Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 23, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
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 | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,653,442,635 | ||
Entity Common Stock, Shares Outstanding | 240,990,805 | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Chicago, IL | ||
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 ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term assets: | ||
Operating lease right-of-use assets (Humana comprised $70.9 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 0 | |
Long-term liabilities: | ||
Long-term operating lease liabilities (Humana comprised $66.0 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 164.2 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of December 31, 2021 and December 31, 2020, respectively) | $ 13.5 | |
OAK Street Health Inc and Affiliates [Member] | ||
Current assets: | ||
Cash | 104.7 | 409.3 |
Restricted cash | 15.7 | 10.4 |
Other receivables, net (Humana comprised $0.2 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 3.1 | 7.6 |
Capitated accounts receivable (Humana comprised $105.0 and $65.7 as of December 31, 2021 and December 31, 2020, respectively) | 559.4 | 248.9 |
Marketable debt securities | 671.1 | |
Prepaid expenses | 7.9 | 6.8 |
Other current assets | 6.1 | 4.2 |
Total current assets | 1,368 | 687.2 |
Long-term assets: | ||
Property and equipment, net | 144.8 | 78.8 |
Security deposits | 1.9 | 1.3 |
Operating lease right-of-use assets (Humana comprised $70.9 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 157.7 | |
Goodwill | 152.9 | 9.6 |
Intangible assets, net | 10.8 | 3 |
Other long-term assets | 5 | 1.1 |
Total assets | 1,841.1 | 781 |
Current liabilities: | ||
Accounts payable | 22.1 | 8.8 |
Accrued compensation and benefits | 41.7 | 32 |
Liability for unpaid claims (Humana comprised $99.1 and $78.5 as of December 31, 2021 and December 31, 2020, respectively) | 556.3 | 262.1 |
Other liabilities (Humana comprised $19.3 and $4.6 as of December 31, 2021 and December 31, 2020, respectively) | 44 | 12.6 |
Total current liabilities | 664.1 | 315.5 |
Long-term liabilities: | ||
Long-term operating lease liabilities (Humana comprised $66.0 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 164.2 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of December 31, 2021 and December 31, 2020, respectively) | 13.5 | |
Other long-term liabilities (Humana comprised $43.1 and $20.1 as of December 31, 2021 and December 31, 2020, respectively) | 55.4 | 28.8 |
Long-term debt | 901.4 | |
Total liabilities | 1,785.1 | 357.8 |
Commitments and contingencies (See Note 9) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001; 50,000,000 shares authorized as of December 31, 2021 and December 31, 2020; no shares issued and outstanding as of December 31, 2021 and December 31, 2020 | ||
Common stock, par value $0.001; 500,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 240,937,465 and 240,756,714 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 0.2 | 0.2 |
Additional paid-in capital (Humana comprised $50.0 and $50.0 as of December 31, 2021 and December 31, 2020, respectively) | 1,017.9 | 971.8 |
Accumulated other comprehensive loss | (1.4) | |
Accumulated deficit | (965.3) | (555.8) |
Total stockholders' equity allocated to Oak Street Health, Inc. | 51.4 | 416.2 |
Non-controlling interests | 4.6 | 7 |
Total stockholders' equity | 56 | 423.2 |
Total liabilities and stockholders' equity | $ 1,841.1 | $ 781 |
Consolidated Balance sheets (Pa
Consolidated Balance sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease right-of-use assets (Humana comprised $70.9 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 0 | |
Long-term operating lease liabilities (Humana comprised $66.0 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 164.2 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of December 31, 2021 and December 31, 2020, respectively) | $ 13.5 | |
Common stock, par value | $ 0.001 | |
OAK Street Health Inc and Affiliates [Member] | ||
Other receivables, net (Humana comprised $0.2 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 3.1 | 7.6 |
Capitated accounts receivable (Humana comprised $105.0 and $65.7 as of December 31, 2021 and December 31, 2020, respectively) | 559.4 | 248.9 |
Operating lease right-of-use assets (Humana comprised $70.9 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 157.7 | |
Liability for unpaid claims (Humana comprised $99.1 and $78.5 as of December 31, 2021 and December 31, 2020, respectively) | 556.3 | 262.1 |
Other liabilities (Humana comprised $19.3 and $4.6 as of December 31, 2021 and December 31, 2020, respectively) | 44 | 12.6 |
Long-term operating lease liabilities (Humana comprised $66.0 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 164.2 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of December 31, 2021 and December 31, 2020, respectively) | 13.5 | |
Other long-term liabilities (Humana comprised $43.1 and $20.1 as of December 31, 2021 and December 31, 2020, respectively) | $ 55.4 | $ 28.8 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock authorized | 50,000,000 | 50,000,000 |
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 | 500,000,000 |
Common stock, shares issued | 240,937,465 | 240,756,714 |
Common stock, shares outstanding | 240,937,465 | 240,756,714 |
Additional paid-in capital (Humana comprised $50.0 and $50.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 1,017.9 | $ 971.8 |
OAK Street Health Inc and Affiliates [Member] | Humana [Member] | ||
Other receivables, net (Humana comprised $0.2 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 0.2 | 0 |
Capitated accounts receivable (Humana comprised $105.0 and $65.7 as of December 31, 2021 and December 31, 2020, respectively) | 105 | 65.7 |
Operating lease right-of-use assets (Humana comprised $70.9 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 70.9 | 0 |
Liability for unpaid claims (Humana comprised $99.1 and $78.5 as of December 31, 2021 and December 31, 2020, respectively) | 99.1 | 78.5 |
Other liabilities (Humana comprised $19.3 and $4.6 as of December 31, 2021 and December 31, 2020, respectively) | 19.3 | 4.6 |
Long-term operating lease liabilities (Humana comprised $66.0 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | 66 | 0 |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of December 31, 2021 and December 31, 2020, respectively) | 0 | 0.8 |
Other long-term liabilities (Humana comprised $43.1 and $20.1 as of December 31, 2021 and December 31, 2020, respectively) | 43.1 | 20.1 |
Additional paid-in capital (Humana comprised $50.0 and $50.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 50 | $ 50 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Other (expense)/income: | ||||
Provision for income taxes | $ (1.9) | |||
Net loss | (414.6) | $ (192.1) | $ (109.5) | |
OAK Street Health Inc and Affiliates [Member] | ||||
Total revenues | 1,432.6 | 882.8 | 556.6 | |
Operating expenses: | ||||
Medical claims expense (Humana comprised $380.5, $254.9 and $211.6 for the year ended December 31, 2021, 2020 and 2019, respectively) | 1,109 | 617.8 | 386 | |
Cost of care, excluding depreciation and amortization (Humana comprised $10.5, $5.6 and $3.6 for the year ended December 31, 2021, 2020 and 2019, respectively) | 293.7 | 187.5 | 140.9 | |
Sales and marketing | 119.4 | 64.2 | 46.2 | |
Corporate, general and administrative expenses | 306.7 | 185.6 | 79.6 | |
Depreciation and amortization | 17.8 | 11.2 | 7.8 | |
Total operating expenses | 1,846.6 | 1,066.3 | 660.5 | |
Loss from operations | (414) | (183.5) | (103.9) | |
Other (expense)/income: | ||||
Interest expense, net | (2.5) | (8.7) | (5.7) | |
Other | 0.1 | 0.1 | ||
Total other (expense) | (2.5) | (8.6) | (5.6) | |
Income before income taxes and non-controlling interests | (416.5) | (192.1) | (109.5) | |
Provision for income taxes | (1.9) | |||
Net loss | (414.6) | (192.1) | (109.5) | |
Net loss attributable to non-controlling interests | 5.2 | 4.1 | 1.6 | |
Net loss attributable to Oak Street Health, Inc. | (409.4) | (188) | (107.9) | |
Undeclared and deemed dividends | 27.2 | 29.4 | ||
Net loss attributable to common stock/unitholders | $ (409.4) | $ (215.2) | (137.3) | |
Weighted average common stock outstanding - basic and diluted | [1] | 222,553,237 | 218,825,324 | |
Net loss per share – basic and diluted | $ (1.84) | $ (0.55) | ||
OAK Street Health Inc and Affiliates [Member] | Capitated Revenue [Member] | ||||
Total revenues | $ 1,397 | $ 851.3 | 539.9 | |
OAK Street Health Inc and Affiliates [Member] | Other Revenue [Member] | ||||
Total revenues | $ 35.6 | $ 31.5 | $ 16.7 | |
[1] | Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO that was completed on August 10, 2020. |
Consolidated Statements of Op_2
Consolidated Statements of Operations - (Parenthetical) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | $ 248.7 | $ 217.9 | $ 214.4 | $ 201.8 | $ 1,432.6 | $ 882.8 | $ 556.6 |
Medical Claims Expenses [Member] | |||||||||||
Cost of providing patient care in relation to revenue waived | 318.1 | 309.8 | 281.4 | 199.7 | 175.5 | 154.6 | 155.5 | 132.2 | |||
Medical Claims Expenses [Member] | Humana [Member] | |||||||||||
Cost of providing patient care in relation to revenue waived | 380.5 | 254.9 | 211.6 | ||||||||
Cost of Care [Member] | |||||||||||
Cost of providing patient care in relation to revenue waived | 90.1 | 76.3 | 67 | 60.3 | 61 | 43.2 | 39.5 | 43.8 | |||
Cost of Care [Member] | Humana [Member] | |||||||||||
Cost of providing patient care in relation to revenue waived | 10.5 | 5.6 | 3.6 | ||||||||
Capitated Revenue [Member] | |||||||||||
Total revenues | 382.4 | 376.7 | 346.7 | 291.2 | 234.9 | 211.8 | 208 | 196.6 | 1,397 | 851.3 | 539.9 |
Capitated Revenue [Member] | Humana [Member] | |||||||||||
Total revenues | 506.7 | 385.7 | 307.9 | ||||||||
Other Revenue [Member] | |||||||||||
Total revenues | $ 11.7 | $ 12 | $ 6.4 | $ 5.5 | $ 13.8 | $ 6.1 | $ 6.4 | $ 5.2 | 35.6 | 31.5 | 16.7 |
Other Revenue [Member] | Humana [Member] | |||||||||||
Total revenues | $ 6.5 | $ 3.6 | $ 3 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (414.6) | $ (192.1) | $ (109.5) |
Other comprehensive loss: | |||
Net unrealized gain (loss) on marketable debt securities, net of tax | (1.4) | ||
Comprehensive loss | (416) | (192.1) | (109.5) |
Less: Comprehensive loss attributable to non-controlling interests | 5.2 | 4.1 | 1.6 |
Comprehensive loss attributable to Oak Street Health, Inc. | $ (410.8) | $ (188) | $ (107.9) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Investor Units and Stockholders' Equity/Members' (Deficit) - USD ($) $ in Millions | 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]Accumulated Other Comprehensive Income (Loss) [Member] | OAK Street Health Inc and Affiliates [Member]Non-controlling Interest [Member] |
Redeemable Investor, Beginning balance at Dec. 31, 2018 | $ 319.1 | ||||||||
Beginning balance at Dec. 31, 2018 | $ (241.6) | $ 0.5 | $ (246.5) | $ 4.4 | |||||
Beginning balance (In Shares) at Dec. 31, 2018 | 10,975,101 | 2,074,216 | |||||||
Issuance of Series I, II and III Investor Units | $ 1.5 | ||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 25,518 | ||||||||
Issuance of Common Units | 496,763 | ||||||||
Repurchases – Profits Interests | (11,292) | ||||||||
Forfeitures – Profits Interests | (0.2) | $ (0.2) | |||||||
Forfeitures – Profits Interests (In Shares) | (28,823) | ||||||||
Stock and Unit-Based Compensation | 3.9 | $ 3.9 | |||||||
Payments from Non-controlling Interest | 2.6 | 2.6 | |||||||
Net loss | $ (109.5) | (109.5) | (107.9) | (1.6) | |||||
Redeemable Investor, Ending balance at Dec. 31, 2019 | $ 320.6 | ||||||||
Ending balance at Dec. 31, 2019 | (344.8) | $ 4.2 | (354.4) | 5.4 | |||||
Ending balance (In Shares) at Dec. 31, 2019 | 11,000,619 | 2,530,864 | |||||||
Issuance of Series I, II and III Investor Units | $ 224.4 | ||||||||
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 | $ (545) | $ 0.2 | $ 544.8 | |||||
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) | $ 0 | 7 | ||||||
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 | $ 351.2 | $ 0 | 351.2 | ||||||
Issuance of common stock upon closing of initial public offering net (in shares) | 17,968,750 | ||||||||
Issuance of Common Units | 1,471,623 | 1,095,067 | |||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units | $ (19.4) | $ (5.9) | (13.5) | ||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units (In Shares) | (131,151) | ||||||||
Exercise of Options | $ 0.1 | 0.1 | |||||||
Exercise of Options (In Shares) | 6,607 | 6,607 | |||||||
Shares withheld related to net settlement of stock based awards | (1,628) | ||||||||
Repurchases – Profits Interests | (5,856) | ||||||||
Forfeitures – Profits Interests | $ (0.3) | $ (0.2) | (0.1) | ||||||
Forfeitures – Profits Interests (In Shares) | (42,190) | (32,290) | (115,799) | ||||||
Stock and Unit-Based Compensation | $ 77.7 | $ 8.9 | 68.8 | ||||||
Payments from Non-controlling Interest | 5.9 | 5.9 | |||||||
Payments to Non-controlling Interest | (0.1) | (0.1) | |||||||
Net loss | $ (192.1) | (192.1) | (188) | (4.1) | |||||
Ending balance at Dec. 31, 2020 | 423.2 | $ 0.2 | 971.8 | (555.9) | 7.1 | ||||
Ending balance (In Shares) at Dec. 31, 2020 | 240,756,714 | ||||||||
Purchase of capped calls | (123.6) | (123.6) | |||||||
Issuance of common stock upon vesting of restricted stock units, (in shares) | 65,432 | ||||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | 38,111,001 | ||||||||
Exercise of Options | $ 5.3 | $ 0 | 5.3 | ||||||
Exercise of Options (In Shares) | 259,579 | 259,579 | |||||||
Shares withheld related to net settlement of stock based awards | (3,331) | ||||||||
Issuance of common stock under the employee purchase plan | $ 3 | 3 | |||||||
Issuance of common stock under the employee purchase plan (In Shares) | 62,575 | ||||||||
Forfeitures – Profits Interests | $ (1.3) | (1.3) | |||||||
Forfeitures – Profits Interests (In Shares) | (106,483) | (203,504) | |||||||
Stock and Unit-Based Compensation | $ 162.7 | 162.7 | |||||||
Payments from Non-controlling Interest | 4.2 | 4.2 | |||||||
Payments to Non-controlling Interest | (1.5) | (1.5) | |||||||
Net unrealized loss on marketable debt securities | (1.4) | $ (1.4) | |||||||
Net loss | $ (414.6) | (414.6) | (409.4) | (5.2) | |||||
Redeemable Investor, Ending balance at Dec. 31, 2021 | $ 545 | ||||||||
Ending balance at Dec. 31, 2021 | $ 56 | $ 0.2 | $ 1,017.9 | $ (965.3) | $ (1.4) | $ 4.6 | |||
Ending balance (In Shares) at Dec. 31, 2021 | 240,937,465 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (414.6) | $ (192.1) | $ (109.5) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Income tax benefit | (1.9) | ||
Amortization of discount on debt and related issuance costs | 3.5 | 4.4 | 1.4 |
Accretion of discounts and amortization of premiums on short-term marketable securities, net | 4.6 | ||
Depreciation and amortization | 17.8 | 11.2 | 7.8 |
Non-cash operating lease costs | 15.5 | ||
Stock and unit-based compensation, net of forfeitures | 161.4 | 77.4 | 3.7 |
Change in fair value of bifurcated derivative | 0.2 | (0.7) | |
Change in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (304.7) | (88.3) | (86.4) |
Other assets | (3) | (1.6) | (4.1) |
Accounts payable | 5.7 | (3.3) | 3.8 |
Accrued compensation and benefits | 9.7 | 3.4 | 15.4 |
Liability for unpaid claims | 294.2 | 91.5 | 102.5 |
Operating lease liabilities | (12.2) | ||
Other current liabilities | 7.4 | 1.6 | 4.6 |
Other long-term liabilities | 19.4 | 17.8 | 0.3 |
Other | 0.6 | 5.7 | |
Net cash used in operating activities | (197.2) | (77.2) | (55.5) |
Cash flows from investing activities: | |||
Proceeds from sales and maturities of marketable debt securities | 193.6 | ||
Purchases of marketable debt securities | (870.7) | ||
Purchase of promissory note | (0.8) | ||
Investment in business | (5) | ||
Purchase of business, net of cash acquired | (124) | (0.2) | |
Purchases of property and equipment | (81.3) | (20.9) | (27.7) |
Net cash used in investing activities | (887.4) | (21.7) | (27.9) |
Cash flows from financing activities: | |||
Proceeds from initial public offering | 377.3 | ||
Payments of underwriting fees, net of discounts and offering costs | (26.1) | ||
Principal payments on long-term debt | (80) | ||
End of term charge and prepayments for debt paydown | (5.8) | ||
Proceeds from borrowings on convertible senior notes, net | 897.9 | 49.5 | |
Purchase of capped calls | (123.6) | ||
Proceeds from issuance of redeemable investor units | 224.4 | 1.5 | |
Capital contributions from non-controlling interests | 4.2 | 5.9 | 2.6 |
Capital distributions to non-controlling interests | (1.5) | (0.1) | |
Tender Offer - common units | (19.4) | ||
Proceeds from exercise of options | 5.3 | 0.1 | |
Proceeds from issuance of common stock under the employee purchase plan | 3 | ||
Net cash provided by financing activities | 785.3 | 476.3 | 53.6 |
Net change in cash, cash equivalents and restricted cash | (299.3) | 377.4 | (29.8) |
Cash, cash equivalents and restricted cash, beginning of period | 419.7 | 42.3 | 72.1 |
Cash, cash equivalents and restricted cash, end of period | 120.4 | 419.7 | 42.3 |
Supplemental disclosures | |||
Cash paid for interest | 5.5 | 5 | |
Additions to construction in process funded through accounts payable | 1.6 | $ 1.3 | $ 1.6 |
Contingent consideration in connection with purchases of business | $ 21.8 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
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 with its subsidiaries is 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, 2021, the Company operated 129 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 $351.2 million, after deducting underwriting discounts and commissions of $22.6 million and deferred offering costs of $3.5 million. 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 $545.0 million of redeemable investor units and $7.0 million of members’ capital to additional paid in capital and $0.2 million to common stock on our consolidated balance sheet (see Notes 11 & 12). COVID-19 The COVID-19 pandemic has had a material impact on our results of operations, cash flows and financial position for the years ended December 31, 2021 and 2020. During 2020, we chose to defer center openings and limit patient outreach and marketing initiatives, which resulted in slower growth than we would have otherwise expected. While we resumed such activities in 2021, the slower growth in 2020 impacted our 2021 results. Additionally, we continue to see the impacts of deferred primary care on our patients, including undocumented risk profile changes and worsening chronic conditions, which has had a significant impact on our ability to manage health care costs and recognize revenue related to acuity under our capitated revenue arrangements. 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. D uring the year s ended December 31, 202 1 and 2020 , the Company received $ 2.8 million and $ 8.4 million , respectively, related to these grants and recognized $ 3.6 million and $ 7.6 million, respectively, as income to offset COVID-19 pandemic related expenses incurred and lost revenues . For the year ended December 31, 2021, $ 3.6 million was recognized as an offset to the costs incurred in the cost of care, excluding depreciation and amortization line. For the year ended December 31, 202 0 , $ 5.4 million was recognized as an offset to the cost of care, excluding depreciation and amortization and $ 2.2 million was recognized in other income to offset lost other revenue s . There were no unreco gnized grants on the balance sheet as of December 31, 2021. • 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. During 2020, the Company received $1.5 million in CMS advance payments, which will be paid back against future fee-for-service claims. During the year ended December 31, 2021, the Company paid back $0.5 million and recorded an offset to other receivables. As of December 31, 2021 and 2020, respectively, there was $1.0 million and $1.5 million remaining in other current liabilities. • 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, 2021. One-half of such deferral amount became due on December 31, 2021 and the remainder will become due on December 31, 2022. We paid the balance due on December 31, 2021 of $4.0 million, which was classified in accrued compensation and benefits as of December 31, 2020. The remaining $3.0 million is classified in accrued compensation and benefits as of December 31, 2021 and was classified in other long-term liabilities as of December 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). 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. Business combinations accounted for as purchases have been included from their respective dates of acquisition. 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 variable interest entity (“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. Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a 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 15). In addition to the consolidated VIEs, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC (50.1% ownership), OSH-RI, LLC (50.1% ownership), and OSH-ESC Joint Venture, LLC (51.0% ownership) which are consolidated in the Company’s financial statements. The following table illustrates the contributions and distributions made to and from the joint venture and Oak Street Health MSO, LLC for the periods then ended ($ in millions): For the twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 OSH-PCJ Joliet, LLC Contributions $ - $ - $ - Distributions 1.5 0.1 - OSH-RI, LLC Contributions 4.1 5.9 - Distributions - - - OSH-ESC Joint Venture, LLC Contributions 0.1 - 2.6 Distributions - - - 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, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business combinations and the valuation of stock options. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of currency on hand with banks and financial institutions and investments in money market funds. 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. Marketable Debt Securities The Company’s investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale investments as current assets under the caption marketable debt securities on the consolidated balance sheets as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements and fund current operations. Realized gains and losses and declines in value related to credit losses are included as a component of other (expense) income, net in the consolidated statements of operations. The Company periodically evaluates its investments in marketable debt securities for impairment. When assessing short-term marketable security investments for declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, the Company’s ability and intent to retain the short-term marketable security investment for a period of time sufficient to allow for any anticipated recovery in fair value, market conditions in general and whether the decline in value is due to a credit loss. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be for non-credit related factors, the Company reduces the marketable debt securities through a charge to the consolidated statement of operations. If a decline in value is determined to be related to a credit loss, we record an allowance not greater than the difference between the carrying amount and fair value of the investment. No such adjustments were necessary during the periods presented. 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, 2021 and 20 20 , the Company had customers that individually represented 10% or more of the Company’s capitated accounts receivable and other receivable s . The capitated accounts receivables by payor source consisted of the following as of: For the twelve-months ended December 31, 2021 December 31, 2020 Aetna 10 % 12 % Anthem 8 % 10 % Humana 19 % 26 % Medicare 17 % 0 % Wellcare/Meridian 19 % 21 % United Healthcare 12 % 14 % Other 15 % 17 % The other receivables by payor source consisted of the following as of: For the twelve-months ended December 31, 2021 December 31, 2020 Medicare 37 % 52 % Humana 13 % 8 % Other 50 % 40 % 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 Impairment of Long-Lived Assets The Company reviews its long-lived assets for possible impairment in accordance with ASC 360, Property, Plant, and Equipment Investments in Securities The Company’s investments primarily include equity securities that are being accounted for by the equity method of accounting under which the Company’s share of net income or loss is recognized as income or loss in the Company’s statements of operations and added or deducted to the investment account. Distributions or dividends received from the investments are treated as a reduction of the investment account. The Company consistently follows the practice of recognizing the net income (loss) from equity method investments based on the most recent reliable data. The carrying value of the Company’s investments in was $5.0 million and $0.0 million as of December 31, 2021 and 2020, respectively, which is recorded in other long-term assets on the consolidated balance sheets. The Company did not identify any observable price changes for the years ended December 31, 2021, 2020 and 2019. Convertible Debt The Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative. In accounting for the issuance of the 0% Convertible Senior Notes due 2026 issued in March 2021 (the “Convertible Senior Notes”), the Company recorded a long-term debt liability equal to the proceeds received from issuance, including the embedded conversion feature, net of the debt issuance and offering costs on the Company’s consolidated balance sheets. The conversion feature is not required to be accounted for separately as an embedded derivative. The Company amortizes debt issuance and offering costs over the term of the Convertible Senior Notes as interest expense utilizing the effective interest method on the Company’s consolidated statements of operations. Capped Call Transactions In connection with the issuance of the Convertible Senior Notes, the Company entered into capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the Convertible Senior Notes. The capped call transactions are purchased call options on the issuer’s stock that settle by reference to the Company’s stock with no forced cash payment. The terms of the capped call transactions allow the purchased call options to be classified as an equity instrument and will not be subsequently remeasured as long as the conditions for equity classification continue to be met. The Company recorded the cash used to purchase the capped call transactions as a reduction to additional paid-in capital within the Company’s consolidated statements of changes in redeemable investor units and stockholders’ equity/members’ (deficit). Leases The Company leases offices, operating facilities, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets , The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component for all leases. 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 marketable debt securities, contingent consideration, and convertible debt (see Note 7). 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 was 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 did 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. We account for income taxes under the liability method; under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. 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 material 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 (“ASC 280”), that the Company operates under one operating segment, and therefore one reportable segment – Oak Street Health, Inc. 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. Our CODM has been identified as, collectively, the Chief Executive Officer, President, Chief Financial Officer and Chief Operating Officer. 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 based on consolidated revenues, net income and adjusted EBITDA. 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. As such, we have identified a single operating segment and reportable segment. Business Combinations, Goodwill and Other Intangible Assets 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 represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions The Company performs a qualitative goodwill impairment analysis annually on October 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. Identified intangibles are recorded at their acquisition date fair value and are amortized on a straight-line basis over their useful lives. 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, 2021, 2020 and 2019. 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. See Note 5, Business Combinations, Goodwill and Other Intangibles, for additional information. Medical Claims Expense 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 (see Note 3 for further detail), 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. 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. 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. 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 $4.6 million, $3.6 million and $2.5 million, and total reimbursements were $4.7 million, $3.1 million and $1.0 million for the years ended December 31, 2021, 2020 and 2019, 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, 2021 and 2020, the Company’s provider excess insurance deductible was $0.3 million per member and covered up to a maximum of $5.0 million per member per calendar year. Cost of Care, Excluding Depreciation and Amortization Cost of care, excluding depreciation and amortization includes the costs we incur to operate our centers and care model, including care team and patient support employee-related costs, occupancy costs, patient transportation, medical supplies, insurance, fees paid to specialists 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 and acquisitions. Total one-time costs expensed were $5.9 million, $1.1 million and $3.7 million for the years ended December 31, 2021, 2020 and 2019 Advertising Expenses Advertising and promotion costs are expensed as incurred and were $54.4 million, $29.3 million and $16.8 million, for the years ended December 31, 2021, 2020 and 2019, 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 $7.1 million, $4.7 million, and $3.1 million in salaries and employee benefits in the accompanying consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan. Professional Liability The physicians employed by the Physician Groups (or PC entities) 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 $1.0 million each claim and $3.0 million in aggregate. Additional insureds on the policy include the PC entities, 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 Income (Loss) Per Share 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 year ended December 31, 2019. 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, the diluted net income (loss) per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, restricted stock awards and contingently issuable shares under our Convertible Senior Notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. Emerging Growth Company Status Based on the aggregate worldwide market value of our shares of common stock held by our non-affiliate stockholders as of December 31, 2021, we have become a “large-accelerated filer” and have lost emerging growth status for the year ended December 31, 2021. We are no longer exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and our independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments As a result of this standard, the Company evaluates available-for-sale debt securities under the expected credit loss model. For debt securities with an amortized cost basis in excess of estimated fair value, we determine what amount of that deficit, if any, is caused by expected credit losses. The portion of the deficit attributable to expected credit losses is recognized in other (income) expense, net on our consolidated statements of income. During the twelve months ended December 31, 2021, we did not record any expected credit losses on our available-for-sale debt securities. We adopted the new standard using the modified retrospective approach, which involves recognizing the cumulative effect of initial adoption of Topic 326 as an adjustment to our opening retained earnings as of January 1, 2021. As a result, we did not adjust comparative period financial information for periods before the effective date. No incremental allowance for credit losses has been recognized during the year ended December 31, 2021 as a result of the adoption. The adoption of this standard did not have a material impact on our financial condition, results of operations or disclosures. In 2016, the FASB issued guidance on leases, Accounting Standards Updates 2016-02, Leases quantitative and qualitative disclosures for leasing arrangements and gives rise to other changes impacting certain aspects of lessee and lessor accounting. The two permitted transition methods under the guidance are the modified retrospective transition approach, which requires application of the guidance for all comparative periods, and the cumulative effect adjustment approach, which requires prospective application from the adoption date. The Company adopted ASC 842 effective January 1, 2021 under t |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Revenue Recognition [Line Items] | |
Revenue Recognition | NOTE 3. REVENUE RECOGNITION The Company earns revenue from our capitated arrangements, care coordination and management arrangements, subscription license arrangements, fee for services and other arrangements. We disaggregate revenue from contracts with customers by service type within our consolidated statements of operations. 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 or the Centers for Medicare and Medicaid Services (“CMS”). 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, providing and controlling the managed healthcare services provided to the 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 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 over time 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 and CMS. Under our managed care contracts, 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. Under our contract with CMS, the PPPM rates are determined as a percentage of the premium, also adjusted for the cost of care in a local market and the average utilization of services, for our at-risk members. CMS 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. Our capitated accounts receivable includes $54.0 million and $12.3 million as of December 31, 2021 and December 31, 2020, 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, 2021, 2020, and 2019. 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%, 2% and 3% of capitated revenues for the years ended December 31, 2021, 2020 and 2019, respectively. Medicare Part D comprised 2%, 3% and 5% of medical claims expense for the years ended December 31, 2021, 2020 and 2019, respectively. The Company had agreements in place with the payors listed below, and payor sources of capitated revenue for each period were as follows: For the twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 Humana 36 % 45 % 57 % Wellcare/Meridian 17 % 15 % 14 % Cigna-HealthSpring 9 % 11 % 9 % Other 38 % 29 % 20 % Other Revenue and Accounts Receivable Other revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination service and care management services, fee-for-service revenue, license subscriptions and fees, implementation services and CARES Act grant income. The composition of other revenue for each period was as follows: For the twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 Care coordination and care management services $ 24.7 $ 24.3 $ 10.5 License subscription and other fees 1.9 - - CARES Act grant income - 2.2 - Fee for service 9.0 5.0 6.2 Total other revenue $ 35.6 $ 31.5 $ 16.7 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 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, 2021 and 2020, the Company’s contract liabilities related to these payments totaled $33.9 million and $16.7 million, 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. Also included in the year s ended December 31, 2021 and 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. T he Company received $ 4.9 million and $ 2.1 million from CMS related to the Shared Savings Program for the year ended December 31, 202 1 and December 31, 2020, respectively . The Company acquired RubiconMD Holdings, Inc. (“RMD”) on October 20, 2021 (see Note 5). RMD is a healthcare technology firm specializing in an online eConsult platform which enables primary care providers to easily access same-day insights from top specialists in order to provide better care for the patients. RMD generates revenue through subscription licenses to access the eConsult platform, as well as providing integration, training and other ad-hoc services. We have identified the performance obligation to be standing ready to provide access to the eConsult platform. Subscription license revenue is recognized when the performance obligation is met over time by either the straight-line method or when services are performed over the terms of the applicable contract. RMD also provides services to assist customers with initial usage and training of the platform. These services are typically provided for a fixed fee and do not have a variable component. We identified the performance obligation is to provide the other professional services, which is typically achieved at a point in time. The Company received $2.8 million and $8.4 million from the HHS to offset the impacts of COVID-19 pandemic related expenses and lost revenues through the Public Health and Social Services Emergency Fund during the years ended December 31, 2021 and 2020, respectively (see Note 1). The Company recognized none and $2.2 million in other income to offset lost other revenues during the years ended December 31, 2021 and 2020, respectively. 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 twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 Medicare 35 % 47 % 51 % Humana 13 % 8 % 10 % Other 52 % 45 % 39 % Other receivables include amounts due to us from Medicare and Medicare Advantage plans for fee-for-service patients. The Company reports these 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 $2.2 million, $2.6 million, and $5.4 million for the years ended December 31, 2021, 2020 and 2019, 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 $4.9 million, $7.7 million, and $9.1 million for the year ended December 31, 2021, 2020, and 2019, 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, 2021 | |
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, 2021 December 31, 2020 Leasehold improvements $ 88.1 $ 63.6 Furniture and fixtures 5.7 4.9 Computer equipment 49.3 17.8 Internal use software 14.9 6.1 Office equipment 12.7 9.7 Construction in process 18.6 4.2 Total, at cost 189.3 106.3 Less accumulated depreciation (44.5 ) (27.5 ) Property and equipment, net $ 144.8 $ 78.8 The Company recorded depreciation expense of $17.0 |
Business Combinations, Goodwill
Business Combinations, Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations Goodwill And Other Intangible Assets [Abstract] | |
Business Combinations, Goodwill and Other Intangible Assets | NOTE 5. BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisition of RubiconMD Holdings, Inc. (“Rubicon” or “RMD”) On October 20, 2021, we completed the acquisition of Rubicon, a leading technology platform providing access to specialist expertise. The deal enables Oak Street Health to integrate virtual specialty care into our existing care model, which we expect to significantly streamline the referral process and better manage costs, enhance patient experience and provide comprehensive care far beyond traditional primary care. Consideration for the RMD acquisition consisted of (i) $134.9 million in cash and (ii) $21.7 million in contingent consideration that the Company may be obligated to pay during the fiscal year 2022 or 2023 should the acquired company achieve certain internal volumes in the year following the acquisition. The following table presents the allocation of acquisition consideration to the tangible and intangibles assets acquired and liabilities assumed of RMD based on their estimated fair values. The excess purchase price over the estimated fair value of net assets acquired was recorded to goodwill. The goodwill relating to this acquisition is primarily attributable to s ynergies related to medical costs and assembled workforce . The $ 141.6 million of goodwill is non-deductible for tax purposes. While we believe these estimates provide a reasonable basis to record the net assets acquired, the purchase price allocation is considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. Description (in millions) October 20, 2021 Total consideration $ 156.6 Cash $ 12.7 Other assets 1.8 Identified intangible assets 8.6 Liabilities assumed 8.1 Net assets $ 15.0 Goodwill $ 141.6 The following is a summary of the preliminary estimate of the finite-lived intangible assets acquired, including useful lives, in connection with the RMD acquisition. Description (in millions) Amount Useful life Trademark $ 0.6 9 years eConsult platform 6.5 6 years Provider network 0.3 5 years Customer relationship 1.2 10 years Total $ 8.6 N/A From the date of acquisition through December 31, 2021, we have recognized $1.9 million of other revenue and $(2.5) million of net losses related to RMD in our consolidated statement of operations. The Company additionally acquired two medical practices during the year ended December 31, 2021 for total consideration of $2.9 millions. Goodwill The following table details the annual movements in goodwill. (in millions) Balance as of December 31, 2019 $ 9.4 Acquisitions and acquisition adjustments 0.2 Balance as of December 31, 2020 $ 9.6 Acquisitions and acquisition adjustments 143.3 Balance as of December 31, 2021 $ 152.9 The following table details the annual movements in the gross carrying amount and accumulated amortization of our identifiable intangibles. (in millions) Balance as of December 31, 2019 $ 3.9 Acquisitions and acquisition adjustments - Balance as of December 31, 2020 $ 3.9 Acquisitions and acquisition adjustments 8.6 Balance as of December 31, 2021 $ 12.5 (in millions) Balance as of December 31, 2019 $ 0.5 Amortization expense, net 0.4 Balance as of December 31, 2020 $ 0.9 Amortization expense, net 0.8 Balance as of December 31, 2021 $ 1.7 Intangible assets with a finite useful life continue to be amortized over their useful lives. The Company recorded amortization expense of $0.8 million, $0.4 million and $0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. The remaining weighted average amortization period of finite-lived identifiable intangible assets is 6.5 years. The remaining estimated future amortization expense by year, as of December 31, 2021, is presented in the following table: (in millions) 2022 $ 1.7 2023 1.7 2024 1.7 2025 1.7 2026 1.7 Thereafter 2.3 Estimated aggregate future intangible asset amortization $ 10.8 |
Liability For Unpaid Claims
Liability For Unpaid Claims | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Liability For Claims And Claims Adjustment Expense [Line Items] | |
