Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | Oak Street Health, Inc. | |
Entity Central Index Key | 0001564406 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 30 W. Monroe Street Suite 1200 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60603 | |
City Area Code | 312 | |
Local Phone Number | 733-9730 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | OSH | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 240,927,344 | |
Entity File Number | 001-39427 | |
Entity Tax Identification Number | 84-3446686 |
Consolidated Balance sheets
Consolidated Balance sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Long-term assets: | ||
Operating lease right-of-use assets (Humana comprised $60.8 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | $ 0 | |
Long-term liabilities: | ||
Long-term operating lease liabilities (Humana comprised $56.6 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 153 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of September 30, 2021 and December 31, 2020, respectively) | $ 13.5 | |
OAK Street Health Inc and Affiliates [Member] | ||
Current assets: | ||
Cash | 241.7 | 409.3 |
Restricted cash | 16.6 | 10.4 |
Other patient service receivables, net (Humana comprised $0.1 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 0.5 | 7.6 |
Capitated accounts receivable (Humana comprised $118.8 and $65.7 as of September 30, 2021 and December 31, 2020, respectively) | 464 | 248.9 |
Marketable debt securities | 771.3 | |
Prepaid expenses | 9.6 | 6.8 |
Other current assets (Humana comprised $5.9 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 11.1 | 4.2 |
Total current assets | 1,514.8 | 687.2 |
Long-term assets: | ||
Property and equipment, net | 112.7 | 78.8 |
Security deposits | 1.6 | 1.3 |
Operating lease right-of-use assets (Humana comprised $60.8 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 145.9 | |
Goodwill | 12.5 | 9.6 |
Intangible assets, net | 2.7 | 3 |
Other long-term assets | 0.8 | 1.1 |
Total assets | 1,791 | 781 |
Current liabilities: | ||
Accounts payable | 30.2 | 8.8 |
Accrued compensation and benefits | 38.4 | 32 |
Liability for unpaid claims (Humana comprised $97.8 and $78.5 as of September 30, 2021 and December 31, 2020, respectively) | 442.3 | 262.1 |
Other liabilities (Humana comprised $16.6 and $4.6 as of September 30, 2021 and December 31, 2020, respectively) | 34 | 12.6 |
Total current liabilities | 544.9 | 315.5 |
Long-term liabilities: | ||
Long-term operating lease liabilities (Humana comprised $56.6 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 153 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of September 30, 2021 and December 31, 2020, respectively) | 13.5 | |
Other long-term liabilities (Humana comprised $36.2 and $20.1 as of September 30, 2021 and December 31, 2020, respectively) | 39.7 | 28.8 |
Long-term debt | 900.3 | |
Total liabilities | 1,637.9 | 357.8 |
Commitments and contingencies (See Notes 6 & 10) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001; 50,000,000 shares authorized as of September 30, 2021 and December 31, 2020; no shares issued and outstanding as of September 30, 2021 and December 31, 2020 | ||
Common stock, par value $0.001; 500,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 240,919,956 and 240,756,714 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0.2 | 0.2 |
Additional paid-in capital (Humana comprised $50.0 and $50.0 as of September 30, 2021 and December 31, 2020, respectively) | 977.6 | 971.8 |
Accumulated other comprehensive loss | (0.2) | |
Accumulated deficit | (826.6) | (555.8) |
Total stockholders' equity allocated to Oak Street Health, Inc. | 151 | 416.2 |
Non-controlling interests | 2.1 | 7 |
Total stockholders' equity | 153.1 | 423.2 |
Total liabilities and stockholders' equity | $ 1,791 | $ 781 |
Consolidated Balance sheets (Pa
Consolidated Balance sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Operating lease right-of-use assets (Humana comprised $60.8 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | $ 0 | |
Long-term operating lease liabilities (Humana comprised $56.6 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | $ 153 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of September 30, 2021 and December 31, 2020, respectively) | $ 13.5 | |
Common stock, par value | $ 0.001 | |
OAK Street Health Inc and Affiliates [Member] | ||
Other patient service receivables, net (Humana comprised $0.1 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | $ 0.5 | 7.6 |
Capitated accounts receivable (Humana comprised $118.8 and $65.7 as of September 30, 2021 and December 31, 2020, respectively) | 464 | 248.9 |
Other current assets (Humana comprised $5.9 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 11.1 | 4.2 |
Operating lease right-of-use assets (Humana comprised $60.8 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 145.9 | |
Liability for unpaid claims (Humana comprised $97.8 and $78.5 as of September 30, 2021 and December 31, 2020, respectively) | 442.3 | 262.1 |
Other liabilities (Humana comprised $16.6 and $4.6 as of September 30, 2021 and December 31, 2020, respectively) | 34 | 12.6 |
Long-term operating lease liabilities (Humana comprised $56.6 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 153 | |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of September 30, 2021 and December 31, 2020, respectively) | 13.5 | |
Other long-term liabilities (Humana comprised $36.2 and $20.1 as of September 30, 2021 and December 31, 2020, respectively) | $ 39.7 | $ 28.8 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 240,919,956 | 240,756,714 |
Common stock, shares outstanding | 240,919,956 | 240,756,714 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Additional paid-in capital (Humana comprised $50.0 and $50.0 as of September 30, 2021 and December 31, 2020, respectively) | $ 977.6 | $ 971.8 |
OAK Street Health Inc and Affiliates [Member] | Humana [Member] | ||
Other patient service receivables, net (Humana comprised $0.1 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 0.1 | 0 |
Capitated accounts receivable (Humana comprised $118.8 and $65.7 as of September 30, 2021 and December 31, 2020, respectively) | 118.8 | 65.7 |
Other current assets (Humana comprised $5.9 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 5.9 | 0 |
Operating lease right-of-use assets (Humana comprised $60.8 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 60.8 | 0 |
Liability for unpaid claims (Humana comprised $97.8 and $78.5 as of September 30, 2021 and December 31, 2020, respectively) | 97.8 | 78.5 |
Other liabilities (Humana comprised $16.6 and $4.6 as of September 30, 2021 and December 31, 2020, respectively) | 16.6 | 4.6 |
Long-term operating lease liabilities (Humana comprised $56.6 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | 56.6 | 0 |
Deferred rent expense (Humana comprised $0.0 and $0.8 as of September 30, 2021 and December 31, 2020, respectively) | 0 | 0.8 |
Other long-term liabilities (Humana comprised $36.2 and $20.1 as of September 30, 2021 and December 31, 2020, respectively) | 36.2 | 20.1 |
Additional paid-in capital (Humana comprised $50.0 and $50.0 as of September 30, 2021 and December 31, 2020, respectively) | $ 50 | $ 50 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Other (expense)/income: | |||||
Net loss | $ (109.9) | $ (59.3) | $ (274.3) | $ (101.3) | |
OAK Street Health Inc and Affiliates [Member] | |||||
Total revenues | 388.7 | 217.9 | 1,038.5 | 634.1 | |
Operating expenses: | |||||
Cost of providing patient care in relation to revenue waived | 612.9 | 354.2 | |||
Sales and marketing | 30.5 | 15.5 | 80.5 | 37.4 | |
Corporate, general and administrative expenses | 77 | 57.2 | 224.3 | 112.5 | |
Depreciation and amortization | 4.5 | 2.9 | 11.7 | 8.1 | |
Total operating expenses | 498 | 273.3 | 1,311 | 726.8 | |
Loss from operations | (109.3) | (55.4) | (272.5) | (92.7) | |
Other (expense)/income: | |||||
Interest expense, net | (0.6) | (3.9) | (1.8) | (8.8) | |
Other | 0.2 | ||||
Total other (expense) | (0.6) | (3.9) | (1.8) | (8.6) | |
Net loss | (109.9) | (59.3) | (274.3) | (101.3) | |
Net loss attributable to non-controlling interests | 0.6 | 0.1 | 3.5 | 0.5 | |
Net loss attributable to Oak Street Health, Inc. | (109.3) | (59.2) | (270.8) | (100.8) | |
Undeclared and deemed dividends | (5.4) | (27.2) | |||
Net loss attributable to common stock/unitholders | $ (109.3) | $ (64.6) | $ (270.8) | $ (128) | |
Weighted average common stock outstanding - basic and diluted | [1] | 223,435,698 | 218,261,866 | 221,932,624 | 218,261,866 |
Net loss per share – basic and diluted | $ (0.49) | $ (0.15) | $ (1.22) | $ (0.15) | |
OAK Street Health Inc and Affiliates [Member] | Medical Claims Expenses [Member] | |||||
Operating expenses: | |||||
Cost of providing patient care in relation to revenue waived | $ 309.7 | $ 154.5 | $ 790.9 | $ 442.3 | |
OAK Street Health Inc and Affiliates [Member] | Cost of Care [Member] | |||||
Operating expenses: | |||||
Cost of providing patient care in relation to revenue waived | 76.3 | 43.2 | 203.6 | 126.5 | |
OAK Street Health Inc and Affiliates [Member] | Capitated Revenue [Member] | |||||
Total revenues | 376.7 | 211.8 | 1,014.6 | 616.4 | |
OAK Street Health Inc and Affiliates [Member] | Other Patient Service Revenue [Member] | |||||
Total revenues | $ 12 | $ 6.1 | $ 23.9 | $ 17.7 | |
[1] | Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO that was completed on August 10, 2020 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - (Parenthetical) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenues | $ 388.7 | $ 217.9 | $ 1,038.5 | $ 634.1 |
Cost of providing patient care in relation to revenue waived | 612.9 | 354.2 | ||
Medical Claims Expenses [Member] | ||||
Cost of providing patient care in relation to revenue waived | 309.7 | 154.5 | 790.9 | 442.3 |
Medical Claims Expenses [Member] | Humana [Member] | ||||
Cost of providing patient care in relation to revenue waived | 99.1 | 62.2 | 277.7 | 186 |
Cost of Care [Member] | ||||
Cost of providing patient care in relation to revenue waived | 76.3 | 43.2 | 203.6 | 126.5 |
Cost of Care [Member] | Humana [Member] | ||||
Cost of providing patient care in relation to revenue waived | 2.8 | 1.5 | 7.1 | 3.9 |
Capitated Revenue [Member] | ||||
Total revenues | 376.7 | 211.8 | 1,014.6 | 616.4 |
Capitated Revenue [Member] | Humana [Member] | ||||
Total revenues | 130.7 | 92.3 | 379.2 | 286.1 |
Other Patient Service Revenue [Member] | ||||
Total revenues | 12 | 6.1 | 23.9 | 17.7 |
Other Patient Service Revenue [Member] | Humana [Member] | ||||
Total revenues | $ 2.8 | $ 0.8 | $ 4.5 | $ 2.4 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (109.9) | $ (59.3) | $ (274.3) | $ (101.3) |
Other comprehensive loss: | ||||
Net unrealized gain (loss) on marketable debt securities, net of tax | 0.1 | (0.2) | ||
Comprehensive loss | (109.8) | (59.3) | (274.5) | (101.3) |
Less: Comprehensive loss attributable to non-controlling interests | 0.6 | 0.1 | 3.5 | 0.5 |
Comprehensive loss attributable to Oak Street Health, Inc. | $ (109.2) | $ (59.2) | $ (271) | $ (100.8) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Investor Units and Stockholders' Equity/Members' (Deficit) - USD ($) $ in Millions | Total | OAK Street Health Inc and Affiliates [Member] | OAK Street Health Inc and Affiliates [Member]Redeemable Investor Units [Member] | OAK Street Health Inc and Affiliates [Member]Members' Capital [Member] | OAK Street Health Inc and Affiliates [Member]Common Stock [Member] | OAK Street Health Inc and Affiliates [Member]Additional Paid-In Capital [Member] | OAK Street Health Inc and Affiliates [Member]Accumulated Deficit [Member] | OAK Street Health Inc and Affiliates [Member]Accumulated Other Comprehensive Income (Loss) [Member] | OAK Street Health Inc and Affiliates [Member]Non-controlling Interest [Member] |
Redeemable Investor, Beginning balance at Dec. 31, 2019 | $ 320.6 | ||||||||
Beginning balance at Dec. 31, 2019 | $ (345) | $ 4.1 | $ (354.4) | $ 5.3 | |||||
Beginning balance (In Shares) at Dec. 31, 2019 | 11,000,619 | 2,530,864 | |||||||
Issuance of series I, II and III investor units | $ 224.4 | ||||||||
Issuance of Series I, II and III Investor Units (In Shares) | 1,471,623 | ||||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 545 | $ (545) | $ 0.2 | $ 544.8 | |||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | (12,472,242) | 184,787,783 | |||||||
Conversion of members' capital into common stock upon closing of initial public offering | $ (7) | 7 | |||||||
Conversion of members capital into common stock upon closing of initial public offering (in shares) | (1,117,312) | 15,498,529 | |||||||
Conversion of members capital into restricted stock upon closing of initial public offering (in shares) | (2,339,322) | 22,612,472 | |||||||
Issuance of common stock upon closing of initial public offering, net | 351.2 | 351.2 | |||||||
Issuance of common stock upon closing of initial public offering net (in shares) | 17,968,750 | ||||||||
Issuance of Common Units | 1,095,067 | ||||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units | (19.4) | $ (5.9) | (13.5) | ||||||
Tender Offer – Investor Units, Founder’s Units, Incentive Units (In Shares) | (131,151) | ||||||||
Exercise of Options | 0.1 | 0.1 | |||||||
Exercise of Options (In Shares) | 2,831 | ||||||||
Repurchases – Profits Interests | (5,856) | ||||||||
Forfeitures – Profits Interests | (0.2) | $ (0.2) | |||||||
Forfeitures - Profits Interests (In Shares) | (32,290) | (41,651) | |||||||
Stock and Unit-Based Compensation | 34.7 | $ 9 | 25.7 | ||||||
Payments from Non-controlling Interest | 5.9 | 5.9 | |||||||
Payments to Non-controlling Interest | (0.1) | (0.1) | |||||||
Net loss | $ (101.3) | (101.3) | (100.8) | (0.5) | |||||
Ending balance at Sep. 30, 2020 | 470.9 | $ 0.2 | 928.8 | (468.7) | 10.6 | ||||
Ending balance (In Shares) at Sep. 30, 2020 | 240,828,714 | ||||||||
Redeemable Investor, Beginning balance at Jun. 30, 2020 | $ 545 | ||||||||
Beginning balance at Jun. 30, 2020 | (401.2) | $ 3.4 | (409.5) | 4.9 | |||||
