Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 30 W. Monroe Street | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60603 | |
City Area Code | 844 | |
Local Phone Number | 871-5650 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | OSH | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 241,074,229 | |
Entity File Number | 001-39427 | |
Entity Tax Identification Number | 84-3446686 |
Consolidated Balance sheets
Consolidated Balance sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 108.4 | $ 104.7 |
Restricted cash | 16.9 | 15.7 |
Other receivables, net (Humana comprised $0.2 as of December 31, 2021) | 2.5 | 3.1 |
Capitated accounts receivable (Humana comprised $105.0 as of December 31, 2021) | 697 | 559.4 |
Marketable debt securities | 551.6 | 671.1 |
Prepaid expenses and other current assets | 15.2 | 14 |
Total current assets | 1,391.6 | 1,368 |
Property, plant and equipment, net | 166.5 | 144.8 |
Goodwill | 152.9 | 152.9 |
Intangible assets, net | 10.4 | 10.8 |
Operating lease right-of-use assets (Humana comprised $70.9 as of December 31, 2021) | 174.6 | 157.7 |
Other long-term assets | 7.2 | 6.9 |
Total assets | 1,903.2 | 1,841.1 |
Current liabilities: | ||
Accounts payable | 27.9 | 22.1 |
Accrued compensation and benefits | 49.3 | 41.7 |
Liability for unpaid claims (Humana comprised $99.1 as of December 31, 2021) | 635.9 | 556.3 |
Other liabilities (Humana comprised $19.3 as of December 31, 2021) | 62.8 | 44 |
Total current liabilities | 775.9 | 664.1 |
Long-term debt | 902.5 | 901.4 |
Long-term operating lease liabilities (Humana comprised $66.0 as of December 31, 2021) | 179.4 | 164.2 |
Other long-term liabilities (Humana comprised $43.1 as of December 31, 2021) | 47.8 | 55.4 |
Total liabilities | 1,905.6 | 1,785.1 |
Commitments and Contingencies (Note 10) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $0.001; 50,000,000 shares authorized as of March 31, 2022 and December 31, 2021; no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock, par value $0.001; 500,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 241,071,816 and 240,937,465 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 0.2 | 0.2 |
Additional paid-in capital (Humana comprised $50.0 as of December 31, 2021) | 1,058.6 | 1,017.9 |
Accumulated other comprehensive loss | (4.4) | (1.4) |
Accumulated deficit | (1,061.8) | (965.3) |
Total stockholders' equity allocated to Oak Street Health, Inc. | (7.4) | 51.4 |
Non-controlling interests | 5 | 4.6 |
Total stockholders' equity | (2.4) | 56 |
Total liabilities and equity | $ 1,903.2 | $ 1,841.1 |
Consolidated Balance sheets (Pa
Consolidated Balance sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Other receivables, net (Humana comprised $0.2 as of December 31, 2021) | $ 2.5 | $ 3.1 |
Capitated accounts receivable (Humana comprised $105.0 as of December 31, 2021) | 697 | 559.4 |
Operating lease right-of-use assets (Humana comprised $70.9 as of December 31, 2021) | 174.6 | 157.7 |
Liability for unpaid claims (Humana comprised $99.1 as of December 31, 2021) | 635.9 | 556.3 |
Other liabilities (Humana comprised $19.3 as of December 31, 2021) | 62.8 | 44 |
Long-term operating lease liabilities (Humana comprised $66.0 as of December 31, 2021) | 179.4 | 164.2 |
Other long-term liabilities (Humana comprised $43.1 as of December 31, 2021) | $ 47.8 | $ 55.4 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 241,071,816 | 240,937,465 |
Common stock, shares outstanding | 241,071,816 | 240,937,465 |
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 as of December 31, 2021) | $ 1,058.6 | $ 1,017.9 |
Humana [Member] | ||
Other receivables, net (Humana comprised $0.2 as of December 31, 2021) | 0.2 | |
Capitated accounts receivable (Humana comprised $105.0 as of December 31, 2021) | 105 | |
Operating lease right-of-use assets (Humana comprised $70.9 as of December 31, 2021) | 70.9 | |
Liability for unpaid claims (Humana comprised $99.1 as of December 31, 2021) | 99.1 | |
Other liabilities (Humana comprised $19.3 as of December 31, 2021) | 19.3 | |
Long-term operating lease liabilities (Humana comprised $66.0 as of December 31, 2021) | 66 | |
Other long-term liabilities (Humana comprised $43.1 as of December 31, 2021) | 43.1 | |
Additional paid-in capital (Humana comprised $50.0 as of December 31, 2021) | $ 50 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenues | $ 513.8 | $ 296.7 |
Operating expenses | ||
Medical claims expense (Humana comprised $73.0 for the three-months ended March 31, 2021) | 379.4 | 199.7 |
Cost of care, excluding depreciation and amortization (Humana comprised $2.0 for the three-months ended March 31, 2021) | 95.2 | 60.3 |
Sales and marketing | 33.8 | 24.1 |
Corporate, general and administrative | 88.7 | 73.1 |
Depreciation and amortization | 7.8 | 3.3 |
Total operating expenses | 604.9 | 360.5 |
Loss from operations | (91.1) | (63.8) |
Other income (expense) | ||
Interest expense, net | (0.6) | (0.2) |
Other | (5) | |
Total other income (expense) | (5.6) | (0.2) |
Net loss | (96.7) | (64) |
Net loss attributable to non-controlling interests | 0.2 | 0.6 |
Net loss attributable to Oak Street Health, Inc. | $ (96.5) | $ (63.4) |
Weighted average shares outstanding-basic and diluted | 225,645,420 | 220,736,845 |
Net loss per common share - basic and diluted | $ (0.43) | $ (0.29) |
Capitated Revenue [Member] | ||
Total revenues | $ 506.1 | $ 291.2 |
Other Revenue [Member] | ||
Total revenues | $ 7.7 | $ 5.5 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Total revenues | $ 296.7 |
Medical Claims Expenses [Member] | Humana [Member] | |
Cost of providing patient care in relation to revenue waived | 73 |
Cost of Care [Member] | Humana [Member] | |
Cost of providing patient care in relation to revenue waived | 2 |
Capitated Revenue [Member] | |
Total revenues | 291.2 |
Capitated Revenue [Member] | Humana [Member] | |
Total revenues | 121.4 |
Other Revenue [Member] | |
Total revenues | 5.5 |
Other Revenue [Member] | Humana [Member] | |
Total revenues | $ 1.2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (96.7) | $ (64) |
Other comprehensive (loss) income, net of tax | ||
Net unrealized (loss) gain on marketable debt securities, net of tax | (3) | |
Comprehensive (loss) income | (99.7) | (64) |
Less: Comprehensive loss attributable to non-controlling interests | 0.2 | 0.6 |
Comprehensive loss attributable to Oak Street Health, Inc. common shareholders | $ (99.5) | $ (63.4) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity/Members' (Deficit) - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] |
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) | 17,864 | |||||
Issuance of common stock upon exercise of options | $ 1.2 | 1.2 | ||||
Issuance of common stock upon exercise of options, ( in shares) | 53,307 | 53,307 | ||||
Forfeitures | $ (0.1) | (0.1) | ||||
Forfeitures (In Shares) | (25,582) | (43,447) | ||||
Stock compensation expense | $ 42.4 | 42.4 | ||||
Payments to non-controlling interest | (1.1) | (1.1) | ||||
Net loss | (64) | (63.4) | (0.6) | |||
Ending balance at Mar. 31, 2021 | 278 | $ 0.2 | 891.7 | (619.2) | 5.3 | |
Ending balance (In Shares) at Mar. 31, 2021 | 240,784,438 | |||||
Beginning balance at Dec. 31, 2021 | 56 | $ 0.2 | 1,017.9 | (965.3) | $ (1.4) | 4.6 |
Beginning balance (In Shares) at Dec. 31, 2021 | 240,937,465 | |||||
Issuance of common stock under the employee stock purchase plan | 1.8 | $ 0 | 1.8 | |||
Issuance of common stock under the employee stock purchase plan, (in shares) | 63,284 | |||||
Issuance of common stock upon vesting of restricted stock units, (in shares) | 49,395 | |||||
Issuance of common stock upon exercise of options | $ 2.2 | $ 0 | 2.2 | |||
Issuance of common stock upon exercise of options, ( in shares) | 116,539 | 116,539 | ||||
Forfeitures | $ (1.2) | (1.2) | ||||
Forfeitures (In Shares) | (70,612) | (88,446) | ||||
Shares withheld related to net share restettlement of stock based awards | $ 0 | |||||
Shares withheld related to net share settlement of stock-based awards, (in shares) | (6,421) | |||||
Stock compensation expense | $ 40.6 | 40.6 | ||||
Purchase of joint venture minority shares interest | (2.1) | (2.7) | 0.6 | |||
Net unrealized loss on short-term marketable debt securities | (3) | (3) | ||||
Net loss | (96.7) | (96.5) | (0.2) | |||
Ending balance at Mar. 31, 2022 | $ (2.4) | $ 0.2 | $ 1,058.6 | $ (1,061.8) | $ (4.4) | $ 5 |
Ending balance (In Shares) at Mar. 31, 2022 | 241,071,816 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (96.7) | $ (64) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value adjustment to contingent consideration | 5 | |
Depreciation and amortization | 7.8 | 3.3 |
Amortization of discount on debt and related issuance costs | 1.1 | 0.2 |
Accretion of discounts and amortization of premiums on marketable debt securities | 2.3 | |
Share-based compensation expense, net of forfeitures | 39.4 | 42.3 |
Non-cash operating lease costs | 5 | 3.5 |
Changes in assets and liabilities: | ||
Accounts receivable | (136.9) | (38.2) |
Other assets | (1.6) | (0.9) |
Accounts payable and accrued compensation and benefits | 4.3 | 8.9 |
Liability for unpaid claims | 79.6 | 12.5 |
Operating lease liabilities | (4.5) | (3) |
Other liabilities | 4 | 6.6 |
Net cash used in operating activities | (91.2) | (28.8) |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of marketable debt securities | 288.2 | |
Purchases of marketable debt securities | (174.2) | |
Purchase of business, net of cash acquired | (1) | |
Purchases of property and equipment | (19.8) | (7.8) |
Net cash provided by (used in) investing activities | 94.2 | (8.8) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible senior notes, net | 898.2 | |
Purchase of capped calls | (123.6) | |
Distributions to non-controlling interests | (1.1) | |
