Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-39427 | ||
Entity Registrant Name | Oak Street Health, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3446686 | ||
Entity Address, Address Line One | 30 W. Monroe Street | ||
Entity Address, Address Line Two | Suite 1200 | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60603 | ||
City Area Code | 888 | ||
Local Phone Number | 898-6762 | ||
Title of 12(b) Security | Common Stock, $0.001 per share par value | ||
Trading Symbol | OSH | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,914,987,684 | ||
Entity Common Stock, Shares Outstanding | 243,999,366 | ||
Documents Incorporated by Reference | Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the definitive proxy statement for the Registrant’s annual meeting of stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the Registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001564406 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Chicago, IL |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 137.9 | $ 104.7 |
Restricted cash | 20.6 | 15.7 |
Other receivables, net (Humana comprised $0.2 as of December 31, 2021) | 2.5 | 3.1 |
Capitated accounts receivable (Humana comprised $105.0 as of December 31, 2021) | 894 | 559.4 |
Marketable debt securities | 287.7 | 671.1 |
Prepaid expenses and other current assets | 15.9 | 14 |
Total current assets | 1,358.6 | 1,368 |
Property, plant and equipment, net | 204.1 | 144.8 |
Operating lease right-of-use assets (Humana comprised $70.9 as of December 31, 2021) | 317.6 | 157.7 |
Goodwill | 158 | 152.9 |
Intangible assets, net | 9.1 | 10.8 |
Other long-term assets | 7.3 | 6.9 |
Total assets | 2,054.7 | 1,841.1 |
Current liabilities: | ||
Accounts payable | 17.1 | 22.1 |
Accrued compensation and benefits | 52.7 | 41.7 |
Liability for unpaid claims (Humana comprised $99.1 as of December 31, 2021) | 850.3 | 556.3 |
Other liabilities (Humana comprised $19.3 as of December 31, 2021) | 43 | 44 |
Total current liabilities | 963.1 | 664.1 |
Long-term operating lease liabilities (Humana comprised $66.0 as of December 31, 2021) | 349.3 | 164.2 |
Other long-term liabilities (Humana comprised $43.1 as of December 31, 2021) | 31 | 55.4 |
Long-term debt | 978.6 | 901.4 |
Total liabilities | 2,322 | 1,785.1 |
Commitments and contingencies (See Note 9) | ||
Stockholders' (deficit) equity: | ||
Preferred stock, par value $0.001; 50,000,000 shares authorized as of December 31, 2022 and December 31, 2021; no shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, par value $0.001; 500,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 242,873,706 and 240,937,465 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 0.2 | 0.2 |
Additional paid-in capital (Humana comprised $50.0 as of December 31, 2021) | 1,205.4 | 1,017.9 |
Accumulated other comprehensive loss | (2.2) | (1.4) |
Accumulated deficit | (1,474.5) | (965.3) |
Total stockholders' (deficit) equity allocated to Oak Street Health, Inc. | (271.1) | 51.4 |
Non-controlling interests | 3.8 | 4.6 |
Total stockholders' (deficit) equity | (267.3) | 56 |
Total liabilities and stockholders' (deficit) equity | $ 2,054.7 | $ 1,841.1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Other receivables, net | $ 2.5 | $ 3.1 |
Long-term assets: | ||
Operating lease right-of-use assets | 317.6 | 157.7 |
Current liabilities: | ||
Liability for unpaid claims | 850.3 | 556.3 |
Other liabilities | 43 | 44 |
Long-term liabilities: | ||
Long-term operating lease liabilities | 349.3 | 164.2 |
Other long-term liabilities | $ 31 | $ 55.4 |
Stockholders' (deficit) equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 242,873,706 | 240,937,465 |
Common stock, shares outstanding (in shares) | 242,873,706 | 240,937,465 |
Additional paid in capital | $ 1,205.4 | $ 1,017.9 |
Humana | ||
Current assets: | ||
Other receivables, net | 0.2 | |
Capitated accounts receivable, related parties | 105 | |
Long-term assets: | ||
Operating lease right-of-use assets | 70.9 | |
Current liabilities: | ||
Liability for unpaid claims | 99.1 | |
Other liabilities | 19.3 | |
Long-term liabilities: | ||
Long-term operating lease liabilities | 66 | |
Other long-term liabilities | 43.1 | |
Stockholders' (deficit) equity: | ||
Additional paid in capital | $ 50 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 10, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Total revenues | $ 577.7 | $ 545.7 | $ 523.7 | $ 513.8 | $ 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | $ 2,160.9 | $ 1,432.6 | $ 882.8 | |||
Operating expenses: | ||||||||||||||
Medical claims expense | 1,645 | 1,109 | 617.8 | |||||||||||
Cost of care, excluding depreciation and amortization (Humana comprised $10.5 and $5.6 for the year ended December 31, 2021 and 2020, respectively) | 437.8 | 293.7 | 187.5 | |||||||||||
Sales and marketing | 43.8 | 44.1 | 42.6 | 33.8 | 38.9 | 30.5 | 25.9 | 24.1 | 164.3 | 119.4 | 64.2 | |||
Corporate, general and administrative | 79.5 | 81.7 | 94.9 | 88.7 | 82.4 | 77 | 74.2 | 73.1 | 344.8 | 306.7 | 185.6 | |||
Depreciation and amortization | 35.2 | 17.8 | 11.2 | |||||||||||
Total operating expenses | 2,627.1 | 1,846.6 | 1,066.3 | |||||||||||
Loss from operations | (132.2) | (130.2) | (112.7) | (91.1) | (141.5) | (109.4) | (99.3) | (63.8) | (466.2) | (414) | (183.5) | |||
Other (expense)/income: | ||||||||||||||
Interest expense, net | (1.4) | 0 | (0.5) | (0.6) | (0.7) | (0.6) | (1) | (0.2) | (2.5) | (2.5) | (8.7) | |||
Other | (0.5) | (0.2) | (35.1) | (5) | 0 | 0 | 0 | 0 | (40.8) | 0 | 0.1 | |||
Total other (expense) | (1.9) | (0.2) | (35.6) | (5.6) | (0.7) | (0.6) | (1) | (0.2) | (43.3) | (2.5) | (8.6) | |||
Loss before income taxes and non-controlling interests | (134.1) | (130.4) | (148.3) | (96.7) | (142.2) | (110) | (100.3) | (64) | (509.5) | (416.5) | (192.1) | |||
Provision (benefit) for income taxes | 0.2 | 0 | 0 | 0 | (1.9) | 0 | 0 | 0 | 0.2 | (1.9) | 0 | |||
Net loss | (134.3) | (130.4) | (148.3) | (96.7) | (140.3) | (110) | (100.3) | (64) | (509.7) | (414.6) | (192.1) | |||
Net loss attributable to non-controlling interests | (1.4) | 0.3 | 0.8 | (0.2) | (1.7) | (0.6) | (2.3) | (0.6) | (0.5) | (5.2) | (4.1) | |||
Net loss attributable to Oak Street Health, Inc. | $ (132.9) | $ (130.7) | $ (149.1) | $ (96.5) | $ (138.6) | $ (109.4) | $ (98) | $ (63.4) | (509.2) | (409.4) | (188) | |||
Undeclared and deemed dividends | $ (27.2) | 0 | 0 | (27.2) | ||||||||||
Net loss attributable to common stock/unitholders | $ (120.5) | $ (509.2) | $ (409.4) | $ (215.2) | ||||||||||
Weighted average common stock outstanding - basic (in shares) | [1] | 230,132,551 | 222,553,237 | 218,825,324 | ||||||||||
Weighted average common stock outstanding - diluted (in shares) | [1] | 230,132,551 | 222,553,237 | 218,825,324 | ||||||||||
Net loss per share – basic (in dollars per share) | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) | |||
Net loss per share – diluted (in dollars per share) | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) | |||
Capitated Revenue | ||||||||||||||
Total revenues | $ 565.8 | $ 537.9 | $ 516.1 | $ 506.1 | $ 382.4 | $ 376.7 | $ 346.7 | $ 291.2 | $ 2,125.9 | $ 1,397 | $ 851.3 | |||
Other revenue | ||||||||||||||
Total revenues | $ 11.9 | $ 7.8 | $ 7.6 | $ 7.7 | $ 11.7 | $ 12 | $ 6.4 | $ 5.5 | $ 35 | $ 35.6 | $ 31.5 | |||
[1]Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO that was completed on August 10, 2020. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenues | $ 1,432.6 | $ 882.8 |
Medical claims expense | 1,109 | 617.8 |
Cost of care | 293.7 | 187.5 |
Humana | ||
Medical claims expense | 380.5 | 254.9 |
Cost of care | 10.5 | 5.6 |
Capitated Revenue | ||
Total revenues | 1,397 | 851.3 |
Capitated Revenue | Humana | ||
Total revenues | 506.7 | 385.7 |
Other revenue | ||
Total revenues | 35.6 | 31.5 |
Other revenue | Humana | ||
Total revenues | $ 6.5 | $ 3.6 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (509.7) | $ (414.6) | $ (192.1) |
Other comprehensive loss: | |||
Net unrealized loss on marketable debt securities, net of tax | (0.8) | (1.4) | 0 |
Comprehensive loss | (510.5) | (416) | (192.1) |
Less: Comprehensive loss attributable to non-controlling interests | (0.5) | (5.2) | (4.1) |
Comprehensive loss attributable to Oak Street Health, Inc. | $ (510) | $ (410.8) | $ (188) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE INVESTOR UNITS AND STOCKHOLDERS' EQUITY/MEMBERS' (DEFICIT) - USD ($) $ in Millions | Total | Redeemable Investor Units | Members’ Capital | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | AOCI Attributable to Parent |
Beginning balance (in shares) at Dec. 31, 2019 | 11,000,619 | ||||||||
Redeemable investor units, beginning balance at Dec. 31, 2019 | $ 320.6 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series I, II and III and Investor Units (in shares) | 1,471,623 | ||||||||
Issuance of Series I, II and III and Investor Units | $ 0 | $ 224.4 | |||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | (12,472,242) | 184,787,783 | |||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 545 | $ (545) | $ 0.2 | $ 544.8 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Redeemable investor units, ending balance at Dec. 31, 2020 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 2,530,864 | ||||||||
Beginning balance at Dec. 31, 2019 | (344.8) | $ 4.2 | $ (354.4) | $ 5.4 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | (12,472,242) | 184,787,783 | |||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 545 | $ (545) | $ 0.2 | 544.8 | |||||
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 common stock upon closing of initial public offering | 0 | $ (7) | 7 | ||||||
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 (in shares) | 17,968,750 | ||||||||
Issuance of common stock upon closing of initial public offering, net | $ 351.2 | 351.2 | |||||||
Issuance of common units (in shares) | 1,471,623 | 1,095,067 | |||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units (in shares) | (131,151) | ||||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units | $ (19.4) | $ (5.9) | (13.5) | ||||||
Exercise of options (in shares) | 6,607 | ||||||||
Exercise of options | 0.1 | 0.1 | |||||||
Shares Withheld Related to Net Share Settlement of Stock Based Awards (in shares) | (1,628) | ||||||||
Repurchases – Profits Interests (in shares) | (5,856) | ||||||||
Forfeitures – Profits Interests (in shares) | (32,290) | (115,799) | |||||||
Forfeitures | (0.3) | $ (0.2) | (0.1) | ||||||
Payments from non-controlling Interest | 5.9 | 5.9 | |||||||
Payments to non-controlling Interest | (0.1) | (0.1) | |||||||
Stock-based compensation | 77.7 | $ 8.9 | 68.8 | ||||||
Net loss | (192.1) | (188) | (4.1) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 240,756,714 | |||||||
Ending balance at Dec. 31, 2020 | 423.2 | $ 0 | $ 0.2 | 971.8 | (555.9) | 7.1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of options (in shares) | 259,579 | ||||||||
Exercise of options | 5.3 | 5.3 | |||||||
Forfeitures – Profits Interests (in shares) | (203,504) | ||||||||
Forfeitures | (1.3) | (1.3) | |||||||
Payments from non-controlling Interest | 4.2 | 4.2 | |||||||
Payments to non-controlling Interest | (1.5) | (1.5) | |||||||
Purchase of capped calls | (123.6) | (123.6) | |||||||
Shares withheld related to net settlement of stock based awards | (3,331) | ||||||||
Issuance of common stock upon vesting of restricted stock units, (in shares) | 65,432 | ||||||||
Issuance of common stock under the employee purchase plan (in shares) | 62,575 | ||||||||
Issuance of common stock under the employee purchase plan | 3 | 3 | |||||||
Stock-based compensation | 162.7 | 162.7 | |||||||
Net unrealized loss on short-term marketable securities | (1.4) | $ (1.4) | |||||||
Net loss | (414.6) | (409.4) | (5.2) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 240,937,465 | ||||||||
Ending balance at Dec. 31, 2021 | $ 56 | $ 0.2 | 1,017.9 | (965.3) | $ (1.4) | 4.6 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | 38,111,001 | ||||||||
Redeemable investor units, ending balance at Dec. 31, 2022 | $ 545 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | 38,111,001 | ||||||||
Exercise of options (in shares) | 745,982 | 745,982 | |||||||
Exercise of options | $ 15.1 | 15.1 | |||||||
Forfeitures – Profits Interests (in shares) | (559,538) | (387,436) | |||||||
Forfeitures | $ (9.3) | (9.3) | |||||||
Payments from non-controlling Interest | 0.4 | 0.4 | |||||||
Payments to non-controlling Interest | (1.3) | (1.3) | |||||||
Shares withheld related to net settlement of stock based awards | 29,682 | ||||||||
Issuance of common stock upon vesting of restricted stock units, (in shares) | 157,782 | ||||||||
Shares withheld related to net share settlement of stock based awards | (0.3) | (0.3) | |||||||
Issuance of common stock under the employee purchase plan (in shares) | 224,473 | ||||||||
Issuance of common stock under the employee purchase plan | 4 | 4 | |||||||
Stock-based compensation | 148.2 | 148.2 | |||||||
Net unrealized loss on short-term marketable securities | (0.8) | $ (0.8) | |||||||
Issuance of common stock under RMD earnout (in shares) | 1,225,122 | ||||||||
Issuance of common stock under RMD earnout | 32.5 | 32.5 | |||||||
Dissolution of joint venture | (2.1) | (2.7) | 0.6 | ||||||
Net loss | (509.7) | (509.2) | (0.5) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 242,873,706 | ||||||||
Ending balance at Dec. 31, 2022 | $ (267.3) | $ 0.2 | $ 1,205.4 | $ (1,474.5) | $ (2.2) | $ 3.8 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (509.7) | $ (414.6) | $ (192.1) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Income tax expense (benefit) | 0.2 | (1.9) | 0 |
Amortization of discount on debt and related issuance costs | 4.9 | 3.5 | 4.4 |
Accretion of discounts and amortization of premiums on short-term marketable securities, net | 5.2 | 4.6 | 0 |
Fair value adjustment to contingent consideration | 38.3 | 0 | 0 |
Depreciation and amortization | 35.2 | 17.8 | 11.2 |
Non-cash operating lease costs | 35.4 | 15.5 | 0 |
Stock and unit-based compensation, net of forfeitures | 138.9 | 161.4 | 77.4 |
Change in fair value of bifurcated derivative | 0 | 0 | 0.2 |
Change in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (334) | (304.7) | (88.3) |
Other assets | (1.3) | (3) | (1.6) |
Accounts payable and accrued compensation and benefits | 6.7 | 15.4 | 0.1 |
Liability for unpaid claims | 294 | 294.2 | 91.5 |
Operating lease liabilities | (22.4) | (12.2) | 0 |
Other liabilities | (0.8) | 26.8 | 19.4 |
Other | 0 | 0 | 0.6 |
Net cash used in operating activities | (309.4) | (197.2) | (77.2) |
Cash flows from investing activities: | |||
Proceeds from sales and maturities of marketable debt securities | 830.3 | 193.6 | 0 |
Purchases of marketable debt securities | (452.9) | (870.7) | 0 |
Purchase of promissory note | 0 | 0 | (0.8) |
Investment in business | (1) | (5) | 0 |
Purchase of business, net of cash acquired | (6.1) | (124) | 0 |
Purchases of property and equipment | (89.2) | (81.3) | (20.9) |
Net cash provided by (used in) investing activities | 281.1 | (887.4) | (21.7) |
Cash flows from financing activities: | |||
Proceeds from borrowings on term loan, net | 72.3 | 0 | 0 |
Proceeds from initial public offering | 0 | 0 | 377.3 |
Payments of underwriting fees, net of discounts and offering costs | 0 | 0 | (26.1) |
Principal payments on long-term debt | 0 | 0 | (80) |
End of term charge and prepayments for debt paydown | 0 | 0 | (5.8) |
Proceeds from borrowings on convertible senior notes, net | 0 | 897.9 | 0 |
Purchase of capped calls | 0 | (123.6) | 0 |
Proceeds from issuance of redeemable investor units | 0 | 0 | 224.4 |
Capital contributions from non-controlling interests | 0.4 | 4.2 | 5.9 |
Settlement of contingent earnout liability | (21.7) | 0 | 0 |
Capital distributions to non-controlling interests | (1.3) | (1.5) | (0.1) |
Purchase of joint venture minority interest | (2.1) | 0 | 0 |
Tender Offer - common units | 0 | 0 | (19.4) |
Proceeds from exercise of options, net | 14.8 | 5.3 | 0.1 |
Proceeds from issuance of common stock under the employee purchase plan | 4 | 3 | 0 |
Net cash provided by financing activities | 66.4 | 785.3 | 476.3 |
Net change in cash, cash equivalents and restricted cash | 38.1 | (299.3) | 377.4 |
Cash, cash equivalents and restricted cash, beginning of period | 120.4 | 419.7 | 42.3 |
Cash, cash equivalents and restricted cash, end of period | 158.5 | 120.4 | 419.7 |
Supplemental disclosures | |||
Cash paid for interest | 0 | 0 | 5.5 |
Additions to construction in process funded through accounts payable | 4.3 | 1.6 | 1.3 |
Contingent consideration in connection with purchases of business | $ 0.2 | $ 21.7 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | ORGANIZATION AND NATURE OF BUSINESS Description of Business Oak Street Health, Inc. (collectively with its subsidiaries is referred to as “Oak Street Health,” “OSH,” “we,” “us,” “our,” or the “Company”) was formed as a Delaware corporation on October 22, 2019 for the purpose of completing a public offering and related restructuring transactions (collectively referred to as the “IPO”) in order to carry on the business of Oak Street Health, LLC (“OSH LLC”) and its affiliates. On August 10, 2020, the Company completed its IPO of its Class A common stock, par value $0.001 per share. We issued and sold 17,968,750 shares of common stock at an offering price of $21.00 per share. The share amount includes the exercise in full of the underwriters’ options to purchase 2,343,750 additional shares of common stock. We received net proceeds of $351.2 million, after deducting underwriting discounts and commissions of $22.6 million and deferred offering costs of $3.5 million. 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. The Company operates primary care centers serving Medicare beneficiaries. The Company, through its centers and management services organization, combines an innovative care model with superior patient experience. The Company invests resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare eligible patients through the use of an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical costs savings and realize a return on its investment in primary care. As of December 31, 2022, the Company operated 169 centers across the United States. Proposed Transaction with CVS Health As more fully described in Note 19, on February 7, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with a subsidiary of CVS Health, pursuant to which (and subject to the terms and conditions in the Merger Agreement) such subsidiary of CVS Health will acquire all of the outstanding shares of the Company’s common stock in a transaction structured as a merger of an indirect wholly-owned subsidiary of CVS Health with and into the Company, with the Company continuing as the surviving corporation. COVID-19 Even as the COVID-19 pandemic subsides, disruptions caused by the pandemic, including labor shortages and inflationary pressures, may continue and could, in turn, have a negative impact on the Company. Further, recurring COVID-19 outbreaks could have the potential to impact the Company and its future results of operations, cash flows and financial position. 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. This legislation did not have a material impact on our financial statements as of and for the year ended December 31, 2022. The impact of this legislation for the prior periods presented is as follows: • Provider Relief Funds. The U.S. Department of Health and Human Services (“HHS”) distributed grants to healthcare providers to offset the impacts of COVID-19 pandemic related expenses and lost revenues through the Public Health and Social Services Emergency Fund. Grants received are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to COVID-19 and will reimburse only for health care related expenses, general and administrative expenses or lost revenues that are attributable to the COVID-19 pandemic as defined by the HHS. Payments from this fund are not loans and, therefore, they are not subject to repayment. Given the lack of definitive authoritative guidance under GAAP for accounting for government grants, the Company analogizes to accounting guidance under International Accounting Standard No. 20, “Accounting for Government Grants and Disclosure of Government Assistance” and recognizes grant payments as income when there is reasonable assurance that we have complied with conditions associated with the grant. During the years ended December 31, 2021 and 2020, the Company received $2.8 million and $8.4 million, respectively, related to these grants and recognized $3.6 million and $7.6 million, respectively, as income cost of care, excluding depreciation and amortization other income • 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements of Oak Street Health include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled entities. For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net loss in attributable to non-controlling interests” in the consolidated statements of operations. The Company records a non-controlling interest for the portion attributable to its minority partners for all of its joint ventures. Intercompany balances and transactions have been eliminated in consolidation. Business combinations accounted for as purchases have been included from their respective dates of acquisition. Upon completion of the IPO, our sole material asset is our interest in OSH LLC and its affiliates. In accordance with the master structuring agreement dated August 10, 2020, by and among Oak Street Health, Inc. and the other signatories party thereto (the “Master Structuring Agreement”), we have all management powers over the business and affairs of OSH LLC and to conduct, direct and exercise full control over the activities of OSH LLC. Due to our power to control the activities most directly affecting the results of OSH LLC, we are considered the primary beneficiary of the variable interest entity (“VIE”). Accordingly, following the effective date of the IPO, we consolidate the financial results of OSH LLC and its affiliates and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIEs. These evaluations are complex, involve judgment and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively (see Note 15). In addition to the consolidated VIEs, Oak Street Health is the majority interest owner in two joint ventures: OSH-PCJ Joliet, LLC (50.1% ownership) and OSH-RI, LLC (50.1% ownership), which are consolidated in the Company’s financial statements. In the first quarter of 2022, the Company paid a former joint venture partner, Evangelical Services Corporation, $2.1 million to acquire its 49.9% ownership interest in OSH-ESC Joint Venture, LLC. As such, OSH now owns 100% of this entity as of the year ended December 31, 2022, and the joint venture was effectively dissolved. The following table illustrates the contributions and distributions made to and from the joint venture and Oak Street Health MSO, LLC for the periods then ended ($ in millions): For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 OSH-PCJ Joliet, LLC Contributions $ — $ — $ — Distributions 1.3 1.5 0.1 OSH-RI, LLC Contributions — 4.1 5.9 Distributions — — — OSH-ESC Joint Venture, LLC Contributions — 0.1 — Distributions — — — Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include revenue recognition, the liability for unpaid claims, valuation and related impairment recognition of long-lived assets, including intangible assets and goodwill and the valuation of stock options. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of currency on hand with banks and financial institutions and investments in money market funds. The Company considers all short-term, highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash are funds held in Company bank accounts as collateral for bank issued letters of credit and are not available for operational use. The underlying letters of credit are contractually required by payor contracts and facility lease agreements. Marketable Debt Securities The Company’s investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total stockholders' equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale investments as current assets under the caption marketable debt securities on the consolidated balance sheets as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements and fund current operations. Realized gains and losses and declines in value related to credit losses are included as a component of other (expense) income in the consolidated statements of operations. The Company periodically evaluates its investments in marketable debt securities for impairment. When assessing short-term marketable security investments for declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, the Company’s ability and intent to retain the short-term marketable security investment for a period of time sufficient to allow for any anticipated recovery in fair value, market conditions in general and whether the decline in value is due to a credit loss. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be for non-credit related factors, the Company reduces the marketable debt securities through a charge to other comprehensive income. If a decline in value is determined to be related to a credit loss, we record an allowance not greater than the difference between the carrying amount and fair value of the investment. No such adjustments were necessary during the periods presented. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of capitated accounts receivable. The Company’s concentration of credit risk is limited by the diversity, geography and number of patients and payers. As of December 31, 2022 and 2021, the Company had payers that individually represented 10% or more of the Company’s capitated accounts receivable. The capitated accounts receivables by payor source consisted of the following as of: For the Years Ended December 31, 2022 December 31, 2021 Aetna 13 % 10 % Anthem 10 % 8 % Humana 14 % 19 % Medicare 18 % 17 % Wellcare/Meridian 16 % 19 % United Healthcare 14 % 12 % Other 15 % 15 % Property and Equipment The Company records property and equipment (“PPE”) at cost and depreciates them using the straight-line method at rates designed to distribute the cost of PPE over estimated service lives ranging from three Estimated useful lives of PPE are as follows: Leasehold improvements 15 years or term of lease Furniture and fixtures 8 years Computer equipment 3-5 years Internal use software 5 years Office equipment 5-8 years Internal Use Software The Company accounts for costs incurred to develop computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software (“ASC 350-40”). The Company capitalizes the costs incurred during the application development stage, which generally include personnel and related costs to design the software configuration and interfaces, coding, installation and testing. The Company begins capitalization of qualifying costs when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred during the preliminary project stage along with post implementation stages of internal-use computer software are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized development costs are classified as property and equipment, net in the consolidated balance sheets and are amortized over the estimated useful life of the software, which is five years. Impairment of Long-Lived Assets The Company reviews its long-lived assets for possible impairment in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recorded. The impairment loss is measured by comparing the fair value of the assets with their carrying amounts. Fair value is determined based on discounted cash flows or appraised values, as appropriate. There was no impairment of long-lived assets for the years ended December 31, 2022, 2021 and 2020. Equity method investments The Company’s investments primarily include equity securities that are being accounted for by the equity method of accounting under which the Company’s share of net income or loss is recognized as income or loss in the Company’s statements of operations and added or deducted to the investment account. Distributions or dividends received from the investments are treated as a reduction of the investment account. The Company consistently follows the practice of recognizing the net income (loss) from equity method investments based on the most recent reliable data. The carrying value of the Company’s investments in securities was $5.4 million and $5.0 million as of December 31, 2022 and 2021, respectively, which is recorded in other long-term assets on the consolidated balance sheets. The Company did not identify any material observable price changes for the years ended December 31, 2022, 2021 and 2020. Debt The Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative. In accounting for the issuance of the 0% Convertible Senior Notes due 2026 issued in March 2021 (the “Convertible Senior Notes”), the Company recorded a long-term debt liability equal to the proceeds received from issuance, including the embedded conversion feature, net of the debt issuance and offering costs on the Company’s consolidated balance sheets. The conversion feature is not required to be accounted for separately as an embedded derivative. In accounting for the Term Loan Facility entered into as of September 30, 2022, the Company recorded a long-term debt liability equal to the proceeds received related to the Company's borrowings, net of debt issuance costs on the Company's consolidated balance sheets. The Company amortizes debt issuance and offering costs over the respective terms of the Convertible Senior Notes and Term Loan Facility as interest expense utilizing the effective interest method on the Company’s consolidated statements of operations. For more information on the Convertible Senior Notes and Term Loan Facility, see Note 8, "Long-term Debt." Capped Call Transactions In connection with the issuance of the Convertible Senior Notes, the Company entered into capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the Convertible Senior Notes. The capped call transactions are purchased call options on the issuer’s stock that settle by reference to the Company’s stock with no forced cash payment. The terms of the capped call transactions allow the purchased call options to be classified as an equity instrument and will not be subsequently remeasured as long as the conditions for equity classification continue to be met. The Company recorded the cash used to purchase the capped call transactions as a reduction to additional paid-in capital within the Company’s consolidated statements of changes in redeemable investor units and stockholders’ equity/members’ (deficit). Leases The Company leases offices, operating facilities or centers, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets , current portion (recorded within other current liabilities) and long-term operating lease liabilities on the Company’s consolidated balance sheets. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company has no financing leases. The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. The Company has lease agreements with lease and non-lease components. The Company elected the practical expedient to account for the lease and non-lease components as a single lease component for all leases. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial instruments including cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of such instruments. Our financial assets and liabilities that require recognition and fair value measurement under the accounting guidance generally include our marketable debt securities, contingent consideration and debt (see Note 7). Income Taxes Prior to the IPO and related restructuring transactions, the Company was a limited liability company. Accordingly, pursuant to its election under Section 701 of the Internal Revenue Code, each item of income, gain, loss, deduction or credit of the Company was ultimately reportable by its members in their individual tax returns, except in certain states and local jurisdictions where the Company was subject to income taxes. As such, the Company did not record a provision for federal income taxes or for taxes in states and local jurisdictions that did not assess taxes at the entity level. After the IPO and related restructuring transactions, the Company is a C Corporation and each item of income, gain, loss, deduction or credit of the Company is reportable by the Company. As such, the Company has recorded a provision for federal, state and local income taxes at the entity level in continuing operations for all deferred taxes net of the valuation allowance and activity post IPO. We account for income taxes under the liability method; under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. The Company’s tax filings are generally subject to examination for a period of three years from the filing date. Management has not identified any material tax position taken that requires income tax reserves to be established. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company reduces its deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, the Company considers all available positive and negative evidence affecting specific deferred tax assets, including past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies. Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative tax losses in recent years are the most compelling form of negative evidence considered by management in this determination. Management determined that based on all available evidence, a full valuation allowance was required for all U.S. state and local deferred tax assets due to losses incurred for the past several years. Segment Reporting The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”), that the Company's operations are organized under one operating and reportable segment – Oak Street Health, Inc. The Company’s chief operating decision makers (“CODMs”) regularly review financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our CODM has been identified as, collectively, the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Although the Company derives its revenues from several different geographic regions, the Company neither allocates resources based on the operating results from the individual regions nor manages each individual region as a separate business unit. The Company’s CODMs manage the operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall corporate profitability based on consolidated revenues, net income and adjusted EBITDA. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenues were earned in the United States. As such, we have identified a single operating segment and reportable segment. Business Combinations, Goodwill and Other Intangible Assets The Company accounts for business combinations using the acquisition method of accounting. This method requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions The Company performs a qualitative goodwill impairment analysis annually on October 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. If we determine based on the qualitative analysis that it is more likely than not that the reporting unit has a fair value below its carrying value, we perform a quantitative analysis by comparing the fair value of the reporting unit to the carrying value. If the fair value is below the carrying value, the excess carrying value is recognized as an impairment loss. As of December 31, 2022 and 2021, all goodwill recorded in the consolidated balance sheets is assigned to the Oak Street Health, Inc. reporting unit, which has a negative carrying value as of December 31, 2022. Based on our qualitative analyses performed, there were no goodwill impairment losses recorded during the years ended December 31, 2022, 2021 and 2020. Identified intangibles are recorded at their acquisition date fair value and are amortized on a straight-line basis over their useful lives. Intangible assets are reviewed for impairment in conjunction with long-lived assets. There were no intangible asset impairments recorded during the years ended December 31, 2022, 2021 and 2020. Acquisition related transaction costs, such as banking, legal, accounting, and other costs incurred in connection with an acquisition are expensed as incurred in corporate, general and administrative expenses in the consolidated statements of operations. Acquisition related consideration accounted for as compensation expense, such as retention bonuses, incurred in connection with an acquisition are included in corporate, general and administrative expenses in the consolidated statements of operations. See Note 5, "Business Combinations, Goodwill and Other Intangibles," for additional information. Medical Claims Expense Medical claims expense and the liability for unpaid claims include estimates of the Company’s obligations for medical care services that have been rendered by third parties on behalf of insured consumers for which the Company is contractually obligated to pay, but for which claims have either not yet been received, processed or paid. The Company develops estimates for medical care services incurred but not reported (“IBNR”), which includes estimates for claims that have not been received or fully processed, using a process that is consistently applied, centrally controlled and automated. This process includes utilizing actuarial models when a sufficient amount of medical claims history is available from the third-party healthcare service providers. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, medical care utilization and other medical cost trends, membership volume and demographics, the introduction of new technologies and benefit plan changes. In developing its unpaid claims liability estimates, the Company applies different estimation methods depending on which incurred claims are being estimated. We assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. Medical claims expense also includes supplemental external costs of providing medical care such as administrative health plan fees, fees to perform payor delegated activities and provider excess insurance costs. The Company purchases provider excess insurance to protect against significant, catastrophic claims expenses incurred on behalf of its patients. The total amount of provider excess insurance premium was $4.0 million, $4.6 million and $3.6 million, and total reimbursements were $2.8 million, $4.7 million and $3.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The provider excess insurance premiums less reimbursements are reported in medical claims expense in the consolidated statements of operations. Provider excess recoverables due are reported in other current assets in the consolidated balance sheets. As of December 31, 2022 and 2021, the Company’s provider excess insurance deductible was $0.4 million and $0.3 million per member, respectively, and covered up to a maximum of $5.0 million per member per calendar year. Cost of Care, Excluding Depreciation and Amortization Cost of care, excluding depreciation and amortization includes the costs we incur to operate our centers and care model, including care team and patient support employee-related costs (including stock-based compensation), occupancy costs, patient transportation, medical supplies, insurance, fees paid to specialists and other operating costs. These costs exclude any expenses associated with sales and marketing activities incurred at the local level to support our patient growth strategies, and excludes any allocation of our corporate, general and administrative expenses. Care team employees include medical doctors, nurse practitioners, physician assistants, registered nurses, scribes, medical assistants and phlebotomists. Patient support employees include practice managers, welcome coordinators and patient relationship managers. Sales and Marketing Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, stock-based compensation and employee benefits costs, for all of our employees engaged in marketing, sales, community outreach and sales support. These employee-related expenses capture all costs for both our field-based and corporate sales and marketing teams. Sales and marketing expenses also includes central and community-based advertising to generate greater awareness, engagement, and retention among our current and prospective patients as well as the infrastructure required to support all our marketing efforts. Advertising and promotion costs are expensed as incurred and were $77.2 million, $54.4 million and $29.3 million, for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in sales and marketing expenses in the consolidated statements of operations. Corporate, General and Administrative Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock/unit-based compensation for our executives, technology infrastructure, operations, clinical and quality support, finance, legal, human resources and development departments. In addition, general and administrative expenses include all corporate technology and occupancy costs. Transaction Costs The Company incurred costs related to private/public offerings and acquisitions. Total one-time costs expensed were $2.3 million, $5.9 million and $1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in corporate, general, and administrative expenses in the consolidated statements of operations. Retirement Plan The Company maintains a profit sharing and retirement savings 401(k) plan (the “401(k) Plan”) for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. At its discretion, the Company makes 4% matching and/or profit-sharing contributions to the 401(k) Plan. The Company recorded expense of $10.3 million, $7.1 million, and $4.7 million in salaries and employee benefits in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan. Professional Liability The physicians employed by the Physician Groups (or PC entities) were insured for professional liability exposure on a claims-made basis with a master insurance policy. The master policy renews in August of each year and newly employed physicians and terminating physicians are added to or removed from the coverage by endorsement, with premiums prorated to the next year’s expiration date. The limits of the coverage are $1.0 million each claim and $3.0 million in aggregate. Additional insureds on the policy include the PC entities, the physician employees and OSH MSO. Stock & Unit-Based Compensation Expense Post-IPO Following the IPO, we account for stock-based compensation awards approved by our Board of Directors, including stock options and restricted stock units (“RSUs”), based on their estimated grant date fair value in accordance with ASC 718, Compensation—Stock Compensation . We estimate the fair value of our stock options using the Black- Scholes option-pricing model. We estimate the fair value of our RSUs based on the fair value of the underlying common stock. We recognize the fair value of stock options at the grant date, which vest based on continued service at a rate of 25% each year, over the requisite service period, which is generally four years. Options generally expire ten years from the date of the grant. We recognize the fair value of the RSUs at the grant date on a straight-line basis over the requisite period, which is generally four years. The related compensation expense is recorded straight line over the service period and reflects actual forfeitures as they occur. For stock options and restricted stock units that have both service and performance conditions, the related compensation expense also includes estimates regarding the probability of achieving the performance metrics. Compensation expense related to these awards are recorded over the requisite service period as achievement of the performance objective becomes probable. The Company reassesses the probability of vesting at each reporting period and adjusts compensation expense based on the probability assessment. Pre-IPO Prior to the IPO, the Company’s unit-based incentive plan rewarded employees with various types of awards, including but not limited to, profits interests on a service-based or performance-based schedule. These awards also contained market conditions. The Company had elected to account for forfeitures as they occur. The Company used a combination of the income and market approaches to estimate the fair value of each award as of the grant date. For performance-vesting units pre-IPO, the Company recognized unit-based compensation expense when it was probable that the performance condition would be achieved. The Company analyzed if a performance condition was probable for each reporting period through the settlement date for awards subject to performance vesting. For service-vesting units, the Company recognized unit-based compensation expense over the requisite service period for each separately vesting portion of the profits interest as if the award was, in-substance, multiple awards. Net Loss Per Share Prior to the IPO, the OSH LLC membership structure included pre-IPO units, some of which were investor units and profits interests. As part of the IPO and related restructuring transactions, all existing unitholders exchanged their membership interests in the limited liability company for common stock of Oak Street Health, Inc (see further discussion of the conversion in Notes 11 & 12). The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefo |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company earns revenue from our capitated arrangements and other revenue arrangements. Other revenue is comprised of care coordination and management arrangements, subscription license arrangements, fee for services and other arrangements. We disaggregate revenue from contracts with customers by service type within our consolidated statements of operations. Capitated Revenue and Accounts Receivable Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors or the Centers for Medicare and Medicaid Services (“CMS”). The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population in addition to those provided by the Company. Fees are recorded gross in revenues because the Company is acting as a principal in arranging, providing and controlling the managed healthcare services provided to the eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied over time as the Company stands ready to fulfill its obligation to enrolled members. Our revenues are based upon the estimated PPPM amounts we expect to be entitled to receive from Medicare Advantage managed care payors and CMS. Under our managed care contracts, the PPPM rates are determined as a percent of the premium the Medicare Advantage plan receives from CMS for our at-risk members. Those premiums are determined via a competitive bidding process with CMS and are based upon the cost of care in a local market and the average utilization of services by the patients enrolled. Under our contract with CMS, the PPPM rates are determined as a percentage of the premium, also adjusted for the cost of care in a local market and the average utilization of services, for our at-risk members. CMS pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Payors with higher acuity patients receive more, and those with lower acuity patients receive less. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after the final data is compiled. As premiums are adjusted via this risk adjustment model, our PPPM payments will change in unison with how our payor partners’ premiums change with CMS. The Company determined the transaction price for these contracts is variable as it primarily includes PPPM fees which can fluctuate throughout the contract based on the acuity of each individual enrollee. Our capitated accounts receivable balances are carried at amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. Accounts receivable are written off when they are deemed uncollectible. As of December 31, 2022 and December 31, 2021, no allowances were deemed necessary. The ultimate collectability of accounts receivable may differ from amounts estimated. For the years ended December 31, 2022 and 2021, respectively, we estimate that we will receive an additional $67.1 million and $54.0 million for acuity-related adjustments in subsequent periods. In certain contracts, PPPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. There were no material PPPM adjustments related to performance incentives or penalties for quality-related metrics for the years ended December 31, 2022, 2021, and 2020. The capitated revenues are recognized based on the estimated PPPM transaction price to transfer the service for a distinct increment of the series (i.e. month) and is recognized net of projected acuity adjustments and performance incentives/penalties because the Company is able to reasonably estimate the ultimate PPPM payment of these contracts. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. Subsequent changes in PPPM fees and the amount of revenue to be recognized by the Company are reflected through subsequent period adjustments to properly recognize the ultimate capitation amount. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. Certain third-party payor contracts include a Medicare Part D payment related to pharmacy claims, which is subject to risk sharing through accepted risk corridor provisions. Under certain agreements the fund risk allocation is established where the Company, as the contracted provider, receives only a portion of the risk and the associated surplus or deficit. The Company estimates and recognizes an adjustment to Part D capitated revenues related to these risk corridor provisions, based upon pharmacy claims experience to date, as if the annual risk contract were to terminate at the end of the reporting period. Medicare Part D comprised 2%, 2% and 2% of capitated revenues for the years ended December 31, 2022, 2021 and 2020, respectively. Medicare Part D comprised 3%, 2% and 3% of medical claims expense for the years ended December 31, 2022, 2021 and 2020, respectively. The Company had agreements in place with the payors listed below, and payor sources of capitated revenue for each period were as follows: For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Humana 32 % 36 % 45 % Wellcare/Meridian 17 % 17 % 15 % Cigna-HealthSpring 6 % 9 % 11 % Other 45 % 38 % 29 % Other Revenue, Accounts Receivable and Contract Liabilities Other revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination service and management services, fee-for-service revenue, license subscriptions and fees and CARES Act grant income. The composition of other revenue for each period was as follows ($ in millions): For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Care coordination and care management services $ 12.2 $ 24.7 $ 24.3 License subscription and other fees 9.7 1.9 — CARES Act grant income — — 2.2 Fee for service 13.1 9.0 5.0 Total other revenue $ 35.0 $ 35.6 $ 31.5 The Company has entered into multi-year agreements with Humana and its affiliates to provide services at certain centers to members covered by Humana. The agreements contain an administrative payment from Humana in exchange for the Company providing certain care coordination services during the term of the contract (“Care Coordination payment”). The Care Coordination payments are recognized in other revenue ratably over the length of the terms stated in the contracts and are refundable to Humana on a pro-rata basis if the Company ceases to provide services at the centers within the length of the term specified in the contracts. We have identified a single performance obligation to stand ready to provide care coordination services to our patients, which constitutes a series of distinct service increments. As of December 31, 2022 and 2021, the Company’s contract liabilities related to these payments totaled $37.6 million and $33.9 million, respectively. The short-term portion is recorded in other liabilities and the long-term portion is included in other long-term liabilities in the consolidated balance sheets. Care management services are provided to enrolled members of certain contracted managed care organizations regardless of whether those members are Oak Street Health patients. Similar to the other care management services provided to the Company’s centers, the Company provides delegated services and other administrative services to plans in order to assist with the management of its Medicare population, therefore, we have identified a single performance obligation to stand ready to provide care management services, which constitutes a series of distinct service increments. Also included in the year ended December 31, 2021 care coordination and care management total above are revenues recognized related to the Accountable Care Organization (“ACO”) Medicare Shared Savings Program (“Shared Savings Program”). The Shared Savings Program offers providers an opportunity to create an ACO. An ACO agrees to be held accountable for the quality, cost and experience of care of an assigned Medicare fee-for-service beneficiary population. Within the Shared Savings Program, CMS enters into agreements with ACOs. ACOs may share savings with CMS when they lower growth in Medicare Parts A and B fee-for-service expenditures relative to their unique targets (i.e., benchmarks) while meeting quality of care performance standards, or in certain instances, owe losses to CMS when they have higher growth in Medicare Parts A and B fee-for-service expenditures relative to their benchmark. The Company received $4.9 million from CMS related to the Shared Savings Program for the year ended December 31, 2021. The Company acquired RubiconMD Holdings, Inc. (“RMD”) on October 20, 2021 (see Note 5). RMD is a healthcare technology firm specializing in an online eConsult platform which enables primary care providers to easily access same-day insights from top specialists in order to provide better care for the patients. RMD primarily generates revenue through subscription licenses for its customers to access its eConsult platform. We have identified the performance obligation to be standing ready to provide access to our customers to the eConsult platform. Subscription license revenue is recognized when the performance obligation is met over time by either the straight-line method or when services are performed over the terms of the applicable contract. Other receivables include amounts due to us from our customers to utilize the e-Consult platform. The receivable balances are carried at amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected. Accounts receivable are written off when they are deemed uncollectible. As of December 31, 2022 and 2021, the Company has recorded immaterial allowances. 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. Other receivables include amounts due to us from Medicare plans for fee-for-service patients. The receivable balances are carried at amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected. Accounts receivable are written off when they are deemed uncollectible. As of December 31, 2022 and 2021, the Company has recorded immaterial allowances. Remaining Performance Obligations |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of ($ in millions): December 31, 2022 December 31, 2021 Leasehold improvements $ 136.7 $ 88.1 Furniture and fixtures 9.3 5.7 Computer equipment 65.3 49.3 Internal use software 32.7 14.9 Office equipment 16.2 12.7 Construction in process 22.0 18.6 Total, at cost 282.2 189.3 Less accumulated depreciation (78.1) (44.5) Property and equipment, net $ 204.1 $ 144.8 |
BUSINESS COMBINATIONS, GOODWILL
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations Goodwill And Other Intangible Assets [Abstract] | |