Beginning balance (In Shares) at Jun. 30, 2020 | 12,472,242 | 3,461,459 | |||||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering | 545 | $ (545) | $ 0.2 | 544.8 | |||||
Conversion of redeemable preferred stock into common stock upon closing of initial public offering (in shares) | (12,472,242) | 184,787,783 | |||||||
Conversion of members' capital into common stock upon closing of initial public offering | $ (7) | 7 | |||||||
Conversion of members capital into common stock upon closing of initial public offering (in shares) | (1,117,312) | 15,498,529 | |||||||
Conversion of members capital into restricted stock upon closing of initial public offering (in shares) | (2,339,322) | 22,612,472 | |||||||
Issuance of common stock upon closing of initial public offering, net | 351.2 | 351.2 | |||||||
Issuance of common stock upon closing of initial public offering net (in shares) | 17,968,750 | ||||||||
Exercise of Options | 0.1 | 0.1 | |||||||
Exercise of Options (In Shares) | 2,831 | ||||||||
Repurchases – Profits Interests | (3,825) | ||||||||
Forfeitures – Profits Interests | (0.1) | $ (0.1) | |||||||
Forfeitures - Profits Interests (In Shares) | (1,000) | (41,651) | |||||||
Stock and Unit-Based Compensation | 29.4 | $ 3.7 | 25.7 | ||||||
Payments from Non-controlling Interest | 5.9 | 5.9 | |||||||
Payments to Non-controlling Interest | (0.1) | (0.1) | |||||||
Net loss | (59.3) | (59.3) | (59.2) | (0.1) | |||||
Ending balance at Sep. 30, 2020 | 470.9 | $ 0.2 | 928.8 | (468.7) | 10.6 | ||||
Ending balance (In Shares) at Sep. 30, 2020 | 240,828,714 | ||||||||
Beginning balance at Dec. 31, 2020 | 423.2 | $ 0.2 | 971.8 | (555.8) | 7 | ||||
Beginning balance (In Shares) at Dec. 31, 2020 | 240,756,714 | ||||||||
Purchase of capped calls | (123.6) | (123.6) | |||||||
Issuance of common stock upon vesting of restricted stock units, (in shares) | 55,781 | ||||||||
Exercise of Options | $ 4.5 | 4.5 | |||||||
Exercise of Options (In Shares) | 222,203 | 222,203 | |||||||
Shares withheld related to net settlement of stock based awards | (1,412) | ||||||||
Issuance of common stock under the employee purchase plan | $ 3 | 3 | |||||||
StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans | 62,575 | ||||||||
Forfeitures – Profits Interests | $ (0.9) | (0.9) | |||||||
Forfeitures - Profits Interests (In Shares) | (73,908) | (175,905) | |||||||
Stock and Unit-Based Compensation | $ 122.8 | 122.8 | |||||||
Payments from Non-controlling Interest | 0.1 | 0.1 | |||||||
Payments to Non-controlling Interest | (1.5) | (1.5) | |||||||
Net unrealized loss on marketable debt securities | (0.2) | $ (0.2) | |||||||
Net loss | (274.3) | (274.3) | (270.8) | (3.5) | |||||
Ending balance at Sep. 30, 2021 | 153.1 | $ 0.2 | 977.6 | (826.6) | (0.2) | 2.1 | |||
Ending balance (In Shares) at Sep. 30, 2021 | 240,919,956 | ||||||||
Beginning balance at Jun. 30, 2021 | 220.7 | $ 0.2 | 935 | (717.3) | (0.3) | 3.1 | |||
Beginning balance (In Shares) at Jun. 30, 2021 | 240,785,554 | ||||||||
Issuance of common stock upon vesting of restricted stock units, (in shares) | 33,542 | ||||||||
Exercise of Options | 0.9 | 0.9 | |||||||
Exercise of Options (In Shares) | 47,389 | ||||||||
Shares withheld related to net settlement of stock based awards | (782) | ||||||||
Issuance of common stock under the employee purchase plan | 3 | 3 | |||||||
StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans | 62,575 | ||||||||
Forfeitures – Profits Interests | (0.1) | (0.1) | |||||||
Forfeitures - Profits Interests (In Shares) | (8,322) | ||||||||
Stock and Unit-Based Compensation | 38.8 | 38.8 | |||||||
Payments to Non-controlling Interest | (0.4) | (0.4) | |||||||
Net unrealized loss on marketable debt securities | 0.1 | 0.1 | |||||||
Net loss | $ (109.9) | (109.9) | (109.3) | (0.6) | |||||
Ending balance at Sep. 30, 2021 | $ 153.1 | $ 0.2 | $ 977.6 | $ (826.6) | $ (0.2) | $ 2.1 | |||
Ending balance (In Shares) at Sep. 30, 2021 | 240,919,956 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (274.3) | $ (101.3) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on debt and related issuance costs | 2.4 | 4.2 |
Accretion of discounts and amortization of premiums on short-term marketable securities, net | 2.4 | |
Depreciation and amortization | 11.7 | 8.1 |
Non-cash operating lease costs | 11.2 | |
Stock and unit-based compensation, net of forfeitures | 121.9 | 34.4 |
Change in fair value of bifurcated derivative | 0.2 | |
Change in operating assets and liabilities, net of impact of acquisitions: | ||
Accounts receivable | (208) | (56.3) |
Prepaid expenses and other current assets | (10.6) | (6.1) |
Security deposits and other long-term assets | 0.1 | 0.1 |
Accounts payable | 16.6 | (5.9) |
Accrued compensation and benefits | 6.5 | (5.2) |
Liability for unpaid claims | 180.2 | 86.6 |
Operating lease liabilities | (9.9) | |
Other current liabilities | 7.9 | 10.7 |
Other long-term liabilities | 16 | 7.8 |
Other | 0.4 | |
Net cash used in operating activities | (125.9) | (22.3) |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of marketable debt securities | 43.7 | |
Purchases of marketable debt securities | (817.6) | |
Purchase of business | (1.4) | |
Purchases of property and equipment | (40.6) | (12.6) |
Net cash used in investing activities | (815.9) | (12.6) |
Cash flows from financing activities: | ||
Proceeds from initial public offering | 377.3 | |
Payments of underwriting fees, net of discounts and offering costs | (24.9) | |
Principal payments on long-term debt | (80) | |
End of term charge and prepayments for debt paydown | (5.6) | |
Proceeds from borrowings on convertible senior notes, net | 897.9 | |
Purchase of capped calls | (123.6) | |
Proceeds from issuance of redeemable investor units | 224.4 | |
Capital contributions from non-controlling interests | 0.1 | 5.9 |
Capital distributions to non-controlling interests | (1.5) | (0.1) |
Tender Offer - common units | (19.4) | |
Proceeds from exercise of options | 4.5 | 0.1 |
Proceeds from issuance of common stock under the employee purchase plan | 3 | |
Net cash provided by financing activities | 780.4 | 477.7 |
Net change in cash, cash equivalents and restricted cash | (161.4) | 442.8 |
Cash, cash equivalents and restricted cash, beginning of period | 419.7 | 42.2 |
Cash, cash equivalents and restricted cash, end of period | 258.3 | 485 |
Supplemental disclosures | ||
Cash paid for interest | 5.5 | |
Unpaid offering costs in accounts payable and accrued liabilities | $ 1.2 | |
Additions to construction in process funded through accounts payable | $ 4.7 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Organization And Nature Of Business [Line Items] | |
Organization and Nature of Business | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Description of Business Oak Street Health, Inc. (collectively with its consolidated 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 reorganization 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, we completed our IPO. As the managing member of OSH LLC, Oak Street Health, Inc. operates and controls all of the business affairs of OSH LLC and its affiliates. The Company operates primary care centers serving Medicare beneficiaries. The Company, through its centers and management services organization, combines an innovative care model with superior patient experience. The Company invests resources into primary care to prevent unnecessary acute events and manage chronic illnesses. The Company engages Medicare eligible patients through the use of a novel community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical costs savings and realize a return on its investment in primary care. As of September 30, 2021, the Company operated 110 centers. Basis of Presentation and Consolidation The accompanying unaudited interim consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended December 31, 2020 in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine-months ended September 30, 2021, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The consolidated financial statements of the Company include the financial statements of all wholly owned subsidiaries and majority-owned or controlled companies, which include the variable interest entities (“VIE”) in which OSH has an interest and is the primary beneficiary. See Note 11, “Variable Interest Entities.” In addition, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC, OSH-RI, LLC and OSH-ESC Joint Venture, LLC, which are consolidated in the Company’s financial statements. In March and September 2021, distributions were made from OSH-PCJ Joliet, LLC to Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $1.5 million to each owner. Segment Information The Company has concluded that we have one operating and reportable segment as the chief operating decision maker regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. While we generate revenues in a number of centers in several geographic regions, we have determined that the centers all have similar economic characteristics, such as the types of services provided and the nature of patients served. The Company evaluates performance and allocates resources as a single operating segment based on revenue growth and pre-tax profit or loss from operations. Emerging Growth Company Status We currently meet the definition of an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Based on the aggregate worldwide market value of our shares of common stock held by our non-affiliate stockholders as of June 30, 2021, we expect that we will become a “large accelerated filer” and lose emerging growth status beginning with our Annual Report on Form 10-K for the year ended December 31, 2021. We will also no longer be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and our independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include revenue recognition, the liability for unpaid claims, stock/unit-based compensation, valuation and related impairment recognition of long-lived assets, including intangibles and goodwill and the valuation of stock options. Actual results could differ from those estimates. COVID-19 CARES ACT On March 27, 2020, the United States President signed into law the Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”) which provides economic assistance to a wide array of industries, including healthcare. Thus far, the Company has taken the following actions related to this legislation: • Provider Relief Funds. The U.S. Department of Health and Human Services (“HHS”) distributed grants to healthcare providers to offset the impacts of COVID-19 pandemic related expenses and lost revenues through the Public Health and Social Services Emergency Fund. Grants received are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for and respond to COVID-19 and will reimburse only for health care related expenses, general and administrative expenses or lost revenues that are attributable to the COVID-19 pandemic as defined by the HHS. Payments from this fund are not loans and, therefore, they are not subject to repayment. We recognize grant payments as income when there is reasonable assurance that we have complied with conditions associated with the grant. Our estimates could change materially in the future based on the government’s evolving compliance guidance. During the nine-months ended September 30, 2021 and 2020, the Company received $2.6 million and $4.7 million, respectively, related to these grants. The Company recognized $0.0 million and $3.9 million, for the three-months ended September 30, 2021 and 2020, respectively, and $3.5 million and $4.7 million for the nine-months ended September 30, 2021 and 2020, respectively, as income to offset COVID-19 pandemic related expenses incurred in the cost of care, excluding depreciation and amortization. There were no unrecognized grants on the balance sheet as of September 30, 2021. • Medicare Accelerated and Advanced Payment Program. The Centers for Medicare & Medicaid Services (“CMS”) expanded its Accelerated and Advance Payment Program which allows participants to receive expedited payments during periods of national emergencies. Under the program, we received an interest-free advancement of 100% of our Medicare payment amount for a three-month period. Repayment will begin one year from the date the payments were received and will be paid back against future fee-for-service claims. Beginning at one year from the date the payment was issued and continuing for eleven months, payments will be recouped at a rate of 25%. After the eleven months end, payments will be recouped at a rate of 50% for another six months, after which any remaining balance will become due. During 2020, the Company received approximately $1.5 million in CMS advance payments, which will be paid back against future fee-for-service claims. During the three and nine-months ended September 30, 2021, the Company paid back $0.3 million and recorded an offset to other patient service receivables. As of September 30, 2021, there was $1.2 million remaining in other current liabilities. • Payroll Tax Deferral. Under the CARES Act, the Company elected to defer payment on its portion of Social Security taxes, on an interest free basis, incurred from March 27, 2020 to December 31, 2020. One-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. The total deferred payroll taxes were $7.0 million, $3.5 million was classified as a short-term liability and $3.5 million was classified as a long-term liability at September 30, 2021. • Temporary Suspension of Medicare Sequestration . The Budget Control Act of 2011 requires a mandatory, across the board reduction in federal spending, called a sequestration. Medicare fee - for - service claims with dates of service or dates of discharge on or after April 1, 2013 incur a 2.0% reduction in Medicare payments. All Medicare rate payments and settlements have incurred this mandatory reduction and it will continue to remain in place through at least 2023, unless Congress takes further action. In response to COVID-19, the CARES Act temporarily suspend ed the automatic 2.0% reduction of Medicare claim reimbursements for the period of May 1, 2020 through December 31, 202 1 , which immaterially increased both revenues and medical expenses for the three and nine -months ended September 30 , 2021 and 2020 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company described its significant accounting policies in Note 2 of the Notes to Consolidated Financial Statements for the year ended December 31, 2020 included in its Annual Report on Form 10-K. During the nine-months ended September 30, 2021, there were no significant changes to those accounting policies, other than the adoption of ASC 842 (as defined below), Accounting Standards Update (“ASU”) 2020-06 and those policies impacted by the new accounting pronouncements adopted during the period and further described below as well as in the “Recently Adopted Accounting Pronouncements” section. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consisted of cash on deposit and investments in money market funds. Marketable Debt Securities The Company’s investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale investments as current assets under the caption marketable debt securities on the consolidated balance sheets as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements and fund current operations. Realized gains and losses and declines in value determined to be other-than-temporary are based on the specific identification method and are included as a component of other (expense) income, net in the consolidated statements of operations. The Company periodically evaluates its investments in marketable debt securities for other-than-temporary impairment. When assessing short-term marketable security investments for other-than-temporary 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, how long the market value of the investment has been less than its 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 and market conditions in general. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be other-than-temporary, the Company reduces the marketable debt securities through a charge to the consolidated statement of operations. No such adjustments were necessary during the periods presented. Leases The Company leases offices, operating facilities, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets , operating lease liabilities, current portion (recorded within other current liabilities) and long-term operating lease liabilities The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component for all leases. 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 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. T Net Income (Loss) Per Share The diluted net income (loss) per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, restricted stock awards and contingently issuable shares under our Convertible Senior Notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. Recently Adopted Accounting Pronouncements In 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on leases, Accounting Standards Updates 2016-02, Leases (“ASU 2016-02), with amendments issued in 2018 and 2019 (collectively, “ASC 842”). ASC 842 requires lessees to recognize assets and liabilities related to lease arrangements on the balance sheet; leases are to be recorded as a lease liability (on a discounted basis) with a corresponding right-of-use (“ROU”) asset. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition over the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. This guidance also expands the required quantitative and qualitative disclosures for leasing arrangements and gives rise to other changes impacting certain aspects of lessee and lessor accounting. The two permitted transition methods under the guidance are the modified retrospective transition approach, which requires application of the guidance for all comparative periods, and the cumulative effect adjustment approach, which requires prospective application the adoption date. The Company adopted ASC 842 effective January 1, 2021 under the modified retrospective transition method. Under this method, financial statements for periods after the adoption date are presented in accordance with ASC 842 and prior-period financial statements continue to be presented in accordance with ASC 840, the accounting standard originally in effect for such periods. The package of practical expedients included that the Company was not required to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Also, as part of the adoption, the Company elected to not recognize short-term leases (those with lease terms less than a year) on the consolidated balance sheets, not separate lease and non-lease components and did not use hindsight to determine lease term. The most significant impact was the recognition of ROU assets and lease liabilities for our operating leases. The ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments arising from the lease at lease commencement date. The Company’s operating leases resulted in the recognition of additional assets and the corresponding liabilities on its consolidated balance sheets, however it did not have a material impact on the consolidated statements of operations or cash flows for the three and nine months ended September 30, 2021. The Company recognized ROU assets and lease liabilities for operating leases of $108.1 million and $(126.8) million, respectively, upon adoption as of January 1, 2021. The difference between the lease liability and right-of-use asset mainly related to the reversal of existing deferred rent balances. The Company utilized a comprehensive approach to assess the impact of this guidance on the consolidated financial statements and related disclosures, including the increase in assets and liabilities on the consolidated balance sheets and the impact on the current lease portfolio. See Note 6 in this Quarterly Report for our lease accounting policy and the quarterly impact of our adoption of ASC 842. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity Among other changes, ASU 2020-06 removes the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share and updates the disclosure requirements in ASC 470-20, making them easier to understand for financial statement preparers and improving the decision-usefulness and relevance of the information for financial statement users. Convertible Senior Notes, In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”) , which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of ASC 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted the new guidance on January 1, 2021, noting no impact on its consolidated financial statements and related disclosures In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”). Recent Accounting Pronouncements Not Yet Adopted In October 2018, the FASB issued ASU 2018-17, Consolidation – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Revenue Recognition [Line Items] | |
Revenue Recognition | NOTE 3. REVENUE RECOGNITION Both our capitated and fee-for-service revenue generally relate to contracts with patients in which our performance obligation is to provide healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied. Capitated Revenue and Accounts Receivable The Company has agreements in place with the payors listed below, and payor sources of capitated revenue for each period presented were as follows: For the three-months ended For the nine-months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Humana 35 % 44 % 37 % 46 % Wellcare/Meridian 15 % 17 % 16 % 15 % Cigna-HealthSpring 8 % 9 % 9 % 10 % CMS 10 % 0 % 7 % 0 % Other 32 % 30 % 31 % 29 % Medicare Part D comprised 2% of capitated revenues for the three and nine-months ended September 30, 2021. Part D comprised 3% and 2% of capitated revenues for the three and nine-months ended September 30, 2020, respectively. Medicare Part D comprised 2% and 3% of medical claims expense for the three and nine-months ended September 30, 2021, respectively. Part D comprised 4% of medical claims expense for the three and nine-months ended September 30, 2020. Our capitated accounts receivable includes $40.1 million and $4.9 million as of September 30, 2021 and 2020, respectively, for acuity-related adjustments that are estimated to be received in subsequent periods. In certain contracts, our fixed payment per patient per month (“PPPM”) fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. There were no PPPM adjustments related to performance incentives/penalties for quality-related metrics for the three and nine-months ended September 30, 2021 and 2020. Other Patient Service Revenue The composition of other patient service revenue for each period was as follows ($ in millions): For the three-months ended For the nine-months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Fee for service $ 2.2 $ 0.9 5.5 $ 3.2 Care coordination and care management services 9.8 5.2 18.4 14.5 Total other patient service revenue $ 12.0 $ 6.1 23.9 $ 17.7 As of September 30, 2021 and December 31, 2020, the Company’s contract liabilities related to the Humana care coordination payments totaled $28.3 million and $16.6 million, respectively. The short-term portion is recorded in other liabilities and the long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheets. The fee-for-service revenue by payor source for each period presented were as follows: For the three-months ended For the nine-months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Medicare 35 % 51 % 34 % 50 % Humana 13 % 8 % 13 % 7 % Other 52 % 41 % 53 % 43 % The total amount of patient revenues that were waived per the Company’s financial assistance policy were $2.7 million and $1.7 million for the nine-months ended September 30, 2021 and 2020, respectively. This represents a change of $(0.6) million and $(0.1) million, respectively, as compared revenues waived for the six-months ended June 30, 2021 and 2020. The Company’s cost to provide care in regard to the services for which the patient’s financial obligation was waived was estimated to be $8.1 million and $2.9 million for the nine-months ended September 30, 2021 and 2020, respectively using a cost-to-charge ratio estimate. This represents a change of $(1.8) million and $(0.1) million, respectively, in the costs incurred for the six-months ended June 30, 2021 and 2020. Remaining Performance Obligations As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to continue receiving services at our facilities. |
Fair value of Financial Instrum
Fair value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Fair Value Of Financial Instruments [Line Items] | |
Fair value of Financial Instruments | Note 4. Fair Value of Financial Instruments Fair Value Measurements In determining the fair value of financial assets and liabilities, the Company utilizes market data or other assumptions that it believes market participants would use in pricing the asset or liability in the principal or most advantageous market and adjusts for non-performance and/or other risks associated with the Company as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date: Level 1 – Valuations based on unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date. Level 2 – Valuations with inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Valuations with unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of September 30, 2021 using: Level 1 Level 2 Level 3 Total Marketable debt securities: Commercial paper $ 180.8 $ - $ - $ 180.8 U.S. Treasury obligations - 40.8 - 40.8 Corporate bonds - 423.0 - 423.0 Asset-backed securities - 104.5 - 104.5 Other - 22.2 - 22.2 Total financial assets $ 180.8 $ 590.5 $ - $ 771.3 The Company measures the fair value of corporate bonds, U.S. treasury obligations and asset-backed securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. There were no investments as of December 31, 2020. During the three and nine-months ended September 30, 2021, there were no transfers between Levels 1, 2 and 3. The Company's Convertible Senior Notes are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices in an inactive market on the last day in the reporting period. As of September 30, 2021, the fair value of the Convertible Senior Notes was $833.9 million compared to their carrying value of $900.3 million, which is net of unamortized debt issuance and offering costs. Investments At September 30, 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): September 30, 2021 Amortized cost Net unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 180.8 $ 0.0 $ 180.8 U.S. Treasury obligations 40.8 0.0 40.8 Corporate bonds 423.2 (0.2 ) 423.0 Asset-backed securities 104.5 (0.0 ) 104.5 Other 22.2 0.0 22.2 Total marketable debt securities $ 771.5 $ (0.2 ) $ 771.3 These investments in marketable debt securities carry maturity dates between less than one year and four years from date of purchase. The net realized gains and losses were immaterial during the three and nine-months ended September 30, 2021. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Goodwill and Intangible Assets [Line Items] | |
