Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Oak Street Health, Inc. |
Entity Central Index Key | 0001564406 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
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 Address, Postal Zip Code | 60603 |
City Area Code | 312 |
Local Phone Number | 733-9730 |
Entity Tax Identification Number | 84-3446686 |
Consolidated Balance sheets
Consolidated Balance sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Long-term assets: | ||
Total assets | $ 0 | |
Long-term liabilities: | ||
Commitments and contingencies | ||
Redeemable investor units, aggregate liquidation preference of $0 and $397,009 as of September 30, 2020 and December 31, 2019, respectively (Humana comprised $0 and $55,084 as of September 30, 2020 and December 31, 2019, respectively) | $ 545,001,000 | |
Stockholders' equity/ members' deficit: | ||
Common Stock | 0 | |
Total stockholders' equity/ members' deficit allocated to the Company | 0 | |
OAK Street Health Inc and Affiliates [Member] | ||
Current assets: | ||
Cash | 474,631,000 | 33,987,000 |
Restricted cash | 10,391,000 | 8,266,000 |
Other patient service receivables, net (Humana comprised $22 and $66 as of September 30, 2020 and December 31, 2019, respectively) | 278,000 | 729,000 |
Capitated accounts receivable (Humana comprised $22,093 and $49,647 as of September 30, 2020 and December 31, 2019, respectively) | 224,175,000 | 167,429,000 |
Prepaid expenses | 9,424,000 | 1,382,000 |
Other current assets | 6,120,000 | 8,028,000 |
Total current assets | 725,019,000 | 219,821,000 |
Long-term assets: | ||
Property and equipment, net | 72,190,000 | 67,396,000 |
Security deposits | 1,388,000 | 1,494,000 |
Goodwill | 9,634,000 | 9,634,000 |
Intangible assets, net | 3,062,000 | 3,352,000 |
Other long-term assets | 86,000 | 125,000 |
Total assets | 811,379,000 | 301,822,000 |
Current liabilities: | ||
Accounts payable | 5,577,000 | 10,757,000 |
Accrued compensation and benefits | 23,434,000 | 28,610,000 |
Liability for unpaid claims (Humana comprised $60,103 and $58,916 as of September 30, 2020 and December 31, 2019, respectively) | 257,227,000 | 170,629,000 |
Other liabilities (Humana comprised $7,612 and $5,294 as of September 30, 2020 and December 31, 2019, respectively) | 22,111,000 | 11,001,000 |
Current portion of long-term debt | 18,507,000 | |
Total current liabilities | 308,349,000 | 239,504,000 |
Long-term liabilities: | ||
Deferred rent expense (Humana comprised $748 and $1,034 as of September 30, 2020 and December 31, 2019, respectively) | 13,317,000 | 12,901,000 |
Other long-term liabilities (Humana comprised $9,134 and $4,705 as of September 30, 2020 and December 31, 2019, respectively) | 18,769,000 | 10,816,000 |
Long-term debt, net of current portion | 62,840,000 | |
Total liabilities | 340,435,000 | 326,061,000 |
Commitments and contingencies | ||
Redeemable investor units, aggregate liquidation preference of $0 and $397,009 as of September 30, 2020 and December 31, 2019, respectively (Humana comprised $0 and $55,084 as of September 30, 2020 and December 31, 2019, respectively) | 320,639,000 | |
Stockholders' equity/ members' deficit: | ||
Members' capital, par value $0.01 per unit, 0 and 11,000,000 units authorized as of September 30, 2020 and December 31, 2019, respectively; 0 and 2,530,864 units issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 4,192,000 | |
Preferred stock, par value $0.001; 50,000,000 and 0 shares authorized as of September 30, 2020 and December 31, 2019, respectively; no shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
Common Stock | 241,000 | |
Additional paid-in capital (Humana comprised $49,987 and $0 as of September 30, 2020 and December 31, 2019, respectively) | 928,805,000 | |
Accumulated deficit | (468,730,000) | (354,355,000) |
Total stockholders' equity/ members' deficit allocated to the Company | 460,316,000 | (350,163,000) |
Non-controlling interests | 10,628,000 | 5,285,000 |
Total stockholders' equity/ members' deficit | 470,944,000 | (344,878,000) |
Total liabilities, redeemable investor units and stockholders' equity/ members' deficit | $ 811,379,000 | $ 301,822,000 |
Consolidated Balance sheets (Pa
Consolidated Balance sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Members capital par value or stated value per unit | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
OAK Street Health Inc and Affiliates [Member] | ||
Other patient service receivables, net (Humana comprised $22 and $66 as of September 30, 2020 and December 31, 2019, respectively) | $ 278 | $ 729 |
Capitated accounts receivable (Humana comprised $22,093 and $49,647 as of September 30, 2020 and December 31, 2019, respectively) | 224,175 | 167,429 |
Liability for unpaid claims (Humana comprised $60,103 and $58,916 as of September 30, 2020 and December 31, 2019, respectively) | 257,227 | 170,629 |
Other liabilities (Humana comprised $7,612 and $5,294 as of September 30, 2020 and December 31, 2019, respectively) | 22,111 | 11,001 |
Deferred rent expense (Humana comprised $748 and $1,034 as of September 30, 2020 and December 31, 2019, respectively) | 13,317 | 12,901 |
Other long-term liabilities (Humana comprised $9,134 and $4,705 as of September 30, 2020 and December 31, 2019, respectively) | 18,769 | 10,816 |
Temporary equity liquidation preference | $ 0 | $ 397,009 |
Members capital par value or stated value per unit | $ 0.01 | $ 0.01 |
Member units authorised | 0 | 11,000,000 |
Member Units Issued | 0 | 2,530,864 |
Member units outstanding | 0 | 2,530,864 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock authorized | 50,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 1,000 |
Common stock, shares issued | 240,828,714 | 0 |
Common stock, shares outstanding | 240,828,714 | 0 |
Additional paid-in capital (Humana comprised $49,987 and $0 as of September 30, 2020 and December 31, 2019, respectively) | $ 928,805 | |
OAK Street Health Inc and Affiliates [Member] | Humana [Member] | ||
Other patient service receivables, net (Humana comprised $22 and $66 as of September 30, 2020 and December 31, 2019, respectively) | 22 | $ 66 |
Capitated accounts receivable (Humana comprised $22,093 and $49,647 as of September 30, 2020 and December 31, 2019, respectively) | 22,093 | 49,647 |
Liability for unpaid claims (Humana comprised $60,103 and $58,916 as of September 30, 2020 and December 31, 2019, respectively) | 60,103 | 58,916 |
Other liabilities (Humana comprised $7,612 and $5,294 as of September 30, 2020 and December 31, 2019, respectively) | 7,612 | 5,294 |
Deferred rent expense (Humana comprised $748 and $1,034 as of September 30, 2020 and December 31, 2019, respectively) | 748 | 1,034 |
Other long-term liabilities (Humana comprised $9,134 and $4,705 as of September 30, 2020 and December 31, 2019, respectively) | 9,134 | 4,705 |
Temporary equity liquidation preference | 0 | 55,084 |
Common stock, value, outstanding | 13 | 0 |
Additional paid-in capital (Humana comprised $49,987 and $0 as of September 30, 2020 and December 31, 2019, respectively) | $ 49,987 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenues | $ 217,896 | $ 139,140 | $ 634,062 | $ 383,004 |
Operating expenses: | ||||
Sales and marketing | 15,474 | 12,002 | 37,447 | 31,930 |
Corporate, general and administrative expenses | 57,136 | 21,671 | 112,555 | 49,627 |
Depreciation and amortization | 2,881 | 2,053 | 8,059 | 5,634 |
Total operating expenses | 273,245 | 170,726 | 726,853 | 442,882 |
Loss from operations | (55,349) | (31,586) | (92,791) | (59,878) |
Other income/(expense) | ||||
Interest expense, net | (3,862) | (1,813) | (8,736) | (3,689) |
Other | 35 | (25) | 152 | 59 |
Total other expense | (3,827) | (1,838) | (8,584) | (3,630) |
Net loss | (59,176) | (33,424) | (101,375) | (63,508) |
Net loss attributable to non-controlling interests | 64 | 224 | 498 | 152 |
Net loss attributable to the Company | (59,112) | (33,200) | (100,877) | (63,356) |
Undeclared and deemed dividends (see Note 12) | (5,418) | (7,420) | (27,220) | (21,722) |
Net loss attributable to common stock/unitholders | $ (64,530) | (40,620) | $ (128,097) | (85,078) |
Weighted average common stock outstanding - basic and diluted1 | 218,261,866 | 218,261,866 | ||
Net loss per share – basic and diluted | $ (0.15) | $ (0.15) | ||
Medical Claims Expenses [Member] | ||||
Operating expenses: | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | $ 154,564 | 98,003 | $ 442,308 | 259,622 |
Cost of Care [Member] | ||||
Operating expenses: | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 43,190 | 36,997 | 126,484 | 96,069 |
Capitated Revenue [Member] | ||||
Total revenues | 211,789 | 133,073 | 616,376 | 371,456 |
Other Patient Service Revenue [Member] | ||||
Total revenues | $ 6,107 | $ 6,067 | $ 17,686 | $ 11,548 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - (Parenthetical) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenues | $ 217,896 | $ 139,140 | $ 634,062 | $ 383,004 |
Medical Claims Expenses [Member] | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 154,564 | 98,003 | 442,308 | 259,622 |
Medical Claims Expenses [Member] | Humana [Member] | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 62,152 | 54,998 | 185,970 | 154,370 |
Cost of Care [Member] | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 43,190 | 36,997 | 126,484 | 96,069 |
Cost of Care [Member] | Humana [Member] | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 1,518 | 868 | 3,924 | 2,362 |
Capitated Revenue [Member] | ||||
Total revenues | 211,789 | 133,073 | 616,376 | 371,456 |
Capitated Revenue [Member] | Humana [Member] | ||||
Total revenues | 92,271 | 77,358 | 286,125 | 226,771 |
Other Patient Service Revenue [Member] | ||||
Total revenues | 6,107 | 6,067 | 17,686 | 11,548 |
Other Patient Service Revenue [Member] | Humana [Member] | ||||
Total revenues | $ 858 | $ 674 | $ 2,449 | $ 2,243 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Investor Units and Stockholders' Equity/Members' (Deficit) - USD ($) $ in Thousands | Total | OAK Street Health Inc and Affiliates [Member] | OAK Street Health Inc and Affiliates [Member]Redeemable Investor Units [Member] | OAK Street Health Inc and Affiliates [Member]Members' Capital [Member] | OAK Street Health Inc and Affiliates [Member]Common Stock [Member] | OAK Street Health Inc and Affiliates [Member]Additional Paid-In Capital [Member] | OAK Street Health Inc and Affiliates [Member]Accumulated Deficit [Member] | OAK Street Health Inc and Affiliates [Member]Non-controlling Interest [Member] |
Redeemable Investor, Beginning balance at Dec. 31, 2018 | $ 319,139 | |||||||
Beginning balance at Dec. 31, 2018 | $ (241,810) | $ 463 | $ (246,493) | $ 4,220 | ||||
Beginning balance (In Shares) at Dec. 31, 2018 | 10,975,101 | 2,073,841 | ||||||
Issuance of Series I, II and III Investor Units | $ 1,500 | |||||||
Issuance of Series I, II and III Investor Units (In Shares) | 25,518 | |||||||
Issuance of Common Units | 495,995 | |||||||
Repurchases – Profits Interests | (11,292) | |||||||
Forfeitures – Profits Interests | (108) | $ (108) | ||||||
Forfeitures – Profits Interests (In Shares) | (22,589) | |||||||
Stock and Unit-Based Compensation | 1,942 | $ 1,942 | ||||||
Payments from Non-controlling Interest | 2,646 | 2,646 | ||||||
Net loss | (63,508) | (63,356) | (152) | |||||
Redeemable Investor, Ending balance at Sep. 30, 2019 | $ 320,639 | |||||||
Ending balance at Sep. 30, 2019 | (300,838) | $ 2,297 | (309,849) | 6,714 | ||||
Ending balance (In Shares) at Sep. 30, 2019 | 11,000,619 | 2,535,955 | ||||||
Redeemable Investor, Beginning balance at Dec. 31, 2018 | $ 319,139 | |||||||
Beginning balance at Dec. 31, 2018 | $ (241,810) | $ 463 | (246,493) | 4,220 | ||||
Beginning balance (In Shares) at Dec. 31, 2018 | 10,975,101 | 2,073,841 | ||||||
Issuance of Common Units | 25,518 | |||||||
Redeemable Investor, Ending balance at Dec. 31, 2019 | $ 320,639 | $ 320,639 | ||||||
Ending balance at Dec. 31, 2019 | (344,878) | $ 4,192 | (354,355) | 5,285 | ||||
Ending balance (In Shares) at Dec. 31, 2019 | 11,000,619 | 2,530,864 | ||||||
Redeemable Investor, Beginning balance at Jun. 30, 2019 | $ 320,639 | |||||||
Beginning balance at Jun. 30, 2019 | (268,707) | $ 1,004 | (276,649) | 6,938 | ||||
Beginning balance (In Shares) at Jun. 30, 2019 | 11,000,619 | 2,294,018 | ||||||
Issuance of Common Units | 251,500 | |||||||
Repurchases – Profits Interests | (3,305) | |||||||
Forfeitures – Profits Interests | (12) | $ (12) | ||||||
Forfeitures – Profits Interests (In Shares) | (6,258) | |||||||
Stock and Unit-Based Compensation | 1,305 | $ 1,305 | ||||||
Net loss | (33,424) | (33,200) | (224) | |||||
Redeemable Investor, Ending balance at Sep. 30, 2019 | $ 320,639 | |||||||
Ending balance at Sep. 30, 2019 | (300,838) | $ 2,297 | (309,849) | 6,714 | ||||
Ending balance (In Shares) at Sep. 30, 2019 | 11,000,619 | 2,535,955 | ||||||
Redeemable Investor, Beginning balance at Dec. 31, 2019 | 320,639 | $ 320,639 | ||||||
Beginning balance at Dec. 31, 2019 | (344,878) | $ 4,192 | (354,355) | 5,285 | ||||
Beginning balance (In Shares) at Dec. 31, 2019 | 11,000,619 | 2,530,864 | ||||||
Issuance of Series I, II and III Investor Units | $ 224,362 | |||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | |||||||
Conversion of members' capital into common stock upon closing of initial public offering | $ (7,006) | $ 38 | $ 6,968 | |||||
Conversion of members capital into common stock upon closing of initial public offering (in shares) | (1,117,312) | 15,498,529 | ||||||
Conversion of members capital into restricted stock upon closing of initial public offering (in shares) | (2,339,322) | 22,612,472 | ||||||
Issuance of common stock upon closing of initial public offering, net | $ 351,229 | $ 18 | 351,211 | |||||
Issuance of common stock upon closing of initial public offering net (in shares) | 17,968,750 | |||||||
Issuance of Common Units | 1,471,623 | 1,095,067 | ||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units | $ (19,393) | $ (5,895) | (13,498) | |||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units (In Shares) | (131,151) | |||||||
Exercise of Options | $ 60 | 60 | ||||||
Exercise of Options (In Shares) | 2,831 | 2,831 | ||||||
Repurchases – Profits Interests | (5,856) | |||||||
Forfeitures – Profits Interests | $ (189) | $ (189) | ||||||
Forfeitures – Profits Interests (In Shares) | (19,113) | (32,290) | (41,651) | |||||
Stock and Unit-Based Compensation | $ 34,648 | $ 8,898 | 25,750 | |||||
Payments from Non-controlling Interest | 5,943 | 5,943 | ||||||
Payments to Non-controlling Interest | (102) | (102) | ||||||
Net loss | (101,375) | (100,877) | (498) | |||||
Redeemable Investor, Ending balance at Sep. 30, 2020 | $ 545,001 | $ 0 | ||||||
Ending balance at Sep. 30, 2020 | 470,944 | $ 241 | 928,805 | (468,730) | 10,628 | |||
Ending balance (In Shares) at Sep. 30, 2020 | 240,828,714 | |||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 545,001 | $ (545,001) | $ 185 | 544,816 | ||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | (12,472,242) | 184,787,783 | ||||||
Redeemable Investor, Beginning balance at Jun. 30, 2020 | $ 545,001 | |||||||
Beginning balance at Jun. 30, 2020 | (401,313) | $ 3,454 | (409,618) | 4,851 | ||||
Beginning balance (In Shares) at Jun. 30, 2020 | 12,472,242 | 3,461,459 | ||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 545,001 | $ (545,001) | $ 185 | 544,816 | ||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | (12,472,242) | 184,787,783 | ||||||
Conversion of members' capital into common stock upon closing of initial public offering | $ (7,006) | $ 38 | 6,968 | |||||
Conversion of members capital into common stock upon closing of initial public offering (in shares) | (1,117,312) | 15,498,529 | ||||||
Conversion of members capital into restricted stock upon closing of initial public offering (in shares) | (2,339,322) | 22,612,472 | ||||||
Issuance of common stock upon closing of initial public offering, net | 351,229 | $ 18 | 351,211 | |||||
Issuance of common stock upon closing of initial public offering net (in shares) | 17,968,750 | |||||||
Exercise of Options | 60 | 60 | ||||||
Exercise of Options (In Shares) | 2,831 | |||||||
Repurchases – Profits Interests | (3,825) | |||||||
Forfeitures – Profits Interests | (57) | $ (57) | ||||||
Forfeitures – Profits Interests (In Shares) | (1,000) | (41,651) | ||||||
Stock and Unit-Based Compensation | 29,359 | $ 3,609 | 25,750 | |||||
Payments from Non-controlling Interest | 5,943 | 5,943 | ||||||
Payments to Non-controlling Interest | (102) | (102) | ||||||
Net loss | (59,176) | (59,112) | (64) | |||||
Redeemable Investor, Ending balance at Sep. 30, 2020 | $ 545,001 | $ 0 | ||||||
Ending balance at Sep. 30, 2020 | $ 470,944 | $ 241 | $ 928,805 | $ (468,730) | $ 10,628 | |||
Ending balance (In Shares) at Sep. 30, 2020 | 240,828,714 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (101,375) | $ (63,508) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on debt and related issuance costs | 4,215 | 905 |
Depreciation and amortization | 8,059 | 5,634 |
Stock and unit-based compensation, net of forfeitures | 34,459 | 1,834 |
Change in fair value of bifurcated derivative | 152 | 519 |
Change in operating assets and liabilities: | ||
Accounts receivable | (56,295) | (36,721) |
Prepaid expenses and other current assets | (6,133) | (1,242) |
Security deposits and other long-term assets | 145 | (257) |
Accounts payable | (5,939) | 2,498 |
Accrued compensation and benefits | (5,176) | 5,824 |
Liability for unpaid claims | 86,597 | 57,217 |
Other current liabilities | 10,719 | 3,403 |
Other long-term liabilities | 7,801 | (2,182) |
Deferred rent expense | 416 | 5,162 |
Net cash used in operating activities | (22,355) | (20,914) |
Cash flows from investing activities | ||
Purchase of business | (166) | |
Purchases of property and equipment | (12,564) | (20,160) |
Net cash used in investing activities | (12,564) | (20,326) |
Cash flows from financing activities | ||
Proceeds from initial public offering | 377,344 | |
Payments of underwriting fees, net of discounts and offering costs | (24,963) | |
Proceeds from long-term debt | 29,457 | |
Principal payments on long-term debt | (80,000) | |
End of term charge and prepayments for debt paydown | (5,563) | |
Proceeds from issuance of redeemable investor units | 224,362 | 1,500 |
Capital contributions from minority interest partners | 5,943 | 2,646 |
Capital distributions to minority interest partners | (102) | |
Tender Offer - Common Units | (19,393) | |
Proceeds from exercise of options | 60 | |
Net cash provided by financing activities | 477,688 | 33,603 |
Net change in cash, cash equivalents and restricted cash | 442,769 | (7,637) |
Cash, cash equivalents and restricted cash, beginning of period | 42,253 | 72,067 |
Cash, cash equivalents and restricted cash, end of period | 485,022 | 64,430 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest | 5,534 | 3,501 |
Unpaid offering costs in accounts payable and accrued liabilities | $ 1,152 | |
Addition to construction in process funded through accounts payable | $ 734 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Organization And Nature Of Business [Line Items] | |
