSH MSO is responsible for providing management and administrative services related to the growth of the patient population of the Physician Groups, the management of that population’s healthcare needs and the provision of required healthcare services to those patients. The Company has concluded that the success or failure of OSH MSO in conducting these activities will most significantly impact the economic performance of the Physician Groups. In addition, the Company’s variable interests in the Physician Groups provide the Company with the right to receive benefits that could potentially be significant to it. The single member of the Physician Groups is a member and employee of the Company. As a result of this analysis, the Company concluded that it is the primary beneficiary of the Physician Groups and therefore consolidates the balance sheets, results of operations and cash flows of the Physician Groups. The Company performs a qualitative assessment of the Physician Groups on an ongoing basis to determine if it continues to be the primary beneficiary. The table below illustrates the VIE assets and liabilities and performance for the Physician Groups: December 31, 2020 December 31, 2019 Total assets $ 286,148 $ 252,629 Total liabilities 332,060 230,527 For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Total revenues $ 865,271 $ 549,046 $ 317,938 Medical claims expense 615,925 383,437 226,724 Cost of care 63,804 41,092 25,950 Total operating expenses $ 679,729 $ 424,529 $ 252,674 Physician Group revenues consist of amounts recognized for services provided to patients and includes capitated revenue and a portion of the Company’s other patient service revenue and excludes certain care management services. All capitation arrangements are executed at the Physician Group level. Operating expenses consist primarily of medical claims expense, a majority of which are third-party medical claims expenses and administrative health plan fees and exclude fees to perform payor delegated activities and provider excess insurance costs. Cost of care, excluding depreciation and amortization primarily include provider salaries and benefits and other clinical operating costs which are reported in cost of care, excluding depreciation and amortization in the consolidated statements of operations. These amounts do not include intercompany revenues and costs, principally management fees between OSH MSO and the Physician Groups, which are eliminated in consolidation. There are no restrictions on the Physician Groups’ assets or on the settlement of its liabilities. The assets of the Physician Groups can be used to settle obligations of the Company. The Physician Groups are included in the Company’s obligated group; thus, creditors of the Company have recourse to the assets owned by the Physician Groups. There are no liabilities for which creditors of the Physician Groups do not have recourse to the general credit of the Company. There are no restrictions placed on the retained earnings or net income of the Physician Groups with respect to potential dividend payments. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Related Parties | NOTE 18. RELATED PARTIES Humana In September 2018, the Company signed an agreement issuing 850,629 of a new class of investor units (Investor Units III-D) to Humana in exchange for $50,000. The balance related to Humana represented $55,084 of the redeemable investor units’ balance at December 31, 2019, which included accumulated preferred dividends in addition to Humana’s invested capital. Revenues The Company also has capitated managed care contracts with Humana. Total capitated revenue related to the Humana payor contracts were $385,744, $307,867, and $201,364 for the years ended December 31, 2020, 2019 and 2018, respectively. Capitated receivables from Humana represented $65,731 and $49,647 of the capitated accounts receivable balance at December 31, 2020 and 2019, respectively. Within the Company’s other patient services revenue, revenues from Humana include both fee-for-service revenue and care coordination revenue. The Company had recognized $403, $620, and $764 in other patient service revenue for the years ended December 31, 2020, 2019 and 2018, respectively, related to the fee-for-service revenues. The Company had recognized $3,211, $2,373 and $2,313 in other patient service revenue for the years ended December 31, 2020, 2019 and 2018, respectively related to the Care Coordination arrangements. There were 23 Humana alliance centers opened in 2020. Receivables from Humana represented $38 and $66 of the other patient services receivable balances at December 31, 2020 and 2019, respectively, which were all related to fee-for-service arrangements. The unearned portion of the Care Coordination payments was recorded as contract liabilities in both the short term and long-term other liabilities accounts. The liability related to Humana Care Coordination payments represented $3,956 and $2,540 of other current liabilities and $12,679 and $4,705 of other long-term liabilities’ balances at December 31, 2020 and 2019, respectively. Expenses Total medical claims expenses related to the Humana payor contracts were $254,867, $211,577, and $149,416 in the years ended December 31, 2020, 2019 and 2018, respectively. Unpaid claims related to Humana capitated contracts represented $78,485 and $58,916 of the liability for unpaid claims balances at December 31, 2020 and 2019, respectively. The Humana alliance provision contains an arrangement for a license fee that is payable by the Company to Humana for the Company’s provision of health care services in certain centers owned or leased by Humana. The license fee is a reimbursement to Humana for its costs of owning or leasing and maintaining the centers, including rental payments, center maintenance or repair expenses, equipment expenses, special assessments, cost of upgrades, taxes, leasehold improvements and other expenses identified by Humana. The total license fees paid to Humana for the years ended December 31, 2020, 2019 and 2018 were $2,684, $2,100 and $906, respectively, and are included in cost of care, excluding depreciation and amortization in the consolidated statements of operations. The liability for the Humana license fee represented $620 and $2,753 of other current liabilities and $7,371 and $0 of other long-term liabilities’ balances at December 31, 2020 and 2019, respectively. The Company has entered into certain lease arrangements with Humana, which accounted for approximately $2,931, $1,549 and $1,125 of the total operating lease rental payments within the cost of care, excluding depreciation and amortization in the consolidated statements of operations for the years December 31, 2020, 2019 and 2018, respectively. The deferred rent liability related to Humana leases represented $833 and $1,034 at December 31, 2020 and 2019, respectively. Blue Cross Blue Shield of Rhode Island Blue Cross Blue Shield of Rhode Island (“BCBSRI”) owns 49.9% of our joint venture, OSH-RI, LLC, and one of our Board members served as president and CEO of BCBSRI through the year ended December 31, 2020. BCBSRI contributed $5,943 and $3,493 to the joint venture for the years ended December 31, 2020 and 2018, respectively. Total capitated revenue associated with the BCBSRI payor contract were $11,252, $1,280, and $0 for the years ended December 31, 2020, 2019 and 2018, respectively. Capitated receivables from BCBSRI represented $10,006 and $693 of the capitated accounts receivable balance at December 31, 2020 and 2019, respectively. Total medical claims expenses related to the BCBSRI payor contract were $10,629, $1,088, and $0 for the years ended December 31, 2020, 2019 and 2018, respectively. Unpaid claims related to these capitated contracts represented $11,129 and $1,088 of the liability for unpaid claims balances at December 31, 2020 and 2019, respectively. Zing Health One of our Board members is an employee of Newlight Partners LP, which is one of our Lead Sponsors, and has a direct interest in Zing Health. The Company entered into a capitated contract with Zing Health during the year ended December 31, 2020. Total capitated revenue associated with the Zing Health payor contract was $2,154 for the year ended December 31, 2020. Capitated receivables from Zing Health represented $185 of the capitated accounts receivable balance at December 31, 2020. Total medical claims expenses related to the Zing Health payor contract was $1,732 for the year ended December 31, 2020. Unpaid claims related to these capitated contracts represented $725 of the liability for unpaid claims balances at December 31, 2020. |
Segment Financial Information
Segment Financial Information | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Segment Financial Information | NOTE 19. SEGMENT FINANCIAL INFORMATION The Company’s chief operating decision makers (“CODMs”) regularly review financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company also identified its operating segments based on the responsibility of its chief operating decision makers and where we operate. We concluded and report a single operating segment, which is to care for its patients’ needs. Although the Company derives its revenues from several different geographic regions, the Company neither allocates resources based on the operating results from the individual regions, nor manages each individual region as a separate business unit. The Company’s CODMs manage the operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall corporate profitability. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenues were earned in the United States. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Net Loss Per Share | NOTE 20. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per common share: Year Ended December 31, 2020 Numerator: Net loss attributable to common stockholders $ (215,210 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO (27,220 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO (67,466 ) Net loss attributable to OSH Inc. $ (120,524 ) Denominator: Weighted average common stock outstanding - basic and diluted 218,825,324 Net loss per share – basic and diluted $ (0.55 ) The Company’s potentially dilutive securities, which included stock options, unvested RSUs and unvested RSAs, have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share. Therefore, the weighted average number of common shares/units outstanding used to calculate both basic and diluted net loss per share was the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated: December 31, 2020 Stock options 14,958,969 RSUs 216,804 RSAs 21,599,118 36,774,891 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Schedule Of Quarterly Financial Information [Line Items] | |
Quarterly Financial Information (unaudited) | NOTE 21. QUARTERLY FINANCIAL INFORMATION (unaudited) Quarter Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 6/30/2019 3/31/2019 Revenues: Capitated revenue $ 234,899 211,789 207,997 196,590 168,453 133,073 123,054 115,329 Other patient service revenue 13,803 6,107 6,385 5,195 5,147 6,067 3,434 2,047 Total revenues 248,702 217,896 214,382 201,785 173,600 139,140 126,488 117,376 Operating expenses: Medical claims expense 175,536 154,564 155,460 132,285 126,376 98,003 84,345 77,274 Cost of care, excluding depreciation and amortization 61,025 43,190 39,526 43,769 44,783 36,997 31,429 27,644 Sales and marketing 26,764 15,474 10,102 11,871 14,259 12,002 11,253 8,675 Corporate, general and administrative expenses 72,942 57,136 31,038 24,379 29,965 21,671 16,045 11,911 Depreciation and amortization 3,166 2,881 2,674 2,505 2,215 2,053 1,856 1,724 Total operating expenses 339,433 273,245 238,799 214,809 217,598 170,726 144,928 127,228 Loss from operations (90,731 ) (55,349 ) (24,417 ) (13,024 ) (43,998 ) (31,586 ) (18,440 ) (9,852 ) Other income/(expense) Interest expense, net 24 (3,862 ) (2,448 ) (2,426 ) (1,962 ) (1,813 ) (1,867 ) (9 ) Other 4 35 22 95 25 (25 ) 22 62 Total other income/(expense) 28 (3,827 ) (2,426 ) (2,331 ) (1,937 ) (1,838 ) (1,845 ) 53 Net loss $ (90,703 ) (59,176 ) (26,844 ) (15,355 ) (45,935 ) (33,424 ) (20,285 ) (9,799 ) Net loss/(income) attributable to noncontrolling interests 3,589 64 79 355 1,429 224 124 (196 ) Net loss attributable to the Company $ (87,114 ) (59,111 ) (26,765 ) (15,000 ) (44,506 ) (33,200 ) (20,161 ) (9,995 ) Net loss per share – basic and diluted 4 $ (0.40 ) (0.15 ) N/A N/A N/A N/A N/A N/A |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Subsequent Events | NOTE 22. SUBSEQUENT EVENTS On January 22, 2021, the Company entered into an agreement to purchase a primary care center, which constitues a business, located in Memphis, Tennessee for a base purchase price of $1,800. As discussed in Note 1, the HHS distributed grants to healthcare providers to offset the impacts of COVID-19 related expenses and lost revenues, or provider relief funds. Grants received are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to COVID-19 and will reimburse only for health care related expenses, general and administrative expenses or lost revenues that are attributable to COVID-19 as defined by HHS. In March 2021, the Company received an additional $2,605 of provider relief funds from the HHS related to the CARES Act. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | |
Initial Public Offering | Initial Public Offering On August 5, 2020, the Company’s Registration Statement on Form S-1 to register 17,968,750 shares of common stock, par value $0.001 per share, was declared effective by the Securities & Exchange Commission. The Company’s common stock began trading on August 6, 2020 on the New York Stock Exchange (“NYSE”) under the ticker symbol “OSH.” On August 10, 2020, we completed our IPO in which we issued and sold 17,968,750 shares of common stock at an offering price of $21.00 per share. The share amount includes the exercise in full of the underwriters’ options to purchase 2,343,750 additional shares of common stock. We received net proceeds of $351,229, after deducting underwriting discounts and commissions of $22,641 and deferred offering costs of $3,474. Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of our common stock in the IPO, including the legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. Immediately prior to the closing of the IPO, unitholders of Oak Street Health LLC exchanged their membership interests for common stock in the new C Corporation of the Company as part of the related IPO restructuring transactions. More specifically, all 15,928,876 units of our then outstanding redeemable investor units (preferred stock including their respective undeclared and deemed dividends) and members’ capital (former founders’ units and incentive units/profits interests) plus 1,924 of options to purchase incentive units were converted into 200,286,312 shares of common stock of the Company and 22,612,472 shares of restricted common stock subject to service-based vesting (“RSA”) of the Company. As a result of this conversion, we reclassified $545,001 of redeemable investor units and $7,006 of members’ capital to additional paid in capital and $223 to common stock on our consolidated balance sheet (see Notes 13 & 14). |