Disclosure Of Liability For Unpaid Claims | NOTE 6. LIABILITY FOR UNPAID CLAIMS The Company’s liabilities for unpaid claims were as follows ($ in millions): December 31, 2021 December 31, 2020 Balance, beginning of period $ 262.1 $ 170.6 Incurred health care costs: Current year 1,098.9 604.9 Prior years 8.6 11.0 Total claims incurred $ 1,107.5 $ 615.9 Claims paid: Current year (552.5 ) (356.5 ) Prior years (263.4 ) (167.5 ) Total claims paid $ (815.9 ) $ (524.0 ) Adjustments to other claims-related liabilities 2.6 (0.4 ) Balance, end of period $ 556.3 $ 262.1 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, 2021, 2020 and 2019. The following tables provide information about incurred and paid claims development as of December 31, 2021, and 2020 ($ in millions): Incurred Claims For the Periods Ending Claims Incurred Year December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 2018 $ 226.7 226.9 226.0 226.0 2019 383.2 394.9 394.6 2020 604.9 613.7 2021 1,098.9 Total $ 2,333.2 Cumulative Paid Claims For the Periods Ending Claims Incurred Year December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 2018 $ 162.9 219.4 226.0 226.0 2019 226.6 383.2 394.6 2020 356.5 608.5 2021 552.5 Total $ 1,781.6 Other claims-related liabilities 4.7 Liability for unpaid claims $ 556.3 In accordance with its policy, the Company reviews its estimated liability for unpaid claims on an ongoing basis. During the years ended December 31, 2021 and 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 years ended December 31, 2021 and 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 $11.0 million and additional medical claims expense related to the year ended December 31, 2020 recorded in 2021 of $6.7 million. These prior period amounts are inclusive of prior period incurred claims and provider excess reimbursements. |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Fair Value Of Financial Instruments [Line Items] | |
Fair Value Measurements and Investments | Note 7. Fair Value MEasurements and Investments Fair Value Measurements In determining the fair value of financial assets and liabilities, the Company utilizes market data or other assumptions that it believes market participants would use in pricing the asset or liability in the principal or most advantageous market and adjusts for non-performance and/or other risks associated with the Company as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date: Level 1 – Valuations based on unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date. Level 2 – Valuations with inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Valuations with unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of December 31, 2021 using: Level 1 Level 2 Level 3 Total Marketable debt securities: Commercial paper $ 120.8 $ - $ - $ 120.8 U.S. Treasury obligations - 26.0 - 26.0 Corporate bonds - 412.3 - 412.3 Asset-backed securities - 99.2 - 99.2 Other - 12.8 - 12.8 Total financial assets $ 120.8 $ 550.3 $ - $ 671.1 Liabilities: Convertible senior notes $ - $ 752.7 $ - $ 752.7 Contingent consideration - - 21.8 21.8 Total liabilities $ - $ 752.7 $ 21.8 $ 774.5 The Company measures the fair value of its corporate bonds, U.S. treasury obligations and asset-backed securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. There were no investments as of December 31, 2020. The Company's Convertible Senior Notes are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices in an inactive market on the last day in the reporting period. The carrying value of the Convertible Senior Notes was $901.4 million as of December 31, 2021, which is net of unamortized debt issuance and offering costs. There was no debt as of December 31, 2020. As part of the acquisition of RMD, the Company may be obligated to pay contingent consideration up to a maximum earn-out of $60 million during the fiscal year 2022 or 2023 should the acquired company achieve certain internal volumes in the year following the acquisition. We record the contingent consideration at fair value by calculating the present value of the probability weighted consideration expected to be transferred. The key unobservable inputs used to determine the fair value are the probabilities of achieving the stated objectives. Contingent consideration related to the RMD acquisition is classified within Level 3 of the fair value hierarchy. During the year ended December 31, 2021, there were no transfers between Levels 1, 2 and 3. Investments At December 31, 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): December 31, 2021 Amortized cost Net unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 120.9 $ (0.1 ) $ 120.8 U.S. Treasury obligations 26.0 (0.0 ) 26.0 Corporate bonds 413.4 (1.1 ) 412.3 Asset-backed securities 99.4 (0.2 ) 99.2 Other 12.8 (0.0 ) 12.8 Total marketable debt securities $ 672.5 $ (1.4 ) $ 671.1 These investments in marketable debt securities carry maturity dates between less than one year and five years from date of purchase. The net realized gains and losses were immaterial during the twelve-months ended December 31, 2021. We do not intend to sell these investments, and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis. We did not record an allowance for credit losses as of December 31, 2021 as no losses were determined to be caused by credit losses. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Long-Term Debt | NOTE 8. LONG-TERM DEBT Convertible Senior Notes On March 16, 2021, the Company issued, at par value, $920.0 million aggregate principal amount of 0% Convertible Senior Notes in a private offering exempt from registration under the Securities Act of 1933, including amount pursuant to the option we granted to the initial purchasers to purchase additional convertible senior notes, which was exercised in full in March 2021 (collectively, the “Convertible Senior Notes”). Total proceeds received by the Company from the sale of the Convertible Senior Notes, net of debt issuance and offering costs of $ 22.1 million, were $ 897.9 million. The Company used $ 123.6 mil lion of the net proceeds to pay for the cost of the capped call transactions (see discussion on capped call transactions further below). The Convertible Senior Notes are governed by an indenture (“Indenture”), dated as of March 16, 2021, between the Company and U.S. Bank National Association, as trustee. Under the Indenture, the Convertible Senior Notes are general senior, unsecured obligations of the Company and will mature on March 15, 2026, unless earlier redeemed, repurchased or converted. The Convertible Senior Notes are equal in right of payment with the Company’s future senior, unsecured indebtedness and structurally subordinated to all indebtedness and liabilities of the Company’s subsidiaries. The Convertible Senior Notes are convertible, subject to certain conditions described below, into shares of our common stock at an initial conversion rate of 12.6328 shares per $1,000 principal amount of the Convertible Senior Notes, which represents an initial conversion price of approximately $79.16 per share, subject to adjustments upon occurrence of certain events set forth in the Indenture. The Convertible Senior Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2025, only under the following circumstances: • during any calendar quarter ending after September 30, 2021, if our closing stock price is greater than or equal to 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) of the last 30 consecutive trading days of the immediately preceding calendar quarter; • during the five business day period after any 10 consecutive trading day period in which the trading price (as defined in the Indenture) is less than 98% of the product of the closing price of our common stock and the conversion rate for the Notes on each such trading day; • if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; and • upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Senior Notes may convert all or any portion of their Convertible Senior Notes at any time, regardless of the circumstances applicable to conversions prior to December 15, 2025. We may not redeem the Convertible Senior Notes prior to March 20, 2024. On or after March 20, 2024, the Convertible Senior Notes are redeemable for cash, in whole or in part (subject to minimum redemption amounts), at our option at any time, and from time to time, if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If the Company redeems less than all the outstanding Convertible Senior Notes, at least $150 million aggregate principal amount of Convertible Senior Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for the Convertible Senior Notes. Capped Call Transactions In connection with the pricing of the Convertible Senior Notes, the Company entered into convertible note hedge transactions (the “capped call transactions”) with six initial purchasers or their respective affiliates and other financial institutions (the “option counterparties”) of $123.6 million concurrent to mitigate the impact of potential economic dilution to our common stock upon conversion of the Convertible Senior Notes and have an initial strike price of approximately $79.16 per share, which corresponds to the initial conversion price of the Convertible Senior Notes. The capped call transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of Convertible Senior Notes, with such reduction and/or offset subject to a cap initially equal to $ 138.8750 per share. The capped call transactions will expire on March 12, 2026. The capped call transactions are separate transactions and are not part of the terms of the Convertible Senior Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 11,622,176 shares of the Company’s common stock, par value $0.001. The capped call transactions are subject to either adjustment or termination upon the occurrence of specified extraordinary and disruption events affecting the Company The Convertible Senior Notes and capped call transactions consisted of the following balances reported in the consolidated balance sheet as of December 31, 2021 ($ in millions): December 31, 2021 Liability component: Principal $ 920.0 Less: debt issuance costs, net of amortization (18.6 ) Net carrying amount $ 901.4 Equity component recorded at issuance: Capped call transactions $ 123.6 The Company recognized $3.5 million related to the amortization of debt issuance and offering costs in interest expense, net on the consolidated statements of operations related to the Convertible Senior Notes for year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Commitments and Contingencies | NOTE 9. COMMITMENTS 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. On November 1, 2021, the Company received a civil investigative demand (“CID”) from the United States Department of Justice. According to the CID, the Department of Justice is investigating whether the Company may have violated the False Claims Act, 31 U.S.C. §§ 3729-3722. The CID requests certain documents and information related to the Company’s relationships with third-party marketing agents and related to the Company’s provision of free transportation to federal health care beneficiaries and requests information and documents related to such matters. We are cooperating with the Department of Justice in response to the CID. We are currently unable to predict the outcome of this investigation or whether litigation is probable. Regardless of the outcome, this inquiry has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources and other factors. On January 10, 2022, Reginald T. Allison, individually and on behalf of all others similarly situated, filed a putative class action lawsuit against the Company, Michael Pykosz, our CEO and Timothy Cook, our CFO in the United States District Court for the Northern District of Illinois (Case No. 1:22-cv-00149 violation of Sections 11 and 15 of the Securities Act of 1933, as amended. The plaintiff seeks damages, interest, costs, attorneys’ fees and other unspecified equitable relief. The case is in the very early stages , and a lead plaintiff has not yet been appointed. We are not yet required to and have not filed an answer in this case . The Company intends to vigorously defend this matter. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action Management believes that the Company is in compliance with fraud and abuse as well as other applicable government laws and regulations. Compliance with such laws and regulations, however, is subject to government review and interpretation, as well as regulatory actions unknown at this time. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Leases | NOTE 10. LEASES ASC 842 Disclosures The Company leases offices, operating facilities, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. Operating lease and variable lease costs are included in cost of care, excluding depreciation and amortization and corporate, general and administrative expenses in the consolidated statements of operations. Variable lease costs are the portion of lease payments that are not fixed over the lease term. Variable lease costs include real estate payments that are adjusted periodically for inflation or other variables as well as payments for taxes, insurance, maintenance and other expenses. Also included in variable lease costs are a portion of the license fee paid to Humana (see Note 16). We expense variable lease costs as incurred. The Company elected to combine lease and non-lease components as a single lease component and not include short-term leases, defined as leases with an initial term of twelve months or less, in its consolidated balance sheets. The Company’s short-term leases are immaterial. The components of lease expense for the Company’s operating leases were as follows for the year ended December 31, 2021 ($ in millions): For the twelve-months ended December 31, 2021 Operating lease cost $ 21.2 Variable lease cost 18.9 Total lease cost $ 40.1 The Company entered into operating leases that resulted in $65.6 million of right-of-use assets in exchange for operating lease obligations for the year ended December 31, 2021. The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: December 31, 2021 Weighted-average remaining lease term (in years) 9.9 Weighted-average discount rate 4.17 % The table below presents the future minimum lease payments under the noncancelable operating leases as of December 31, 2021 ($ in millions): 2022 $ 25.3 2023 24.4 2024 22.4 2025 21.0 2026 20.9 2027 21.3 Thereafter 91.1 Total lease payments $ 226.4 Less: imputed interest (47.1 ) Total operating lease liabilities $ 179.3 Reported as: Operating lease liabilities, current (1) 15.1 Long- term operating lease liabilities 164.2 Total operating lease liabilities $ 179.3 (1) Included in other liabilities on the consolidated balance sheet ASC 840 Disclosures Prior to adoption of ASC 842 as of January 1, 2021, the Company accounted for its lease arrangements under ASC 840, Leases, |
Redeemable Investor Units
Redeemable Investor Units | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Temporary Equity [Line Items] | |
Redeemable Investor Units | NOTE 11. 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”) to the Company in exchange for 126,278,767 shares of common stock in the Company, pursuant to a contribution and exchange agreement dated August 10, 2020 by and among the Company and the other signatories party thereto. • OSH LLC merged pursuant to the merger agreement dated August 10, 2020 by and among the Company, OSH LLC and the other signatory thereto (the “Company Merger”) with and into a newly formed subsidiary of the Company, with OSH LLC surviving as a wholly owned subsidiary of the Company. Pursuant to the Company Merger, the other investors in OSH LLC received a total of 58,240,199 shares of common stock in the Company in exchange for their investor units in OSH LLC. • 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 LLC. 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 $103.6 million, were converted into 184,787,783 shares of common stock and their carrying value, totaling $545.0 million 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. 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, 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 $1.5 million. 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 $230.0 million. The price per unit was $156.29. There was $5.6 million 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, 2020, or 2021. 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 Units Per Unit Total Units Per Unit Total Series Investor Units I 382,572 $ 8.53 $ 3.3 382,572 $ 7.60 $ 2.9 Investor Units II 509,796 10.15 5.2 509,796 8.95 4.6 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 10.48 19.6 1,872,409 9.09 17.0 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47.7 6,043,421 6.34 38.3 Investor Units III-B 568,613 5.51 3.1 568,613 4.06 2.3 Investor Units III-C 747,661 11.34 8.5 747,661 8.14 6.1 Investor Units III-D 876,147 8.98 7.9 876,147 5.89 5.2 Investor Units III-E 1,471,623 5.64 8.3 - - - $ 103.6 $ 76.4 * 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, 2021 and 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. |
Stockholders' Equity_ Members'
Stockholders' Equity/ Members' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Stockholders' Equity/ Members' Deficit | NOTE 12. STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT Pre-IPO Equity Conversion The 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 shares of common stock in the Company in exchange for their incentive units in OSH LLC. • 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 at a strike price equal to the IPO price in exchange for their founders’ units and profits interests in OSH MH LLC. 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 $7.0 million was reclassified into common stock and additional paid in capital on our consolidated balance sheet. Common Stock and Units 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 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 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 Forfeited - - - (203,504 ) (203,504 ) Vested - - - 65,432 65,432 Options Exercised and Issuance of Common Stock under ESPP - - - 318,823 318,823 Balance as of December 31, 2021 - - - 240,937,465 240,937,465 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 $ 20.0 million 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 (millions) Founders’ Units 107,208 $ 156.29 $ 16.8 Incentive Units 1,142 156.29 0.1 Profits Interest Hurdle Value $265,158 17,622 136.04 2.4 Profits Interest Hurdle Value $346,107 3,684 129.91 0.5 Profits Interest Hurdle Value $386,277 1,495 126.90 0.2 Total Common Units 131,151 $ 20.0 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 $0.6 million 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, $5.9 million was recorded as a reduction in members’ capital and the remaining $13.5 million was recorded in accumulated deficit at the time that the 2020 Tender Offer was completed. Preferred Stock In connection with our IPO, we authorized the issuance of 50,000,000 shares of our preferred stock, par value $.001. No issuances have been made to date. |
Stock And Unit-Based Compensati