Organization and Nature of Business | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Description of Business Oak Street Health, Inc. (collectively referred to as “Oak Street Health,” “OSH,” “we,” “us,” “our,” or the “Company”) was formed as a Delaware corporation on October 22, 2019 for the purpose of completing a public offering and related restructuring transactions (collectively referred to as the “IPO”) in order to carry on the business of Oak Street Health, LLC (“OSH LLC”) and its affiliates. As the managing member of OSH LLC, Oak Street Health, Inc. operates and controls all of the business affairs of OSH LLC and its affiliates. The Company operates primary care centers serving Medicare beneficiaries. The Company, through its centers and management services organization, combines an innovative care model with superior patient experience. The Company invests resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical costs savings and realize a return on its investment in primary care. As of September 30, 2020, the Company operated 67 centers. Initial Public Offering On August 5, 2020, the Company’s Registration Statement on Form S-1 to register 17,968,750 shares of common stock, par value $0.001 per share, was declared effective by the Securities & Exchange Commission. The Company’s common stock began trading on August 6, 2020 on the New York Stock Exchange (“NYSE”) under the ticker symbol “OSH.” On August 10, 2020, we completed our IPO in which we issued and sold 17,968,750 shares of common stock at an offering price of $21.00 per share. The share amount includes the exercise in full of the underwriters’ options to purchase 2,343,750 additional shares of common stock. We received net proceeds of $351,229, after deducting underwriting discounts and commissions of $22,641 and deferred offering costs of $3,474. Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of our common stock in the IPO, including the legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. Immediately prior to the closing of the IPO, unitholders of Oak Street LLC exchanged their membership interests for common stock in the new C Corporation of the Company. More specifically, all 15,928,876 units of our then outstanding redeemable investor units (preferred stock including their respective undeclared and deemed dividends) and members’ capital (former founders’ units and incentive units/profits interests) plus 1,924 of options to purchase incentive units were converted into 200,286,312 shares of common stock of the Company and 22,612,472 shares of restricted common stock subject to service-based vesting (“RSA”) of the Company. As a result of this conversion, we reclassified $545,001 of redeemable investor units and $7,006 of members’ capital to additional paid in capital and $223 to common stock on our consolidated balance sheet. See further discussion of this conversion of pre-IPO equity in Notes 12 & 13. Variable Interest Entities (“VIEs”) and Consolidation Oak Street Health, MSO LLC (“MSO”), a wholly owned subsidiary of the Company, was formed in 2013 to provide a wide range of management services to the Physician Groups (as defined below). Activities include but are not limited to operational support of the centers, marketing, information technology infrastructure and the sourcing and managing of health plan contracts. Oak Street Health Physicians Group PC, OSH-IN Physicians Group PC, OSH-MI Physicians Group PC, OSH-OH Physicians Group LLC, OSH-PA Physicians Group PC, OSH-RI Physicians Group PC and Oak Street Health of Texas, PLLC (collectively, the “Physician Groups”) employ healthcare providers to deliver primary care services to the Medicare covered population of Illinois, Indiana, Michigan, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee and Texas. These entities are consolidated as each are considered variable interest entities where the Company has a controlling financial interest (see Note 17). 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 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. In addition, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC, OSH-RI, LLC, and OSH-ESC Joint Venture, LLC which are consolidated in the Company’s financial statements. In August 2020, contributions were made to OSH-RI, LLC from Oak Street Health MSO, LLC (50.1% ownership) and BCBSRI (49.9% ownership) totaling $5,967 and $5,943, respectively. In August 2020, distributions were made from OSH-PCJ Joliet, LLC to Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $102 and $101, respectively. In the first quarter of 2019, initial contributions were made to OSH-ESC Joint Venture, LLC from Oak Street Health MSO, LLC (51.0% ownership) and Evangelical Services Corporation (49.0% ownership) totaling $2,754 and $2,646, respectively. 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 OSH Inc. and the other signatories party thereto (the “Master Structuring Agreement”), we have all management powers over the business and affairs of OSH LLC and to conduct, direct and exercise full control over the activities of OSH LLC. Due to our power to control the activities most directly affecting the results of OSH LLC, we are considered the primary beneficiary of the VIE. Accordingly, following the effective date of the IPO, we consolidate the financial results of OSH LLC and its affiliates and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. Basis of Presentation The accompanying unaudited interim consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended December 31, 2019 in the Company’s final prospectus (the “Prospectus”) for our IPO filed August 5, 2020 pursuant to rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine-months ended September 30, 2020, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The consolidated financial statements of the Company include the financial statements of all wholly owned subsidiaries and majority-owned or controlled companies. For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net loss (gain) attributable to non-controlling interests” in the consolidated statements of operations. Intercompany balances and transactions have been eliminated in consolidation. 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 areas where significant estimates are used in the accompanying financial statements include the liability for unpaid claims, stock/unit-based compensation, the valuation and related impairment recognition of long-lived assets, including intangibles and goodwill, and the valuation of embedded derivatives and redeemable investor units. Actual results could differ from those estimates. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting Business Combination On April 2, 2019, the Company entered into an agreement to purchase a primary care center, which constitutes a business, located in Flint, Michigan for cash consideration of $166, which was accounted for under the acquisition method of accounting pursuant to ASC 805. The acquisition is not material to the consolidated financial statements. Impact of COVID-19 on our Business On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. The rapid spread of COVID-19 around the world and throughout the United States has altered the behavior of businesses and people, with significant negative effects on federal, state and local economies, the duration of which is unknown at this time. Various policies were implemented by federal, state and local governments in response to the COVID-19 pandemic that caused may people to remain at home and forced the closure of or limitations on certain businesses, as well as suspended elective procedures by health care facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and some state and local governments are re-imposing certain restrictions due to the increasing rates of COVID-19 cases. The virus disproportionately impacts older adults, especially those with chronic illnesses, which describes many of our patients. In response to the COVID-19 pandemic, in the first nine-months of 2020, we took the following actions designed to ensure the safety of our employees and their families and to address the physical, mental and social health of our patients: • Created a COVID-19 Response Team in March 2020 that is supported by team members from across our organization to ensure a coordinated response to the pandemic; • Temporarily closed all of our corporate offices and enabled our entire corporate work force to work remotely; • Implemented travel restrictions for non-essential business; • Transitioned much of our center-based care to be delivered by our providers virtually through newly developed telehealth capabilities, including video and telephone through June 2020 but have transitioned our business back to a more normal operating cadence as of July 2020, including seeing a larger proportion of our patients via in-center visits (with a corresponding reduction in telehealth visits) while maintaining stringent safety protocols to minimize the potential transmission of COVID-19. We expect to continue to leverage our telehealth capabilities as a means of interacting with our patients to the extent an in-person visit is not required or preferred; • Made operational changes to the staffing and operations of our centers, which remain open as “essential” businesses, to minimize potential exposure to and transmission of COVID-19; • Temporarily delayed planned openings of new centers through August 2020 but have restarted our growth efforts through patient outreach and starting August 2020, we resumed opening new centers; • Temporarily halted community outreach and other marketing initiatives which drive new patients to our platform through June 2020 but have recommenced marketing initiatives as of the third quarter of 2020; • Acquired and deployed significantly greater amounts of personal protective equipment (“PPE”) to ensure the safety of our employees and patients; • Created a program called “COVID Care” to actively monitor our patients for suspected COVID-19 infections with the goal of managing those symptoms to keep our patients safely out of the hospital unless and until necessary due to the potential infection risks in the hospital environment; and • Redeployed our contracted and employed drivers, who typically transport patients to our centers, to deliver food from food pantries to our patients to address food supply issues or challenges. The COVID-19 pandemic did not have a material impact on our results of operations, cash flows and financial position as of and for the three and nine-months ended September 30, 2020; although our decisions to defer center openings and limit patient outreach and marketing initiatives is likely to result in slower growth than we would have otherwise experienced in 2020. Over 97% of our total revenues are recurring, consisting of fixed monthly per-patient-per-month capitation payments we receive from Medicare Advantage plans. Due to our recurring revenue base, we experienced minimal impact to our revenue in the first nine months of 2020. 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 distributed grants to healthcare providers to offset the impacts of COVID-19 pandemic related expenses and lost revenues. 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 or lost revenues that are attributable to the COVID-19 pandemic. Payments from this fund are not loans and, therefore, they are not subject to repayment. We recognize grant payments as income when there is reasonable assurance that we have complied with conditions associated with the grant. Our estimates could change materially in the future based on the government’s evolving compliance guidance. During the three and nine-months ended September 30, 2020, the Company received $24 and $4,698, respectively, related to these grants and recognized $3,938 and $4,722, respectively, as income to offset COVID-19 pandemic related expenses incurred in the cost of care, excluding depreciation and amortization line. • Medicare Accelerated and Advanced 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. Repayments of advanced payments will begin one year after the date the advance payment was issued. During the first eleven months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the Company. During the succeeding six months, repayment will occur through an automatic recoupment of 50% of Medicare payments otherwise owed to the Company. Through the third quarter of 2020, the Company received approximately $1,520 in CMS advance payments, which were recorded in other current liabilities at September 30, 2020 and will be paid back against future fee-for-service claims. • Payroll Tax Deferral. Under the CARES Act, the Company elected to defer payment on its portion of Social Security taxes, on an interest free basis, incurred from March 27, 2020 to December 31, 2020. One-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. The deferred payroll taxes of $4,200 was classified as a long-term liability at September 30, 2020. • Temporary Suspension of Medicare Sequestration . The Budget Control Act of 2011 requires a mandatory, across the board reduction in federal spending, called a sequestration. Medicare fee for service claims with dates of service or dates of discharge on or after April 1, 2013 incur a 2.0% reduction in Medicare payments. All Medicare rate payments and settlements have incurred this mandatory reduction and it will continue to remain in place through at least 2023, unless Congress takes further action. In response to COVID-19, the CARES Act temporarily suspends the automatic 2.0% reduction of Medicare claim reimbursements for the period of May 1, 2020 through December 31, 2020, which immaterially increased both revenues and medical expenses for the three and nine-months ended September 30, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Accounting The balance sheet is presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity and cash flows have not been presented because there have been no activities in this entity as of December 31, 2019. | |
OAK Street Health Inc and Affiliates [Member] | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company described its significant accounting policies in Note 2 of the notes to consolidated financial statements for the year ended December 31, 2019 in its Prospectus. During the three and nine-months ended September 30, 2020, there were no significant changes to those accounting policies, other than those impacted by the government funds received related to the coronavirus during the period and further described above in “Impact of COVID-19 Pandemic on our Business” and those policies impacted by the new accounting pronouncements adopted during the period and further described below in “Recently Adopted Accounting Pronouncements.” Recently Adopted Accounting Pronouncements In July 2018, the FASB issued ASU 2018-09, Codification Improvements Debt Modifications and Extinguishments Compensation-Stock Compensation-Income Taxes In August 2018, the FASB issued ASC 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure for Fair Value Measurement In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases In July 2017, the FASB issued ASU 2017-11, Earnings Per Unit Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In October 2018, the FASB issued ASU 2018-17, Consolidation – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”). We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Revenue Recognition [Line Items] | |
Revenue Recognition | NOTE 3. REVENUE RECOGNITION Both our capitated and fee-for-service revenue generally relate to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied as noted below within each service type. Capitated Revenue and Accounts Receivable Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors. The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population in addition to those provided by the Company. Fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing and controlling the managed healthcare services provided to the managed care payors’ eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide managed healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company stands ready to fulfill its obligation to enrolled members. Our revenues are based upon the estimated PPPM amounts we expect to be entitled to receive from Medicare Advantage managed care payors. The PPPM rates are determined as a percent of the premium the Medicare Advantage plan receives from CMS for our at-risk members. Those premiums are determined via a competitive bidding process with CMS and are based upon the cost of care in a local market and the average utilization of services by the patients enrolled. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Payors with higher acuity patients receive more, and those with lower acuity patients receive less. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after the final data is compiled. As premiums are adjusted via this risk adjustment model, our PPPM payments will change in unison with how our payor partners’ premiums change with CMS. The Company determined the transaction price for these contracts is variable as it primarily includes PPPM fees which can fluctuate throughout the contract based on the acuity of each individual enrollee. Our capitated accounts receivable includes $4,876 and $9,026 as of September 30, 2020 and December 31, 2019, respectively, for acuity-related adjustments that have been received or 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 PPPM adjustments related to performance incentives/penalties for quality-related metrics for the three and nine-months ended September 30, 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 and do not result in a significant reversal of revenue when the uncertainty is resolved in subsequent periods. 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 3% and 2% of capitated revenues for the three and nine-months ended September 30, 2020 and 4% of medical claims expense for the three and nine-months ended September 30, 2020 Medicare Part D comprised 3% of capitated revenues and 4% of medical claims expense for three and nine-months ended September 30, 2019. The Company had agreements in place with the payors listed below and payor sources of capitated revenue for each period presented were as follows: For the Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Humana 44 % 58 % 46 % 61 % Wellcare 12 % 8 % 12 % 9 % Cigna-Health Spring 9 % 9 % 10 % 9 % Other 35 % 25 % 32 % 21 % Other Patient Service Revenue Other patient service revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination services and care management services and is also comprised of fee-for-service revenue. The composition of other patient service revenue for each period was as follows: For the Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Care coordination $ 5,228 $ 4,390 $ 14,504 $ 6,845 Fee for service 879 1,677 3,182 4,703 Total other patient service revenue $ 6,107 $ 6,067 $ 17,686 $ 11,548 The Company has entered into multi-year agreements with Humana and its affiliates to provide services at certain centers to members covered by Humana. The agreements contain an administrative payment from Humana in exchange for the Company providing certain care coordination services during the term of the contract (“Care Coordination Payment”). The Care Coordination Payments are recognized in other patient service revenue ratably over the length of the terms stated in the contracts and are refundable to Humana on a pro-rata basis if the Company ceases to provide services at the centers within the length of the term specified in the contracts. We have identified a single performance obligation to stand ready to provide care coordination services to patients, which constitutes a series of distinct service increments. 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. 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 Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Medicare 51 % 59 % 50 % 55 % Humana 8 % 8 % 7 % 11 % Other 41 % 33 % 43 % 34 % Other patient service accounts receivable consists primarily of amounts due from Medicare and Medicare Advantage plans for fee-for-service patients. Receivables from commercial or government payors are recorded at a net amount determined by the original charge for the service provided, less contractual discounts provided to the payor. Receivables due directly from patients are recorded at the original charge for the service provided less amounts covered by third-party payors and an allowance for financial assistance. As of September 30, 2020, Medicare comprised 31% and Humana comprised 8% of other patient service accounts receivable. As of December 31, 2019, Medicare comprised 47% and Humana comprised 9% of other patient service accounts receivable. All other payors represent 61% and 44% of other patient service accounts receivable as of September 30, 2020 and December 31, 2019, respectively. The Company has a financial assistance policy in which patients will be 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 $889 and $973 for the three-months ended September 30, 2020 and 2019, respectively, and $1,736 and $2,728 for the nine-months ended September 30, 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 $1,494 and $1,634 for the three-months ended September 30, 2020 and 2019, respectively, and $2,916 and $4,582 for the nine-months ended September 30, 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 has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to continue receiving services at our facilities. |