Basis of Presentation and Variable Interest Entities | Basis of Presentation and Variable Interest Entities The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements of Oak Street Health include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled entities. For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the noncontrolling interests is reported as “Net loss (gain) attributable to noncontrolling interests” in the consolidated statements of operations. The Company records a non-controlling interest for the portion attributable to its minority partners for all of its joint ventures. Intercompany balances and transactions have been eliminated in consolidation. The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIEs”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively (see Note 17). Oak Street Health, MSO LLC (“OSH MSO”), a wholly owned subsidiary of the Company, was formed in 2013 to provide a wide range of management services to the Physician Groups (as defined below). Activities include but are not limited to operational support of the centers, marketing, information technology infrastructure and the sourcing and managing of health plan contracts. Oak Street Health Physicians Group, PC, OSH-IN Physicians Group, PC, OSH-MI Physicians Group, PC, OSH-OH Physicians Group, LLC, OSH-PA Physicians Group, PC, OSH-RI Physicians Group, PC, Oak Street Health of Texas, PLLC, Griffin Myers Medical, PC and Oak Street Health Physicians Group of Mississippi, LLC (collectively, the “Physician Groups”) employ healthcare providers to deliver primary care services to the Medicare covered population of Illinois, Indiana, Michigan, Mississippi, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee and Texas. These entities are consolidated as each are considered variable interest entities where the Company has a controlling financial interest (see Note 17). In addition, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC, OSH-RI, LLC, and OSH-ESC Joint Venture, LLC which are consolidated in the Company’s financial statements. During the year ended December 31, 2020, contributions were made to OSH-RI, LLC from Oak Street Health MSO, LLC (50.1% ownership) and Blue Cross Blue Shield of Rhode Island (“BCBSRI”) (49.9% ownership) totaling $5,967 and $5,943, respectively. During the year ended December 31, 2020, distributions were made from OSH-PCJ Joliet, LLC to Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $102 and $101, respectively. During the year ended December 31, 2019, initial contributions were made to OSH-ESC Joint Venture, LLC from Oak Street Health MSO, LLC (51.0% ownership) and Evangelical Services Corporation (49.0% ownership) totaling $2,754 and $2,646, respectively. During the year ended December 31, 2018, contributions were made to OSH-PCJ Joliet, LLC from Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $902 and $898, respectively. During the year ended December 31, 2018, contributions were made to OSH-RI, LLC from Oak Street Health MSO, LLC (50.1% ownership) and BCBSRI (49.9% ownership) totaling $3,507 and $3,493, respectively. Upon completion of the IPO, our sole material asset is our interest in OSH LLC and its affiliates. In accordance with the master structuring agreement dated August 10, 2020, by and among Oak Street Health, Inc. and the other signatories party thereto (the “Master Structuring Agreement”), we have all management powers over the business and affairs of OSH LLC and to conduct, direct and exercise full control over the activities of OSH LLC. Due to our power to control the activities most directly affecting the results of OSH LLC, we are considered the primary beneficiary of the VIE. Accordingly, following the effective date of the IPO, we consolidate the financial results of OSH LLC and its affiliates and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include revenue recognition, the liability for unpaid claims, stock/unit-based compensation, valuation and related impairment recognition of long-lived assets, including intangibles and goodwill, the valuation of stock options, embedded derivatives and redeemable investor units. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes currency on hand with banks and financial institutions. The Company considers all short-term, highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash are funds held in Company bank accounts that are not available for operational use. The restricted cash balance consists of reserve accounts that are contractually required by payor contracts, and bank issued letters of credit. The restricted cash balances as of December 31, 2020 and 2019 were $10,416 and $8,266, respectively. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist of accounts receivable. The Company’s concentration of credit risk is limited by the diversity, geography and number of patients and payers. As of December 31, 2020 and 2019, the Company had customers that individually represented 10% or more of the Company’s capitated accounts receivable and other patient service receivable balances. The capitated accounts receivables by payor source consisted of the following as of: December 31, 2020 December 31, 2019 Aetna 12 % 13 % Anthem 10 % 11 % Humana 26 % 30 % United Healthcare 14 % 2 % WellCare/Meridian 21 % 31 % Other 17 % 13 % The other patient service receivables by payor source consisted of the following as of: December 31, 2020 December 31, 2019 Medicare 52 % 47 % Humana 8 % 9 % Other 40 % 44 % |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Any expenses paid prior to the related services rendered are recorded as prepaid expenses. Additionally, in order to provide the services necessary to complete our performance under certain contracts, implementation services were performed. Implementation services are a set of tasks that must be performed by the Company to ensure we have the appropriate technology infrastructure to fully perform and provide the services as contracted with the customers. These services are solely for the benefit of the Company and the customer has no access to the technology nor control over the technology. According to ASC 340-40 capitalized and amortized fulfillment costs over the useful life of the contract fulfillment cost asset, consistent with the pattern of transfer and recognition of revenue with the associated contract. |
Supplies Inventory | Supplies Inventory Supplies, comprised principally of medical supplies and vaccinations, are stated at lower of cost or market and using the first-in-first out method, applied on a consistent basis. The value of supplies inventory was $1,050 and $553 at December 31, 2020 and 2019, respectively, and is included in other current assets in the consolidated balance sheets. |
Property and Equipment | Property and Equipment The Company records property and equipment (“PPE”) at cost and depreciates them using the straight-line method at rates designed to distribute the cost of PPE over estimated service lives ranging from three to fifteen years. Routine maintenance and repairs are expensed as incurred. Expenditures that increase values, change capacities or extend useful lives are capitalized. When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts, with any resulting gain or loss recorded in Corporate, general and administrative expenses in the consolidated statements of operations. Estimated useful lives of PPE are as follows: Leasehold improvements 15 years or term of lease Furniture and fixtures 8 years Computer equipment 3-5 years Internal use software 5 years Office equipment 5-8 years |
Internal Use Software | Internal Use Software The Company accounts for costs incurred to develop computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software The Company begins capitalization of qualifying costs when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred during the preliminary project stage along with post implementation stages of internal-use computer software are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized development costs are classified as property and equipment, net in the consolidated balance sheets and are amortized over the estimated useful life of the software, which is five years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for possible impairment in accordance with ASC 360, Property, Plant, and Equipment |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions. Goodwill is not amortized but is tested for impairment at least annually. Intangible assets consist primarily of customer relationships acquired through business acquisitions. The Company tests goodwill for impairment annually on October 1 st The impairment assessment includes comparing the carrying amount of net assets, including goodwill, of each reporting unit to its respective fair value as of the date of the assessment. ASC 350, Intangibles – Goodwill and Other Customer relationships represent the estimated values of customer relationships of acquired businesses and have definite lives. The Company amortizes the customer relationships on a straight-line basis over its ten-year estimated useful life. Intangible assets are reviewed for impairment in conjunction with long-lived assets. There were no intangible asset impairments recorded during the years ended December 31, 2020, 2019 and 2018. The determination of fair values and useful lives require us to make significant estimates and assumptions. These estimates include, but are not limited to, future expected cash flows from acquired capitation arrangements from a market participant perspective, discount rates, industry data and management’s prior experience. |
Debt Issuance Costs | Debt Issuance Costs Deb t issuance costs were presented in the consolidated balance sheets as a direct deduction from the carrying value of the long-term debt. Debt issuance costs were amortized over the term of the related debt instrument using the effective interest method. Amortization of debt issuance costs were recorded as interest expense in the consolidated statements of operations. The end-of-term charge was being accreted as a debt issuance cost over the expected term of the loan. The Company paid off its debt and related prepayment and end of term charges as of August 11, 2020 following the IPO; as a result of this extinguishment of debt, the debt issuance costs were written off as of the year ended December 31, 2020. |
Warrants | Warrants The investor units III-B warrants used by the Company were carried at their estimated fair value on the consolidated balance sheets upon issuance using the Black-Scholes pricing model. The investor units III-B warrants were classified as a liability and subsequently remeasured at fair value at each reporting date with changes in estimated fair value recognized in the Company’s consolidated statement of operations. The warrants were fully exercised in April 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Our financial assets and liabilities that require recognition and fair value measurement under the accounting guidance generally include our bifurcated derivative (see Note 9). |
Income Taxes | Income Taxes Prior to the IPO and related restructuring transactions, the Company was a limited liability company. Accordingly, pursuant to its election under Section 701 of the Internal Revenue Code, each item of income, gain, loss, deduction or credit of the Company was ultimately reportable by its members in their individual tax returns, except in certain states and local jurisdictions where the Company is subject to income taxes. As such, the Company did not record a provision for federal income taxes or for taxes in states and local jurisdictions that do not assess taxes at the entity level. After the IPO and related restructuring transactions, the Company is a C Corporation and each item of income, gain, loss, deduction or credit of the Company is reportable by the Company. As such, the Company has recorded a provision for federal, state, and local income taxes at the entity level in continuing operations for all deferred taxes net of the valuation allowance and activity post IPO. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. The Company’s tax filings are generally subject to examination for a period of three years from the filing date. Management has not identified any tax position taken that requires income tax reserves to be established. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company reduces its deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, the Company considers all available positive and negative evidence affecting specific deferred tax assets, including past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies. Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative tax losses in recent years are the most compelling form of negative evidence considered by management in this determination. Management determined that based on all available evidence, a full valuation allowance was required for all U.S. state and local deferred tax assets due to losses incurred for the past several years. |
Segment Reporting | Segment Reporting The Company determined in accordance with ASC 280, Segment Reporting |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. That method requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the fair values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. The Company includes the results of all acquisitions in the consolidated financial statements from the date of acquisition. Acquisition related transaction costs, such as banking, legal, accounting, and other costs incurred in connection with an acquisition are expensed as incurred in corporate, general and administrative expenses in the consolidated statements of operations. Acquisition related consideration accounted for as compensation expense, such as retention bonuses, incurred in connection with an acquisition are included in corporate, general and administrative expenses in the consolidated statements of operations. On August 31, 2018, the Company entered into an agreement to purchase certain assets of Ampersand Health-PA, LLC (“Ampersand”) for $13,709 of cash consideration in a transaction accounted for under the acquisition method of accounting pursuant to ASC 805, Business Combinations |
Revenue Recognition | Revenue Recognition See Note 3 regarding the Company’s policy on revenue recognition. |
Medical Claims Expense | Medical Claims Expense Medical claims expense primarily includes costs for third-party healthcare service providers that provide medical care to our patients for which the Company is contractually obligated to pay through our full-risk capitation arrangements (see further discussion of these arrangements in Note 3). The estimated reserve for incurred but not reported claims is included in the liability for unpaid claims in the consolidated balance sheets. Actual claims expense will differ from the estimated liability due to factors in estimated and actual member utilization of health care services, the amount of charges and other factors. Medical claims expense also includes supplemental external costs of providing medical care such as administrative health plan fees, fees to perform payor delegated activities and provider excess insurance costs. We assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. |