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS | BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisition of RubiconMD Holdings, Inc. (“Rubicon” or “RMD”) On October 20, 2021, the Company acquired RubiconMD Holdings, Inc (RMD). RMD is a leading technology platform providing access to specialist expertise. The deal enables Oak Street Health to integrate virtual specialty care into our existing care model, which we expect to significantly streamline the referral process and better manage costs, enhance patient experience and provide comprehensive care far beyond traditional primary care. The purchase price for the RMD acquisition consisted of (i) $134.7 million in cash after a final working capital adjustment of $0.2 million and (ii) $21.7 million fair value for contingent consideration (related to the $60.0 million maximum earn-out that the Company was obligated to pay during the fiscal year 2022 or 2023 should the acquired company achieve certain internal volumes in the year(s) following the acquisition). The Company estimated the fair value of the earn-out on the acquisition date and recorded a contingent consideration liability measured at the present value of the probability weighted consideration expected to be transferred. As of December 31, 2021, the Company recorded $9.3 million of the contingent consideration within other liabilities and $12.4 million within other long term liabilities on the consolidated balance sheets. The purchase price was allocated to $12.7 million of cash, $1.8 million of other assets, $8.6 million of identified intangible assets, $8.1 million of liabilities assumed with the remainder of the purchase price being recorded to goodwill of $141.6 million, after the PPA adjustment. The goodwill relating to this acquisition is primarily attributable to synergies related to medical costs and assembled workforce and is non-deductible for tax purposes. As of December 31, 2022, the purchase price allocation is considered final. During the year ended December 31, 2022, RMD achieved the certain internal volumes required to earn the maximum earn-out consideration of $60.0 million, and the change in fair value of the contingent consideration liability was recorded in other income (expense) on the consolidated statement of operations. For the year ended December 31, 2022, the Company recorded $38.3 million within our other expenses as a result of RMD achieving the maximum earn-out consideration. For the total earn-out earned, the Company paid out $27.5 million in cash and issued $32.5 million of Oak Street Health common stock during the year ended December 31, 2022. Of the total cash paid of $27.5 million, $21.7 million had been recorded as a liability at the date of acquisition and presented as cash used in financing activities in the consolidated statement of cash flows for the year ended December 31, 2022 with remaining amount reflected as cash used in operating activities. Acquisition of medical practices On September 23, 2022, OSH acquired substantially all of the assets of CHW Cares Inc. (" CHW ") for a total purchase price of $6.2 million, including contingent consideration with an estimated fair value of $0.2 million. The estimated fair value of the contingent consideration is recorded within other long-term liabilities. The maximum potential earn-out is $5.5 million dependent on internal metrics. As part of the CHW acquisition, the Company recorded $5.3 million of goodwill and is deductible for tax purposes. As of December 31, 2022, the purchase price allocation is considered final. The Company additionally acquired two medical practices during the year ended December 31, 2021 for total consideration of $2.9 million. Goodwill & Other Intangibles The following table details the annual movements in goodwill: (in millions) Balance as of December 31, 2020 $ 9.6 Acquisitions and acquisition adjustments 143.3 Balance as of December 31, 2021 $ 152.9 Acquisitions and acquisition adjustments 5.1 Balance as of December 31, 2022 $ 158.0 Intangible assets with a finite useful life continue to be amortized over their useful lives. Gross intangible assets amounted to $12.5 million and $12.5 million at December 31, 2022 and 2021, respectively. Accumulated amortization related to intangible assets amount to $3.4 million and $1.7 million at December 31, 2022 and 2021, respectively. The Company recorded amortization expense of $1.7 million and $0.8 million for the years ended December 31, 2022 and 2021, respectively. The remaining weighted average amortization period of finite-lived identifiable intangible assets is 5.5 years. The remaining estimated future amortization expense by year, as of December 31, 2022, is presented in the following table: (in millions) 2023 $ 1.7 2024 1.7 2025 1.7 2026 1.7 2027 1.7 Thereafter 0.6 Estimated aggregate future intangible asset amortization $ 9.1 |
LIABILITY FOR UNPAID CLAIMS
LIABILITY FOR UNPAID CLAIMS | 12 Months Ended |
Dec. 31, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
LIABILITY FOR UNPAID CLAIMS | LIABILITY FOR UNPAID CLAIMS The Company’s liabilities for unpaid claims were as follows ($ in millions): December 31, 2022 December 31, 2021 Balance, beginning of period $ 556.3 $ 262.1 Incurred health care costs: Current year 1,645.1 1,098.9 Prior years (2.9) 8.6 Total claims incurred $ 1,642.2 $ 1,107.5 Claims paid: Current year (827.5) (552.5) Prior years (521.6) (263.4) Total claims paid $ (1,349.1) $ (815.9) Adjustments to other claims-related liabilities 0.9 2.6 Balance, end of period $ 850.3 $ 556.3 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 material premium deficiency reserves were recorded for the years ended December 31, 2022, 2021 and 2020. The following tables provide information about incurred and paid claims development as of December 31, 2022 ($ in millions): Incurred Claims For the Years Ended Claims Incurred Year December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 2019 $ 383.2 394.9 394.6 394.5 2020 604.9 613.7 616.6 2021 1,098.9 1,093.2 2022 1,645.1 Total $ 3,749.4 Cumulative Paid Claims For the Years Ended Claims Incurred Year December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 2019 $ 226.6 383.2 394.6 394.5 2020 356.5 608.5 614.9 2021 552.5 1,067.8 2022 827.5 Total $ 2,904.7 Other claims-related liabilities 5.6 Liability for unpaid claims $ 850.3 |
FAIR VALUE MEASUREMENTS AND INV
FAIR VALUE MEASUREMENTS AND INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND INVESTMENTS | FAIR VALUE MEASUREMENTS AND INVESTMENTS Fair Value Measurements In determining the fair value of financial assets and liabilities, the Company utilizes market data or other assumptions that it believes market participants would use in pricing the asset or liability in the principal or most advantageous market and adjusts for non-performance and/or other risks associated with the Company as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date: Level 1 – Valuations based on unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date. Level 2 – Valuations with inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Valuations with unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of December 31, 2022 using: Fair Value Measurements as of December 31, 2021 using: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Marketable debt securities: Commercial paper $ 88.4 $ — $ — $ 120.8 $ — $ — U.S. Treasury obligations — 4.9 — — 26.0 — Corporate bonds — 158.1 — — 412.3 — Asset-backed securities — 14.3 — — 99.2 — Other — 22.0 — — 12.8 — Total financial assets $ 88.4 $ 199.3 $ — $ 120.8 $ 550.3 $ — Liabilities: Contingent consideration 1 — — 0.2 — — 21.7 Total liabilities $ — $ — $ 0.2 $ — $ — $ 21.7 1 During the quarter-ended June 30, 2022, RMD achieved both earn-out hurdles. As such, the Company no longer measured the fair value of the contingent consideration and instead recorded the maximum earn-out as an amount payable to RMD as of June 30, 2022. See Footnote 5 for further detail. The Company measures the fair value of its corporate bonds, U.S. treasury obligations and asset-backed securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. The fair value of the Company's Convertible Senior Notes was $702.0 million and $752.7 million as of December 31, 2022 and 2021, respectively, and classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices in an inactive market on the last day in the reporting period. The carrying value of the Convertible Senior Notes was $905.8 million and $901.4 million as of December 31, 2022 and 2021 , respectively, which is net of unamortized debt issuance and offering costs. As of December 31, 2022 , the carrying value of the Company's Term Loan is $72.8 million, net of debt issuance costs, which approximates fair value as the variable interest rate re-prices frequently. The fair value of the Term Loan is classified within Level 2 of the fair value hierarchy. For more information about the Term Loan, see Note 8, “Long-Term Debt.” During the years ended December 31, 2022 and 2021, there were no transfers between Levels 1, 2 and 3. Investments On December 31, 2022 and 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): December 31, 2022 December 31, 2021 Amortized cost Gross unrealized gains (losses) Fair value Amortized cost Gross unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 88.5 $ (0.1) $ 88.4 $ 120.9 $ (0.1) $ 120.8 U.S. Treasury obligations 4.9 0.0 4.9 26.0 — 26.0 Corporate bonds 160.0 (1.9) 158.1 413.4 (1.1) 412.3 Asset-backed securities 14.4 (0.1) 14.3 99.4 (0.2) 99.2 Other 22.1 (0.1) 22.0 12.8 — 12.8 Total marketable debt securities $ 289.9 $ (2.2) $ 287.7 $ 672.5 $ (1.4) $ 671.1 These investments in marketable debt securities carry maturity dates between less than one year and five years from date of purchase. The net realized gains and losses were immaterial during the years ended December 31, 2022 and 2021. We do not intend to sell these investments, and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis. We did not record an allowance for credit losses as of December 31, 2022 and 2021 as no losses were determined to be caused by credit losses. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The following table is a summary of the Company’s borrowings as of December 31, 2022 and 2021 ($ in millions): December 31, 2022 December 31, 2021 Liability component: Convertible Notes Principal $ 920.0 $ 920.0 Term Loan Principal 75.0 — Total Principal 995.0 920.0 Less: Convertible Notes debt issuance costs, net of amortization $ (14.2) $ (18.6) Less: Term Loan debt issuance costs, net of amortization $ (2.2) — Total debt issuance costs, net of amortization $ (16.4) $ (18.6) Net carrying amount $ 978.6 $ 901.4 Equity component recorded at issuance: Capped call transactions $ 123.6 $ 123.6 Term Loan On September 30, 2022, the Company and certain of its subsidiaries entered into the Loan Agreement with Hercules Capital, Inc., as administrative and collateral agent and a lender, Silicon Valley Bank and other lenders from time to time party thereto. The Loan Agreement provides the Company with a Term Loan Facility of up to $300.0 million to be funded in five committed tranches available to be drawn at the Company’s option during the specified time period. Under Tranche A (available from September 30, 2022 ("Closing") until March 31, 2023), the Company was required to draw down $75.0 million upon Closing and may draw up to an additional $25.0 million. Under Tranche B (available from Closing until December 15, 2023), the Company may borrow up to $50.0 million in $25.0 million increments. Under Tranche C (available from January 1, 2024 until June 30, 2024), the Company may borrow up to $50.0 million in $25.0 million increments. Under Tranche D (available from the earlier of (a) the date on which Tranche C is fully drawn, (b) July 1, 2024 and (c) subject to the approval by the lenders' investment committee(s) in their sole and unfettered discretion, any date prior thereto until December 15, 2024), the Company may borrow up to $75.0 million in $25.0 million increments. Under Tranche E (available from Closing until June 1, 2025), the Company may borrow up to $25.0 million subject to the approval of the individual lenders' investment committee(s) in their sole and unfettered discretion. If the Company does not elect to draw the entire principal amount available under the Tranche B, C or D during the applicable drawdown period, then any such undrawn portion will be added to the aggregate principal amount available under Tranche E. The obligations under the Term Loan Facility are secured by a first priority perfected security interest in substantially all of the assets of the Company, subject to certain limitations and exceptions. The Term Loan Facility is scheduled to mature on October 1, 2027, subject to a springing maturity date of September 1, 2025 if, prior to June 1, 2025, the Company’s Convertible Senior Notes have not been (i) converted into equity interests of the Company, (ii) amended such that the scheduled maturity date of the Convertible Senior Notes is at least 180 days after the initial maturity date of the tranches of the Term Loans then in effect, or (iii) fully redeemed and extinguished. The Term Loan interest rate will float and adjust as the prime rate changes from time to time. The Term Loan cash interest rate is equal to the greater of either 7.95%% or the prime rate plus 2.45%%. In addition, the principal balance of the Term Loans will bear “payment-in-kind” interest at the rate of 1.00% (“PIK Interest”), which PIK Interest will be added to the outstanding principal balance of the Term Loans and increase the outstanding principal balance of the Term Loans on each payment date. In addition, an end-of-term charge equal to 4.95% of the aggregate original principal amount of the Term Loans, due on the earlier of the maturity date of the Term Loans or the repayment of the Term Loans, is payable by the Company. Interest payments on the loan are due on the first day of each month. Borrowings under the Term Loan Facility may be voluntarily prepaid in minimum increments of $25.0 million, subject to a prepayment fee equal to (i) 2.00% of the amount prepaid, if the prepayment occurs during the first year following the closing, (ii) 1.00% of the amount prepaid, if the prepayment occurs during the second year following the closing, and (iii) 0.50% of the amount prepaid, if the prepayment occurs during the third year following the closing. There is no prepayment fee, penalty or premium applicable to voluntary prepayments made by the Company on or after the fourth year following the closing. Beginning on the earlier of (i) the reporting deadline of the Company’s fourth quarter 2023 financial statements under the Loan Agreement and (ii) the date at which more than $100.0 million in aggregate principal (excluding any paid-in-kind interest) is outstanding under the Term Loan Facility, the Company is required to maintain a specified trailing twelve-month platform contribution (as defined in the Loan Agreement), with the applicable platform contribution increasing over time and as the Company’s borrowings under the Term Loan Facility increase. On December 31, 2022, the financial covenant was not yet in effect. Convertible Senior Notes On March 16, 2021, the Company issued, at par value, $920.0 million aggregate principal amount of 0% Convertible Senior Notes in a private offering exempt from registration under the Securities Act of 1933, including $120.0 million in aggregate principal amount pursuant to the option we granted to the initial purchasers to purchase additional convertible senior notes, which was exercised in full in March 2021 (collectively, the “Convertible Senior Notes”). Total proceeds received by the Company from the sale of the Convertible Senior Notes, net of debt issuance and offering costs of $22.1 million, were $897.9 million. The Company used $123.6 million of the net proceeds to pay for the cost of the capped call transactions (see discussion on capped call transactions further below). The Convertible Senior Notes are governed by an indenture (“Indenture”), dated as of March 16, 2021, between the Company and U.S. Bank National Association, as trustee. Under the Indenture, the Convertible Senior Notes are general senior, unsecured obligations of the Company and will mature on March 15, 2026, unless earlier redeemed, repurchased or converted. The Convertible Senior Notes are equal in right of payment with the Company’s future senior, unsecured indebtedness and structurally subordinated to all indebtedness and liabilities of the Company’s subsidiaries. The Convertible Senior Notes are convertible, subject to certain conditions described below, into shares of our common stock at an initial conversion rate of 12.6328 shares per $1,000 principal amount of the Convertible Senior Notes, which represents an initial conversion price of approximately $79.16 per share, subject to adjustments upon occurrence of certain events set forth in the Indenture. Upon conversion, we will pay or deliver, cash, shares of our common stock or a combination thereof at our election. The maximum number of shares issuable should there be an increase in the conversion rate is 16,561,656 shares of the Company’s common stock. The Convertible Senior Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2025, only under the following circumstances: • during any calendar quarter ending after September 30, 2021, if our closing stock price is greater than or equal to 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) of the last 30 consecutive trading days of the immediately preceding calendar quarter; • during the five business day period after any 10 consecutive trading day period in which the trading price (as defined in the Indenture) is less than 98% of the product of the closing price of our common stock and the conversion rate for the Notes on each such trading day; • if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; and • upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Senior Notes may convert all or any portion of their Convertible Senior Notes at any time, regardless of the circumstances applicable to conversions prior to December 15, 2025. We may not redeem the Convertible Senior Notes prior to March 20, 2024. On or after March 20, 2024, the Convertible Senior Notes are redeemable for cash, in whole or in part (subject to minimum redemption amounts), at our option at any time, and from time to time, if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If the Company redeems less than all the outstanding Convertible Senior Notes, at least $150 million aggregate principal amount of Convertible Senior Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for the Convertible Senior Notes. Capped Call Transactions In connection with the pricing of the Convertible Senior Notes, the Company entered into convertible note hedge transactions (the “capped call transactions”) with six initial purchasers or their respective affiliates and other financial institutions (the “option counterparties”) of $123.6 million concurrent to mitigate the impact of potential economic dilution to our common stock upon conversion of the Convertible Senior Notes and have an initial strike price of approximately $79.16 per share, which corresponds to the initial conversion price of the Convertible Senior Notes. The capped call transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of Convertible Senior Notes, with such reduction and/or offset subject to a cap initially equal to $138.8750 per share. The capped call transactions will expire on March 12, 2026. The capped call transactions are separate transactions and are not part of the terms of the Convertible Senior Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 11,622,176 shares of the Company’s common stock, par value $0.001. The capped call transactions are subject to either adjustment or termination upon the occurrence of specified extraordinary and disruption events affecting the Company . The Company recognized $4.4 million and $3.5 million related to the amortization of debt issuance and offering costs in interest expense, net on the consolidated statements of operations related to the Convertible Senior Notes for the years ended December 31, 2022 and 2021. The effective interest rate was 0.49% for the years ended December 31, 2022 and 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contingencies The Company is presently, and from time to time, subject to various claims, investigations, suits and other legal proceedings arising in the ordinary course of business. The Company currently believes that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position or results of operations. Any legal proceedings are subject to inherent uncertainties, and the Company’s view of these matters and its potential effects may change in the future. Uncertainties The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statues and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. On November 1, 2021, the Company received a civil investigative demand (“CID”) from the United States Department of Justice. According to the CID, the Department of Justice is investigating whether the Company may have violated the False Claims Act, 31 U.S.C. §§ 3729-3722. The CID requests certain documents and information related to the Company’s relationships with third-party marketing agents and related to the Company’s provision of free transportation to federal health care beneficiaries and requests information and documents related to such matters. We are continuing to cooperate with the Department of Justice in response to the CID. We are currently unable to predict the outcome of this investigation. Additionally, the Company cannot reasonably estimate the possible loss or range of loss that may result from this action. Regardless of the outcome, this inquiry has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources and other factors. On January 10, 2022, Reginald T. Allison, individually and on behalf of all others similarly situated, filed a putative class action lawsuit against the Company, Michael Pykosz, and Timothy Cook, two of the Company's largest stockholders and members of the Company's Board of Directors in the United States District Court for the Northern District of Illinois (Case No. 1:22-cv-00149). On March 25, 2022, Central Pennsylvania Teamsters Pension Fund – Defined Benefit Plan, Central Pennsylvania Teamsters Pension Fund – Retirement Income Plan 1987, and Boston Retirement System’s (collectively, the “Northeast Pension Funds”) were appointed as the lead plaintiffs in the case. On May 25, 2022, the Northeast Pension Funds along with an additional named plaintiff, the City of Dearborn Police & Fire Revised Retirement System, filed their consolidated amended and restated complaint (the “Amended Complaint”). Plaintiffs allege that the Company and certain of its executive officers made false and/or misleading statements about patient acquisition tactics that purportedly violated the False Claims Act and federal Anti-Kickback Statute, and are purportedly the subject of the CID discussed above. The Amended Complaint includes two categories of claims: (1) claims under the Securities Exchange Act of 1934 based on allegedly misleading public statements throughout the class period of August 6, 2020 through November 8, 2021 (the “Exchange Act Claims”), and (2) claims under the Securities Act of 1933 based on allegedly misleading statements in the registration statements and prospectuses accompanying Oak Street Health, Inc.’s initial public offering and secondary public offerings (the “Securities Act Claims”). The Exchange Act claims are asserted against Oak Street Health, Inc., Michael Pykosz, our CEO and Timothy Cook, our CFO, and also against certain stockholders of as “control persons.” The Securities Act Claims are asserted against the same defendants as well as the underwriters of the Company’s public offerings, and the Oak Street Health, Inc. directors who signed the registration statements. The Amended Complaint seeks damages, interest, costs, attorneys’ fees and other unspecified equitable relief. On July 25, 2022, the defendants filed a consolidated motion to dismiss the Amended Complaint. On September 26, 2022, the plaintiffs' opposition to that motion to dismiss was filed, and the defendants reply to that opposition was filed on October 26, 2022. On February 10, 2023, the Court ruled on the motion to dismiss, granting the Company's' motions to dismiss with respect to the plaintiffs' section 12(a)(2) claim and section 11 claim based on misrepresentations from the May 2021 secondary public offering, and denying the remainder of the motion. Additionally three stockholders, Joseph Miller, the Hialeah Employees' Retirement System and the Employees Retirement System of the City of St. Louis each filed, on November 7, 2022, January 5, 2023 and February 2, 2023, respectively, derivative actions in the Delaware Court of Chancery against certain of our officers and each of the members of Oak Street’s Board of Directors (collectively, “Defendants”) principally alleging breach of fiduciary duties and unjust enrichment. Generally, the complaint in each derivative action concerns those Defendants’ duties relating to certain outreach practices Oak Street allegedly engaged in and its patient transportation program, which are also matters that are the subject of the CID. The Company intends to continue to defend these claims vigorously. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for success on the merits, the Company cannot reasonably estimate the possible loss or range of loss that may result from this action. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES ASC 842 Disclosures Operating and variable lease costs are included in cost of care, excluding depreciation and amortization and corporate, general and administrative expenses in the consolidated statements of operations. Variable lease costs are the portion of lease payments that are not fixed over the lease term. Variable lease costs include real estate payments that are adjusted periodically for inflation or other variables as well as payments for taxes, insurance, maintenance and other expenses. We expense variable lease costs as incurred. The Company elected to combine lease and non-lease components as a single lease component and not include short-term leases, defined as leases with an initial term of twelve months or less, in its consolidated balance sheets. The Company’s short-term leases are immaterial. The components of lease expense for the Company’s operating leases were as follows for the years ended December 31, 2022 and 2021 ($ in millions): For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Operating lease cost 2 $ 48.0 $ 21.2 Variable lease cost 2 10.6 18.9 Total lease cost $ 58.6 $ 40.1 2 See Note 2 for discussion of the correction of an immaterial prior period error. The correction of the classification of leasehold improvements resulted in a prior period benefit recorded to operating lease costs during the year ended December 31, 2022 . Additionally, as a result of the correction, certain variable lease expenses were re-classified as operating lease expenses during the year ended December 31, 2022 . These corrections impacted the comparability of operating and variable lease costs year over year. The Company entered into leases that resulted in $102.5 million and $65.6 million of right-of-use assets in exchange for operating lease obligations for the years ended December 31, 2022 and 2021, respectively. The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: December 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) 8.7 9.9 Weighted-average discount rate 4.59 % 4.17 % The table below presents the future minimum lease payments under the noncancelable operating leases as of December 31, 2022 ($ in millions): 2023 $ 49.6 2024 56.0 2025 55.2 2026 54.6 2027 54.6 2028 53.7 Thereafter 162.7 Total lease payments $ 486.4 Less: imputed interest (112.5) Total operating lease liabilities $ 373.9 Reported as: Operating lease liabilities, current (1) 24.6 Long- term operating lease liabilities 349.3 Total operating lease liabilities $ 373.9 (1) Included in other liabilities on the consolidated balance sheet ASC 840 Disclosures Prior to adoption of ASC 842 as of January 1, 2021, the Company accounted for its lease arrangements under ASC 840, Leases, |
REDEEMABLE INVESTOR UNITS