Fair value of Financial Instrum
Fair value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Fair Value Of Financial Instruments [Line Items] | |
Fair value of Financial Instruments | Note 4. Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurements and Disclosures Assets and liabilities carried at fair value are required to be classified and disclosed in one of the following three categories: Level 1 Quoted market prices in active markets for identical assets or liabilities. Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 Unobservable inputs that are not corroborated by market data. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, management considers the principal or most advantageous market in which it would transact and considers risks, restrictions, or other assumptions that market participants would use when pricing the asset or liability. The carrying amounts of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximate fair value due to the short maturity of these instruments. The bifurcated derivative associated with the long-term debt (see Note 10) was classified within Level 3 due to a lack of quoted prices in an active market and observable inputs for similar liabilities. The fair value measurements for the bifurcated derivative as of September 30, 2020 and December 31, 2019 was $0 and $152, respectively. The Company paid off its debt and related prepayment and end of term charges as of August 11, 2020 following the IPO; as a result of this extinguishment of debt, the derivative was written off as of the three and nine- months ended September 30, 2020. The bifurcated derivative liability was included in other long-term liabilities in the consolidated balance sheets as of December 31, 2019. Changes in fair value of the bifurcated derivative were recorded within interest expense in the consolidated statements of operations and amounted to $(449) and $(30) during the three-months ended September 30, 2020 and 2019, respectively, and $(152) and $(519) during the nine-months ended September 30, 2020 and 2019, respectively. |
Property And Equipment
Property And Equipment | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Property, Plant and Equipment [Line Items] | |
Property And Equipment | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Leasehold improvements $ 58,433 $ 56,608 Furniture and fixtures 4,686 3,888 Computer equipment 15,043 9,785 Internal use software 3,796 1,679 Office equipment 9,484 8,934 Construction in process 5,227 3,212 Total, at cost 96,669 84,106 Less accumulated depreciation (24,479 ) (16,710 ) Property and equipment, net $ 72,190 $ 67,396 The Company recorded depreciation expense of $2,784 and $1,956 for the three-months ended September 30, 2020 and 2019, respectively, and $7,769 and $5,344 for the nine-months ended September 30, 2020 and 2019, respectively. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Goodwill and Intangible Assets [Line Items] | |
Goodwill And Intangible Assets | NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $9,634 Intangible assets with a finite useful life continue to be amortized over its useful lives. Net intangible assets amounted to $3,062 and $3,352 at September 30, 2020 and December 31, 2019, respectively. The Company recorded amortization expense of $97 for the three-months ended September 30, 2020 and 2019, and $290 for the nine-months ended September 30, 2020 and 2019. We review the recoverability of the long-lived asset whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Due to the COVID-19 pandemic and its effect on our business and the overall economy, we considered the potential impact on our goodwill asset as of September 30, 2020. We determined that it was not more likely than not that the fair value of our reporting unit was below the carrying value based on our evaluation, which took into consideration our overall enterprise value, recent equity transactions (i.e. issuance of Inventor Unit III-E) and projected forecasted financial results. Our analysis of projected forecasted results considered a short-term temporary impact from the COVID-19 pandemic on volumes and growth since our last quantitative analysis. Our significant accounting policy for goodwill and intangibles assets was disclosed in Note 2 of the notes to the consolidated financial statements for the fiscal year ended December 31, 2019 of our Prospectus. We will continue to monitor the significant global economic uncertainty as a result of the COVID-19 pandemic to assess the outlook for demand for our services and the impact on our business and our overall financial performance. A lack of recovery or further deterioration in market conditions, a trend of weaker than expected financial performance in our business, or a lack of recovery or a significant decline in the Company’s enterprise value, among other factors, could result in an impairment charge in future periods which could have a material adverse effect on our financial statements. |
Internal Use Software
Internal Use Software | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Internal Use Software [Line Items] | |
Internal Use Software | NOTE 7. INTERNAL USE SOFTWARE Canopy is an application that was created by the Company’s internal Information Technology team in 2017 to provide support for Greenway, its electronic medical records (“EMR”) software. The Company’s EMR collects and contains general information such as treatment and medical history about its patients. The Canopy application is used to help fill Greenway gaps and make way for innovative healthcare tools. The Company considers the application as internal use as the Company does not market or sell the software. The Company capitalizes certain costs related to the development of Canopy. Costs incurred during the application development phase are capitalized only when the Company believes it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee compensation, as well as consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over the estimated five-year life of the asset. As of September 30, 2020 and December 31, 2019, the Company capitalized a total of $3,796 and $1,679 of internal use software and recorded $602 and $327 in accumulated depreciation, respectively. The Company expensed $133 and $93 of capitalized development costs for the three-months ended September 30, 2020 and 2019, respectively, and $274 and $155 for the nine-months ended September 30, 2020 and 2019, respectively. Capitalized external software costs include the actual costs to purchase software licenses from vendors. Costs incurred to maintain existing software are expensed as incurred. |
Other Current And Long-Term Lia
Other Current And Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Other Liabilities [Line Items] | |
Other Current And Long Term Liabilities Disclosure | NOTE 8. OTHER CURRENT AND LONG-TERM LIABILITIES Accrued compensation and benefits consisted of the following as of: September 30, 2020 December 31, 2019 Accrued paid time off $ 4,891 $ 2,319 Accrued bonus and commission 11,681 16,814 Accrued payroll and taxes 4,432 7,052 Other 2,430 2,425 $ 23,434 $ 28,610 Other current liabilities consisted of the following as of: September 30, 2020 December 31, 2019 Humana license fee $ 4,227 $ 2,753 Lease incentive obligation, current 550 550 Contract liabilities, current 3,719 3,785 Accrual for goods or services received, not invoiced 8,141 2,876 CARES Act Medicare advances 1,520 - Other current liabilities 3,955 1,037 $ 22,111 $ 11,001 Other long-term liabilities consisted of the following as of: September 30, 2020 December 31, 2019 Contract liabilities, net of current $ 9,356 $ 5,039 Lease incentive obligation, net of current 5,193 5,605 Bifurcated derivative - 152 CARES Act deferred payroll taxes 4,200 - Other long-term liabilities 20 20 $ 18,769 $ 10,816 |
Liability For Unpaid Claims
Liability For Unpaid Claims | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Disclosure Of Liability For Unpaid Claims | NOTE 9. LIABILITY FOR UNPAID CLAIMS Medical claims expense and the liability for unpaid claims include estimates of the Company’s obligations for medical care services that have been rendered by third parties on behalf of insured consumers for which the Company is contractually obligated to pay (through the Company’s full risk capitation arrangements), but for which claims have either not yet been received, processed, or paid. The Company develops estimates for medical care services incurred but not reported (“IBNR”), which includes estimates for claims that have not been received or fully processed, using a process that is consistently applied, centrally controlled and automated. This process includes utilizing actuarial models when a sufficient amount of medical claims history is available from the third-party healthcare service providers. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, medical care utilization and other medical cost trends, membership volume and demographics, the introduction of new technologies, and benefit plan changes. In developing its unpaid claims liability estimates, the Company applies different estimation methods depending on which incurred claims are being estimated. For the most recent three months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average PPPM medical costs incurred in prior months for which more complete claims data are available, supplemented by a review of near-term completion factors (actuarial estimates, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period that have been adjudicated by the Company at the date of estimation). For the months prior to the most recent three months, the Company applies completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. The Company purchases provider excess insurance to protect against significant, catastrophic claims expenses incurred on behalf of its patients. The total amount of provider excess insurance premium was $921 and $749, and total reimbursements were $766 and $0 for the three-months ended September 30, 2020 and 2019, respectively. The total amount of provider excess insurance premium was $2,633 and $1,707, and total reimbursements were $1,519 and $0 for the nine-months ended September 30, 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 September 30, 2020, the Company’s provider excess insurance deductible was $250 per member and covered up to a maximum of $5,000 per member per calendar year. The Company’s liabilities for unpaid claims were as follows as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Balance, beginning of period $ 170,629 $ 68,174 Incurred health care costs: Current year 428,708 383,169 Prior years 11,364 268 Total claims incurred $ 440,072 $ 383,437 Current year (233,379 ) (226,618 ) Prior years (120,821 ) (56,220 ) Total claims paid $ (354,200 ) $ (282,838 ) Adjustments to other claims-related liabilities 726 1,856 Balance, end of year $ 257,227 $ 170,629 We assess the profitability of our managed care capitation arrangement to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. No premium deficiency reserves were recorded as of September 30, 2020 and December 31, 2019. In accordance with its policy, the Company reviews its estimated liability for unpaid claims on an ongoing basis. During the second quarter of 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, as of the period ended September 30, 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 of approximately $20 and $11,364 for the three and nine-months ended September 30, 2020. |
Long- Term Debt
Long- Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Long- Term Debt | NOTE 10. LONG-TERM DEBT OSH LLC entered into a debt agreement with Hercules Capital, Inc. (“Hercules”) for $20,000 on August 7, 2017, as discussed further below. On August 11, 2020, the Company used a portion of the net proceeds from the offering to pay off the $80,000 principal outstanding under the Hercules debt agreement, 9.75% interest loan originally due to mature December 2022 in full at a price of 107%. In connection with the voluntary prepayment of the entire remaining borrowings outstanding, the Company recognized interest expense, net of $3,204 during the third quarter of 2020 related to the prepayment charge, the end of term charge and the write off of unamortized debt issuance costs. Long-term debt balances as of the September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Note payable to Hercules Capital, Inc., originally dated August 7, 2017 and amended April 26, 2019 and January 13, 2020. The note bears a floating interest rate of the greater of 9.75% or the sum the Prime Rate plus 5.00%. $ - $ 80,000 Total debt Less: Unamortized discount and debt issuance costs - 1,347 Current maturities - (18,507 ) Total long-term debt $ - $ 62,840 OSH LLC entered into a debt agreement with Hercules for $20,000 on August 7, 2017. The note bore a floating interest rate of the greater of 9.75% or the sum of i) 9.75%, plus ii) the Prime Rate minus 4.75%. The interest rate at December 31, 2019 was 9.75%, respectively. The note allowed for an additional $10,000 advance subject to terms and conditions of the loan agreement, which was drawn by OSH LLC on June 28, 2018. OSH LLC was able to prepay all, but not less than all, of the entire principal balance prior to maturity with an associated prepayment charge of detailed in the loan agreement. The terms of the loan agreement specified the prepayment penalty ranges from 3% to 1% depending on when prepayment occurred in relation to maturity date: if amounts were prepaid within 12 months of the Closing Date (3.0%); after 12 months but prior to 24 months (2.0%); and any time after 24 months (1.0%). The note was secured by a perfected first position lien on all of OSH LLC’s assets. The original Hercules note required 13 months of interest-only payments, followed by monthly installments on a 36-month amortization schedule with the remaining principal and an end-of-term charge due when the note was set to mature on September 1, 2021. The interest-only period was extended an additional twelve months as OSH LLC met the performance conditions outlined in the loan agreement and received an additional $10,000 on June 28, 2018 as allowed by the note. In April 2019, OSH LLC amended the debt agreement with Hercules to allow for additional tranches to be drawn upon. Tranche I was the existing loan of $30,000, Tranche II was an additional $30,000 available on April 26, 2019, Tranche III was an additional $20,000 available from July 1, 2019 through December 31, 2019 subject to continued covenant compliance, and Tranche IV was an additional $10,000 available from July 1, 2019 through December 31, 2020 subject to future lender investment committee approval. OSH LLC received Tranche II in April 2019 and Tranche III in November 2019 but did not make any further draws. As of the date of the receipt of Tranches II and III, the maturity date of the debt agreement was amended to June 1, 2022, and further extensions of the maturity date occurred upon the draw of additional tranches. In addition, upon the draw of each tranche a 5.95% end-of-term charge was applied to the total drawn amount and was due upon the amended maturity date. In January 2020, OSH LLC amended the debt agreement with Hercules to provide for the following changes subject to certain performance milestones which were met in February 2020: (i) the extension of the principle payment start date from July 1, 2020 to October 1, 2021, (ii) the extension of the loan maturity date from June 1, 2022 to December 1, 2022, (iii) the change in interest rate to the greater of either 9.75% or the sum of the prime rate plus 5.00%, (iv) the change in prepayment charge to 2.0% of the amount prepaid if amounts are prepaid prior to June 30, 2020; 1% if prepaid after June 30, 2020 but on or prior to December 31, 2020; and 0.5% if prepaid thereafter prior to maturity, and (v) the elimination of all financial covenants with the exception of the net patient-level contribution covenant. OSH LLC recorded a derivative liability related to the change in control provisions within the Hercules debt agreement in the amount of $0 and $152 as of September 30, 2020 and December 31, 2019, respectively. OSH LLC recognized all changes in fair value of the derivative liability within interest expense of $(449) and $(30) for the three-months ended September 30, 2020 and 2019, respectively, and $(152) and $(519) for the nine-months ended September 30, 2020 and 2019, respectively. The estimated fair value of the OSH LLC’s bifurcated derivative instrument was valued using an outcome-probability-weighted discounted cash flow analysis at the end of each reporting period using inputs that were not corroborated by market data which resulted in OSH LLC classifying such derivatives as Level 3 (see Note 4). The carrying amount of long-term debt approximated fair value because the interest rates fluctuate with market interest rates or the fixed rates were based on current rates offered to OSH LLC for debt with similar terms and maturities. Debt issuance costs and original issuance discount As part of entering into the Hercules debt agreement, OSH LLC incurred certain third-party costs. The costs incurred relate to attorney and other third-party costs. Debt issuance costs and original issuance discount as of the periods presented below were as follows: September 30, 2020 December 31, 2019 Accretion of end-of-term charge $ - $ (1,830 ) Original issuance discount - 191 Additional issuance discount - 543 Amortization of deferred financing costs - (251 ) Unamortized discount and debt issuance costs $ - $ (1,347 ) Debt issuance costs were presented in the consolidated balance sheets as a direct deduction from the carrying value of the long-term debt. Included in debt issuance costs was an end-of-term charge due to Hercules. The end-of-term charge to be paid in full at the end of the term and was $0 and $4,760 as of September 30, 2020 and December 31, 2019, respectively and was accreted over the expected term of the loan. Debt issuance costs are amortized over the term of the related debt instrument using the effective interest method. Amortization of debt issuance costs and accretion of end-of-term charge are recorded as interest expense in the consolidated statements of operations. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Income Tax | NOTE 11. INCOME TAX The most significant impact to the Company’s effective tax rate is related to the tax treatment of certain equity compensation. However, the Company was still in a tax loss and net deferred tax asset position after this adjustment. As a result, and in accordance with accounting standards, the Company recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Company’s effective tax rate as of September 30, 2020 was 0.0%. This was unchanged from the previous year. Following the completion of the IPO in August 2020, the income tax expense for the three and nine-months ended September 30, 2020 and 2019 remains zero. |
Redeemable Investor Units
Redeemable Investor Units | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Temporary Equity [Line Items] | |