Cost of Care, Excluding Depreciation and Amortization | Cost of Care, Excluding Depreciation and Amortization Cost of care, excluding depreciation and amortization includes the costs we incur to operate our centers, including care team and patient support employee-related costs, occupancy costs, patient transportation, medical supplies, insurance and other operating costs. These costs exclude any expenses associated with sales and marketing activities incurred at the local level to support our patient growth strategies, and excludes any allocation of our corporate, general and administrative expenses. Care team employees include medical doctors, nurse practitioners, physician assistants, registered nurses, scribes, medical assistants and phlebotomists. Patient support employees include practice managers, welcome coordinators and patient relationship managers. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, stock based compensation and employee benefits costs, for all of our employees engaged in marketing, sales, community outreach and sales support. These employee-related expenses capture all costs for both our field-based and corporate sales and marketing teams. Sales and marketing expenses also includes central and community-based advertising to generate greater awareness, engagement, and retention among our current and prospective patients as well as the infrastructure required to support all our marketing efforts. |
Corporate, General and Administrative | Corporate, General and Administrative Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock/ unit-based compensation for our executives, technology infrastructure, operations, clinical and quality support, finance, legal, human resources and development departments. In addition, general and administrative expenses include all corporate technology and occupancy costs. |
Transaction Costs | Transaction Costs The Company incurred costs related to private/public offerings. Total one-time costs expensed were $1,110 and $3,685 for the years ended December 31, 2020 and 2019 |
Advertising Expenses | Advertising Expenses Advertising and promotion costs are expensed as incurred and were $29,251, $16,827, and $8,142, for the years ended December 31, 2020, 2019 and 2018, respectively, and are included in sales and marketing expenses in the consolidated statements of operations. |
Retirement Plan | Retirement Plan The Company maintains a profit sharing and retirement savings 401(k) plan (the “401(k) Plan”) for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. At its discretion, the Company makes 4% matching and/or profit-sharing contributions to the 401(k) Plan. The Company recorded expense of $4,713, $3,102, and $2,413 in salaries and employee benefits in the accompanying consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018, respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan. |
Professional Liability | Professional Liability The physicians employed by the Physician Groups were insured for professional liability exposure on a claims-made basis with a master insurance policy issued by CNA. The master policy renews in August of each year and newly employed physicians and terminating physicians are added or deleted to the coverage by endorsement, with premiums prorated to the next year’s expiration date. The limits of the coverage are $1,000 each claim and $3,000 in aggregate. Additional insureds on the policy include the individual center entities at which the physicians practice, the physician employees and OSH MSO. |
Stock/ Unit-Based Compensation Expense | Stock/ Unit-Based Compensation Expense Following the IPO, we account for stock-based compensation awards approved by our Board of Directors, including stock options and restricted stock units (“RSUs”), based on their estimated grant date fair value in accordance with ASC 718, Compensation—Stock Compensation We recognize fair value of stock options at the grant date, which vest based on continued service at a rate of 25% each year, over the requisite service period, which is generally four years. Options generally expire ten years from the date of the grant. Prior to the IPO, the Company’s unit-based incentive plan rewarded employees with various types of awards, including but not limited to, profits interests on a service-based or performance-based schedule. These awards also contained market conditions. The Company had elected to account for forfeitures as they occur. The Company used a combination of the income and market approaches to estimate the fair value of each award as of the grant date. For performance-vesting units pre-IPO, the Company recognized unit-based compensation expense when it was probable that the performance condition would be achieved. The Company analyzed if a performance condition was probable for each reporting period through the settlement date for awards subject to performance vesting. For service-vesting units, the Company recognized unit-based compensation expense over the requisite service period for each separately vesting portion of the profits interest as if the award was, in-substance, multiple awards. |
Net Loss Per Unit | Net Loss Per Unit Prior to the IPO, the OSH LLC membership structure included pre-IPO units, some of which were investor units and profits interests (see further discussion in section, Initial Public Offering The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the years ended December 31, 2019 and 2018. The basic and diluted earnings per share for the year ended December 31, 2020 is applicable only for the period from August 10, 2020 to December 31, 2020, which is the period following the IPO and related restructuring transactions (as described in Note 1) and presents the period that the Company had outstanding common stock. Basic net loss per share attributable to common shareholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents. Diluted net loss per share attributable to common shareholders is computed by dividing the diluted net loss attributable to common shareholders by the weighted-average number of shares of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common shares equivalents. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-09, Codification Improvements Debt Modifications and Extinguishments Compensation-Stock Compensation-Income Taxes In August 2018, the FASB issued ASC 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure for Fair Value Measurement In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases Management is finalizing its assessment of the impact of these elections and adoption of this standard on its consolidated financial statements. The Company has gathered and reviewed existing leases and other relevant documents and selected a software solution to facilitate the implementation of this new standard. The Company’s current estimate of the impact of this ASU on the Company’s Consolidated Financial Statements is the recognition of lease assets and liabilities in the range of $111,300 to $114,300 based on current interest rates and population of leases. The Company will continue to evaluate this range and the impact on the Company’s Consolidated Financial Statements. The Company expects to finalize its implementation calculations in the first quarter of 2021. In July 2017, the FASB issued ASU 2017-11, Earnings Per Unit Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In October 2018, the FASB issued ASU 2018-17, Consolidation – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein, and early adoption is permitted. Adoption of Topic 740 is not expected to have a material effect on the Company’s consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”). We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | |
Schedule of Capitated Account Receivable | The capitated accounts receivables by payor source consisted of the following as of: December 31, 2020 December 31, 2019 Aetna 12 % 13 % Anthem 10 % 11 % Humana 26 % 30 % United Healthcare 14 % 2 % WellCare/Meridian 21 % 31 % Other 17 % 13 % |
Schedule of Other Patient Service Receivables Payor Source | The other patient service receivables by payor source consisted of the following as of: December 31, 2020 December 31, 2019 Medicare 52 % 47 % Humana 8 % 9 % Other 40 % 44 % |
Schedule of Property Plant and Equipment Estimated Useful Life | Estimated useful lives of PPE are as follows: Leasehold improvements 15 years or term of lease Furniture and fixtures 8 years Computer equipment 3-5 years Internal use software 5 years Office equipment 5-8 years |
Revenue Recognition (Tables)
Revenue Recognition (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Fee-For-Service [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The fee-for-service revenue by payor source for each period presented were as follows: For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Medicare 47 % 51 % 58 % Humana 8 % 10 % 13 % Other 45 % 39 % 29 % |
Capitated Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The Company had agreements in place with the payors listed below and payor sources of capitated revenue for each period presented were as follows: For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Humana 45 % 57 % 65 % WellCare/Meridian 15 % 14 % 13 % Cigna-HealthSpring 11 % 9 % 8 % Other 29 % 20 % 14 % |
Other Patient Service Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Composition of Revenues | The composition of other patient service revenue for each period was as follows: For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Care coordination and care management $ 24,251 $ 10,498 $ 2,468 Fee for service 5,040 6,197 5,876 CARES Act grant income 2,199 - - Total other patient service revenue $ 31,490 $ 16,695 $ 8,344 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Property, Plant and Equipment [Line Items] | |
Summary of Property Plant and Equipment | Property and equipment consisted of the following as of: December 31, 2020 December 31, 2019 Leasehold improvements $ 63,618 $ 56,608 Furniture and fixtures 4,859 3,888 Computer equipment 17,796 9,785 Internal use software 6,116 1,679 Office equipment 9,708 8,934 Construction in process 4,242 3,212 Total, at cost 106,339 84,106 Less accumulated depreciation (27,548 ) (16,710 ) Property and equipment, net $ 78,791 $ 67,396 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets [Line Items] | |
Summary of Intangible Assets | Intangible assets consisted of the following as of: December 31, 2020 December 31, 2019 Customer relationships (10 year useful life) $ 3,868 $ 3,868 Accumulated amortization (903 ) (516 ) Net book value $ 2,965 $ 3,352 |
Summary of Total Expected Future Annual Amortization | The total expected future annual amortization for the succeeding years ended December 31, is as follows: 2021 387 2022 387 2023 387 2024 387 2025 387 Thereafter 1,030 Estimated aggregate future intangible asset amortization $ 2,965 |
Other Current and Long-Term L_2
Other Current and Long-Term Liabilities (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities [Line Items] | |
Summary of Accrued Liabilities | Accrued compensation and benefits consisted of the following as of: December 31, 2020 December 31, 2019 Accrued paid time off $ 5,021 $ 2,319 Accrued bonus and commission 19,135 16,814 Accrued payroll and taxes 1,788 7,052 CARES Act deferred payroll taxes 3,475 - Other 2,550 2,425 $ 31,969 $ 28,610 |
Summary of Other Current Liabilities | Other current liabilities consisted of the following as of: December 31, 2020 December 31, 2019 Humana license fee $ 620 $ 2,753 Lease incentive obligation, current 550 550 Contract liabilities, current 4,290 3,785 Accrual for goods or services received, not invoiced 3,614 2,876 CARES Act advance payments and provider relief funds 2,349 - Other current liabilities 1,189 1,037 $ 12,612 $ 11,001 |
Summary of Other Noncurrent Liabilities | Other long-term liabilities consisted of the following as of: December 31, 2020 December 31, 2019 Humana license fee, net of current $ 7,371 $ - Contract liabilities, net of current 12,818 5,039 Lease incentive obligation, net of current 5,055 5,605 Bifurcated derivative - 152 CARES Act deferred payroll taxes 3,475 - Other long-term liabilities 20 20 $ 28,739 $ 10,816 |
Liability For Unpaid Claims (Ta
Liability For Unpaid Claims (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | |
Summary of Liability for Unpaid Claims and Claims Adjustment Expense | The Company’s liabilities for unpaid claims were as follows: December 31, 2020 December 31, 2019 Balance, beginning of period $ 170,629 $ 68,174 Incurred health care costs: Current year 604,926 383,169 Prior years 11,000 268 Total claims incurred 615,926 383,437 Current year (356,461 ) (226,618 ) Prior years (167,522 ) (56,220 ) Total claims paid (523,983 ) (282,838 ) Adjustments to other claims-related liabilities (480 ) 1,856 Balance, end of year $ 262,092 $ 170,629 |
Summary of Incurred and Paid Development | The following tables provide information about incurred and paid claims development as of December 31, 2020, and 2019: Incurred Claims For the Periods Ending Claims Incurred Year December 31, 2016 December 31, 2017 December 31, 2018 December 31, 2019 December 31, 2020 2016 $ 50,696 50,696 50,696 50,696 50,696 2017 - 125,206 125,206 125,316 125,555 2018 - - 226,724 226,882 225,956 2019 - - - 383,169 394,856 2020 - - - 604,926 Total $ 50,696 175,902 402,626 786,063 1,401,989 Cumulative Paid Claims For the Periods Ending Claims Incurred Year December 31, 2016 December 31, 2017 December 31, 2018 December 31, 2019 December 31, 2020 2016 $ 33,764 49,795 50,702 50,696 50,696 2017 - 89,525 121,580 121,268 125,555 2018 - - 162,883 219,421 226,031 2019 - - - 226,618 383,243 2020 - - - - 356,461 Total $ 33,764 139,320 335,165 618,003 1,141,986 Other claims-related liabilities - - 713 2,569 2,089 Liability for unpaid claims $ 16,932 36,582 68,174 170,629 262,092 |
Long- Term Debt (Tables)
Long- Term Debt (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Long-term Debt Instruments | OSH LLC entered into a debt agreement with Hercules Capital, Inc. (“Hercules”) for $20,000 on August 7, 2017, as discussed further below. On August 11, 2020, the Company used a portion of the net proceeds from the IPO to pay off the $80,000 principal outstanding under the Hercules debt agreement, 9.75% interest loan originally due to mature December 2022 in full at a price of 107%. In connection with the voluntary prepayment of the entire remaining borrowings outstanding, the Company recognized the extinguishment of debt charge within interest expense, net of $3,204 during the year ended December 31, 2020 related to the prepayment charge, the end of term charge and the write off of unamortized debt issuance costs. Long-term debt balance consisted of the following as of: December 31, 2020 December 31, 2019 Note payable to Hercules Capital, Inc., originally dated August 7, 2017 and amended April 26, 2019 and January 13, 2020. The note bears a floating interest rate of the greater of 9.75% or the sum the Prime Rate plus 5.00%. $ - $ 80,000 Total debt Less: Unamortized discount and debt issuance costs - 1,347 Current maturities - (18,507 ) Total long-term debt $ - $ 62,840 |
Summary of Debt Issuance Costs | Debt issuance costs and original issuance discount as of the periods presented below were as follows: December 31, 2020 December 31, 2019 Accretion of end-of-term charge $ - $ (1,830 ) Original issuance discount - 191 Additional issuance discount - 543 Amortization of deferred financing costs - (251 ) Unamortized discount and debt issuance costs $ - $ (1,347 ) |
Commitments Operating Leases (T
Commitments Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Schedule of Minimum Lease Payments for Operating Leases | Minimum lease payments with respect to operating leases of the Company are as follows: 2021 15,825 2022 16,569 2023 15,931 2024 15,172 2025 14,586 Thereafter 93,969 $ 172,052 |
Redeemable Investor Units (Tabl
Redeemable Investor Units (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity [Line Items] | |