Proceeds from exercise of options | 2.2 | 1.2 |
Proceeds from issuance of common stock under the employee purchase plan | 1.8 | |
Purchase of joint venture minority interest | (2.1) | |
Net cash provided by financing activities | 1.9 | 774.7 |
Net increase in cash, cash equivalents and restricted cash | 4.9 | 737.1 |
Cash, cash equivalents and restricted cash at beginning of the period | 120.4 | 419.7 |
Cash, cash equivalents and restricted cash at end of the period | 125.3 | 1,156.8 |
Supplemental disclosure of cash flow information | ||
Unpaid debt offering costs in accounts payable and accrued liabilities | 0.3 | |
Additions to construction in process funded through accounts payable | $ 9.2 | $ 0.6 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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 an innovative community outreach approach. Once patients are engaged, the Company integrates population health analytics, social support services and primary care into the care model to drive improved outcomes. The Company contracts with health plans to generate medical costs savings and realize a return on its investment in primary care. As of March 31, 2022, the Company operated 140 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, 2021 in the Company’s 2021 Form 10-K filed with the SEC on February 28, 2022. 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-months ended March 31, 2022, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for any other interim period or the full year ending December 31, 2022. 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.” For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net loss (gain) attributable to non-controlling interests” in the consolidated statements of operations. Intercompany balances and transactions have been eliminated in consolidation. In addition, Oak Street Health owns the majority interest in two joint ventures: OSH-PCJ Joliet, LLC and OSH-RI, LLC, which are consolidated in the Company’s financial statements. In January 2022, the Company paid its former joint venture partner, Evangelical Services Corporation (“ESC”), $2.1 million to acquire their 49.9% ownership in OSH-ESC Joint Venture, LLC. As such, OSH owns 100% of this entity as of March 31, 2022, and the joint venture was effectively dissolved. 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-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 Even as the COVID-19 pandemic subsides, disruptions caused by the pandemic, including labor shortages and inflationary pressures, may continue and could, in turn, have a negative impact on the Company. Further, recurring COVID-19 outbreaks, including outbreaks caused by different virus variants, could have the potential to impact the Company and its future results of operations, cash flows and financial position. Over 98% of our total revenues are recurring, consisting of fixed monthly per-patient-per-month capitation payments we receive from Medicare Advantage plans. On March 27, 2020, the United States President signed into law the Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”) which provides economic assistance to a wide array of industries, including healthcare. This legislation did not have a material impact on our financial statements as of and for the quarter ended March 31, 2022. Refer to our 2021 Form 10-K for details on the prior year impact of the legislation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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, 2021 included in its 2021 Form 10-K. During the three months ended March 31, 2022, there were no significant changes to those accounting policies, other than the below and those policies impacted by the new accounting pronouncements adopted during the period and further described below. Stock-based compensation The Company accounts for stock-based compensation as an expense in the statements of operations based on the awards' grant date fair values. The Company estimates the fair value of options with service conditions granted using the Black-Scholes option pricing model. Stock options that include service and performance conditions are valued at their grant date using the Black-Scholes model and estimates regarding the probability of achieving the performance metrics. The Black-Scholes option pricing model requires inputs based on certain assumptions, including (a) the fair value per share of the Company's common stock (b) the expected stock price volatility, (c) the expected term of the award, (d) the risk-free interest rate and (e) expected dividends. The fair value of stock-based payments is recognized as compensation expense, net of actual forfeitures, over the requisite service period, which is generally the vesting period, with the exception of the fair value of stock-based payments for awards that include service and performance conditions which is recognized as compensation expense over the requisite service period as achievement of the performance objective becomes probable. The Company issued certain performance stock options (“PSOs”) during the first quarter of 2022, that vest based on the satisfaction of certain service and performance-based conditions. The Company estimates compensation expense based on the grant date fair value of the awards and recognizes the expense on a graded vesting basis over the vesting period of the awards. Compensation expense for these awards is recognized only if the Company has determined that it is probable that the performance condition will be met. The Company reassesses the probability of vesting at each reporting period and adjusts compensation expense based on its probability assessment. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers In November 2021, the FASB issued ASU 2021-10 , Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied prospectively or retrospectively. We have adopted ASU 2021-10 as of January 1, 2022 using the pros pective method. This adoption did not have a material impact on our consolidated financial statements or notes to the consolidated financial statements . |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Revenue Recognition | NOTE 3. REVENUE RECOGNITION The Company earns revenue from our capitated arrangements with health plan payers and other revenue arrangements. Other revenue is comprised of ancillary fees earned under contracts with certain managed care organizations for the provision of certain care coordination and care management services; license subscription and fees; and fee for service revenue. Both our capitated and fee-for-service revenue generally relate to contracts with patients in which our performance obligation is to provide and/or manage healthcare services to the patients. Revenues are recorded during the period our obligations to provide healthcare services are satisfied as noted below within each service type. Our care coordination services include a single performance obligation to stand ready to provide care coordination services to patients, which constitutes a series of distinct service increments. Payments received are recognized in other revenue ratably over the length of contract terms and are refundable on a pro-rata basis to Humana if the Company ceases to provide services at the centers within the length of the term specified in the contracts. Under our care management services, we have a single performance to stand ready to provide care management services, which constitutes a series of distinct service increments. The Company acquired RubiconMD Holdings, Inc. (“RMD”) on October 20, 2021. RMD is a healthcare technology firm specializing in an online eConsult platform which enables primary care providers to easily access same-day insights from top specialists in order to provide better care for the patients. RMD generates revenue through subscription licenses to access the eConsult platform, as well as providing integration, training and other ad-hoc services. We have identified the performance obligation to be standing ready to provide access to the eConsult platform. Subscription license revenue is recognized when the performance obligation is met over time by either the straight-line method or when services are performed over the terms of the applicable contract. RMD also provides services to assist customers with initial usage and training of the platform. These services are typically provided for a fixed fee and do not have a variable component. We identified the performance obligation is to provide the other professional services, which is typically achieved over time. Capitated Revenue and Accounts Receivable The Company had capitated agreements in place with the payors listed below, and the capitated revenue balances by payor for each period presented were as follows: For the Three-Months Ended March 31, 2022 March 31, 2021 Humana 32 % 42 % Wellcare/Meridian 16 % 18 % Cigna-HealthSpring 7 % 10 % Other 45 % 30 % Medicare Part D comprised 2% of capitated revenues for the three-months ended March 31, 2022 and 2021, and 2% and 3% of medical claims expense for the three-months ended March 31, 2022 and 2021, respectively. For the three-months ended March 31, 2022 and 2021, respectively, we estimate that we will receive an additional $49.2 million and $32.2 million for acuity-related adjustments to be received in subsequent periods. Under our capitated agreements, we receive a fixed fee per patient, per month (“PPPM”) for services. no material PPPM adjustments related to performance incentives or penalties for quality-related metrics for the three-months ended March 31, 2022 and 2021 . Other Revenue The composition of other revenue for each period was as follows ($ in millions): For the Three-Months Ended March 31, 2022 March 31, 2021 Care coordination and care management $ 1.7 $ 3.9 License