Redeemable Investor Units | NOTE 12. REDEEMABLE INVESTOR UNITS Pre-IPO Equity Conversion While OSH LLC’s investor units had no conversion rights related to any of the investor unit classes, in response to a reorganization plan to convert OSH LLC into a corporate form (per the OSH LLC’s Amended and Restated Operating Agreement), investor unit holders were eligible to receive capital stock of the Company in number of and with terms relatively consistent to their investor units, as ultimately determined by the Company’s Board of Directors. Prior to the closing of the IPO, the direct and indirect unitholders of OSH LLC completed a series of transactions in accordance with the Master Structuring Agreement that resulted in the Company becoming the ultimate parent company of OSH LLC and the current unitholders of OSH LLC immediately prior to the close of the IPO exchanged their investor units in OSH LLC for common stock of the Company as approved by the Board of Directors of the Company, OSH LLC and OSH Management Holdings, LLC (“OSH MH LLC”). The conversion was an exchange of units between entities under common control and resulted in the unitholders having the same percentage ownership immediately after the IPO as they had prior to the IPO. • General Atlantic LLC and Newlight Partners LP (the “Lead Sponsors”) contributed their respective investor units in the entities through which they currently hold interests in OSH, LLC (“Sponsor Blockers”) • OSH LLC merged pursuant to the merger agreement dated August 10, 2020 by and among the Company, OSH LLC and the other signatory • OSH MH LLC, the entity through which our employees owned investor units in OSH LLC, merged pursuant to the merger agreement dated August 10, 2020 by and among the Company, OSH MH LLC and the other signatory party thereto (the “Management Merger”) with and into a newly formed subsidiary of the Company with OSH MH LLC surviving as a wholly owned subsidiary of the Company. Pursuant to the Management Merger, our employees received a total of 268,817 shares of common stock in the Company in exchange for their investor units in OSH MH As a result of the above transactions, all units of redeemable investor units then outstanding, totaling 12,472,242 units as well as their undeclared and deemed dividends of 103,591, were converted into 184,787,783 shares of common stock and their carrying value, totaling $545,001 was reclassified into stockholders’ equity on our consolidated balance sheet. See further discussion of the rights and characteristics below related to the investor units. Redeemable Investor Units Prior to the IPO, the redeemable investor units consisted of three classes: Investor Units I, Investor Units II and Investor Units III. Due to contingent redemption features, the investor units were presented as temporary equity in the mezzanine section of the consolidated balance sheets before the completion of the IPO. Redeemable investor units consisted of the following at the issuance price per unit as of December 31, 2019: December 31, 2019 Units Issued and Outstanding Issuance Price per Unit Total Value Investor Units I 382,572 $ 12.00 $ 4,591 Investor Units II 509,796 16.20 8,259 Investor Units III-A – Issued prior to 12/1/2015 1,872,409 20.25 37,916 Investor Units III-A – Issued after December 1, 2015 6,043,421 26.38 159,425 Investor Units III-B 568,613 26.38 15,000 Investor Units III-C 747,661 58.78 43,948 Investor Units III-D 876,147 58.78 51,500 Total 11,000,619 $ 320,638,733 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, 2018 382,572 509,796 7,915,830 568,613 747,661 850,629 - 10,975,101 Issued - - - - - 25,518 - 25,518 Outstanding, December 31, 2019 382,572 509,796 7,915,830 568,613 747,661 876,147 - 11,000,619 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, September 30, 2020 - - - - - - - - In May 2019, OSH LLC issued 25,518 units of Investor Units III-D in exchange for $1,500. The price per unit was $58.78. In February 2020, OSH LLC issued 1,471,623 units of Investor Units III-E in exchange for $230,000. The price per unit was $156.29. There was $5,637 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 period ended September 30, 2019. 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 $ 3,265 382,572 $ 7.60 $ 2,908 Investor Units II 509,796 10.15 5,175 509,796 8.95 4,563 Investor Units III-A – Issued prior to 12/1/2015 1,872,409 10.48 19,627 1,872,409 9.09 17,020 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47,757 6,043,421 6.34 38,322 Investor Units III-B 568,613 5.51 3,132 568,613 4.06 2,306 Investor Units III-C 747,661 11.34 8,477 747,661 8.14 6,089 Investor Units III-D 876,147 8.98 7,865 876,147 5.89 5,162 Investor Units III-E 1,471,623 5.64 8,293 - - - $ 103,591 $ 76,370 * 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 September 30, 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 | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Limited Liability Company Llc Members Equity [Line Items] | |
Stockholders' Equity/ Members' Deficit | NOTE 13. STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT Pre-IPO Equity Conversion In March 2018, OSH LLC’s Board of Directors approved the Amended and Restated Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan states that in the occurrence of an IPO, the Board of Directors may, in its discretion, (i) cause the exchange of incentive units for units or shares of common stock or other equity securities and apply the vesting provisions applicable to the incentive units to such shares of common stock or other equity securities; (ii) adjust the number of incentive units issued under the Incentive Plan or under any particular award; (iii) adjust the hurdle value applicable to any incentive units; and/or (iv) cancel all or any portion of the incentive units in exchange for payment to the plan participant in cash or capital stock (or other equity interests) or any combination thereof, of the fair market value of the incentive units; in each case, determined by the Board of Directors in a manner generally consistent with the treatment of other Units, taking into consideration the relative rights of all units, including the hurdle value applicable to Incentive Units. As discussed in Note 12 above, the current unitholders of OSH LLC immediately prior to the close of the IPO exchanged their founders’ units, incentive units and profits interests in OSH LLC for common stock of the Company as approved by the Board of Directors of the Company, OSH LLC and OSH Management Holdings, LLC (“OSH MH LLC”). • Pursuant to the Company Merger, the investors in OSH LLC received a total of 226,940 • Pursuant to the Management Merger, our employees received a total of 37,884,061 shares of common stock, 22,612,472 of which are subject to service- based vesting (RSAs), and also received 14,313,416 options to purchase common stock of the Company As a result of the abovementioned conversion, all units of members’ capital (founders’ units, incentive units and profits interests) then outstanding, totaling 3,456,634 were converted into 38,111,001 shares of common stock, 22,612,472 of which are considered RSAs. The carrying value of $7,006 was reclassified into common stock and additional paid in capital on our consolidated balance sheet. Common Stock and Units As discussed in Note 1, upon completion of our IPO in August 2020, we sold 17,968,750 shares of common stock at an offering price of $21.00 per share, including 2,343,750 shares of common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. In connection with the IPO, we increased our authorized shares from 1,000 to 500,000,000 shares of our common stock, par value of $0.001. The Company’s common stock/units consisted of the following founders’ units, incentive units, profits interests, and common stock (see Note 14) 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 Balances as of December 31, 2018 606,313 13,755 1,454,148 - 2,074,216 Granted - - 496,763 - 496,763 Exercised - - - - - Repurchased/Forfeited - - (40,115 ) - (40,115 ) Balance as of December 31, 2019 606,313 13,755 1,910,796 - 2,530,864 Granted - - 1,095,067 - 1,095,067 Tender Offer (107,208 ) (1,142 ) (22,801 ) - (131,151 ) Exercised - - - - - Repurchased/Forfeited - - (38,146 ) (41,651 ) (79,797 ) 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 - - - 2,831 2,831 Balances as of September 30, 2020 - - - 240,828,714 240,828,714 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 “Tender Offer”) which expired on April 27, 2020 up to $20,000 of eligible units at a purchase price of $156.29 per eligible unit. Founders’ Units, incentive units, and profits interests that were not subject to vesting or risk of forfeiture and, if there was a hurdle value applicable to the profits interests, that were awarded prior to March 30, 2018, were eligible to be tendered to OSH LLC for purchase. This Tender Offer allowed the directors, officers and employees (including the founders) the option to have their eligible units repurchased; unit holders were permitted to sell any number of any class of eligible units, subject to a 10% threshold. The Tender Offer was not conditioned on any minimum number of eligible units being tendered, and OSH LLC was not contractually obligated to redeem these units. On April 27, 2020, OSH LLC purchased all eligible units, other than profits interests subject to a hurdle value, at a price of $156.29 per eligible unit net to the sellers in cash, without interest. OSH LLC purchased profits interests that had a hurdle value at a price for each profits interests equal to the excess of $156.29 over the per profits interests amount of that hurdle value net to the sellers in cash, without interest. The purchase price offered in the 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: Type of Units Number of Units Tendered Purchase Price per Unit Total Purchase Price Founders’ Units 107,208 $ 156.29 $ 16,756 Incentive Units 1,142 156.29 178 Profits Interest Hurdle Value $265,158 17,622 136.04 2,397 Profits Interest Hurdle Value $346,107 3,684 129.91 479 Profits Interest Hurdle Value $386,277 1,495 126.90 190 Total Common Units 131,151 $ 20,000 The units (including profits interests) were repurchased at an amount per unit in excess of the fair value, which resulted in additional compensation expense of $606 within corporate, general and administrative expenses in the consolidated statements of operation for the year-ended September 30, 2020. Members’ capital cannot be reduced to less than the stated value of common shares outstanding; therefore, any additional value above the remaining ownership is a direct reduction to members’ deficit. Accordingly, $5,895 was recorded as a reduction in members’ capital and the remaining $13,498 was recorded in accumulated deficit was recorded at the time that the 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. |
Stock And Unit-Based Compensati
Stock And Unit-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Stock and Unit-Based Compensation | NOTE 14. STOCK AND UNIT-BASED COMPENSATION 2020 Omnibus Incentive Plan Immediately prior to the effective date of our IPO, on August 5, 2020, the Company’s Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan,”) which was subsequently approved by OSH LLC’s and OSH MH LLC’s majority unitholders. Under the 2020 Plan, employees, consultants and directors of our company and our affiliates that perform services for us are eligible to receive awards. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, RSAs, performance awards, other share-based awards (including restricted stock units (“RSUs”)) and other cash-based awards. ISOs may be granted only to employees, including officers. All other awards may be granted to employees, including officers, non-employee directors and consultants. The maximum number of shares available for issuance under the 2020 Plan may not exceed 48,138,967 shares (subject to annual increases as approved by the Board of Directors). Post-IPO Equity Awards Stock Options Stock options granted generally vest over four years with 25% of the option shares vesting each year. Options generally expire ten years from the date of the grant. Options are accounted for as equity using the fair value method, which requires measurement and recognition of compensation expense for all awards granted to our employees based upon the grant-date fair value. The 2020 Plan provides that grants will be made at no less than the estimated fair value of common stock, as determined by the Board of Directors, at the date of the grant. The following is a summary of stock option activity transactions as of and for the periods ended September 30, 2020 and December 31, 2019: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2019 - Conversion 14,313,416 $ 21.00 Granted 629,809 21.17 Exercised (2,831 ) 21.00 Cancelled (19,113 ) 21.00 Outstanding, September 30, 2020 14,921,281 $ 21.01 9.85 $ 484,030 Options exercisable as of September 30, 2020 1,763,506 $ 21.00 9.85 $ 57,208 The aggregate intrinsic value of options exercised for three and nine-months ended September 30, 2020 and 2019 was $77 and $0, respectively. Aggregate intrinsic value represents the difference between the exercise price and the fair value of the shares underlying common stock on the date of exercise. The fair value of options for three and nine-months ended September 30, 2020 and 2019 was $90,082 and $0, respectively. RSAs The RSAs were granted as part of the pre-IPO conversion (see Note 13). The following is a summary of RSA transactions as of and for the periods ended September 30, 2020 and December 31, 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion 22,612,472 $ 11.44 Granted - Vested (336,809 ) 2.94 Cancelled and forfeited (41,651 ) 12.89 Unvested, September 30, 2020 22,234,012 $ 11.57 RSUs RSUs granted generally vest over four years. RSUs are accounted for as equity using the fair value method, which requires measurement and recognition of compensation expense for all awards granted to our employees, directors and consultants based upon the grant-date fair value. The following is a summary of RSU transactions as of and for the periods ended September 30, 2020 and December 31, 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion - Granted 148,876 $ 22.29 Vested - Cancelled and forfeited - Unvested, September 30, 2020 148,876 $ 22.29 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 September 30, 2020, no shares of common stock have been purchased under our ESPP. Pre-IPO Equity In 2013, OSH LLC’s Board of Directors adopted an equity incentive plan, subsequently replaced by the Equity Incentive Plan in 2015, in which OSH LLC had granted awards in the form of incentive units options to employees, officers, directors, consultants, and other service providers of the Company. In 2015, OSH LLC’s Board of Directors adopted the Equity Incentive Plan (the “Equity Incentive Plan”). Under the Equity Incentive Plan, OSH LLC granted awards in the form of profits interests to employees, officers, and directors. Incentive Units Options All of the incentive units options were converted to common stock (see discussion of the conversion in Note 13) and none of the incentive units options remained outstanding at the end of the period. During the period ended December 31, 2019, none of the incentive units options were exercised and 2,000 of the incentive units options remained outstanding at the end of the period. The options outstanding 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 zero and 251,500 profits interests awards during the three-months ended September 30, 2020 and 2019, respectively, and 1,095,067 and 495,995 profits interests awards during the nine-months ended September 30, 2020 and 2019, respectively. Each profits interests award contained the following material terms: ( i ) 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. (ii) 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. (iii) All awards included a repurchase option at the election of OSH LLC for the vested portion upon termination of employment or service. 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 nine-months ended September 30, 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 13 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 periods ended September 30, 2020 and December 31, 2019: Profits Interests Weighted- Average Grant Date Fair Value Outstanding, December 31, 2018 1,454,148 $ 2.35 Granted 496,763 42.35 Vested 193,375 2.32 Forfeited/Repurchased (40,115 ) 5.74 Outstanding, December 31, 2019 1,910,796 12.68 Granted 1,095,067 55.03 Vested 271,710 4.79 Forfeited/Repurchased (60,947 ) 9.75 Conversion (2,944,916 ) 28.49 Outstanding, September 30, 2020 - - Vested outstanding, September 30, 2020 - - Vested outstanding, December 31, 2019 389,531 As of September 30, 2020 As of December 31, 2019 Units Outstanding Hurdle Value Units Outstanding Hurdle Value - $ 265,158 111,076 $ 234,834 - 346,107 160,492 306,706 - 386,277 45,275 342,451 - 685,350 265,374 608,955 - 782,361 462,292 645,000 - 922,500 521,225 697,700 - 1,582,500 345,062 1,310,000 - 1,910,796 Stock and Unit-Based Compensation Expense The Company recognized $3,609 and $1,305 in unit-based compensation expense related to the profits interests for the three-months ended September 30, 2020 and 2019, respectively, and $8,898 and $1,942 for the nine-months ended September 30, 2020 and 2019, respectively. The Company recognized $25,750 and $0 in stock-based compensation expense related to options, RSAs, and RSUs for the three and nine-months ended September 30, 2020 and 2019, respectively. As part of the pre-IPO equity conversion discussed in Note 13, 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. 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. As a result of this conversion and modification of vesting terms from Sponsor’s Exit to service-based vesting, the Company determined that 1,076,228 RSAs and options should be accounted for as a Type III modification (the award was not probable to vest prior to the modification but it was probable of vesting under the modified condition) for the three and nine-months ended September 30, 2020. The stock compensation expense recorded for these modifications was $18,228 for the three and nine-months ended September 30, 2020. These amounts were recognized within corporate, general, and administrative expenses in the consolidated statements of operations. As of September 30, 2020, the Company had approximately $313,874 in unrecognized compensation expense related to all non-vested awards (RSAs, options and RSUs) that will be recognized over the weighted-average period of 1.84 years. |
Commitments - Litigation And Co
Commitments - Litigation And Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Commitments Litigation And Contingencies | NOTE 15. COMMITMENTS – LITIGATION AND CONTINGENCIES Contingencies The Company is presently, and from time to time, subject to various claims and lawsuits arising in the normal course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position or results of operations. Uncertainties The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, Government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statues and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Management believes that the Company is in compliance with fraud and abuse as well as other applicable government laws and regulations. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as regulatory actions unknown at this time. |
Commitments - Operating Leases