Goodwill And Intangible Assets | NOTE 5. GOODWILL AND INTANGIBLE ASSETS The following table details movements in goodwill for the period ended September 30, 2021. (in millions) Balance as of December 31, 2020 $ 9.6 Acquisitions and acquisition adjustments 2.9 Balance as of September 30, 2021 $ 12.5 Intangible assets with a finite useful life continue to be amortized over their useful lives. Net intangible assets amounted to $2.7 million and $3.0 million at September 30, 2021 and December 31, 2020, respectively. The Company recorded amortization expense of $0.1 million for the three-months ended September 30, 2021 and 2020. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Leases | NOTE 6. LEASES ASC 842 Disclosures The Company leases offices, operating facilities, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. Operating lease and variable lease costs are included in cost of care, excluding depreciation and amortization and corporate, general and administrative expenses in the consolidated statements of operations. Variable lease costs are the portion of lease payments that are not fixed over the lease term. Variable lease costs include real estate payments that are adjusted periodically for inflation or other variables as well as payments for taxes, insurance, maintenance and other expenses. Also included in variable lease costs are a portion of the license fee paid to Humana (see Note 12). We expense variable lease costs as incurred. The Company elected to combine lease and non-lease components as a single lease component and not include short-term leases, defined as leases with an initial term of twelve months or less, in its consolidated balance sheets. The Company’s short-term leases were immaterial. The components of lease expense for the Company’s operating leases were as follows for the three and nine-months ended September 30, 2021 ($ in millions): For the three-months ended September 30, 2021 For the nine-months ended September 30, 2021 Operating lease cost $ 5.6 $ 15.0 Variable lease cost 5.3 14.0 Total lease cost $ 10.9 $ 29.0 The Company entered into operating leases that resulted in $ 22.7 million and $49.5 million of right-of-use assets in exchange for operating lease obligations for the three and nine-months ended September 30, 2021, respectively. The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: September 30, 2021 Weighted-average remaining lease term (in years) 10.2 Weighted-average discount rate 4.17 % The table below presents the future minimum lease payments under the noncancelable operating leases as of September 30, 2021 ($ in millions): 2021 $ 5.7 2022 23.2 2023 22.1 2024 20.2 2025 19.1 2026 19.0 Thereafter 102.5 Total lease payments $ 211.8 Less: imputed interest (46.3 ) Total operating lease liabilities $ 165.5 Reported as: Operating lease liabilities, current (1) 12.5 Operating lease liabilities, noncurrent 153.0 Total operating lease liabilities $ 165.5 (1) Included in other liabilities on the consolidated balance sheet ASC 840 Disclosures Prior to adoption of ASC 842, the Company accounted for its lease arrangements under ASC 840, Leases, |
Liability For Unpaid Claims
Liability For Unpaid Claims | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Disclosure Of Liability For Unpaid Claims | NOTE 7. LIABILITY FOR UNPAID CLAIMS Activity within liabilities for unpaid claims was as follows for the nine-months ended ($ in millions): September 30, 2021 September 30, 2020 Balance, beginning of period $ 262.1 $ 170.6 Incurred health care costs: Current year 785.2 428.7 Prior years 5.2 11.4 Total claims incurred $ 790.4 $ 440.1 Claims paid: Current year (366.5 ) (233.4 ) Prior years (246.4 ) (120.8 ) Total claims paid $ (612.9 ) $ (354.2 ) Adjustments to other claims-related liabilities 2.7 0.7 Balance, end of period $ 442.3 $ 257.2 We assess the profitability of our managed care capitation arrangement to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. No premium deficiency reserves were recorded as of September 30, 2021 and December 31, 2020. 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 $ 1.6 million and $ 0.9 million, and total reimbursements were $ million and $ million for the three-months ended September 30, 2021 and 2020, respectively. The total amount of provider excess insurance premium was $ 3.4 million and $ 2.6 million, and total reimbursements were $ 4.1 million and $ 1.5 million for the nine -months ended September 30, 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 September 30, 2021, the Company’s provider excess insurance deductible was $ 0.3 million per member and covered up to a maximum of $ 5.0 million per member per calendar year. |
Long- Term Debt
Long- Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Long- Term Debt | NOTE 8. LONG-TERM DEBT Convertible Senior Notes On March 16, 2021, the Company issued, at par value, $920.0 million aggregate principal amount of 0% Convertible Senior Notes in a private offering exempt from registration under the Securities Act of 1933, including (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. T he Convertible Senior Notes will not bear regular interest, and the principal amount of the Convertible Senior Notes will not accrete. e will pay special interest, if any, as the sole remedy at our election relating to the failure to comply with our reporting requirements with the Securities and Exchange Commission and certain other obligations under the Indenture for the first 365 days after the occurrence of such an event of default. 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. Certain events described in the Indenture that occur prior to the maturity date or if the Company delivers a notice of redemption may increase the conversion rate for holders who elect to convert their Convertible Senior Notes in connection with such events should they occur. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination thereof at our election. If the Company elects cash or combination settlement, the Company will pay an amount equal to the sum of the daily conversion values for each trading day in a 40 trading-day observation period. 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. If the Company undergoes a fundamental change (as defined in the Indenture), holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their Convertible Senior Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. The Indenture includes customary covenants and events of default after which the Convertible Senior Notes may be declared immediately due and payable. In accounting for the issuance of the Convertible Senior Notes, we performed an assessment of all of the embedded features of the debt instrument to determine if any will impact the initial measurement of the liability. The Company concluded that the embedded features are not required to be accounted for separately as embedded derivatives, and therefore the Convertible Senior Notes were accounted for in their entirety as a liability 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 shares related to the capped call transactions are excluded from the calculation of diluted earnings per share as they are anti-dilutive. The capped call transactions cover, subject to anti-dilution adjustments, approximately 11,622,176 shares of the Company’s common stock, par value $0.001. The capped call transactions are subject to either adjustment or termination upon the occurrence of specified extraordinary and disruption events affecting the Company The capped call transactions are purchased call options on our own stock that settle by reference to our own stock with no forced cash payment; therefore, the transactions are classified as an equity instrument and recorded within stockholders’ equity. These transactions are not accounted for as derivatives. The Company recorded the capped call transactions as a reduction to additional paid-in capital and will not be remeasured as long as the conditions for equity classification continue to be met. The Convertible Senior Notes and capped call transactions consisted of the following balances reported in the Consolidated Balance Sheet as of September 30, 2021 ($ in millions): September 30, 2021 Liability component: Principal 920.0 Less: debt issuance costs, net of amortization (19.7 ) Net carrying amount 900.3 Equity component recorded at issuance: Capped call transactions 123.6 The Company recognized $1.1 million and $2.4 million related debt issuance and offering costs in interest expense, net on the consolidated statements of operations related to the Convertible Senior Notes for the three and nine-months ended September 30, 2021, respectively. |
Stock And Unit-Based Compensati
Stock And Unit-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Stock and Unit-Based Compensation | NOTE 9. STOCK AND UNIT-BASED COMPENSATION 2020 Omnibus Incentive Plan On August 5, 2020, the Company’s Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan,”). Under the 2020 Plan, employees, consultants and directors of our company and our affiliates that perform services for us are eligible to receive awards. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSAs”), performance awards, other share-based awards (including restricted stock units (“RSUs”)) and other cash-based awards. The maximum number of shares available for issuance under the 2020 Plan may not exceed 48,138,967 shares (subject to annual increases as approved by the Board of Directors). Stock Options Activity Stock options granted by the Company generally vest over four years with 25% of the option shares vesting each year. Options generally expire ten years from the date of the grant. The following is a summary of stock option activity transactions as of and for the nine-months ended September 30, 2021 ($ in millions): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 14,958,969 $ 21.01 9.60 $ 600.6 Granted 336,526 59.83 Exercised (222,203 ) 21.02 Cancelled (73,908 ) 23.09 Outstanding, September 30, 2021 14,999,384 $ 21.87 8.86 $ 315.6 Options exercisable as of September 30, 2021 4,462,330 $ 21.00 8.85 96.1 The aggregate intrinsic value of options exercised in the three-months ended September 30, 2021 and 2020 was $1.6 million and $0.0 million, respectively and $8.2 million and $0.0 million in the nine-months ended September 30, 2021 and 2020, 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 the three-months ended September 30, 2021 and 2020 was $0.4 million and $0.0 million, respectively, and $9.6 million and $0.0 million for the nine-months ended September 30, 2021 and 2020, respectively. RSA Activity Immediately prior to the IPO in 2020, the existing unitholders of OSH LLC 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”). As part of this pre-IPO conversion, certain units were converted to RSAs. The following is a summary of RSA transactions as of and for the nine-months ended September 30, 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 21,599,118 $ 11.77 Granted - Vested (4,631,079 ) 2.76 Canceled and forfeited (175,905 ) 14.40 Unvested, September 30, 2021 16,792,134 $ 14.23 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 September 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. The first offering period closed on June 30, 2021, and 62,575 shares were distributed to employees during the period. Stock and Unit-Based Compensation Expense The Company recognized $0.0 million and $3.6 million in unit-based compensation expense related to the profits interests for the three-months ended September 30, 2021 and 2020, respectively. The Company recognized $0.0 million and $8.8 million in unit-based compensation expense related to the profits interests for the nine-months ended September 30, 2021 and 2020, respectively. The Company recorded the expenses in corporate, general and administrative expenses. The Company recognized $38.7 million and $25.7 million related to RSAs, options and RSUs for the three-months ended September 30, 2021 and 2020, respectively. The Company recorded $37.4 million in corporate, general and administrative expenses, $0.8 million in sales and marketing, and $0.5 million in cost of care for the three-months ended September 30, 2021. The Company recognized $25.7 million in corporate, general, and administrative expenses for the three and nine-months ended September 30, 2020. The Company recognized $121.9 million and $25.7 million related to RSAs, options and RSUs for the nine-months ended September 30, 2021 and 2020, respectively. As part of the pre-IPO equity conversion discussed above and in our Annual Report on Form 10-K for the year ended December 31, 2020, 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. As a result of this conversion and modification of vesting terms from Sponsor’s Exit to service-based vesting at the IPO, the Company determined that RSAs and options should be accounted for as a Type III modification (the award was not probable to vest prior to the modification but it was probable of vesting under the modified condition). The stock compensation expense, net of forfeitures, recorded for these modifications was $29.2 million and $87.0 million for the three and nine-months ended September 30, 2021, respectively, and $18.2 million for the three and nine-months ended September 30, 2020. As of September 30, 2021, the Company had approximately $172.0 million in unrecognized compensation expense related to all non-vested awards (RSAs, options and RSUs) that will be recognized over the weighted-average period of 1.22 years. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Commitments And Contingencies | NOTE 10. COMMITMENTS AND CONTINGENCIES Uncertainties The Company is presently, and from time to time, subject to various claims and lawsuits arising in the normal course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position or results of operations. 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 intend to cooperate with the Department of Justice and produce information and documentation in response to the CID. We are currently unable to predict the outcome of this investigation or whether litigation is probable. Regardless of the outcome, this inquiry has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources, and other factors. Management believes that the Company is in compliance with fraud and abuse as well as other applicable government laws and regulations. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as regulatory actions unknown at this time. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Variable Interest Entities | NOTE 11. VARIABLE INTEREST ENTITIES Oak Street Health Physicians Group PC, OSH-IN Physicians Group PC, OSH-MI Physicians Group PC, OSH-OH Physicians Group LLC, OSH-PA Physicians Group PC, OSH-RI Physicians Group PC, Oak Street Health of Texas, PLLC, Griffin Myers Medical PC, Oak Street Health Physicians Group of South Carolina LLC, Oak Street Health Physicians Group of Louisiana LLC, Oak Street Health Physicians Group of Mississippi LLC, Oak Street Health Physicians Group of Alabama, LLC, Oak Street Health Physicians Group of Kentucky, LLC, Oak Street Health Physicians Group of Missouri, Oak Street Health Physicians Group of New Mexico, LLC, Oak Street Health Physicians Group of Arizona, PLLC and Oak Street Health Physicians Group of Oklahoma, LLC (collectively, the “Physician Groups”) employ healthcare providers to deliver primary care services to the Medicare covered population of Alabama, Georgia, Illinois, Indiana, Kentucky, Louisiana, Michigan, Mississippi, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee and Texas. The Physician Groups were established to employ healthcare providers, contract with managed care payors and to deliver healthcare services to patients in the markets that the Company serves. The Company 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. The table below illustrates the VIE assets and liabilities and performance for the Physician Groups as of and for the periods ended ($ in millions): September 30, 2021 December 31, 2020 Total assets $ 509.4 $ 286.1 Total liabilities 499.7 332.1 Three-Months Ended Nine-Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Total revenues $ 386.4 $ 213.9 $ 1,031.3 $ 622.7 Medical claims expense 308.5 153.4 790.4 439.4 Cost of care 36.8 14.5 104.2 44.1 Total operating expenses $ 345.3 $ 167.9 $ 894.6 $ 483.5 There are no restrictions on the Physician Groups’ assets or on the settlement of its liabilities. The assets of the Physician Groups can be used to settle obligations of the Company. The Physician Groups are included in the Company’s obligated group; thus, creditors of the Company have recourse to the assets owned by the Physician Groups. There are no liabilities for which creditors of the Physician Groups do not have recourse to the general credit of the Company. There are no restrictions placed on the retained earnings or net income of the Physician Groups with respect to potential dividend payments. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Related Parties | NOTE 12. RELATED PARTIES Humana Humana holds over 5% of our common stock. Additionally, a Humana representative served on the Board of Directors from 2019 until their retirement, effective September 7, 2021. Humana no longer has a representative on the Board of Directors as of September 7, 2021. The Company has capitated managed care contracts with Humana which result in capitated revenues and related receivables. Within the Company’s other patient services revenue, revenues from Humana are included in both fee-for-service revenue and care coordination revenue. The unearned portion of the Care Coordination Payments was recorded as a contract liability in both the short-term and long-term other liabilities accounts. The Company also incurs medical claims expenses related to the Humana payor contracts which are included in third-party medical expenses. Related unpaid claims are included in the liability for unpaid claims financial statement caption. The Humana Alliance Provision contains an arrangement for a license fee that is payable by the Company to Humana for the Company’s provision of health care services in certain centers owned or leased by Humana. The license fee is a reimbursement to Humana for its costs of owning or leasing and maintaining the centers, including rental payments, center maintenance or repair expenses, equipment expenses, special assessments, cost of upgrades, taxes, leasehold improvements, and other expenses identified by Humana and is included in cost of care expenses in the consolidated statement of operations. The below tables present the balances related to Humana as of September 30, 2021 and December 31, 2020 and for the three- and nine-months ended September 30, 2021 and 2020 ($ in millions): September 30, 2021 December 31, 2020 Assets: Other patient service receivables $ 0.1 $ - Capitated accounts receivables 118.8 65.7 Other current assets 5.9 - Operating lease right-of-use assets 60.8 - Liabilities: Liability for unpaid claims $ 97.8 $ 78.5 Other liabilities Short-term license fees 5.3 0.6 Short-term contract liability 5.4 4.0 Short-term operating lease liability 5.9 - Long-term operating lease liabilities 56.6 - Deferred rent - 0.8 Other long-term liabilities: Long-term license fees 13.4 7.3 Long-term contract liability 22.8 12.8 Equity: Additional paid-in capital $ 50.0 $ 50.0 Three-Months Ended Nine-Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenues: Capitated revenue $ 130.7 $ 92.3 $ 379.2 $ 286.1 Other patient service revenue: Care coordination revenue earned 1.5 0.8 3.8 2.2 Fee for service revenue 1.3 0.0 0.7 0.2 Expenses: Medical claims expense $ 99.1 $ 62.2 $ 277.7 $ 186.0 Cost of care: License fee expense 0.8 0.7 2.2 2.0 Rent expense 2.0 0.8 4.9 1.9 Blue Cross Blue Shield of Rhode Island Blue Cross Blue Shield of Rhode Island (“BCBSRI”) owns 49.9% of our joint venture, OSH-RI, LLC, and one of our Board members served as president and CEO of BCBSRI through the year ended December 31, 2020. The Board member has not served in this role in 2021, and as such we have only presented 2020 information herein. Total capitated revenue associated with the BCBSRI payor contract was $2.7 million for the three-months ended September 30, 2020, and $7.5 million for the nine-months ended September 30, 2020. Capitated receivables from BCBSRI represented $10.0 million of the capitated accounts receivable balance at December 31, 2020. Total medical claims expenses related to the BCBSRI payor contract were $1.9 million for the three-months ended September 30, 2020, and $6.4 million for the nine-months ended September 30, 2020. Unpaid claims related to these capitated contracts represented $11.1 million of the liability for unpaid claims balance at December 31, 2020. Consulting Arrangement with an Immediate Family Member of Our Chief Executive Officer Carolyn Rose, the sister of Michael Pykosz, a member of our Board of Directors and our Chief Executive Officer, has provided us contracted legal services. Ms. Rose provided legal services resulting in fees of $0.0 million and $0.1 million for the three-months ended September 30, 2021 and 2020, respectively. For the nine-months ended September 30, 2021 and 2020, we incurred legal fees payable to Ms. Rose of $0.2 million and $0.2 million, respectively. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 13. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per common share for the three and nine-months ended September 30, 2021 and 2020 ($ in millions). The basic and diluted earnings per share for the three and nine-months ended September 30, 2020 is applicable only for the period from August 10, 2020 to September 30, 2020, which is the period following our IPO and related restructuring transactions and presents the period that the Company had outstanding common stock. Three-Months Ended Nine-Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Numerator: Net loss attributable to common stockholders/unitholders $ (109.9 ) $ (64.6 ) $ (274.3 ) $ (128.6 ) Less: Net loss attributable to non-controlling interests (0.6 ) (0.1 ) (3.5 ) (0.5 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO - (5.4 ) - (27.2 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO - (25.7 ) - (67.5 ) Net loss attributable to OSH Inc. stockholders (109.3 ) (33.4 ) (270.8 ) (33.4 ) Denominator: Weighted average common stock outstanding - basic and diluted 223,435,698 218,261,866 221,932,624 218,261,866 Net loss per share – basic and diluted $ (0.49 ) $ (0.15 ) $ (1.22 ) $ (0.15 ) The Company’s potentially dilutive securities, which included stock options, unvested RSUs, unvested RSAs 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/units outstanding used to calculate both basic and diluted net loss per share was the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated: Nine-Months Ended September 30, 2021 Nine-Months Ended September 30, 2020 Stock options 14,999,384 14,921,281 RSUs 341,215 148,876 RSAs 16,792,134 22,234,012 Convertible Senior Notes * 11,622,176 - 43,754,909 37,304,169 *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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS On October 20, 2021, we closed our acquisition of RubiconMD (“Rubicon”), the leading technology platform providing access to specialist expertise for a base purchase price of $130.0 million and up to $60.0 million of contingent consideration. 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 manages costs, enhances patient experience, and provides comprehensive care far beyond traditional primary care. The acquisition of Rubicon was considered a business combination under U.S. GAAP and will be accounted for using the acquisition method. As such, the total consideration will be allocated to Rubicon’s tangible and intangible assets acquired as well as liabilities assumed based on their respective fair values with any excess allocated to goodwill. This allocation is dependent on certain valuations and other fair value analyses that have not yet been completed at the time of the filing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited interim consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended December 31, 2020 in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine-months ended September 30, 2021, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The consolidated financial statements of the Company include the financial statements of all wholly owned subsidiaries and majority-owned or controlled companies, which include the variable interest entities (“VIE”) in which OSH has an interest and is the primary beneficiary. See Note 11, “Variable Interest Entities.” In addition, Oak Street Health is the majority interest owner in three joint ventures: OSH-PCJ Joliet, LLC, OSH-RI, LLC and OSH-ESC Joint Venture, LLC, which are consolidated in the Company’s financial statements. In March and September 2021, distributions were made from OSH-PCJ Joliet, LLC to Oak Street Health MSO, LLC (50.1% ownership) and Primary Care Physicians of Joliet (49.9% ownership) totaling $1.5 million to each owner. |
Segment Information | Segment Information The Company has concluded that we have one operating and reportable segment as the chief operating decision maker regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. While we generate revenues in a number of centers in several geographic regions, we have determined that the centers all have similar economic characteristics, such as the types of services provided and the nature of patients served. The Company evaluates performance and allocates resources as a single operating segment based on revenue growth and pre-tax profit or loss from operations. |
Emerging Growth Company Status | Emerging Growth Company Status We currently meet the definition of an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Based on the aggregate worldwide market value of our shares of common stock held by our non-affiliate stockholders as of June 30, 2021, we expect that we will become a “large accelerated filer” and lose emerging growth status beginning with our Annual Report on Form 10-K for the year ended December 31, 2021. We will also no longer be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and our independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. |
Use Of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The areas where significant estimates are used in the accompanying financial statements include revenue recognition, the liability for unpaid claims, stock/unit-based compensation, valuation and related impairment recognition of long-lived assets, including intangibles and goodwill and the valuation of stock options. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consisted of cash on deposit and investments in money market funds. |
Marketable Debt Securities | Marketable Debt Securities The Company’s investments in marketable debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in total equity (deficit). The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies the available-for-sale investments as current assets under the caption marketable debt securities on the consolidated balance sheets as these investments generally consist of highly marketable securities that are identified to be available to meet near-term cash requirements and fund current operations. Realized gains and losses and declines in value determined to be other-than-temporary are based on the specific identification method and are included as a component of other (expense) income, net in the consolidated statements of operations. The Company periodically evaluates its investments in marketable debt securities for other-than-temporary impairment. When assessing short-term marketable security investments for other-than-temporary 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, how long the market value of the investment has been less than its 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 and market conditions in general. If any adjustment to fair value reflects a decline in the value of the marketable security that the Company considers to be other-than-temporary, the Company reduces the marketable debt securities through a charge to the consolidated statement of operations. No such adjustments were necessary during the periods presented. |
Leases | Leases The Company leases offices, operating facilities, vehicles and IT equipment, which are accounted for as operating leases. These leases have remaining lease terms of up to 30 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Operating leases are included in operating lease right-of-use assets , operating lease liabilities, current portion (recorded within other current liabilities) and long-term operating lease liabilities The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component for all leases. |
Convertible Debt | Convertible Debt The Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative. In accounting for the issuance of the 0% Convertible Senior Notes due 2026 issued in March 2021 (the “Convertible Senior Notes”), the Company |