Summary of redeemable investor units | Redeemable investor units consisted of the following at the issuance price per unit as of December 31, 2019: December 31, 2019 Units Issued and Outstanding Issuance Price per Unit Total Value Investor Units I 382,572 $ 12.00 $ 4,591 Investor Units II 509,796 16.20 8,259 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 20.25 37,916 Investor Units III-A – Issued after December 1, 2015 6,043,421 26.38 159,425 Investor Units III-B 568,613 26.38 15,000 Investor Units III-C 747,661 58.78 43,948 Investor Units III-D 876,147 58.78 51,500 Total 11,000,619 $ 320,639 Redeemable investor units consisted of the following at the issuance price per unit as of December 31, 2018: December 31, 2018 Units Issued and Outstanding Issuance Price per Unit Total Value Investor Units I 382,572 $ 12.00 $ 4,591 Investor Units II 509,796 16.20 8,259 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 20.25 37,916 Investor Units III-A – Issued after December 1, 2015 6,043,421 26.38 159,425 Investor Units III-B 568,613 26.38 15,000 Investor Units III-C 747,661 58.78 43,948 Investor Units III-D 850,629 58.78 50,000 Total 10,975,101 $ 319,139 |
OAK Street Health Inc and Affiliates [Member] | |
Temporary Equity [Line Items] | |
Summary of investor units activity | The following table shows OSH LLC’s activity related to its investor units as of and for the periods ending: Investor Units I Investor Units II Investor Units III-A Investor Units III-B Investor Units III-C Investor Units III-D Investor Units III-E Total Outstanding, January 1, 2018 537,499 638,151 5,598,979 - - - - 6,774,629 Exercised 25,000 21,000 - 568,613 - - - 614,613 Issued - - 2,463,988 - 747,661 850,629 - 4,062,278 Tender Offer (179,927 ) (149,355 ) (147,137 ) - - - - (476,419 ) Outstanding, December 31, 2018 382,572 509,796 7,915,830 568,613 747,661 850,629 - 10,975,101 Issued - - - - - 25,518 - 25,518 Outstanding, December 31, 2019 382,572 509,796 7,915,830 568,613 747,661 876,147 - 11,000,619 Issued - - - - - - 1,471,623 1,471,623 Conversion (382,572 ) (509,796 ) (7,915,830 ) (568,613 ) (747,661 ) (876,147 ) (1,471,623 ) (12,472,242 ) Outstanding, December 31, 2020 - - - - - - - - |
Schedule of dividends preferred stock | The following table shows accumulated dividends on the redeemable investor units on a cumulative basis as of the periods presented below: August 10, 2020* December 31, 2019 December 31, 2018 Units Per Unit Total Units Per Unit Total Units Per Unit Total Series Investor Units I 382,572 $ 8.53 $ 3,265 382,572 $ 7.60 $ 2,908 382,572 $ 6.15 $ 2,352 Investor Units II 509,796 10.15 5,175 509,796 8.95 4,563 509,796 7.09 3,613 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 10.48 19,627 1,872,409 9.09 17,020 1,872,409 6.92 12,950 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47,757 6,043,421 6.34 38,323 6,043,421 3.92 23,674 Investor Units III-B 568,613 5.51 3,132 568,613 4.06 2,306 568,613 1.80 1,024 Investor Units III-C 747,661 11.34 8,477 747,661 8.14 6,089 747,661 3.19 2,383 Investor Units III-D 876,147 8.98 7,865 876,147 5.89 5,162 850,629 1.18 1,004 Investor Units III-E 1,471,623 5.64 8,293 - - - - - - $ 103,591 $ 76,371 $ 47,000 |
Stockholders' Equity_ Members_2
Stockholders' Equity/ Members' Deficit (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Limited Liability Company Llc Members Equity [Line Items] | |
Summary of common stock/units outstanding | The Company’s common stock/units consisted of the following founders’ units, incentive units, profits interests, and common stock (see Note 15) as of the period ended: Founders’ Units (par value of $0.01 per unit) Incentive Units (par values range from $0.00 to $26.00 per unit) Profits Interests (no par value) Common Stock Total Balance as of January 1, 2018 810,463 48,013 695,858 - 1,554,334 Granted - - 892,118 - 892,118 Exercised - 6,000 - - 6,000 Repurchased/Forfeited - - (92,681 ) - (92,681 ) Tender Offer (204,150 ) (40,258 ) (41,147 ) - (285,555 ) Balances as of December 31, 2018 606,313 13,755 1,454,148 - 2,074,216 Granted - - 496,763 - 496,763 Exercised - - - - - Repurchased/Forfeited - - (40,115 ) - (40,115 ) Balance as of December 31, 2019 606,313 13,755 1,910,796 - 2,530,864 Granted - - 1,095,067 - 1,095,067 Tender Offer (107,208 ) (1,142 ) (22,801 ) - (131,151 ) Exercised - - - - - Repurchased/Forfeited - - (38,146 ) (115,799 ) (153,945 ) Conversion of pre IPO units (499,105 ) (12,613 ) (2,944,916 ) - (3,456,634 ) Conversion common stock 222,898,784 222,898,784 Initial Public Offering - - - 17,968,750 17,968,750 Exercised - - - 4,979 4,979 Balances as of December 31, 2020 - - - 240,756,714 240,756,714 |
Summary of common units tendered | The following units were tendered to OSH LLC: Number of Units Tendered Purchase Price per Unit Total Purchase Price Founders’ Units 107,208 $ 156.29 $ 16,756 Incentive Units 1,142 156.29 178 Profits Interest Hurdle Value $265,158 17,622 136.04 2,397 Profits Interest Hurdle Value $346,107 3,684 129.91 479 Profits Interest Hurdle Value $386,277 1,495 126.90 190 Total Common Units 131,151 $ 20,000 |
Stock And Unit-Based Compensa_2
Stock And Unit-Based Compensation (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Stock Option Activity | The following is a summary of stock option activity transactions as of and for the periods ended December 31, 2020 and 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2019 - Conversion 14,313,416 $ 21.00 Granted 694,350 21.24 Exercised (6,607 ) 21.00 Cancelled (42,190 ) 21.05 Outstanding, December 31, 2020 14,958,969 $ 9.60 $ 600,590 Options exercisable as of December 31, 2020 1,927,295 $ 9.60 $ 77,400 |
Schedule Of Profits Interests Award | The following is a summary of profits interests transactions as well as the profits interests outstanding and their corresponding hurdle values as of and for the years ended December 31, 2020, 2019 and 2018: Profits Interests Weighted- Average Grant Date Fair Value Outstanding, January 1, 2018 695,858 $ 2.02 Granted 892,118 2.61 Vested 131,558 1.81 Forfeited/Repurchased (133,828 ) 2.33 Outstanding, December 31, 2018 1,454,148 $ 2.35 Granted 496,763 42.35 Vested 193,375 2.32 Forfeited/Repurchased (40,115 ) 5.74 Outstanding, December 31, 2019 1,910,796 $ 12.68 Granted 1,095,067 55.03 Vested 271,710 8.96 Forfeited/Repurchased (60,947 ) 9.75 Conversion (2,944,916 ) 28.49 Outstanding, December 31, 2020 - $ - Vested outstanding, December 31, 2020 - - Vested outstanding, December 31, 2019 389,531 Vested outstanding, December 31, 2018 205,665 As of December 31, 2020 As of December 31, 2019 As of December 31, 2018 Units Outstanding Hurdle Value Units Outstanding Hurdle Value Units Outstanding Hurdle Value - $ 265,158 111,076 $ 234,834 118,737 $ 234,834 - 346,107 160,492 306,706 166,929 306,712 - 386,277 45,275 342,451 52,050 342,451 - 685,350 265,374 608,955 273,421 608,966 - 782,361 462,292 645,000 451,908 645,000 - 922,500 521,225 697,700 52,201 696,723 - 1,582,500 345,062 1,310,000 338,902 1,310,000 - 1,910,796 1,454,148 |
RSA [Member] | |
Summary of Restricted Stock Awards (RSA) Activity | The following is a summary of RSA transactions as of and for the years ended December 31, 2020 and 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion 22,612,472 $ 11.44 Granted - Vested (897,555 ) 3.22 Canceled and forfeited (115,799 ) 13.41 Unvested, December 31, 2020 21,599,118 $ 11.77 |
RSU [Member] | |
Summary of Restricted Stock Awards (RSA) Activity | The following is a summary of RSU transactions as of and for the years ended December 31, 2020 and 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion - Granted 224,912 $ 31.82 Vested - Canceled and forfeited (8,108 ) 21.45 Unvested, December 31, 2020 216,804 $ 32.21 |
Income Taxes (Tables)
Income Taxes (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit | Income tax expense (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss as of December 31, 2020, 2019 and 2018, were as follows: For the Year Ended Income tax provision (benefit) 2020 2019 2018 At statutory rate $ (40,331 ) $ (22,489 ) $ (16,739 ) State taxes (2,382 ) (2,276 ) (1,481 ) State valuation allowance 2,382 2,276 1,481 Federal valuation allowance 16,715 10,210 4,169 Stock based compensation 15,667 - - Partnership book losses not subject to tax 7,535 12,251 12,570 Permanent items 414 28 - Total current income tax expense $ - $ - $ - |
Significant Components of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes as of December 31, 2020 and 2019 were as follows: Deferred income tax assets: 2020 2019 Federal net operating loss carryforwards $ 45,847 $ - State net operating loss carryforwards 15,190 58 Deferred revenue 3,776 765 Reserves and accruals 491 16,000 Stock based compensation 799 - Interest expense limitation 4,755 - Deferred rent 5,294 - IBNR reserve 5,442 4,844 Payroll accruals 8,762 - Allowance for doubtful accounts 1,793 - Accrued professional fees 774 - Total deferred tax assets $ 92,923 $ 21,667 Valuation allowance $ (85,845 ) $ (21,570 ) Net deferred income tax assets $ 7,078 $ 97 Deferred income tax liabilities: Other intangibles $ (314 ) $ - Fixed assets (4,147 ) - Prepaids (1,376 ) - Other - (25 ) Outside basis difference in a partnership (1,241 ) (72 ) Net deferred income tax liabilities $ (7,078 ) $ (97 ) Net deferred income taxes $ - $ - |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of VIE Assets and Liabilities and Performance for the Physician Groups | The table below illustrates the VIE assets and liabilities and performance for the Physician Groups: December 31, 2020 December 31, 2019 Total assets $ 286,148 $ 252,629 Total liabilities 332,060 230,527 For the Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Total revenues $ 865,271 $ 549,046 $ 317,938 Medical claims expense 615,925 383,437 226,724 Cost of care 63,804 41,092 25,950 Total operating expenses $ 679,729 $ 424,529 $ 252,674 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Document Document And Entity Information [Line Items] | |
Summary of Basic and Diluted Net Loss Per Common Unit | The following table sets forth the computation of basic and diluted net loss per common share: Year Ended December 31, 2020 Numerator: Net loss attributable to common stockholders $ (215,210 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO (27,220 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO (67,466 ) Net loss attributable to OSH Inc. $ (120,524 ) Denominator: Weighted average common stock outstanding - basic and diluted 218,825,324 Net loss per share – basic and diluted $ (0.55 ) |
Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated: December 31, 2020 Stock options 14,958,969 RSUs 216,804 RSAs 21,599,118 36,774,891 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Schedule Of Quarterly Financial Information [Line Items] | |
Schedule of Quarterly Financial Information | Quarter Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 6/30/2019 3/31/2019 Revenues: Capitated revenue $ 234,899 211,789 207,997 196,590 168,453 133,073 123,054 115,329 Other patient service revenue 13,803 6,107 6,385 5,195 5,147 6,067 3,434 2,047 Total revenues 248,702 217,896 214,382 201,785 173,600 139,140 126,488 117,376 Operating expenses: Medical claims expense 175,536 154,564 155,460 132,285 126,376 98,003 84,345 77,274 Cost of care, excluding depreciation and amortization 61,025 43,190 39,526 43,769 44,783 36,997 31,429 27,644 Sales and marketing 26,764 15,474 10,102 11,871 14,259 12,002 11,253 8,675 Corporate, general and administrative expenses 72,942 57,136 31,038 24,379 29,965 21,671 16,045 11,911 Depreciation and amortization 3,166 2,881 2,674 2,505 2,215 2,053 1,856 1,724 Total operating expenses 339,433 273,245 238,799 214,809 217,598 170,726 144,928 127,228 Loss from operations (90,731 ) (55,349 ) (24,417 ) (13,024 ) (43,998 ) (31,586 ) (18,440 ) (9,852 ) Other income/(expense) Interest expense, net 24 (3,862 ) (2,448 ) (2,426 ) (1,962 ) (1,813 ) (1,867 ) (9 ) Other 4 35 22 95 25 (25 ) 22 62 Total other income/(expense) 28 (3,827 ) (2,426 ) (2,331 ) (1,937 ) (1,838 ) (1,845 ) 53 Net loss $ (90,703 ) (59,176 ) (26,844 ) (15,355 ) (45,935 ) (33,424 ) (20,285 ) (9,799 ) Net loss/(income) attributable to noncontrolling interests 3,589 64 79 355 1,429 224 124 (196 ) Net loss attributable to the Company $ (87,114 ) (59,111 ) (26,765 ) (15,000 ) (44,506 ) (33,200 ) (20,161 ) (9,995 ) Net loss per share – basic and diluted 4 $ (0.40 ) (0.15 ) N/A N/A N/A N/A N/A N/A |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Aug. 31, 2020 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 05, 2020 |
Organization And Nature Of Business [Line Items] | |||||||
Organization incorporated date | Oct. 22, 2019 | ||||||
Shares of common stock was declared effective | 500,000,000 | 1,000 | |||||
Members capital par value or stated value per unit | $ 0.001 | ||||||
Number of units converted | 3,456,634 | ||||||
Number of shares issued upon conversion | 38,111,001 | 12,472,242 | |||||
Reclassification of members capital | $ 7,006 | ||||||
Common Stock Subject To Service-Based Vesting [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Number of shares issued upon conversion | 22,612,472 | ||||||
OAK Street Health Inc and Affiliates [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Shares of common stock was declared effective | 500,000,000 | 1,000 | |||||
Members capital par value or stated value per unit | $ 0.01 | $ 0.01 | |||||
Stock issued during period shares | 1,471,623 | 25,518 | 4,062,278 | ||||
Proceeds from initial public offering | $ 351,229 | $ 377,343 | |||||
Payments for underwriting expense | 22,641 | ||||||
Deferred offering costs | $ 3,474 | ||||||
Number of units converted | 15,928,876 | (3,456,634) | |||||
Number of shares issued upon conversion | 200,286,312 | 12,472,242 | |||||
Reclassification of redeemable investor units | $ 545,001 | ||||||
Contract liabilities, current | $ 4,290 | $ 3,785 | |||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Percentage of interest free loans received | 100.00% | ||||||
Period after mediclaim issue when advance payments will begin | 1 year | ||||||
Period after mediclaim issue when advance payments are due | 11 months | ||||||
Proceeds from short term debt | $ 1,520 | ||||||
Contract liabilities, current | $ 1,520 | ||||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | Repayment Period One [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Recoupment percentage of medicare payments | 25.00% | ||||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | Repayment Period Two [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Recoupment percentage of medicare payments | 50.00% | ||||||
OAK Street Health Inc and Affiliates [Member] | Grant [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Grants received | $ 8,447 | ||||||
OAK Street Health Inc and Affiliates [Member] | COVID-19 Pandemic Related Expenses and Lost Revenue [Member] | Grant [Member] | CARES Act [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Grants received recognized | 7,619 | ||||||
OAK Street Health Inc and Affiliates [Member] | Cost of Care [Member] | Grant [Member] | CARES Act [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Grants received recognized | 5,420 | ||||||
OAK Street Health Inc and Affiliates [Member] | Lost Other Patient Service Revenues [Member] | Grant [Member] | CARES Act [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Grants received recognized | $ 2,199 | ||||||
OAK Street Health Inc and Affiliates [Member] | Revenue Benchmark [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Concentration risk percentage | 96.00% | ||||||