Stock And Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Stock and Unit-Based Compensation | NOTE 13. STOCK AND UNIT-BASED COMPENSATION Post-IPO Equity Awards 2020 Omnibus Incentive Plan On August 5, 2020, the Company’s Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan,”). 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, restricted stock awards (“RSAs”), performance awards, other share-based awards (including restricted stock units (“RSUs”)) and other cash-based awards. 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). Stock Options The following is a summary of stock option activity transactions as of and for the periods ended December 31, 2021 and 2020: 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 $ 21.01 9.60 $ 600.6 Granted 352,649 59.15 Exercised (259,579 ) 21.02 Cancelled (106,483 ) 23.75 Outstanding, December 31, 2021 14,945,556 $ 21.89 8.61 $ 177.2 Options exercisable as of December 31, 2021 4,924,527 $ 21.01 8.60 59.8 The aggregate intrinsic value of options exercised for years ended December 31, 2021 and 2020 was $1.9 million and $0.4 million, 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, 2021 and 2020 was $10.0 million and $90.1 million, respectively. The grant date fair value of stock options granted post-IPO was estimated using a Black-Scholes option-pricing model with the following assumptions presented on a weighted-average basis: December 31, 2021 Risk-free interest rate 0.83 % Volatility 49.55 % Expected term to expiration (years) 6.25 Expected dividend yield 0.00 % Estimated fair value $ 28.29 The determination of fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of the Company’s common stock as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgement to determine. The valuation assumptions were determined as follows: Risk-Free Interest Rate The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with maturities similar to the expected term of the award. Expected Volatility We use an average historical stock price volatility of a peer group of comparable publicly traded healthcare companies representative of our expected future stock price volatility, as we do not have sufficient trading history for our common stock. For purposes of identifying these peer companies, we consider the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, we measure historical volatility over a period equivalent to the expected term. Expected Term We determine the expected term of awards using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. Expected Dividend Yield We have not paid and do not anticipate paying any dividends in the foreseeable future. Accordingly, we estimate the dividend yield to be zero. Fair Value of Common Stock The fair value of the Company’s common stock is determined by the closing price, on the date before the grant, of its common stock, which is traded on the NYSE. RSAs The RSAs were granted as part of the pre-IPO conversion (see Note 12). The following is a summary of RSA transactions as of and for the years ended December 31, 2021 and 2020: 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 Granted - - Vested (5,304,624 ) 2.77 Canceled and forfeited (203,504 ) 14.29 Unvested, December 31, 2021 16,090,990 $ 14.71 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, 2021, 125,859 shares of common stock have been purchased under our ESPP. The Company issued 62,575 shares in July 2021 and 63,284 shares in January 2022. 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 12) and none of the incentive units options remained outstanding at the end of the period. During the years ended December 31, 2019, 6,000 of the incentive units options were exercised, respectively. At December 31, 2019, 2,000 of the incentive units options remained outstanding at the end of the periods. The options outstanding as of December 31, 2019 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 and 496,763 profits interests awards during the years ended December 31, 2020 and 2019, 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%, volatility of 35.0% and 2.19 years to liquidity assumptions used for grants issued for the year ended December 31, 2019. 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 12 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 and 2019: Profits Interests Weighted- Average Grant Date Fair Value 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 - As of December 31, 2020 As of December 31, 2019 Units Outstanding Hurdle Value Units Outstanding Hurdle Value - $ 265.2 111,076 $ 234.8 - 346.1 160,492 306.7 - 386.3 45,275 342.3 - 685.4 265,374 609.0 - 782.4 462,292 645.0 - 922.5 521,225 697.7 - 1,582.5 345,062 1,310.0 - 1,910,796 Stock and Unit-Based Compensation Expense The Company recognized $161.4 million, $77.4 million, and $3.7 million in stock-based compensation expense related to options, RSAs, RSUs and profits interests for the years ended December 31, 2021, 2020 and 2019, respectively. The Company recorded $156.4 million in corporate, general and administrative expenses, $3.4 million in sales and marketing, and $1.6 million in cost of care for the year-ended December 31, 2021. The Company recorded $77.3 million in corporate, general and administrative expenses and $0.1 million in sales and marketing for the year-ended December 31, 2020. The Company recorded the expense for the year-ended December 31, 2019 in corporate, general and administrative expenses. As part of the pre-IPO equity conversion discussed in Note 12, 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 accounted for 984,560 RSAs and options 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) . The stock compensation expense recorded for these modifications was $ 116.3 million and $ 49.5 million for year s ended December 31, 202 1 and 2020, respectively . As of December 31, 2021 and 2020, the Company had approximately $144.3 million and $274.2 million in unrecognized compensation expense related to all non-vested awards (RSAs, options and RSUs) that will be recognized over the weighted-average period of 1.30 and 1.62 years, respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Income Tax | NOTE 14. INCOME TAX Income tax benefit related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss for the years ended December 31, 2021, 2020 and 2019, respectively, were as follows ($ in millions): For the twelve-months ended Income tax provision (benefit) 2021 2020 2019 At statutory rate $ (87.5 ) $ (40.3 ) $ (22.5 ) State taxes (12.4 ) (2.4 ) (2.3 ) State valuation allowance 12.0 2.4 2.3 Federal valuation allowance 52.0 16.7 10.2 Stock based compensation 30.0 15.7 - Partnership book losses not subject to tax 5.6 7.5 12.3 Deferred Tax True-Up (3.7 ) - - Permanent items 2.1 0.4 - Total current income tax benefit $ (1.9 ) $ - $ - The current income tax benefit of $1.9 million is comprised of federal income taxes for $1.5 million and state income taxes for $0.4 million. As of December 31, 2021, 2020 and 2019, the Company had no unrecognized tax benefits. Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes as of December 31, 2021 and 2020 were as follows ($ in millions): Deferred income tax assets: 2021 2020 Federal net operating loss carryforwards $ 102.2 $ 45.8 State net operating loss carryforwards 30.3 15.2 Deferred revenue 7.4 3.8 Reserves and accruals 0.3 0.5 Stock based compensation 3.7 0.8 Interest expense limitation 4.6 4.8 Deferred rent 5.5 5.3 IBNR reserve 0.9 5.4 Payroll accruals 8.4 8.8 Allowance for doubtful accounts 0.8 1.8 Accrued professional fees 0.3 0.8 Other intangibles 2.5 - Total deferred tax assets $ 166.9 $ 93.0 Valuation allowance $ (159.4 ) $ (85.8 ) Net deferred income tax assets $ 7.5 $ 7.2 Deferred income tax liabilities: Other intangibles $ (2.2 ) $ (0.3 ) Fixed assets (1.1 ) (4.2 ) Prepaids (1.8 ) (1.4 ) Outside basis difference in a partnership (2.4 ) (1.3 ) Net deferred income tax liabilities $ (7.5 ) $ (7.2 ) 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, 2021 and 2020, the Company has recorded a full valuation allowance of $(159.4) million and $(85.8) million, 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 $73.6 million for the year ended December 31, 2021 and $64.3 million from continuing operations. At December 31, 2021, the Company had federal and state net operating loss (“NOLs”) carryforwards of approximately $486.6 million and $428.7 million, respectively. The Federal NOLs arising in taxable years beginning before December 31, 2017, in the amount of $61.2 million, will begin to expire in the year 2035. For Federal NOLs rising in taxable years beginning after December 31, 2017, in the amount of $425.4 million, will be carried forward and have an indefinite life. However, the utilization of the NOLs carryforward is limited to 80% of taxable As a result of the Rubicon transaction, the Company recorded a $1.9 million tax benefit in continuing operations for the period ending December 31, 2021. In accordance with the rules of tax law ordering, the Company performed a scheduling exercise on the acquired taxable temporary differences to determine which deferred tax assets were realizable. This is a one-time purchase accounting tax benefit that was recorded related to Rubicon. In the event of future transactions, additional tax benefits may be deemed necessary. The Company remains subject to U.S. federal, state and local, or non-U.S., income tax examinations by tax authorities for all years before 2017 to the extent acquired carryover NOLs from 2013-2017 are utilized on the returns. As of December 31, 2021, the tax years 2018 through 2020 remain fully open in the U.S. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company ha d no amounts accrued for interest or penalties for the years ended December 31, 2021 and 20 20 . |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Variable Interest Entities | NOTE 15. VARIABLE INTEREST ENTITIES The Physician Groups or entities 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. 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. 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. 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 tables below illustrate the VIE assets and liabilities and performance of the Physician Groups ($ in millions): December 31, 2021 December 31, 2020 Total assets $ 596.2 $ 286.1 Total liabilities $ 564.4 $ 332.1 Twelve-Months Ended December 31, 2021 December 31, 2020 December 31, 2019 Total revenues $ 1,424.4 $ 865.3 $ 549.0 Medical claims expense 1,107.4 615.9 383.4 Cost of care 149.2 63.8 41.1 Total operating expenses $ 1,256.6 $ 679.7 $ 424.5 Physician Group revenues consist of amounts recognized for services provided to patients and includes capitated revenue and a portion of the Company’s other 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 are all current and 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, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Related Parties | NOTE 16. RELATED PARTIES Humana Humana held over 5% of our common stock during the year ended December 31, 2021. Additionally, a Humana representative served on our Board of Directors from 2019 until their retirement, effective September 7, 2021. Humana no longer has a representative on the Board of Directors as of September 7, 2021. The Company has capitated managed care contracts with Humana which result in capitated revenue and related receivables. Within the Company’s other revenue, revenues from Humana are included in both fee-for-service revenue and care coordination and care management revenue. The receivable associated with the fee-for-service revenue was recorded in other receivables. The unearned portion of the Care Coordination Payments was recorded as a contract liability in both the current and long-term other liabilities accounts. The Company also incurs medical claims expense related to the Humana payor contracts which are included in medical claims expense. Related unpaid claims are included in the liability for unpaid claims financial statement caption. 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 and is included in cost of care expenses, excluding depreciation and amortization in the consolidated statements of operations. The Company adopted ASC 842 as of January 1, 2021 under the modified retrospective transition method and recorded an ROU asset and liability related to Humana leases (See Note 2 for further details of the adoption of this standard). The related liabilities was recorded in both the current and long-term other liabilities accounts. The below tables present the balances related to Humana as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019, respectively ($ in millions): December 31, 2021 December 31, 2020 Assets: Other receivables $ 0.2 $ 0.0 Capitated accounts receivables 105.0 65.7 Operating lease right-of-use assets 70.9 - Liabilities: Liability for unpaid claims $ 99.1 $ 78.5 Other liabilities Short-term license fees 6.3 0.6 Short-term contract liability 6.2 4.0 Operating lease liabilities, current 6.8 - Long-term operating lease liabilities 66.0 - Deferred rent - 0.8 Other long-term liabilities: Long-term license fees 15.4 7.4 Long-term contract liability 27.7 12.7 Equity: Additional paid-in capital $ 50.0 $ 50.0 Twelve-Months Ended December 31, 2021 December 31, 2020 December 31, 2019 Revenues: Capitated revenue $ 506.7 $ 385.7 $ 307.9 Other revenue: Care coordination revenue earned 5.4 3.2 2.4 Fee for service revenue 1.1 0.4 0.6 Expenses: Medical claims expense $ 380.5 $ 254.9 $ 211.6 Cost of care: License fee expense 3.1 2.7 2.1 Rent expense 7.4 2.9 1.5 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. The Board member has not served in this role in 2021, and as such we have only presented 2020 and 2019 information herein. Total capitated revenue associated with the BCBSRI payor contract were $11.3 million and $1.3 million for the years ended December 31, 2020 and 2019, respectively. Capitated receivables from BCBSRI represented $10.0 million of the capitated accounts receivable balance at December 31, 2020. Total medical claims expenses related to the BCBSRI payor contract were $10.6 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively. Unpaid claims related to these capitated contracts represented $11.1 million of the liability for unpaid claims balances at December 31, 2020. Consulting Arrangement with an Immediate Family Member of Our Chief Executive Officer Carolyn Rose, the sister of Michael Pykosz, a member of our Board of Directors and our Chief Executive Officer, has provided us with professional services. Ms. Rose provided services resulting in fees of $0.2 million, $0.3 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Net Loss Per Share | NOTE 17. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per common share ($ in millions). Twelve-Months Ended December 31, 2021 December 31, 2020 Numerator: Net loss $ (414.6 ) $ (219.3 ) Less: Net loss attributable to non-controlling interests (5.2 ) (4.1 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO - (27.2 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO - (67.5 ) Net loss attributable to OSH Inc. stockholders (409.4 ) (120.5 ) Denominator: Weighted average common stock outstanding - basic and diluted 222,553,237 218,825,324 Net loss per share – basic and diluted $ (1.84 ) $ (0.55 ) The Company’s potentially dilutive securities, which included outstanding stock options, unvested RSUs, unvested RSAs, shares to be issued under the ESPP and shares issuable upon conversion of our Convertible Senior Notes 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 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: Twelve-Months Ended December 31, 2021 December 31, 2020 Stock options 14,945,556 14,958,969 RSUs 587,794 216,804 RSAs 16,090,990 21,599,118 Employee Stock Purchase Plan 63,284 - Convertible Senior Notes * 11,622,176 - 43,309,800 36,774,891 *The Company entered into capped call transactions to mitigate the impact of potential economic dilution to our common stock upon any conversion of our Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes up to a cap price of $138.8750 per share. See Note 8 for further details on the capped call transactions. |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Schedule Of Quarterly Financial Information [Line Items] | |
Quarterly Financial Information (unaudited) | NOTE 18. QUARTERLY FINANCIAL INFORMATION (unaudited) The following table sets forth selected unaudited quarterly consolidated statements of operations data for each of the eight quarters in the fiscal years 2021 and 2020 ($ in millions). The information for each of these eight quarters has been prepared on the same basis as the audited annual consolidated financial statements included in this Annual Report on Form 10-K and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with the audited consolidated financial statements and related notes included in this Annual Report on Form 10-K. Quarter Ended 12/31/2021 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 6/30/2020 3/31/2020 Revenues: Capitated revenue $ 382.4 376.7 346.7 291.2 234.9 211.8 208.0 196.6 Other revenue 11.7 12.0 6.4 5.5 13.8 6.1 6.4 5.2 Total revenues 394.1 388.7 353.1 296.7 248.7 217.9 214.4 201.8 Operating expenses: Medical claims expense 318.1 309.8 281.4 199.7 175.5 154.6 155.5 132.2 Cost of care, excluding depreciation and amortization 90.1 76.3 67.0 60.3 61.0 43.2 39.5 43.8 Sales and marketing 38.9 30.5 25.9 24.1 26.8 15.5 10.1 11.8 Corporate, general and administrative expenses 82.4 77.0 74.2 73.1 73.1 57.1 31.0 24.4 Depreciation and amortization 6.1 4.5 3.9 3.3 3.1 2.9 2.7 2.5 Total operating expenses 535.6 498.1 452.4 360.5 339.5 273.3 238.8 214.7 Loss from operations (141.5 ) (109.4 ) (99.3 ) (63.8 ) (90.8 ) (55.4 ) (24.4 ) (12.9 ) Other income/(expense) Interest expense, net (0.7 ) (0.6 ) (1.0 ) (0.2 ) 0.1 (4.0 ) (2.4 ) (2.4 ) Other - - - (0.1 ) 0.1 - 0.1 Total other income/(expense) (0.7 ) (0.6 ) (1.0 ) (0.2 ) - (3.9 ) (2.4 ) (2.3 ) Income before income taxes and non-controlling interests (142.2 ) (110.0 ) (100.3 ) (64.0 ) (90.8 ) (59.3 ) (26.8 ) (15.2 ) Provision for income taxes (1.9 ) - - - - - - - Net loss $ (140.3 ) (110.0 ) (100.3 ) (64.0 ) (90.8 ) (59.3 ) (26.8 ) (15.2 ) Net loss/(income) attributable to noncontrolling interests 1.7 0.6 2.3 0.6 3.6 0.1 0.1 0.3 Net loss attributable to the Company $ (138.6 ) (109.4 ) (98.0 ) (63.4 ) (87.2 ) (59.2 ) (26.7 ) (14.9 ) Net loss per share – basic and diluted (1) $ (0.62 ) (0.49 ) (0.44 ) (0.29 ) (0.40 ) (0.15 ) N/A N/A 1 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2021 | |
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 $351.2 million, after deducting underwriting discounts and commissions of $22.6 million and deferred offering costs of $3.5 million. 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 $545.0 million of redeemable investor units and $7.0 million of members’ capital to additional paid in capital and $0.2 million to common stock on our consolidated balance sheet (see Notes 11 & 12). |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). 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. Business combinations accounted for as purchases have been included from their respective dates of acquisition. 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 variable interest entity (“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. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a 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 15). In addition to the consolidated VIEs, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC (50.1% ownership), OSH-RI, LLC (50.1% ownership), and OSH-ESC Joint Venture, LLC (51.0% ownership) which are consolidated in the Company’s financial statements. The following table illustrates the contributions and distributions made to and from the joint venture and Oak Street Health MSO, LLC for the periods then ended ($ in millions): For the twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 OSH-PCJ Joliet, LLC Contributions $ - $ - $ - Distributions 1.5 0.1 - OSH-RI, LLC Contributions 4.1 5.9 - Distributions - - - OSH-ESC Joint Venture, LLC Contributions 0.1 - 2.6 Distributions - - - |
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, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business combinations and the valuation of stock options. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of currency on hand with banks and financial institutions and investments in money market funds. 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. |
Marketable Debt Securities | Marketable Debt Securities The Company’s investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale investments as current assets under the caption marketable debt securities on the consolidated balance sheets as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements and fund current operations. Realized gains and losses and declines in value related to credit losses are included as a component of other (expense) income, net in the consolidated statements of operations. The Company periodically evaluates its investments in marketable debt securities for impairment. When assessing short-term marketable security investments for declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, the Company’s ability and intent to retain the short-term marketable security investment for a period of time sufficient to allow for any anticipated recovery in fair value, market conditions in general and whether the decline in value is due to a credit loss. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be for non-credit related factors, the Company reduces the marketable debt securities through a charge to the consolidated statement of operations. If a decline in value is determined to be related to a credit loss, we record an allowance not greater than the difference between the carrying amount and fair value of the investment. No such adjustments were necessary during the periods presented. |
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, 2021 and 20 20 , the Company had customers that individually represented 10% or more of the Company’s capitated accounts receivable and other receivable s . The capitated accounts receivables by payor source consisted of the following as of: For the twelve-months ended December 31, 2021 December 31, 2020 Aetna 10 % 12 % Anthem 8 % 10 % Humana 19 % 26 % Medicare 17 % 0 % Wellcare/Meridian 19 % 21 % United Healthcare 12 % 14 % Other 15 % 17 % The other receivables by payor source consisted of the following as of: For the twelve-months ended December 31, 2021 December 31, 2020 Medicare 37 % 52 % Humana 13 % 8 % Other 50 % 40 % |
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 |
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 |
Investments in Securities | Investments in Securities The Company’s investments primarily include equity securities that are being accounted for by the equity method of accounting under which the Company’s share of net income or loss is recognized as income or loss in the Company’s statements of operations and added or deducted to the investment account. Distributions or dividends received from the investments are treated as a reduction of the investment account. The Company consistently follows the practice of recognizing the net income (loss) from equity method investments based on the most recent reliable data. The carrying value of the Company’s investments in was $5.0 million and $0.0 million as of December 31, 2021 and 2020, respectively, which is recorded in other long-term assets on the consolidated balance sheets. The Company did not identify any observable price changes for the years ended December 31, 2021, 2020 and 2019. |
Convertible Debt | Convertible Debt The Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative. In accounting for the issuance of the 0% Convertible Senior Notes due 2026 issued in March 2021 (the “Convertible Senior Notes”), the Company recorded a long-term debt liability equal to the proceeds received from issuance, including the embedded conversion feature, net of the debt issuance and offering costs on the Company’s consolidated balance sheets. The conversion feature is not required to be accounted for separately as an embedded derivative. The Company amortizes debt issuance and offering costs over the term of the Convertible Senior Notes as interest expense utilizing the effective interest method on the Company’s consolidated statements of operations. |