Capped Call Transactions | Capped Call Transactions In connection with the issuance of the Convertible Senior Notes, the Company entered into capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to the holders of the Company’s common stock upon any conversion of the Convertible Senior Notes. T |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The diluted net income (loss) per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, restricted stock awards and contingently issuable shares under our Convertible Senior Notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on leases, Accounting Standards Updates 2016-02, Leases (“ASU 2016-02), with amendments issued in 2018 and 2019 (collectively, “ASC 842”). ASC 842 requires lessees to recognize assets and liabilities related to lease arrangements on the balance sheet; leases are to be recorded as a lease liability (on a discounted basis) with a corresponding right-of-use (“ROU”) asset. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition over the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. This guidance also expands the required quantitative and qualitative disclosures for leasing arrangements and gives rise to other changes impacting certain aspects of lessee and lessor accounting. The two permitted transition methods under the guidance are the modified retrospective transition approach, which requires application of the guidance for all comparative periods, and the cumulative effect adjustment approach, which requires prospective application the adoption date. The Company adopted ASC 842 effective January 1, 2021 under the modified retrospective transition method. Under this method, financial statements for periods after the adoption date are presented in accordance with ASC 842 and prior-period financial statements continue to be presented in accordance with ASC 840, the accounting standard originally in effect for such periods. The package of practical expedients included that the Company was not required to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Also, as part of the adoption, the Company elected to not recognize short-term leases (those with lease terms less than a year) on the consolidated balance sheets, not separate lease and non-lease components and did not use hindsight to determine lease term. The most significant impact was the recognition of ROU assets and lease liabilities for our operating leases. The ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments arising from the lease at lease commencement date. The Company’s operating leases resulted in the recognition of additional assets and the corresponding liabilities on its consolidated balance sheets, however it did not have a material impact on the consolidated statements of operations or cash flows for the three and nine months ended September 30, 2021. The Company recognized ROU assets and lease liabilities for operating leases of $108.1 million and $(126.8) million, respectively, upon adoption as of January 1, 2021. The difference between the lease liability and right-of-use asset mainly related to the reversal of existing deferred rent balances. The Company utilized a comprehensive approach to assess the impact of this guidance on the consolidated financial statements and related disclosures, including the increase in assets and liabilities on the consolidated balance sheets and the impact on the current lease portfolio. See Note 6 in this Quarterly Report for our lease accounting policy and the quarterly impact of our adoption of ASC 842. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity Among other changes, ASU 2020-06 removes the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share and updates the disclosure requirements in ASC 470-20, making them easier to understand for financial statement preparers and improving the decision-usefulness and relevance of the information for financial statement users. Convertible Senior Notes, In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”) , which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of ASC 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted the new guidance on January 1, 2021, noting no impact on its consolidated financial statements and related disclosures In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”). |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In October 2018, the FASB issued ASU 2018-17, Consolidation – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810) In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Revenue Recognition (Tables)
Revenue Recognition (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Capitated Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The Company has agreements in place with the payors listed below, and payor sources of capitated revenue for each period presented were as follows: For the three-months ended For the nine-months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Humana 35 % 44 % 37 % 46 % Wellcare/Meridian 15 % 17 % 16 % 15 % Cigna-HealthSpring 8 % 9 % 9 % 10 % CMS 10 % 0 % 7 % 0 % Other 32 % 30 % 31 % 29 % |
Other Patient Service Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The composition of other patient service revenue for each period was as follows ($ in millions): For the three-months ended For the nine-months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Fee for service $ 2.2 $ 0.9 5.5 $ 3.2 Care coordination and care management services 9.8 5.2 18.4 14.5 Total other patient service revenue $ 12.0 $ 6.1 23.9 $ 17.7 |
Fee-For-Service [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The fee-for-service revenue by payor source for each period presented were as follows: For the three-months ended For the nine-months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Medicare 35 % 51 % 34 % 50 % Humana 13 % 8 % 13 % 7 % Other 52 % 41 % 53 % 43 % |
Fair value of Financial Instr_2
Fair value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of September 30, 2021 using: Level 1 Level 2 Level 3 Total Marketable debt securities: Commercial paper $ 180.8 $ - $ - $ 180.8 U.S. Treasury obligations - 40.8 - 40.8 Corporate bonds - 423.0 - 423.0 Asset-backed securities - 104.5 - 104.5 Other - 22.2 - 22.2 Total financial assets $ 180.8 $ 590.5 $ - $ 771.3 |
Schedule of Marketable Debt Securities Classified as Available-for-sale | At September 30, 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): September 30, 2021 Amortized cost Net unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 180.8 $ 0.0 $ 180.8 U.S. Treasury obligations 40.8 0.0 40.8 Corporate bonds 423.2 (0.2 ) 423.0 Asset-backed securities 104.5 (0.0 ) 104.5 Other 22.2 0.0 22.2 Total marketable debt securities $ 771.5 $ (0.2 ) $ 771.3 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Goodwill And Intangible Assets [Line Items] | |
Summary of Movements in Goodwill | The following table details movements in goodwill for the period ended September 30, 2021. (in millions) Balance as of December 31, 2020 $ 9.6 Acquisitions and acquisition adjustments 2.9 Balance as of September 30, 2021 $ 12.5 |
Leases (Tables)
Leases (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Components of Lease Expense | The components of lease expense for the Company’s operating leases were as follows for the three and nine-months ended September 30, 2021 ($ in millions): For the three-months ended September 30, 2021 For the nine-months ended September 30, 2021 Operating lease cost $ 5.6 $ 15.0 Variable lease cost 5.3 14.0 Total lease cost $ 10.9 $ 29.0 |
Schedule of Minimum Lease Payments for Operating Leases | The table below presents the future minimum lease payments under the noncancelable operating leases as of September 30, 2021 ($ in millions): 2021 $ 5.7 2022 23.2 2023 22.1 2024 20.2 2025 19.1 2026 19.0 Thereafter 102.5 Total lease payments $ 211.8 Less: imputed interest (46.3 ) Total operating lease liabilities $ 165.5 Reported as: Operating lease liabilities, current (1) 12.5 Operating lease liabilities, noncurrent 153.0 Total operating lease liabilities $ 165.5 (1) Included in other liabilities on the consolidated balance sheet |
Schedule Of Lessee Operating Lease Weighted Average Remaining Lease Term And Weighted Average Discount Rate | The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: September 30, 2021 Weighted-average remaining lease term (in years) 10.2 Weighted-average discount rate 4.17 % |
Liability For Unpaid Claims (Ta
Liability For Unpaid Claims (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract] | |
Summary of Liability for Unpaid Claims and Claims Adjustment Expense | Activity within liabilities for unpaid claims was as follows for the nine-months ended ($ in millions): September 30, 2021 September 30, 2020 Balance, beginning of period $ 262.1 $ 170.6 Incurred health care costs: Current year 785.2 428.7 Prior years 5.2 11.4 Total claims incurred $ 790.4 $ 440.1 Claims paid: Current year (366.5 ) (233.4 ) Prior years (246.4 ) (120.8 ) Total claims paid $ (612.9 ) $ (354.2 ) Adjustments to other claims-related liabilities 2.7 0.7 Balance, end of period $ 442.3 $ 257.2 |
Long- Term Debt (Tables)
Long- Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of Long-term Debt Instruments | The Convertible Senior Notes and capped call transactions consisted of the following balances reported in the Consolidated Balance Sheet as of September 30, 2021 ($ in millions): September 30, 2021 Liability component: Principal 920.0 Less: debt issuance costs, net of amortization (19.7 ) Net carrying amount 900.3 Equity component recorded at issuance: Capped call transactions 123.6 |
Stock And Unit-Based Compensa_2
Stock And Unit-Based Compensation (Tables) - OAK Street Health Inc and Affiliates [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Stock Option Activity | The following is a summary of stock option activity transactions as of and for the nine-months ended September 30, 2021 ($ in millions): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 14,958,969 $ 21.01 9.60 $ 600.6 Granted 336,526 59.83 Exercised (222,203 ) 21.02 Cancelled (73,908 ) 23.09 Outstanding, September 30, 2021 14,999,384 $ 21.87 8.86 $ 315.6 Options exercisable as of September 30, 2021 4,462,330 $ 21.00 8.85 96.1 |
Restricted Stock Awards R S A | |
Summary of Restricted Stock Awards (RSA) Activity | Immediately prior to the IPO in 2020, the existing unitholders of OSH LLC 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”). As part of this pre-IPO conversion, certain units were converted to RSAs. The following is a summary of RSA transactions as of and for the nine-months ended September 30, 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 21,599,118 $ 11.77 Granted - Vested (4,631,079 ) 2.76 Canceled and forfeited (175,905 ) 14.40 Unvested, September 30, 2021 16,792,134 $ 14.23 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
OAK Street Health Inc and Affiliates [Member] | |
Summary of VIE Assets and Liabilities and Performance for the Physician Groups | The table below illustrates the VIE assets and liabilities and performance for the Physician Groups as of and for the periods ended ($ in millions): September 30, 2021 December 31, 2020 Total assets $ 509.4 $ 286.1 Total liabilities 499.7 332.1 Three-Months Ended Nine-Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Total revenues $ 386.4 $ 213.9 $ 1,031.3 $ 622.7 Medical claims expense 308.5 153.4 790.4 439.4 Cost of care 36.8 14.5 104.2 44.1 Total operating expenses $ 345.3 $ 167.9 $ 894.6 $ 483.5 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The below tables present the balances related to Humana as of September 30, 2021 and December 31, 2020 and for the three- and nine-months ended September 30, 2021 and 2020 ($ in millions): September 30, 2021 December 31, 2020 Assets: Other patient service receivables $ 0.1 $ - Capitated accounts receivables 118.8 65.7 Other current assets 5.9 - Operating lease right-of-use assets 60.8 - Liabilities: Liability for unpaid claims $ 97.8 $ 78.5 Other liabilities Short-term license fees 5.3 0.6 Short-term contract liability 5.4 4.0 Short-term operating lease liability 5.9 - Long-term operating lease liabilities 56.6 - Deferred rent - 0.8 Other long-term liabilities: Long-term license fees 13.4 7.3 Long-term contract liability 22.8 12.8 Equity: Additional paid-in capital $ 50.0 $ 50.0 Three-Months Ended Nine-Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenues: Capitated revenue $ 130.7 $ 92.3 $ 379.2 $ 286.1 Other patient service revenue: Care coordination revenue earned 1.5 0.8 3.8 2.2 Fee for service revenue 1.3 0.0 0.7 0.2 Expenses: Medical claims expense $ 99.1 $ 62.2 $ 277.7 $ 186.0 Cost of care: License fee expense 0.8 0.7 2.2 2.0 Rent expense 2.0 0.8 4.9 1.9 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Basic and Diluted Net Loss Per Common Unit | The following table sets forth the computation of basic and diluted net loss per common share for the three and nine-months ended September 30, 2021 and 2020 ($ in millions). The basic and diluted earnings per share for the three and nine-months ended September 30, 2020 is applicable only for the period from August 10, 2020 to September 30, 2020, which is the period following our IPO and related restructuring transactions and presents the period that the Company had outstanding common stock. Three-Months Ended Nine-Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Numerator: Net loss attributable to common stockholders/unitholders $ (109.9 ) $ (64.6 ) $ (274.3 ) $ (128.6 ) Less: Net loss attributable to non-controlling interests (0.6 ) (0.1 ) (3.5 ) (0.5 ) Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO - (5.4 ) - (27.2 ) Less: Net loss attributable to OSH LLC prior to restructuring as part of the IPO - (25.7 ) - (67.5 ) Net loss attributable to OSH Inc. stockholders (109.3 ) (33.4 ) (270.8 ) (33.4 ) Denominator: Weighted average common stock outstanding - basic and diluted 223,435,698 218,261,866 221,932,624 218,261,866 Net loss per share – basic and diluted $ (0.49 ) $ (0.15 ) $ (1.22 ) $ (0.15 ) |
OAK Street Health Inc and Affiliates [Member] | |