OAK Street Health Inc and Affiliates [Member] | Additional Paid-In Capital [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Reclassification of members capital | 7,006 | ||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Reclassification of members capital | $ 223 | ||||||
OAK Street Health Inc and Affiliates [Member] | Other Liabilities [Member] | Grant [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Deferred revenue | $ 829 | ||||||
OAK Street Health Inc and Affiliates [Member] | Other Current Liabilities [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Deferred payroll taxes | 6,950 | ||||||
OAK Street Health Inc and Affiliates [Member] | Other Noncurrent Liabilities [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Deferred payroll taxes | $ 3,475 | ||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock Option To Purchase [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Number of units converted | 1,924 | ||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock Subject To Service-Based Vesting [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Number of shares issued upon conversion | 22,612,472 | ||||||
IPO [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Stock issued during period shares | 17,968,750 | ||||||
Shares offering, price per share | $ 21 | ||||||
IPO [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Shares of common stock was declared effective | 17,968,750 | ||||||
Members capital par value or stated value per unit | $ 0.001 | ||||||
Stock issued during period shares | 17,968,750 | ||||||
Shares offering, price per share | $ 21 | ||||||
Over-Allotment Option [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Stock issued during period shares | 2,343,750 | ||||||
Over-Allotment Option [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Stock issued during period shares | 2,343,750 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 10,416,000 | $ 8,266,000 | |
Capitalized costs other assets | 178,000 | 303,000 | |
Implementation costs incurred and capitalized | 376,000 | ||
Supplies inventory | $ 1,050,000 | 553,000 | |
Amortized over the estimated useful life of the software | five years | ||
Impairment of long-lived assets | $ 0 | 0 | $ 0 |
Goodwill | 0 | 0 | 0 |
Goodwill and impairment | $ 0 | 0 | 0 |
Tax Benefit description | Tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. The Company’s tax filings are generally subject to examination for a period of three years from the filing date | ||
Consideration Received on Transaction | $ 13,709,000 | ||
Fixed Assets Acquired | 370,000 | ||
Purchase price of net assets fair value | 9,471,000 | ||
Intangible Assets, Current | 3,868,000 | ||
Transaction cost | 1,110,000 | 3,685,000 | |
Advertising and promotion costs | 29,251,000 | 16,827,000 | 8,142,000 |
Expenses in salaries | 4,713,000 | 3,102,000 | $ 2,413,000 |
Expenses in salaries | 1,000,000 | ||
Professional Liability coverage claim | $ 3,000,000 | ||
Fair value description | We recognize fair value of stock options at the grant date, which vest based on continued service at a rate of 25% each year, over the requisite service period, which is generally four years. Options generally expire ten years from the date of the grant. We recognize the fair value of the RSUs at the grant date on a straight line basis over the requisite period, which is generally four years. | ||
General and Administrative Expense | |||
Significant Accounting Policies [Line Items] | |||
Transaction costs | $ 326,000 | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 3 years | ||
Recognition of lease assets and liabilities | $ 111,300,000 | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 15 years | ||
Recognition of lease assets and liabilities | $ 114,300,000 | ||
OAK Street Health Inc and Affiliates [Member] | |||
Significant Accounting Policies [Line Items] | |||
Goodwill | $ 9,634,000 | $ 9,634,000 | |
Oak Street Health MSO LLC [Member] | Corporate Joint Venture [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 50.10% | 51.00% | 51.00% |
Contributions made to joint ventures | $ 5,967,000 | $ 2,754,000 | $ 3,507,000 |
Blue Cross Blue Shield of Rhode Island [Member] | Corporate Joint Venture [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 49.90% | 49.90% | |
Contributions made to joint ventures | $ 5,943,000 | $ 3,493,000 | |
Oak Street Health PCJ Joliet [Member] | Corporate Joint Venture [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 50.10% | 50.10% | |
Contributions made to joint ventures | $ 102,000 | $ 902,000 | |
Primary Care Physicians of Joliet [Member] | Corporate Joint Venture [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 49.90% | 49.90% | |
Contributions made to joint ventures | $ 101,000 | $ 898,000 | |
Evangelical Services Corporation [Member] | Corporate Joint Venture [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 49.00% | ||
Contributions made to joint ventures | $ 2,646,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Capitated Account Receivable (Detail) - Capitated Accounts Receivables [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Aetna [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 12.00% | 13.00% |
Anthem [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 10.00% | 11.00% |
Humana [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 26.00% | 30.00% |
United Healthcare [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 14.00% | 2.00% |
WellCare/Meridian [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 21.00% | 31.00% |
Other [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 17.00% | 13.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Other Patient Service Receivables Payor Source (Detail) - Other Patient Service Receivables [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Medicare [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 52.00% | 47.00% |
Humana [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 8.00% | 9.00% |
Other [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 40.00% | 44.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Property Plant And Equipment Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Leasehold Improvements [Member] | |
Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 15 years or term of lease |
Furniture and Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 8 years |
Internal Use Software [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Computer Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Office Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 15 years |
Maximum [Member] | Computer Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Maximum [Member] | Office Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 8 years |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Capitated accounts receivable | $ 248,902 | $ 167,429 | $ 248,902 | $ 167,429 | |||||||
Service charges | 1,000 | ||||||||||
Deferred charges related to implementation payments | 472 | 806 | |||||||||
Amount recieved form shared service program | 2,073 | 2,073 | |||||||||
Other Income | 8,447 | ||||||||||
Total revenues | 248,702 | $ 217,896 | $ 214,382 | $ 201,785 | 173,600 | $ 139,140 | $ 126,488 | $ 117,376 | 882,765 | 556,604 | $ 317,938 |
Cost of care | 7,720 | 9,113 | 4,278 | ||||||||
Financial Support, Waived Fees [Member] | Cost of Care [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Revenue offset against cost of care regarding goods and services waived | 2,582 | 5,422 | 2,948 | ||||||||
Other Patient Service Revenue [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | 31,490 | 16,695 | 8,344 | ||||||||
Other Patient Service Revenue [Member] | CARES Act Grant Income [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | 2,199 | ||||||||||
Humana [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Capitated accounts receivable | 65,731 | 49,647 | 65,731 | 49,647 | |||||||
Contract liabilities payments | 16,635 | 7,246 | 16,635 | 7,246 | |||||||
Humana [Member] | Other Patient Service Revenue [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | $ 3,614 | $ 2,993 | $ 3,077 | ||||||||
Medicare Part D [Member] | Medical Claims Expenditure [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Concentration risk percentage | 3.00% | 5.00% | 5.00% | ||||||||
Medicare Part D [Member] | Capitated Revenue [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Concentration risk percentage | 2.00% | 3.00% | |||||||||
Acuity Adjustment [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Capitated accounts receivable | $ 12,299 | $ 9,026 | $ 12,299 | $ 9,026 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Sources of Capitated Revenue (Detail) - Capitated Revenue [Member] - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Humana [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 45.00% | 57.00% | 65.00% |
WellCare/Meridian [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 15.00% | 14.00% | 13.00% |
Cigna-HealthSpring [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 11.00% | 9.00% | 8.00% |
Other [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 29.00% | 20.00% | 14.00% |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Composition Of Revenues (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 248,702 | $ 217,896 | $ 214,382 | $ 201,785 | $ 173,600 | $ 139,140 | $ 126,488 | $ 117,376 | $ 882,765 | $ 556,604 | $ 317,938 |
Other Patient Service Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 31,490 | 16,695 | 8,344 | ||||||||
Other Patient Service Revenue [Member] | Care Coordination and Care Management [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 24,251 | 10,498 | 2,468 | ||||||||
Other Patient Service Revenue [Member] | Fee-For-Service [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 5,040 | $ 6,197 | $ 5,876 | ||||||||
Other Patient Service Revenue [Member] | CARES Act Grant Income [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 2,199 |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Sources of Fee for Service Revenue (Detail) - Fee-For-Service [Member] - OAK Street Health Inc and Affiliates [Member] - Other Patient Service Revenue [Member] | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Medicare [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 47.00% | 51.00% | 58.00% |
Humana [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 8.00% | 10.00% | 13.00% |
Other [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 45.00% | 39.00% | 29.00% |
Property and Equipment - Summar
Property and Equipment - Summary of Property Plant and Equipment (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 106,339 | $ 84,106 |
Less accumulated depreciation | (27,548) | (16,710) |
Property, plant and equipment, net | 78,791 | 67,396 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 63,618 | 56,608 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,859 | 3,888 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17,796 | 9,785 |
Internal Use Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,116 | 1,679 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,708 | 8,934 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,242 | $ 3,212 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
OAK Street Health Inc and Affiliates [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 10,838 | $ 7,461 | $ 4,053 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets [Line Items] | |||
Goodwill | $ 0 | $ 0 | $ 0 |
OAK Street Health Inc and Affiliates [Member] | |||
Goodwill and Intangible Assets [Line Items] | |||
Goodwill | 9,634,000 | 9,634,000 | |
OAK Street Health Inc and Affiliates [Member] | Customer Relationship [Member] | |||
Goodwill and Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 387,000 | $ 387,000 | $ 129,000 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets - Summary of Intangible Assets (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets [Line Items] | ||
Net book value | $ 2,965 | $ 3,352 |
Customer Relationship [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Customer relationships (10 year useful life) | 3,868 | 3,868 |
Accumulated amortization | (903) | (516) |
Net book value | $ 2,965 | $ 3,352 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets - Summary of Intangible Assets (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | Customer Relationship [Member] | |
Goodwill and Intangible Assets [Line Items] | |
Useful Life | 10 years |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets - Summary of Total Expected Future Annual Amortization (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets [Line Items] | ||
2021 | $ 387 | |
2022 | 387 | |
2023 | 387 | |
2024 | 387 | |
2025 | 387 | |
Thereafter | 1,030 | |
Net book value | $ 2,965 | $ 3,352 |
Internal Use Software - Additio
Internal Use Software - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Internal Use Software [Line Items] | |||
Internal use of software, capitalized | $ 6,116 | $ 1,679 | |
Internal use of software, accumulated depreciation | 770 | 327 | |
Capitalized development costs expensed | $ 442 | $ 160 | $ 89 |
Other Current and Long -Term Li
Other Current and Long -Term Liabilities - Summary of Accrued Liabilities (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities [Line Items] | ||
Accrued paid time off | $ 5,021 | $ 2,319 |
Accrued bonus and commission | 19,135 | 16,814 |
Accrued payroll and taxes | 1,788 | 7,052 |
CARES Act deferred payroll taxes | 3,475 | |
Other | 2,550 | 2,425 |
Total | $ 31,969 | $ 28,610 |
Other Current and Long -Term _2
Other Current and Long -Term Liabilities - Summary of Other Current Liabilities (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities [Line Items] | ||
Humana license fee | $ 620 | $ 2,753 |
Lease incentive obligation, current | 550 | 550 |
Contract liabilities, current | 4,290 | 3,785 |
Accrual for goods or services received, not invoiced | 3,614 | 2,876 |
CARES Act advance payments and provider relief funds | 2,349 | |
Other current liabilities | 1,189 | 1,037 |
Total | $ 12,612 | $ 11,001 |
Other Current and Long -Term _3
Other Current and Long -Term Liabilities - Summary of Other Noncurrent Liabilities (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Humana license fee, net of current | $ 7,371 | |
Contract liabilities, net of current | 12,818 | $ 5,039 |
Lease incentive obligation, net of current | 5,055 | 5,605 |
Bifurcated derivative | 152 | |
CARES Act deferred payroll taxes | 3,475 | |
Other long-term liabilities | 20 | 20 |
Total | $ 28,739 | $ 10,816 |
Liability For Unpaid Claims- Ad
Liability For Unpaid Claims- Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||||||||
Mediclaim expenses | $ 523,983 | $ 282,838 | |||||||||
Medical Claims Expenses [Member] | |||||||||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||||||||
Mediclaim expenses | $ 175,536 | $ 154,564 | $ 155,460 | $ 132,285 | $ 126,376 | $ 98,003 | $ 84,345 | $ 77,274 | 617,845 | 385,998 | $ 227,566 |
Medical Claims Expenses [Member] | Restatement Adjustment [Member] | Three Months Ending Thirty June Two Thousand And Twenty [Member] | |||||||||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||||||||
Mediclaim expenses | 11,000 | ||||||||||
Provider Excess Insurance Scheme [Member] | |||||||||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||||||||
Insurance premium expenditure incurred | 3,587 | 2,507 | 2,150 | ||||||||
Insurance premium expenditure reimbursed | 3,105 | 1,047 | $ 1,368 | ||||||||
Provider Excess Insurance Scheme [Member] | Catastrophe [Member] | |||||||||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||||||||