REDEEMABLE INVESTOR UNITS | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE INVESTOR UNITS | REDEEMABLE INVESTOR UNITS Pre-IPO Equity Conversion While OSH LLC’s investor units had no conversion rights related to any of the investor unit classes, in response to a reorganization plan to convert OSH LLC into a corporate form (per the OSH LLC’s Amended and Restated Operating Agreement), investor unit holders were eligible to receive capital stock of the Company in number of and with terms relatively consistent to their investor units, as ultimately determined by the Company’s Board of Directors. Prior to the closing of the IPO, the direct and indirect unitholders of OSH LLC completed a series of transactions in accordance with the Master Structuring Agreement that resulted in the Company becoming the ultimate parent company of OSH LLC and the current unitholders of OSH LLC immediately prior to the close of the IPO exchanged their investor units in OSH LLC for common stock of the Company as approved by the Board of Directors of the Company, OSH LLC and OSH Management Holdings, LLC (“OSH MH LLC”). The conversion was an exchange of units between entities under common control and resulted in the unitholders having the same percentage ownership immediately after the IPO as they had prior to the IPO. • General Atlantic LLC and Newlight Partners LP (the “Lead Sponsors”) contributed their respective investor units in the entities through which they currently hold interests in OSH LLC (“Sponsor Blockers”) to the Company in exchange for 126,278,767 shares of common stock in the Company, pursuant to a contribution and exchange agreement dated August 10, 2020 by and among the Company and the other signatories party thereto. • OSH LLC merged pursuant to the merger agreement dated August 10, 2020 by and among the Company, OSH LLC and the other signatory thereto (the “Company Merger”) with and into a newly formed subsidiary of the Company, with OSH LLC surviving as a wholly owned subsidiary of the Company. Pursuant to the Company Merger, the other investors in OSH LLC received a total of 58,240,199 shares of common stock in the Company in exchange for their investor units in OSH LLC. • OSH MH LLC, the entity through which our employees owned investor units in OSH LLC, merged pursuant to the merger agreement dated August 10, 2020 by and among the Company, OSH MH LLC and the other signatory party thereto (the “Management Merger”) with and into a newly formed subsidiary of the Company with OSH MH LLC surviving as a wholly owned subsidiary of the Company. Pursuant to the Management Merger, our employees received a total of 268,817 shares of common stock in the Company in exchange for their investor units in OSH MH LLC. As a result of the above transactions, all units of redeemable investor units then outstanding, totaling 12,472,242 units as well as their undeclared and deemed dividends of $103.6 million, were converted into 184,787,783 shares of common stock and their carrying value, totaling $545.0 million was reclassified into stockholders’ equity on our consolidated balance sheets. See further discussion of the rights and characteristics below related to the investor units. Redeemable Investor Units Prior to the IPO, the redeemable investor units consisted of three classes: investor units I, investor units II and investor units III. Due to contingent redemption features, the investor units were presented as temporary equity in the mezzanine section of the consolidated balance sheets before the completion of the IPO. The following table shows OSH LLC’s activity related to its investor units as of and for the periods ending: Investor Investor Investor Investor Investor Investor Investor Total Outstanding, December 31, 2019 382,572 509,796 7,915,830 568,613 747,661 876,147 — 11,000,619 Issued — — — — — — 1,471,623 1,471,623 Conversion (382,572) (509,796) (7,915,830) (568,613) (747,661) (876,147) (1,471,623) (12,472,242) Outstanding, December 31, 2020 — — — — — — — — In February 2020, OSH LLC issued 1,471,623 units of investor units III-E in exchange for $230.0 million. The price per unit was $156.29. There was $5.6 million in legal fees recorded as a reduction of equity as result of the capital raise. Prior to the equity conversion that occurred as a result of the IPO, the redeemable investor units had the following rights and characteristics: Dividends Dividends were payable in cash, if declared, by OSH LLC’s Board of Directors or upon a liquidation, deemed liquidation event or as determined by the Board of Directors in its sole discretion. OSH LLC did not declare dividends for the years ended December 31, 2020, 2021, or 2022. 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* Units Per Total Series Investor Units I 382,572 $ 8.53 $ 3.3 Investor Units II 509,796 10.15 5.2 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 10.48 19.6 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47.7 Investor Units III-B 568,613 5.51 3.1 Investor Units III-C 747,661 11.34 8.5 Investor Units III-D 876,147 8.98 7.9 Investor Units III-E 1,471,623 5.64 8.3 $ 103.6 * Note these accumulated dividends were included in the pre-IPO equity conversion to common stock discussed in the section “Pre-IPO Equity Conversion” above. As a result, there were no remaining accumulated dividends as of December 31, 2022 and 2021. 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' D
STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT | STOCKHOLDERS’ EQUITY/MEMBERS’ DEFICIT Pre-IPO Equity Conversion The unitholders of OSH LLC immediately prior to the close of the IPO exchanged their founders’ units, incentive units and profits interests in OSH LLC for common stock of the Company as approved by the Board of Directors of the Company, OSH LLC and OSH Management Holdings, LLC (“OSH MH LLC”). • Pursuant to the Company Merger, the investors in OSH LLC received a total of 226,940 shares of common stock in the Company in exchange for their incentive units in OSH LLC. • Pursuant to the Management Merger, our employees received a total of 37,884,061 shares of common stock, 22,612,472 of which are subject to service-based vesting (RSAs), and also received 14,313,416 options to purchase common stock of the Company at a strike price equal to the IPO price in exchange for their founders’ units and profits interests in OSH MH LLC. As a result of the above mentioned conversion, all units of members’ capital (founders’ units, incentive units and profits interests) then outstanding, totaling 3,456,634 were converted into 38,111,001 shares of common stock, 22,612,472 of which are considered RSAs. The carrying value of $7.0 million was reclassified into common stock and additional paid in capital on our consolidated balance sheet. 2020 Tender Offer Upon OSH LLC’s Board of Directors’ approval, OSH LLC issued a Tender Offer to Purchase for cash dated March 30, 2020 (the “2020 Tender Offer”) which expired on April. 27, 2020 up to $20.0 million of eligible units at a purchase price of $156.29 per eligible unit. Founders’ units, incentive units and profits interests that were not subject to vesting or risk of forfeiture and, if there was a hurdle value applicable to the profits interests, that were awarded prior to March 30, 2018, were eligible to be tendered to OSH LLC for purchase. This 2020 Tender Offer allowed the directors, officers and employees (including the founders) the option to have their eligible units repurchased; unit holders were permitted to sell any number of any class of eligible units, subject to a 10% threshold. The 2020 Tender Offer was not conditioned on any minimum number of eligible units being tendered, and OSH LLC was not contractually obligated to redeem these units. On Apr. 27, 2020, OSH LLC purchased all eligible units, other than profits interests subject to a hurdle value, at a price of $156.29 per eligible unit net to the sellers in cash, without interest. OSH LLC purchased profits interests that had a hurdle value at a price for each profits interests equal to the excess of $156.29 over the per profits interests amount of that hurdle value net to the sellers in cash, without interest. The purchase price offered in the 2020 Tender Offer for eligible units was the same for all classes of eligible units (other than profits interests, for which the purchase price was adjusted to reflect the applicable hurdle value), even though their relative priorities in distributions may differ. The following units were tendered to OSH LLC: Number of Units Tendered Purchase Price per Unit Total Purchase Price (millions) Founders’ Units 107,208 $ 156.29 $ 16.8 Incentive Units 1,142 156.29 0.1 Profits Interest Hurdle Value $265,158 17,622 136.04 2.4 Profits Interest Hurdle Value $346,107 3,684 129.91 0.5 Profits Interest Hurdle Value $386,277 1,495 126.90 0.2 Total Common Units 131,151 $ 20.0 The units (including profits interests) were repurchased at an amount per unit in excess of the fair value, which resulted in additional unit-based compensation expense of $0.6 million within corporate, general and administrative expenses in the consolidated statements of operation for the year ended December 31, 2020. Members’ capital cannot be reduced to less than the stated value of common shares outstanding; therefore, any additional value above the remaining ownership is a direct reduction to members’ deficit. Accordingly, $5.9 million was recorded as a reduction in members’ capital and the remaining $13.5 million was recorded in accumulated deficit at the time that the 2020 Tender Offer was completed. |
STOCK AND UNIT-BASED COMPENSATI
STOCK AND UNIT-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK AND UNIT-BASED COMPENSATION | STOCK AND UNIT-BASED COMPENSATION Post-IPO Equity Awards 2020 Omnibus Incentive Plan On August 5, 2020, the Company’s Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan,”). Under the 2020 Plan, employees, consultants and directors of our Company and our affiliates that perform services for us are eligible to receive awards. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSAs”), performance awards, other share-based awards (including restricted stock units (“RSUs”)) and other cash-based awards. The maximum number of shares available for issuance under the 2020 Plan may not exceed 62,590,091 shares (subject to annual increases as approved by the Board of Directors). Stock Options Activity The following is a summary of stock option activity, excluding PSOs, as of and for the year ended December 31, 2022: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2021 14,945,566 $ 21.89 8.61 $ 177.2 Granted 1,892,035 17.05 Exercised (745,982) 21.00 Canceled and forfeited (559,538) 23.57 Outstanding, December 31, 2022 15,532,081 $ 21.28 7.73 $ 15.2 Options exercisable as of December 31, 2022 9,012,113 $ 21.32 7.57 4.6 The aggregate intrinsic value of options exercised for years ended December 31, 2022, 2021 and 2020 was $4.2 million, $1.9 million and $0.4 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the option and the closing price of the Company’s common stock on the date of exercise. The fair value of options granted for years ended December 31, 2022, 2021 and 2020 was $16.5 million, $10.0 million and $90.1 million respectively. Valuation of Stock Options, excluding PSOs The grant date fair value of stock options granted was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: December 31, 2022 December 31, 2021 December 31, 2020 Risk-free interest rate 1.92 % 0.83 % 0.31 % Volatility 50.46 % 49.55 % 64.98 % Expected term to expiration (years) 6.24 6.25 6.23 Expected dividend yield 0.00 % 0.00 % 0.00 % Estimated fair value $ 8.74 $ 28.29 $ 6.07 Performance Stock Options Activity During the year ended December 31, 2022, the Company granted PSOs to certain of its executives, with 50% of the option shares vesting at the end of year two three The following is a summary of PSO activity as of and for the year ended December 31, 2022: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Value Outstanding, December 31, 2021 — $ — — $ — Granted 4,551,505 17.46 Exercised — — Canceled and forfeited (195,271) 21.96 Outstanding, December 31, 2022 4,356,234 $ 17.45 8.95 $ 19.0 Options exercisable as of December 31, 2022 — $ — — — Valuation of Performance Stock Options The grant date fair value of PSOs was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: December 31, 2022 Risk-free interest rate 2.48 % Volatility 51.37 % Expected term to expiration (years) 6.09 Expected dividend yield 0.00 % Estimated fair value $ 9.32 The determination of fair value of stock options (ISOs and PSOs) on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of the Company’s common stock as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgement to determine. We calculate the expected term for our employee stock options based on the simplified method as we have insufficient historical data about exercise patterns. We base the risk-free interest rate on a traded zero-coupon U.S. Treasury bond with a term substantially equal to the option’s expected term. We use an average historical stock price volatility of a peer group of comparable publicly traded healthcare companies representative of our expected future stock price volatility, as we do not have sufficient trading history for our common stock. For purposes of identifying these peer companies, we consider the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, we measure historical volatility over a period equivalent to the expected term. RSU Activity RSUs granted generally vest ratably over four years. The following is a summary of RSU transactions as of and for the year ended December 31, 2022: Unvested Shares Grant Date Fair Value Unvested, December 31, 2021 476,628 $ 47.30 Granted 2,651,309 17.76 Vested (157,782) 40.78 Canceled and forfeited (441,767) 21.28 Unvested, December 31, 2022 2,528,388 $ 21.53 During the years ended December 31, 2022, 2021, and 2020, the weighted average grant date fair value of RSUs granted was $17.76, $57.27, and $31.82, respectively. PSU Activity The Company granted PSUs to certain of its employees during the year ended December 31, 2022 with the units vesting in April 2023, subject in each case to the satisfaction of certain performance-based conditions. The following is a summary of PSU activity as of and for the year ended December 31, 2022: Unvested Shares Grant Date Fair Value Unvested, December 31, 2021 111,184 $ 33.73 Granted 455,426 23.66 Vested — — Canceled and forfeited (28,397) 24.17 Unvested, December 31, 2022 538,213 $ 28.03 During the year ended December 31, 2021, the weighted average grant date fair value of PSUs granted was $33.73. There were no PSUs granted during the year ended December 31, 2020. RSA Activity The RSAs were granted as part of the pre-IPO conversion (see Note 12). The following is a summary of RSA transactions as of and for the year ended December 31, 2022: Unvested Grant Date Unvested, December 31, 2021 16,090,990 $ 14.71 Granted — — Vested (9,762,571) 15.34 Canceled and forfeited (385,319) 16.66 Unvested, December 31, 2022 5,943,100 $ 13.54 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. During the years ended December 31, 2022 and December 31, 2021, 256,396 and 125,859 shares of common stock have been purchased under our ESPP. The shares purchased each offering period are distributed to the employees in the month following the end of the period. 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. Profits Interests Before the Company completed its IPO in August 2020 and adopted the 2020 Plan, OSH LLC entered into award agreements (“profits interests award”) which granted profits interests of OSH LLC. These profits interests represented profits interest ownership in OSH LLC tied solely to the accretion, if any, in the value of OSH LLC following the date of issuance of such profits interests. Profits interests participated in any increase of OSH LLC value related to their profits interests after the hurdle value had been achieved and OSH LLC’s profits interests received the agreed-upon return on their invested capital. The profits interests awards generally vested either over a requisite service period or were contingent upon a performance condition. OSH LLC granted 1,095,067 profits interests awards during the year ended December 31, 2020. Prior to the closing of the IPO, the outstanding profits interests were converted into common stock, RSAs and options (see Note 12 for further discussion on the conversion). The following is a summary of profits interests transactions as well as the profits interests outstanding as of and for the year ended December 31, 2020: Profits Interests Weighted- Average Grant Date Fair Value Outstanding, December 31, 2019 1,910,796 $ 12.68 Granted 1,095,067 55.03 Vested 271,710 8.96 Forfeited/Repurchased (60,947) 9.75 Conversion (2,944,916) 28.49 Outstanding, December 31, 2020 — $ — Vested outstanding, December 31, 2020 — — Stock and Unit-Based Compensation Expense The following table is a summary of stock-based compensation expense by function ($ in millions): For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Corporate, general and administrative 131.0 156.4 77.3 Sales and marketing 4.1 3.4 0.1 Cost of care 3.8 1.6 — Total stock and unit-based compensation expense 138.9 161.4 77.4 As part of the pre-IPO equity conversion discussed in Note 12, the profits interests that were subject to vesting over a period of continuous employment or service and were unvested upon the conversion were converted into RSAs and options that vest over the remaining requisite service period from the original grant dates. The unvested profits interests that were subject to vesting upon the Sponsor’s Exit performance condition were converted into RSAs and options that cliff vest between two years post IPO and four years from the original grant dates. As a result of this conversion and modification of vesting terms from Sponsor’s Exit to service-based vesting, the Company accounted for 984,560 RSAs and options as a Type III modification (the award was not probable to vest prior to the modification but it was probable of vesting under the modified condition). The stock compensation expense recorded for these modifications was $78.4 million, $116.3 million, and $49.5 million for the years ended December 31, 2022, 2021 and 2020 respectively. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAXIncome tax benefit related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss for the years ended December 31, 2022, 2021 and 2020, respectively, as follows ($ in millions): For the Years Ended Income tax provision (benefit) 2022 2021 2020 At statutory rate $ (107.1) $ (87.5) $ (40.3) State taxes (27.8) (12.4) (2.4) State valuation allowance 27.9 12.0 2.4 Federal valuation allowance 75.0 52.0 16.7 Transaction expenses 0.4 — — Stock/unit-based compensation 21.5 30.0 15.7 Partnership book losses not subject to tax (2.0) 5.6 7.5 Earnout payments 8.3 — — Deferred tax true-up 0.1 (3.7) — Permanent items 3.9 2.1 0.4 Total deferred income tax provision (benefit) $ 0.2 $ (1.9) $ — The deferred income tax provision of $0.2 million as of December 31, 2022 was comprised of federal income taxes for $0.1 million and state income taxes for $0.1 million. The deferred income tax benefit of $1.9 million as of December 31, 2021 was comprised of federal income taxes for $1.5 million and state income taxes for $0.4 million. As of December 31, 2022, 2021 and 2020, the Company had no unrecognized tax benefits. Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes as of December 31, 2022 and 2021 were as follows ($ in millions): Deferred income tax assets: 2022 2021 Federal net operating loss carryforwards $ 168.6 $ 102.2 State net operating loss carryforwards 54.5 30.3 Deferred revenue 8.6 7.4 Reserves and accruals — 0.3 Stock/unit-based compensation 13.8 3.7 Interest expense limitation 4.8 4.6 Deferred rent 15.4 5.5 IBNR reserve — 0.9 Payroll accruals 1.5 8.4 Allowance for doubtful accounts 1.1 0.8 Accrued professional fees — 0.3 Other intangibles 0.3 2.5 Total deferred tax assets $ 268.6 $ 166.9 Valuation allowance $ (262.5) $ (159.4) Net deferred income tax assets $ 6.1 $ 7.5 Deferred income tax liabilities: Other intangibles $ (1.8) $ (2.2) Fixed assets (0.8) (1.1) Prepaids (2.0) (1.8) Outside basis difference in a partnership (1.7) (2.4) Net deferred income tax liabilities $ (6.3) $ (7.5) Net deferred income taxes $ (0.2) $ — Realization of our deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Because of our lack of U.S. earnings history, the net U.S. deferred tax assets have been materially offset by a valuation allowance. In evaluating its ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results and the forecast of future market growth, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. As of December 31, 2022 and 2021, the Company has recorded a valuation allowance of $(262.5) million and $(159.4) million, respectively, as the Company has concluded that it is not more likely than not the deferred tax assets will be realized. The valuation allowance increased by $103.1 million and $73.6 million for the years ended December 31, 2022 and 2021, respectively. On December 31, 2022, the Company had federal and state net operating loss (“NOLs”) carryforwards of approximately $803.0 million and $764.7 million, respectively. The Federal NOLs arising in taxable years beginning before December 31, 2017, in the amount of $61.3 million, will begin to expire in the years 2033-2037. Federal NOLs rising in taxable years beginning after December 31, 2017, in the amount of $741.7 million, will be carried forward and have an indefinite life. However, the utilization of the NOLs carryforward is limited to 80% of taxable income. The state NOLs will begin expiring in 2032 and extend through 2040. On October. 20, 2021, the Company acquired 100% of the outstanding stock of Rubicon. This transaction resulted in the Company acquiring approximately $35.0 million and $25.0 million of Federal and State NOLs, respectively. These NOLs are subject to Section 382 limitations and are embedded within the totals above. As a result of the Rubicon transaction, the Company recorded a $1.9 million tax benefit in continuing operations for the period ending December 31, 2021. In accordance with the rules of tax law ordering, the Company performed a scheduling exercise on the acquired taxable temporary differences to determine which deferred tax assets were realizable. This is a one-time purchase accounting tax benefit that was recorded related to Rubicon. In the event of future transactions, additional tax benefits may be deemed necessary. The Company remains subject to U.S. federal, state and local, or non-U.S., income tax examinations by tax authorities for all years before 2017 to the extent acquired carryover NOLs from 2013-2017 are utilized on the returns. As of December 31, 2022, the tax years 2019 through 2021 remain fully open in the U.S. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company had no amounts accrued for interest or penalties for the years ended December 31, 2022 and 2021. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES The Physician Groups or entities were established to employ healthcare providers, contract with managed care payors and to deliver healthcare services to patients in the markets that the Company serves. Oak Street Health, MSO LLC (“OSH MSO”), a wholly owned subsidiary of the Company, was formed in 2013 to provide a wide range of management services to the Physician Groups. Activities include but are not limited to operational support of the centers, marketing, information technology infrastructure and the sourcing and managing of health plan contracts. The Company evaluated whether it has a variable interest in the Physician Groups, whether the Physician Groups are VIEs, and whether the Company has a controlling financial interest in the Physician Groups. The Company concluded that it has variable interests in the Physician Groups on the basis of its Administrative Service Agreement (“ASA”) which provides for reimbursement of costs and a management fee payable to the Company from the Physician Groups in exchange for providing management and administrative services which creates risks and a potential return to the Company. The Physician Group’s equity at risk, as defined by U.S. GAAP, is insufficient to finance its activities without additional support, and, therefore, the Physician Groups are considered VIEs. In order to determine whether the Company has a controlling financial interest in the Physician Groups, and, thus, is the Physician’s primary beneficiary, the Company considered whether it has i) the power to direct the activities of Physician Groups that most significantly impact its economic performance and ii) the obligation to absorb losses of the Physician Groups that could potentially be significant to it or the right to receive benefits from Physician Groups that could potentially be significant to it. The Company concluded that the shareholders and employees of the Physician Groups are structured in a way that neither shareholders, employees nor their designees have the individual power to direct the activities of the Physician Groups that most significantly impact its economic performance. Under the ASA, OSH MSO is responsible for providing management and administrative services related to the growth of the patient population of the Physician Groups, the management of that population’s healthcare needs and the provision of required healthcare services to those patients. The Company has concluded that the success or failure of OSH MSO in conducting these activities will most significantly impact the economic performance of the Physician Groups. In addition, the Company’s variable interests in the Physician Groups provide the Company with the right to receive benefits that could potentially be significant to it. The single member of the Physician Groups is a member and employee of the Company. As a result of this analysis, the Company concluded that it is the primary beneficiary of the Physician Groups and therefore consolidates the balance sheets, results of operations and cash flows of the Physician Groups. The Company performs a qualitative assessment of the Physician Groups on an ongoing basis to determine if it continues to be the primary beneficiary. The tables below illustrate the VIE assets and liabilities and performance of the Physician Groups ($ in millions): December 31, 2022 December 31, 2021 Total assets $ 1,002.0 $ 596.2 Total liabilities $ 930.8 $ 564.4 For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Total revenues $ 2,150.1 $ 1,424.4 $ 865.3 Medical claims expense 1,643.2 1,107.4 615.9 Cost of care 220.7 149.2 63.8 Total operating expenses $ 1,863.9 $ 1,256.6 $ 679.7 Physician Group revenues consist of amounts recognized for services provided to patients and includes capitated revenue and a portion of the Company’s other revenue and excludes certain care management services. All capitation arrangements are executed at the Physician Group level. Operating expenses consist primarily of medical claims expense, a majority of which are third-party medical claims expenses and administrative health plan fees, and exclude fees to perform payor delegated activities and provider excess insurance costs. Cost of care, excluding depreciation and amortization primarily 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 OSH MSO and the Physician Groups, which are eliminated in consolidation. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Humana Humana held over 5% of our common stock during the year ended December 31, 2021 but below 5% during the year ended December 31, 2022. Additionally, a Humana representative served on our Board of Directors from 2020 until his retirement, effective September 7, 2021. Humana no longer has a representative on the Board of Directors as of September 7, 2021. Therefore, Humana is no longer a related party for the year ending December 31, 2022, and as such, the Company has included prior year transaction amounts only on the consolidated balance sheet and consolidated statement of operations. During the years ended December 31, 2021 and 2020, our related party transactions with Humana included capitated managed care contracts, which resulted in capitated revenue and related receivables. Within the Company’s other revenue, revenues from Humana were included in both fee-for-service revenue and care coordination and care management revenue. The receivable associated with the fee-for-service revenue was recorded in other receivables. The unearned portion of the care coordination revenue was recorded as a contract liability in both the current and long-term other liabilities accounts. The Company also incurred medical claims expense related to the Humana payor contracts which were included in medical claims expense. Related unpaid claims were included in the liability for unpaid claims financial statement caption. The Humana Alliance Provision contains an arrangement for a license fee that is payable by the Company to Humana for the Company’s provision of health care services in certain centers owned or leased by Humana. The license fee is a reimbursement to Humana for its costs of owning or leasing and maintaining the centers, including rental payments, center maintenance or repair expenses, equipment expenses, special assessments, cost of upgrades, taxes, leasehold improvements and other expenses identified by Humana and was included in cost of care expenses, excluding depreciation and amortization in the consolidated statement of operations. The related liabilities were recorded within other liabilities on the consolidated balance sheet. We continued to have these transaction types with Humana during the year ended December 31, 2022, however, they are no longer considered related party transactions. Blue Cross Blue Shield of Rhode Island Blue Cross Blue Shield of Rhode Island (“BCBSRI”) owns 49.9% of our joint venture, OSH-RI, LLC, and one of our Board members served as president and CEO of BCBSRI through the year ended December 31, 2020. The Board member has not served in this role since 2020, and as such we have only presented 2020 information herein. Total capitated revenue associated with the BCBSRI payor contract was $11.3 million for the year ended December 31, 2020. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per common share ($ in millions). For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Numerator: Net loss $ (509.7) $ (414.6) $ (219.3) Less: Net loss attributable to non-controlling interests (0.5) (5.2) (4.1) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO — — (27.2) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO — — (67.5) Net loss attributable to OSH Inc. stockholders (509.2) (409.4) (120.5) Denominator: Weighted average common stock outstanding - basic and diluted 230,132,551 222,553,237 218,825,324 Net loss per share – basic and diluted $ (2.21) $ (1.84) $ (0.55) The Company’s potentially dilutive securities, which included outstanding stock options (including PSOs), unvested RSUs (including PSUs), unvested RSAs, shares to be issued under the ESPP and shares issuable upon conversion of our Convertible Senior Notes have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share was the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated: For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Stock options (including PSOs) 19,888,315 14,945,566 14,958,969 RSUs (including PSUs) 3,066,601 587,794 216,804 RSAs 5,943,100 16,090,990 21,599,118 Employee Stock Purchase Plan 95,207 63,284 — Convertible Senior Notes * 11,622,176 11,622,176 — 40,615,399 43,309,810 36,774,891 *The Company entered into capped call transactions to mitigate the impact of potential economic dilution to our common stock upon any conversion of our Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes up to a cap price of $138.8750 per share. See Note 8 for further details on the capped call transactions. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (unaudited) | QUARTERLY FINANCIAL INFORMATION (unaudited)The following table sets forth selected unaudited quarterly consolidated statements of operations data for each of the eight quarters in the fiscal years 2022 and 2021 ($ in millions). The information for each of these eight quarters has been prepared on the same basis as the audited annual consolidated financial statements included in this Annual Report on Form 10-K and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with the audited consolidated financial statements and related notes included in this Annual Report on Form 10-K. Quarter Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 9/30/2021 6/30/2021 3/31/2021 Revenues: Capitated revenue $ 565.8 537.9 516.1 506.1 382.4 376.7 346.7 291.2 Other revenue 11.9 7.8 7.6 7.7 11.7 12.0 6.4 5.5 Total revenues 577.7 545.7 523.7 513.8 394.1 388.7 353.1 296.7 Operating expenses: Medical claims expense 446.6 427.4 391.6 379.4 318.1 309.8 281.4 199.7 Cost of care, excluding depreciation and amortization 130.1 113.6 98.9 95.2 90.1 76.3 67.0 60.3 Sales and marketing 43.8 44.1 42.6 33.8 38.9 30.5 25.9 24.1 Corporate, general and administrative expenses 79.5 81.7 94.9 88.7 82.4 77.0 74.2 73.1 Depreciation and amortization 9.9 9.1 8.4 7.8 6.1 4.5 3.9 3.3 Total operating expenses 709.9 675.9 636.4 604.9 535.6 498.1 452.4 360.5 Loss from operations (132.2) (130.2) (112.7) (91.1) (141.5) (109.4) (99.3) (63.8) Other income/(expense) Interest expense, net (1.4) — (0.5) (0.6) (0.7) (0.6) (1.0) (0.2) Other (0.5) (0.2) (35.1) (5.0) — — — — Total other income/(expense) (1.9) (0.2) (35.6) (5.6) (0.7) (0.6) (1.0) (0.2) Income before income taxes and non-controlling interests (134.1) (130.4) (148.3) (96.7) (142.2) (110.0) (100.3) (64.0) Provision for income taxes 0.2 — — — (1.9) — — — Net loss $ (134.3) (130.4) (148.3) (96.7) (140.3) (110.0) (100.3) (64.0) Net income/(loss) attributable to noncontrolling interests (1.4) 0.3 0.8 (0.2) (1.7) (0.6) (2.3) (0.6) Net loss attributable to the Company $ (132.9) (130.7) (149.1) (96.5) (138.6) (109.4) (98.0) (63.4) Net loss per share – basic and diluted $ (0.56) (0.56) (0.66) (0.43) (0.62) (0.49) $ (0.44) $ (0.29) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Proposed Transaction with CVS Health On February 7, 2023, the Company entered into the Merger Agreement with a subsidiary of CVS Health, pursuant to which (and subject to the terms and conditions in the Merger Agreement) such subsidiary of CVS Health will acquire all of the outstanding shares of the Company’s common stock in a transaction structured as a merger of an indirect wholly-owned subsidiary of CVS Health with and into the Company, with the Company continuing as a surviving corporation. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company's common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of common stock (i) held by the Company as treasury stock as of immediately prior to the Effective Time, (ii) owned by such subsidiary of CVS Health or any of its subsidiaries (including Merger Sub) as of immediately prior to the Effective Time, (iii) owned by stockholders who have properly exercised appraisal rights under Delaware law and (iv) subject to outstanding Company restricted stock awards) will be automatically cancelled and converted into the right to receive $39.00 per share in cash, without interest thereon. As a result of the Merger, the Company will become an indirect wholly-owned subsidiary of CVS Health. The completion of the Merger is subject to certain customary closing conditions, including, among others, the adoption of the Merger Agreement by the Company's stockholders and the expiration or termination of the applicable waiting period under the HSR Act. The Merger Agreement contains certain customary termination rights for the Company and a subsidiary of CVS Health. If the Merger Agreement is terminated under certain specified circumstances and receipt of regulatory approval has not been obtained by such time, such subsidiary of CVS Health will be required to pay the Company a termination fee of $500 million. If the Merger Agreement is terminated under other certain specified circumstances, including due to the Company accepting a superior proposal, the Company will be required to pay such subsidiary of CVS Health a termination fee of $300 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Consolidation | The consolidated financial statements of Oak Street Health include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled entities. For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net loss in attributable to non-controlling interests” in the consolidated statements of operations. The Company records a non-controlling interest for the portion attributable to its minority partners for all of its joint ventures. Intercompany balances and transactions have been eliminated in consolidation. Business combinations accounted for as purchases have been included from their respective dates of acquisition. Upon completion of the IPO, our sole material asset is our interest in OSH LLC and its affiliates. In accordance with the master structuring agreement dated August 10, 2020, by and among Oak Street Health, Inc. and the other signatories party thereto (the “Master Structuring Agreement”), we have all management powers over the business and affairs of OSH LLC and to conduct, direct and exercise full control over the activities of OSH LLC. Due to our power to control the activities most directly affecting the results of OSH LLC, we are considered the primary beneficiary of the variable interest entity (“VIE”). Accordingly, following the effective date of the IPO, we consolidate the financial results of OSH LLC and its affiliates and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIEs. These evaluations are complex, involve judgment and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively (see Note 15). |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include revenue recognition, the liability for unpaid claims, valuation and related impairment recognition of long-lived assets, including intangible assets and goodwill and the valuation of stock options. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents consist of currency on hand with banks and financial institutions and investments in money market funds. The Company considers all short-term, highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash are funds held in Company bank accounts as collateral for bank issued letters of credit and are not available for operational use. The underlying letters of credit are contractually required by payor contracts and facility lease agreements. |
Marketable Debt Securities | The Company’s investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total stockholders' equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale investments as current assets under the caption marketable debt securities on the consolidated balance sheets as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements and fund current operations. Realized gains and losses and declines in value related to credit losses are included as a component of other (expense) income in the consolidated statements of operations. The Company periodically evaluates its investments in marketable debt securities for impairment. When assessing short-term marketable security investments for declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, the Company’s ability and intent to retain the short-term marketable security investment for a period of time sufficient to allow for any anticipated recovery in fair value, market conditions in general and whether the decline in value is due to a credit loss. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be for non-credit related factors, the Company reduces the marketable debt securities through a charge to other comprehensive income. If a decline in value is determined to be related to a credit loss, we record an allowance not greater than the difference between the carrying amount and fair value of the investment. No such adjustments were necessary during the periods presented. |
Concentration of Credit Risk and Significant Customers | Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of capitated accounts receivable. The Company’s concentration of credit risk is limited by the diversity, geography and number of patients and payers. |
Property and Equipment | The Company records property and equipment (“PPE”) at cost and depreciates them using the straight-line method at rates designed to distribute the cost of PPE over estimated service lives ranging from three |
Internal Use Software | The Company accounts for costs incurred to develop computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software |
Impairment of Long-Lived Assets | The Company reviews its long-lived assets for possible impairment in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recorded. The impairment loss is measured by comparing the fair value of the assets with their carrying |
Investments in Securities | The Company’s investments primarily include equity securities that are being accounted for by the equity method of accounting under which the Company’s share of net income or loss is recognized as income or loss in the Company’s statements of operations and added or deducted to the investment account. Distributions or dividends received from the investments are treated as a reduction of the investment account. The Company consistently follows the practice of recognizing the net income (loss) from equity method investments based on the most recent reliable data. |
Convertible Debt | The Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative. In accounting for the issuance of the 0% Convertible Senior Notes due 2026 issued in March 2021 (the “Convertible Senior Notes”), the Company recorded a long-term debt liability equal to the proceeds received from issuance, including the embedded conversion feature, net of the debt issuance and offering costs on the Company’s consolidated balance sheets. The conversion feature is not required to be accounted for separately as an embedded derivative. |
Capped Call Transactions | In connection with the issuance of the Convertible Senior Notes, the Company entered into capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the Convertible Senior Notes. The capped call transactions are purchased call options on the issuer’s stock that settle by reference to the Company’s stock with no forced cash payment. The terms of the capped call transactions allow the purchased call options to be classified as an equity instrument and will not be subsequently remeasured as long as the conditions for equity classification continue to be met. The Company recorded the cash used to purchase the capped call transactions as a reduction to additional paid-in capital within the Company’s consolidated statements of changes in redeemable investor units and stockholders’ equity/members’ (deficit). |
Leases | The Company leases offices, operating facilities or centers, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets , current portion (recorded within other current liabilities) and long-term operating lease liabilities on the Company’s consolidated balance sheets. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company has no financing leases. The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. The Company has lease agreements with lease and non-lease components. The Company elected the practical expedient to account for the lease and non-lease components as a single lease component for all leases. |
Fair Value of Financial Instruments | Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial instruments including cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of such instruments. Our financial assets and liabilities that require recognition and fair value measurement under the accounting guidance generally include our marketable debt securities, contingent consideration and debt (see Note 7). |
Income Taxes | Income Taxes Prior to the IPO and related restructuring transactions, the Company was a limited liability company. Accordingly, pursuant to its election under Section 701 of the Internal Revenue Code, each item of income, gain, loss, deduction or credit of the Company was ultimately reportable by its members in their individual tax returns, except in certain states and local jurisdictions where the Company was subject to income taxes. As such, the Company did not record a provision for federal income taxes or for taxes in states and local jurisdictions that did not assess taxes at the entity level. After the IPO and related restructuring transactions, the Company is a C Corporation and each item of income, gain, loss, deduction or credit of the Company is reportable by the Company. As such, the Company has recorded a provision for federal, state and local income taxes at the entity level in continuing operations for all deferred taxes net of the valuation allowance and activity post IPO. We account for income taxes under the liability method; under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. The Company’s tax filings are generally subject to examination for a period of three years from the filing date. Management has not identified any material tax position taken that requires income tax reserves to be established. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company reduces its deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, the Company considers all available positive and negative evidence affecting specific deferred tax assets, including past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies. Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative tax losses in recent years are the most compelling form of negative evidence considered by management in this determination. Management determined that based on all available evidence, a full valuation allowance was required for all U.S. state and local deferred tax assets due to losses incurred for the past several years. |
Segment Reporting | The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”), that the Company's operations are organized under one operating and reportable segment – Oak Street Health, Inc. The Company’s chief operating decision makers (“CODMs”) regularly review financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our CODM has been identified as, collectively, the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Although the Company derives its revenues from |
Business Combinations | The Company accounts for business combinations using the acquisition method of accounting. This method requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions |
Goodwill | The Company performs a qualitative goodwill impairment analysis annually on October 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. If we determine based on the qualitative analysis that it is more likely than not that the reporting unit has a fair value below its carrying value, we perform a quantitative analysis by comparing the fair value of the reporting unit to the carrying value. If the fair value is below the carrying value, the excess carrying value is recognized as an impairment loss. |
Intangible Assets | Identified intangibles are recorded at their acquisition date fair value and are amortized on a straight-line basis over their useful lives. Intangible assets are reviewed for impairment in conjunction with long-lived assets. |
Medical Claims Expense | Medical claims expense and the liability for unpaid claims include estimates of the Company’s obligations for medical care services that have been rendered by third parties on behalf of insured consumers for which the Company is contractually obligated to pay, but for which claims have either not yet been received, processed or paid. The Company develops estimates for medical care services incurred but not reported (“IBNR”), which includes estimates for claims that have not been received or fully processed, using a process that is consistently applied, centrally controlled and automated. This process includes utilizing actuarial models when a sufficient amount of medical claims history is available from the third-party healthcare service providers. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, medical care utilization and other medical cost trends, membership volume and demographics, the introduction of new technologies and benefit plan changes. In developing its unpaid claims liability estimates, the Company applies different estimation methods depending on which incurred claims are being estimated. We assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made.Medical claims expense also includes supplemental external costs of providing medical care such as administrative health plan fees, fees to perform payor delegated activities and provider excess insurance costs. The Company purchases provider excess insurance to protect against significant, catastrophic claims expenses incurred on behalf of its patients. The total amount of provider excess insurance premium was $4.0 million, $4.6 million and $3.6 million, and total reimbursements were $2.8 million, $4.7 million and $3.1 million for the years ended December 31, 2022, 2021 and 2020, 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. |
Cost of Care, Excluding Depreciation and Amortization | Cost of care, excluding depreciation and amortization includes the costs we incur to operate our centers and care model, including care team and patient support employee-related costs (including stock-based compensation), occupancy costs, patient transportation, medical supplies, insurance, fees paid to specialists and other operating costs. These costs exclude any expenses associated with sales and marketing activities incurred at the local level to support our patient growth strategies, and excludes any allocation of our corporate, general and administrative expenses. Care team employees include medical doctors, nurse practitioners, physician assistants, registered nurses, scribes, medical assistants and phlebotomists. Patient support employees include practice managers, welcome coordinators and patient relationship managers. |
Sales and Marketing | Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, stock-based compensation and employee benefits costs, for all of our employees engaged in marketing, sales, community outreach and sales support. These employee-related expenses capture all costs for both our field-based and corporate sales and marketing teams. Sales and marketing expenses also includes central and community-based advertising to generate greater awareness, engagement, and retention among our current and prospective patients as well as the infrastructure required to support all our marketing efforts. |
Corporate, General and Administrative | Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock/unit-based compensation for our executives, technology infrastructure, operations, clinical and quality support, finance, legal, human resources and development departments. In addition, general and administrative expenses include all corporate technology and occupancy costs. |
Retirement Plan | The Company maintains a profit sharing and retirement savings 401(k) plan (the “401(k) Plan”) for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. At its discretion, the Company makes 4% matching and/or profit-sharing contributions to the 401(k) Plan. |
Professional Liability | The physicians employed by the Physician Groups (or PC entities) were insured for professional liability exposure on a claims-made basis with a master insurance policy. The master policy renews in August of each year and newly employed physicians and terminating physicians are added to or removed from the coverage by endorsement, with premiums prorated to the next year’s expiration date. The limits of the coverage are $1.0 million each claim and $3.0 million in aggregate. Additional insureds on the policy include the PC entities, the physician employees and OSH MSO. |
Stock/ Unit-Based Compensation Expense | Post-IPO Following the IPO, we account for stock-based compensation awards approved by our Board of Directors, including stock options and restricted stock units (“RSUs”), based on their estimated grant date fair value in accordance with ASC 718, Compensation—Stock Compensation . We estimate the fair value of our stock options using the Black- Scholes option-pricing model. We estimate the fair value of our RSUs based on the fair value of the underlying common stock. We recognize the fair value of stock options at the grant date, which vest based on continued service at a rate of 25% each year, over the requisite service period, which is generally four years. Options generally expire ten years from the date of the grant. We recognize the fair value of the RSUs at the grant date on a straight-line basis over the requisite period, which is generally four years. The related compensation expense is recorded straight line over the service period and reflects actual forfeitures as they occur. For stock options and restricted stock units that have both service and performance conditions, the related compensation expense also includes estimates regarding the probability of achieving the performance metrics. Compensation expense related to these awards are recorded over the requisite service period as achievement of the performance objective becomes probable. The Company reassesses the probability of vesting at each reporting period and adjusts compensation expense based on the probability assessment. Pre-IPO Prior to the IPO, the Company’s unit-based incentive plan rewarded employees with various types of awards, including but not limited to, profits interests on a service-based or performance-based schedule. These awards also contained market conditions. The Company had elected to account for forfeitures as they occur. The Company used a combination of the income and market approaches to estimate the fair value of each award as of the grant date. For performance-vesting units pre-IPO, the Company recognized unit-based compensation expense when it was probable that the performance condition would be achieved. The Company analyzed if a performance condition was probable for each reporting period through the settlement date for awards subject to performance vesting. For service-vesting units, the Company recognized unit-based compensation expense over the requisite service period for each separately vesting portion of the profits interest as if the award was, in-substance, multiple awards. |
Net Loss Per Share | Prior to the IPO, the OSH LLC membership structure included pre-IPO units, some of which were investor units and profits interests. As part of the IPO and related restructuring transactions, all existing unitholders exchanged their membership interests in the limited liability company for common stock of Oak Street Health, Inc (see further discussion of the conversion in Notes 11 & 12). The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, the basic and diluted earnings per share for the year ended December 31, 2020 is applicable only for the period from August 10, 2020 to December 31, 2020, which is the period following the IPO and presents the period that the Company had outstanding common stock. Basic net loss per share attributable to common shareholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents. Diluted net loss per share attributable to common shareholders is computed by dividing the diluted net loss attributable to common shareholders by the weighted-average number of shares of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common shares equivalents. In periods in which the Company reports a net loss attributable to common shareholders, the diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, restricted stock awards and contingently issuable shares under our Convertible Senior Notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued Accounting Standard Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The new guidance requires contract assets and liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The new standard is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption. We elected to adopt this guidance early effective as of the year ended December 31, 2022 in connection with the Company’s acquisition of substantially all of the assets of CHW Cares Inc. ("CHW"), which was completed in the year ended 2022. The guidance was not applicable to the CHW acquisition as contract assets and liabilities were not acquired, and as such, the adoption did not have a material effect on our consolidated financial statements or notes to the consolidated financial statements. For more information about the CHW acquisition, see Note 5, "Business Combinations, Goodwill and Intangible Assets." In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied prospectively or retrospectively. We have adopted ASU 2021-10 as of January 1, 2022 using the prospective method. This adoption did not have a material impact on our consolidated financial statements or notes to the consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) of Equity Securities Subject to Contractual Sale Restrictions . The new guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The guidance is required to be adopted by public companies by January 1, 2024. The guidance is to be applied prospectively with adjustments resulting from the initial adoption recognized in earnings and disclosed. We do not anticipate this standard update will have a material impact on our consolidated financial statements or notes to the consolidated financial statements. |