subscription and other fees 3.1 0.0 Fee for service 2.9 1.6 Total other patient service revenue $ 7.7 $ 5.5 As of and December 31, 2021, the Company’s contract liabilities related to care-coordination payments totaled $35.3 million and $33.9 million, respectively. The short-term portion is recorded in other liabilities and the long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheets. As of March 31, 2022 and December 31, 2021, we recorded $6.4 million and $6.2 million of short-term contract liabilities, respectively, and $28.9 million and $27.7 million of long-term contract liabilities, respectively. |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | Note 4. Fair Value MEASUREMENTS AND INVESTMENTS Fair Value Measurements In determining the fair value of financial assets and liabilities, the Company utilizes market data or other assumptions that it believes market participants would use in pricing the asset or liability in the principal or most advantageous market and adjusts for non-performance and/or other risks associated with the Company as well as counterparties, as appropriate. Assets and liabilities m easured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date: Level 1 – Valuations based on unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date. Level 2 – Valuations with inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Valuations with unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table presents information about the Company’s financial assets measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of March 31, 2022 using: Fair Value Measurements as of December 31, 2021 using: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Marketable debt securities: Commercial paper $ 111.2 $ - $ - $ 120.8 $ - $ - U.S. Treasury obligations - 25.9 - - 26.0 - Corporate bonds - 307.7 - - 412.3 - Asset-backed securities - 88.3 - - 99.2 - Other - 18.5 - - 12.8 - Total financial assets $ 111.2 $ 440.4 $ - $ 120.8 $ 550.3 $ - Liabilities: Convertible senior notes $ - $ 733.7 $ - $ - $ 752.7 $ - Contingent consideration - - 26.3 - - 21.8 Total liabilities $ - $ 733.7 $ 26.3 $ - $ 752.7 $ 21.8 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. During the three-months ended March 31, 2022, 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. In connection with the acquisition of RMD on October 20, 2021, the Company recorded a contingent consideration liability of $21.8 million included within other liabilities and other long-term liabilities on the consolidated balance sheets payable upon the achievement of a certain internal volumes in the year following the acquisition. The Company may be obligated to pay contingent consideration up to a maximum earn-out of $60 million during the fiscal year 2022 or 2023. We recorded the contingent consideration at fair value at the date of the acquisition by calculating the present value of the probability weighted consideration expected to be transferred. The key unobservable inputs used to determine the fair value are the probabilities of achieving the stated objectives. The Company assesses the fair value of the contingent consideration liability at each reporting period. Any subsequent changes in the estimated fair value of the liability are recorded in other expenses/ income on the consolidated statements of operations. For the three-months ended March 31, 2022, the Company recorded an expense of $4.5 million within other expenses as result of an increase in probabilities of achieving the stated objectives. Contingent consideration related to the RMD acquisition is classified within Level 3 of the fair value hierarchy. See Note 5 to the Notes to Consolidated Financial Statements included in our 2021 Form 10-K for additional information on the acquisition of RMD. Investments At March 31, 2022 and December 31, 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): As of March 31, 2022 As of December 31, 2021 Amortized cost Net unrealized gains (losses) Fair value Amortized cost Net unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 111.4 $ (0.2 ) $ 111.2 $ 120.9 $ (0.1 ) $ 120.8 U.S. Treasury obligations 26.0 (0.1 ) 25.9 26.0 - 26.0 Corporate bonds 310.0 (2.3 ) 307.7 413.4 (1.1 ) 412.3 Asset-backed securities 88.6 (0.3 ) 88.3 99.4 (0.2 ) 99.2 Other 18.6 (0.1 ) 18.5 12.8 - 12.8 Total marketable debt securities $ 554.6 $ (3.0 ) $ 551.6 $ 672.5 $ (1.4 ) $ 671.1 These investments in marketable debt securities carry maturity dates between less than one and five years from date of purchase. The net realized gains and losses were immaterial during the three-months ended March 31, 2022. We do not intend to sell these investments, and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis. We did not record an allowance for credit losses as of March 31, 2022 December 31, 2021 |
Business Combinations, Goodwill
Business Combinations, Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations Goodwill And Intangible Assets [Abstract] | |
Business Combinations, Goodwill and Intangible Assets | NOTE 5. BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $152.9 million at both March 31, 2022 and December 31, 2021. Intangible assets with finite useful lives continue to be amortized straight-line over their useful lives. Net intangible assets amounted to $10.4 The remaining weighted average amortization period of finite-lived intangibles assets is 6.3 years. The remaining estimated future amortization expense by year, as of March 31, 2022, is presented in the following table: (in millions) 2022 $ 1.3 2023 1.7 2024 1.7 2025 1.7 2026 1.7 Thereafter 2.3 Estimated aggregate future intangible asset amortization $ 10.4 During the three-months ended March 31, 2022, we made no adjustments to our preliminary allocation of the purchase consideration for the acquisition of RMD. As of March 31, 2022, the purchase price allocation is considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | NOTE 6. LEASES For the three-months ended March 31, 2022 and 2021 we recorded variable lease costs of $6.0 million and $4.9 million, respectively, and operating leases costs of $7.0 million and $4.5 million, respectively. The Company entered into new operating leases that resulted in $22.7 million and $7.6 million of right-of-use assets in exchange for operating lease obligations for the three-months ended March 31, 2022 and March 31, 2021, respectively The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: March 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) 9.6 9.9 Weighted-average discount rate 4.12 % 4.17 % The table below presents the future minimum lease payments under the noncancelable operating leases as of March 31, 2022 ($ in millions): (in millions) 2022 $ 21.6 2023 28.5 2024 26.5 2025 23.5 2026 23.4 2027 23.6 Thereafter 99.6 Total lease payments $ 246.7 Less: imputed interest (50.0 ) Total operating lease liabilities $ 196.7 Reported as: Operating lease liabilities, current (1) 17.3 Long- term operating lease liabilities 179.4 Total operating lease liabilities $ 196.7 (1) Included in other liabilities on the consolidated balance sheet |
Liability For Unpaid Claims
Liability For Unpaid Claims | 3 Months Ended |
Mar. 31, 2022 | |
Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract] | |
Liability For Unpaid Claims | NOTE 7. LIABILITY FOR UNPAID CLAIMS Activity within liabilities for unpaid claims was as follows for the three-months ended March 31, 2022 and 2021 ($ in millions): March 31, 2022 March 31, 2021 Balance, beginning of period $ 556.3 $ 262.1 Incurred health care costs: Current year 377.7 192.3 Prior years 0.8 6.6 Total claims incurred $ 378.5 $ 198.9 Claims paid: Current year (32.2 ) (20.6 ) Prior years (268.0 ) (165.5 ) Total claims paid $ (300.2 ) $ (186.1 ) Adjustments to other claims-related liabilities 1.3 (0.3 ) Balance, end of period $ 635.9 $ 274.6 We assess the profitability of our managed care capitation arrangements 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 March 31, 2022 and December 31, 2021. |
Long- Term Debt
Long- Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
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. The Convertible Senior Notes are convertible into shares of our common stock at an initial conversion rate of 12.6328 shares per $1,000 principal amount of the Convertible Senior Notes, which represents an initial conversion price of approximately $79.16 per share, subject to adjustments upon occurrence of certain events set forth in the Indenture. The Convertible Senior Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2025, only under the following circumstances: • during any calendar quarter ending after June 30, 2021, if our closing stock price is greater than or equal to 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) of the last 30 consecutive trading days of the immediately preceding calendar quarter; • during the five business day period after any 10 consecutive trading day period in which the trading price (as defined in the Indenture) is less than 98% of the product of the closing price of our common stock and the conversion rate for the Notes on each such trading day; • if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; and • upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Senior Notes may convert all or any portion of their Convertible Senior Notes at any time, regardless of the circumstances applicable to conversions prior to December 15, 2025. We may not redeem the Convertible Senior Notes prior to March 20, 2024. On or after March 20, 2024, the Convertible Senior Notes are redeemable for cash, in whole or in part (subject to minimum redemption amounts), at our option at any time, and from time to time, if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If the Company redeems less than all the outstanding Convertible