Commitments - Operating Leases | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Commitments Operating Leases | NOTE 16. COMMITMENTS – OPERATING LEASES The Company leases corporate office space and operating facilities under operating leases. The Company’s headquarters is located in Chicago, Illinois. The Company recognized $2,095 and $3,100 of rent expense for the three-months ended September 30, 2020 and 2019 respectively, and $11,316 and $8,543 for the nine-months ended September 30, 2020 and 2019 respectively, included in cost of care and corporate, general and administrative expenses in the consolidated statements of operations. Various lease agreements provide for escalating rent payments over the life of the respective lease and the Company recognizes rent expense on a straight-line basis over the life of the lease. This results in a non-interest-bearing liability (deferred rent) that increases during the early portion of the lease term, as the cash paid is less than the expense recognized, and reverses by the end of the lease term. The Company recorded $13,317 and $12,901 at September 30, 2020 and December 31, 2019, respectively, of deferred rent that was classified as a long-term liability in the consolidated balance sheets. In addition to base rent, the centers are generally responsible for their proportionate share of real estate taxes and common area charges. Most of the leases contain renewal options at the Company’s election whereby the lease could be extended for terms ranging from five to ten years with base rent escalations. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Variable Interest Entities | NOTE 17. VARIABLE INTEREST ENTITIES The Physician Groups (as defined in Note 1) were established to employ healthcare providers, contract with managed care payors, and to deliver healthcare services to patients in the markets that the Company serves. The Company evaluated whether it has a variable interest in the Physician Groups, whether the Physician Groups are VIEs, and whether the Company has a controlling financial interest in the Physician Groups. The Company concluded that it has variable interests in the Physician Groups on the basis of its Administrative Service Agreement (“ASA”) which provides for reimbursement of costs and a management fee payable to the Company from the Physician Groups in exchange for providing management and administrative services which creates risks and a potential return to the Company. The Physician Group’s equity at risk, as defined by U.S. GAAP, is insufficient to finance its activities without additional support, and, therefore, the Physician Groups are considered VIEs. In order to determine whether the Company has The table below illustrates the VIE assets and liabilities and performance for the Physician Groups as of and for the periods ended: September 30, 2020 December 31, 2019 Total assets $ 359,551 $ 252,629 Total liabilities 323,129 230,527 For the Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Total revenues $ 213,907 $ 135,433 $ 622,685 $ 378,024 Medical claims expense 153,417 96,921 439,449 257,192 Cost of care 14,548 10,824 44,082 28,004 Total operating expenses $ 167,965 $ 107,745 $ 483,531 $ 285,196 Physician Group revenues consist of amounts recognized for services provided to patients and includes capitated revenue and a portion of the Company’s other patient service revenue and exclude certain care management services. All capitation arrangements are drafted 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 includes 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 MSO and the Physician Groups, which are eliminated in consolidation. There are no restrictions on the Physician Groups’ assets or on the settlement of its liabilities. The assets of the Physician Groups can be used to settle obligations of the Company. The Physician Groups are included in the Company’s obligated group; thus, creditors of the Company have recourse to the assets owned by the Physician Groups. There are no liabilities for which creditors of the Physician Groups do not have recourse to the general credit of the Company. There are no restrictions placed on the retained earnings or net income of the Physician Groups with respect to potential dividend payments. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Related Parties | NOTE 18. RELATED PARTIES In September 2018, the Company signed an agreement issuing 850,629 of a new class of investor units (Investor Units III-D) to Humana in exchange for $50,000. The balance related to Humana represented $55,084 of the redeemable investor units’ balance at December 31, 2019, which included accumulated preferred dividends in addition to Humana’s invested capital. Revenues The Company also has capitated managed care contracts with Humana. Total capitated revenues related to the Humana payor contracts were $92,271 and $77,358 for the three-months ended September 30, 2020 and 2019, respectively, and $286,125 and $226,771 for the nine-months ended September 30, 2020 and 2019, respectively. Receivables from Humana represented $22,093 and $49,647 of the capitated accounts receivable balance at September 30, 2020 and December 31, 2019, respectively. Within the Company’s other patient services revenue, revenues from Humana are included in both fee-for-service revenue and care coordination revenue. The Company had recognized $38 and $93 in other patient service revenue in the three-months ended September 30, 2020 and 2019, respectively, and $222 and $517 in other patient service revenue in the nine-months ended September 30, 2020 and 2019, respectively, related to the fee-for-service revenues. The Company had recognized $820 and $581 in other patient service revenue in the three-months ended September 30, 2020 and 2019, respectively, and $2,227 and $1,726 in other patient service revenue in the nine-months ended September 30, 2020 and 2019, respectively related to the Care Coordination arrangements. Receivables from Humana represented $22 and $66 of the other accounts receivable balance at September 30, 2020 and December 31, 2019, respectively, which is all related to fee-for-service arrangements. The unearned portion of the Care Coordination Payments was recorded in both the short term and long-term other liabilities accounts. The liability related to Humana Care Coordination Payments represented $3,385 and $2,540 of the other current liabilities and $9,134 and $4,705 of the other long-term liabilities’ balances at September 30, 2020 and December 31, 2019, respectively. Expenses Total medical claims expenses related to the Humana payor contracts were $62,152 and $54,998 in the three-months ended September 30, 2020 and 2019, respectively, and $185,970 and $154,370 in the nine-months ended September 30, 2020 and 2019, respectively. Unpaid claims related to Humana capitated contracts represented $60,103 and $58,916 of the liability for unpaid claims balance at September 30, 2020 and December 31, 2019, respectively. The Humana Alliance Provision contains an arrangement for a license fee that is payable by the Company to Humana for the Company’s provision of health care services in certain centers owned or leased by Humana. The license fee is a reimbursement to Humana for its costs of owning or leasing and maintaining the centers, including rental payments, center maintenance or repair expenses, equipment expenses, special assessments, cost of upgrades, taxes, leasehold improvements, and other expenses identified by Humana. The total license fees paid to Humana during the three-months ended September 30, 2020 and 2019 were $671 and $557 respectively, and the nine-months ended September 30, 2020 and 2019 were $2,013 and $1,455, respectively, and are included in cost of care expenses in the consolidated statement of operations. The liability for the Humana license fee represented $4,227 and $2,753 of the other current liabilities balance at September 30, 2020 and December 31, 2019, respectively. The Company has entered into certain lease arrangements with Humana, which accounted for approximately $847 and $311 of the total operating lease rental payments within the cost of care line item for the three-months ended September 30, 2020 and 2019, respectively, and $1,910 and $907 for the nine-months ended September 30, 2020 and 2019, respectively. The deferred rent liability related to Humana leases represented $748 and $1,034 at September 30, 2020 and December 31, 2019, respectively. |
Segment Financial Information
Segment Financial Information | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Segment Financial Information | NOTE 19. SEGMENT FINANCIAL INFORMATION The Company’s chief operating decision makers regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company identified operating segments based on the responsibility of its chief operating decision makers and operate in and reports as a single operating segment, which is to care for its patients’ needs. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenues were earned in the United States. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Net Loss Per Share | NOTE 20. NET 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, obtained feedback from its investors 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 three and nine-months ended September 30, 2019. The basic and diluted earnings per share for the three and nine-months ended September 30, 2020 is applicable only for the period from August 10, 2020 to September 30, 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. The following table sets forth the computation of basic and diluted loss per common share for the three and nine-months ended September 30, 2020: Three-months ended September 30, 2020 Nine-months ended September 30, 2020 Numerator: Net loss attributable to common stock/unitholders $ (64,530 ) $ (128,097 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO (5,418 ) (27,220 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO (25,701 ) (67,466 ) Net loss attributable to OSH Inc. $ (33,411 ) $ (33,411 ) Denominator: Weighted average common stock outstanding - basic and diluted 218,261,866 218,261,866 Net loss per share – basic and diluted $ (0.15 ) $ (0.15 ) The Company’s potentially dilutive securities, which included stock options, unvested RSUs and unvested RSAs, have been excluded from the computation of diluted net loss per common share as the effect would reduce the 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 loss per share for the periods indicated: Nine-months ended September 30, 2020 Stock options 14,921,281 RSUs 148,876 RSAs 22,234,012 37,304,169 |
Pro Forma Information
Pro Forma Information | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Pro Forma Information | NOTE 21. PRO FORMA INFORMATION (UNAUDITED) The following paragraphs detail the impact to our financials related to the conversion of the Company (limited liability company) to a corporation in accordance with Subchapter C of the Internal Revenue Code (a “C” corporation). The pro forma full year income taxes and net income reflect federal and state income taxes (assuming a 25% combined effective tax rate) as if the Company had been taxed as a C corporation for the three and nine-months ended September 30, 2020 and 2019. The Company determined that the pro forma income tax expense for the three and nine-months ended September 30, 2020 and 2019 was zero, and accordingly, and pro forma net income remained unchanged from amounts as reported. Additionally, deferred income tax assets and liabilities will be recognized as a result of the conversion from a limited liability company to a C corporation. The Company is in a net deferred tax asset position. In accordance with accounting standards, the Company has recorded a valuation allowance to reduce the value of the net deferred tax assets to zero, the amount that is more likely than not to be realized. In evaluating the amount of deferred tax assets that were more likely than not to be realized the Company looked at all evidence both positive and negative in making its determination. The Company has been in a cumulative loss position for the past three years which is considered significant negative evidence that is difficult to overcome on a “more likely than not” standard through objectively verifiable data. Based on an evaluation in accordance with the accounting standards, as of September 30, 2020 and December 31, 2019 a valuation allowance was recorded against the net U.S. Federal and State deferred tax assets in order to measure only the portion of the deferred tax assets that are more likely than not to be realized based on the weight of all the available evidence. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | 4. Subsequent Events The Company has evaluated subsequent events through April 1, 2020, the date that this financial statement was issued. For purposes of this financial statement, the Company has not evaluated any subsequent events after this date. | |
OAK Street Health Inc and Affiliates [Member] | ||
Subsequent Events | NOTE 22. SUBSEQUENT EVENTS Management of the Company evaluated subsequent events through November 9, 2020, the date on which the consolidated financial statements were issued. As discussed in Note 1, U.S. Department of Health and Human Services distributed grants to healthcare providers to offset the impacts of COVID-19 related expenses and lost revenues. 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 or lost revenues that are attributable to COVID-19 as defined by HHS. In October 2020, the Company received an additional $3,725 from HHS related to the CARES Act. In October 2020, the HHS further revised its guidance for reporting requirements for providers that accepted funding from the Public Health and Social Services Emergency Fund (“October 2020 PRF Guidance”). In addition to other changes, this guidance significantly modified the methodology for determining health care expenses, general and administrative expenses and lost revenues attributable to COVID-19 in connection with the grants. These revised guidelines did not impact the income we recognized to date in the three and nine-months ended September 30, 2020. |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization Oak Street Health, Inc. (the “Company”) was formed as a Delaware corporation on October 22, 2019. The Company was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Oak Street Health, LLC and affiliates. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | 3. Common Stock The Company is authorized to issue 1,000 shares of common stock, par value $0.001 per share, none of which have been issued or are outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Line Items] | ||
Basis of Accounting | Basis of Accounting The balance sheet is presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity and cash flows have not been presented because there have been no activities in this entity as of December 31, 2019. | |
OAK Street Health Inc and Affiliates [Member] | ||
Significant Accounting Policies [Line Items] | ||
Initial Public Offering | Initial Public Offering On August 5, 2020, the Company’s Registration Statement on Form S-1 to register 17,968,750 shares of common stock, par value $0.001 per share, was declared effective by the Securities & Exchange Commission. The Company’s common stock began trading on August 6, 2020 on the New York Stock Exchange (“NYSE”) under the ticker symbol “OSH.” On August 10, 2020, we completed our IPO in which we issued and sold 17,968,750 shares of common stock at an offering price of $21.00 per share. The share amount includes the exercise in full of the underwriters’ options to purchase 2,343,750 additional shares of common stock. We received net proceeds of $351,229, after deducting underwriting discounts and commissions of $22,641 and deferred offering costs of $3,474. Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of our common stock in the IPO, including the legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. | |
Variable Interest Entities (“VIEs”) and Consolidation | Variable Interest Entities (“VIEs”) and Consolidation Oak Street Health, MSO LLC (“MSO”), a wholly owned subsidiary of the Company, was formed in 2013 to provide a wide range of management services to the Physician Groups (as defined below). Activities include but are not limited to operational support of the centers, marketing, information technology infrastructure and the sourcing and managing of health plan contracts. Oak Street Health Physicians Group PC, OSH-IN Physicians Group PC, OSH-MI Physicians Group PC, OSH-OH Physicians Group LLC, OSH-PA Physicians Group PC, OSH-RI Physicians Group PC and Oak Street Health of Texas, PLLC (collectively, the “Physician Groups”) employ healthcare providers to deliver primary care services to the Medicare covered population of Illinois, Indiana, Michigan, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee and Texas. These entities are consolidated as each are considered variable interest entities where the Company has a controlling financial interest (see Note 17). 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 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. In addition, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC, OSH-RI, LLC, and OSH-ESC Joint Venture, LLC which are consolidated in the Company’s financial statements. In August 2020, contributions were made to OSH-RI, LLC from Oak Street Health MSO, LLC (50.1% ownership) and BCBSRI (49.9% ownership) totaling $5,967 and $5,943, respectively. In August 2020, distributions were made from OSH-PCJ Joliet, LLC to Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $102 and $101, respectively. In the first quarter of 2019, initial contributions were made to OSH-ESC Joint Venture, LLC from Oak Street Health MSO, LLC (51.0% ownership) and Evangelical Services Corporation (49.0% ownership) totaling $2,754 and $2,646, respectively. 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 OSH Inc. and the other signatories party thereto (the “Master Structuring Agreement”), we have all management powers over the business and affairs of OSH LLC and to conduct, direct and exercise full control over the activities of OSH LLC. Due to our power to control the activities most directly affecting the results of OSH LLC, we are considered the primary beneficiary of the VIE. Accordingly, following the effective date of the IPO, we consolidate the financial results of OSH LLC and its affiliates and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended December 31, 2019 in the Company’s final prospectus (the “Prospectus”) for our IPO filed August 5, 2020 pursuant to rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine-months ended September 30, 2020, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The consolidated financial statements of the Company include the financial statements of all wholly owned subsidiaries and majority-owned or controlled companies. For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net loss (gain) attributable to non-controlling interests” in the consolidated statements of operations. Intercompany balances and transactions have been eliminated in consolidation. | |
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 areas where significant estimates are used in the accompanying financial statements include the liability for unpaid claims, stock/unit-based compensation, the valuation and related impairment recognition of long-lived assets, including intangibles and goodwill, and the valuation of embedded derivatives and redeemable investor units. Actual results could differ from those estimates. | |
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting | |
Business Combination | Business Combination On April 2, 2019, the Company entered into an agreement to purchase a primary care center, which constitutes a business, located in Flint, Michigan for cash consideration of $166, which was accounted for under the acquisition method of accounting pursuant to ASC 805. The acquisition is not material to the consolidated financial statements. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2018, the FASB issued ASU 2018-09, Codification Improvements Debt Modifications and Extinguishments Compensation-Stock Compensation-Income Taxes In August 2018, the FASB issued ASC 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure for Fair Value Measurement In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases In July 2017, the FASB issued ASU 2017-11, Earnings Per Unit Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In October 2018, the FASB issued ASU 2018-17, Consolidation – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”). We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Fee-For-Service [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The fee-for-service revenue by payor source for each period presented were as follows: For the Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Medicare 51 % 59 % 50 % 55 % Humana 8 % 8 % 7 % 11 % Other 41 % 33 % 43 % 34 % |
Capitated Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The Company had agreements in place with the payors listed below and payor sources of capitated revenue for each period presented were as follows: For the Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Humana 44 % 58 % 46 % 61 % Wellcare 12 % 8 % 12 % 9 % Cigna-Health Spring 9 % 9 % 10 % 9 % Other 35 % 25 % 32 % 21 % |
Other Patient Service Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Composition of Revenues | The composition of other patient service revenue for each period was as follows: For the Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Care coordination $ 5,228 $ 4,390 $ 14,504 $ 6,845 Fee for service 879 1,677 3,182 4,703 Total other patient service revenue $ 6,107 $ 6,067 $ 17,686 $ 11,548 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Property, Plant and Equipment [Line Items] | |