Capped Call Transactions | Capped Call Transactions In connection with the issuance of the Convertible Senior Notes, the Company entered into capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the Convertible Senior Notes. The capped call transactions are purchased call options on the issuer’s stock that settle by reference to the Company’s stock with no forced cash payment. The terms of the capped call transactions allow the purchased call options to be classified as an equity instrument and will not be subsequently remeasured as long as the conditions for equity classification continue to be met. The Company recorded the cash used to purchase the capped call transactions as a reduction to additional paid-in capital within the Company’s consolidated statements of changes in redeemable investor units and stockholders’ equity/members’ (deficit). |
Leases | Leases The Company leases offices, operating facilities, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets , The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component for all leases. |
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 marketable debt securities, contingent consideration, and convertible debt (see Note 7). |
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 was 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 did 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. We account for income taxes under the liability method; under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. 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 material 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 (“ASC 280”), that the Company operates under one operating segment, and therefore one reportable segment – Oak Street Health, Inc. 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. Our CODM has been identified as, collectively, the Chief Executive Officer, President, Chief Financial Officer and Chief Operating Officer. 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 based on consolidated revenues, net income and adjusted EBITDA. 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. As such, we have identified a single operating segment and reportable segment. |
Business Combinations, Goodwill and Other Intangible Assets | Business Combinations, Goodwill and Other Intangible Assets 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 represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions The Company performs a qualitative goodwill impairment analysis annually on October 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. Identified intangibles are recorded at their acquisition date fair value and are amortized on a straight-line basis over their useful lives. 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, 2021, 2020 and 2019. 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. See Note 5, Business Combinations, Goodwill and Other Intangibles, for additional information. |
Medical Claims Expense | Medical Claims Expense 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 (see Note 3 for further detail), 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. 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. 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. 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 $4.6 million, $3.6 million and $2.5 million, and total reimbursements were $4.7 million, $3.1 million and $1.0 million for the years ended December 31, 2021, 2020 and 2019, 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, 2021 and 2020, the Company’s provider excess insurance deductible was $0.3 million per member and covered up to a maximum of $5.0 million per member per calendar year. |
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 and care model, including care team and patient support employee-related costs, occupancy costs, patient transportation, medical supplies, insurance, fees paid to specialists 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 and acquisitions. Total one-time costs expensed were $5.9 million, $1.1 million and $3.7 million for the years ended December 31, 2021, 2020 and 2019 |
Advertising Expenses | Advertising Expenses Advertising and promotion costs are expensed as incurred and were $54.4 million, $29.3 million and $16.8 million, for the years ended December 31, 2021, 2020 and 2019, 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 $7.1 million, $4.7 million, and $3.1 million in salaries and employee benefits in the accompanying consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan. |
Professional Liability | Professional Liability The physicians employed by the Physician Groups (or PC entities) 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 $1.0 million each claim and $3.0 million in aggregate. Additional insureds on the policy include the PC entities, 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 Income (Loss) Per Share | Net Income (Loss) Per Share 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 year ended December 31, 2019. 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, the diluted net income (loss) per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, restricted stock awards and contingently issuable shares under our Convertible Senior Notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. |
Emerging Growth Company Status | Emerging Growth Company Status |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments As a result of this standard, the Company evaluates available-for-sale debt securities under the expected credit loss model. For debt securities with an amortized cost basis in excess of estimated fair value, we determine what amount of that deficit, if any, is caused by expected credit losses. The portion of the deficit attributable to expected credit losses is recognized in other (income) expense, net on our consolidated statements of income. During the twelve months ended December 31, 2021, we did not record any expected credit losses on our available-for-sale debt securities. We adopted the new standard using the modified retrospective approach, which involves recognizing the cumulative effect of initial adoption of Topic 326 as an adjustment to our opening retained earnings as of January 1, 2021. As a result, we did not adjust comparative period financial information for periods before the effective date. No incremental allowance for credit losses has been recognized during the year ended December 31, 2021 as a result of the adoption. The adoption of this standard did not have a material impact on our financial condition, results of operations or disclosures. In 2016, the FASB issued guidance on leases, Accounting Standards Updates 2016-02, Leases quantitative and qualitative disclosures for leasing arrangements and gives rise to other changes impacting certain aspects of lessee and lessor accounting. The two permitted transition methods under the guidance are the modified retrospective transition approach, which requires application of the guidance for all comparative periods, and the cumulative effect adjustment approach, which requires prospective application from the adoption date. The Company adopted ASC 842 effective January 1, 2021 under the modified retrospective transition method. Under this method, financial statements for periods after the adoption date are presented in accordance with ASC 842 and prior-period financial statements continue to be presented in accordance with ASC 840, the accounting standard originally in effect for such periods. The package of practical expedients included that the Company was not required to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Also, as part of the adoption, the Company elected to not recognize short-term leases (those with lease terms less than a year) on the consolidated balance sheets, not separate lease and non-lease components and did not use hindsight to determine lease term. The ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments arising from the lease at lease commencement date. The Company’s operating leases resulted in the recognition of additional assets and the corresponding liabilities on its consolidated balance sheets, however it did not have a material impact on the consolidated statements of operations or cash flows for the twelve months ended December 31, 2021. The Company recognized ROU assets and lease liabilities for operating leases of $108.1 million and $126.8 million, respectively, upon adoption as of January 1, 2021. The difference between the lease liability and right-of-use asset mainly related to the reversal of existing deferred rent balances. The Company utilized a comprehensive approach to assess the impact of this guidance on the consolidated financial statements and related disclosures, including the increase in assets and liabilities on the consolidated balance sheets and the impact on the current lease portfolio. See Note 10 for further detail. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity 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 ASC 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted the new guidance on January 1, 2021, noting no impact on its consolidated financial statements and related disclosures. 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 In October 2018, the FASB issued ASU 2018-17, Consolidation – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact of ASU 2021-10 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, 2021 | |
Significant Accounting Policies [Line Items] | |
Schedule of Contributions and Distributions Made to and From Joint Venture | The following table illustrates the contributions and distributions made to and from the joint venture and Oak Street Health MSO, LLC for the periods then ended ($ in millions): For the twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 OSH-PCJ Joliet, LLC Contributions $ - $ - $ - Distributions 1.5 0.1 - OSH-RI, LLC Contributions 4.1 5.9 - Distributions - - - OSH-ESC Joint Venture, LLC Contributions 0.1 - 2.6 Distributions - - - |
Schedule of Capitated Account Receivable | The capitated accounts receivables by payor source consisted of the following as of: For the twelve-months ended December 31, 2021 December 31, 2020 Aetna 10 % 12 % Anthem 8 % 10 % Humana 19 % 26 % Medicare 17 % 0 % Wellcare/Meridian 19 % 21 % United Healthcare 12 % 14 % Other 15 % 17 % |
Schedule of Other Patient Service Receivables Payor Source | The other receivables by payor source consisted of the following as of: For the twelve-months ended December 31, 2021 December 31, 2020 Medicare 37 % 52 % Humana 13 % 8 % Other 50 % 40 % |
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, 2021 | |
Other Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | For the twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 Care coordination and care management services $ 24.7 $ 24.3 $ 10.5 License subscription and other fees 1.9 - - CARES Act grant income - 2.2 - Fee for service 9.0 5.0 6.2 Total other revenue $ 35.6 $ 31.5 $ 16.7 |
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 were as follows: For the twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 Humana 36 % 45 % 57 % Wellcare/Meridian 17 % 15 % 14 % Cigna-HealthSpring 9 % 11 % 9 % Other 38 % 29 % 20 % |
Other Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The composition of other revenue for each period was as follows: |
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 twelve-months ended December 31, 2021 December 31, 2020 December 31, 2019 Medicare 35 % 47 % 51 % Humana 13 % 8 % 10 % Other 52 % 45 % 39 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Leasehold improvements $ 88.1 $ 63.6 Furniture and fixtures 5.7 4.9 Computer equipment 49.3 17.8 Internal use software 14.9 6.1 Office equipment 12.7 9.7 Construction in process 18.6 4.2 Total, at cost 189.3 106.3 Less accumulated depreciation (44.5 ) (27.5 ) Property and equipment, net $ 144.8 $ 78.8 |
Business Combinations, Goodwi_2
Business Combinations, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Statement [Table] | |
Summary of Annual Movements in Goodwill | The following table details the annual movements in goodwill. (in millions) Balance as of December 31, 2019 $ 9.4 Acquisitions and acquisition adjustments 0.2 Balance as of December 31, 2020 $ 9.6 Acquisitions and acquisition adjustments 143.3 Balance as of December 31, 2021 $ 152.9 |
Summary of Annual Movements in Gross Carrying Amount and Accumulated Amortization of Identifiable Intangibles | The following table details the annual movements in the gross carrying amount and accumulated amortization of our identifiable intangibles. (in millions) Balance as of December 31, 2019 $ 3.9 Acquisitions and acquisition adjustments - Balance as of December 31, 2020 $ 3.9 Acquisitions and acquisition adjustments 8.6 Balance as of December 31, 2021 $ 12.5 (in millions) Balance as of December 31, 2019 $ 0.5 Amortization expense, net 0.4 Balance as of December 31, 2020 $ 0.9 Amortization expense, net 0.8 Balance as of December 31, 2021 $ 1.7 |
Summary of Remaining Estimated Future Amortization Expense | The remaining weighted average amortization period of finite-lived identifiable intangible assets is 6.5 years. The remaining estimated future amortization expense by year, as of December 31, 2021, is presented in the following table: (in millions) 2022 $ 1.7 2023 1.7 2024 1.7 2025 1.7 2026 1.7 Thereafter 2.3 Estimated aggregate future intangible asset amortization $ 10.8 |
RubiconMD Holdings, Inc. [Member] | |
Statement [Table] | |
Schedule of Acquisition Consideration to Tangible and Intangibles Assets Acquired and Liabilities Assumed | Description (in millions) October 20, 2021 Total consideration $ 156.6 Cash $ 12.7 Other assets 1.8 Identified intangible assets 8.6 Liabilities assumed 8.1 Net assets $ 15.0 Goodwill $ 141.6 |
Schedule of Preliminary Estimate of Finite-lived Intangible Assets Acquired, Including Useful Lives | The following is a summary of the preliminary estimate of the finite-lived intangible assets acquired, including useful lives, in connection with the RMD acquisition. Description (in millions) Amount Useful life Trademark $ 0.6 9 years eConsult platform 6.5 6 years Provider network 0.3 5 years Customer relationship 1.2 10 years Total $ 8.6 N/A |
Liability For Unpaid Claims (Ta
Liability For Unpaid Claims (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2021 | |
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 ($ in millions): December 31, 2021 December 31, 2020 Balance, beginning of period $ 262.1 $ 170.6 Incurred health care costs: Current year 1,098.9 604.9 Prior years 8.6 11.0 Total claims incurred $ 1,107.5 $ 615.9 Claims paid: Current year (552.5 ) (356.5 ) Prior years (263.4 ) (167.5 ) Total claims paid $ (815.9 ) $ (524.0 ) Adjustments to other claims-related liabilities 2.6 (0.4 ) Balance, end of period $ 556.3 $ 262.1 |
Summary of Incurred and Paid Development | The following tables provide information about incurred and paid claims development as of December 31, 2021, and 2020 ($ in millions): Incurred Claims For the Periods Ending Claims Incurred Year December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 2018 $ 226.7 226.9 226.0 226.0 2019 383.2 394.9 394.6 2020 604.9 613.7 2021 1,098.9 Total $ 2,333.2 Cumulative Paid Claims For the Periods Ending Claims Incurred Year December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 2018 $ 162.9 219.4 226.0 226.0 2019 226.6 383.2 394.6 2020 356.5 608.5 2021 552.5 Total $ 1,781.6 Other claims-related liabilities 4.7 Liability for unpaid claims $ 556.3 |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of December 31, 2021 using: Level 1 Level 2 Level 3 Total Marketable debt securities: Commercial paper $ 120.8 $ - $ - $ 120.8 U.S. Treasury obligations - 26.0 - 26.0 Corporate bonds - 412.3 - 412.3 Asset-backed securities - 99.2 - 99.2 Other - 12.8 - 12.8 Total financial assets $ 120.8 $ 550.3 $ - $ 671.1 Liabilities: Convertible senior notes $ - $ 752.7 $ - $ 752.7 Contingent consideration - - 21.8 21.8 Total liabilities $ - $ 752.7 $ 21.8 $ 774.5 |
Schedule of Marketable Debt Securities Classified as Available-for-sale | At December 31, 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): December 31, 2021 Amortized cost Net unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 120.9 $ (0.1 ) $ 120.8 U.S. Treasury obligations 26.0 (0.0 ) 26.0 Corporate bonds 413.4 (1.1 ) 412.3 Asset-backed securities 99.4 (0.2 ) 99.2 Other 12.8 (0.0 ) 12.8 Total marketable debt securities $ 672.5 $ (1.4 ) $ 671.1 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of Long-term Debt Instruments | The Convertible Senior Notes and capped call transactions consisted of the following balances reported in the consolidated balance sheet as of December 31, 2021 ($ in millions): December 31, 2021 Liability component: Principal $ 920.0 Less: debt issuance costs, net of amortization (18.6 ) Net carrying amount $ 901.4 Equity component recorded at issuance: Capped call transactions $ 123.6 |
Leases (Tables)
Leases (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Components of Lease Expense | The components of lease expense for the Company’s operating leases were as follows for the year ended December 31, 2021 ($ in millions): For the twelve-months ended December 31, 2021 Operating lease cost $ 21.2 Variable lease cost 18.9 Total lease cost $ 40.1 |
Schedule of Minimum Lease Payments for Operating Leases | The table below presents the future minimum lease payments under the noncancelable operating leases as of December 31, 2021 ($ in millions): 2022 $ 25.3 2023 24.4 2024 22.4 2025 21.0 2026 20.9 2027 21.3 Thereafter 91.1 Total lease payments $ 226.4 Less: imputed interest (47.1 ) Total operating lease liabilities $ 179.3 Reported as: Operating lease liabilities, current (1) 15.1 Long- term operating lease liabilities 164.2 Total operating lease liabilities $ 179.3 (1) Included in other liabilities on the consolidated balance sheet |
Schedule Of Lessee Operating Lease Weighted Average Remaining Lease Term And Weighted Average Discount Rate | The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: December 31, 2021 Weighted-average remaining lease term (in years) 9.9 Weighted-average discount rate 4.17 % |
Redeemable Investor Units (Tabl
Redeemable Investor Units (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2021 | |
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, 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 Units Per Unit Total Units Per Unit Total Series Investor Units I 382,572 $ 8.53 $ 3.3 382,572 $ 7.60 $ 2.9 Investor Units II 509,796 10.15 5.2 509,796 8.95 4.6 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 10.48 19.6 1,872,409 9.09 17.0 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47.7 6,043,421 6.34 38.3 Investor Units III-B 568,613 5.51 3.1 568,613 4.06 2.3 Investor Units III-C 747,661 11.34 8.5 747,661 8.14 6.1 Investor Units III-D 876,147 8.98 7.9 876,147 5.89 5.2 Investor Units III-E 1,471,623 5.64 8.3 - - - $ 103.6 $ 76.4 |
Stockholders' Equity_ Members_2
Stockholders' Equity/ Members' Deficit (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2021 | |
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 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 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 Forfeited - - - (203,504 ) (203,504 ) Vested - - - 65,432 65,432 Options Exercised and Issuance of Common Stock under ESPP - - - 318,823 318,823 Balance as of December 31, 2021 - - - 240,937,465 240,937,465 |
Summary of common units tendered | The following units were tendered to OSH LLC: Number of Units Tendered Purchase Price per Unit Total Purchase Price (millions) Founders’ Units 107,208 $ 156.29 $ 16.8 Incentive Units 1,142 156.29 0.1 Profits Interest Hurdle Value $265,158 17,622 136.04 2.4 Profits Interest Hurdle Value $346,107 3,684 129.91 0.5 Profits Interest Hurdle Value $386,277 1,495 126.90 0.2 Total Common Units 131,151 $ 20.0 |
Stock And Unit-Based Compensa_2
Stock And Unit-Based Compensation (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Stock Option Activity | The following is a summary of stock option activity transactions as of and for the periods ended December 31, 2021 and 2020: 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 $ 21.01 9.60 $ 600.6 Granted 352,649 59.15 Exercised (259,579 ) 21.02 Cancelled (106,483 ) 23.75 Outstanding, December 31, 2021 14,945,556 $ 21.89 8.61 $ 177.2 Options exercisable as of December 31, 2021 4,924,527 $ 21.01 8.60 59.8 |
Schedule of Valuation of Stock Options | The grant date fair value of stock options granted post-IPO was estimated using a Black-Scholes option-pricing model with the following assumptions presented on a weighted-average basis: December 31, 2021 Risk-free interest rate 0.83 % Volatility 49.55 % Expected term to expiration (years) 6.25 Expected dividend yield 0.00 % Estimated fair value $ 28.29 |
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 and 2019: Profits Interests Weighted- Average Grant Date Fair Value 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 - As of December 31, 2020 As of December 31, 2019 Units Outstanding Hurdle Value Units Outstanding Hurdle Value - $ 265.2 111,076 $ 234.8 - 346.1 160,492 306.7 - 386.3 45,275 342.3 - 685.4 265,374 609.0 - 782.4 462,292 645.0 - 922.5 521,225 697.7 - 1,582.5 345,062 1,310.0 - 1,910,796 |
Restricted Stock Awards R S A | |
Summary of Restricted Stock Awards (RSA) Activity | The following is a summary of RSA transactions as of and for the years ended December 31, 2021 and 2020: 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 Granted - - Vested (5,304,624 ) 2.77 Canceled and forfeited (203,504 ) 14.29 Unvested, December 31, 2021 16,090,990 $ 14.71 |