Providers excess insurance deductible per member | 250 | 250 | |||||||||
Provider Excess Insurance Scheme [Member] | Maximum [Member] | |||||||||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||||||||
Providers excess insurance deductible per member | $ 5,000 | $ 5,000 |
Liability For Unpaid Claims - S
Liability For Unpaid Claims - Summary of Liability for Unpaid Claims and Claims Adjustment Expense (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||
Balance, beginning of period | $ 170,629 | $ 68,174 |
Incurred health care costs: | ||
Cost of providing patient care | 523,983 | 282,838 |
Total claims incurred | 615,926 | 383,437 |
Current year | 356,461 | 226,618 |
Prior years | 167,522 | 56,220 |
Adjustments to other claims-related liabilities | (480) | 1,856 |
Balance, end of year | 262,092 | 170,629 |
Current year [Member] | ||
Incurred health care costs: | ||
Cost of providing patient care | 604,926 | 383,169 |
Prior years [Member] | ||
Incurred health care costs: | ||
Cost of providing patient care | $ 11,000 | $ 268 |
Liability For Unpaid Claims -_2
Liability For Unpaid Claims - Summary of Incurred Claims (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||
2016 | $ 50,696 | $ 50,696 | $ 50,696 | $ 50,696 | $ 50,696 |
2017 | 125,555 | 125,316 | 125,206 | 125,206 | |
2018 | 225,956 | 226,882 | 226,724 | ||
2019 | 394,856 | 383,169 | |||
2020 | 604,926 | ||||
Total | $ 1,401,989 | $ 786,063 | $ 402,626 | $ 175,902 | $ 50,696 |
Liability For Unpaid Claims -_3
Liability For Unpaid Claims - Summary of Liabililty for Cumulative Paid Claims (Details) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||
2016 | $ 50,696 | $ 50,696 | $ 50,702 | $ 49,795 | $ 33,764 |
2017 | 125,555 | 121,268 | 121,580 | 89,525 | |
2018 | 226,031 | 219,421 | 162,883 | ||
2019 | 383,243 | 226,618 | |||
2020 | 356,461 | ||||
Total | 1,141,986 | 618,003 | 335,165 | 139,320 | 33,764 |
Other claims-related liabilities | 2,089 | 2,569 | 713 | ||
Liability for unpaid claims | $ 262,092 | $ 170,629 | $ 68,174 | $ 36,582 | $ 16,932 |
Fair Value of Financial Measure
Fair Value of Financial Measurement - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value measurements for the bifurcated derivative | $ 152 | ||
Other Noncurrent Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value measurements for the bifurcated derivative | $ 0 | 152 | |
Interest Expense [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Changes in fair value of the bifurcated derivative | $ 152 | $ 663 | $ (755) |
Long- Term Debt - Additional In
Long- Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 11, 2020 | Jun. 28, 2018 | Jun. 30, 2020 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Feb. 01, 2020 | Jul. 01, 2019 | Apr. 26, 2019 | Apr. 01, 2019 | Aug. 07, 2017 |
OAK Street Health Inc and Affiliates [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Notes payable | $ 80,000 | |||||||||||||
Proceeds from long-term debt | 49,457 | $ 10,000 | ||||||||||||
Hercules Capital Inc [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument accrual of end of term charge | $ 0 | $ 4,760 | ||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt variable interest rate percentage | 9.75% | |||||||||||||
Debt instrument maturity date | Dec. 1, 2022 | |||||||||||||
Long term debt description of variable interest rate spread | the prime rate plus 5.00% | |||||||||||||
Debt instrument variable interest rate spread | 5.00% | |||||||||||||
Long term debt prepayment penalty percentage | 0.50% | |||||||||||||
Debt instrument maturity start date | Oct. 1, 2021 | |||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | Prepayment On Or Before Thirteenth June Two Thousand And Twenty [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt prepayment penalty percentage | 2.00% | |||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | Prepayment After Thirteenth June Two Thousand And Twenty But Before Thirty First December Two Thousand And Twenty [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt prepayment penalty percentage | 1.00% | |||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | Interest [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument maturity start date | Jul. 1, 2020 | |||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument maturity date | Jun. 1, 2022 | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative liability | $ 0 | $ 152 | ||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Interest Expense [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gain loss due to changes in fair value of derivative liability | $ 152 | $ 663 | $ (755) | |||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Principal And End Of Term Charge [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument maturity date | Sep. 1, 2021 | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Interest [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument frequency of periodic payment | 13 months | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Principal [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument frequency of periodic payment | 36-month | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 20,000 | |||||||||||||
Long term debt variable interest rate percentage | 9.75% | 9.75% | 9.75% | |||||||||||
Long term debt description of variable interest rate spread | Prime Rate plus 5.00%. | |||||||||||||
Debt instrument variable interest rate spread | 4.75% | |||||||||||||
Proceeds from long-term debt | $ 10,000 | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Within Twelve Months From The Closing Date [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt prepayment penalty percentage | 3.00% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | After Twelve Months And Within Twenty Four Months From The Closing Date [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt prepayment penalty percentage | 2.00% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | After Twenty Four Months From The Closing Date [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt prepayment penalty percentage | 1.00% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt prepayment penalty percentage | 1.00% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt prepayment penalty percentage | 3.00% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt description of variable interest rate spread | the Prime Rate minus 4.75% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument maturity date | Jun. 1, 2022 | |||||||||||||
Debt instrument end of term charge in percentage terms | 5.95% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche One [Member] | Debt Instrument Amendment Agreement Two [Member] | Principal And End Of Term Charge [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Notes payable | $ 80,000 | |||||||||||||
Long term debt variable interest rate percentage | 9.75% | |||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | |||||||||||||
Debt instrument prepayment charge | $ 3,204 | |||||||||||||
Interest rate accrual percentage on maturity | 107.00% | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche One [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 30,000 | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche Four [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 10,000 | |||||||||||||
Proceeds from long-term debt | $ 10,000 | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche Two [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 30,000 | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche Three [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 20,000 |
Long- Term Debt - Summary of Lo
Long- Term Debt - Summary of Long-term Debt Instruments (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Note payable to Hercules Capital, Inc., originally dated August 7, 2017 and amended April 26, 2019 and January 13, 2020. The note bears a floating interest rate of the greater of 9.75% or the sum the Prime Rate plus 5.00%. | $ 80,000 |
Less: Unamortized discount and debt issuance costs | 1,347 |
Less: Current maturities | (18,507) |
Total long-term debt | $ 62,840 |
Long- Term Debt - Summary of _2
Long- Term Debt - Summary of Long-term Debt Instruments (Parenthetical) (Detail) - Notes Payable, Other Payables [Member] - Hercules Capital Inc [Member] - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 07, 2017 | |
Debt Instrument [Line Items] | |||
Long term debt variable interest rate percentage | 9.75% | 9.75% | 9.75% |
Long term debt description of variable interest rate spread | Prime Rate plus 5.00%. | ||
Debt instrument issue date | Aug. 7, 2017 |
Long- Term Debt - Summary of De
Long- Term Debt - Summary of Debt Issuance Costs (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Schedule Of Debt Issuance Costs [Line Items] | |
Accretion of end-of-term charge | $ (1,830) |
Original issuance discount | 191 |
Additional issuance discount | 543 |
Amortization of deferred financing costs | (251) |
Unamortized discount and debt issuance costs, net | $ (1,347) |
Commitments - Operating Leases
Commitments - Operating Leases - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred rent expense (Humana comprised $833 and $1,034 as of December 31, 2020 and December 31, 2019, respectively) | $ 13,532 | $ 12,901 | |
General and Administrative Expense | |||
Operating Rent Expense | $ 20,131 | $ 14,459 | $ 7,296 |
Commitments - Schedule of Minim
Commitments - Schedule of Minimum Lease Payments for Operating Leases (Details) - OAK Street Health Inc and Affiliates [Member] $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 15,825 |
2022 | 16,569 |
2023 | 15,931 |
2024 | 15,172 |
2025 | 14,586 |
Thereafter | 93,969 |
Total | $ 172,052 |
Redeemable Investor Units - Add
Redeemable Investor Units - Additional Information (Detail) - USD ($) | Aug. 10, 2020 | Feb. 29, 2020 | Apr. 30, 2018 | Feb. 22, 2018 | Aug. 31, 2020 | May 31, 2019 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 38,111,001 | 12,472,242 | |||||||||
Deemed dividend | $ 103,591,000 | ||||||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 184,787,783 | ||||||||||
Total carrying value | $ 545,001,000 | ||||||||||
Investor Units Dividend Declared | $ 0 | $ 0 | |||||||||
Investor Units III-E [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | ||||||||||
Shares Issued, Price Per Share | $ 156.29 | ||||||||||
Proceeds From Issuance Of Investor Units | $ 230,000,000 | ||||||||||
Payments Of Stock Issuance Costs | $ 5,638,000 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 268,817 | ||||||||||
Number of shares issued upon conversion | 200,286,312 | 12,472,242 | |||||||||
Total carrying value | $ 320,639,000 | ||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | 25,518 | 4,062,278 | ||||||||
Proceeds From Issuance Of Investor Units | $ 423,218,000 | $ (344,878,000) | $ (241,810,000) | $ (144,914,000) | |||||||
Change in fair value of warrant obligation | $ (211,000) | ||||||||||
Issuance of Series I, II and III Investor Units Authorized (In Shares) | 11,000,619 | 10,975,101 | 6,774,629 | ||||||||
OAK Street Health Inc and Affiliates [Member] | Redeemable Investor Units [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Total carrying value | $ 320,639,000 | $ 319,139,000 | $ 152,243,000 | ||||||||
Issuance of Series I, II and III Investor Units | $ 224,362,000 | $ 1,500,000 | $ 158,947,000 | ||||||||
Limited Liability Company (LLC) Member, Preferred Return Percentage | 8.00% | ||||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-D [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 876,147 | ||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 25,518 | 25,518 | 850,629 | ||||||||
Shares Issued, Price Per Share | $ 58.78 | $ 58.78 | $ 58.78 | ||||||||
Issuance of Series I, II and III Investor Units Authorized (In Shares) | 876,147 | 876,147 | 850,629 | ||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-D [Member] | Redeemable Investor Units [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Issuance of Series I, II and III Investor Units | $ 1,500,000 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-E [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 1,471,623 | ||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | ||||||||||
Issuance of Series I, II and III Investor Units Authorized (In Shares) | 1,471,623 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-B [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 568,613 | ||||||||||
Shares Issued, Price Per Share | $ 26.38 | $ 26.38 | |||||||||
Issuance of Series I, II and III Investor Units Authorized (In Shares) | 568,613 | 568,613 | 568,613 | ||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-B [Member] | Warrant [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Exercise of warrants | 568,613 | ||||||||||
Exercise price of warrants | $ 26.38 | ||||||||||
Proceeds from exercise of Warrants | $ 15,000,000 | ||||||||||
Warrants Outstanding | 0 | 0 | 0 | ||||||||
Change in fair value of warrant obligation | $ 211,000 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-C [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 747,661 | ||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 747,661 | ||||||||||
Shares Issued, Price Per Share | $ 58.78 | $ 58.78 | |||||||||
Issuance of Series I, II and III Investor Units Authorized (In Shares) | 747,661 | 747,661 | 747,661 | ||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-C [Member] | 2018 Tender Offer [Member] | Repurchase [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 747,661 | ||||||||||
Shares Issued, Price Per Share | $ 58.78 | ||||||||||
Proceeds From Issuance Of Investor Units | $ 43,948,000 | ||||||||||
Issuance of Series I, II and III Investor Units Authorized (In Shares) | 1,224,907 | ||||||||||
Fair value option difference between fair value of redemption and carrying value of redemption. | $ 20,313,000 | ||||||||||
Fair value of consideration paid upon redemption | 28,004,000 | ||||||||||
Carrying value of redeemable investor units | $ 7,691,000 | ||||||||||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 58,240,199 | ||||||||||
General Atlantic Llc And New light Partners Lp [Member] | Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 126,278,767 |
Redeemable Investor Units - Sum
Redeemable Investor Units - Summary of Redeemable Investor Units (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Dec. 31, 2019 | May 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 11,000,619 | 10,975,101 | 6,774,629 | ||
Total Value | $ 320,639 | $ 319,139 | |||
Investor Units I [Member] | |||||
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 382,572 | 382,572 | 382,572 | 537,499 | |
Issuance Price per Unit | $ 12 | $ 12 | |||
Total Value | $ 4,591 | $ 4,591 | |||
Investor Units II [Member] | |||||
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 509,796 | 509,796 | 509,796 | 638,151 | |
Issuance Price per Unit | $ 16.20 | $ 16.20 | |||
Total Value | $ 8,259 | $ 8,259 | |||
Investor Units III-A – Issued prior to December 1, 2015 [Member] | |||||
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 1,872,409 | 1,872,409 | 1,872,409 | ||
Issuance Price per Unit | $ 20.25 | $ 20.25 | |||
Total Value | $ 37,916 | $ 37,916 | |||
Investor Units III-A – Issued after December 1,2015 [Member] | |||||
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 6,043,421 | 6,043,421 | 6,043,421 | ||
Issuance Price per Unit | $ 26.38 | $ 26.38 | |||
Total Value | $ 159,425 | $ 159,425 | |||
Investor Units III-B [Member] | |||||
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 568,613 | 568,613 | 568,613 | ||