Summary of Property Plant and Equipment | Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Leasehold improvements $ 58,433 $ 56,608 Furniture and fixtures 4,686 3,888 Computer equipment 15,043 9,785 Internal use software 3,796 1,679 Office equipment 9,484 8,934 Construction in process 5,227 3,212 Total, at cost 96,669 84,106 Less accumulated depreciation (24,479 ) (16,710 ) Property and equipment, net $ 72,190 $ 67,396 |
Other Current And Long-Term L_2
Other Current And Long-Term Liabilities (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities [Line Items] | |
Summary of Accrued Liabilities | Accrued compensation and benefits consisted of the following as of: September 30, 2020 December 31, 2019 Accrued paid time off $ 4,891 $ 2,319 Accrued bonus and commission 11,681 16,814 Accrued payroll and taxes 4,432 7,052 Other 2,430 2,425 $ 23,434 $ 28,610 |
Summary of Other Current Liabilities | Other current liabilities consisted of the following as of: September 30, 2020 December 31, 2019 Humana license fee $ 4,227 $ 2,753 Lease incentive obligation, current 550 550 Contract liabilities, current 3,719 3,785 Accrual for goods or services received, not invoiced 8,141 2,876 CARES Act Medicare advances 1,520 - Other current liabilities 3,955 1,037 $ 22,111 $ 11,001 |
Summary of Other Noncurrent Liabilities | Other long-term liabilities consisted of the following as of: September 30, 2020 December 31, 2019 Contract liabilities, net of current $ 9,356 $ 5,039 Lease incentive obligation, net of current 5,193 5,605 Bifurcated derivative - 152 CARES Act deferred payroll taxes 4,200 - Other long-term liabilities 20 20 $ 18,769 $ 10,816 |
Liability For Unpaid Claims (Ta
Liability For Unpaid Claims (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of Liability for Unpaid Claims and Claims Adjustment Expense | The Company’s liabilities for unpaid claims were as follows as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Balance, beginning of period $ 170,629 $ 68,174 Incurred health care costs: Current year 428,708 383,169 Prior years 11,364 268 Total claims incurred $ 440,072 $ 383,437 Current year (233,379 ) (226,618 ) Prior years (120,821 ) (56,220 ) Total claims paid $ (354,200 ) $ (282,838 ) Adjustments to other claims-related liabilities 726 1,856 Balance, end of year $ 257,227 $ 170,629 |
Long- Term Debt (Tables)
Long- Term Debt (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Long-term Debt Instruments | OSH LLC entered into a debt agreement with Hercules Capital, Inc. (“Hercules”) for $20,000 on August 7, 2017, as discussed further below. On August 11, 2020, the Company used a portion of the net proceeds from the offering to pay off the $80,000 principal outstanding under the Hercules debt agreement, 9.75% interest loan originally due to mature December 2022 in full at a price of 107%. In connection with the voluntary prepayment of the entire remaining borrowings outstanding, the Company recognized interest expense, net of $3,204 during the third quarter of 2020 related to the prepayment charge, the end of term charge and the write off of unamortized debt issuance costs. Long-term debt balances as of the September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Note payable to Hercules Capital, Inc., originally dated August 7, 2017 and amended April 26, 2019 and January 13, 2020. The note bears a floating interest rate of the greater of 9.75% or the sum the Prime Rate plus 5.00%. $ - $ 80,000 Total debt Less: Unamortized discount and debt issuance costs - 1,347 Current maturities - (18,507 ) Total long-term debt $ - $ 62,840 |
Summary of Debt Issuance Costs | Debt issuance costs and original issuance discount as of the periods presented below were as follows: September 30, 2020 December 31, 2019 Accretion of end-of-term charge $ - $ (1,830 ) Original issuance discount - 191 Additional issuance discount - 543 Amortization of deferred financing costs - (251 ) Unamortized discount and debt issuance costs $ - $ (1,347 ) |
Redeemable Investor Units (Tabl
Redeemable Investor Units (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity [Line Items] | |
Summary of redeemable investor units | Redeemable investor units consisted of the following at the issuance price per unit as of December 31, 2019: December 31, 2019 Units Issued and Outstanding Issuance Price per Unit Total Value Investor Units I 382,572 $ 12.00 $ 4,591 Investor Units II 509,796 16.20 8,259 Investor Units III-A – Issued prior to 12/1/2015 1,872,409 20.25 37,916 Investor Units III-A – Issued after December 1, 2015 6,043,421 26.38 159,425 Investor Units III-B 568,613 26.38 15,000 Investor Units III-C 747,661 58.78 43,948 Investor Units III-D 876,147 58.78 51,500 Total 11,000,619 $ 320,638,733 |
OAK Street Health Inc and Affiliates [Member] | |
Temporary Equity [Line Items] | |
Summary of investor units activity | The following table shows OSH LLC’s activity related to its investor units as of and for the periods ending: Investor Units I Investor Units II Investor Units III- A Investor Units III- B Investor Units III- C Investor Units III D Investor Units III E Total Outstanding, December 31, 2018 382,572 509,796 7,915,830 568,613 747,661 850,629 - 10,975,101 Issued - - - - - 25,518 - 25,518 Outstanding, December 31, 2019 382,572 509,796 7,915,830 568,613 747,661 876,147 - 11,000,619 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, September 30, 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 $ 3,265 382,572 $ 7.60 $ 2,908 Investor Units II 509,796 10.15 5,175 509,796 8.95 4,563 Investor Units III-A – Issued prior to 12/1/2015 1,872,409 10.48 19,627 1,872,409 9.09 17,020 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47,757 6,043,421 6.34 38,322 Investor Units III-B 568,613 5.51 3,132 568,613 4.06 2,306 Investor Units III-C 747,661 11.34 8,477 747,661 8.14 6,089 Investor Units III-D 876,147 8.98 7,865 876,147 5.89 5,162 Investor Units III-E 1,471,623 5.64 8,293 - - - $ 103,591 $ 76,370 |
Stockholders' Equity_ Members_2
Stockholders' Equity/ Members' Deficit (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Limited Liability Company Llc Members Equity [Line Items] | |
Summary of common stock/units outstanding | The Company’s common stock/units consisted of the following founders’ units, incentive units, profits interests, and common stock (see Note 14) 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 Balances as of December 31, 2018 606,313 13,755 1,454,148 - 2,074,216 Granted - - 496,763 - 496,763 Exercised - - - - - Repurchased/Forfeited - - (40,115 ) - (40,115 ) Balance as of December 31, 2019 606,313 13,755 1,910,796 - 2,530,864 Granted - - 1,095,067 - 1,095,067 Tender Offer (107,208 ) (1,142 ) (22,801 ) - (131,151 ) Exercised - - - - - Repurchased/Forfeited - - (38,146 ) (41,651 ) (79,797 ) 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 - - - 2,831 2,831 Balances as of September 30, 2020 - - - 240,828,714 240,828,714 |
Summary of common units tendered | The following units were tendered to OSH LLC: Number of Units Tendered Purchase Price per Unit Total Purchase Price Founders’ Units 107,208 $ 156.29 $ 16,756 Incentive Units 1,142 156.29 178 Profits Interest Hurdle Value $265,158 17,622 136.04 2,397 Profits Interest Hurdle Value $346,107 3,684 129.91 479 Profits Interest Hurdle Value $386,277 1,495 126.90 190 Total Common Units 131,151 $ 20,000 |
Stock And Unit-Based Compensa_2
Stock And Unit-Based Compensation (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Stock Option Activity | The following is a summary of stock option activity transactions as of and for the periods ended September 30, 2020 and December 31, 2019: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2019 - Conversion 14,313,416 $ 21.00 Granted 629,809 21.17 Exercised (2,831 ) 21.00 Cancelled (19,113 ) 21.00 Outstanding, September 30, 2020 14,921,281 $ 21.01 9.85 $ 484,030 Options exercisable as of September 30, 2020 1,763,506 $ 21.00 9.85 $ 57,208 |
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 periods ended September 30, 2020 and December 31, 2019: Profits Interests Weighted- Average Grant Date Fair Value Outstanding, December 31, 2018 1,454,148 $ 2.35 Granted 496,763 42.35 Vested 193,375 2.32 Forfeited/Repurchased (40,115 ) 5.74 Outstanding, December 31, 2019 1,910,796 12.68 Granted 1,095,067 55.03 Vested 271,710 4.79 Forfeited/Repurchased (60,947 ) 9.75 Conversion (2,944,916 ) 28.49 Outstanding, September 30, 2020 - - Vested outstanding, September 30, 2020 - - Vested outstanding, December 31, 2019 389,531 As of September 30, 2020 As of December 31, 2019 Units Outstanding Hurdle Value Units Outstanding Hurdle Value - $ 265,158 111,076 $ 234,834 - 346,107 160,492 306,706 - 386,277 45,275 342,451 - 685,350 265,374 608,955 - 782,361 462,292 645,000 - 922,500 521,225 697,700 - 1,582,500 345,062 1,310,000 - 1,910,796 |
RSA [Member] | |
Summary of Restricted Stock Awards (RSA) Activity | The following is a summary of RSA transactions as of and for the periods ended September 30, 2020 and December 31, 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion 22,612,472 $ 11.44 Granted - Vested (336,809 ) 2.94 Cancelled and forfeited (41,651 ) 12.89 Unvested, September 30, 2020 22,234,012 $ 11.57 |
RSU [Member] | |
Summary of Restricted Stock Awards (RSA) Activity | The following is a summary of RSU transactions as of and for the periods ended September 30, 2020 and December 31, 2019: Unvested Shares Grant Date Fair Value Unvested, December 31, 2019 - Conversion - Granted 148,876 $ 22.29 Vested - Cancelled and forfeited - Unvested, September 30, 2020 148,876 $ 22.29 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of VIE Assets and Liabilities and Performance for the Physician Groups | The table below illustrates the VIE assets and liabilities and performance for the Physician Groups as of and for the periods ended: September 30, 2020 December 31, 2019 Total assets $ 359,551 $ 252,629 Total liabilities 323,129 230,527 For the Three-Months Ended For the Nine-Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Total revenues $ 213,907 $ 135,433 $ 622,685 $ 378,024 Medical claims expense 153,417 96,921 439,449 257,192 Cost of care 14,548 10,824 44,082 28,004 Total operating expenses $ 167,965 $ 107,745 $ 483,531 $ 285,196 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Basic and Diluted Net Loss Per Common Unit | The following table sets forth the computation of basic and diluted loss per common share for the three and nine-months ended September 30, 2020: Three-months ended September 30, 2020 Nine-months ended September 30, 2020 Numerator: Net loss attributable to common stock/unitholders $ (64,530 ) $ (128,097 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO (5,418 ) (27,220 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO (25,701 ) (67,466 ) Net loss attributable to OSH Inc. $ (33,411 ) $ (33,411 ) Denominator: Weighted average common stock outstanding - basic and diluted 218,261,866 218,261,866 Net loss per share – basic and diluted $ (0.15 ) $ (0.15 ) |
Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated: Nine-months ended September 30, 2020 Stock options 14,921,281 RSUs 148,876 RSAs 22,234,012 37,304,169 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Apr. 02, 2019 | Oct. 31, 2020 | Aug. 31, 2020 | Mar. 31, 2018 | Sep. 30, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 05, 2020 | Jun. 30, 2020 |
Organization And Nature Of Business [Line Items] | ||||||||||||
Organisation incorporated date | Oct. 22, 2019 | |||||||||||
Shares of common stock was declared effective | 500,000,000 | 1,000 | 1,000 | |||||||||
Members capital par value or stated value per unit | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Number of units converted | 3,456,634 | |||||||||||
Number of shares issued upon conversion | 38,111,001 | 12,472,242 | ||||||||||
Reclassification of members capital | $ 7,006 | |||||||||||
CARES Act [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Grants received | $ 3,725 | |||||||||||
Common Stock Subject To Service-Based Vesting [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Number of shares issued upon conversion | 22,612,472 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Shares of common stock was declared effective | 500,000,000 | 500,000,000 | 1,000 | |||||||||
Members capital par value or stated value per unit | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Stock issued during period shares | 1,471,623 | 25,518 | ||||||||||
Proceeds from initial public offering | $ 351,229 | $ 377,344 | ||||||||||
Payments for underwriting expense | 22,641 | |||||||||||
Deferred offering costs | $ 3,474 | |||||||||||
Number of units converted | 15,928,876 | (3,456,634) | ||||||||||
Number of shares issued upon conversion | 200,286,312 | 12,472,242 | ||||||||||
Reclassification of redeemable investor units | $ 545,001 | |||||||||||
Payments to acquire businesses, gross | $ 166 | |||||||||||
Contract liabilities, current | $ 3,719 | $ 3,719 | $ 3,785 | |||||||||
Deferred payroll taxes | 4,200 | $ 4,200 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Percentage of interest free loans received | 100.00% | |||||||||||
Period after mediclaim issue when advance payments will begin | 1 year | |||||||||||
Period after mediclaim issue when advance payments are due | 11 months | |||||||||||
Proceeds from short term debt | 1,520 | |||||||||||
Contract liabilities, current | 1,520 | $ 1,520 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | Repayment Period One [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Recoupment percentage of medicare payments | 25.00% | |||||||||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | Repayment Period Two [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Recoupment percentage of medicare payments | 50.00% | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Grant [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Grants received | 24 | $ 4,698 | ||||||||||
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 | $ 3,938 | $ 4,722 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | Revenue Benchmark [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Concentration risk percentage | 97.00% | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Primary Care Center [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Payments to acquire businesses, gross | $ 166 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Oak Street Health MSO LLC [Member] | Corporate Joint Venture [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Ownership percentage in joint ventures | 50.10% | 51.00% | ||||||||||
Contributions made to joint ventures | $ 5,967 | $ 2,754 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | BCBSRI [Member] | Corporate Joint Venture [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Ownership percentage in joint ventures | 49.90% | |||||||||||
Contributions made to joint ventures | $ 5,943 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Evangelical Services Corporation [Member] | Corporate Joint Venture [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Ownership percentage in joint ventures | 49.00% | |||||||||||
Contributions made to joint ventures | $ 2,646 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Oak Street Health PCJ Joliet [Member] | Corporate Joint Venture [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Ownership percentage in joint ventures | 50.10% | |||||||||||
Contributions made to joint ventures | $ 102 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Primary Care Physicians of Joliet [Member] | Corporate Joint Venture [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Ownership percentage in joint ventures | 49.90% | |||||||||||
Contributions made to joint ventures | $ 101 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Additional Paid-In Capital [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Reclassification of members capital | 7,006 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Reclassification of members capital | $ 223 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock Option To Purchase [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Number of units converted | 1,924 | |||||||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock Subject To Service-Based Vesting [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Number of shares issued upon conversion | 22,612,472 | |||||||||||
IPO [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Stock issued during period shares | 17,968,750 | |||||||||||
Shares offering, price per share | $ 21 | |||||||||||
IPO [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Shares of common stock was declared effective | 17,968,750 | |||||||||||
Members capital par value or stated value per unit | $ 0.001 | |||||||||||
Stock issued during period shares | 17,968,750 | |||||||||||
Shares offering, price per share | $ 21 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Stock issued during period shares | 2,343,750 | |||||||||||
Over-Allotment Option [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||||
Organization And Nature Of Business [Line Items] | ||||||||||||
Stock issued during period shares | 2,343,750 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2020 |
ASU 2018-09 [Member] | |
Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2018-13 [Member] | |
Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Revenue From Contract With Customerline Items [Line Items] | |||||
Capitated accounts receivable (Humana comprised $22,093 and $49,647 as of September 30, 2020 and December 31, 2019, respectively) | $ 224,175 | $ 224,175 | $ 167,429 | ||
Cost of care | 889 | $ 973 | 1,736 | $ 2,728 | |
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 | 1,494 | $ 1,634 | 2,916 | $ 4,582 | |
Humana [Member] | |||||
Revenue From Contract With Customerline Items [Line Items] | |||||
Capitated accounts receivable (Humana comprised $22,093 and $49,647 as of September 30, 2020 and December 31, 2019, respectively) | $ 22,093 | $ 22,093 | $ 49,647 | ||
Accounts Receivable [Member] | Other Patient Service Revenue [Member] | Humana [Member] | |||||
Revenue From Contract With Customerline Items [Line Items] | |||||
Concentration risk percentage | 8.00% | 9.00% | |||
Accounts Receivable [Member] | Other Patient Service Revenue [Member] | Medicare [Member] | |||||
Revenue From Contract With Customerline Items [Line Items] | |||||
Concentration risk percentage | 31.00% | 47.00% | |||
Accounts Receivable [Member] | Other Patient Service Revenue [Member] | Others [Member] | |||||
Revenue From Contract With Customerline Items [Line Items] | |||||
Concentration risk percentage | 61.00% | 44.00% | |||
Medicare Part D [Member] | Medical Claims Expenditure [Member] | |||||
Revenue From Contract With Customerline Items [Line Items] | |||||
Concentration risk percentage | 4.00% | 4.00% | 4.00% | 4.00% | |
Medicare Part D [Member] | Capitated Revenue [Member] | |||||
Revenue From Contract With Customerline Items [Line Items] | |||||
Concentration risk percentage | 3.00% | 3.00% | 2.00% | 3.00% | |
Accounting Standards Update 2014-09 [Member] | Acuity Adjustment [Member] | |||||
Revenue From Contract With Customerline Items [Line Items] | |||||
Capitated accounts receivable (Humana comprised $22,093 and $49,647 as of September 30, 2020 and December 31, 2019, respectively) | $ 4,876 | $ 4,876 | $ 9,026 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Sources of Capitated Revenue (Detail) - Capitated Revenue [Member] - OAK Street Health Inc and Affiliates [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Humana [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 44.00% | 58.00% | 46.00% | 61.00% |
Wellcare [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 12.00% | 8.00% | 12.00% | 9.00% |
Cigna-HealthSpring [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 9.00% | 9.00% | 10.00% | 9.00% |
Other [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 35.00% | 25.00% | 32.00% | 21.00% |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Composition Of Revenues (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | $ 217,896 | $ 139,140 | $ 634,062 | $ 383,004 |