Senior Notes, at least $150 million aggregate principal amount of Convertible Senior Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for the Convertible Senior Notes. Capped Call Transactions Concurrently 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”) to mitigate the impact of potential economic dilution to our common stock upon conversion of the Convertible Senior Notes. The capped calls were purchased for $123.6 million from the net proceeds from the issuance of the Convertible Senior Notes and have an initial strike price of approximately $79.16 per share, which corresponds to the initial conversion price of the Convertible Senior Notes. The capped call transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the Convertible Senior Notes. The capped call transactions are expected to offset the potential dilution to the Company’s common stock upon any conversion of Convertible Senior Notes, with such reduction and/or offset subject to a cap initially equal to $ 138.8750 per share. The capped call transactions will expire on March 12, 2026. The capped call transactions are separate transactions and are not part of the terms of the Convertible Senior Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 11,622,176 shares of the Company’s common stock. The capped call transactions are subject to either adjustment or termination upon the occurrence of specified extraordinary and disruption events affecting the Company The Convertible Senior Notes and capped call transactions consisted of the following balances reported in the consolidated balance sheets as of March 31, 2022 and December 31, 2021 ($ in millions): March 31, 2022 December 31, 2021 Liability component: Principal $ 920.0 $ 920.0 Less: debt issuance costs, net of amortization 17.5 18.6 Net carrying amount $ 902.5 $ 901.4 Equity component recorded at issuance: Capped call transactions $ 123.6 $ 123.6 The Company recognized $1.1 million and $0.2 million related to the amortization of debt issuance and offering costs in interest expense, net on the consolidated statements of operations related to the Convertible Senior Notes for the three-months ended March 31, 2022 and 2021, respectively. The effective interest rate for both periods was 0.49%. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | NOTE 9. STOCK-BASED COMPENSATION 2020 Omnibus Incentive Plan On August 5, 2020, the Company’s Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan,”). Under the 2020 Plan, employees, consultants and directors of the Company and our affiliates that perform services for us are eligible to receive awards. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSAs”), performance awards, other share-based awards (including restricted stock units (“RSUs”)) and other cash-based awards. The maximum number of shares available for issuance under the 2020 Plan may not exceed the sum of (i) 33,473,410 shares and (ii) 21,888,258 shares issued pursuant to restricted shares and the aggregate number of shares that may be issued pursuant to rights granted under the ESPP may not exceed 2,386,875 shares, subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization Stock Options Activity, excluding PSOs Stock options granted by the Company generally vest over four years with 25% of the option shares vesting each year. Options generally expire ten years from the date of the grant. The following is a summary of stock option activity, excluding PSOs, as of and for the three-months ended March 31, 2022 and 2021 ($ 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 305,505 59.63 Exercised (53,307 ) 21.00 Forfeited (25,582 ) 21.07 Outstanding, March 31, 2021 15,185,585 $ 21.79 9.36 $ 494.9 Outstanding, December 31, 2021 14,945,566 $ 21.89 8.61 $ 177.2 Granted 1,591,865 15.75 Exercised (116,539 ) 21.14 Forfeited (70,612 ) 23.30 Outstanding, March 31, 2022 16,350,280 $ 21.29 8.51 $ 102.5 Exercisable, March 31, 2022 5,768,154 $ 21.50 8.35 $ 33.5 The aggregate intrinsic value of options exercised in the three-months ended March 31, 2022 and 2021 was $(1.6) million and $1.8 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the option and the closing price of the Company’s common stock on the date of exercise. The fair value of options granted for the three-months ended March 31, 2022 and 2021 was $12.5 million and $8.8 Performance Stock Options Activity In February 2022, the Company granted PSOs to certain of its executives, with 50% of the option shares vesting at the end of year two and the remaining 50% of the option shares vesting at the end of year three, subject in each case to the satisfaction of certain performance-based conditions. The PSOs generally expire ten years from the date of the grant. No PSOs were exercised during the three-months ended March 31, 2022, as none have yet vested. The fair value of performance stock options granted for the three-months ended March 31, 2022 was $25.8 million. The following is a summary of PSO activity as of and for the three-months ended March 31, 2022 ($ in millions): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2021 - $ - - $ - Granted 3,300,505 15.75 - - Vested - - - - Forfeited - - - - Outstanding, March 31, 2022 3,300,505 $ 15.75 9.89 $ 36.7 Exercisable, March 31, 2022 - $ - - $ - RSA Activity The RSAs were granted as part of the pre-IPO conversion. The following is a summary of RSA transactions as of and for the three-months ended March 31, 2022 and 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 21,599,118 $ 11.77 Granted - - Vested (1,701,267 ) 1.50 Forfeited (43,447 ) 14.05 Unvested, March 31, 2021 19,854,404 $ 12.65 Unvested, December 31, 2021 16,090,990 $ 14.71 Granted - - Vested (1,035,910 ) 1.91 Forfeited (88,446 ) 17.16 Unvested, March 31, 2022 14,966,634 $ 15.58 RSU Activity RSUs granted generally vest ratably over four years. The following is a summary of RSU transactions as of and for the three- months ended March 31, 2022 and 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 216,804 $ 32.21 Granted 182,272 59.63 Vested (17,864 ) 50.46 Forfeited (6,130 ) 21.52 Outstanding, March 31, 2021 375,082 $ 44.84 Unvested, December 31, 2021 476,628 $ 47.30 Granted 1,929,327 15.75 Vested (49,395 ) 58.39 Forfeited (11,188 ) 36.49 Unvested, March 31, 2022 2,345,372 $ 21.02 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 our 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. In no event will more than 30,000,000 shares of our common stock be available for issuance under the ESPP. Each offering period will be approximately six months in duration commencing on January and July 1 of each year and terminating on June 30 or December 31. The ESPP allows participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the grant date or purchase date. No shares of common stock have been purchased under our ESPP during the three-months ended March 31, 2022. Stock-Based Compensation Expense The following table is a summary of stock-based compensation expense by function (in millions): For the Three-Months Ended (dollars in millions) March 31, 2022 March 31, 2021 Cost of care, excluding depreciation and amortization $ 0.6 $ 0.3 Sales and marketing 0.6 0.8 Corporate, general and administrative 38.2 41.2 Total $ 39.4 $ 42.3 As of March 31, 2022 and 2021, the Company had approximately $153.3 million and $251.1 million, respectively, in unrecognized compensation expense related to all non-vested awards (RSAs, options, PSOs and RSUs) that will be recognized over the weighted-average period of 1.50 and 1.49 years, respectively. Valuation of Stock Options, excluding PSOs The grant date fair value of stock options that were granted post-IPO was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: March 31, 2022 March 31, 2021 Risk-free interest rate 1.86 % 0.79 % Volatility 50.00 % 50.00 % Expected term to expiration (years) 6.25 6.25 Expected dividend yield 0.00 % 0.00 % Estimated fair value $ 7.86 $ 28.69 Valuation of Performance Stock Options The grant date fair value of PSOs was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: March 31, 2022 Risk-free interest rate 1.86 % Volatility 50.00 % Expected term to expiration (years) 6.18 Expected dividend yield 0.00 % Estimated fair value $ 7.82 The valuation assumptions were determined as follows: Fair Value of Common Stock The fair value of the Company’s common stock is determined by the closing price, on the date before the grant, of its common stock, which is traded on the NYSE. Expected Term We determine the expected term of awards using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. Expected Volatility We use an average historical stock price volatility of a peer group of comparable publicly traded healthcare companies representative of our expected future stock price volatility, as we do not have sufficient trading history for our common stock. For purposes of identifying these peer companies, we consider the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, we measure historical volatility over a period equivalent to the expected term. Risk-Free Interest Rate The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with maturities similar to the expected term of the award. Expected Dividend Yield We have not paid and do not anticipate paying any dividends in the foreseeable future. Accordingly, we estimate the dividend yield to be zero. |
Commitments - Litigation And Co