Issuance Price per Unit | $ 26.38 | $ 26.38 | |||
Total Value | $ 15,000 | $ 15,000 | |||
Investor Units III-C [Member] | |||||
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 747,661 | 747,661 | 747,661 | ||
Issuance Price per Unit | $ 58.78 | $ 58.78 | |||
Total Value | $ 43,948 | $ 43,948 | |||
Investor Units III-D [Member] | |||||
Temporary Equity [Line Items] | |||||
Units Issued and Outstanding | 876,147 | 876,147 | 850,629 | ||
Issuance Price per Unit | $ 58.78 | $ 58.78 | $ 58.78 | ||
Total Value | $ 51,500 | $ 50,000 |
Redeemable Investor Units - S_2
Redeemable Investor Units - Summary of Investor Units Activity (Detail) - shares | Aug. 10, 2020 | Feb. 29, 2020 | May 31, 2019 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||||||
Conversion | (38,111,001) | (12,472,242) | |||||
Investor Units III-E [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Issued | 1,471,623 | ||||||
OAK Street Health Inc and Affiliates [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Beginning balance | 11,000,619 | 10,975,101 | 6,774,629 | ||||
Exercised | 614,613 | ||||||
Issued | 1,471,623 | 25,518 | 4,062,278 | ||||
Tender Offer | (476,419) | ||||||
Conversion | (200,286,312) | (12,472,242) | |||||
Ending Balance | 11,000,619 | 10,975,101 | |||||
OAK Street Health Inc and Affiliates [Member] | Investor Units I [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Beginning balance | 382,572 | 382,572 | 537,499 | ||||
Exercised | 25,000 | ||||||
Tender Offer | (179,927) | ||||||
Conversion | (382,572) | ||||||
Ending Balance | 382,572 | 382,572 | 382,572 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units II [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Beginning balance | 509,796 | 509,796 | 638,151 | ||||
Exercised | 21,000 | ||||||
Tender Offer | (149,355) | ||||||
Conversion | (509,796) | ||||||
Ending Balance | 509,796 | 509,796 | 509,796 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-A [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Beginning balance | 7,915,830 | 7,915,830 | 5,598,979 | ||||
Issued | 2,463,988 | ||||||
Tender Offer | (147,137) | ||||||
Conversion | (7,915,830) | ||||||
Ending Balance | 7,915,830 | 7,915,830 | |||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-B [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Beginning balance | 568,613 | 568,613 | |||||
Exercised | 568,613 | ||||||
Conversion | (568,613) | ||||||
Ending Balance | 568,613 | 568,613 | 568,613 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-C [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Beginning balance | 747,661 | 747,661 | |||||
Issued | 747,661 | ||||||
Conversion | (747,661) | ||||||
Ending Balance | 747,661 | 747,661 | 747,661 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-D [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Beginning balance | 876,147 | 850,629 | |||||
Issued | 25,518 | 25,518 | 850,629 | ||||
Conversion | (876,147) | ||||||
Ending Balance | 876,147 | 876,147 | 850,629 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-E [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Issued | 1,471,623 | ||||||
Conversion | (1,471,623) | ||||||
Ending Balance | 1,471,623 |
Redeemable Investor Units - S_3
Redeemable Investor Units - Summary of Dividends Preferred Stock (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Temporary Equity [Line Items] | ||||
Units | 11,000,619 | 10,975,101 | 6,774,629 | |
Total | $ 103,591 | $ 76,371 | $ 47,000 | |
Investor Units I [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 382,572 | 382,572 | 382,572 | 537,499 |
Per Unit | $ 8.53 | $ 7.60 | $ 6.15 | |
Total | $ 3,265 | $ 2,908 | $ 2,352 | |
Investor Units II [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 509,796 | 509,796 | 509,796 | 638,151 |
Per Unit | $ 10.15 | $ 8.95 | $ 7.09 | |
Total | $ 5,175 | $ 4,563 | $ 3,613 | |
Investor Units III-A – Issued prior to December 1, 2015 [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 1,872,409 | 1,872,409 | 1,872,409 | |
Per Unit | $ 10.48 | $ 9.09 | $ 6.92 | |
Total | $ 19,627 | $ 17,020 | $ 12,950 | |
Investor Units III-A – Issued after December 1,2015 [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 6,043,421 | 6,043,421 | 6,043,421 | |
Per Unit | $ 7.90 | $ 6.34 | $ 3.92 | |
Total | $ 47,757 | $ 38,323 | $ 23,674 | |
Investor Units III-B [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 568,613 | 568,613 | 568,613 | |
Per Unit | $ 5.51 | $ 4.06 | $ 1.80 | |
Total | $ 3,132 | $ 2,306 | $ 1,024 | |
Investor Units III-C [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 747,661 | 747,661 | 747,661 | |
Per Unit | $ 11.34 | $ 8.14 | $ 3.19 | |
Total | $ 8,477 | $ 6,089 | $ 2,383 | |
Investor Units III-D [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 876,147 | 876,147 | 850,629 | |
Per Unit | $ 8.98 | $ 5.89 | $ 1.18 | |
Total | $ 7,865 | $ 5,162 | $ 1,004 | |
Investor Units III-E [Member] | ||||
Temporary Equity [Line Items] | ||||
Units | 1,471,623 | |||
Per Unit | $ 5.64 | |||
Total | $ 8,293 |
Stockholders' Equity_ Members_3
Stockholders' Equity/ Members' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Apr. 27, 2020 | Mar. 21, 2018 | Aug. 31, 2020 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 05, 2020 |
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Number of units converted | 3,456,634 | ||||||||
Conversion of common stock shares issued upon conversion | 38,111,001 | 12,472,242 | |||||||
Reclassification of members capital | $ 7,006 | ||||||||
Members capital par value or stated value per unit | $ 0.001 | ||||||||
Common stock, shares authorized | 500,000,000 | 1,000 | |||||||
OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 268,817 | ||||||||
Number of units converted | 15,928,876 | (3,456,634) | |||||||
Conversion of common stock shares issued upon conversion | 200,286,312 | 12,472,242 | |||||||
Issuance of Common Units | 1,471,623 | 25,518 | 4,062,278 | ||||||
Members capital par value or stated value per unit | $ 0.01 | $ 0.01 | |||||||
Common stock, shares authorized | 500,000,000 | 1,000 | |||||||
Tender Offer Expiration Date | Apr. 27, 2020 | ||||||||
Limited Liability Company (LLC) Common Unit Tendered Value | $ 20,000 | $ 72,000 | $ 20,000 | ||||||
Limited Liability Company (LLC) Common Units, Price Per Unit | $ 156.29 | $ 58.78 | |||||||
Threshold Percentage On Transfer Of Common Units | 10.00% | ||||||||
Repurchase Of Units During The Period Tender Offer Value | (19,393) | $ (24,152) | |||||||
Additional unit based compensation expense | $ 606 | ||||||||
Preferred stock authorized | 50,000,000 | 0 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
OAK Street Health Inc and Affiliates [Member] | Accumulated Deficit [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Repurchase Of Units During The Period Tender Offer Value | $ 13,498 | ||||||||
OAK Street Health Inc and Affiliates [Member] | Members' Capital [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Issuance of Common Units | 1,095,067 | 496,763 | 892,118 | ||||||
Repurchase Of Units During The Period Tender Offer Value | $ (5,895) | $ (2,827) | |||||||
IPO [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Issuance of Common Units | 17,968,750 | ||||||||
Shares offering, price per share | $ 21 | ||||||||
Preferred stock authorized | 50,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | ||||||||
IPO [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Issuance of Common Units | 17,968,750 | ||||||||
Shares offering, price per share | $ 21 | ||||||||
Members capital par value or stated value per unit | $ 0.001 | ||||||||
Common stock, shares authorized | 17,968,750 | ||||||||
Over-Allotment Option [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Issuance of Common Units | 2,343,750 | ||||||||
Over-Allotment Option [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Issuance of Common Units | 2,343,750 | ||||||||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 37,884,061 | ||||||||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 58,240,199 | ||||||||
Common Stock [Member] | Oak Street Health Inc [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 226,940 | ||||||||
Common Stock Subject To Service-Based Vesting [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Conversion of common stock shares issued upon conversion | 22,612,472 | ||||||||
Common Stock Subject To Service-Based Vesting [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 22,612,472 | ||||||||
Common Stock Subject To Service-Based Vesting [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Conversion of common stock shares issued upon conversion | 22,612,472 | ||||||||
Common Stock Option To Purchase [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 14,313,416 | ||||||||
Common Stock Option To Purchase [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Number of units converted | 1,924 | ||||||||
General and Administrative Expenses [Member] | |||||||||
Limited Liability Company Llc Members Equity [Line Items] | |||||||||
Compensation expense | $ 12,104 |
Stockholders' Equity_ Members_4
Stockholders' Equity/ Members' Deficit - Summary of Common Stock/Units Outstanding (Detail) - shares | Aug. 10, 2020 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Limited Liability Company Llc Members Equity [Line Items] | |||||
Conversion of pre IPO units | 3,456,634 | ||||
OAK Street Health Inc and Affiliates [Member] | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Balance | 2,530,864 | 2,074,216 | 1,554,334 | ||
Granted | 1,095,067 | 496,763 | 892,118 | ||
Exercised | 4,979 | 6,000 | |||
Repurchased/Forfeited | (153,945) | (40,115) | (92,681) | ||
Tender Offer | (131,151) | (285,555) | |||
Conversion of pre IPO units | 15,928,876 | (3,456,634) | |||
Conversion common stock | 222,898,784 | ||||
Initial Public Offering | 17,968,750 | ||||
Balance | 240,756,714 | 2,530,864 | 2,074,216 | ||
Founders Units [Member] | OAK Street Health Inc and Affiliates [Member] | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Balance | 606,313 | 606,313 | 810,463 | ||
Tender Offer | (107,208) | (204,150) | |||
Conversion of pre IPO units | (499,105) | ||||
Balance | 606,313 | 606,313 | |||
Incentive Units [Member] | OAK Street Health Inc and Affiliates [Member] | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Balance | 13,755 | 13,755 | 48,013 | ||
Exercised | 6,000 | ||||
Tender Offer | (1,142) | (40,258) | |||
Conversion of pre IPO units | (12,613) | ||||
Balance | 13,755 | 13,755 | |||
Profits Interest [Member] | OAK Street Health Inc and Affiliates [Member] | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Balance | 1,910,796 | 1,454,148 | 695,858 | ||
Granted | 1,095,067 | 496,763 | 892,118 | ||
Repurchased/Forfeited | (38,146) | (40,115) | (92,681) | ||
Tender Offer | (22,801) | (41,147) | |||
Conversion of pre IPO units | (2,944,916) | ||||
Balance | 1,910,796 | 1,454,148 | |||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Exercised | 4,979 | ||||
Repurchased/Forfeited | (115,799) | ||||
Conversion common stock | 222,898,784 | ||||
Initial Public Offering | 17,968,750 | ||||
Balance | 240,756,714 |
Stockholders' Equity_ Members_5
Stockholders' Equity/ Members' Deficit - Summary of Common Stock/Units Outstanding (Parenthetical) (Detail) - $ / shares | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2019 |
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | $ 0.001 | ||
OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | $ 0.01 | $ 0.01 | |
Founders Units [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | 0.01 | ||
Incentive Units [Member] | Minimum [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | 0 | ||
Incentive Units [Member] | Maximum [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | 26 | ||
Profits Interest [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | $ 0 |
Stockholders' Equity_ Members_6
Stockholders' Equity/ Members' Deficit - Summary of Common Units Tendered (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2020 | Mar. 21, 2018 | Dec. 31, 2020 |
Limited Liability Company Llc Members Equity [Line Items] | |||
Number of Units Tendered | 131,151 | ||
Purchase Price per Unit | $ 156.29 | $ 58.78 | |
Total Purchase Price | $ 20,000 | $ 72,000 | $ 20,000 |
Founders Units [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Number of Units Tendered | 107,208 | ||
Purchase Price per Unit | $ 156.29 | ||
Total Purchase Price | $ 16,756 | ||
Incentive Units [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Number of Units Tendered | 1,142 | ||
Purchase Price per Unit | $ 156.29 | ||
Total Purchase Price | $ 178 | ||
Profits Interest [Member] | Hurdle Value One [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Number of Units Tendered | 17,622 | ||
Purchase Price per Unit | $ 136.04 | ||
Total Purchase Price | $ 2,397 | ||
Profits Interest [Member] | Hurdle Value Two [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Number of Units Tendered | 3,684 | ||
Purchase Price per Unit | $ 129.91 | ||
Total Purchase Price | $ 479 | ||
Profits Interest [Member] | Hurdle Value Three [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Number of Units Tendered | 1,495 | ||
Purchase Price per Unit | $ 126.90 | ||
Total Purchase Price | $ 190 |
Stockholders' Equity_ Members_7
Stockholders' Equity/ Members' Deficit - Summary of Common Units Tendered (Parenthetical) (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Hurdle Value One [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | $ 265,158 | $ 234,834 | $ 234,834 |
Hurdle Value Two [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | 346,107 | 306,706 | 306,712 |
Hurdle Value Three [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | 386,277 | $ 342,451 | $ 342,451 |
Profits Interest [Member] | Hurdle Value One [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | 265,158 | ||
Profits Interest [Member] | Hurdle Value Two [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | 346,107 | ||
Profits Interest [Member] | Hurdle Value Three [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | $ 386,277 |
Stock And Unit-Based Compensa_3
Stock And Unit-Based Compensation- Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate intrinsic value of options exercised | $ 404 | $ 0 | ||
Fair Value of Options | 90,138 | $ 0 | ||
Non-vested Awards (RSAs, Options and RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 274,204 | |||
Unrecognized compensation expense, period of recognition | 1 year 7 months 13 days | |||
OAK Street Health Inc and Affiliates [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Exercise of Options (In Shares) | 6,607 | |||
Unit Options Outstanding | 14,958,969 | |||
Equity instruments other than options grants in period | 1,095,067 | 496,763 | 892,118 | |
Risk free rate | 1.58% | 2.46% | ||
Volatility rate | 35.00% | 35.00% | ||
Time to liquidity event | 2 years 2 months 8 days | 2 years 9 months 18 days | ||
Stock and Unit-Based Compensation | $ 77,730 | $ 3,887 | $ 506 | |
OAK Street Health Inc and Affiliates [Member] | Profits Interest Award [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock and Unit-Based Compensation | 9,285 | 4,099 | 806 | |
OAK Street Health Inc and Affiliates [Member] | Performance Vesting units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock and Unit-Based Compensation | 68,722 | $ 0 | $ 0 | |
OAK Street Health Inc and Affiliates [Member] | Sponsors Exit Service-based Vesting [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock and Unit-Based Compensation | $ 49,451 | |||