Other Patient Service Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | 6,107 | 6,067 | 17,686 | 11,548 |
Other Patient Service Revenue [Member] | Care Coordination [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | 5,228 | 4,390 | 14,504 | 6,845 |
Other Patient Service Revenue [Member] | Fee-For-Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | $ 879 | $ 1,677 | $ 3,182 | $ 4,703 |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Sources of Fee for Service Revenue (Detail) - OAK Street Health Inc and Affiliates [Member] - Fee-For-Service [Member] - Other Patient Service Revenue [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Medicare [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 51.00% | 59.00% | 50.00% | 55.00% |
Humana [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 8.00% | 8.00% | 7.00% | 11.00% |
Other [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 41.00% | 33.00% | 43.00% | 34.00% |
Fair Value of Financial Measure
Fair Value of Financial Measurement - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value measurements for the bifurcated derivative | $ 152 | ||||
Other Noncurrent Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value measurements for the bifurcated derivative | $ 0 | $ 0 | $ 152 | ||
Interest Expense [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Changes in fair value of the bifurcated derivative | $ 449 | $ 30 | $ 152 | $ 519 |
Property And Equipment - Summar
Property And Equipment - Summary of Property Plant and Equipment (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 96,669 | $ 84,106 |
Less accumulated depreciation | (24,479) | (16,710) |
Property, plant and equipment, net | 72,190 | 67,396 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 58,433 | 56,608 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,686 | 3,888 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,043 | 9,785 |
Internal Use Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,796 | 1,679 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,484 | 8,934 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,227 | $ 3,212 |
Property And Equipment - Additi
Property And Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
OAK Street Health Inc and Affiliates [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 2,784 | $ 1,956 | $ 7,769 | $ 5,344 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Goodwill and Intangible Assets [Line Items] | ||||||
Goodwill | $ 9,634 | $ 9,634 | $ 9,634 | |||
Goodwill, impairment loss | $ 0 | |||||
Net intangible assets | 3,062 | 3,062 | $ 3,352 | |||
Amortization of intangible assets | $ 97 | $ 97 | $ 290 | $ 290 |
Internal Use Software - Additio
Internal Use Software - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Internal Use Software [Line Items] | |||||
Internal use of software, capitalized | $ 3,796 | $ 3,796 | $ 1,679 | ||
Internal use of software, accumulated depreciation | 602 | 602 | $ 327 | ||
Capitalized development costs expensed | $ 133 | $ 93 | $ 274 | $ 155 |
Other Current And Long -Term Li
Other Current And Long -Term Liabilities - Summary of Accrued Liabilities (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities [Line Items] | ||
Accrued paid time off | $ 4,891 | $ 2,319 |
Accrued bonus and commission | 11,681 | 16,814 |
Accrued payroll and taxes | 4,432 | 7,052 |
Other | 2,430 | 2,425 |
Total | $ 23,434 | $ 28,610 |
Other Current And Long -Term _2
Other Current And Long -Term Liabilities - Summary of Other Current Liabilities (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities [Line Items] | ||
Humana license fee | $ 4,227 | $ 2,753 |
Lease incentive obligation, current | 550 | 550 |
Contract liabilities, current | 3,719 | 3,785 |
Accrual for goods or services received, not invoiced | 8,141 | 2,876 |
CARES Act Medicare advances | 1,520 | |
Other current liabilities | 3,955 | 1,037 |
Total | $ 22,111 | $ 11,001 |
Other Current And Long -Term _3
Other Current And Long -Term Liabilities - Summary of Other Noncurrent Liabilities (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Contract liabilities, net of current | $ 9,356 | $ 5,039 |
Lease incentive obligation, net of current | 5,193 | 5,605 |
Bifurcated derivative | 152 | |
CARES Act deferred payroll taxes | 4,200 | |
Other long-term liabilities | 20 | 20 |
Total | $ 18,769 | $ 10,816 |
Liability For Unpaid Claims- Ad
Liability For Unpaid Claims- Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Earning per share basic and diluted | $ (0.15) | $ (0.15) | ||
Medical Claims Expenses [Member] | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | $ 154,564 | $ 98,003 | $ 442,308 | $ 259,622 |
Medical Claims Expenses [Member] | Restatement Adjustment [Member] | Three Months Ending Thirty June Two Thousand And Twenty [Member] | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 20 | 11,364 | ||
Provider Excess Insurance Scheme [Member] | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Insurance premium expenditure incurred | 921 | 749 | 2,633 | 1,707 |
Insurance premium expenditure reimbursed | $ 766 | $ 0 | 1,519 | $ 0 |
Providers excess insurance deductible per member | 250 | |||
Provider Excess Insurance Scheme [Member] | Maximum [Member] | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Providers excess insurance deductible per member | $ 5,000 |
Liability For Unpaid Claims - S
Liability For Unpaid Claims - Summary of Liability for Unpaid Claims and Claims Adjustment Expense (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Balance, beginning of period | $ 170,629 | $ 68,174 |
Incurred health care costs: | ||
Total claims incurred | 440,072 | 383,437 |
Current year | 233,379 | 226,618 |
Prior years | 120,821 | 56,220 |
Total claims paid | (354,200) | (282,838) |
Adjustments to other claims-related liabilities | 726 | 1,856 |
Balance, end of year | 257,227 | 170,629 |
Current year [Member] | ||
Incurred health care costs: | ||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 428,708 | 383,169 |
Prior years [Member] | ||
Incurred health care costs: | ||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | $ 11,364 | $ 268 |
Long- Term Debt - Additional In
Long- Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 11, 2020 | Jun. 28, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Feb. 01, 2020 | Jul. 01, 2019 | Apr. 26, 2019 | Apr. 01, 2019 | Aug. 07, 2017 |
OAK Street Health Inc and Affiliates [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Notes payable | $ 80,000 | |||||||||||||||
Proceeds from long-term debt | $ 29,457 | |||||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt variable interest rate percentage | 9.75% | |||||||||||||||
Debt instrument maturity date | Dec. 1, 2022 | |||||||||||||||
Long term debt description of variable interest rate spread | prime rate plus 5.00 | |||||||||||||||
Debt instrument variable interest rate spread | 5.00% | |||||||||||||||
Long term debt prepayment penalty percentage | 0.50% | |||||||||||||||
Debt instrument maturity start date | Oct. 1, 2021 | |||||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | Prepayment On Or Before Thirteenth June Two Thousand And Twenty [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt prepayment penalty percentage | 2.00% | |||||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | Prepayment After Thirteenth June Two Thousand And Twenty But Before Thirty First December Two Thousand And Twenty [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt prepayment penalty percentage | 1.00% | |||||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | Interest [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity start date | Jul. 1, 2020 | |||||||||||||||
Hercules Capital Inc [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity date | Jun. 1, 2022 | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Derivative liability | $ 0 | $ 0 | $ 152 | |||||||||||||
Debt instrument accrual of end of term charge | 0 | 0 | $ 4,760 | |||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Interest Expense [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Gain loss due to changes in fair value of derivative liability | $ 449 | $ 30 | $ 152 | $ 519 | ||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Principal And End Of Term Charge [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity date | Sep. 1, 2021 | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Interest [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument frequency of periodic payment | 13 months | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Principal [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument frequency of periodic payment | 36-month | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 20,000 | |||||||||||||||
Long term debt variable interest rate percentage | 9.75% | 9.75% | 9.75% | 9.75% | ||||||||||||
Long term debt description of variable interest rate spread | Prime Rate plus 5.00% | |||||||||||||||
Debt instrument variable interest rate spread | 4.75% | |||||||||||||||
Proceeds from long-term debt | $ 10,000 | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Within Twelve Months From The Closing Date [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt prepayment penalty percentage | 3.00% | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | After Twelve Months And Within Twenty Four Months From The Closing Date [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt prepayment penalty percentage | 2.00% | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | After Twenty Four Months From The Closing Date [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt prepayment penalty percentage | 1.00% | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt prepayment penalty percentage | 1.00% | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt prepayment penalty percentage | 3.00% | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement Two [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt description of variable interest rate spread | the Prime Rate minus 4.75%. | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity date | Jun. 1, 2022 | |||||||||||||||
Debt instrument end of term charge in percentage terms | 5.95% | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche One [Member] | Debt Instrument Amendment Agreement Two [Member] | Principal And End Of Term Charge [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Notes payable | $ 80,000 | |||||||||||||||
Long term debt variable interest rate percentage | 9.75% | |||||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | |||||||||||||||
Debt instrument prepayment charge | $ 3,204 | |||||||||||||||
Interest rate accrual percentage on maturity | 107.00% | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche One [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 30,000 | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche Four [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 10,000 | |||||||||||||||
Proceeds from long-term debt | $ 10,000 | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche Two [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 30,000 | |||||||||||||||
Hercules Capital Inc [Member] | OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Tranche Three [Member] | Debt Instrument Amendment Agreement One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 20,000 |
Long- Term Debt - Summary of Lo
Long- Term Debt - Summary of Long-term Debt Instruments (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Note payable to Hercules Capital, Inc., originally dated August 7, 2017 and amended April 26, 2019 and January 13, 2020. The note bears a floating interest rate of the greater of 9.75% or the sum the Prime Rate plus 5.00%. | $ 80,000 |
Less: Unamortized discount and debt issuance costs | 1,347 |
Less: Current maturities | (18,507) |
Total long-term debt | $ 62,840 |
Long- Term Debt - Summary of _2
Long- Term Debt - Summary of Long-term Debt Instruments (Parenthetical) (Detail) - Notes Payable, Other Payables [Member] - Hercules Capital Inc [Member] - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Aug. 07, 2017 | |
Debt Instrument [Line Items] | |||
Long term debt variable interest rate percentage | 9.75% | 9.75% | 9.75% |
Long term debt description of variable interest rate spread | Prime Rate plus 5.00% | ||
Debt instrument issue date | Aug. 7, 2017 |
Long- Term Debt - Summary of De
Long- Term Debt - Summary of Debt Issuance Costs (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Schedule Of Debt Issuance Costs [Line Items] | |
Accretion of end-of-term charge | $ (1,830) |
Original issuance discount | 191 |
Additional issuance discount | 543 |
Amortization of deferred financing costs | (251) |
Unamortized discount and debt issuance costs, net | $ (1,347) |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net deferred tax assets | $ 0 | $ 0 | ||
Effective income tax rate | 0.00% | |||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Redeemable Investor Units - Add
Redeemable Investor Units - Additional Information (Detail) - USD ($) | Aug. 10, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | May 31, 2019 | Mar. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 38,111,001 | 12,472,242 | |||||||||
Deemed dividend | $ 103,591,000 | ||||||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 184,787,783 | ||||||||||
Total carrying value | $ 545,001,000 | ||||||||||
Investor Units Dividend Declared | $ 0 | ||||||||||
Investor Units III-E [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | ||||||||||
Shares Issued, Price Per Share | $ 156.29 | ||||||||||
Proceeds From Issuance Of Investor Units | $ 230,000,000 | ||||||||||
Payments Of Stock Issuance Costs | $ 5,637,000 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 268,817 | ||||||||||
Number of shares issued upon conversion | 200,286,312 | 12,472,242 | |||||||||
Total carrying value | $ 320,639,000 | ||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | 25,518 | |||||||||
Proceeds From Issuance Of Investor Units | $ 470,944,000 | (300,838,000) | $ (344,878,000) | $ (401,313,000) | $ (268,707,000) | $ (241,810,000) | |||||
OAK Street Health Inc and Affiliates [Member] | Redeemable Investor Units [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Total carrying value | 0 | 320,639,000 | $ 320,639,000 | $ 545,001,000 | $ 320,639,000 | $ 319,139,000 | |||||
Issuance of Series I, II and III Investor Units | $ 224,362,000 | $ 1,500,000 | |||||||||
Limited Liability Company (LLC) Member, Preferred Return Percentage | 8.00% | ||||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-D [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 876,147 | ||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 25,518 | 25,518 | |||||||||
Shares Issued, Price Per Share | $ 58.78 | $ 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 | ||||||||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-E [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Number of shares issued upon conversion | 1,471,623 | ||||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | ||||||||||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 58,240,199 | ||||||||||
General Atlantic Llc And New light Partners Lp [Member] | Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 126,278,767 |
Redeemable Investor Units - Sum
Redeemable Investor Units - Summary of Redeemable Investor Units (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Dec. 31, 2019 | May 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 11,000,619 | 10,975,101 | ||
Total Value | $ 320,638,733 | |||
Investor Units I [Member] | ||||
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 382,572 | 382,572 | 382,572 | |
Issuance Price per Unit | $ 12 | |||
Total Value | $ 4,591 | |||
Investor Units II [Member] | ||||
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 509,796 | 509,796 | 509,796 | |
Issuance Price per Unit | $ 16.20 | |||
Total Value | $ 8,259 | |||
Investor Units III-A – Issued prior to December 1, 2015 [Member] | ||||
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 1,872,409 | 1,872,409 | ||
Issuance Price per Unit | $ 20.25 | |||
Total Value | $ 37,916 | |||
Investor Units III-A – Issued after December 1,2015 [Member] | ||||
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 6,043,421 | 6,043,421 | ||
Issuance Price per Unit | $ 26.38 | |||
Total Value | $ 159,425 | |||
Investor Units III-B [Member] | ||||
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 568,613 | 568,613 | 568,613 | |
Issuance Price per Unit | $ 26.38 | |||
Total Value | $ 15,000 | |||
Investor Units III-C [Member] | ||||
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 747,661 | 747,661 | 747,661 | |
Issuance Price per Unit | $ 58.78 | |||
Total Value | $ 43,948 | |||
Investor Units III-D [Member] | ||||
Temporary Equity [Line Items] | ||||
Units Issued and Outstanding | 876,147 | 876,147 | 850,629 | |
Issuance Price per Unit | $ 58.78 | $ 58.78 | ||
Total Value | $ 51,500 |
Redeemable Investor Units - S_2
Redeemable Investor Units - Summary of Investor Units Activity (Detail) - shares | Aug. 10, 2020 | Feb. 29, 2020 | May 31, 2019 | Mar. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||||
Conversion | (38,111,001) | (12,472,242) | ||||
Investor Units III-E [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Issued | 1,471,623 | |||||
OAK Street Health Inc and Affiliates [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Beginning balance | 11,000,619 | 10,975,101 | ||||
Issued | 1,471,623 | 25,518 | ||||
Conversion | (200,286,312) | (12,472,242) | ||||
Ending Balance | 11,000,619 | |||||
OAK Street Health Inc and Affiliates [Member] | Investor Units I [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Beginning balance | 382,572 | 382,572 | ||||
Conversion | (382,572) | |||||
Ending Balance | 382,572 | 382,572 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units II [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Beginning balance | 509,796 | 509,796 | ||||
Conversion | (509,796) | |||||
Ending Balance | 509,796 | 509,796 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-A [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Beginning balance | 7,915,830 | 7,915,830 | ||||
Conversion | (7,915,830) | |||||
Ending Balance | 7,915,830 | |||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-B [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Beginning balance | 568,613 | 568,613 | ||||
Conversion | (568,613) | |||||
Ending Balance | 568,613 | 568,613 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-C [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Beginning balance | 747,661 | 747,661 | ||||
Conversion | (747,661) | |||||
Ending Balance | 747,661 | 747,661 | ||||
OAK Street Health Inc and Affiliates [Member] | Investor Units III-D [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Beginning balance | 876,147 | 850,629 | ||||
Issued | 25,518 | 25,518 | ||||
Conversion | (876,147) | |||||
Ending Balance | 876,147 | 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_3
Redeemable Investor Units - Summary of Dividends Preferred Stock (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||
Units | 11,000,619 | 10,975,101 | |
Total | $ 103,591 | $ 76,370 | |
Investor Units I [Member] | |||
Temporary Equity [Line Items] | |||
Units | 382,572 | 382,572 | 382,572 |
Per Unit | $ 8.53 | $ 7.60 | |
Total | $ 3,265 | $ 2,908 | |
Investor Units II [Member] | |||
Temporary Equity [Line Items] | |||
Units | 509,796 | 509,796 | 509,796 |
Per Unit | $ 10.15 | $ 8.95 | |
Total | $ 5,175 | $ 4,563 | |
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 | $ 19,627 | $ 17,020 | |
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 | $ 47,757 | $ 38,322 | |
Investor Units III-B [Member] | |||
Temporary Equity [Line Items] | |||
Units | 568,613 | 568,613 | 568,613 |
Per Unit | $ 5.51 | $ 4.06 | |
Total | $ 3,132 | $ 2,306 | |
Investor Units III-C [Member] | |||
Temporary Equity [Line Items] | |||
Units | 747,661 | 747,661 | 747,661 |
Per Unit | $ 11.34 | $ 8.14 | |
Total | $ 8,477 | $ 6,089 | |
Investor Units III-D [Member] | |||
Temporary Equity [Line Items] | |||