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 benefit related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss for the years ended December 31, 2021, 2020 and 2019, respectively, were as follows ($ in millions): For the twelve-months ended Income tax provision (benefit) 2021 2020 2019 At statutory rate $ (87.5 ) $ (40.3 ) $ (22.5 ) State taxes (12.4 ) (2.4 ) (2.3 ) State valuation allowance 12.0 2.4 2.3 Federal valuation allowance 52.0 16.7 10.2 Stock based compensation 30.0 15.7 - Partnership book losses not subject to tax 5.6 7.5 12.3 Deferred Tax True-Up (3.7 ) - - Permanent items 2.1 0.4 - Total current income tax benefit $ (1.9 ) $ - $ - |
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, 2021 and 2020 were as follows ($ in millions): Deferred income tax assets: 2021 2020 Federal net operating loss carryforwards $ 102.2 $ 45.8 State net operating loss carryforwards 30.3 15.2 Deferred revenue 7.4 3.8 Reserves and accruals 0.3 0.5 Stock based compensation 3.7 0.8 Interest expense limitation 4.6 4.8 Deferred rent 5.5 5.3 IBNR reserve 0.9 5.4 Payroll accruals 8.4 8.8 Allowance for doubtful accounts 0.8 1.8 Accrued professional fees 0.3 0.8 Other intangibles 2.5 - Total deferred tax assets $ 166.9 $ 93.0 Valuation allowance $ (159.4 ) $ (85.8 ) Net deferred income tax assets $ 7.5 $ 7.2 Deferred income tax liabilities: Other intangibles $ (2.2 ) $ (0.3 ) Fixed assets (1.1 ) (4.2 ) Prepaids (1.8 ) (1.4 ) Outside basis difference in a partnership (2.4 ) (1.3 ) Net deferred income tax liabilities $ (7.5 ) $ (7.2 ) Net deferred income taxes $ - $ - |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of VIE Assets and Liabilities and Performance for the Physician Groups | The tables below illustrate the VIE assets and liabilities and performance of the Physician Groups ($ in millions): December 31, 2021 December 31, 2020 Total assets $ 596.2 $ 286.1 Total liabilities $ 564.4 $ 332.1 Twelve-Months Ended December 31, 2021 December 31, 2020 December 31, 2019 Total revenues $ 1,424.4 $ 865.3 $ 549.0 Medical claims expense 1,107.4 615.9 383.4 Cost of care 149.2 63.8 41.1 Total operating expenses $ 1,256.6 $ 679.7 $ 424.5 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The below tables present the balances related to Humana as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019, respectively ($ in millions): December 31, 2021 December 31, 2020 Assets: Other receivables $ 0.2 $ 0.0 Capitated accounts receivables 105.0 65.7 Operating lease right-of-use assets 70.9 - Liabilities: Liability for unpaid claims $ 99.1 $ 78.5 Other liabilities Short-term license fees 6.3 0.6 Short-term contract liability 6.2 4.0 Operating lease liabilities, current 6.8 - Long-term operating lease liabilities 66.0 - Deferred rent - 0.8 Other long-term liabilities: Long-term license fees 15.4 7.4 Long-term contract liability 27.7 12.7 Equity: Additional paid-in capital $ 50.0 $ 50.0 Twelve-Months Ended December 31, 2021 December 31, 2020 December 31, 2019 Revenues: Capitated revenue $ 506.7 $ 385.7 $ 307.9 Other revenue: Care coordination revenue earned 5.4 3.2 2.4 Fee for service revenue 1.1 0.4 0.6 Expenses: Medical claims expense $ 380.5 $ 254.9 $ 211.6 Cost of care: License fee expense 3.1 2.7 2.1 Rent expense 7.4 2.9 1.5 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) - OAK Street Health Inc and Affiliates [Member] | 12 Months Ended |
Dec. 31, 2021 | |
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 ($ in millions). Twelve-Months Ended December 31, 2021 December 31, 2020 Numerator: Net loss $ (414.6 ) $ (219.3 ) Less: Net loss attributable to non-controlling interests (5.2 ) (4.1 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO - (27.2 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO - (67.5 ) Net loss attributable to OSH Inc. stockholders (409.4 ) (120.5 ) Denominator: Weighted average common stock outstanding - basic and diluted 222,553,237 218,825,324 Net loss per share – basic and diluted $ (1.84 ) $ (0.55 ) |
Summary of Potential Common Shares Outstanding Excluded 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: Twelve-Months Ended December 31, 2021 December 31, 2020 Stock options 14,945,556 14,958,969 RSUs 587,794 216,804 RSAs 16,090,990 21,599,118 Employee Stock Purchase Plan 63,284 - Convertible Senior Notes * 11,622,176 - 43,309,800 36,774,891 *The Company entered into capped call transactions to mitigate the impact of potential economic dilution to our common stock upon any conversion of our Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes up to a cap price of $138.8750 per share. See Note 8 for further details on the capped call transactions. |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Schedule Of Quarterly Financial Information [Line Items] | |
Schedule of Quarterly Financial Information | The following table sets forth selected unaudited quarterly consolidated statements of operations data for each of the eight quarters in the fiscal years 2021 and 2020 ($ in millions). The information for each of these eight quarters has been prepared on the same basis as the audited annual consolidated financial statements included in this Annual Report on Form 10-K and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with the audited consolidated financial statements and related notes included in this Annual Report on Form 10-K. Quarter Ended 12/31/2021 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 6/30/2020 3/31/2020 Revenues: Capitated revenue $ 382.4 376.7 346.7 291.2 234.9 211.8 208.0 196.6 Other revenue 11.7 12.0 6.4 5.5 13.8 6.1 6.4 5.2 Total revenues 394.1 388.7 353.1 296.7 248.7 217.9 214.4 201.8 Operating expenses: Medical claims expense 318.1 309.8 281.4 199.7 175.5 154.6 155.5 132.2 Cost of care, excluding depreciation and amortization 90.1 76.3 67.0 60.3 61.0 43.2 39.5 43.8 Sales and marketing 38.9 30.5 25.9 24.1 26.8 15.5 10.1 11.8 Corporate, general and administrative expenses 82.4 77.0 74.2 73.1 73.1 57.1 31.0 24.4 Depreciation and amortization 6.1 4.5 3.9 3.3 3.1 2.9 2.7 2.5 Total operating expenses 535.6 498.1 452.4 360.5 339.5 273.3 238.8 214.7 Loss from operations (141.5 ) (109.4 ) (99.3 ) (63.8 ) (90.8 ) (55.4 ) (24.4 ) (12.9 ) Other income/(expense) Interest expense, net (0.7 ) (0.6 ) (1.0 ) (0.2 ) 0.1 (4.0 ) (2.4 ) (2.4 ) Other - - - (0.1 ) 0.1 - 0.1 Total other income/(expense) (0.7 ) (0.6 ) (1.0 ) (0.2 ) - (3.9 ) (2.4 ) (2.3 ) Income before income taxes and non-controlling interests (142.2 ) (110.0 ) (100.3 ) (64.0 ) (90.8 ) (59.3 ) (26.8 ) (15.2 ) Provision for income taxes (1.9 ) - - - - - - - Net loss $ (140.3 ) (110.0 ) (100.3 ) (64.0 ) (90.8 ) (59.3 ) (26.8 ) (15.2 ) Net loss/(income) attributable to noncontrolling interests 1.7 0.6 2.3 0.6 3.6 0.1 0.1 0.3 Net loss attributable to the Company $ (138.6 ) (109.4 ) (98.0 ) (63.4 ) (87.2 ) (59.2 ) (26.7 ) (14.9 ) Net loss per share – basic and diluted (1) $ (0.62 ) (0.49 ) (0.44 ) (0.29 ) (0.40 ) (0.15 ) N/A N/A 1 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) $ / shares in Units, $ in Millions | Aug. 10, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Center$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2020$ / sharesshares | Aug. 05, 2020$ / sharesshares | Dec. 31, 2019shares |
Organization And Nature Of Business [Line Items] | ||||||
Organization incorporated date | Oct. 22, 2019 | |||||
Number of centers operated | Center | 129 | |||||
Shares of common stock was declared effective | shares | 500,000,000 | 1,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Proceeds from initial public offering | $ 377.3 | |||||
Number of units converted | shares | 3,456,634 | |||||
Number of shares issued upon conversion | shares | 12,472,242 | |||||
Reclassification of members capital | $ 7 | |||||
Accrued Compensation and Benefits [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Deferred payroll taxes | $ 4 | |||||
Other Noncurrent Liabilities [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Deferred payroll taxes | $ 3 | |||||
Common Stock Subject To Service-Based Vesting [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Number of shares issued upon conversion | shares | 22,612,472 | |||||
OAK Street Health Inc and Affiliates [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Shares of common stock was declared effective | shares | 500,000,000 | 500,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Stock issued during period shares | shares | 1,471,623 | |||||
Proceeds from initial public offering | $ 351.2 | |||||
Payments for underwriting expense | 22.6 | |||||
Deferred offering costs | $ 3.5 | |||||
Number of units converted | shares | 15,928,876 | (3,456,634) | ||||
Number of shares issued upon conversion | shares | 200,286,312 | 12,472,242 | ||||
Reclassification of redeemable investor units | $ 545 | |||||
Other liabilities | $ 44 | $ 12.6 | ||||
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 | 1.5 | |||||
CMS Payback | $ 0.5 | |||||
Other liabilities | $ 1 | 1.5 | ||||
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 | $ 2.8 | 8.4 | ||||
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 | 3.6 | 7.6 | ||||
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 | 3.6 | 5.4 | ||||
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 | $ 2.2 | |||||
OAK Street Health Inc and Affiliates [Member] | Other Current Liabilities [Member] | Grant [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Grants received | $ 0 | |||||
OAK Street Health Inc and Affiliates [Member] | Additional Paid-In Capital [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Reclassification of members capital | 7 | |||||
OAK Street Health Inc and Affiliates [Member] | Common Stock [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Reclassification of members capital | $ 0.2 | |||||
OAK Street Health Inc and Affiliates [Member] | Common Stock Option To Purchase [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Number of units converted | shares | 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 | shares | 22,612,472 | |||||
IPO [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Shares of common stock was declared effective | shares | 17,968,750 | |||||
Common stock, par value | $ / shares | $ 0.001 | |||||
Stock issued during period shares | shares | 17,968,750 | |||||
Shares offering, price per share | $ / shares | $ 21 | |||||
Over-Allotment Option [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||
Organization And Nature Of Business [Line Items] | ||||||
Stock issued during period shares | shares | 2,343,750 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 5 years | ||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Operating lease, Remaining lease term | 30 years | ||
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. | ||
Number of reporting units | Segment | 2 | ||
Goodwill impairment loss | $ 0 | 0 | 0 |
Goodwill and impairment | 0 | 0 | 0 |
Transaction cost | 5,900,000 | 1,100,000 | 3,700,000 |
Advertising and promotion costs | 54,400,000 | 29,300,000 | 16,800,000 |
Expenses in salaries | 7,100,000 | 4,700,000 | 3,100,000 |
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. | ||
Provider Excess Insurance Scheme [Member] | |||
Significant Accounting Policies [Line Items] | |||
Insurance premium expenditure incurred | $ 4,600,000 | 3,600,000 | 2,500,000 |
Insurance premium expenditure reimbursed | 4,700,000 | 3,100,000 | $ 1,000,000 |
Providers excess insurance deductible per member | 300,000 | 300,000 | |
Other Long-term Assets [Member] | |||
Significant Accounting Policies [Line Items] | |||
Investments | $ 5,000,000 | 0 | |
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 15 years | ||
Maximum [Member] | Provider Excess Insurance Scheme [Member] | |||
Significant Accounting Policies [Line Items] | |||
Providers excess insurance deductible per member | $ 5,000,000 | $ 5,000,000 | |
PCJ Joliet, LLC [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 50.10% | ||
RI, LLC [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 50.10% | ||
ESC Joint Venture, LLC [Member] | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage in joint ventures | 51.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Contributions and Distributions Made to and From Joint Venture (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Line Items] | |||
Contributions | $ 4.2 | $ 5.9 | $ 2.6 |
Distributions | 1.5 | 0.1 | |
PCJ Joliet, LLC [Member] | Oak Street Health Mso Llc | |||
Significant Accounting Policies [Line Items] | |||
Distributions | 1.5 | 0.1 | |
RI, LLC [Member] | Oak Street Health Mso Llc | |||
Significant Accounting Policies [Line Items] | |||
Contributions | 4.1 | $ 5.9 | |
ESC Joint Venture, LLC [Member] | Oak Street Health Mso Llc | |||
Significant Accounting Policies [Line Items] | |||
Contributions | $ 0.1 | $ 2.6 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Capitated Account Receivable (Detail) - Customer Concentration Risk - Capitated Accounts Receivables [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Aetna [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 10.00% | 12.00% |
Anthem [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 8.00% | 10.00% |
Humana [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 19.00% | 26.00% |
United Healthcare [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 12.00% | 14.00% |
Medicare [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 17.00% | 0.00% |
WellCare/Meridian [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 19.00% | 21.00% |
Other [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 15.00% | 17.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Other Patient Service Receivables Payor Source (Detail) - Other Patient Service Receivables [Member] - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Medicare [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 37.00% | 52.00% |
Humana [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 13.00% | 8.00% |
Other [Member] | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 50.00% | 40.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Property Plant And Equipment Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
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 ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Capitated accounts receivable | $ 559,400,000 | $ 248,900,000 | $ 559,400,000 | $ 248,900,000 | |||||||
Amount received form shared service program | 4,900,000 | 2,100,000 | 4,900,000 | 2,100,000 | |||||||
Other Income | 2,800,000 | 8,400,000 | |||||||||
Total revenues | 394,100,000 | $ 388,700,000 | $ 353,100,000 | $ 296,700,000 | 248,700,000 | $ 217,900,000 | $ 214,400,000 | $ 201,800,000 | 1,432,600,000 | 882,800,000 | $ 556,600,000 |
Revenue offset against cost of care regarding goods and services waived | 4,900,000 | 7,700,000 | 9,100,000 | ||||||||
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 | 2,200,000 | 2,600,000 | 5,400,000 | ||||||||
Other Revenue [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | 11,700,000 | $ 12,000,000 | $ 6,400,000 | $ 5,500,000 | 13,800,000 | $ 6,100,000 | $ 6,400,000 | $ 5,200,000 | 35,600,000 | 31,500,000 | 16,700,000 |
Other Revenue [Member] | CARES Act Grant Income [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | 0 | 2,200,000 | |||||||||
Humana [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Capitated accounts receivable | 105,000,000 | 65,700,000 | 105,000,000 | 65,700,000 | |||||||
Contract liabilities payments | 33,900,000 | 16,700,000 | 33,900,000 | 16,700,000 | |||||||
Humana [Member] | Other Revenue [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | 6,500,000 | 3,600,000 | 3,000,000 | ||||||||
Customer Concentration Risk | Other Revenue [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | $ 35,600,000 | 31,500,000 | $ 16,700,000 | ||||||||
Customer Concentration Risk | Other Revenue [Member] | CARES Act Grant Income [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Total revenues | $ 2,200,000 | ||||||||||
Medicare Part D [Member] | Capitated Revenue [Member] | Customer Concentration Risk | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Concentration risk percentage | 2.00% | 2.00% | 3.00% | ||||||||
Medicare Part D [Member] | Medical Claims Expenditure [Member] | Customer Concentration Risk | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Concentration risk percentage | 2.00% | 3.00% | 5.00% | ||||||||
Acuity Adjustment [Member] | |||||||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||||||
Capitated accounts receivable | $ 54,000,000 | $ 12,300,000 | $ 54,000,000 | $ 12,300,000 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Sources of Capitated Revenue (Detail) - Capitated Revenue [Member] - OAK Street Health Inc and Affiliates [Member] - Customer Concentration Risk - Revenue Benchmark [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Humana [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 36.00% | 45.00% | 57.00% |
WellCare/Meridian [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 17.00% | 15.00% | 14.00% |
Cigna-HealthSpring [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 9.00% | 11.00% | 9.00% |
Other [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 38.00% | 29.00% | 20.00% |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Composition Of Revenues (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 394,100,000 | $ 388,700,000 | $ 353,100,000 | $ 296,700,000 | $ 248,700,000 | $ 217,900,000 | $ 214,400,000 | $ 201,800,000 | $ 1,432,600,000 | $ 882,800,000 | $ 556,600,000 |
Other Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 11,700,000 | $ 12,000,000 | $ 6,400,000 | $ 5,500,000 | $ 13,800,000 | $ 6,100,000 | $ 6,400,000 | $ 5,200,000 | 35,600,000 | 31,500,000 | 16,700,000 |
Other Revenue [Member] | CARES Act Grant Income [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 0 | 2,200,000 | |||||||||
Customer Concentration Risk | Other Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 35,600,000 | 31,500,000 | 16,700,000 | ||||||||
Customer Concentration Risk | Other Revenue [Member] | Care Coordination and Care Management Services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 24,700,000 | 24,300,000 | 10,500,000 | ||||||||
Customer Concentration Risk | Other Revenue [Member] | License Subscription and Other Fees [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 1,900,000 | ||||||||||
Customer Concentration Risk | Other Revenue [Member] | CARES Act Grant Income [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | 2,200,000 | ||||||||||
Customer Concentration Risk | Other Revenue [Member] | Fee-For-Service [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 9,000,000 | $ 5,000,000 | $ 6,200,000 |
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] - Customer Concentration Risk - Revenue Benchmark [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Medicare [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 35.00% | 47.00% | 51.00% |
Humana [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 13.00% | 8.00% | 10.00% |
Other [Member] | |||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | |||
Concentration risk percentage | 52.00% | 45.00% | 39.00% |
Property and Equipment - Summar
Property and Equipment - Summary of Property Plant and Equipment (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 189.3 | $ 106.3 |
Less accumulated depreciation | (44.5) | (27.5) |
Property, plant and equipment, net | 144.8 | 78.8 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 88.1 | 63.6 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5.7 | 4.9 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 49.3 | 17.8 |
Internal Use Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14.9 | 6.1 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12.7 | 9.7 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 18.6 | $ 4.2 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 17 | $ 10.8 | $ 7.4 |
Internal Use Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 1.6 | $ 0.4 | $ 0.2 |
Business Combinations, Goodwi_3
Business Combinations, Goodwill and Other Intangible Assets - Additional Information (Detail) $ in Millions | Oct. 20, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)Business | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Cash consideration for acquisition | $ 124 | $ 0.2 | |||||||||||
Business combination, contingent consideration | $ 21.8 | $ 21.8 | 21.8 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | |||||||||||||
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Goodwill | 152.9 | 152.9 | $ 9.6 | 152.9 | $ 9.6 | 9.4 | |||||||
Other revenue recognized | 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | 248.7 | $ 217.9 | $ 214.4 | $ 201.8 | 1,432.6 | 882.8 | 556.6 | ||
Net income (loss) related to acquired entity | (138.6) | (109.4) | (98) | (63.4) | (87.2) | (59.2) | (26.7) | (14.9) | (409.4) | (188) | (107.9) | ||
Amortization of intangible assets | $ 0.8 | 0.4 | 0.4 | ||||||||||
Finite-lived identifiable intangible assets, remaining weighted average amortization period | 6 years 6 months | ||||||||||||
Other Revenue [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||||||
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Other revenue recognized | $ 11.7 | $ 12 | $ 6.4 | $ 5.5 | $ 13.8 | $ 6.1 | $ 6.4 | $ 5.2 | $ 35.6 | $ 31.5 | $ 16.7 | ||
RubiconMD Holdings, Inc. [Member] | |||||||||||||
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Cash consideration for acquisition | $ 134.9 | ||||||||||||
Business combination, contingent consideration | 21.7 | ||||||||||||
Goodwill | 141.6 | ||||||||||||
Net income (loss) related to acquired entity | (2.5) | ||||||||||||
Total consideration | 156.6 | ||||||||||||
RubiconMD Holdings, Inc. [Member] | Other Revenue [Member] | |||||||||||||