Restricted stock awards | 984,560 | |||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Exercise of Options (In Shares) | 6,607 | |||
Twenty Twenty Omnibus Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, effective date | Aug. 5, 2020 | |||
Share-based payment award, number of shares available for issuance | 48,138,967 | |||
Twenty Twenty Employee Stock Purchase Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares available for issuance | 2,386,875 | |||
Share-based payment Award, percentage of outstanding stock maximum | 1.00% | |||
Sharebased compensation arrangement by sharebased payment award payroll deduction percentage on employee subscription | 15.00% | |||
Sharebased compensation arrangement by sharebased payment award purchase price percentage applied on lower market price | 85.00% | |||
Twenty Twenty Employee Stock Purchase Plan [Member] | Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Purchase of common stock shares | 0 | |||
Twenty Twenty Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares available for issuance | 30,000,000 | |||
Equity Incentive Plan 2015 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Exercise of Options (In Shares) | 6,000 | 0 | ||
Unit Options Outstanding | 0 | 2,000 | 2,000 | |
Stock exercise price per unit | $ 12 | $ 12 | ||
Equity Incentive Plan 2015 [Member] | OAK Street Health Inc and Affiliates [Member] | Profits Interest Award [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity instruments other than options grants in period | 1,095,067 | 496,763 | 892,118 |
Stock And Unit-Based Compensa_4
Stock And Unit-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Conversion | $ / shares | $ 21 |
Weighted Average Exercise Price, Granted | $ / shares | 21.24 |
Weighted Average Exercise Price, Exercised | $ / shares | 21 |
Weighted Average Exercise Price, Cancelled | $ / shares | $ 21.05 |
OAK Street Health Inc and Affiliates [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Conversion | 14,313,416 |
Granted | 694,350 |
Exercised | (6,607) |
Forfeitures – Profits Interests (In Shares) | (42,190) |
Options, Outstanding Ending Balance | 14,958,969 |
Options exercisable as of December 31, 2020 | 1,927,295 |
Weighted Average Contractual Term Remaining (in years) | 9 years 7 months 6 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of September 30, 2020 | 9 years 7 months 6 days |
Aggregate Intrinsic Value | $ | $ 600,590 |
Aggregate Intrinsic Value | $ | $ 77,400 |
Stock And Unit-Based Compensa_5
Stock And Unit-Based Compensation - Summary of Restricted Stock Awards (RSA) (Detail) - RSA [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Conversion of members capital into common stock upon closing of initial public offering (in shares) | shares | 22,612,472 |
Vested | shares | (897,555) |
Canceled and forfeited | shares | (115,799) |
Ending balance | shares | 21,599,118 |
Conversion | $ / shares | $ 11.44 |
Vested | $ / shares | 3.22 |
Canceled and forfeited | $ / shares | 13.41 |
Ending balance | $ / shares | $ 11.77 |
Stock And Unit-Based Compensa_6
Stock And Unit-Based Compensation - Summary of Restricted Stock Unit (RSU) (Detail) - RSU [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | shares | 224,912 |
Canceled and forfeited | shares | (8,108) |
Ending balance | shares | 216,804 |
Granted | $ / shares | $ 31.82 |
Canceled and forfeited | $ / shares | 21.45 |
Ending balance | $ / shares | $ 32.21 |
Stock And Unit-Based Compensa_7
Stock And Unit-Based Compensation - Summary of Profits Interests Award Activity (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 1,910,796 | 1,454,148 | 695,858 |
Granted | 1,095,067 | 496,763 | 892,118 |
Vested | 271,710 | 193,375 | 131,558 |
Canceled and forfeited | (60,947) | (40,115) | (133,828) |
Ending balance | 1,910,796 | 1,454,148 | |
Conversion-Profits Interests | (2,944,916) | ||
Vested outstanding -Profits Interests | 389,531 | 205,665 | |
Beginning balance | $ 12.68 | $ 2.35 | $ 2.02 |
Granted | 55.03 | 42.35 | 2.61 |
Vested | 8.96 | 2.32 | 1.81 |
Canceled and forfeited | 9.75 | 5.74 | 2.33 |
Ending balance | $ 12.68 | $ 2.35 | |
Conversion | $ 28.49 | ||
Hurdle Value One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 111,076 | 118,737 | |
Ending balance | 111,076 | 118,737 | |
Hurdle Value | $ 265,158 | $ 234,834 | $ 234,834 |
Hurdle Value Two [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 160,492 | 166,929 | |
Ending balance | 160,492 | 166,929 | |
Hurdle Value | $ 346,107 | $ 306,706 | $ 306,712 |
Hurdle Value Three [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 45,275 | 52,050 | |
Ending balance | 45,275 | 52,050 | |
Hurdle Value | $ 386,277 | $ 342,451 | $ 342,451 |
Hurdle Value Four [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 265,374 | 273,421 | |
Ending balance | 265,374 | 273,421 | |
Hurdle Value | $ 685,350 | $ 608,955 | $ 608,966 |
Hurdle Value Five [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 462,292 | 451,908 | |
Ending balance | 462,292 | 451,908 | |
Hurdle Value | $ 782,361 | $ 645,000 | $ 645,000 |
Hurdle Value Six [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 521,225 | 52,201 | |
Ending balance | 521,225 | 52,201 | |
Hurdle Value | $ 922,500 | $ 697,700 | $ 696,723 |
Hurdle Value Seven [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 345,062 | 338,902 | |
Ending balance | 345,062 | 338,902 | |
Hurdle Value | $ 1,582,500 | $ 1,310,000 | $ 1,310,000 |
Hurdle Value Eight [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 1,910,796 | 1,454,148 | |
Ending balance | 1,910,796 | 1,454,148 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax at federal statutory rates | 21.00% | 21.00% | 21.00% |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Valuation allowance | (85,845,000) | (21,570,000) | |
Increase in valuation allowance | $ 64,275,000 | 12,486,000 | |
Percentage of annual usage limitation on net operating loss carryforward | 80.00% | ||
Amount accrued for interest or penalties | $ 0 | $ 0 | |
Federal [Member] | |||
Operating loss carryforwards | 218,321,000 | ||
Federal [Member] | Earliest Tax Year [Member] | |||
Operating loss carryforwards | $ 54,131,000 | ||
Operating loss carryforwards, expiration begining year | 2035 | ||
Federal [Member] | Latest Tax Year [Member] | |||
Operating loss carryforwards | $ 164,190,000 | ||
State [Member] | |||
Operating loss carryforwards | $ 174,527,000 | ||
Operating loss carryforwards, expiration begining year | 2032 | ||
Operating loss carryforwards, expiration ending year | 2040 | ||
IPO [Member] | |||
Increase in valuation allowance | $ 45,178,000 | ||
Continuing Operations [Member] | |||
Increase in valuation allowance | $ 19,097,000 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit (Details) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax provision (benefit) | |||
At statutory rate | $ (40,331) | $ (22,489) | $ (16,739) |
State taxes | (2,382) | (2,276) | (1,481) |
State valuation allowance | 2,382 | 2,276 | 1,481 |
Federal valuation allowance | 16,715 | 10,210 | 4,169 |
Stock based compensation | 15,667 | ||
Partnership book losses not subject to tax | 7,535 | 12,251 | $ 12,570 |
Permanent items | $ 414 | $ 28 |
Income Tax - Components of Net
Income Tax - Components of Net Deferred Tax Assets and Deferred Tax Liabilities (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | ||
Federal net operating loss carryforwards | $ 45,847 | |
State net operating loss carryforwards | 15,190 | $ 58 |
Deferred revenue | 3,776 | 765 |
Reserves and accruals | 491 | 16,000 |
Stock based compensation | 799 | |
Interest expense limitation | 4,755 | |
Deferred rent | 5,294 | |
IBNR reserve | 5,442 | 4,844 |
Payroll accruals | 8,762 | |
Allowance for doubtful accounts | 1,793 | |
Accrued professional fees | 774 | |
Total deferred tax assets | 92,923 | 21,667 |
Valuation allowance | (85,845) | (21,570) |
Net deferred income tax assets | 7,078 | 97 |
Deferred income tax liabilities: | ||
Other intangibles | (314) | |
Fixed assets | (4,147) | |
Prepaids | (1,376) | |
Other | (25) | |
Outside basis difference in a partnership | (1,241) | (72) |
Net deferred income tax liabilities | $ (7,078) | $ (97) |
Variable Interest Entities - Su
Variable Interest Entities - Summary of VIE Assets and Liabilities and Performance for the Physician Groups (Detail) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 286,148 | $ 252,629 | |
Total liabilities | 332,060 | 230,527 | |
Total revenues | 865,271 | 549,046 | $ 317,938 |
Total operating expenses | 679,729 | 424,529 | 252,674 |
Medical Claims Expense [Member] | |||
Variable Interest Entity [Line Items] | |||
Cost of providing patient care | 615,925 | 383,437 | 226,724 |
Cost of Care, Excluding Depreciation and Amortization [Member] | |||
Variable Interest Entity [Line Items] | |||
Cost of providing patient care | $ 63,804 | $ 41,092 | $ 25,950 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Thousands | Sep. 01, 2018USD ($)shares | Dec. 31, 2020USD ($)Center | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Related Party Transaction [Line Items] | ||||
Liability for unpaid claims | $ 262,092 | $ 170,629 | $ 68,174 | |
Humana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 385,744 | 307,867 | 201,364 | |
Due from related parties | 65,731 | 49,647 | ||
Due to related parties current | 3,956 | 2,540 | ||
Due to related parties noncurrent | $ 12,679 | 4,705 | ||
Number of alliance centers opened | Center | 23 | |||
Related party transactions, medical claims expenses | $ 254,867 | 211,577 | 149,416 | |
Liability for unpaid claims | 78,485 | 58,916 | ||
Payments for license fees | 2,684 | 2,100 | 906 | |
Operating lease payments | 2,931 | 1,549 | 1,125 | |
Deferred rent liability | 833 | 1,034 | ||
Humana [Member] | Fee For Service Revenue [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 38 | 66 | ||
Related party transaction other patient service revenue | 403 | 620 | 764 | |
Humana [Member] | Care Coordination Revenue [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction other patient service revenue | 3,211 | 2,373 | 2,313 | |
Humana [Member] | License Fee [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties current | 620 | 2,753 | ||
Due to related parties noncurrent | 7,371 | 0 | ||
Humana [Member] | Investor Units III-D [Member] | ||||
Related Party Transaction [Line Items] | ||||
Limited liability company (LLC) investor unit issued during the period | shares | 850,629 | |||
Limited liability company (LLC) investor unit value issued during the period | $ 50,000 | |||
Capital units value | 55,084 | |||
Corporate Joint Venture [Member] | Blue Cross Blue Shield of Rhode Island [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 11,252 | 1,280 | 0 | |
Due from related parties | 10,006 | 693 | ||
Related party transactions, medical claims expenses | 10,629 | 1,088 | $ 0 | |
Liability for unpaid claims | $ 11,129 | $ 1,088 | ||
Ownership percentage in joint ventures | 49.90% | 49.90% | ||
Contributions made to joint ventures | $ 5,943 | $ 3,493 | ||
Corporate Joint Venture [Member] | Zing Health [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 2,154 | |||
Due from related parties | 185 | |||
Related party transactions, medical claims expenses | 1,732 | |||
Liability for unpaid claims | $ 725 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Common Unit (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net loss attributable to common stockholders | $ (215,210) | $ (137,233) | $ (118,662) | ||||||||
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO | 27,220 | 29,371 | 39,118 | ||||||||
Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO | $ (3,589) | $ (64) | $ (79) | $ (355) | $ (1,429) | $ (224) | $ (124) | $ 196 | (4,087) | $ (1,581) | $ (171) |
Net loss attributable to OSH Inc. | $ (120,524) | ||||||||||
Denominator: | |||||||||||
Weighted average common stock outstanding - basic and diluted | 218,825,324 | ||||||||||
Net loss per share – basic and diluted | $ (0.40) | $ (0.15) | $ (0.55) | ||||||||
IPO [Member] | |||||||||||
Numerator: | |||||||||||
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO | $ (27,220) | ||||||||||
Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO | $ (67,466) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit (Detail) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2020shares | |
Total | 36,774,891 |
Stock Options [Member] | |
Stock options | 14,958,969 |
RSU [Member] | |
RSUs | 216,804 |
RSA [Member] | |
RSAs | 21,599,118 |
Quarterly Financial Informati_3
Quarterly Financial Information (unaudited) - Schedule of Quarterly Financial Information (Details) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | $ 248,702 | $ 217,896 | $ 214,382 | $ 201,785 | $ 173,600 | $ 139,140 | $ 126,488 | $ 117,376 | $ 882,765 | $ 556,604 | $ 317,938 |
Operating expenses: | |||||||||||
Cost of providing patient care in relation to revenue waived | 523,983 | 282,838 | |||||||||
Sales and marketing | 26,764 | 15,474 | 10,102 | 11,871 | 14,259 | 12,002 | 11,253 | 8,675 | 64,211 | 46,189 | 25,470 |
Corporate, general and administrative expenses | 72,942 | 57,136 | 31,038 | 24,379 | 29,965 | 21,671 | 16,045 | 11,911 | 185,495 | 79,592 | 50,799 |
Depreciation and amortization | 3,166 | 2,881 | 2,674 | 2,505 | 2,215 | 2,053 | 1,856 | 1,724 | 11,225 | 7,848 | 4,182 |
Total operating expenses | 339,433 | 273,245 | 238,799 | 214,809 | 217,598 | 170,726 | 144,928 | 127,228 | 1,066,286 | 660,480 | 393,975 |
Loss from operations | (90,731) | (55,349) | (24,417) | (13,024) | (43,998) | (31,586) | (18,440) | (9,852) | (183,521) | (103,876) | (76,037) |
Other income/(expense) | |||||||||||
Interest expense, net | 24 | (3,862) | (2,448) | (2,426) | (1,962) | (1,813) | (1,867) | (9) | |||
Other | 4 | 35 | 22 | 95 | 25 | (25) | 22 | 62 | 156 | 84 | 10 |
Total other expense | 28 | (3,827) | (2,426) | (2,331) | (1,937) | (1,838) | (1,845) | 53 | (8,556) | (5,567) | (3,678) |
Net loss | (90,703) | (59,176) | (26,844) | (15,355) | (45,935) | (33,424) | (20,285) | (9,799) | (192,077) | (109,443) | (79,715) |
Net loss attributable to non-controlling interests | 3,589 | 64 | 79 | 355 | 1,429 | 224 | 124 | (196) | 4,087 | 1,581 | 171 |
Net loss attributable to the Company | $ (87,114) | $ (59,111) | (26,765) | (15,000) | (44,506) | (33,200) | (20,161) | (9,995) | $ (187,990) | (107,862) | (79,544) |
Net loss per share – basic and diluted | $ (0.40) | $ (0.15) | $ (0.55) | ||||||||
Medical Claims Expenses [Member] | |||||||||||
Operating expenses: | |||||||||||
Cost of providing patient care in relation to revenue waived | $ 175,536 | $ 154,564 | 155,460 | 132,285 | 126,376 | 98,003 | 84,345 | 77,274 | $ 617,845 | 385,998 | 227,566 |
Cost of Care [Member] | |||||||||||
Operating expenses: | |||||||||||
Cost of providing patient care in relation to revenue waived | 61,025 | 43,190 | 39,526 | 43,769 | 44,783 | 36,997 | 31,429 | 27,644 | 187,510 | 140,853 | 85,958 |
Capitated Revenue [Member] | |||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | 234,899 | 211,789 | 207,997 | 196,590 | 168,453 | 133,073 | 123,054 | 115,329 | 851,275 | 539,909 | 309,594 |
Other Patient Service Revenue [Member] | |||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | $ 13,803 | $ 6,107 | $ 6,385 | $ 5,195 | $ 5,147 | $ 6,067 | $ 3,434 | $ 2,047 | $ 31,490 | $ 16,695 | $ 8,344 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2021 | Jan. 22, 2021 | |
CARES Act [Member] | Scenario Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Grants received | $ 2,605 | |
Subsequent Event [Member] | TENNESSEE [Member] | ||
Subsequent Event [Line Items] | ||
Agreement base purchase price | $ 1,800 |