Commitments - Litigation And Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments Litigation And Contingencies | NOTE 10. COMMITMENTS – LITIGATION AND CONTINGENCIES Contingencies The Company is presently, and from time to time, subject to various claims and lawsuits arising in the normal course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position or results of operations. Uncertainties The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statues and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. On November 1, 2021, the Company received a civil investigative demand (“CID”) from the United States Department of Justice. According to the CID, the Department of Justice is investigating whether the Company may have violated the False Claims Act, 31 U.S.C. §§ 3729-3722. The CID requests certain documents and information related to the Company’s relationships with third-party marketing agents and related to the Company’s provision of free transportation to federal health care beneficiaries and requests information and documents related to such matters. We are cooperating with the Department of Justice in response to the CID. We are currently unable to predict the outcome of this investigation or whether litigation is probable. Regardless of the outcome, this inquiry has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources and other factors. On January 10, 2022, Reginald T. Allison, individually and on behalf of all others similarly situated, filed a putative class action lawsuit against the Company, Michael Pykosz, our CEO and Timothy Cook, our CFO in the United States District Court for the Northern District of Illinois (Case No. 1:22-cv-00149). The complaint alleges that the Company and these executive officers made false and/or misleading statements and failed to disclose material adverse facts about its business, operations and prospects in 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 | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | NOTE 11. VARIABLE INTEREST ENTITIES The Physician Groups (as defined in our 2021 Form 10-K) were established to employ healthcare providers, contract with managed care payors and to deliver healthcare services to patients in the markets that the Company serves. The Company evaluated whether it has a variable interest in the Physician Groups, whether the Physician Groups are VIEs and whether the Company has a controlling financial interest in the Physician Groups. The Company concluded that it has variable interests in the Physician Groups on the basis of its Administrative Service Agreement (“ASA”) which provides for reimbursement of costs and a management fee payable to the Company from the Physician Groups in exchange for providing management and administrative services which creates risks and a potential return to the Company. The Physician Group’s equity at risk, as defined by U.S. GAAP, is insufficient to finance its activities without additional support, and, therefore, the Physician Groups are considered VIEs. The table below illustrates the VIE assets and liabilities and performance for the Physician Groups as of and for the periods ended ($ in millions): March 31, 2022 December 31, 2021 Total assets $ 718.2 $ 596.2 Total liabilities 642.5 564.4 For the Three-Months Ended March 31, 2022 March 31, 2021 Total revenues $ 511.4 $ 294.3 Medical claims expense 378.5 198.9 Cost of care 47.6 32.9 Total operating expenses $ 426.1 $ 231.8 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 | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 12. RELATED PARTIES Humana held over 5% of our common stock until December 31, 2021. Additionally, a Humana representative served on our Board of Directors from 2019 until his retirement, effective September 7, 2021. Humana no longer has a representative on the Board of Directors as of September 7, 2021. Humana is no longer a related party for the year ending December 31, 2022, and as such the Company has included prior year transaction amounts only on the consolidated balance sheet and consolidated statements of operations. During the year ended December 31, 2021, our related party transactions with Humana included capitated managed care contracts which resulted in capitated revenue and related receivables. Within the Company’s other revenue, revenues from Humana were included in both fee-for-service revenue and care coordination and care management revenue. The receivable associated with the fee-for-service revenue was recorded in other receivables. The unearned portion of the care coordination payments was recorded as a contract liability in both the current and long-term other liabilities accounts. The Company also incurred medical claims expense related to the Humana payor contracts which are included in medical claims expense. Related unpaid claims were included in the liability for unpaid claims financial statement caption. The Humana Alliance Provision contains an arrangement for a license fee that is payable by the Company to Humana for the Company’s provision of health care services in certain centers owned or leased by Humana. The license fee is a reimbursement to Humana for its costs of owning or leasing and maintaining the centers, including rental payments, center maintenance or repair expenses, equipment expenses, special assessments, cost of upgrades, taxes, leasehold improvements and other expenses identified by Humana and was included in cost of care expenses, excluding depreciation and amortization in the consolidated statements of operations. The Company also pays Humana rent for the centers we lease from them. Related liabilities associated with this arrangement were recorded within other liabilities on the consolidated balance sheet. We will continue to have these transaction types with Humana during the year ended December 31, 2022, however, they are no longer considered related party transactions. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
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-months ended March 31, 2022 and 2021: For the Three-Months Ended March 31, 2022 March 31, 2021 Numerator: Net loss $ (96.7 ) $ (64.0 ) Less: Net loss attributable to non-controlling interests (0.2 ) (0.6 ) Net loss attributable to OSH Inc. stockholders (96.5 ) (63.4 ) Denominator: Weighted average common stock outstanding - basic and diluted 225,645,420 220,736,845 Net loss per share – basic and diluted $ (0.43 ) $ (0.29 ) 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 For the Three-Months Ended March 31, 2022 March 31, 2021 Stock options 19,650,785 15,185,585 RSUs 2,345,372 375,082 RSAs 14,966,634 19,854,404 Convertible Senior Notes * 11,622,176 * 11,622,176 48,584,967 47,037,247 *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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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, 2021 in the Company’s 2021 Form 10-K filed with the SEC on February 28, 2022. 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-months ended March 31, 2022, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for any other interim period or the full year ending December 31, 2022. 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.” For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the non-controlling interests is reported as “Net loss (gain) attributable to non-controlling interests” in the consolidated statements of operations. Intercompany balances and transactions have been eliminated in consolidation. In addition, Oak Street Health owns the majority interest in two joint ventures: OSH-PCJ Joliet, LLC and OSH-RI, LLC, which are consolidated in the Company’s financial statements. In January 2022, the Company paid its former joint venture partner, Evangelical Services Corporation (“ESC”), $2.1 million to acquire their 49.9% ownership in OSH-ESC Joint Venture, LLC. As such, OSH owns 100% of this entity as of March 31, 2022, and the joint venture was effectively dissolved. |
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-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. |
Stock-based Compensation | Stock-based compensation The Company accounts for stock-based compensation as an expense in the statements of operations based on the awards' grant date fair values. The Company estimates the fair value of options with service conditions granted using the Black-Scholes option pricing model. Stock options that include service and performance conditions are valued at their grant date using the Black-Scholes model and estimates regarding the probability of achieving the performance metrics. The Black-Scholes option pricing model requires inputs based on certain assumptions, including (a) the fair value per share of the Company's common stock (b) the expected stock price volatility, (c) the expected term of the award, (d) the risk-free interest rate and (e) expected dividends. The fair value of stock-based payments is recognized as compensation expense, net of actual forfeitures, over the requisite service period, which is generally the vesting period, with the exception of the fair value of stock-based payments for awards that include service and performance conditions which is recognized as compensation expense over the requisite service period as achievement of the performance objective becomes probable. The Company issued certain performance stock options (“PSOs”) during the first quarter of 2022, that vest based on the satisfaction of certain service and performance-based conditions. The Company estimates compensation expense based on the grant date fair value of the awards and recognizes the expense on a graded vesting basis over the vesting period of the awards. Compensation expense for these awards is recognized only if the Company has determined that it is probable that the performance condition will be met. The Company reassesses the probability of vesting at each reporting period and adjusts compensation expense based on its probability assessment. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers In November 2021, the FASB issued ASU 2021-10 , Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied prospectively or retrospectively. We have adopted ASU 2021-10 as of January 1, 2022 using the pros pective method. This adoption did not have a material impact on our consolidated financial statements or notes to the consolidated financial statements . |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The composition of other revenue for each period was as follows ($ in millions): For the Three-Months Ended March 31, 2022 March 31, 2021 Care coordination and care management $ 1.7 $ 3.9 License subscription and other fees 3.1 0.0 Fee for service 2.9 1.6 Total other patient service revenue $ 7.7 $ 5.5 |