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Other revenue recognized | $ 1.9 | ||||||||||||
RubiconMD Holdings, Inc. [Member] | Other Liabilities [Member] | |||||||||||||
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Business combination, contingent consideration, current | 9.3 | ||||||||||||
RubiconMD Holdings, Inc. [Member] | Other Noncurrent Liabilities [Member] | |||||||||||||
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Business combination, contingent consideration, long-term | $ 12.4 | ||||||||||||
Medical Practices [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||||||
Business Combinations Goodwill And Other Intangible Assets [Table] | |||||||||||||
Number of businesses acquired | Business | 2 | ||||||||||||
Total consideration | $ 2.9 |
Business Combinations, Goodwi_4
Business Combinations, Goodwill and Other Intangible Assets - Summary of Acquisition Consideration To Tangible and Intangibles Assets Acquired and Liabilities Assumed (Detail) - RubiconMD Holdings, Inc. [Member] $ in Millions | Oct. 20, 2021USD ($) |
Business Acquisition [Line Items] | |
Total consideration | $ 156.6 |
Cash | 12.7 |
Other assets | 1.8 |
Identified intangible assets | 8.6 |
Liabilities assumed | 8.1 |
Net assets | 15 |
Goodwill | $ 141.6 |
Business Combinations, Goodwi_5
Business Combinations, Goodwill and Other Intangible Assets - Summary of Preliminary Estimate of Finite-lived Intangible Assets Acquired, Including Useful Lives (Detail) - RubiconMD Holdings, Inc. [Member] $ in Millions | Oct. 20, 2021USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired, amount | $ 8.6 |
Trademark [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired, amount | $ 0.6 |
Finite-lived intangible assets acquired, useful life | 9 years |
eConsult Platform [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired, amount | $ 6.5 |
Finite-lived intangible assets acquired, useful life | 6 years |
Provider Network [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired, amount | $ 0.3 |
Finite-lived intangible assets acquired, useful life | 5 years |
Customer Relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired, amount | $ 1.2 |
Finite-lived intangible assets acquired, useful life | 10 years |
Business Combinations, Goodwi_6
Business Combinations, Goodwill and Other Intangible Assets - Summary of Annual Movements in Goodwill (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Beginning balance | $ 9.6 | $ 9.4 |
Acquisitions and acquisition adjustments | 143.3 | 0.2 |
Ending balance | $ 152.9 | $ 9.6 |
Business Combinations, Goodwi_7
Business Combinations, Goodwill and Other Intangible Assets - Summary of Annual Movements in Gross Carrying Amount and Accumulated Amortization of Identifiable Intangibles (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Beginning balance | $ 3.9 | $ 3.9 | |
Acquisitions and acquisition adjustments | 8.6 | ||
Ending balance | 12.5 | 3.9 | $ 3.9 |
Beginning balance | 0.9 | 0.5 | |
Amortization expense, net | 0.8 | 0.4 | 0.4 |
Ending balance | $ 1.7 | $ 0.9 | $ 0.5 |
Business Combinations, Goodwi_8
Business Combinations, Goodwill and Other Intangible Assets - Summary of Remaining Estimated Future Amortization Expense (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets [Line Items] | ||
2022 | $ 1.7 | |
2023 | 1.7 | |
2024 | 1.7 | |
2025 | 1.7 | |
2026 | 1.7 | |
Thereafter | 2.3 | |
Estimated aggregate future intangible asset amortization | $ 10.8 | $ 3 |
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 Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||
Balance, beginning of period | $ 262.1 | $ 170.6 |
Incurred health care costs: | ||
Current year | 1,098.9 | 604.9 |
Prior years | 8.6 | 11 |
Total claims incurred | 1,107.5 | 615.9 |
Claims paid: | ||
Current year | (552.5) | (356.5) |
Prior years | (263.4) | (167.5) |
Total claims paid | (815.9) | (524) |
Adjustments to other claims-related liabilities | 2.6 | (0.4) |
Balance, end of period | $ 556.3 | $ 262.1 |
Liability For Unpaid Claims -_2
Liability For Unpaid Claims - Summary of Incurred Claims (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
2018 | $ 226 | $ 226 | $ 226.9 | $ 226.7 |
2019 | 394.6 | 394.9 | $ 383.2 | |
2020 | 613.7 | $ 604.9 | ||
2021 | 1,098.9 | |||
Total | $ 2,333.2 |
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 Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
2018 | $ 226 | $ 226 | $ 219.4 | $ 162.9 |
2019 | 394.6 | 383.2 | 226.6 | |
2020 | 608.5 | 356.5 | ||
2021 | 552.5 | |||
Total | 1,781.6 | |||
Other claims-related liabilities | 4.7 | |||
Liability for unpaid claims | $ 556.3 | $ 262.1 | $ 170.6 |
Liability For Unpaid Claims- Ad
Liability For Unpaid Claims- Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - Medical Claims Expenses [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||||||||
Mediclaim expenses | $ 318.1 | $ 309.8 | $ 281.4 | $ 199.7 | $ 175.5 | $ 154.6 | $ 155.5 | $ 132.2 | ||
Restatement Adjustment [Member] | Twelve Months Ending Thirty First December Two Thousand And Nineteen [Member] | ||||||||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||||||||
Mediclaim expenses | $ 11 | |||||||||
Restatement Adjustment [Member] | Twelve Months Ending Thirty First December Two Thousand And Twenty [Member] | ||||||||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||||||||
Mediclaim expenses | $ 6.7 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements Recurring [Member] - OAK Street Health Inc and Affiliates [Member] $ in Millions | Dec. 31, 2021USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | $ 671.1 |
Total liabilities | 774.5 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 120.8 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 550.3 |
Total liabilities | 752.7 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total liabilities | 21.8 |
Commercial Paper [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 120.8 |
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 120.8 |
U.S. Treasury Obligations [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 26 |
U.S. Treasury Obligations [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 26 |
Corporate Bonds [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 412.3 |
Corporate Bonds [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 412.3 |
Asset-backed Securities [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 99.2 |
Asset-backed Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 99.2 |
Other [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 12.8 |
Other [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 12.8 |
Convertible Senior Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total liabilities | 752.7 |
Convertible Senior Notes [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total liabilities | 752.7 |
Contingent Consideration [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total liabilities | 21.8 |
Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total liabilities | $ 21.8 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Details) - OAK Street Health Inc and Affiliates [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
RubiconMD Holdings, Inc. [Member] | Forecast [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Obligated to pay contingent consideration of maximum earn-out | $ 60,000,000 | $ 60,000,000 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying value of convertible notes | $ 901,400,000 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Schedule of Marketable Debt Securities Classified as Available-for-sale (Details) - OAK Street Health Inc and Affiliates [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Marketable Securities [Line Items] | |
Amortized cost | $ 672.5 |
Net unrealized gains (losses) | (1.4) |
Fair value | 671.1 |
Commercial Paper [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 120.9 |
Net unrealized gains (losses) | (0.1) |
Fair value | 120.8 |
U.S. Treasury Obligations [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 26 |
Net unrealized gains (losses) | 0 |
Fair value | 26 |
Corporate Bonds [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 413.4 |
Net unrealized gains (losses) | (1.1) |
Fair value | 412.3 |
Asset-backed Securities [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 99.4 |
Net unrealized gains (losses) | (0.2) |
Fair value | 99.2 |
Other [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 12.8 |
Net unrealized gains (losses) | 0 |
Fair value | $ 12.8 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 16, 2021USD ($) | Dec. 31, 2021USD ($)Day$ / sharesshares | Dec. 31, 2020$ / shares | Aug. 31, 2020$ / shares |
Debt Instrument [Line Items] | ||||
Capped call transactions expiry date | Mar. 12, 2026 | |||
Number of share subject to anti-dilution adjustments | shares | 11,622,176 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Amortization of debt Issuance Costs | $ 3.5 | |||
Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price per share | $ / shares | $ 79.16 | |||
Closing stock price | 130.00% | |||
Consecutive trading days | Day | 10 | |||
Redemption price equal to principal amount | 100.00% | |||
Aggregate principal amount | $ 150 | |||
Capped call transactions | $ 123.6 | |||
Conversion price cap initially equal | $ / shares | $ 138.8750 | |||
Convertible Senior Notes [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Closing stock price | 130.00% | |||
Convertible Senior Notes [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Closing stock price | 98.00% | |||
Conversion price trading days | Day | 20 | |||
Consecutive trading days | Day | 30 | |||
OAK Street Health Inc and Affiliates [Member] | ||||
Debt Instrument [Line Items] | ||||
Net proceeds to pay capped call transaction | $ 901.4 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
OAK Street Health Inc and Affiliates [Member] | Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 920 | |||
Long term debt variable interest rate percentage | 0.00% | |||
Option to purchase additional convertible senior notes | $ 120 | |||
Debt issuance cost | 22.1 | |||
Total proceeds received | 897.9 | |||
Net proceeds to pay capped call transaction | $ 123.6 | |||
Convertible notes unsecured obligation mature date | Mar. 15, 2026 | |||
OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables | Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion rate | 12.6328 | |||
Debt conversion principal amount | $ 1,000 | |||
Conversion price per share | $ / shares | $ 79.16 | |||
OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables | Maximum [Member] | Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares issuable subject to increase in conversion rate | shares | 16,561,656 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Instruments (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Millions | Dec. 31, 2021USD ($) |
Principal | $ 920 |
Less: debt issuance costs, net of amortization | (18.6) |
Net carrying amount | 901.4 |
Capped Call Transactions [Member] | |
Capped call transactions | $ 123.6 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease, Remaining lease term | 30 years | |
Operating Lease, Right-of-Use Asset | $ 65.6 | |
Operating lease right-of-use assets (Humana comprised $70.9 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 0 | |
Lease and rent expense | $ 20.1 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of December 31, 2021 and December 31, 2020, respectively) | 13.5 | |
Humana License Fee [Member] | ||
Lease and rent expense | $ 7.9 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 21.2 |
Variable lease cost | 18.9 |
Total lease cost | $ 40.1 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 9 years 10 months 24 days |
Weighted-average discount rate | 4.17% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non Cancelable Operating Leases (Details) $ in Millions | Dec. 31, 2021USD ($) | |
Leases [Abstract] | ||
2022 | $ 25.3 | |
2023 | 24.4 | |
2024 | 22.4 | |
2025 | 21 | |
2026 | 20.9 | |
2027 | 21.3 | |
Thereafter | 91.1 | |
Total lease payments | 226.4 | |
Less: imputed interest | (47.1) | |
Total operating lease liabilities | 179.3 | |
Operating lease liabilities, current | $ 15.1 | [1] |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities (Humana comprised $19.3 and $4.6 as of December 31, 2021 and December 31, 2020, respectively) | |
Long-term operating lease liabilities (Humana comprised $66.0 and $0.0 as of December 31, 2021 and December 31, 2020, respectively) | $ 164.2 | |
Total operating lease liabilities | $ 179.3 | |
[1] | Included in other liabilities on the consolidated balance sheet |
Redeemable Investor Units - Add
Redeemable Investor Units - Additional Information (Detail) - USD ($) | Feb. 29, 2020 | Aug. 31, 2020 | May 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||||
Number of shares issued upon conversion | 12,472,242 | |||||
Deemed dividend | $ 103,600,000 | |||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 184,787,783 | |||||
Total carrying value | $ 545,000,000 | |||||
Investor Units Dividend Declared | $ 0 | $ 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 | |||||
Payments Of Stock Issuance Costs | $ 5,600,000 | |||||
Investor Units III-E [Member] | Redeemable Investor Units [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Proceeds From Issuance Of Investor Units | $ 230,000,000 | |||||
OAK Street Health Inc and Affiliates [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Business acquisition, equity interest issued or issuable, number of shares | 268,817 | |||||
OAK Street Health Inc and Affiliates [Member] | Redeemable Investor Units [Member] | ||||||
Temporary Equity [Line Items] | ||||||
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] | ||||||
Issuance of Series I, II and III Investor Units (In Shares) | 25,518 | |||||
Shares Issued, Price Per Share | $ 58.78 | |||||
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 | |||||
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 | 37,884,061 | ||||
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 Investor Units Activity (Detail) - shares | Aug. 10, 2020 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||||
Conversion | (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 | |||
Issued | 1,471,623 | |||
Conversion | (200,286,312) | (12,472,242) | ||
Ending Balance | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units I [Member] | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | 382,572 | |||
Conversion | (382,572) | |||
Ending Balance | 382,572 | |||
OAK Street Health Inc and Affiliates [Member] | Investor Units II [Member] | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | 509,796 | |||
Conversion | (509,796) | |||
Ending Balance | 509,796 | |||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-A [Member] | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | 7,915,830 | |||
Conversion | (7,915,830) | |||
Ending Balance | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-B [Member] | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | 568,613 | |||
Conversion | (568,613) | |||
Ending Balance | 568,613 | |||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-C [Member] | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | 747,661 | |||
Conversion | (747,661) | |||
Ending Balance | 747,661 | |||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-D [Member] | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | 876,147 | |||
Conversion | (876,147) | |||
Ending Balance | 876,147 | |||
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_2
Redeemable Investor Units - Summary of Dividends Preferred Stock (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||
Units | 11,000,619 | |
Total | $ 103.6 | $ 76.4 |
Investor Units I [Member] | ||
Temporary Equity [Line Items] | ||
Units | 382,572 | 382,572 |
Per Unit | $ 8.53 | $ 7.60 |
Total | $ 3.3 | $ 2.9 |
Investor Units II [Member] | ||
Temporary Equity [Line Items] | ||
Units | 509,796 | 509,796 |
Per Unit | $ 10.15 | $ 8.95 |
Total | $ 5.2 | $ 4.6 |
Investor Units III-A – Issued prior to December 1, 2015 [Member] | ||
Temporary Equity [Line Items] | ||
Units | 1,872,409 | 1,872,409 |
Per Unit | $ 10.48 | $ 9.09 |
Total | $ 19.6 | $ 17 |
Investor Units III-A – Issued after December 1,2015 [Member] | ||
Temporary Equity [Line Items] | ||
Units | 6,043,421 | 6,043,421 |
Per Unit | $ 7.90 | $ 6.34 |
Total | $ 47.7 | $ 38.3 |
Investor Units III-B [Member] | ||
Temporary Equity [Line Items] | ||
Units | 568,613 | 568,613 |
Per Unit | $ 5.51 | $ 4.06 |
Total | $ 3.1 | $ 2.3 |
Investor Units III-C [Member] | ||
Temporary Equity [Line Items] | ||
Units | 747,661 | 747,661 |
Per Unit | $ 11.34 | $ 8.14 |
Total | $ 8.5 | $ 6.1 |
Investor Units III-D [Member] | ||
Temporary Equity [Line Items] | ||
Units | 876,147 | 876,147 |
Per Unit | $ 8.98 | $ 5.89 |
Total | $ 7.9 | $ 5.2 |
Investor Units III-E [Member] | ||
Temporary Equity [Line Items] | ||
Units | 1,471,623 | |
Per Unit | $ 5.64 | |
Total | $ 8.3 |
Stockholders' Equity_ Members_3
Stockholders' Equity/ Members' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Apr. 27, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Limited Liability Company Llc Members Equity [Line Items] | |||||
Number of units converted | 3,456,634 | ||||
Conversion of redeemable preferred stock into common stock | 38,111,001 | ||||
Conversion of common stock shares issued upon conversion | 12,472,242 | ||||
Reclassification of members capital | $ 7 | ||||
Common stock, par value | $ 0.001 | $ 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 | ||||
Tender Offer Expiration Date | Apr. 27, 2020 | ||||
Limited Liability Company (LLC) Common Unit Tendered Value | $ 20 | $ 20 | |||
Limited Liability Company (LLC) Common Units, Price Per Unit | $ 156.29 | ||||
Threshold Percentage On Transfer Of Common Units | 10.00% | ||||
Additional unit based compensation expense | 0.6 | ||||
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 | 13.5 | ||||
OAK Street Health Inc and Affiliates [Member] | Members' Capital [Member] | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Repurchase Of Units During The Period Tender Offer Value | $ (5.9) | ||||
IPO [Member] | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Preferred stock authorized | 50,000,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Preferred stock, shares issued | 0 | ||||
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 | 37,884,061 | |||
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 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 |
Stockholders' Equity_ Members_4
Stockholders' Equity/ Members' Deficit - Summary of Common Stock/Units Outstanding (Detail) - shares | Aug. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 240,756,714 | 2,530,864 | |
Granted | 1,095,067 | ||
Tender Offer | (131,151) | ||
Exercised | 4,979 | ||
Repurchased/Forfeited | (153,945) | ||
Conversion of pre-IPO units | 15,928,876 | (3,456,634) | |
Conversion common stock | 222,898,784 | ||
Initial Public Offering | 17,968,750 | ||
Forfeited | (203,504) | ||
Vested | 65,432 | ||
Options Exercised and Issuance of Common Stock under ESPP | 318,823 | ||
Balance | 240,937,465 | 240,756,714 | |
Founders Units [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Balance | 606,313 | ||
Tender Offer | (107,208) | ||
Conversion of pre-IPO units | (499,105) | ||
Incentive Units [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Balance | 13,755 | ||
Tender Offer | (1,142) | ||
Conversion of pre-IPO units | (12,613) | ||
Profits Interest [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Balance | 1,910,796 | ||
Granted | 1,095,067 | ||
Tender Offer | (22,801) | ||
Repurchased/Forfeited | (38,146) | ||
Conversion of pre-IPO units | (2,944,916) | ||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Balance | 240,756,714 | ||
Exercised | 4,979 | ||
Repurchased/Forfeited | (115,799) | ||
Conversion common stock | 222,898,784 | ||
Initial Public Offering | 17,968,750 | ||
Forfeited | (203,504) | ||
Vested | 65,432 | ||
Options Exercised and Issuance of Common Stock under ESPP | 318,823 | ||
Balance | 240,937,465 | 240,756,714 |
Stockholders' Equity_ Members_5
Stockholders' Equity/ Members' Deficit - Summary of Common Stock/Units Outstanding (Parenthetical) (Detail) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 |
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | $ 0.001 | $ 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 | 0.001 | $ 0.001 | |
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] $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 131,151 |
Total Purchase Price (millions) | $ | $ 20 |
Founders Units [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 107,208 |
Purchase Price per Unit | $ / shares | $ 156.29 |
Total Purchase Price (millions) | $ | $ 16.8 |
Incentive Units [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 1,142 |
Purchase Price per Unit | $ / shares | $ 156.29 |
Total Purchase Price (millions) | $ | $ 0.1 |
Profits Interest [Member] | Hurdle Value One [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 17,622 |
Purchase Price per Unit | $ / shares | $ 136.04 |
Total Purchase Price (millions) | $ | $ 2.4 |
Profits Interest [Member] | Hurdle Value Two [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 3,684 |
Purchase Price per Unit | $ / shares | $ 129.91 |
Total Purchase Price (millions) | $ | $ 0.5 |
Profits Interest [Member] | Hurdle Value Three [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 1,495 |
Purchase Price per Unit | $ / shares | $ 126.90 |
Total Purchase Price (millions) | $ | $ 0.2 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Hurdle Value One [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | $ 265,158 | $ 265,200 | $ 234,800 |
Hurdle Value Two [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | 346,107 | 346,100 | 306,700 |