Summary of Potential Common Shares Outstanding Excluded from the Computation of Diluted Net Loss Per Share/Unit | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated: Nine-Months Ended September 30, 2021 Nine-Months Ended September 30, 2020 Stock options 14,999,384 14,921,281 RSUs 341,215 148,876 RSAs 16,792,134 22,234,012 Convertible Senior Notes * 11,622,176 - 43,754,909 37,304,169 *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. |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)CenterSegment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Organization And Nature Of Business [Line Items] | |||||||
Organisation incorporated date | Oct. 22, 2019 | ||||||
Number of centers operated | Center | 110 | ||||||
Deferred payroll taxes | $ 7 | $ 7 | $ 7 | ||||
Other Current Liabilities [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Deferred payroll taxes | 3.5 | 3.5 | 3.5 | ||||
Other Noncurrent Liabilities [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Deferred payroll taxes | $ 3.5 | $ 3.5 | $ 3.5 | ||||
Oak Street Health MSO, LLC [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Equity method investment ownership percentage | 50.10% | 50.10% | 50.10% | 50.10% | |||
Primary Care Physicians of Joliet [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Equity method investment ownership percentage | 49.90% | 49.90% | 49.90% | 49.90% | |||
OAK Street Health Inc and Affiliates [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Total distribution from joint venture | $ 1.5 | $ 1.5 | |||||
Number of operating segment | Segment | 1 | ||||||
Number of reportable segment | Segment | 1 | ||||||
Other liabilities | $ 34 | $ 34 | $ 34 | $ 12.6 | |||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Percentage of interest free loans received | 100.00% | ||||||
Period after mediclaim issue when advance payments will begin | 1 year | ||||||
Period after mediclaim issue when advance payments are due | 11 months | ||||||
Proceeds from short term debt | $ 1.5 | ||||||
CMS Payback | 0.3 | $ 0.3 | |||||
Other liabilities | 1.2 | 1.2 | $ 1.2 | ||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | Repayment Period One [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Recoupment percentage of medicare payments | 25.00% | ||||||
OAK Street Health Inc and Affiliates [Member] | CARES Act [Member] | Medicare Accelerated Advanced Payment Scheme [Member] | Repayment Period Two [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Recoupment percentage of medicare payments | 50.00% | ||||||
OAK Street Health Inc and Affiliates [Member] | Grant [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Grants received | $ 2.6 | $ 4.7 | |||||
OAK Street Health Inc and Affiliates [Member] | Cost of Care [Member] | Grant [Member] | CARES Act [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Grants received | $ 0 | $ 3.9 | $ 3.5 | $ 4.7 | |||
OAK Street Health Inc and Affiliates [Member] | Other Current Liabilities [Member] | Grant [Member] | |||||||
Organization And Nature Of Business [Line Items] | |||||||
Grants received | $ 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2021 |
Significant Accounting Policies [Line Items] | |
Operating lease, Remaining lease term | 30 years |
ASU 2018-09 [Member] | |
Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2018-13 [Member] | |
Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Sources of Capitated Revenue (Detail) - Capitated Revenue [Member] - OAK Street Health Inc and Affiliates [Member] - Capitated Revenue [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Humana [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 35.00% | 44.00% | 37.00% | 46.00% |
Wellcare Meridian [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 15.00% | 17.00% | 16.00% | 15.00% |
Cigna-HealthSpring [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 8.00% | 9.00% | 9.00% | 10.00% |
CMS [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 10.00% | 0.00% | 7.00% | 0.00% |
Other [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 32.00% | 30.00% | 31.00% | 29.00% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue From Contract With Customerline Items [Line Items] | |||||||
Capitated accounts receivables | $ 464 | $ 464 | $ 248.9 | ||||
Revenue offset against cost of care regarding goods and services waived | $ (1.8) | $ (0.1) | 8.1 | $ 2.9 | |||
Financial Support, Waived Fees [Member] | Cost of Care [Member] | |||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||
Revenue offset against cost of care regarding goods and services waived | $ (0.6) | $ (0.1) | 2.7 | 1.7 | |||
Humana [Member] | |||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||
Capitated accounts receivables | 118.8 | 118.8 | 65.7 | ||||
Contract liabilities | 28.3 | 28.3 | $ 16.6 | ||||
Accounting Standards Update 2014-09 [Member] | Acuity Adjustment [Member] | |||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||
Capitated accounts receivables | $ 40.1 | $ 4.9 | $ 40.1 | $ 4.9 | |||
Medicare Part D [Member] | Capitated Revenue [Member] | Customer Concentration Risk [Member] | |||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||
Concentration risk percentage | 2.00% | 3.00% | 2.00% | 2.00% | |||
Medicare Part D [Member] | Medical Claims Expenditure [Member] | Customer Concentration Risk [Member] | |||||||
Revenue From Contract With Customerline Items [Line Items] | |||||||
Concentration risk percentage | 2.00% | 4.00% | 3.00% | 4.00% |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Composition Of Revenues (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | $ 388.7 | $ 217.9 | $ 1,038.5 | $ 634.1 |
Other Patient Service Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | 12 | 6.1 | 23.9 | 17.7 |
Other Patient Service Revenue [Member] | Fee-For-Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | 2.2 | 0.9 | 5.5 | 3.2 |
Other Patient Service Revenue [Member] | Care Coordination And Care Management [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations revenue recognised | $ 9.8 | $ 5.2 | $ 18.4 | $ 14.5 |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Sources of Fee for Service Revenue (Detail) - OAK Street Health Inc and Affiliates [Member] - Fee-For-Service [Member] - Other Patient Service Revenue [Member] - Capitated Revenue [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Medicare [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 35.00% | 51.00% | 34.00% | 50.00% |
Humana [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 13.00% | 8.00% | 13.00% | 7.00% |
Other [Member] | ||||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||||
Concentration risk percentage | 52.00% | 41.00% | 53.00% | 43.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements, Recurring Basis [Member] - OAK Street Health Inc and Affiliates [Member] $ in Millions | Sep. 30, 2021USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | $ 771.3 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 180.8 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 590.5 |
Commercial Paper [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 180.8 |
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 180.8 |
U.S. Treasury Obligations [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 40.8 |
U.S. Treasury Obligations [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 40.8 |
Corporate Bonds [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 423 |
Corporate Bonds [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 423 |
Asset-backed Securities [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 104.5 |
Asset-backed Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 104.5 |
Other [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | 22.2 |
Other [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Total financial assets | $ 22.2 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - OAK Street Health Inc and Affiliates [Member] - Fair Value, Inputs, Level 2 [Member] $ in Millions | Sep. 30, 2021USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of convertible notes | $ 833.9 |
Carrying value of convertible notes | $ 900.3 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Marketable Debt Securities Classified as Available-for-sale (Details) - OAK Street Health Inc and Affiliates [Member] $ in Millions | Sep. 30, 2021USD ($) |
Marketable Securities [Line Items] | |
Amortized cost | $ 771.5 |
Net unrealized gains (losses) | (0.2) |
Fair value | 771.3 |
Commercial Paper [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 180.8 |
Net unrealized gains (losses) | 0 |
Fair value | 180.8 |
U.S. Treasury Obligations [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 40.8 |
Net unrealized gains (losses) | 0 |
Fair value | 40.8 |
Corporate Bonds [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 423.2 |
Net unrealized gains (losses) | (0.2) |
Fair value | 423 |
Asset-backed Securities [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 104.5 |
Net unrealized gains (losses) | 0 |
Fair value | 104.5 |
Other [Member] | |
Marketable Securities [Line Items] | |
Amortized cost | 22.2 |
Net unrealized gains (losses) | 0 |
Fair value | $ 22.2 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets - Summary of Movements in Goodwill (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 9.6 |
Acquisitions and acquisition adjustments | 2.9 |
Ending balance | $ 12.5 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets - Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets [Line Items] | |||||
Net intangible assets | $ 2.7 | $ 2.7 | $ 3 | ||
Amortization of intangible assets | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating lease, Remaining lease term | 30 years | 30 years | |||
Operating Lease, Right-of-Use Asset | $ 22.7 | $ 49.5 | |||
Operating lease right-of-use assets (Humana comprised $60.8 and $0.0 as of September 30, 2021 and December 31, 2020, respectively) | $ 0 | $ 0 | |||
Lease and rent expense | $ 2.1 | $ 11.3 | |||
Deferred rent expense (Humana comprised $0.0 and $0.8 as of September 30, 2021 and December 31, 2020, respectively) | $ 13.5 | ||||
Humana License Fee [Member] | |||||
Lease and rent expense | $ 0.9 | $ 3.5 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 5.6 | $ 15 |
Variable lease cost | 5.3 | 14 |
Total lease cost | $ 10.9 | $ 29 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details) | Sep. 30, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 10 years 2 months 12 days |
Weighted-average discount rate | 4.17% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non Cancelable Operating Leases (Details) $ in Millions | Sep. 30, 2021USD ($) | |
Leases [Abstract] | ||
2021 | $ 5.7 | |
2022 | 23.2 | |
2023 | 22.1 | |
2024 | 20.2 | |
2025 | 19.1 | |
2026 | 19 | |
Thereafter | 102.5 | |
Total lease payments | 211.8 | |
Less: imputed interest | (46.3) | |
Total operating lease liabilities | 165.5 | |
Operating lease liabilities, current | 12.5 | [1] |
Operating lease liabilities, noncurrent | 153 | |
Total operating lease liabilities | $ 165.5 | |
[1] | Included in other liabilities on the consolidated balance sheet |
Liability For Unpaid Claims - S
Liability For Unpaid Claims - Summary of Liability for Unpaid Claims and Claims Adjustment Expense (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Balance, beginning of period | $ 262.1 | $ 170.6 |
Incurred health care costs: | ||
Cost of providing patient care in relation to revenue waived | 612.9 | 354.2 |
Total claims incurred | 790.4 | 440.1 |
Claims paid: | ||
Current year | 366.5 | 233.4 |
Prior years | 246.4 | 120.8 |
Adjustments to other claims-related liabilities | 2.7 | 0.7 |
Balance, end of period | 442.3 | 257.2 |
Current year [Member] | ||
Incurred health care costs: | ||
Cost of providing patient care in relation to revenue waived | 785.2 | 428.7 |
Prior years [Member] | ||
Incurred health care costs: | ||
Cost of providing patient care in relation to revenue waived | $ 5.2 | $ 11.4 |
Liability For Unpaid Claims- Ad
Liability For Unpaid Claims- Additional Information (Detail) - OAK Street Health Inc and Affiliates [Member] - Provider Excess Insurance Scheme [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Insurance premium expenditure incurred | $ 1.6 | $ 0.9 | $ 3.4 | $ 2.6 |
Insurance premium expenditure reimbursed | $ 0.7 | $ 0.8 | 4.1 | $ 1.5 |
Providers excess insurance deductible per member | 0.3 | |||
Maximum [Member] | ||||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||||
Providers excess insurance deductible per member | $ 5 |
Long- Term Debt - Additional In
Long- Term Debt - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 16, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Day$ / sharesshares | Dec. 31, 2020$ / shares |
Debt Instrument [Line Items] | |||||
Capped call transactions expiry date | Mar. 12, 2026 | ||||
Number of share subject to anti-dilution adjustments | shares | 11,622,176 | 11,622,176 | 11,622,176 | ||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Debt Issuance Costs | $ 1.1 | ||||
Interest Expense, Debt | $ 2.4 | ||||
Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion price per share | $ / shares | $ 79.16 | $ 79.16 | $ 79.16 | ||
Closing stock price | 130.00% | ||||
Consecutive trading days | Day | 10 | ||||
Redemption price equal to principal amount | 100.00% | ||||
Aggregate principal amount | $ 150 | ||||
Capped call transactions | $ 123.6 | $ 123.6 | $ 123.6 | ||
Conversion price cap initially equal | $ / shares | $ 138.8750 | ||||
Notes Payable, Other Payables [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Closing stock price | 130.00% | ||||
Notes Payable, Other Payables [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Closing stock price | 98.00% | ||||
Conversion price trading days | Day | 20 | ||||
Consecutive trading days | Day | 30 | ||||
OAK Street Health Inc and Affiliates [Member] | |||||
Debt Instrument [Line Items] | |||||
Net proceeds to pay capped call transaction | $ 900.3 | $ 900.3 | $ 900.3 | ||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | $ 920 | ||||
Long term debt variable interest rate percentage | 0.00% | ||||