Units | 876,147 | 876,147 | 850,629 |
Per Unit | $ 8.98 | $ 5.89 | |
Total | $ 7,865 | $ 5,162 | |
Investor Units III-E [Member] | |||
Temporary Equity [Line Items] | |||
Units | 1,471,623 | ||
Per Unit | $ 5.64 | ||
Total | $ 8,293 |
Stockholders' Equity_ Members_3
Stockholders' Equity/ Members' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Apr. 27, 2020 | Aug. 31, 2020 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 05, 2020 | Jun. 30, 2020 |
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Number of units converted | 3,456,634 | |||||||||
Conversion of common stock shares issued upon conversion | 38,111,001 | 12,472,242 | ||||||||
Reclassification of members capital | $ 7,006 | |||||||||
Members capital par value or stated value per unit | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 500,000,000 | 1,000 | 1,000 | |||||||
OAK Street Health Inc and Affiliates [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 268,817 | |||||||||
Number of units converted | 15,928,876 | (3,456,634) | ||||||||
Conversion of common stock shares issued upon conversion | 200,286,312 | 12,472,242 | ||||||||
Issuance of Common Units | 1,471,623 | 25,518 | ||||||||
Members capital par value or stated value per unit | $ 0.01 | $ 0.01 | ||||||||
Common stock, shares authorized | 500,000,000 | 1,000 | ||||||||
Tender Offer Expiration Date | Apr. 27, 2020 | |||||||||
Limited Liability Company (LLC) Common Unit Tendered Value | $ 20,000 | $ 20,000 | ||||||||
Limited Liability Company (LLC) Common Units, Price Per Unit | $ 156.29 | |||||||||
Threshold Percentage On Transfer Of Common Units | 10.00% | |||||||||
Repurchase Of Units During The Period Tender Offer Value | (19,393) | |||||||||
Additional Compensation Expense | $ 606 | |||||||||
Preferred stock authorized | 50,000,000 | 0 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
OAK Street Health Inc and Affiliates [Member] | Accumulated Deficit [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Repurchase Of Units During The Period Tender Offer Value | $ 13,498 | |||||||||
OAK Street Health Inc and Affiliates [Member] | Member Units [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Issuance of Common Units | 251,500 | 1,095,067 | 495,995 | |||||||
Repurchase Of Units During The Period Tender Offer Value | $ (5,895) | |||||||||
IPO [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Issuance of Common Units | 17,968,750 | |||||||||
Shares offering, price per share | $ 21 | |||||||||
Preferred stock authorized | 50,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | |||||||||
IPO [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Issuance of Common Units | 17,968,750 | |||||||||
Shares offering, price per share | $ 21 | |||||||||
Members capital par value or stated value per unit | $ 0.001 | |||||||||
Common stock, shares authorized | 17,968,750 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Issuance of Common Units | 2,343,750 | |||||||||
Over-Allotment Option [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Issuance of Common Units | 2,343,750 | |||||||||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 58,240,199 | |||||||||
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] | ||||||||||
Conversion of common stock shares issued upon conversion | 22,612,472 | |||||||||
Common Stock Option To Purchase [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Number of units converted | 1,924 | |||||||||
Oak Street Health Inc [Member] | Common Stock [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 226,940 | |||||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 37,884,061 | |||||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock Subject To Service-Based Vesting [Member] | ||||||||||
Limited Liability Company Llc Members Equity [Line Items] | ||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 22,612,472 | |||||||||
OAK Street Health Inc and Affiliates [Member] | Common Stock Option To Purchase [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 | Mar. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
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] | ||||
Balances as of December 31, 2018 | 2,530,864 | 2,074,216 | ||
Granted | 1,095,067 | 496,763 | ||
Tender Offer | (131,151) | |||
Exercised | 2,831 | |||
Repurchased/Forfeited | (79,797) | (40,115) | ||
Conversion of pre IPO units | 15,928,876 | (3,456,634) | ||
Conversion common stock | 222,898,784 | |||
Initial Public Offering | 17,968,750 | |||
Balance as of December 31, 2019 | 240,828,714 | 2,530,864 | ||
Founders Units [Member] | OAK Street Health Inc and Affiliates [Member] | ||||
Limited Liability Company Llc Members Equity [Line Items] | ||||
Balances as of December 31, 2018 | 606,313 | 606,313 | ||
Tender Offer | (107,208) | |||
Conversion of pre IPO units | (499,105) | |||
Balance as of December 31, 2019 | 606,313 | |||
Incentive Units [Member] | OAK Street Health Inc and Affiliates [Member] | ||||
Limited Liability Company Llc Members Equity [Line Items] | ||||
Balances as of December 31, 2018 | 13,755 | 13,755 | ||
Tender Offer | (1,142) | |||
Conversion of pre IPO units | (12,613) | |||
Balance as of December 31, 2019 | 13,755 | |||
Profits Interest [Member] | OAK Street Health Inc and Affiliates [Member] | ||||
Limited Liability Company Llc Members Equity [Line Items] | ||||
Balances as of December 31, 2018 | 1,910,796 | 1,454,148 | ||
Granted | 1,095,067 | 496,763 | ||
Tender Offer | (22,801) | |||
Repurchased/Forfeited | (38,146) | (40,115) | ||
Conversion of pre IPO units | (2,944,916) | |||
Balance as of December 31, 2019 | 1,910,796 | |||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | ||||
Limited Liability Company Llc Members Equity [Line Items] | ||||
Exercised | 2,831 | |||
Repurchased/Forfeited | (41,651) | |||
Conversion common stock | 222,898,784 | |||
Initial Public Offering | 17,968,750 | |||
Balance as of December 31, 2019 | 240,828,714 |
Stockholders' Equity_ Members_5
Stockholders' Equity/ Members' Deficit - Summary of Common Stock/Units Outstanding (Parenthetical) (Detail) - $ / shares | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 |
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | $ 0.001 | $ 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 | 0.01 | $ 0.01 | |
Founders Units [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | 0.01 | ||
Incentive Units [Member] | Minimum [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | 0 | ||
Incentive Units [Member] | Maximum [Member] | OAK Street Health Inc and Affiliates [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | 26 | ||
Profits Interest [Member] | |||
Limited Liability Company Llc Members Equity [Line Items] | |||
Common units or stated par value per unit | $ 0 |
Stockholders' Equity_ Members_6
Stockholders' Equity/ Members' Deficit - Summary of Common Units Tendered (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2020 | Sep. 30, 2020 |
Limited Liability Company Llc Members Equity [Line Items] | ||
Number of Units Tendered | 131,151 | |
Purchase Price per Unit | $ 156.29 | |
Total Purchase Price | $ 20,000 | $ 20,000 |
Founders Units [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Number of Units Tendered | 107,208 | |
Purchase Price per Unit | $ 156.29 | |
Total Purchase Price | $ 16,756 | |
Incentive Units [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Number of Units Tendered | 1,142 | |
Purchase Price per Unit | $ 156.29 | |
Total Purchase Price | $ 178 | |
Profits Interest [Member] | Hurdle Value One [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Number of Units Tendered | 17,622 | |
Purchase Price per Unit | $ 136.04 | |
Total Purchase Price | $ 2,397 | |
Profits Interest [Member] | Hurdle Value Two [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Number of Units Tendered | 3,684 | |
Purchase Price per Unit | $ 129.91 | |
Total Purchase Price | $ 479 | |
Profits Interest [Member] | Hurdle Value Three [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Number of Units Tendered | 1,495 | |
Purchase Price per Unit | $ 126.90 | |
Total Purchase Price | $ 190 |
Stockholders' Equity_ Members_7
Stockholders' Equity/ Members' Deficit - Summary of Common Units Tendered (Parenthetical) (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Hurdle Value One [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Hurdle Value | $ 265,158 | $ 234,834 |
Hurdle Value Two [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Hurdle Value | 346,107 | 306,706 |
Hurdle Value Three [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Hurdle Value | 386,277 | $ 342,451 |
Profits Interest [Member] | Hurdle Value One [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Hurdle Value | 265,158 | |
Profits Interest [Member] | Hurdle Value Two [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Hurdle Value | 346,107 | |
Profits Interest [Member] | Hurdle Value Three [Member] | ||
Limited Liability Company Llc Members Equity [Line Items] | ||
Hurdle Value | $ 386,277 |
Stock And Unit-Based Compensa_3
Stock And Unit-Based Compensation- Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment award, expiration period | 10 years | |||||
Share-based payment Award, percentage of outstanding stock maximum | 25.00% | |||||
Aggregate intrinsic value of options exercised | $ 77 | $ 77 | $ 0 | $ 0 | ||
Fair Value of Options | 90,082 | 90,082 | 0 | 0 | ||
Non-vested Awards (RSAs, Options and RSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 313,874 | $ 313,874 | ||||
Unrecognized compensation expense, period of recognition | 1 year 10 months 2 days | |||||
OAK Street Health Inc and Affiliates [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercise of Options (In Shares) | 2,831 | |||||
Unit Options Outstanding | 14,921,281 | 14,921,281 | ||||
Equity instruments other than options grants in period | 1,095,067 | 496,763 | ||||
Risk free rate | 1.58% | |||||
Volatility rate | 35.00% | |||||
Time to liquidity event | 2 years 2 months 8 days | |||||
Stock and Unit-Based Compensation | $ 29,359 | 1,305 | $ 34,648 | 1,942 | ||
OAK Street Health Inc and Affiliates [Member] | Profits Interest Award [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock and Unit-Based Compensation | 3,609 | 1,305 | 8,898 | 1,942 | ||
OAK Street Health Inc and Affiliates [Member] | Performance Vesting units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock and Unit-Based Compensation | 25,750 | $ 0 | 25,750 | $ 0 | ||
OAK Street Health Inc and Affiliates [Member] | Sponsors Exit Service-based Vesting [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock and Unit-Based Compensation | $ 18,228 | $ 18,228 | ||||
Restricted stock awards | 1,076,228 | |||||
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercise of Options (In Shares) | 2,831 | 2,831 | ||||
Twenty Twenty Omnibus Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment award, number of shares available for issuance | 48,138,967 | |||||
Share-based compensation arrangement by share-based payment award, effective date | Aug. 5, 2020 | |||||
Twenty Twenty Employee Stock Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment award, number of shares available for issuance | 2,386,875 | |||||
Share-based payment Award, percentage of outstanding stock maximum | 1.00% | |||||
Sharebased compensation arrangement by sharebased payment award payroll deduction percentage on employee subscription | 15.00% | |||||
Sharebased compensation arrangement by sharebased payment award purchase price percentage applied on lower market price | 85.00% | |||||
Twenty Twenty Employee Stock Purchase Plan [Member] | Common Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Purchase of common stock shares | 0 | |||||
Twenty Twenty Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment award, number of shares available for issuance | 30,000,000 | |||||
Equity Incentive Plan 2015 [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercise of Options (In Shares) | 0 | |||||
Unit Options Outstanding | 0 | 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 | 0 | 251,500 | 1,095,067 | 495,995 |
Stock And Unit-Based Compensa_4
Stock And Unit-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Conversion | $ 21 |
Weighted Average Exercise Price, Granted | 21.17 |
Weighted Average Exercise Price, Exercised | 21 |
Weighted Average Exercise Price, Cancelled | 21 |
Weighted Average Exercise Price, Outstanding Ending Balance | 21.01 |
Weighted Average Exercise Price, Exercisable as of September 30, 2020 | $ 21 |
OAK Street Health Inc and Affiliates [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Conversion | 14,313,416 |
Granted | 629,809 |
Exercised | (2,831) |
Forfeitures – Profits Interests (In Shares) | (19,113) |
Options, Outstanding Ending Balance | 14,921,281 |
Options, Exercisable as of September 30, 2020 | 1,763,506 |
Weighted Average Contractual Term Remaining (in years) | 9 years 10 months 6 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of September 30, 2020 | 9 years 10 months 6 days |
Aggregate Intrinsic Value | $ 484,030 |
Aggregate Intrinsic Value | $ 57,208 |
Stock And Unit-Based Compensa_5
Stock And Unit-Based Compensation - Summary of Restricted Stock Awards (RSA) (Detail) - RSA [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Conversion of members capital into common stock upon closing of initial public offering (in shares) | shares | 22,612,472 |
Vested | shares | (336,809) |
Cancelled and forfeited | shares | (41,651) |
Ending balance | shares | 22,234,012 |
Conversion | $ / shares | $ 11.44 |
Vested | $ / shares | 2.94 |
Cancelled and forfeited | $ / shares | 12.89 |
Ending balance | $ / shares | $ 11.57 |
Stock And Unit-Based Compensa_6
Stock And Unit-Based Compensation - Summary of Restricted Stock Unit (RSU) (Detail) - RSU [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | shares | 148,876 |
Ending balance | shares | 148,876 |
Granted | $ / shares | $ 22.29 |
Ending balance | $ / shares | $ 22.29 |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning balance | 1,910,796 | 1,454,148 |
Granted | 1,095,067 | 496,763 |
Vested | 271,710 | 193,375 |
Cancelled and forfeited | (60,947) | (40,115) |
Ending balance | 1,910,796 | |
Conversion-Profits Interests | (2,944,916) | |
Vested outstanding -Profits Interests | 389,531 | |
Beginning balance | $ 12.68 | $ 2.35 |
Granted | 55.03 | 42.35 |
Vested | 4.79 | 2.32 |
Cancelled and forfeited | 9.75 | 5.74 |
Ending balance | $ 12.68 | |
Conversion | $ 28.49 | |
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 | $ 265,158 | $ 234,834 |
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 | $ 346,107 | $ 306,706 |
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 | $ 386,277 | $ 342,451 |
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 | $ 685,350 | $ 608,955 |
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 | $ 782,361 | $ 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 |
Commitments - Operating Leases
Commitments - Operating Leases - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Deferred rent expense | $ 13,317 | $ 13,317 | $ 12,901 | ||
General and Administrative Expense [Member] | |||||
Operating Rent Expense | $ 2,095 | $ 3,100 | $ 11,316 | $ 8,543 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of VIE Assets and Liabilities and Performance for the Physician Groups (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||
Total assets | $ 0 | ||||
OAK Street Health Inc and Affiliates [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Total assets | $ 811,379,000 | $ 811,379,000 | 301,822,000 | ||
Total liabilities | 340,435,000 | 340,435,000 | 326,061,000 | ||
Total revenues | 217,896,000 | $ 139,140,000 | 634,062,000 | $ 383,004,000 | |
Total operating expenses | 273,245,000 | 170,726,000 | 726,853,000 | 442,882,000 | |
Variable Interest Entity, Primary Beneficiary [Member] | OAK Street Health Inc and Affiliates [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Total assets | 359,551,000 | 359,551,000 | 252,629,000 | ||
Total liabilities | 323,129,000 | 323,129,000 | $ 230,527,000 | ||
Total revenues | 213,907,000 | 135,433,000 | 622,685,000 | 378,024,000 | |
Total operating expenses | 167,965,000 | 107,745,000 | 483,531,000 | 285,196,000 | |
Variable Interest Entity, Primary Beneficiary [Member] | OAK Street Health Inc and Affiliates [Member] | Medical Claims Expense [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | 153,417,000 | 96,921,000 | 439,449,000 | 257,192,000 | |
Variable Interest Entity, Primary Beneficiary [Member] | OAK Street Health Inc and Affiliates [Member] | Cost of Care, Excluding Depreciation and Amortization [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Medical Claims Expense and Cost of Care, excluding depreciation and amortization | $ 14,548,000 | $ 10,824,000 | $ 44,082,000 | $ 28,004,000 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Thousands | Sep. 01, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Liability for unpaid claims | $ 257,227 | $ 257,227 | $ 170,629 | $ 68,174 | |||
Fee For Service Revenue [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 22 | 22 | 66 | ||||
Related party transaction other patient service revenue | 38 | $ 93 | 222 | $ 517 | |||
Care Coordination Revenue [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction other patient service revenue | 820 | 581 | 2,227 | 1,726 | |||
Humana [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 92,271 | 77,358 | 286,125 | 226,771 | |||
Due from related parties | 22,093 | 22,093 | 49,647 | ||||
Due to related parties current | 3,385 | 3,385 | 2,540 | ||||
Due to related parties noncurrent | 9,134 | 9,134 | 4,705 | ||||
Related party transactions, medical claims expenses | 62,152 | 54,998 | 185,970 | 154,370 | |||
Liability for unpaid claims | 60,103 | 60,103 | 58,916 | ||||
Payments for license fees | 671 | 557 | 2,013 | 1,455 | |||
Operating lease payments | 847 | $ 311 | 1,910 | $ 907 | |||
Deferred rent liability | 748 | 748 | 1,034 | ||||
Humana [Member] | License Fee [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties current | $ 4,227 | $ 4,227 | 2,753 | ||||
Humana [Member] | Investor Units III-D [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Limited liability company (LLC) investor unit issued during the period | 850,629 | ||||||
Limited liability company (LLC) investor unit value issued during the period | $ 50,000 | ||||||
Capital units value | $ 55,084 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Common Unit (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net loss attributable to common stock/unitholders | $ (64,530) | $ (40,620) | $ (128,097) | $ (85,078) |
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO | (5,418) | (7,420) | (27,220) | (21,722) |
Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO | (64) | $ (224) | (498) | $ (152) |
Net loss attributable to OSH Inc. | $ (33,411) | $ (33,411) | ||
Denominator: | ||||
Weighted average common stock outstanding - basic and diluted1 | 218,261,866 | 218,261,866 | ||
Net loss per share – basic and diluted | $ (0.15) | $ (0.15) | ||
IPO [Member] | ||||
Numerator: | ||||
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of the IPO | $ (5,418) | $ (27,220) | ||
Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO | $ (25,701) | $ (67,466) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit (Detail) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2020shares | |
Total | 37,304,169 |
Stock Options [Member] | |
Stock options | 14,921,281 |
RSU [Member] | |
RSUs | 148,876 |
RSA [Member] | |
RSAs | 22,234,012 |
Pro Forma Information - Additio
Pro Forma Information - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Effective income tax rate | 0.00% | |||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
ProForma [Member] | ||||
Effective income tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Thousands | 1 Months Ended |
Oct. 31, 2020USD ($) | |
CARES Act [Member] | |
Subsequent Event [Line Items] | |
Grants received | $ 3,725 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - $ / shares | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||||
Common stock, shares authorized | 500,000,000 | 1,000 | 1,000 | |
Members capital par value or stated value per unit | $ 0.001 | $ 0.001 | $ 0.001 |