Capitated Revenue [Member] | |
Revenue Recognition [Line Items] | |
Summary of Sources of Revenue in Percentage Terms | The Company had capitated agreements in place with the payors listed below, and the capitated revenue balances by payor for each period presented were as follows: For the Three-Months Ended March 31, 2022 March 31, 2021 Humana 32 % 42 % Wellcare/Meridian 16 % 18 % Cigna-HealthSpring 7 % 10 % Other 45 % 30 % |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets measured at fair value on a recurring basis ($ in millions): Fair Value Measurements as of March 31, 2022 using: Fair Value Measurements as of December 31, 2021 using: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Marketable debt securities: Commercial paper $ 111.2 $ - $ - $ 120.8 $ - $ - U.S. Treasury obligations - 25.9 - - 26.0 - Corporate bonds - 307.7 - - 412.3 - Asset-backed securities - 88.3 - - 99.2 - Other - 18.5 - - 12.8 - Total financial assets $ 111.2 $ 440.4 $ - $ 120.8 $ 550.3 $ - Liabilities: Convertible senior notes $ - $ 733.7 $ - $ - $ 752.7 $ - Contingent consideration - - 26.3 - - 21.8 Total liabilities $ - $ 733.7 $ 26.3 $ - $ 752.7 $ 21.8 |
Schedule of Marketable Debt Securities Classified as Available-for-sale | At March 31, 2022 and December 31, 2021, the Company’s marketable debt securities classified as available-for-sale were as follows ($ in millions): As of March 31, 2022 As of December 31, 2021 Amortized cost Net unrealized gains (losses) Fair value Amortized cost Net unrealized gains (losses) Fair value Marketable debt securities: Commercial paper $ 111.4 $ (0.2 ) $ 111.2 $ 120.9 $ (0.1 ) $ 120.8 U.S. Treasury obligations 26.0 (0.1 ) 25.9 26.0 - 26.0 Corporate bonds 310.0 (2.3 ) 307.7 413.4 (1.1 ) 412.3 Asset-backed securities 88.6 (0.3 ) 88.3 99.4 (0.2 ) 99.2 Other 18.6 (0.1 ) 18.5 12.8 - 12.8 Total marketable debt securities $ 554.6 $ (3.0 ) $ 551.6 $ 672.5 $ (1.4 ) $ 671.1 |
Business Combinations, Goodwi_2
Business Combinations, Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Remaining Estimated Future Amortization Expense | The remaining weighted average amortization period of finite-lived intangibles assets is 6.3 years. The remaining estimated future amortization expense by year, as of March 31, 2022, is presented in the following table: (in millions) 2022 $ 1.3 2023 1.7 2024 1.7 2025 1.7 2026 1.7 Thereafter 2.3 Estimated aggregate future intangible asset amortization $ 10.4 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
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: March 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) 9.6 9.9 Weighted-average discount rate 4.12 % 4.17 % |
Schedule of Minimum Lease Payments for Operating Leases | The table below presents the future minimum lease payments under the noncancelable operating leases as of March 31, 2022 ($ in millions): (in millions) 2022 $ 21.6 2023 28.5 2024 26.5 2025 23.5 2026 23.4 2027 23.6 Thereafter 99.6 Total lease payments $ 246.7 Less: imputed interest (50.0 ) Total operating lease liabilities $ 196.7 Reported as: Operating lease liabilities, current (1) 17.3 Long- term operating lease liabilities 179.4 Total operating lease liabilities $ 196.7 (1) Included in other liabilities on the consolidated balance sheet |
Liability For Unpaid Claims (Ta
Liability For Unpaid Claims (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 three-months ended March 31, 2022 and 2021 ($ in millions): March 31, 2022 March 31, 2021 Balance, beginning of period $ 556.3 $ 262.1 Incurred health care costs: Current year 377.7 192.3 Prior years 0.8 6.6 Total claims incurred $ 378.5 $ 198.9 Claims paid: Current year (32.2 ) (20.6 ) Prior years (268.0 ) (165.5 ) Total claims paid $ (300.2 ) $ (186.1 ) Adjustments to other claims-related liabilities 1.3 (0.3 ) Balance, end of period $ 635.9 $ 274.6 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | The Convertible Senior Notes and capped call transactions consisted of the following balances reported in the consolidated balance sheets as of March 31, 2022 and December 31, 2021 ($ in millions): March 31, 2022 December 31, 2021 Liability component: Principal $ 920.0 $ 920.0 Less: debt issuance costs, net of amortization 17.5 18.6 Net carrying amount $ 902.5 $ 901.4 Equity component recorded at issuance: Capped call transactions $ 123.6 $ 123.6 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following is a summary of stock option activity, excluding PSOs, as of and for the three-months ended March 31, 2022 and 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 305,505 59.63 Exercised (53,307 ) 21.00 Forfeited (25,582 ) 21.07 Outstanding, March 31, 2021 15,185,585 $ 21.79 9.36 $ 494.9 Outstanding, December 31, 2021 14,945,566 $ 21.89 8.61 $ 177.2 Granted 1,591,865 15.75 Exercised (116,539 ) 21.14 Forfeited (70,612 ) 23.30 Outstanding, March 31, 2022 16,350,280 $ 21.29 8.51 $ 102.5 Exercisable, March 31, 2022 5,768,154 $ 21.50 8.35 $ 33.5 |
Summary of Stock-based Compensation Expense by Function | The following table is a summary of stock-based compensation expense by function (in millions): For the Three-Months Ended (dollars in millions) March 31, 2022 March 31, 2021 Cost of care, excluding depreciation and amortization $ 0.6 $ 0.3 Sales and marketing 0.6 0.8 Corporate, general and administrative 38.2 41.2 Total $ 39.4 $ 42.3 |
Schedule of Valuation Of Stock Options | The grant date fair value of stock options that were granted post-IPO was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: March 31, 2022 March 31, 2021 Risk-free interest rate 1.86 % 0.79 % Volatility 50.00 % 50.00 % Expected term to expiration (years) 6.25 6.25 Expected dividend yield 0.00 % 0.00 % Estimated fair value $ 7.86 $ 28.69 |
Performance Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Performance Stock Options Activity | The following is a summary of PSO activity as of and for the three-months ended March 31, 2022 ($ in millions): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2021 - $ - - $ - Granted 3,300,505 15.75 - - Vested - - - - Forfeited - - - - Outstanding, March 31, 2022 3,300,505 $ 15.75 9.89 $ 36.7 Exercisable, March 31, 2022 - $ - - $ - |
Schedule of Valuation Of Stock Options | The grant date fair value of PSOs was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions: March 31, 2022 Risk-free interest rate 1.86 % Volatility 50.00 % Expected term to expiration (years) 6.18 Expected dividend yield 0.00 % Estimated fair value $ 7.82 |
Restricted Stock Awards R S A | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Awards (RSA) Activity | The RSAs were granted as part of the pre-IPO conversion. The following is a summary of RSA transactions as of and for the three-months ended March 31, 2022 and 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 21,599,118 $ 11.77 Granted - - Vested (1,701,267 ) 1.50 Forfeited (43,447 ) 14.05 Unvested, March 31, 2021 19,854,404 $ 12.65 Unvested, December 31, 2021 16,090,990 $ 14.71 Granted - - Vested (1,035,910 ) 1.91 Forfeited (88,446 ) 17.16 Unvested, March 31, 2022 14,966,634 $ 15.58 |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Awards (RSA) Activity | The following is a summary of RSU transactions as of and for the three- months ended March 31, 2022 and 2021: Unvested Shares Grant Date Fair Value Unvested, December 31, 2020 216,804 $ 32.21 Granted 182,272 59.63 Vested (17,864 ) 50.46 Forfeited (6,130 ) 21.52 Outstanding, March 31, 2021 375,082 $ 44.84 Unvested, December 31, 2021 476,628 $ 47.30 Granted 1,929,327 15.75 Vested (49,395 ) 58.39 Forfeited (11,188 ) 36.49 Unvested, March 31, 2022 2,345,372 $ 21.02 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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): March 31, 2022 December 31, 2021 Total assets $ 718.2 $ 596.2 Total liabilities 642.5 564.4 For the Three-Months Ended March 31, 2022 March 31, 2021 Total revenues $ 511.4 $ 294.3 Medical claims expense 378.5 198.9 Cost of care 47.6 32.9 Total operating expenses $ 426.1 $ 231.8 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Common Unit | The following table sets forth the computation of basic and diluted net loss per common share for the three-months ended March 31, 2022 and 2021: For the Three-Months Ended March 31, 2022 March 31, 2021 Numerator: Net loss $ (96.7 ) $ (64.0 ) Less: Net loss attributable to non-controlling interests (0.2 ) (0.6 ) Net loss attributable to OSH Inc. stockholders (96.5 ) (63.4 ) Denominator: Weighted average common stock outstanding - basic and diluted 225,645,420 220,736,845 Net loss per share – basic and diluted $ (0.43 ) $ (0.29 ) |
Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated: For the Three-Months Ended March 31, 2022 March 31, 2021 Stock options 19,650,785 15,185,585 RSUs 2,345,372 375,082 RSAs 14,966,634 19,854,404 Convertible Senior Notes * 11,622,176 * 11,622,176 48,584,967 47,037,247 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended |
Jan. 31, 2022USD ($) | Mar. 31, 2022Center | |
Organization And Nature Of Business [Line Items] | ||
Organization incorporated date | Oct. 22, 2019 | |
Number of centers operated | Center | 140 | |
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Medicare Advantage Plans [Member] | ||
Organization And Nature Of Business [Line Items] | ||
Concentration risk percentage | 98.00% | |