Hurdle Value Three [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Hurdle Value | 386,277 | $ 386,300 | $ 342,300 |
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 Millions | Aug. 05, 2020 | Jan. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of options exercised | $ 1.9 | $ 0.4 | ||||
Fair value of options | 10 | 90.1 | ||||
Non-vested Awards (RSAs, Options and RSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 144.3 | $ 274.2 | ||||
Unrecognized compensation expense, period of recognition | 1 year 3 months 18 days | 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) | 259,579 | 6,607 | ||||
Unit Options Outstanding | 14,945,556 | 14,958,969 | ||||
Equity instruments other than options grants in period | 1,095,067 | |||||
Risk free rate | 0.83% | 1.58% | ||||
Volatility rate | 49.55% | 35.00% | ||||
Time to liquidity event | 2 years 2 months 8 days | |||||
Stock and Unit-based compensation expense | $ 162.7 | $ 77.7 | $ 3.9 | |||
OAK Street Health Inc and Affiliates [Member] | Corporate, General and Administrative Expenses | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock and Unit-based compensation expense | 156.4 | 77.3 | ||||
OAK Street Health Inc and Affiliates [Member] | Sales and Marketing | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock and Unit-based compensation expense | 3.4 | 0.1 | ||||
OAK Street Health Inc and Affiliates [Member] | Cost of Care [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock and Unit-based compensation expense | 1.6 | |||||
OAK Street Health Inc and Affiliates [Member] | Restricted Stock Units (RSUs) | RSAs and Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock and Unit-based compensation expense | 161.4 | 77.4 | $ 3.7 | |||
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 expense | $ 116.3 | $ 49.5 | ||||
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] | ||||||
Issuance of common stock under the employee purchase plan (In Shares) | 62,575 | |||||
Exercise of Options (In Shares) | 259,579 | 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 | |||||
Percentage increase in stock that can potentially occur related to ESPP | 1.00% | |||||
Share based compensation arrangement by share based payment award payroll deduction percentage on employee subscription | 15.00% | |||||
Share based compensation arrangement by share based 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] | ||||||
Issuance of common stock under the employee purchase plan (In Shares) | 62,575 | 125,859 | ||||
Twenty Twenty Employee Stock Purchase Plan [Member] | Common Stock [Member] | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Issuance of common stock under the employee purchase plan (In Shares) | 63,284 | |||||
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 | |||||
Unit Options Outstanding | 0 | 2,000 | ||||
Stock exercise price per unit | $ 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 |
Stock And Unit-Based Compensa_4
Stock And Unit-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 21.01 | |
Weighted Average Exercise Price, Conversion | $ 21 | |
Weighted Average Exercise Price, Granted | 59.15 | 21.24 |
Weighted Average Exercise Price, Exercised | 21.02 | 21 |
Weighted Average Exercise Price, Cancelled | 23.75 | 21.05 |
Weighted Average Exercise Price, Outstanding Ending Balance | 21.89 | $ 21.01 |
Weighted Average Exercise Price, Exercisable as of December 31, 2021 | $ 21.01 | |
OAK Street Health Inc and Affiliates [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options, Outstanding Beginning Balance | 14,958,969 | |
Conversion | 14,313,416 | |
Granted | 352,649 | 694,350 |
Exercised | (259,579) | (6,607) |
Forfeitures – Profits Interests (In Shares) | (106,483) | (42,190) |
Options, Outstanding Ending Balance | 14,945,556 | 14,958,969 |
Options Exercisable as of December 31, 2021 | 4,924,527 | |
Weighted Average Contractual Term Remaining (in years) | 8 years 7 months 9 days | 9 years 7 months 6 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of December 31, 2021 | 8 years 7 months 6 days | |
Aggregate Intrinsic Value | $ 177.2 | $ 600.6 |
Aggregate Intrinsic Value, Option Exercisable as of December 31, 2021 | $ 59.8 |
Stock And Unit-Based Compensa_5
Stock And Unit-Based Compensation - Schedule of Valuation of Stock Options (Detail) - OAK Street Health Inc and Affiliates [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.83% | 1.58% |
Volatility | 49.55% | 35.00% |
Expected term to expiration (years) | 6 years 3 months | |
Expected dividend yield | 0.00% | |
Estimated fair value | $ 28.29 |
Stock And Unit-Based Compensa_6
Stock And Unit-Based Compensation - Summary of Restricted Stock Awards (RSA) (Detail) - Restricted Stock Awards R S A - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning balance | 21,599,118 | |
Conversion | 22,612,472 | |
Vested | (5,304,624) | (897,555) |
Canceled and forfeited | (203,504) | (115,799) |
Ending balance | 16,090,990 | 21,599,118 |
Beginning balance | $ 11.77 | |
Conversion | $ 11.44 | |
Vested | 2.77 | 3.22 |
Canceled and forfeited | 14.29 | 13.41 |
Ending balance | $ 14.71 | $ 11.77 |
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, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 1,910,796 | ||
Granted | 1,095,067 | ||
Vested | 271,710 | ||
Canceled and forfeited | (60,947) | ||
Conversion-Profits Interests | (2,944,916) | ||
Ending balance | 1,910,796 | ||
Vested outstanding -Profits Interests | 389,531 | ||
Beginning balance | $ 12.68 | ||
Granted | 55.03 | ||
Vested | 8.96 | ||
Canceled and forfeited | 9.75 | ||
Conversion | $ 28.49 | ||
Ending balance | $ 12.68 | ||
Hurdle Value One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 111,076 | ||
Ending balance | 111,076 | ||
Hurdle Value | $ 265,200 | $ 234,800 | $ 265,158 |
Hurdle Value Two [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 160,492 | ||
Ending balance | 160,492 | ||
Hurdle Value | $ 346,100 | $ 306,700 | 346,107 |
Hurdle Value Three [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 45,275 | ||
Ending balance | 45,275 | ||
Hurdle Value | $ 386,300 | $ 342,300 | $ 386,277 |
Hurdle Value Four [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 265,374 | ||
Ending balance | 265,374 | ||
Hurdle Value | $ 685,400 | $ 609,000 | |
Hurdle Value Five [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 462,292 | ||
Ending balance | 462,292 | ||
Hurdle Value | $ 782,400 | $ 645,000 | |
Hurdle Value Six [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 521,225 | ||
Ending balance | 521,225 | ||
Hurdle Value | $ 922,500 | $ 697,700 | |
Hurdle Value Seven [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 345,062 | ||
Ending balance | 345,062 | ||
Hurdle Value | $ 1,582,500 | $ 1,310,000 | |
Hurdle Value Eight [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 1,910,796 | ||
Ending balance | 1,910,796 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 20, 2021 | |
Income tax benefit | $ (1,900,000) | ||||
OAK Street Health Inc and Affiliates [Member] | |||||
Income tax at federal statutory rates | 21.00% | 21.00% | 21.00% | ||
Income tax benefit | $ (1,900,000) | $ (1,900,000) | |||
Federal income taxes | 1,500,000 | ||||
State income taxes | 400,000 | ||||
Unrecognized tax benefits | 0 | 0 | $ 0 | $ 0 | |
Valuation allowance | (159,400,000) | (159,400,000) | (85,800,000) | ||
Increase in valuation allowance | $ 73,600,000 | ||||
Percentage of annual usage limitation on net operating loss carryforward | 80.00% | ||||
Amount accrued for interest or penalties | 0 | $ 0 | $ 0 | ||
OAK Street Health Inc and Affiliates [Member] | Rubicon [Member] | |||||
Income tax benefit | (1,900,000) | ||||
Percentage of shares acquired | 100.00% | ||||
OAK Street Health Inc and Affiliates [Member] | Federal [Member] | |||||
Operating loss carryforwards | 486,600,000 | 486,600,000 | |||
OAK Street Health Inc and Affiliates [Member] | Federal [Member] | Rubicon [Member] | |||||
Operating loss carryforwards | $ 35,000,000 | ||||
OAK Street Health Inc and Affiliates [Member] | Federal [Member] | Earliest Tax Year [Member] | |||||
Operating loss carryforwards | 61,200,000 | $ 61,200,000 | |||
Operating loss carryforwards, expiration beginning year | 2035 | ||||
OAK Street Health Inc and Affiliates [Member] | Federal [Member] | Latest Tax Year [Member] | |||||
Operating loss carryforwards | 425,400,000 | $ 425,400,000 | |||
OAK Street Health Inc and Affiliates [Member] | State [Member] | |||||
Operating loss carryforwards | $ 428,700,000 | $ 428,700,000 | |||
Operating loss carryforwards, expiration beginning year | 2032 | ||||
Operating loss carryforwards, expiration ending year | 2040 | ||||
OAK Street Health Inc and Affiliates [Member] | State [Member] | Rubicon [Member] | |||||
Operating loss carryforwards | $ 25,000,000 | ||||
OAK Street Health Inc and Affiliates [Member] | Continuing Operations [Member] | |||||
Increase in valuation allowance | $ 64,300,000 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax provision (benefit) | ||||
Total current income tax benefit | $ (1.9) | |||
OAK Street Health Inc and Affiliates [Member] | ||||
Income tax provision (benefit) | ||||
At statutory rate | (87.5) | $ (40.3) | $ (22.5) | |
State taxes | (12.4) | (2.4) | (2.3) | |
State valuation allowance | 12 | 2.4 | 2.3 | |
Federal valuation allowance | 52 | 16.7 | 10.2 | |
Stock based compensation | 30 | 15.7 | ||
Partnership book losses not subject to tax | 5.6 | 7.5 | $ 12.3 | |
Deferred Tax True-Up | (3.7) | |||
Permanent items | 2.1 | $ 0.4 | ||
Total current income tax benefit | $ (1.9) | $ (1.9) |
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 Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Federal net operating loss carryforwards | $ 102.2 | $ 45.8 |
State net operating loss carryforwards | 30.3 | 15.2 |
Deferred revenue | 7.4 | 3.8 |
Reserves and accruals | 0.3 | 0.5 |
Stock based compensation | 3.7 | 0.8 |
Interest expense limitation | 4.6 | 4.8 |
Deferred rent | 5.5 | 5.3 |
IBNR reserve | 0.9 | 5.4 |
Payroll accruals | 8.4 | 8.8 |
Allowance for doubtful accounts | 0.8 | 1.8 |
Accrued professional fees | 0.3 | 0.8 |
Other intangibles | 2.5 | |
Total deferred tax assets | 166.9 | 93 |
Valuation allowance | (159.4) | (85.8) |
Net deferred income tax assets | 7.5 | 7.2 |
Deferred income tax liabilities: | ||
Other intangibles | (2.2) | (0.3) |
Fixed assets | (1.1) | (4.2) |
Prepaids | (1.8) | (1.4) |
Outside basis difference in a partnership | (2.4) | (1.3) |
Net deferred income tax liabilities | $ (7.5) | $ (7.2) |
Variable Interest Entities - Su
Variable Interest Entities - Summary of VIE Assets and Liabilities and Performance for the Physician Groups (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||||||||
Total assets | $ 1,841.1 | $ 781 | $ 1,841.1 | $ 781 | |||||||
Total liabilities | 1,785.1 | 357.8 | 1,785.1 | 357.8 | |||||||
Total revenues | 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | 248.7 | $ 217.9 | $ 214.4 | $ 201.8 | 1,432.6 | 882.8 | $ 556.6 |
Total operating expenses | 535.6 | $ 498.1 | $ 452.4 | $ 360.5 | 339.5 | $ 273.3 | $ 238.8 | $ 214.7 | 1,846.6 | 1,066.3 | 660.5 |
Variable Interest Entity, Primary Beneficiary [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Total assets | 596.2 | 286.1 | 596.2 | 286.1 | |||||||
Total liabilities | $ 564.4 | $ 332.1 | 564.4 | 332.1 | |||||||
Total revenues | 1,424.4 | 865.3 | 549 | ||||||||
Total operating expenses | 1,256.6 | 679.7 | 424.5 | ||||||||
Variable Interest Entity, Primary Beneficiary [Member] | Medical Claims Expense [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Cost of providing patient care in relation to revenue waived | 1,107.4 | 615.9 | 383.4 | ||||||||
Variable Interest Entity, Primary Beneficiary [Member] | Cost of Care, Excluding Depreciation and Amortization [Member] | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Cost of providing patient care in relation to revenue waived | $ 149.2 | $ 63.8 | $ 41.1 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Related party transactions, medical claims expenses | $ 0.2 | $ 0.3 | $ 0.3 |
OAK Street Health Inc and Affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Liability for unpaid claims | $ 556.3 | 262.1 | 170.6 |
OAK Street Health Inc and Affiliates [Member] | Humana [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of common stock hold by related parties | 5.00% | ||
Liability for unpaid claims | $ 99.1 | $ 78.5 | |
OAK Street Health Inc and Affiliates [Member] | Corporate Joint Venture [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage in joint ventures | 49.90% | ||
Revenue from related parties | $ 11.3 | 1.3 | |
Due from related parties | 10 | ||
Related party transactions, medical claims expenses | 10.6 | $ 1.1 | |
Liability for unpaid claims | $ 11.1 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transactions (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets: | ||||
Operating lease right-of-use assets | $ 0 | |||
Other liabilities | ||||
Operating lease liabilities, current | [1] | $ 15.1 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities (Humana comprised $19.3 and $4.6 as of December 31, 2021 and December 31, 2020, respectively) | |||
Long-term operating lease liabilities | $ 164.2 | |||
Deferred rent | $ 13.5 | |||
OAK Street Health Inc and Affiliates [Member] | ||||
Assets: | ||||
Other receivables | 3.1 | 7.6 | ||
Capitated accounts receivables | 559.4 | 248.9 | ||
Operating lease right-of-use assets | 157.7 | |||
Liabilities: | ||||
Liability for unpaid claims | 556.3 | 262.1 | $ 170.6 | |
Other liabilities | ||||
Long-term operating lease liabilities | 164.2 | |||
Deferred rent | 13.5 | |||
Equity: | ||||
Additional paid-in capital | 1,017.9 | 971.8 | ||
OAK Street Health Inc and Affiliates [Member] | Humana [Member] | ||||
Assets: | ||||
Other receivables | 0.2 | 0 | ||
Capitated accounts receivables | 105 | 65.7 | ||
Operating lease right-of-use assets | 70.9 | |||
Liabilities: | ||||
Liability for unpaid claims | 99.1 | 78.5 | ||
Other liabilities | ||||
Short-term license fees | 6.3 | 0.6 | ||
Short-term contract liability | 6.2 | $ 4 | ||
Operating lease liabilities, current | $ 6.8 | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities (Humana comprised $19.3 and $4.6 as of December 31, 2021 and December 31, 2020, respectively) | Other liabilities (Humana comprised $19.3 and $4.6 as of December 31, 2021 and December 31, 2020, respectively) | ||
Long-term operating lease liabilities | $ 66 | |||
Deferred rent | $ 0.8 | |||
Other long-term liabilities: | ||||
Long-term license fees | 15.4 | 7.4 | ||
Long-term contract liability | 27.7 | 12.7 | ||
Equity: | ||||
Additional paid-in capital | $ 50 | $ 50 | ||
[1] | Included in other liabilities on the consolidated balance sheet |
Related Parties - Schedule of_2
Related Parties - Schedule of Related Party Transactions (Detail 1) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | $ 248.7 | $ 217.9 | $ 214.4 | $ 201.8 | $ 1,432.6 | $ 882.8 | $ 556.6 |
Humana [Member] | |||||||||||
Expenses: | |||||||||||
Mediclaim expenses | 380.5 | 254.9 | 211.6 | ||||||||
Cost of care: | |||||||||||
License fee expense | 3.1 | 2.7 | 2.1 | ||||||||
Rent expense | 7.4 | 2.9 | 1.5 | ||||||||
Capitated Revenue [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 382.4 | $ 376.7 | $ 346.7 | $ 291.2 | $ 234.9 | $ 211.8 | $ 208 | $ 196.6 | 1,397 | 851.3 | 539.9 |
Capitated Revenue [Member] | Humana [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Performance obligations revenue recognised | 506.7 | 385.7 | 307.9 | ||||||||
Care Coordination Revenue Earned [Member] | Humana [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Performance obligations revenue recognised | 5.4 | 3.2 | 2.4 | ||||||||
Fee For Service Revenue [Member] | Humana [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Performance obligations revenue recognised | $ 1.1 | $ 0.4 | $ 0.6 |
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 Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||||
Numerator: | ||||||||||||||||||
Net loss | $ (414.6) | $ (219.3) | ||||||||||||||||
Less: Net loss attributable to non-controlling interests | $ (1.7) | $ (0.6) | $ (2.3) | $ (0.6) | $ (3.6) | $ (0.1) | $ (0.1) | $ (0.3) | (5.2) | (4.1) | $ (1.6) | |||||||
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO | (27.2) | $ (29.4) | ||||||||||||||||
Net loss attributable to OSH Inc. stockholders | $ (409.4) | $ (120.5) | ||||||||||||||||
Denominator: | ||||||||||||||||||
Weighted average common stock outstanding - basic and diluted | [1] | 222,553,237 | 218,825,324 | |||||||||||||||
Net loss per share – basic and diluted | $ (0.62) | [2] | $ (0.49) | [2] | $ (0.44) | [2] | $ (0.29) | [2] | $ (0.40) | [2] | $ (0.15) | [2] | $ (1.84) | $ (0.55) | ||||
IPO [Member] | ||||||||||||||||||
Numerator: | ||||||||||||||||||
Less: Net loss attributable to non-controlling interests | $ (67.5) | |||||||||||||||||
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO | $ (27.2) | |||||||||||||||||
[1] | Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO that was completed on August 10, 2020. | |||||||||||||||||
[2] | Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO (See Note 2). |
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] - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Computation of diluted net loss per share | 43,309,800 | 36,774,891 | |
Stock Options [Member] | |||
Computation of diluted net loss per share | 14,945,556 | 14,958,969 | |
Restricted Stock Units (RSUs) | |||
Computation of diluted net loss per share | 587,794 | 216,804 | |
Restricted Stock Awards R S A | |||
Computation of diluted net loss per share | 16,090,990 | 21,599,118 | |
Employee Stock Purchase Plan [Member] | |||
Computation of diluted net loss per share | 63,284 | ||
Convertible Senior Notes [Member] | |||
Computation of diluted net loss per share | [1] | 11,622,176 | |
[1] | The Company entered into capped call transactions to mitigate the impact of potential economic dilution to our common stock upon any conversion of our Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes up to a cap price of $138.8750 per share. See Note 8 for further details on the capped call transactions. |
Net Loss Per Share - Summary _3
Net Loss Per Share - Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Earnings Per Share [Abstract] | |
Conversion price cap initially equa | $ 138.8750 |
Quarterly Financial Informati_3
Quarterly Financial Information (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||||
Other (expense)/income: | |||||||||||||||||
Provision for income taxes | $ (1.9) | ||||||||||||||||
Net loss | (414.6) | $ (192.1) | $ (109.5) | ||||||||||||||
OAK Street Health Inc and Affiliates [Member] | |||||||||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||||||||
Total revenues | $ 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | $ 248.7 | $ 217.9 | $ 214.4 | $ 201.8 | 1,432.6 | 882.8 | 556.6 | ||||||
Operating expenses: | |||||||||||||||||
Sales and marketing | 38.9 | 30.5 | 25.9 | 24.1 | 26.8 | 15.5 | 10.1 | 11.8 | 119.4 | 64.2 | 46.2 | ||||||
Corporate, general and administrative expenses | 82.4 | 77 | 74.2 | 73.1 | 73.1 | 57.1 | 31 | 24.4 | 306.7 | 185.6 | 79.6 | ||||||
Depreciation and amortization | 6.1 | 4.5 | 3.9 | 3.3 | 3.1 | 2.9 | 2.7 | 2.5 | 17.8 | 11.2 | 7.8 | ||||||
Total operating expenses | 535.6 | 498.1 | 452.4 | 360.5 | 339.5 | 273.3 | 238.8 | 214.7 | 1,846.6 | 1,066.3 | 660.5 | ||||||
Loss from operations | (141.5) | (109.4) | (99.3) | (63.8) | (90.8) | (55.4) | (24.4) | (12.9) | (414) | (183.5) | (103.9) | ||||||
Other (expense)/income: | |||||||||||||||||
Interest expense, net | (0.7) | (0.6) | (1) | (0.2) | 0.1 | (4) | (2.4) | (2.4) | |||||||||
Other | (0.1) | 0.1 | 0.1 | 0.1 | 0.1 | ||||||||||||
Total other (expense) | (0.7) | (0.6) | (1) | (0.2) | (3.9) | (2.4) | (2.3) | (2.5) | (8.6) | (5.6) | |||||||
Income before income taxes and non-controlling interests | (142.2) | (110) | (100.3) | (64) | (90.8) | (59.3) | (26.8) | (15.2) | (416.5) | (192.1) | (109.5) | ||||||
Provision for income taxes | (1.9) | (1.9) | |||||||||||||||
Net loss | (140.3) | (110) | (100.3) | (64) | (90.8) | (59.3) | (26.8) | (15.2) | (414.6) | (192.1) | (109.5) | ||||||
Net loss attributable to non-controlling interests | 1.7 | 0.6 | 2.3 | 0.6 | 3.6 | 0.1 | 0.1 | 0.3 | 5.2 | 4.1 | 1.6 | ||||||
Net loss attributable to Oak Street Health, Inc. | $ (138.6) | $ (109.4) | $ (98) | $ (63.4) | $ (87.2) | $ (59.2) | (26.7) | (14.9) | $ (409.4) | $ (188) | (107.9) | ||||||
Net loss per share – basic and diluted | $ (0.62) | [1] | $ (0.49) | [1] | $ (0.44) | [1] | $ (0.29) | [1] | $ (0.40) | [1] | $ (0.15) | [1] | $ (1.84) | $ (0.55) | |||
OAK Street Health Inc and Affiliates [Member] | Medical Claims Expenses [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Cost of providing patient care in relation to revenue waived | $ 318.1 | $ 309.8 | $ 281.4 | $ 199.7 | $ 175.5 | $ 154.6 | 155.5 | 132.2 | |||||||||
OAK Street Health Inc and Affiliates [Member] | Cost of Care [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Cost of providing patient care in relation to revenue waived | 90.1 | 76.3 | 67 | 60.3 | 61 | 43.2 | 39.5 | 43.8 | |||||||||
OAK Street Health Inc and Affiliates [Member] | Capitated Revenue [Member] | |||||||||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||||||||
Total revenues | 382.4 | 376.7 | 346.7 | 291.2 | 234.9 | 211.8 | 208 | 196.6 | $ 1,397 | $ 851.3 | 539.9 | ||||||
OAK Street Health Inc and Affiliates [Member] | Other Revenue [Member] | |||||||||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||||||||
Total revenues | $ 11.7 | $ 12 | $ 6.4 | $ 5.5 | $ 13.8 | $ 6.1 | $ 6.4 | $ 5.2 | $ 35.6 | $ 31.5 | $ 16.7 | ||||||
[1] | Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO (See Note 2). |