Revenue Recognition | The Company earns revenue from our capitated arrangements and other revenue arrangements. Other revenue is comprised of care coordination and management arrangements, subscription license arrangements, fee for services and other arrangements. We disaggregate revenue from contracts with customers by service type within our consolidated statements of operations. Capitated Revenue and Accounts Receivable Capitated revenue consists primarily of capitated fees for medical services provided by us under capitated arrangements directly made with various Medicare Advantage managed care payors or the Centers for Medicare and Medicaid Services (“CMS”). The Company receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a model in which the Company receives from the third-party payor a fixed payment per patient per month (“PPPM” payment) for a defined patient population, and the Company is then responsible for providing healthcare services required by that patient population. The Company is responsible for incurring or paying for the cost of healthcare services required by that patient population in addition to those provided by the Company. Fees are recorded gross in revenues because the Company is acting as a principal in arranging, providing and controlling the managed healthcare services provided to the eligible enrolled members. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. The Company’s payor contracts generally have a term of one year or longer, but the contracts between the enrolled members (our customers) and the payor are one calendar year or less. In general, the Company considers all contracts with customers (enrolled members) as a single performance obligation to stand ready to provide healthcare services. The Company identified that contracts with customers for capitation arrangements have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied over time as the Company stands ready to fulfill its obligation to enrolled members. Our revenues are based upon the estimated PPPM amounts we expect to be entitled to receive from Medicare Advantage managed care payors and CMS. Under our managed care contracts, the PPPM rates are determined as a percent of the premium the Medicare Advantage plan receives from CMS for our at-risk members. Those premiums are determined via a competitive bidding process with CMS and are based upon the cost of care in a local market and the average utilization of services by the patients enrolled. Under our contract with CMS, the PPPM rates are determined as a percentage of the premium, also adjusted for the cost of care in a local market and the average utilization of services, for our at-risk members. |
Accounts Receivable | CMS pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Payors with higher acuity patients receive more, and those with lower acuity patients receive less. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after the final data is compiled. As premiums are adjusted via this risk adjustment model, our PPPM payments will change in unison with how our payor partners’ premiums change with CMS. The Company determined the transaction price for these contracts is variable as it primarily includes PPPM fees which can fluctuate throughout the contract based on the acuity of each individual enrollee. Our capitated accounts receivable balances are carried at amounts the Company deems collectible. Accordingly, an allowance is provided based on credit losses expected over the contractual term. Accounts receivable are written off when they are deemed uncollectible. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Contributions and Distributions Made to and From Joint Venture | The following table illustrates the contributions and distributions made to and from the joint venture and Oak Street Health MSO, LLC for the periods then ended ($ in millions): For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 OSH-PCJ Joliet, LLC Contributions $ — $ — $ — Distributions 1.3 1.5 0.1 OSH-RI, LLC Contributions — 4.1 5.9 Distributions — — — OSH-ESC Joint Venture, LLC Contributions — 0.1 — Distributions — — — |
Schedule of Capitated Account Receivable | The capitated accounts receivables by payor source consisted of the following as of: For the Years Ended December 31, 2022 December 31, 2021 Aetna 13 % 10 % Anthem 10 % 8 % Humana 14 % 19 % Medicare 18 % 17 % Wellcare/Meridian 16 % 19 % United Healthcare 14 % 12 % Other 15 % 15 % |
Summary of Property Plant and Equipment | Estimated useful lives of PPE are as follows: Leasehold improvements 15 years or term of lease Furniture and fixtures 8 years Computer equipment 3-5 years Internal use software 5 years Office equipment 5-8 years Property and equipment consisted of the following as of ($ in millions): December 31, 2022 December 31, 2021 Leasehold improvements $ 136.7 $ 88.1 Furniture and fixtures 9.3 5.7 Computer equipment 65.3 49.3 Internal use software 32.7 14.9 Office equipment 16.2 12.7 Construction in process 22.0 18.6 Total, at cost 282.2 189.3 Less accumulated depreciation (78.1) (44.5) Property and equipment, net $ 204.1 $ 144.8 |
Schedule of Error Corrections and Prior Period Adjustments | The table below summarizes the prior period impact recorded to the consolidated balance sheet as of December 31, 2022: Adjustments Operating lease right-of-use assets 95.8 Total assets $ 95.8 Other liabilities (1.5) Total current liabilities $ (1.5) Other long-term liabilities (15.4) Long-term operating lease liabilities 110.5 Total liabilities $ 93.6 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Sources of Revenue in Percentage Terms | The Company had agreements in place with the payors listed below, and payor sources of capitated revenue for each period were as follows: For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Humana 32 % 36 % 45 % Wellcare/Meridian 17 % 17 % 15 % Cigna-HealthSpring 6 % 9 % 11 % Other 45 % 38 % 29 % For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Care coordination and care management services $ 12.2 $ 24.7 $ 24.3 License subscription and other fees 9.7 1.9 — CARES Act grant income — — 2.2 Fee for service 13.1 9.0 5.0 Total other revenue $ 35.0 $ 35.6 $ 31.5 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property Plant and Equipment | Estimated useful lives of PPE are as follows: Leasehold improvements 15 years or term of lease Furniture and fixtures 8 years Computer equipment 3-5 years Internal use software 5 years Office equipment 5-8 years Property and equipment consisted of the following as of ($ in millions): December 31, 2022 December 31, 2021 Leasehold improvements $ 136.7 $ 88.1 Furniture and fixtures 9.3 5.7 Computer equipment 65.3 49.3 Internal use software 32.7 14.9 Office equipment 16.2 12.7 Construction in process 22.0 18.6 Total, at cost 282.2 189.3 Less accumulated depreciation (78.1) (44.5) Property and equipment, net $ 204.1 $ 144.8 |
BUSINESS COMBINATIONS, GOODWI_2
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations Goodwill And Other Intangible Assets [Abstract] | |
Summary of Annual Movements in Goodwill | The following table details the annual movements in goodwill: (in millions) Balance as of December 31, 2020 $ 9.6 Acquisitions and acquisition adjustments 143.3 Balance as of December 31, 2021 $ 152.9 Acquisitions and acquisition adjustments 5.1 Balance as of December 31, 2022 $ 158.0 |
Summary of Annual Movements in Gross Carrying Amount and Accumulated Amortization of Identifiable Intangibles | The remaining weighted average amortization period of finite-lived identifiable intangible assets is 5.5 years. The remaining estimated future amortization expense by year, as of December 31, 2022, is presented in the following table: (in millions) 2023 $ 1.7 2024 1.7 2025 1.7 2026 1.7 2027 1.7 Thereafter 0.6 Estimated aggregate future intangible asset amortization $ 9.1 |
LIABILITY FOR UNPAID CLAIMS (Ta
LIABILITY FOR UNPAID CLAIMS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Summary of Liability for Unpaid Claims and Claims Adjustment Expense | The Company’s liabilities for unpaid claims were as follows ($ in millions): December 31, 2022 December 31, 2021 Balance, beginning of period $ 556.3 $ 262.1 Incurred health care costs: Current year 1,645.1 1,098.9 Prior years (2.9) 8.6 Total claims incurred $ 1,642.2 $ 1,107.5 Claims paid: Current year (827.5) (552.5) Prior years (521.6) (263.4) Total claims paid $ (1,349.1) $ (815.9) Adjustments to other claims-related liabilities 0.9 2.6 Balance, end of period $ 850.3 $ 556.3 |
Summary of Incurred and Paid Development | The following tables provide information about incurred and paid claims development as of December 31, 2022 ($ in millions): Incurred Claims For the Years Ended Claims Incurred Year December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 2019 $ 383.2 394.9 394.6 394.5 2020 604.9 613.7 616.6 2021 1,098.9 1,093.2 2022 1,645.1 Total $ 3,749.4 Cumulative Paid Claims For the Years Ended Claims Incurred Year December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 2019 $ 226.6 383.2 394.6 394.5 2020 356.5 608.5 614.9 2021 552.5 1,067.8 2022 827.5 Total $ 2,904.7 Other claims-related liabilities 5.6 Liability for unpaid claims $ 850.3 |
FAIR VALUE MEASUREMENTS AND I_2
FAIR VALUE MEASUREMENTS AND INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of December 31, 2022 using: Fair Value Measurements as of December 31, 2021 using: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Marketable debt securities: Commercial paper $ 88.4 $ — $ — $ 120.8 $ — $ — U.S. Treasury obligations — 4.9 — — 26.0 — Corporate bonds — 158.1 — — 412.3 — Asset-backed securities — 14.3 — — 99.2 — Other — 22.0 — — 12.8 — Total financial assets $ 88.4 $ 199.3 $ — $ 120.8 $ 550.3 $ — Liabilities: Contingent consideration 1 — — 0.2 — — 21.7 Total liabilities $ — $ — $ 0.2 $ — $ — $ 21.7 1 During the quarter-ended June 30, 2022, RMD achieved both earn-out hurdles. As such, the Company no longer measured the fair value of the contingent consideration and instead recorded the maximum earn-out as an amount payable to RMD as of June 30, 2022. See Footnote 5 for further detail. |
Schedule of Marketable Debt Securities Classified as Available-for-sale | December 31, 2022 and 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): December 31, 2022 December 31, 2021 Amortized cost Gross unrealized gains (losses) Fair value Amortized cost Gross unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 88.5 $ (0.1) $ 88.4 $ 120.9 $ (0.1) $ 120.8 U.S. Treasury obligations 4.9 0.0 4.9 26.0 — 26.0 Corporate bonds 160.0 (1.9) 158.1 413.4 (1.1) 412.3 Asset-backed securities 14.4 (0.1) 14.3 99.4 (0.2) 99.2 Other 22.1 (0.1) 22.0 12.8 — 12.8 Total marketable debt securities $ 289.9 $ (2.2) $ 287.7 $ 672.5 $ (1.4) $ 671.1 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | The following table is a summary of the Company’s borrowings as of December 31, 2022 and 2021 ($ in millions): December 31, 2022 December 31, 2021 Liability component: Convertible Notes Principal $ 920.0 $ 920.0 Term Loan Principal 75.0 — Total Principal 995.0 920.0 Less: Convertible Notes debt issuance costs, net of amortization $ (14.2) $ (18.6) Less: Term Loan debt issuance costs, net of amortization $ (2.2) — Total debt issuance costs, net of amortization $ (16.4) $ (18.6) Net carrying amount $ 978.6 $ 901.4 Equity component recorded at issuance: Capped call transactions $ 123.6 $ 123.6 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the Company’s operating leases were as follows for the years ended December 31, 2022 and 2021 ($ in millions): For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Operating lease cost 2 $ 48.0 $ 21.2 Variable lease cost 2 10.6 18.9 Total lease cost $ 58.6 $ 40.1 2 See Note 2 for discussion of the correction of an immaterial prior period error. The correction of the classification of leasehold improvements resulted in a prior period benefit recorded to operating lease costs during the year ended December 31, 2022 . Additionally, as a result of the correction, certain variable lease expenses were re-classified as operating lease expenses during the year ended December 31, 2022 . These corrections impacted the comparability of operating and variable lease costs year over year. The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: December 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) 8.7 9.9 Weighted-average discount rate 4.59 % 4.17 % |
Schedule of Minimum Lease Payments for Operating Leases | The table below presents the future minimum lease payments under the noncancelable operating leases as of December 31, 2022 ($ in millions): 2023 $ 49.6 2024 56.0 2025 55.2 2026 54.6 2027 54.6 2028 53.7 Thereafter 162.7 Total lease payments $ 486.4 Less: imputed interest (112.5) Total operating lease liabilities $ 373.9 Reported as: Operating lease liabilities, current (1) 24.6 Long- term operating lease liabilities 349.3 Total operating lease liabilities $ 373.9 (1) Included in other liabilities on the consolidated balance sheet |
REDEEMABLE INVESTOR UNITS (Tabl
REDEEMABLE INVESTOR UNITS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
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 Investor Investor Investor Investor Investor Investor Total Outstanding, December 31, 2019 382,572 509,796 7,915,830 568,613 747,661 876,147 — 11,000,619 Issued — — — — — — 1,471,623 1,471,623 Conversion (382,572) (509,796) (7,915,830) (568,613) (747,661) (876,147) (1,471,623) (12,472,242) Outstanding, December 31, 2020 — — — — — — — — |
Schedule of Dividends Preferred Stock | The following table shows accumulated dividends on the redeemable investor units on a cumulative basis as of the periods presented below: August 10, 2020* Units Per Total Series Investor Units I 382,572 $ 8.53 $ 3.3 Investor Units II 509,796 10.15 5.2 Investor Units III-A – Issued prior to December 1, 2015 1,872,409 10.48 19.6 Investor Units III-A – Issued after December 1, 2015 6,043,421 7.90 47.7 Investor Units III-B 568,613 5.51 3.1 Investor Units III-C 747,661 11.34 8.5 Investor Units III-D 876,147 8.98 7.9 Investor Units III-E 1,471,623 5.64 8.3 $ 103.6 |
STOCKHOLDERS' EQUITY_MEMBERS'_2
STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Common Units Tendered | The following units were tendered to OSH LLC: Number of Units Tendered Purchase Price per Unit Total Purchase Price (millions) Founders’ Units 107,208 $ 156.29 $ 16.8 Incentive Units 1,142 156.29 0.1 Profits Interest Hurdle Value $265,158 17,622 136.04 2.4 Profits Interest Hurdle Value $346,107 3,684 129.91 0.5 Profits Interest Hurdle Value $386,277 1,495 126.90 0.2 Total Common Units 131,151 $ 20.0 |
STOCK AND UNIT-BASED COMPENSA_2
STOCK AND UNIT-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity, excluding PSOs, as of and for the year ended December 31, 2022: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2021 14,945,566 $ 21.89 8.61 $ 177.2 Granted 1,892,035 17.05 Exercised (745,982) 21.00 Canceled and forfeited (559,538) 23.57 Outstanding, December 31, 2022 15,532,081 $ 21.28 7.73 $ 15.2 Options exercisable as of December 31, 2022 9,012,113 $ 21.32 7.57 4.6 |
Schedule of Valuation of Stock Options | The grant date fair value of stock options granted was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: December 31, 2022 December 31, 2021 December 31, 2020 Risk-free interest rate 1.92 % 0.83 % 0.31 % Volatility 50.46 % 49.55 % 64.98 % Expected term to expiration (years) 6.24 6.25 6.23 Expected dividend yield 0.00 % 0.00 % 0.00 % Estimated fair value $ 8.74 $ 28.29 $ 6.07 The grant date fair value of PSOs was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: December 31, 2022 Risk-free interest rate 2.48 % Volatility 51.37 % Expected term to expiration (years) 6.09 Expected dividend yield 0.00 % Estimated fair value $ 9.32 |
Share-Based Payment Arrangement, Performance Shares, Activity | The following is a summary of PSO activity as of and for the year ended December 31, 2022: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Value Outstanding, December 31, 2021 — $ — — $ — Granted 4,551,505 17.46 Exercised — — Canceled and forfeited (195,271) 21.96 Outstanding, December 31, 2022 4,356,234 $ 17.45 8.95 $ 19.0 Options exercisable as of December 31, 2022 — $ — — — |
Summary of Restricted Stock Awards (RSA) Activity | The following is a summary of RSU transactions as of and for the year ended December 31, 2022: Unvested Shares Grant Date Fair Value Unvested, December 31, 2021 476,628 $ 47.30 Granted 2,651,309 17.76 Vested (157,782) 40.78 Canceled and forfeited (441,767) 21.28 Unvested, December 31, 2022 2,528,388 $ 21.53 The following is a summary of RSA transactions as of and for the year ended December 31, 2022: Unvested Grant Date Unvested, December 31, 2021 16,090,990 $ 14.71 Granted — — Vested (9,762,571) 15.34 Canceled and forfeited (385,319) 16.66 Unvested, December 31, 2022 5,943,100 $ 13.54 |
Schedule of Nonvested Performance-Based Units Activity | The following is a summary of PSU activity as of and for the year ended December 31, 2022: Unvested Shares Grant Date Fair Value Unvested, December 31, 2021 111,184 $ 33.73 Granted 455,426 23.66 Vested — — Canceled and forfeited (28,397) 24.17 Unvested, December 31, 2022 538,213 $ 28.03 |
Schedule of Profits Interests Award | The following is a summary of profits interests transactions as well as the profits interests outstanding as of and for the year ended December 31, 2020: Profits Interests Weighted- Average Grant Date Fair Value Outstanding, December 31, 2019 1,910,796 $ 12.68 Granted 1,095,067 55.03 Vested 271,710 8.96 Forfeited/Repurchased (60,947) 9.75 Conversion (2,944,916) 28.49 Outstanding, December 31, 2020 — $ — Vested outstanding, December 31, 2020 — — |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table is a summary of stock-based compensation expense by function ($ in millions): For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Corporate, general and administrative 131.0 156.4 77.3 Sales and marketing 4.1 3.4 0.1 Cost of care 3.8 1.6 — Total stock and unit-based compensation expense 138.9 161.4 77.4 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit | Income tax benefit related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pretax loss for the years ended December 31, 2022, 2021 and 2020, respectively, as follows ($ in millions): For the Years Ended Income tax provision (benefit) 2022 2021 2020 At statutory rate $ (107.1) $ (87.5) $ (40.3) State taxes (27.8) (12.4) (2.4) State valuation allowance 27.9 12.0 2.4 Federal valuation allowance 75.0 52.0 16.7 Transaction expenses 0.4 — — Stock/unit-based compensation 21.5 30.0 15.7 Partnership book losses not subject to tax (2.0) 5.6 7.5 Earnout payments 8.3 — — Deferred tax true-up 0.1 (3.7) — Permanent items 3.9 2.1 0.4 Total deferred income tax provision (benefit) $ 0.2 $ (1.9) $ — |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets for federal and state income taxes as of December 31, 2022 and 2021 were as follows ($ in millions): Deferred income tax assets: 2022 2021 Federal net operating loss carryforwards $ 168.6 $ 102.2 State net operating loss carryforwards 54.5 30.3 Deferred revenue 8.6 7.4 Reserves and accruals — 0.3 Stock/unit-based compensation 13.8 3.7 Interest expense limitation 4.8 4.6 Deferred rent 15.4 5.5 IBNR reserve — 0.9 Payroll accruals 1.5 8.4 Allowance for doubtful accounts 1.1 0.8 Accrued professional fees — 0.3 Other intangibles 0.3 2.5 Total deferred tax assets $ 268.6 $ 166.9 Valuation allowance $ (262.5) $ (159.4) Net deferred income tax assets $ 6.1 $ 7.5 Deferred income tax liabilities: Other intangibles $ (1.8) $ (2.2) Fixed assets (0.8) (1.1) Prepaids (2.0) (1.8) Outside basis difference in a partnership (1.7) (2.4) Net deferred income tax liabilities $ (6.3) $ (7.5) Net deferred income taxes $ (0.2) $ — |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of VIE Assets and Liabilities and Performance for the Physician Groups | The tables below illustrate the VIE assets and liabilities and performance of the Physician Groups ($ in millions): December 31, 2022 December 31, 2021 Total assets $ 1,002.0 $ 596.2 Total liabilities $ 930.8 $ 564.4 For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Total revenues $ 2,150.1 $ 1,424.4 $ 865.3 Medical claims expense 1,643.2 1,107.4 615.9 Cost of care 220.7 149.2 63.8 Total operating expenses $ 1,863.9 $ 1,256.6 $ 679.7 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Common Unit | The following table sets forth the computation of basic and diluted net loss per common share ($ in millions). For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Numerator: Net loss $ (509.7) $ (414.6) $ (219.3) Less: Net loss attributable to non-controlling interests (0.5) (5.2) (4.1) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO — — (27.2) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO — — (67.5) Net loss attributable to OSH Inc. stockholders (509.2) (409.4) (120.5) Denominator: Weighted average common stock outstanding - basic and diluted 230,132,551 222,553,237 218,825,324 Net loss per share – basic and diluted $ (2.21) $ (1.84) $ (0.55) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: For the Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Stock options (including PSOs) 19,888,315 14,945,566 14,958,969 RSUs (including PSUs) 3,066,601 587,794 216,804 RSAs 5,943,100 16,090,990 21,599,118 Employee Stock Purchase Plan 95,207 63,284 — Convertible Senior Notes * 11,622,176 11,622,176 — 40,615,399 43,309,810 36,774,891 *The Company entered into capped call transactions to mitigate the impact of potential economic dilution to our common stock upon any conversion of our Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes up to a cap price of $138.8750 per share. See Note 8 for further details on the capped call transactions. |
QUARTERLY FINANCIAL INFORMATI_2
QUARTERLY FINANCIAL INFORMATION (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table sets forth selected unaudited quarterly consolidated statements of operations data for each of the eight quarters in the fiscal years 2022 and 2021 ($ in millions). The information for each of these eight quarters has been prepared on the same basis as the audited annual consolidated financial statements included in this Annual Report on Form 10-K and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with the audited consolidated financial statements and related notes included in this Annual Report on Form 10-K. Quarter Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 9/30/2021 6/30/2021 3/31/2021 Revenues: Capitated revenue $ 565.8 537.9 516.1 506.1 382.4 376.7 346.7 291.2 Other revenue 11.9 7.8 7.6 7.7 11.7 12.0 6.4 5.5 Total revenues 577.7 545.7 523.7 513.8 394.1 388.7 353.1 296.7 Operating expenses: Medical claims expense 446.6 427.4 391.6 379.4 318.1 309.8 281.4 199.7 Cost of care, excluding depreciation and amortization 130.1 113.6 98.9 95.2 90.1 76.3 67.0 60.3 Sales and marketing 43.8 44.1 42.6 33.8 38.9 30.5 25.9 24.1 Corporate, general and administrative expenses 79.5 81.7 94.9 88.7 82.4 77.0 74.2 73.1 Depreciation and amortization 9.9 9.1 8.4 7.8 6.1 4.5 3.9 3.3 Total operating expenses 709.9 675.9 636.4 604.9 535.6 498.1 452.4 360.5 Loss from operations (132.2) (130.2) (112.7) (91.1) (141.5) (109.4) (99.3) (63.8) Other income/(expense) Interest expense, net (1.4) — (0.5) (0.6) (0.7) (0.6) (1.0) (0.2) Other (0.5) (0.2) (35.1) (5.0) — — — — Total other income/(expense) (1.9) (0.2) (35.6) (5.6) (0.7) (0.6) (1.0) (0.2) Income before income taxes and non-controlling interests (134.1) (130.4) (148.3) (96.7) (142.2) (110.0) (100.3) (64.0) Provision for income taxes 0.2 — — — (1.9) — — — Net loss $ (134.3) (130.4) (148.3) (96.7) (140.3) (110.0) (100.3) (64.0) Net income/(loss) attributable to noncontrolling interests (1.4) 0.3 0.8 (0.2) (1.7) (0.6) (2.3) (0.6) Net loss attributable to the Company $ (132.9) (130.7) (149.1) (96.5) (138.6) (109.4) (98.0) (63.4) Net loss per share – basic and diluted $ (0.56) (0.56) (0.66) (0.43) (0.62) (0.49) $ (0.44) $ (0.29) |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details) | 12 Months Ended | |||||
Aug. 10, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) center $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Mar. 16, 2021 $ / shares | Aug. 05, 2020 $ / shares | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Number of centers operated | center | 169 | |||||
Shares of common stock was declared effective (in shares) | shares | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Stock issued during period shares (in shares) | shares | 1,471,623 | |||||
Proceeds from initial public offering | $ 351,200,000 | $ 0 | $ 0 | $ 377,300,000 | ||
Payments for underwriting expense | 22,600,000 | |||||
Deferred offering costs | $ 3,500,000 | |||||
Number of units converted | shares | 3,456,634 | |||||
Number of shares issued upon conversion (in shares) | shares | 12,472,242 | 12,472,242 | ||||
Reclassification of members capital | $ 7,000,000 | |||||
Provider Relief Funds, CARES Act | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Amount received to offset impacts of COVID-19 | 2,800,000 | $ 8,400,000 | ||||
Unrecognized grants | 0 | 0 | ||||
Nonoperating Income (Expense) | Provider Relief Funds, CARES Act | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Grants recognized | $ 3,600,000 | $ 7,600,000 | ||||
Government assistance, statement of income or comprehensive income | Other | Other | ||||
Cost Of Goods And Service, Excluding Depreciation, Depletion, And Amortization | Provider Relief Funds, CARES Act | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Grants recognized | $ 3,600,000 | $ 5,400,000 | ||||
Government assistance, statement of income or comprehensive income | Cost of care, excluding depreciation and amortization (Humana comprised $10.5 and $5.6 for the year ended December 31, 2021 and 2020, respectively) | Cost of care, excluding depreciation and amortization (Humana comprised $10.5 and $5.6 for the year ended December 31, 2021 and 2020, respectively) | ||||
Other Nonoperating Income (Expense) | Provider Relief Funds, CARES Act | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Grants recognized | $ 2,200,000 | |||||
Government assistance, statement of income or comprehensive income | Other | |||||
Accrued Compensation and Benefits | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Deferred payroll taxes | $ 3,000,000 | $ 4,000,000 | ||||
Common Stock Subject To Service-Based Vesting | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Number of shares issued upon conversion (in shares) | shares | 22,612,472 | |||||
IPO | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Stock issued during period shares (in shares) | shares | 17,968,750 | |||||
Shares offering, price per share (in dollars per share) | $ / shares | $ 21 | |||||
Over-Allotment Option | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock issued during period shares (in shares) | shares | 2,343,750 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 USD ($) jointVenture $ / shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2021 $ / shares | Jun. 30, 2021 $ / shares | Mar. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) segment jointVenture $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Mar. 16, 2021 | |
Significant Accounting Policies [Line Items] | ||||||||||||
Number of majority interest joint ventures | jointVenture | 2 | 2 | ||||||||||
Cash consideration for acquisition | $ 6,100,000 | $ 124,000,000 | $ 0 | |||||||||
Estimated useful life | 5 years | |||||||||||