Option to purchase additional convertible senior notes | $ 120 | ||||
Debt issuance cost | 22.1 | ||||
Total proceeds received | 897.9 | ||||
Net proceeds to pay capped call transaction | $ 123.6 | ||||
Convertible notes unsecured obligation mature date | Mar. 15, 2026 | ||||
Convertible notes special interest | 0.50% | 0.50% | 0.50% | ||
Debt instrument frequency of periodic payment | 365 days | ||||
OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument frequency of periodic payment | 40 trading-day | ||||
Conversion rate | 12.6328 | ||||
Debt conversion principal amount | $ 1,000 | ||||
Conversion price per share | $ / shares | $ 79.16 | $ 79.16 | $ 79.16 | ||
OAK Street Health Inc and Affiliates [Member] | Notes Payable, Other Payables [Member] | Maximum [Member] | Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of shares issuable subject to increase in conversion rate | shares | 16,561,656 |
Long- Term Debt - Summary of Lo
Long- Term Debt - Summary of Long-term Debt Instruments (Detail) - OAK Street Health Inc and Affiliates [Member] $ in Millions | Sep. 30, 2021USD ($) |
Principal | $ 920 |
Less: debt issuance costs, net of amortization | (19.7) |
Net carrying amount | 900.3 |
Capped Call Transactions [Member] | |
Capped call transactions | $ 123.6 |
Stock And Unit-Based Compensa_3
Stock And Unit-Based Compensation- Additional Information (Detail) - USD ($) $ in Millions | Aug. 05, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, expiration period | 10 years | ||||
Percentage of option vest per year | 25.00% | ||||
Aggregate intrinsic value of options exercised | $ 1.6 | $ 0 | $ 8.2 | $ 0 | |
Fair value of options | 0.4 | 0 | 9.6 | 0 | |
Non-vested Awards (RSAs, Options and RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | 172 | $ 172 | |||
Unrecognized compensation expense, period of recognition | 1 year 2 months 19 days | ||||
OAK Street Health Inc and Affiliates [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock and Unit-based compensation expense | 38.8 | 29.4 | $ 122.8 | 34.7 | |
OAK Street Health Inc and Affiliates [Member] | General and Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock and Unit-based compensation expense | 37.4 | 25.7 | 118.2 | 25.7 | |
OAK Street Health Inc and Affiliates [Member] | Selling and Marketing Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock and Unit-based compensation expense | 0.8 | 2.5 | |||
OAK Street Health Inc and Affiliates [Member] | Cost of Care [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock and Unit-based compensation expense | 0.5 | 1.2 | |||
OAK Street Health Inc and Affiliates [Member] | Profits Interest Award [Member] | General and Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock and Unit-based compensation expense | 0 | 3.6 | 0 | 8.8 | |
OAK Street Health Inc and Affiliates [Member] | Restricted Stock Units (RSUs) | RSAs and Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock and Unit-based compensation expense | 38.7 | 25.7 | 121.9 | 25.7 | |
OAK Street Health Inc and Affiliates [Member] | Sponsors Exit Service-based Vesting [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock and Unit-based compensation expense | $ 29.2 | $ 18.2 | $ 87 | $ 18.2 | |
Common Stock [Member] | OAK Street Health Inc and Affiliates [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase of common stock shares | 62,575 | 62,575 | |||
Twenty Twenty Omnibus Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, number of shares available for issuance | 48,138,967 | ||||
Share-based compensation arrangement by share-based payment award, effective date | Aug. 5, 2020 | ||||
Twenty Twenty Employee Stock Purchase Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, number of shares available for issuance | 2,386,875 | ||||
Percentage increase in stock that can potentially occur related to ESPP | 1.00% | ||||
Share based compensation arrangement by share based payment award payroll deduction percentage on employee subscription | 15.00% | ||||
Share based compensation arrangement by share based payment award purchase price percentage applied on lower market price | 85.00% | ||||
Twenty Twenty Employee Stock Purchase Plan [Member] | Common Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase of common stock shares | 62,575 | ||||
Twenty Twenty Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, number of shares available for issuance | 30,000,000 |
Stock And Unit-Based Compensa_4
Stock And Unit-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 21.01 | |
Weighted Average Exercise Price, Granted | $ / shares | 59.83 | |
Weighted Average Exercise Price, Exercised | $ / shares | 21.02 | |
Weighted Average Exercise Price, Cancelled | $ / shares | 23.09 | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 21.87 | $ 21.01 |
Weighted Average Exercise Price, September 30, 2021 | $ / shares | $ 21 | |
OAK Street Health Inc and Affiliates [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options, Outstanding Beginning Balance | shares | 14,958,969 | |
Granted | shares | 336,526 | |
Exercised | shares | (222,203) | |
Cancelled | shares | (73,908) | |
Options, Outstanding Ending Balance | shares | 14,999,384 | 14,958,969 |
Options, Exercisable as of September 30, 2021 | shares | 4,462,330 | |
Weighted Average Contractual Term Remaining (in years) | 8 years 10 months 9 days | 9 years 7 months 6 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of September 30, 2021 | 8 years 10 months 6 days | |
Aggregate Intrinsic Value | $ | $ 600.6 | |
Aggregate Intrinsic Value | $ | 315.6 | $ 600.6 |
Aggregate Intrinsic Value, Option Exercisable as of Seotember 30, 2021 | $ | $ 96.1 |
Stock And Unit-Based Compensa_5
Stock And Unit-Based Compensation - Summary of Restricted Stock Awards (RSA) (Detail) - Restricted Stock Awards R S A | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | shares | 21,599,118 |
Vested | shares | (4,631,079) |
Canceled and forfeited | shares | (175,905) |
Ending balance | shares | 16,792,134 |
Beginning balance | $ / shares | $ 11.77 |
Vested | $ / shares | 2.76 |
Canceled and forfeited | $ / shares | 14.40 |
Ending balance | $ / shares | $ 14.23 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of VIE Assets and Liabilities and Performance for the Physician Groups (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||||
Total assets | $ 1,791 | $ 1,791 | $ 781 | ||
Total liabilities | 1,637.9 | 1,637.9 | 357.8 | ||
Total revenues | 388.7 | $ 217.9 | 1,038.5 | $ 634.1 | |
Cost of providing patient care in relation to revenue waived | 612.9 | 354.2 | |||
Total operating expenses | 498 | 273.3 | 1,311 | 726.8 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Total assets | 509.4 | 509.4 | 286.1 | ||
Total liabilities | 499.7 | 499.7 | $ 332.1 | ||
Total revenues | 386.4 | 213.9 | 1,031.3 | 622.7 | |
Total operating expenses | 345.3 | 167.9 | 894.6 | 483.5 | |
Variable Interest Entity, Primary Beneficiary [Member] | Medical Claims Expense [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cost of providing patient care in relation to revenue waived | 308.5 | 153.4 | 790.4 | 439.4 | |
Variable Interest Entity, Primary Beneficiary [Member] | Cost of Care, Excluding Depreciation and Amortization [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cost of providing patient care in relation to revenue waived | $ 36.8 | $ 14.5 | $ 104.2 | $ 44.1 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Related party transactions, medical claims expenses | $ 0 | $ 0.1 | $ 0.2 | $ 0.2 | ||
OAK Street Health Inc and Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Liability for unpaid claims | 442.3 | 257.2 | $ 442.3 | 257.2 | $ 262.1 | $ 170.6 |
Humana [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage Of Common Stock Hold By Related Parties | 5.00% | |||||
Humana [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Liability for unpaid claims | $ 97.8 | $ 97.8 | $ 78.5 | |||
Corporate Joint Venture [Member] | OAK Street Health Inc and Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment ownership percentage | 49.90% | |||||
Revenue from related parties | 2.7 | 7.5 | ||||
Due from related parties | $ 10 | |||||
Related party transactions, medical claims expenses | $ 1.9 | $ 6.4 | ||||
Liability for unpaid claims | $ 11.1 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transactions (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Assets: | |||||
Operating lease right-of-use assets | $ 0 | ||||
Liabilities: | |||||
Short-term operating lease liability | [1] | 12.5 | |||
Operating lease liabilities, noncurrent | 153 | ||||
Deferred rent | $ 13.5 | ||||
OAK Street Health Inc and Affiliates [Member] | |||||
Assets: | |||||
Other patient service receivables | 0.5 | 7.6 | |||
Capitated accounts receivables | 464 | 248.9 | |||
Other current assets | 11.1 | 4.2 | |||
Operating lease right-of-use assets | 145.9 | ||||
Liabilities: | |||||
Liability for unpaid claims | 442.3 | 262.1 | $ 257.2 | $ 170.6 | |
Other liabilities | 34 | 12.6 | |||
Operating lease liabilities, noncurrent | 153 | ||||
Deferred rent | 13.5 | ||||
Other long-term liabilities: | 39.7 | 28.8 | |||
Equity: | |||||
Additional paid-in capital | 977.6 | 971.8 | |||
OAK Street Health Inc and Affiliates [Member] | Humana [Member] | |||||
Assets: | |||||
Other patient service receivables | 0.1 | ||||
Capitated accounts receivables | 118.8 | 65.7 | |||
Other current assets | 5.9 | ||||
Operating lease right-of-use assets | 60.8 | ||||
Liabilities: | |||||
Liability for unpaid claims | 97.8 | 78.5 | |||
Short-term license fees | 5.3 | 0.6 | |||
Short-term contract liability | 5.4 | 4 | |||
Short-term operating lease liability | 5.9 | ||||
Operating lease liabilities, noncurrent | 56.6 | ||||
Deferred rent | 0.8 | ||||
Long-term license fees | 13.4 | 7.3 | |||
Long-term contract liability | 22.8 | 12.8 | |||
Equity: | |||||
Additional paid-in capital | $ 50 | $ 50 | |||
[1] | Included in other liabilities on the consolidated balance sheet |
Related Parties - Schedule of_2
Related Parties - Schedule of Related Party Transactions (Detail 1) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Performance obligations revenue recognised | $ 388.7 | $ 217.9 | $ 1,038.5 | $ 634.1 |
Expenses: | ||||
Medical claims expense | 612.9 | 354.2 | ||
Humana [Member] | ||||
Expenses: | ||||
Medical claims expense | 99.1 | 62.2 | 277.7 | 186 |
Cost of care: | ||||
License fee expense | 0.8 | 0.7 | 2.2 | 2 |
Rent expense | 2 | 0.8 | 4.9 | 1.9 |
Capitated Revenue [Member] | ||||
Related Party Transaction [Line Items] | ||||
Performance obligations revenue recognised | 376.7 | 211.8 | 1,014.6 | 616.4 |
Capitated Revenue [Member] | Humana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Performance obligations revenue recognised | 130.7 | 92.3 | 379.2 | 286.1 |
Other Patient Service Revenue [Member] | ||||
Related Party Transaction [Line Items] | ||||
Performance obligations revenue recognised | 12 | 6.1 | 23.9 | 17.7 |
Care Coordination Revenue Earned [Member] | Humana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Performance obligations revenue recognised | 1.5 | 0.8 | 3.8 | 2.2 |
Fee For Service Revenue [Member] | Humana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Performance obligations revenue recognised | $ 1.3 | $ 0 | $ 0.7 | $ 0.2 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Common Unit (Detail) - OAK Street Health Inc and Affiliates [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Numerator: | |||||
Net loss attributable to common stockholders/unitholders | $ (109.9) | $ (64.6) | $ (274.3) | $ (128.6) | |
Less: Net loss attributable to non-controlling interests | (0.6) | (0.1) | (3.5) | (0.5) | |
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO | (5.4) | (27.2) | |||
Net loss attributable to OSH Inc. stockholders | $ (109.3) | $ (33.4) | $ (270.8) | $ (33.4) | |
Denominator: | |||||
Weighted average common stock outstanding - basic and diluted | [1] | 223,435,698 | 218,261,866 | 221,932,624 | 218,261,866 |
Net loss per share – basic and diluted | $ (0.49) | $ (0.15) | $ (1.22) | $ (0.15) | |
IPO [Member] | |||||
Numerator: | |||||
Less: Net loss attributable to non-controlling interests | $ (25.7) | $ (67.5) | |||
Less: Undeclared and deemed dividends attributable to unitholders prior to restructuring as part of IPO | $ (5.4) | $ (27.2) | |||
[1] | Basic and diluted earnings per share of common stock is applicable only for periods after the Company's IPO that was completed on August 10, 2020 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit (Detail) - OAK Street Health Inc and Affiliates [Member] - shares | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Computation of diluted net loss per share | 43,754,909 | 37,304,169 | |
Stock Options [Member] | |||
Computation of diluted net loss per share | 14,999,384 | 14,921,281 | |
Convertible Senior Notes [Member] | |||
Computation of diluted net loss per share | [1] | 11,622,176 | |
Restricted Stock Units (RSUs) | |||
Computation of diluted net loss per share | 341,215 | 148,876 | |
Restricted Stock Awards R S A | |||
Computation of diluted net loss per share | 16,792,134 | 22,234,012 | |
[1] | The Company entered into capped call transactions to mitigate the impact of potential economic dilution to our common stock upon any conversion of our Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes up to a cap price of $138.8750 per share. See Note 8 for further details on the capped call transactions. |
Net Loss Per Share - Summary _3
Net Loss Per Share - Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Earnings Per Share [Abstract] | |
Conversion price cap initially equa | $ 138.8750 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Oct. 20, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Base purchase price | $ 1.4 | |
OAK Street Health Inc and Affiliates [Member] | RubiconMD [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Base purchase price | $ 130 | |
OAK Street Health Inc and Affiliates [Member] | RubiconMD [Member] | Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Business combination, contingent consideration | $ 60 |