Evangelical Services Corporation (“ESC”) [Member] | ||
Organization And Nature Of Business [Line Items] | ||
Payments to acquire ownership | $ | $ 2.1 | |
ESC Joint Venture, LLC [Member] | ||
Organization And Nature Of Business [Line Items] | ||
Ownership percentage | 49.90% | 100.00% |
Consolidated Subsidiaries [Member] | Maximum [Member] | ||
Organization And Nature Of Business [Line Items] | ||
Ownership percentage | 100.00% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Capitated Revenue Balances by Payor (Detail) - Capitated Revenue [Member] - Customer Concentration Risk - Revenue Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Humana [Member] | ||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||
Concentration risk percentage | 32.00% | 42.00% |
WellCare/Meridian [Member] | ||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||
Concentration risk percentage | 16.00% | 18.00% |
Cigna-HealthSpring [Member] | ||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||
Concentration risk percentage | 7.00% | 10.00% |
Other [Member] | ||
Disclosure Of Sources Of Revenue In Percentage Terms [Line Items] | ||
Concentration risk percentage | 45.00% | 30.00% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue From Contract With Customerline Items [Line Items] | |||
Contract liabilities payments | $ 35.3 | $ 33.9 | |
Short-term contract liabilities | 6.4 | 6.2 | |
Long-term contract liabilities | 28.9 | $ 27.7 | |
Acuity Adjustment [Member] | |||
Revenue From Contract With Customerline Items [Line Items] | |||
Additional amount of capitated accounts receivable | $ 49.2 | $ 32.2 | |
Medicare Part D [Member] | Capitated Revenue [Member] | Customer Concentration Risk | |||
Revenue From Contract With Customerline Items [Line Items] | |||
Concentration risk percentage | 2.00% | 2.00% | |
Medicare Part D [Member] | Medical Claims Expenditure [Member] | Customer Concentration Risk | |||
Revenue From Contract With Customerline Items [Line Items] | |||
Concentration risk percentage | 2.00% | 3.00% |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Composition Of Revenues (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Performance obligations revenue recognised | $ 513.8 | $ 296.7 |
Other Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Performance obligations revenue recognised | 7.7 | 5.5 |
OAK Street Health Inc and Affiliates [Member] | Customer Concentration Risk | Other Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Performance obligations revenue recognised | 7.7 | 5.5 |
OAK Street Health Inc and Affiliates [Member] | Customer Concentration Risk | Other Revenue [Member] | Care Coordination And Care Management [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Performance obligations revenue recognised | 1.7 | 3.9 |
OAK Street Health Inc and Affiliates [Member] | Customer Concentration Risk | Other Revenue [Member] | License Subscription and Other Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Performance obligations revenue recognised | 3.1 | 0 |
OAK Street Health Inc and Affiliates [Member] | Customer Concentration Risk | Other Revenue [Member] | Fee-For-Service [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Performance obligations revenue recognised | $ 2.9 | $ 1.6 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements Recurring [Member] - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 111.2 | $ 120.8 |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 111.2 | 120.8 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 440.4 | 550.3 |
Total liabilities | 733.7 | 752.7 |
Fair Value, Inputs, Level 2 [Member] | U.S. Treasury Obligations [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 25.9 | 26 |
Fair Value, Inputs, Level 2 [Member] | Corporate Bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 307.7 | 412.3 |
Fair Value, Inputs, Level 2 [Member] | Asset-backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 88.3 | 99.2 |
Fair Value, Inputs, Level 2 [Member] | Other [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 18.5 | 12.8 |
Fair Value, Inputs, Level 2 [Member] | Convertible Senior Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 733.7 | 752.7 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 26.3 | 21.8 |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 26.3 | $ 21.8 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Details) - RubiconMD Holdings, Inc. [Member] - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 20, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Contingent consideration liability | $ 21.8 | |||
Other Expense [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Changes in estimated fair value of liability | $ 4.5 | |||
Forecast | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Obligated to pay contingent consideration of maximum earn-out | $ 60 | $ 60 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Schedule of Marketable Debt Securities Classified as Available-for-sale (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Marketable Securities [Line Items] | ||
Amortized cost | $ 554.6 | $ 672.5 |
Net unrealized gains (losses) | (3) | (1.4) |
Fair value | 551.6 | 671.1 |
Commercial Paper [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 111.4 | 120.9 |
Net unrealized gains (losses) | (0.2) | (0.1) |
Fair value | 111.2 | 120.8 |
U.S. Treasury Obligations [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 26 | 26 |
Net unrealized gains (losses) | (0.1) | |
Fair value | 25.9 | 26 |
Corporate Bonds [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 310 | 413.4 |
Net unrealized gains (losses) | (2.3) | (1.1) |
Fair value | 307.7 | 412.3 |
Asset-backed Securities [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 88.6 | 99.4 |
Net unrealized gains (losses) | (0.3) | (0.2) |
Fair value | 88.3 | 99.2 |
Other [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 18.6 | 12.8 |
Net unrealized gains (losses) | (0.1) | |
Fair value | $ 18.5 | $ 12.8 |
Business Combinations, Goodwi_3
Business Combinations, Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Business Combinations Goodwill And Intangible Assets [Abstract] | |||
Goodwill | $ 152.9 | $ 152.9 | |
Net intangible assets | 10.4 | 10.8 | |
Accumulated amortization related to intangible assets | 2.1 | $ 1.7 | |
Amortization of intangible assets | $ 0.4 | $ 0.1 | |
Finite-lived identifiable intangible assets, remaining weighted average amortization period | 6 years 3 months 18 days |
Business Combinations, Goodwi_4
Business Combinations, Goodwill and Intangible Assets - Summary of Remaining Estimated Future Amortization Expense (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2022 | $ 1.3 | |
2023 | 1.7 | |
2024 | 1.7 | |
2025 | 1.7 | |
2026 | 1.7 | |
Thereafter | 2.3 | |
Estimated aggregate future intangible asset amortization | $ 10.4 | $ 10.8 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Variable lease costs | $ 6 | $ 4.9 |
Operating leases costs | 7 | 4.5 |
Operating Lease, Right-of-Use Asset | $ 22.7 | $ 7.6 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 9 years 7 months 6 days | 9 years 10 months 24 days |
Weighted-average discount rate | 4.12% | 4.17% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non Cancelable Operating Leases (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
2022 | $ 21.6 | ||
2023 | 28.5 | ||
2024 | 26.5 | ||
2025 | 23.5 | ||
2026 | 23.4 | ||
2027 | 23.6 | ||
Thereafter | 99.6 | ||
Total lease payments | 246.7 | ||
Less: imputed interest | (50) | ||
Total operating lease liabilities | 196.7 | ||
Operating lease liabilities, current | [1] | $ 17.3 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities (Humana comprised $19.3 as of December 31, 2021) | ||
Long-term operating lease liabilities (Humana comprised $66.0 as of December 31, 2021) | $ 179.4 | $ 164.2 | |
Total operating lease liabilities | $ 196.7 | ||
[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) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance, beginning of period | $ 556.3 | $ 262.1 |
Incurred health care costs: | ||
Total claims incurred | 378.5 | 198.9 |
Claims paid: | ||
Current year | 32.2 | 20.6 |
Prior years | 268 | 165.5 |
Total claims paid | 300.2 | 186.1 |
Adjustments to other claims-related liabilities | 1.3 | (0.3) |
Balance, end of period | 635.9 | 274.6 |
Current year [Member] | ||
Incurred health care costs: | ||
Cost of providing patient care in relation to revenue waived | 377.7 | 192.3 |
Prior years [Member] | ||
Incurred health care costs: | ||
Cost of providing patient care in relation to revenue waived | $ 0.8 | $ 6.6 |
Long- Term Debt - Additional In
Long- Term Debt - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 16, 2021USD ($) | Mar. 31, 2022USD ($)Day$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||
Net proceeds to pay capped call transaction | $ 902.5 | $ 901.4 | ||
Capped call transactions expiry date | Mar. 12, 2026 | |||
Number of share subject to anti-dilution adjustments | shares | 11,622,176 | |||
Amortization of debt Issuance Costs | $ 1.1 | $ 0.2 | ||
Effective interest rate | 0.49% | 0.49% | ||
Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 920 | |||
Long term debt variable interest rate percentage | 0.00% | |||
Option to purchase additional convertible senior notes | $ 120 | |||
Debt issuance cost | 22.1 | |||
Total proceeds received | 897.9 | |||
Net proceeds to pay capped call transaction | $ 123.6 | |||
Convertible notes unsecured obligation mature date | Mar. 15, 2026 | |||
Conversion price per share | $ / shares | $ 79.16 | |||
Closing stock price | 130.00% | |||
Consecutive trading days | Day | 10 | |||
Redemption price equal to principal amount | 100.00% | |||
Aggregate principal amount | $ 150 | |||
Capped call transactions | $ 123.6 | |||