Impairment of long-lived assets | $ 0 | 0 | 0 | |||||||||
Investments | $ 5,400,000 | $ 5,000,000 | $ 5,400,000 | 5,000,000 | ||||||||
Operating lease, remaining lease term | 30 years | 30 years | ||||||||||
Number of operating segments | segment | 1 | |||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Goodwill impairment loss | $ 0 | 0 | 0 | |||||||||
Goodwill and impairment | 0 | 0 | 0 | |||||||||
Insurance premium expenditure incurred | 4,000,000 | 4,600,000 | 3,600,000 | |||||||||
Insurance premium expenditure reimbursed | 2,800,000 | 4,700,000 | 3,100,000 | |||||||||
Providers excess insurance deductible per member | 400,000 | 300,000 | ||||||||||
Advertising and promotion costs | 77,200,000 | 54,400,000 | 29,300,000 | |||||||||
Transaction cost | $ 2,300,000 | 5,900,000 | 1,100,000 | |||||||||
Percentage of employer match | 4% | |||||||||||
Expenses in salaries | $ 10,300,000 | 7,100,000 | 4,700,000 | |||||||||
Professional liability coverage claim | 1,000,000 | |||||||||||
Aggregate professional liability coverage claim | $ 3,000,000 | |||||||||||
Stock options vesting percentage | 25% | |||||||||||
Cost of care | $ (437,800,000) | $ (293,700,000) | $ (187,500,000) | |||||||||
Net loss per share – basic (in dollars per share) | $ / shares | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) | |
Net loss per share – diluted (in dollars per share) | $ / shares | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) | |
OSH-ESC Joint Venture, LLC | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Cash consideration for acquisition | $ 2,100,000 | |||||||||||
Percentage of shares acquired | 49.90% | |||||||||||
Equity interest in acquiree | 100% | 100% | ||||||||||
Adjustments | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Cost of care | $ 2,200,000 | |||||||||||
Net loss per share – basic (in dollars per share) | $ / shares | $ 0.01 | |||||||||||
Net loss per share – diluted (in dollars per share) | $ / shares | $ 0.01 | |||||||||||
Stock options (including PSOs) | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Requisite service period | 4 years | |||||||||||
Options expiration period | 10 years | |||||||||||
RSUs | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Requisite service period | 4 years | |||||||||||
Convertible Debt | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Long term debt variable interest rate percentage | 0% | |||||||||||
OSH-PCJ Joliet, LLC | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Ownership percentage in joint ventures | 50.10% | |||||||||||
OSH-RI, LLC | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Ownership percentage in joint ventures | 50.10% | |||||||||||
Minimum | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Estimated useful life | 3 years | |||||||||||
Maximum | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Estimated useful life | 15 years | |||||||||||
Providers excess insurance deductible per member | $ 5,000,000 | $ 5,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Contributions and Distributions Made to and From Joint Venture (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | |||
Contributions | $ 0.4 | $ 4.2 | $ 5.9 |
Distributions | 1.3 | 1.5 | 0.1 |
Oak Street Health Mso Llc | OSH-PCJ Joliet, LLC | |||
Significant Accounting Policies [Line Items] | |||
Contributions | 0 | 0 | 0 |
Distributions | 1.3 | 1.5 | 0.1 |
Oak Street Health Mso Llc | OSH-RI, LLC | |||
Significant Accounting Policies [Line Items] | |||
Contributions | 0 | 4.1 | 5.9 |
Distributions | 0 | 0 | 0 |
Oak Street Health Mso Llc | OSH-ESC Joint Venture, LLC | |||
Significant Accounting Policies [Line Items] | |||
Contributions | 0 | 0.1 | 0 |
Distributions | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Capitated Account Receivable (Detail) - Customer Concentration Risk - Capitated Accounts Receivables | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Aetna | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 13% | 10% |
Anthem | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 10% | 8% |
Humana | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 14% | 19% |
Medicare | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 18% | 17% |
Wellcare/Meridian | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 16% | 19% |
United Healthcare | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 14% | 12% |
Other | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 15% | 15% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property Plant And Equipment Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Leasehold improvements | |
Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 15 years |
Furniture and fixtures | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 8 years |
Internal use software | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Minimum | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Minimum | Computer equipment | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Minimum | Office equipment | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Maximum | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 15 years |
Maximum | Computer equipment | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Maximum | Office equipment | |
Significant Accounting Policies [Line Items] | |
Estimated useful life | 8 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Immaterial Error Correction (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Operating lease right-of-use assets | $ 317.6 | $ 157.7 |
Total assets | 2,054.7 | 1,841.1 |
Other liabilities | 43 | 44 |
Total current liabilities | 963.1 | 664.1 |
Other long-term liabilities | 31 | 55.4 |
Long-term operating lease liabilities | 349.3 | 164.2 |
Total liabilities | 2,322 | $ 1,785.1 |
Adjustments | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Operating lease right-of-use assets | 95.8 | |
Total assets | 95.8 | |
Other liabilities | (1.5) | |
Total current liabilities | (1.5) | |
Other long-term liabilities | (15.4) | |
Long-term operating lease liabilities | 110.5 | |
Total liabilities | $ 93.6 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Acuity-related adjustments receivable | $ 67.1 | $ 54 | |
Contract liabilities payments | $ 37.6 | 33.9 | |
Amount received form shared service program | $ 4.9 | ||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Medicare Part D | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 2% | 2% | 2% |
Medical Claims Expense Benchmark | Customer Concentration Risk | Medicare Part D | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 3% | 2% | 3% |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Sources of Capitated Revenue (Detail) - Capitated Revenue - Customer Concentration Risk - Revenue from Contract with Customer Benchmark | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Humana | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 32% | 36% | 45% |
Wellcare/Meridian | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 17% | 17% | 15% |
Cigna-HealthSpring | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 6% | 9% | 11% |
Other | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 45% | 38% | 29% |
REVENUE RECOGNITION - Summary_2
REVENUE RECOGNITION - Summary of Composition of Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | $ 577.7 | $ 545.7 | $ 523.7 | $ 513.8 | $ 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | $ 2,160.9 | $ 1,432.6 | $ 882.8 |
Other revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | $ 11.9 | $ 7.8 | $ 7.6 | $ 7.7 | $ 11.7 | $ 12 | $ 6.4 | $ 5.5 | 35 | 35.6 | 31.5 |
Care coordination and care management services | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 12.2 | 24.7 | 24.3 | ||||||||
License subscription and other fees | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 9.7 | 1.9 | 0 | ||||||||
CARES Act grant income | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 2.2 | ||||||||
Fee for service | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | $ 13.1 | $ 9 | $ 5 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of Property Plant and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 282.2 | $ 189.3 |
Less accumulated depreciation | (78.1) | (44.5) |
Property and equipment, net | 204.1 | 144.8 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 136.7 | 88.1 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9.3 | 5.7 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 65.3 | 49.3 |
Internal use software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 32.7 | 14.9 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16.2 | 12.7 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 22 | $ 18.6 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 33.5 | $ 17 | $ 10.8 |
Internal use software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 4 | $ 1.6 | $ 0.4 |
BUSINESS COMBINATIONS, GOODWI_3
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Detail) $ in Millions | 12 Months Ended | ||||
Sep. 23, 2022 USD ($) | Oct. 20, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) business | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||
Cash consideration for acquisition | $ 6.1 | $ 124 | $ 0 | ||
Contingent consideration in connection with purchases of business | 0.2 | 21.7 | 0 | ||
Goodwill | 158 | 152.9 | 9.6 | ||
Fair value adjustment to contingent consideration | 38.3 | 0 | 0 | ||
Settlement of contingent earnout liability | 21.7 | 0 | $ 0 | ||
Gross intangible assets | 12.5 | 12.5 | |||
Accumulated amortization related to intangible assets | 3.4 | 1.7 | |||
Intangible asset amortization | $ 1.7 | 0.8 | |||
Finite-lived identifiable intangible assets, remaining weighted average amortization period | 5 years 6 months | ||||
Medical Practices | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | $ 2.9 | ||||
Number of businesses acquired | business | 2 | ||||
RMD | |||||
Business Acquisition [Line Items] | |||||
Cash consideration for acquisition | $ 134.7 | ||||
Purchase accounting adjustments | $ 0.2 | ||||
Contingent consideration in connection with purchases of business | 21.7 | ||||
Business combination, contingent consideration, current | 60 | ||||
Cash acquired | 12.7 | ||||
Other current assets acquired | 1.8 | ||||
Intangible assets acquired | 8.6 | ||||
Liabilities assumed | 8.1 | ||||
Goodwill | 141.6 | ||||
Fair value adjustment to contingent consideration | 38.3 | ||||
Payments for earn-out | 27.5 | ||||
Shares issued in transaction | $ 32.5 | ||||
RMD | Other Liabilities | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration, current | 9.3 | ||||
RMD | Other Noncurrent Liabilities | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration, long-term | $ 12.4 | ||||
CHW Cares Inc. | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 5.3 | ||||
Total purchase price | 6.2 | ||||
Estimated fair value of contingent consideration | 0.2 | ||||
Maximum potential earn-out | $ 5.5 |
BUSINESS COMBINATIONS, GOODWI_4
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Annual Movements in Goodwill (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 152.9 | $ 9.6 |
Acquisitions and acquisition adjustments | 5.1 | 143.3 |
Ending balance | $ 158 | $ 152.9 |
BUSINESS COMBINATIONS, GOODWI_5
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS -Summary of remaining weighted average amortization period of finite-lived intangible assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combinations Goodwill And Other Intangible Assets [Abstract] | ||
2023 | $ 1.7 | |
2024 | 1.7 | |
2025 | 1.7 | |
2026 | 1.7 | |
2027 | 1.7 | |
Thereafter | 0.6 | |
Other long-term assets | $ 9.1 | $ 10.8 |
LIABILITY FOR UNPAID CLAIMS - S
LIABILITY FOR UNPAID CLAIMS - Summary of Liability for Unpaid Claims and Claims Adjustment Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Balance, beginning of period | $ 556.3 | $ 262.1 |
Incurred health care costs: | ||
Current year | 1,645.1 | 1,098.9 |
Prior years | (2.9) | 8.6 |
Total claims incurred | 1,642.2 | 1,107.5 |
Claims paid: | ||
Current year | (827.5) | (552.5) |
Prior years | (521.6) | (263.4) |
Total claims paid | (1,349.1) | (815.9) |
Adjustments to other claims-related liabilities | 0.9 | 2.6 |
Balance, end of period | $ 850.3 | $ 556.3 |
LIABILITY FOR UNPAID CLAIMS -_2
LIABILITY FOR UNPAID CLAIMS - Summary of Incurred Claims (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Incurred claims | $ 3,749.4 | |||
2019 | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Incurred claims | 394.5 | $ 394.6 | $ 394.9 | $ 383.2 |
2020 | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Incurred claims | 616.6 | 613.7 | $ 604.9 | |
2021 | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Incurred claims | 1,093.2 | $ 1,098.9 | ||
2022 | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Incurred claims | $ 1,645.1 |
LIABILITY FOR UNPAID CLAIMS -_3
LIABILITY FOR UNPAID CLAIMS - Summary of Liability for Cumulative Paid Claims (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||
Cumulative Paid Claims | $ 2,904.7 | ||||
Other claims-related liabilities | 5.6 | ||||
Liability for unpaid claims | $ 850.3 | ||||
Incurred claims | $ 3,749.4 | ||||
2019 | |||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||
Cumulative Paid Claims | 394.5 | $ 394.6 | $ 383.2 | $ 226.6 | |
Incurred claims | 394.5 | 394.6 | 394.9 | $ 383.2 | |
2020 | |||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||
Cumulative Paid Claims | 614.9 | 608.5 | 356.5 | ||
Incurred claims | 616.6 | 613.7 | $ 604.9 | ||
2021 | |||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||
Cumulative Paid Claims | 1,067.8 | 552.5 | |||
Incurred claims | 1,093.2 | $ 1,098.9 | |||
2022 | |||||
Liability For Claims And Claims Adjustment Expense [Line Items] | |||||
Cumulative Paid Claims | 827.5 | ||||
Incurred claims | $ 1,645.1 |
FAIR VALUE MEASUREMENTS AND I_3
FAIR VALUE MEASUREMENTS AND INVESTMENTS - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Marketable debt securities | $ 287.7 | $ 671.1 | |
Liabilities: | |||
Contingent consideration | 0.2 | 21.7 | $ 0 |
Commercial paper | |||
Assets | |||
Marketable debt securities | 88.4 | 120.8 | |
U.S. Treasury obligations | |||
Assets | |||
Marketable debt securities | 4.9 | 26 | |
Corporate bonds | |||
Assets | |||
Marketable debt securities | 158.1 | 412.3 | |
Asset-backed securities | |||
Assets | |||
Marketable debt securities | 14.3 | 99.2 | |
Other | |||
Assets | |||
Marketable debt securities | 22 | 12.8 | |
Fair Value Measurements Recurring | |||
Assets | |||
Total financial assets | 120.8 | ||
Liabilities: | |||
Contingent consideration | 0 | ||
Total liabilities | 0 | ||
Fair Value Measurements Recurring | Commercial paper | |||
Assets | |||
Marketable debt securities | 120.8 | ||
Fair Value Measurements Recurring | U.S. Treasury obligations | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Corporate bonds | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Asset-backed securities | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Other | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Level 1 | |||
Assets | |||
Total financial assets | 88.4 | ||
Liabilities: | |||
Contingent consideration | 0 | ||
Total liabilities | 0 | ||
Fair Value Measurements Recurring | Level 1 | Commercial paper | |||
Assets | |||
Marketable debt securities | 88.4 | ||
Fair Value Measurements Recurring | Level 1 | U.S. Treasury obligations | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Level 1 | Corporate bonds | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Level 1 | Asset-backed securities | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Level 1 | Other | |||
Assets | |||
Marketable debt securities | 0 | ||
Fair Value Measurements Recurring | Level 2 | |||
Assets | |||
Total financial assets | 199.3 | 550.3 | |
Liabilities: | |||
Contingent consideration | 0 | 0 | |
Total liabilities | 0 | 0 | |
Fair Value Measurements Recurring | Level 2 | Commercial paper | |||
Assets | |||
Marketable debt securities | 0 | 0 | |
Fair Value Measurements Recurring | Level 2 | U.S. Treasury obligations | |||
Assets | |||
Marketable debt securities | 4.9 | 26 | |
Fair Value Measurements Recurring | Level 2 | Corporate bonds | |||
Assets | |||
Marketable debt securities | 158.1 | 412.3 | |
Fair Value Measurements Recurring | Level 2 | Asset-backed securities | |||
Assets | |||
Marketable debt securities | 14.3 | 99.2 | |
Fair Value Measurements Recurring | Level 2 | Other | |||
Assets | |||
Marketable debt securities | 22 | 12.8 | |
Fair Value Measurements Recurring | Level 3 | |||
Assets | |||
Total financial assets | 0 | 0 | |
Liabilities: | |||
Contingent consideration | 0.2 | 21.7 | |
Total liabilities | 0.2 | 21.7 | |
Fair Value Measurements Recurring | Level 3 | Commercial paper | |||
Assets | |||
Marketable debt securities | 0 | 0 | |
Fair Value Measurements Recurring | Level 3 | U.S. Treasury obligations | |||
Assets | |||
Marketable debt securities | 0 | 0 | |
Fair Value Measurements Recurring | Level 3 | Corporate bonds | |||
Assets | |||
Marketable debt securities | 0 | 0 | |
Fair Value Measurements Recurring | Level 3 | Asset-backed securities | |||
Assets | |||
Marketable debt securities | 0 | 0 | |
Fair Value Measurements Recurring | Level 3 | Other | |||
Assets | |||
Marketable debt securities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND I_4
FAIR VALUE MEASUREMENTS AND INVESTMENTS - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Outstanding balance | $ 978,600,000 | $ 901,400,000 |
Losses determined caused by credit loss | 0 | |
Secured Debt | Term Loan | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Outstanding balance | $ 72,800,000 | |
Minimum | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt securities, available-for-sale, term | 1 year | |
Maximum | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt securities, available-for-sale, term | 5 years | |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying value of convertible notes | $ 905,800,000 | 901,400,000 |
Level 2 | Fair Value Measurements Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Convertible senior notes | $ 702,000,000 | $ 752,700,000 |
FAIR VALUE MEASUREMENTS AND I_5
FAIR VALUE MEASUREMENTS AND INVESTMENTS - Schedule of Marketable Debt Securities Classified as Available-for-sale (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | $ 289.9 | $ 672.5 |
Gross unrealized gains (losses) | (2.2) | (1.4) |
Fair value | 287.7 | 671.1 |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 88.5 | 120.9 |
Gross unrealized gains (losses) | (0.1) | (0.1) |
Fair value | 88.4 | 120.8 |
U.S. Treasury obligations | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 4.9 | 26 |
Gross unrealized gains (losses) | 0 | 0 |
Fair value | 4.9 | 26 |
Corporate bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 160 | 413.4 |
Gross unrealized gains (losses) | (1.9) | (1.1) |
Fair value | 158.1 | 412.3 |
Asset-backed securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 14.4 | 99.4 |
Gross unrealized gains (losses) | (0.1) | (0.2) |
Fair value | 14.3 | 99.2 |
Other | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 22.1 | 12.8 |
Gross unrealized gains (losses) | (0.1) | 0 |
Fair value | $ 22 | $ 12.8 |
LONG-TERM DEBT - Summary of Lon
LONG-TERM DEBT - Summary of Long-term Debt Instruments (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Liability component: | ||
Total Principal | $ 995 | $ 920 |
Total debt issuance costs, net of amortization | (16.4) | (18.6) |
Net carrying amount | 978.6 | 901.4 |
Convertible Debt | ||
Liability component: | ||
Total Principal | 920 | 920 |
Total debt issuance costs, net of amortization | (14.2) | (18.6) |
Equity component recorded at issuance: | ||
Capped call transactions | 123.6 | 123.6 |
Line of Credit | Secured Debt | Term Loan | ||
Liability component: | ||
Total Principal | 75 | 0 |
Total debt issuance costs, net of amortization | (2.2) | $ 0 |
Net carrying amount | $ 72.8 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Detail) | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) Day | Mar. 16, 2021 USD ($) Day $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Mar. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Number of shares subject to anti-dilution adjustments (in shares) | shares | 11,622,176 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Amortization of debt issuance costs | $ 4,400,000 | $ 3,500,000 | |||
Secured Debt | Prepayment Penalty Fee, Year One | |||||
Debt Instrument [Line Items] | |||||
Prepayment penalty percentage | 2% | ||||
Secured Debt | Prepayment Penalty Fee, Year Two | |||||
Debt Instrument [Line Items] | |||||
Prepayment penalty percentage | 1% | ||||
Secured Debt | Prepayment Penalty Fee, Year Three | |||||
Debt Instrument [Line Items] | |||||
Prepayment penalty percentage | 0.50% | ||||
Secured Debt | Prepayment Penalty Fee, Year Four And After Year Four | |||||
Debt Instrument [Line Items] | |||||
Prepayment penalty percentage | 0% | ||||
Line of Credit | Term Loan, Tranche A | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Line of Credit | Term Loan, Tranche B | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 50,000,000 | ||||
Borrowing increments | 25,000,000 | ||||
Line of Credit | Secured Debt | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | $ 300,000,000 | ||||
Stated interest rate | 7.95% | ||||
PIK interest rate | 1% | ||||
End of term fee | 4.95% | ||||
Minimum voluntary prepaid periodic payment | $ 25,000,000 | ||||
Outstanding threshold | $ 100,000,000 | ||||
Debt Instrument, Number Of Tranches | Day | 5 | ||||
Line of Credit | Secured Debt | Term Loan | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 2.45% | ||||
Line of Credit | Secured Debt | Term Loan, Tranche A | |||||
Debt Instrument [Line Items] | |||||
Total proceeds received | $ 75,000,000 | ||||
Line of Credit | Secured Debt | Term Loan, Tranche C | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 50,000,000 | ||||
Borrowing increments | 25,000,000 | ||||
Line of Credit | Secured Debt | Term Loan, Tranche D | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 75,000,000 | ||||
Borrowing increments | 25,000,000 | ||||
Line of Credit | Secured Debt | Term Loan, Tranche E | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 | ||||
Debt Instrument, Number Of Days After Initial Maturity | 180 days | ||||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | $ 920,000,000 | ||||
Total proceeds received | $ 897,900,000 | ||||
Long term debt variable interest rate percentage | 0% | ||||
Option to purchase additional convertible senior notes | $ 120,000,000 | ||||
Debt issuance cost | $ 22,100,000 | ||||
Net proceeds to pay capped call transaction | $ 123,600,000 | ||||
Conversion rate | 0.0126328 | ||||
Conversion price per share (dollars per share) | $ / shares | $ 79.16 | ||||
Closing stock price | 130% | ||||
Conversion price trading days | Day | 5 | ||||
Consecutive trading days | Day | 10 | ||||
Redemption price equal to principal amount | 100% | ||||
Aggregate principal amount of outstanding, if converted | $ 150,000,000 | ||||
Capped call transactions | $ 123,600,000 | ||||
Conversion price cap initially equal (in dollars per share) | $ / shares | $ 138.8750 | ||||
Effective interest rate | 0.49% | 0.49% | |||
Convertible Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Number of shares issuable subject to increase in conversion rate (in shares) | shares | 16,561,656 | ||||
Closing stock price | 130% | ||||
Convertible Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Closing stock price | 98% | ||||
Conversion price trading days | Day | 20 | ||||
Consecutive trading days | Day | 30 |
LEASES - Additional Information
LEASES - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lease and rent expense | $ 20.1 | ||
Right-of-Use asset obtained in exchange for operating lease liability | $ 102.5 | $ 65.6 |
LEASES - Summary of Components
LEASES - Summary of Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost2 | $ 48 | $ 21.2 |
Variable lease cost2 | 10.6 | 18.9 |
Total lease cost | $ 58.6 | $ 40.1 |
LEASES - Summary of Weighted Av
LEASES - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 8 years 8 months 12 days | 9 years 10 months 24 days |
Weighted-average discount rate | 4.59% | 4.17% |
LEASES - Summary of Future Mini
LEASES - Summary of Future Minimum Lease Payments Under Non Cancelable Operating Leases (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 49.6 | |
2024 | 56 | |
2025 | 55.2 | |
2026 | 54.6 | |
2027 | 54.6 | |
2028 | 53.7 | |
Thereafter | 162.7 | |
Total lease payments | 486.4 | |
Less: imputed interest | (112.5) | |
Total operating lease liabilities | 373.9 | |
Reported as: | ||
Operating lease liabilities, current | 24.6 | |
Long-term operating lease liabilities | 349.3 | $ 164.2 |
Total operating lease liabilities | $ 373.9 | |
Operating lease, liability, current, statement of financial position | Other liabilities (Humana comprised $19.3 as of December 31, 2021) |
REDEEMABLE INVESTOR UNITS - Add
REDEEMABLE INVESTOR UNITS - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2020 USD ($) $ / shares shares | Aug. 31, 2020 shares | Dec. 31, 2022 USD ($) class shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | |
Temporary Equity [Line Items] | ||||||
Number of shares issued upon conversion (in shares) | shares | 12,472,242 | 12,472,242 | ||||
Deemed dividend | $ | $ 103,600,000 | |||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | shares | 184,787,783 | |||||
Temporary equity, par value | $ | $ 545,000,000 | |||||
Issuance of common units (in shares) | shares | 1,471,623 | |||||
Issuance of Series I, II and III and Investor Units | $ | $ 0 | |||||
Proceeds from issuance of investor units | $ | (267,300,000) | $ 56,000,000 | 423,200,000 | $ (344,800,000) | ||
Investor units dividend declared | $ | $ 0 | $ 0 | 0 | |||
Number of redeemable investor unit classes | class | 3 | |||||
Redeemable Investor Units | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, par value | $ | 0 | $ 320,600,000 | ||||
Issuance of Series I, II and III and Investor Units | $ | $ 224,400,000 | |||||
Investor Units III D | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued upon conversion (in shares) | shares | 876,147 | |||||
Investor Units III E | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued upon conversion (in shares) | shares | 1,471,623 | |||||
Issuance of common units (in shares) | shares | 1,471,623 | 1,471,623 | ||||
Shares offering, price per share (in dollars per share) | $ / shares | $ 156.29 | |||||
Payments of stock issuance costs | $ | $ 5,600,000 | |||||
Investor Units III E | Redeemable Investor Units | ||||||
Temporary Equity [Line Items] | ||||||
Proceeds from issuance of investor units | $ | $ 230,000,000 | |||||
OAK Street Health Inc and Affiliates | ||||||
Temporary Equity [Line Items] | ||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 268,817 | |||||
OAK Street Health Inc and Affiliates | Redeemable Investor Units | ||||||
Temporary Equity [Line Items] | ||||||
Limited Liability Company (LLC) member, preferred return percentage | 8% | |||||
Common Stock | OAK Street Health Inc and Affiliates | ||||||
Temporary Equity [Line Items] | ||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 58,240,199 | 37,884,061 | ||||
General Atlantic Llc and New light Partners Lp | Common Stock | OAK Street Health Inc and Affiliates | ||||||
Temporary Equity [Line Items] | ||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 126,278,767 |
REDEEMABLE INVESTOR UNITS - Sum
REDEEMABLE INVESTOR UNITS - Summary of Investor Units Activity (Detail) - shares | 12 Months Ended | |||
Aug. 10, 2020 | Feb. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 11,000,619 | |||
Issuance of common units (in shares) | 1,471,623 | |||
Conversion (in shares) | (12,472,242) | (12,472,242) | ||
Ending Balance (in shares) | 0 | |||
Investor Units I | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 382,572 | |||
Conversion (in shares) | (382,572) | |||
Ending Balance (in shares) | 382,572 | 0 | ||
Investor Units II | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 509,796 | |||
Conversion (in shares) | (509,796) | |||
Ending Balance (in shares) | 509,796 | 0 | ||
Investor Units III- A | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 7,915,830 | |||
Conversion (in shares) | (7,915,830) | |||
Ending Balance (in shares) | 0 | |||
Investor Units III- B | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 568,613 | |||
Conversion (in shares) | (568,613) | |||
Ending Balance (in shares) | 568,613 | 0 | ||
Investor Units III- C | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 747,661 | |||
Conversion (in shares) | (747,661) | |||
Ending Balance (in shares) | 747,661 | 0 | ||
Investor Units III D | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 876,147 | |||
Conversion (in shares) | (876,147) | |||
Ending Balance (in shares) | 876,147 | 0 | ||
Investor Units III E | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance (in shares) | 0 | |||
Issuance of common units (in shares) | 1,471,623 | 1,471,623 | ||
Conversion (in shares) | (1,471,623) | |||
Ending Balance (in shares) | 1,471,623 | 0 |
REDEEMABLE INVESTOR UNITS - S_2
REDEEMABLE INVESTOR UNITS - Summary of Dividends Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2020 | Aug. 10, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 0 | 11,000,619 | |
Total | $ 103.6 | ||
Investor Units I | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 0 | 382,572 | 382,572 |
Per Unit (in dollars per share) | $ 8.53 | ||
Total | $ 3.3 | ||
Investor Units II | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 0 | 509,796 | 509,796 |
Per Unit (in dollars per share) | $ 10.15 | ||
Total | $ 5.2 | ||
Investor Units III-A – Issued prior to December 1, 2015 | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 1,872,409 | ||
Per Unit (in dollars per share) | $ 10.48 | ||
Total | $ 19.6 | ||
Investor Units III-A – Issued after December 1, 2015 | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 6,043,421 | ||
Per Unit (in dollars per share) | $ 7.90 | ||
Total | $ 47.7 | ||
Investor Units III- B | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 0 | 568,613 | 568,613 |
Per Unit (in dollars per share) | $ 5.51 | ||
Total | $ 3.1 | ||
Investor Units III- C | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 0 | 747,661 | 747,661 |
Per Unit (in dollars per share) | $ 11.34 | ||
Total | $ 8.5 | ||
Investor Units III D | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 0 | 876,147 | 876,147 |
Per Unit (in dollars per share) | $ 8.98 | ||
Total | $ 7.9 | ||
Investor Units III E | |||
Temporary Equity [Line Items] | |||
Temporary equity, shares outstanding | 0 | 1,471,623 | 0 |
Per Unit (in dollars per share) | $ 5.64 | ||
Total | $ 8.3 |
STOCKHOLDERS' EQUITY_MEMBERS'_3
STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 27, 2020 | Aug. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Limited Liability Company Llc Members Equity [Line Items] | |||||
Number of units converted | 3,456,634 | ||||
Conversion of redeemable preferred stock into common stock | 38,111,001 | ||||
Conversion of common stock shares issued upon conversion (in shares) | 12,472,242 | 12,472,242 | |||
Reclassification of members capital | $ 7 | ||||
Purchase price of eligible units | $ 20 | ||||
Issuance of common stock upon exercise of options | $ 19.4 | ||||
Members’ Capital | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Issuance of common stock upon exercise of options | $ 5.9 | ||||
OAK Street Health Inc and Affiliates | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 268,817 | ||||
Purchase price of eligible units | $ 20 | $ 20 | |||
Purchase price per unit (in dollars per share) | $ 156.29 | ||||
Threshold percentage on transfer of common units | 10% | ||||
Additional unit based compensation expense | 0.6 | ||||
OAK Street Health Inc and Affiliates | Accumulated Deficit | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Issuance of common stock upon exercise of options | 13.5 | ||||
OAK Street Health Inc and Affiliates | Members’ Capital | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Issuance of common stock upon exercise of options | $ 5.9 | ||||
Common Stock | Oak Street Health Inc | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 226,940 | ||||
Common Stock | OAK Street Health Inc and Affiliates | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 58,240,199 | 37,884,061 | |||
Common Stock Subject To Service-Based Vesting | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Conversion of common stock shares issued upon conversion (in shares) | 22,612,472 | ||||
Common Stock Subject To Service-Based Vesting | OAK Street Health Inc and Affiliates | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 22,612,472 | ||||
Common Stock Option To Purchase | OAK Street Health Inc and Affiliates | |||||
Limited Liability Company Llc Members Equity [Line Items] | |||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 14,313,416 |
STOCKHOLDERS' EQUITY_MEMBERS'_4
STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT - Summary of Common Units Tendered (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 131,151 |
Total Purchase Price (millions) | $ 20,000 |
Hurdle Value One | |
Limited Liability Company Llc Members Equity [Line Items] | |
Hurdle value | 265,158 |
Hurdle Value Two | |
Limited Liability Company Llc Members Equity [Line Items] | |
Hurdle value | 346,107 |
Hurdle Value Three | |
Limited Liability Company Llc Members Equity [Line Items] | |
Hurdle value | $ 386,277 |
Founders’ Units | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 107,208 |
Purchase Price per Unit (in dollars per share) | $ / shares | $ 156.29 |
Total Purchase Price (millions) | $ 16,800 |
Incentive Units | |
Limited Liability Company Llc Members Equity [Line Items] | |
Number of Units Tendered | shares | 1,142 |
Purchase Price per Unit (in dollars per share) | $ / shares | $ 156.29 |
Total Purchase Price (millions) | $ 100 |
Profits Interest | Hurdle Value One | |
Limited Liability Company Llc Members Equity [Line Items] | |
Hurdle value | $ 265,158 |
Number of Units Tendered | shares | 17,622 |
Purchase Price per Unit (in dollars per share) | $ / shares | $ 136.04 |
Total Purchase Price (millions) | $ 2,400 |
Profits Interest | Hurdle Value Two | |
Limited Liability Company Llc Members Equity [Line Items] | |
Hurdle value | $ 346,107 |
Number of Units Tendered | shares | 3,684 |
Purchase Price per Unit (in dollars per share) | $ / shares | $ 129.91 |
Total Purchase Price (millions) | $ 500 |
Profits Interest | Hurdle Value Three | |
Limited Liability Company Llc Members Equity [Line Items] | |
Hurdle value | $ 386,277 |
Number of Units Tendered | shares | 1,495 |
Purchase Price per Unit (in dollars per share) | $ / shares | $ 126.90 |
Total Purchase Price (millions) | $ 200 |
STOCK AND UNIT-BASED COMPENSA_3
STOCK AND UNIT-BASED COMPENSATION - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Aug. 05, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate intrinsic value of options exercised | $ 4.2 | $ 1.9 | $ 0.4 | |
Fair value of options | $ 16.5 | $ 10 | 90.1 | |
Stock options vesting percentage | 25% | |||
Granted (in dollars per share) | $ 55.03 | |||
Equity instruments other than options grants in period (in shares) | 1,095,067 | |||
Stock and unit-based compensation expense | $ 138.9 | $ 161.4 | 77.4 | |
Fair value of shares vested | $ 156.2 | $ 17.2 | $ 2.9 | |
Performance Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options expiration period | 10 years | |||
Options granted | $ 42.4 | |||
Performance Shares | Share-Based Payment Arrangement, Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options vesting percentage | 50% | |||
Vesting period | 2 years | |||
Performance Shares | Share-Based Payment Arrangement, Tranche Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options vesting percentage | 50% | |||
Vesting period | 3 years | |||
RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Granted (in dollars per share) | $ 17.76 | $ 57.27 | $ 31.82 | |
Equity instruments other than options grants in period (in shares) | 2,651,309 | |||
Performance Share Unit (PSU) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 23.66 | $ 33.73 | $ 0 | |
Equity instruments other than options grants in period (in shares) | 455,426 | |||
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of common stock purchased (in shares) | 256,396 | 125,859 | ||
Sponsors Exit Service-based Vesting | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock awards (in shares) | 984,560 | |||
Stock and unit-based compensation expense | $ 78.4 | $ 116.3 | $ 49.5 | |
Non-vested Awards (RSAs, Options and RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 88.7 | |||
Unrecognized compensation expense, period of recognition | 2 years 1 month 6 days | |||
Maximum | Sponsors Exit Service-based Vesting | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Minimum | Sponsors Exit Service-based Vesting | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
2020 Omnibus Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares available for issuance (in shares) | 62,590,091 | |||
2020 Employee Stock Purchase Plan | Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares available for issuance (in shares) | 2,386,875 | |||
Percentage increase in stock that can potentially occur related to ESPP | 1% | |||
Share based compensation arrangement by share based payment award payroll deduction percentage on employee subscription | 15% | |||
Share based compensation arrangement by share based payment award purchase price percentage applied on lower market price | 85% | |||
2020 Employee Stock Purchase Plan | Maximum | Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares available for issuance (in shares) | 30,000,000 | |||
Equity Incentive Plan 2015 | Profits Interest Award | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity instruments other than options grants in period (in shares) | 1,095,067 |
STOCK AND UNIT-BASED COMPENSA_4
STOCK AND UNIT-BASED COMPENSATION - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 14,945,566 | |
Granted (in shares) | 1,892,035 | |
Exercised (in shares) | (745,982) | |
Cancelled (in shares) | (559,538) | |
Outstanding at end of period (in shares) | 15,532,081 | 14,945,566 |
Options exercisable (in shares) | 9,012,113 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 21.89 | |
Granted (in dollars per share) | 17.05 | |
Exercised (in dollars per share) | 21 | |
Cancelled (in dollars per share) | 23.57 | |
Outstanding at end of period (in dollars per share) | 21.28 | $ 21.89 |
Options exercisable (in dollars per share) | $ 21.32 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding balance | 7 years 8 months 23 days | 8 years 7 months 9 days |
Options exercisable | 7 years 6 months 25 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 15.2 | $ 177.2 |
Options exercisable | $ 4.6 |
STOCK AND UNIT-BASED COMPENSA_5
STOCK AND UNIT-BASED COMPENSATION - Summary of Performance Share Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 14,945,566 | |
Granted (in shares) | 1,892,035 | |
Exercised (in shares) | (745,982) | |
Cancelled (in shares) | (559,538) | |
Outstanding at end of period (in shares) | 15,532,081 | 14,945,566 |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 21.89 | |
Granted (in dollars per share) | 17.05 | |
Exercised (in dollars per share) | 21 | |
Cancelled (in dollars per share) | 23.57 | |
Outstanding at end of period (in dollars per share) | $ 21.28 | $ 21.89 |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding balance | 7 years 8 months 23 days | 8 years 7 months 9 days |
Options exercisable | 7 years 6 months 25 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 15,200,000 | $ 177,200,000 |
Options exercisable | $ 4,600,000 | |
Performance Stock Options | ||
Number of Options | ||
Outstanding at beginning of period (in shares) | 0 | |
Granted (in shares) | 4,551,505 | |
Exercised (in shares) | 0 | |
Cancelled (in shares) | (195,271) | |
Outstanding at end of period (in shares) | 4,356,234 | 0 |
Options exercisable (in shares) | 0 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 17.46 | |
Exercised (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 21.96 | |
Outstanding at end of period (in dollars per share) | 17.45 | $ 0 |
Options exercisable (in dollars per share) | $ 0 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding balance | 8 years 11 months 12 days | 0 years |
Options exercisable | 0 years | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 19,000,000 | $ 0 |
Options exercisable | $ 0 |
STOCK AND UNIT-BASED COMPENSA_6
STOCK AND UNIT-BASED COMPENSATION - Summary of RSU Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unvested Shares | |||
Beginning balance (in shares) | 0 | 1,910,796 | |
Granted (in shares) | 1,095,067 | ||
Vested (in shares) | (271,710) | ||
Canceled and forfeited (in shares) | (60,947) | ||
Ending balance (in shares) | 0 | 1,910,796 | |
Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 0 | $ 12.68 | |
Granted (in dollars per share) | 55.03 | ||
Vested (in dollars per share) | 8.96 | ||
Canceled and forfeited (in dollars per share) | 9.75 | ||
Ending balance (in dollars per share) | $ 0 | $ 12.68 | |
RSUs | |||
Unvested Shares | |||
Beginning balance (in shares) | 476,628 | ||
Granted (in shares) | 2,651,309 | ||
Vested (in shares) | (157,782) | ||
Canceled and forfeited (in shares) | (441,767) | ||
Ending balance (in shares) | 2,528,388 | 476,628 | |
Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 47.30 | ||
Granted (in dollars per share) | 17.76 | $ 57.27 | $ 31.82 |
Vested (in dollars per share) | 40.78 | ||
Canceled and forfeited (in dollars per share) | 21.28 | ||
Ending balance (in dollars per share) | $ 21.53 | $ 47.30 |
STOCK AND UNIT-BASED COMPENSA_7
STOCK AND UNIT-BASED COMPENSATION - Summary of PSU Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unvested Shares | |||
Beginning balance (in shares) | 0 | 1,910,796 | |
Granted (in shares) | 1,095,067 | ||
Vested (in shares) | (271,710) | ||
Canceled and forfeited (in shares) | (60,947) | ||
Ending balance (in shares) | 0 | 1,910,796 | |
Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 0 | $ 12.68 | |
Granted (in dollars per share) | 55.03 | ||
Vested (in dollars per share) | 8.96 | ||
Canceled and forfeited (in dollars per share) | 9.75 | ||
Ending balance (in dollars per share) | $ 0 | $ 12.68 | |
Performance Share Unit (PSU) | |||
Unvested Shares | |||
Beginning balance (in shares) | 111,184 | ||
Granted (in shares) | 455,426 | ||
Vested (in shares) | 0 | ||
Canceled and forfeited (in shares) | (28,397) | ||
Ending balance (in shares) | 538,213 | 111,184 | |
Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 33.73 | ||
Granted (in dollars per share) | 23.66 | $ 33.73 | $ 0 |
Vested (in dollars per share) | 0 | ||
Canceled and forfeited (in dollars per share) | 24.17 | ||
Ending balance (in dollars per share) | $ 28.03 | $ 33.73 |
STOCK AND UNIT-BASED COMPENSA_8
STOCK AND UNIT-BASED COMPENSATION - Schedule of Valuation of Stock Options (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.92% | 0.83% | 0.31% |
Volatility | 50.46% | 49.55% | 64.98% |
Expected term to expiration (years) | 6 years 2 months 26 days | 6 years 3 months | 6 years 2 months 23 days |
Expected dividend yield | 0% | 0% | 0% |
Estimated fair value (in dollars per share) | $ 8.74 | $ 28.29 | $ 6.07 |
Performance Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.48% | ||
Volatility | 51.37% | ||
Expected term to expiration (years) | 6 years 1 month 2 days | ||
Expected dividend yield | 0% | ||
Estimated fair value (in dollars per share) | $ 9.32 |
STOCK AND UNIT-BASED COMPENSA_9
STOCK AND UNIT-BASED COMPENSATION - Summary of Restricted Stock Awards (RSA) (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning balance (in shares) | 0 | 1,910,796 |
Granted (in shares) | 1,095,067 | |
Vested (in shares) | (271,710) | |
Canceled and forfeited (in shares) | (60,947) | |
Ending balance (in shares) | 0 | |
Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | $ 12.68 |
Granted (in dollars per share) | 55.03 | |
Vested (in dollars per share) | 8.96 | |
Canceled and forfeited (in dollars per share) | 9.75 | |
Ending balance (in dollars per share) | $ 0 | |
RSAs | ||
Number of Options | ||
Beginning balance (in shares) | 16,090,990 | |
Granted (in shares) | 0 | |
Vested (in shares) | (9,762,571) | |
Canceled and forfeited (in shares) | (385,319) | |
Ending balance (in shares) | 5,943,100 | 16,090,990 |
Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 14.71 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 15.34 | |
Canceled and forfeited (in dollars per share) | 16.66 | |
Ending balance (in dollars per share) | $ 13.54 | $ 14.71 |
STOCK AND UNIT-BASED COMPENS_10
STOCK AND UNIT-BASED COMPENSATION - Summary of Profits Interests Award Activity (Detail) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Profits Interests | |
Beginning balance (in shares) | 1,910,796 |
Granted (in shares) | 1,095,067 |
Vested (in shares) | 271,710 |
Canceled and forfeited (in shares) | (60,947) |
Conversion (in shares) | (2,944,916) |
Ending balance (in shares) | 0 |
Vested, outstanding (in shares) | 0 |
Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 12.68 |
Granted (in dollars per share) | $ / shares | 55.03 |
Vested (in dollars per share) | $ / shares | 8.96 |
Canceled and forfeited (in dollars per share) | $ / shares | 9.75 |
Conversion (in dollars per share) | $ / shares | 28.49 |
Ending balance (in dollars per share) | $ / shares | $ 0 |
STOCK AND UNIT-BASED COMPENS_11
STOCK AND UNIT-BASED COMPENSATION - Summary of Stock-based Compensation Expense by Function (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 138.9 | $ 161.4 | $ 77.4 |
Corporate, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 131 | 156.4 | 77.3 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 4.1 | 3.4 | 0.1 |
Cost of care | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 3.8 | $ 1.6 | $ 0 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
At statutory rate | $ (107.1) | $ (87.5) | $ (40.3) |
State taxes | (27.8) | (12.4) | (2.4) |
State valuation allowance | 27.9 | 12 | 2.4 |
Federal valuation allowance | 75 | 52 | 16.7 |
Transaction expenses | 0.4 | 0 | 0 |
Stock/unit-based compensation | 21.5 | 30 | 15.7 |
Partnership book losses not subject to tax | (2) | 5.6 | 7.5 |
Earnout payments | 8.3 | 0 | 0 |
Deferred tax true-up | 0.1 | (3.7) | 0 |
Permanent items | 3.9 | 2.1 | 0.4 |
Total deferred income tax provision (benefit) | $ 0.2 | $ (1.9) | $ 0 |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 20, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||||||||||
Deferred income tax expense (benefit) | $ 200,000 | $ (1,900,000) | $ 0 | |||||||||
Federal income taxes | 100,000 | 1,500,000 | ||||||||||
State income taxes | 100,000 | 400,000 | ||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | 0 | 0 | |||||||
Valuation allowance | (262,500,000) | (159,400,000) | (262,500,000) | (159,400,000) | ||||||||
Increase in valuation allowance | $ 103,100,000 | 73,600,000 | ||||||||||
Percentage of annual usage limitation on net operating loss carryforward | 80% | |||||||||||
Provision (benefit) for income taxes | 200,000 | $ 0 | $ 0 | $ 0 | (1,900,000) | $ 0 | $ 0 | $ 0 | $ 200,000 | (1,900,000) | 0 | |
Amount accrued for interest or penalties | 0 | $ 0 | 0 | 0 | $ 0 | |||||||
RMD | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Percentage of shares acquired | 100% | |||||||||||
RubiconMD Holdings, Inc. | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Provision (benefit) for income taxes | $ 1,900,000 | |||||||||||
Federal | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | 803,000,000 | 803,000,000 | ||||||||||
Federal | RMD | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | $ 35,000,000 | |||||||||||
Federal | Earliest Tax Year | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | 61,300,000 | 61,300,000 | ||||||||||
Federal | Latest Tax Year | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | 741,700,000 | 741,700,000 | ||||||||||
State | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | $ 764,700,000 | $ 764,700,000 | ||||||||||
Operating loss carryforwards, expiration ending year | 2040 | |||||||||||
State | RMD | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | $ 25,000,000 |
INCOME TAX - Components of Net
INCOME TAX - Components of Net Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Federal net operating loss carryforwards | $ 168.6 | $ 102.2 |
State net operating loss carryforwards | 54.5 | 30.3 |
Deferred revenue | 8.6 | 7.4 |
Reserves and accruals | 0 | 0.3 |
Stock/unit-based compensation | 13.8 | 3.7 |
Interest expense limitation | 4.8 | 4.6 |
Deferred rent | 15.4 | 5.5 |
IBNR reserve | 0 | 0.9 |
Payroll accruals | 1.5 | 8.4 |
Allowance for doubtful accounts | 1.1 | 0.8 |
Accrued professional fees | 0 | 0.3 |
Other intangibles | 0.3 | 2.5 |
Total deferred tax assets | 268.6 | 166.9 |
Valuation allowance | (262.5) | (159.4) |
Net deferred income tax assets | 6.1 | 7.5 |
Deferred income tax liabilities: | ||
Other intangibles | (1.8) | (2.2) |
Fixed assets | (0.8) | (1.1) |
Prepaids | (2) | (1.8) |
Outside basis difference in a partnership | (1.7) | (2.4) |
Net deferred income tax liabilities | (6.3) | $ (7.5) |
Net deferred income taxes | $ (0.2) |
VARIABLE INTEREST ENTITIES - Su
VARIABLE INTEREST ENTITIES - Summary of VIE Assets and Liabilities and Performance for the Physician Groups (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||||||||||
Total assets | $ 2,054.7 | $ 1,841.1 | $ 2,054.7 | $ 1,841.1 | |||||||
Total liabilities | 2,322 | 1,785.1 | 2,322 | 1,785.1 | |||||||
Total revenues | 577.7 | $ 545.7 | $ 523.7 | $ 513.8 | 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | 2,160.9 | 1,432.6 | $ 882.8 |
Medical claims expense | 1,645 | 1,109 | 617.8 | ||||||||
Cost of care | 437.8 | 293.7 | 187.5 | ||||||||
Total operating expenses | 2,627.1 | 1,846.6 | 1,066.3 | ||||||||
Variable Interest Entity, Primary Beneficiary | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Total assets | 1,002 | 596.2 | 1,002 | 596.2 | |||||||
Total liabilities | $ 930.8 | $ 564.4 | 930.8 | 564.4 | |||||||
Total revenues | 2,150.1 | 1,424.4 | 865.3 | ||||||||
Medical claims expense | 1,643.2 | 1,107.4 | 615.9 | ||||||||
Cost of care | 220.7 | 149.2 | 63.8 | ||||||||
Total operating expenses | $ 1,863.9 | $ 1,256.6 | $ 679.7 |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Humana | |||
Related Party Transaction [Line Items] | |||
Percentage of common stock hold by related parties | 5% | 5% | |
Corporate Joint Venture | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 11.3 | ||
Related party transactions, medical claims expenses | $ 10.6 | ||
Corporate Joint Venture | OSH-RI, LLC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage in joint ventures | 49.90% |
NET LOSS PER SHARE - Summary of
NET LOSS PER SHARE - Summary of Basic and Diluted Net Loss Per Common Unit (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 10, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | ||||||||||||||
Net loss | $ (509.7) | $ (414.6) | $ (219.3) | |||||||||||
Net loss attributable to non-controlling interests | $ (1.4) | $ 0.3 | $ 0.8 | $ (0.2) | $ (1.7) | $ (0.6) | $ (2.3) | $ (0.6) | (0.5) | (5.2) | (4.1) | |||
Undeclared and deemed dividends | $ (27.2) | 0 | 0 | (27.2) | ||||||||||
Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO | $ (67.5) | |||||||||||||
Net loss attributable to common stock/unitholders | $ (120.5) | $ (509.2) | $ (409.4) | $ (215.2) | ||||||||||
Denominator: | ||||||||||||||
Weighted average common stock outstanding - basic (in shares) | [1] | 230,132,551 | 222,553,237 | 218,825,324 | ||||||||||
Weighted average common stock outstanding - diluted (in shares) | [1] | 230,132,551 | 222,553,237 | 218,825,324 | ||||||||||
Net loss per share – basic (in dollars per share) | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) | |||
Net loss per share – diluted (in dollars per share) | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) | |||
[1]Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO that was completed on August 10, 2020. |
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 (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Computation of diluted net loss per share (in shares) | 40,615,399 | 43,309,810 | 36,774,891 |
Conversion price cap initially equal (in dollars per share) | $ 138.8750 | ||
Stock options (including PSOs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Computation of diluted net loss per share (in shares) | 19,888,315 | 14,945,566 | 14,958,969 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Computation of diluted net loss per share (in shares) | 3,066,601 | 587,794 | 216,804 |
RSAs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Computation of diluted net loss per share (in shares) | 5,943,100 | 16,090,990 | 21,599,118 |
Employee Stock Purchase Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Computation of diluted net loss per share (in shares) | 95,207 | 63,284 | 0 |
Convertible Senior Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Computation of diluted net loss per share (in shares) | 11,622,176 | 11,622,176 | 0 |
QUARTERLY FINANCIAL INFORMATI_3
QUARTERLY FINANCIAL INFORMATION (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | $ 577.7 | $ 545.7 | $ 523.7 | $ 513.8 | $ 394.1 | $ 388.7 | $ 353.1 | $ 296.7 | $ 2,160.9 | $ 1,432.6 | $ 882.8 |
Operating expenses: | |||||||||||
Medical claims expense | 1,645 | 1,109 | 617.8 | ||||||||
Cost of care | 437.8 | 293.7 | 187.5 | ||||||||
Sales and marketing | 43.8 | 44.1 | 42.6 | 33.8 | 38.9 | 30.5 | 25.9 | 24.1 | 164.3 | 119.4 | 64.2 |
Corporate, general and administrative | 79.5 | 81.7 | 94.9 | 88.7 | 82.4 | 77 | 74.2 | 73.1 | 344.8 | 306.7 | 185.6 |
Depreciation and amortization | 9.9 | 9.1 | 8.4 | 7.8 | 6.1 | 4.5 | 3.9 | 3.3 | |||
Total operating expenses | 709.9 | 675.9 | 636.4 | 604.9 | 535.6 | 498.1 | 452.4 | 360.5 | |||
Loss from operations | (132.2) | (130.2) | (112.7) | (91.1) | (141.5) | (109.4) | (99.3) | (63.8) | (466.2) | (414) | (183.5) |
Other (expense)/income: | |||||||||||
Interest expense, net | (1.4) | 0 | (0.5) | (0.6) | (0.7) | (0.6) | (1) | (0.2) | (2.5) | (2.5) | (8.7) |
Other | (0.5) | (0.2) | (35.1) | (5) | 0 | 0 | 0 | 0 | (40.8) | 0 | 0.1 |
Total other (expense) | (1.9) | (0.2) | (35.6) | (5.6) | (0.7) | (0.6) | (1) | (0.2) | (43.3) | (2.5) | (8.6) |
Income before income taxes and non-controlling interests | (134.1) | (130.4) | (148.3) | (96.7) | (142.2) | (110) | (100.3) | (64) | (509.5) | (416.5) | (192.1) |
Provision (benefit) for income taxes | 0.2 | 0 | 0 | 0 | (1.9) | 0 | 0 | 0 | 0.2 | (1.9) | 0 |
Net loss | (134.3) | (130.4) | (148.3) | (96.7) | (140.3) | (110) | (100.3) | (64) | (509.7) | (414.6) | (192.1) |
Net loss attributable to non-controlling interests | (1.4) | 0.3 | 0.8 | (0.2) | (1.7) | (0.6) | (2.3) | (0.6) | (0.5) | (5.2) | (4.1) |
Net loss attributable to the Company | $ (132.9) | $ (130.7) | $ (149.1) | $ (96.5) | $ (138.6) | $ (109.4) | $ (98) | $ (63.4) | $ (509.2) | $ (409.4) | $ (188) |
Net loss per share – diluted (in dollars per share) | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) |
Net loss per share – basic (in dollars per share) | $ (0.56) | $ (0.56) | $ (0.66) | $ (0.43) | $ (0.62) | $ (0.49) | $ (0.44) | $ (0.29) | $ (2.21) | $ (1.84) | $ (0.55) |
Medical Claims Expenses | |||||||||||
Operating expenses: | |||||||||||
Medical claims expense | $ 446.6 | $ 427.4 | $ 391.6 | $ 379.4 | $ 318.1 | $ 309.8 | $ 281.4 | $ 199.7 | |||
Cost of Care | |||||||||||
Operating expenses: | |||||||||||
Cost of care | 130.1 | 113.6 | 98.9 | 95.2 | 90.1 | 76.3 | 67 | 60.3 | |||
Capitated revenue | |||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | 565.8 | 537.9 | 516.1 | 506.1 | 382.4 | 376.7 | 346.7 | 291.2 | $ 2,125.9 | $ 1,397 | $ 851.3 |
Other revenue | |||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Total revenues | $ 11.9 | $ 7.8 | $ 7.6 | $ 7.7 | $ 11.7 | $ 12 | $ 6.4 | $ 5.5 | $ 35 | $ 35.6 | $ 31.5 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Merger Agreement $ / shares in Units, $ in Millions | Feb. 07, 2023 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Company restricted stock award, cash paid per share (in dollars per share) | $ / shares | $ 39 |
CVS Pharmacy, Inc. | |
Subsequent Event [Line Items] | |
Merger agreement, termination fee | $ 300 |
Oak Street Health Inc | CVS Pharmacy, Inc. | |
Subsequent Event [Line Items] | |
Merger agreement, termination fee | $ 500 |