Conversion price cap initially equal | $ / shares | $ 138.8750 | |||
Convertible Senior Notes [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Closing stock price | 130.00% | |||
Convertible Senior Notes [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Closing stock price | 98.00% | |||
Conversion price trading days | Day | 20 | |||
Consecutive trading days | Day | 30 | |||
Notes Payable, Other Payables [Member] | Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion rate | 12.6328 | |||
Debt conversion principal amount | $ 1,000 | |||
Conversion price per share | $ / shares | $ 79.16 | |||
Notes Payable, Other Payables [Member] | Maximum [Member] | Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares issuable subject to increase in conversion rate | shares | 16,561,656 |
Long- Term Debt - Summary of Lo
Long- Term Debt - Summary of Long-term Debt Instruments (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Principal | $ 920 | $ 920 |
Less: debt issuance costs, net of amortization | 17.5 | 18.6 |
Net carrying amount | 902.5 | 901.4 |
Capped Call Transactions [Member] | ||
Capped call transactions | $ 123.6 | $ 123.6 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | Aug. 05, 2020 | Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
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 | $ 1.8 | ||
Fair value of options | $ 12.5 | $ 8.8 | ||
Options exercised | 116,539 | 53,307 | ||
Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options exercised | 116,539 | 53,307 | ||
Issuance of common stock under the employee stock purchase plan, (in shares) | 63,284 | |||
Restricted Stock Awards R S A | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares available for issuance | 21,888,258 | |||
Performance Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, expiration period | 10 years | |||
Options exercised | 0 | |||
Options vested | 0 | |||
Fair value of performance stock options granted | $ 25.8 | |||
Performance Shares | Year Two [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of option vest per year | 50.00% | |||
Performance Shares | Year Three [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of option vest per year | 50.00% | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, vesting period | 4 years | |||
Non-vested Awards (RSAs, Options and RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 153.3 | $ 251.1 | ||
Unrecognized compensation expense, period of recognition | 1 year 6 months | 1 year 5 months 26 days | ||
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 | 33,473,410 | |||
Share-based compensation arrangement by share-based payment award, effective date | Aug. 5, 2020 | |||
Twenty Twenty Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award, number of shares available for issuance | 2,386,875 | |||
Percentage increase in stock that can potentially occur related to ESPP | 1.00% | |||
Sharebased compensation arrangement by sharebased payment award payroll deduction percentage on employee subscription | 15.00% | |||
Sharebased compensation arrangement by sharebased payment award purchase price percentage applied on lower market price | 85.00% | |||
Twenty Twenty Employee Stock Purchase Plan | Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Issuance of common stock under the employee stock purchase plan, (in shares) | 0 | |||
Twenty Twenty Employee Stock Purchase Plan | 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 Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity Excluding PSOs (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Options, Outstanding Beginning Balance | 14,945,566 | 14,958,969 | 14,958,969 | |
Granted | 1,591,865 | 305,505 | ||
Exercised | (116,539) | (53,307) | ||
Forfeitures (In Shares) | (70,612) | (25,582) | ||
Options, Outstanding Ending Balance | 16,350,280 | 15,185,585 | 14,945,566 | 14,958,969 |
Exercisable, March 31, 2022 | 5,768,154 | |||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 21.89 | $ 21.01 | $ 21.01 | |
Weighted Average Exercise Price, Granted | 15.75 | 59.63 | ||
Weighted Average Exercise Price, Exercised | 21.14 | 21 | ||
Weighted Average Exercise Price, Forfeited | 23.30 | 21.07 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | 21.29 | $ 21.79 | $ 21.89 | $ 21.01 |
Weighted Average Exercise Price, Exercisable as of March 31, 2022 | $ 21.50 | |||
Weighted Average Contractual Term Remaining (in years) | 8 years 6 months 3 days | 9 years 4 months 9 days | 8 years 7 months 9 days | 9 years 7 months 6 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of March 31, 2022 | 8 years 4 months 6 days | |||
Aggregate Intrinsic Value | $ 177.2 | $ 600.6 | $ 600.6 | |
Aggregate Intrinsic Value | 102.5 | $ 494.9 | $ 177.2 | $ 600.6 |
Aggregate Intrinsic Value, Option Exercisable as of March 31, 2021 | $ 33.5 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Performance Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options, Outstanding Beginning Balance | 14,945,566 | 14,958,969 | 14,958,969 | |
Granted | 1,591,865 | 305,505 | ||
Forfeited | 70,612 | 25,582 | ||
Options, Outstanding Ending Balance | 16,350,280 | 15,185,585 | 14,945,566 | 14,958,969 |
Exercisable, March 31, 2022 | 5,768,154 | |||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 21.89 | $ 21.01 | $ 21.01 | |
Weighted Average Exercise Price, Granted | 15.75 | 59.63 | ||
Weighted Average Exercise Price, Forfeited | 23.30 | 21.07 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | 21.29 | $ 21.79 | $ 21.89 | $ 21.01 |
Weighted Average Exercise Price, Exercisable as of March 31, 2022 | $ 21.50 | |||
Weighted Average Contractual Term Remaining (in years) | 8 years 6 months 3 days | 9 years 4 months 9 days | 8 years 7 months 9 days | 9 years 7 months 6 days |
Aggregate Intrinsic Value | $ 102.5 | $ 494.9 | $ 177.2 | $ 600.6 |
Aggregate Intrinsic Value, Option Exercisable as of March 31, 2021 | $ 33.5 | |||
Performance Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | 3,300,505 | |||
Options, Outstanding Ending Balance | 3,300,505 | |||
Weighted Average Exercise Price, Granted | $ 15.75 | |||
Weighted Average Exercise Price, Outstanding Ending Balance | $ 15.75 | |||
Weighted Average Contractual Term Remaining (in years) | 9 years 10 months 20 days | |||
Aggregate Intrinsic Value | $ 36.7 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Restricted Stock Awards (RSA) (Detail) - Restricted Stock Awards R S A - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning balance | 16,090,990 | 21,599,118 |
Vested | (1,035,910) | (1,701,267) |
Forfeited | (88,446) | (43,447) |
Ending balance | 14,966,634 | 19,854,404 |
Beginning balance | $ 14.71 | $ 11.77 |
Vested | 1.91 | 1.50 |
Forfeited | 17.16 | 14.05 |
Ending balance | $ 15.58 | $ 12.65 |
Stock Based Compensation - Su_4
Stock Based Compensation - Summary of Restricted Stock Unit (RSU) (Detail) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning balance | 476,628 | 216,804 |
Granted | 1,929,327 | 182,272 |
Vested | (49,395) | (17,864) |
Forfeited | (11,188) | (6,130) |
Ending balance | 2,345,372 | 375,082 |
Beginning balance | $ 47.30 | $ 32.21 |
Granted | 15.75 | 59.63 |
Vested | 58.39 | 50.46 |
Forfeited | 36.49 | 21.52 |
Ending balance | $ 21.02 | $ 44.84 |
Stock Based Compensation - Su_5
Stock Based Compensation - Summary of Stock-based Compensation Expense by Function (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 39.4 | $ 42.3 |
Cost of Care, Excluding Depreciation and Amortization [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 0.6 | 0.3 |
Sales and Marketing [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 0.6 | 0.8 |
Corporate, General and Administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 38.2 | $ 41.2 |
Stock Based Compensation - Su_6
Stock Based Compensation - Summary of Valuation of Stock Options, Excluding PSOs (Detail) - Black Sholes [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.86% | 0.79% |
Volatility | 50.00% | 50.00% |
Expected term to expiration (years) | 6 years 3 months | 6 years 3 months |
Expected dividend yield | 0.00% | 0.00% |
Estimated fair value | $ 7.86 | $ 28.69 |
Stock Based Compensation - Su_7
Stock Based Compensation - Summary of Valuation of Performance Stock Options (Detail) - Black Sholes [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.86% | 0.79% |
Volatility | 50.00% | 50.00% |
Expected term to expiration (years) | 6 years 3 months | 6 years 3 months |
Expected dividend yield | 0.00% | 0.00% |
Estimated fair value | $ 7.86 | $ 28.69 |
Performance Based Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.86% | |
Volatility | 50.00% | |
Expected term to expiration (years) | 6 years 2 months 4 days | |
Expected dividend yield | 0.00% | |
Estimated fair value | $ 7.82 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of VIE Assets and Liabilities and Performance for the Physician Groups (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 1,903.2 | $ 1,841.1 | |
Total liabilities | 1,905.6 | 1,785.1 | |
Total revenues | 513.8 | $ 296.7 | |
Total operating expenses | 604.9 | 360.5 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 718.2 | 596.2 | |
Total liabilities | 642.5 | $ 564.4 | |
Total revenues | 511.4 | 294.3 | |
Total operating expenses | 426.1 | 231.8 | |
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 | 378.5 | 198.9 | |
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 | $ 47.6 | $ 32.9 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Humana [Member] | |
Related Party Transaction [Line Items] | |
Percentage of common stock hold by related parties | 5.00% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Common Unit (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (96.7) | $ (64) |
Less: Net loss attributable to non-controlling interests | (0.2) | (0.6) |
Net loss attributable to Oak Street Health, Inc. | $ (96.5) | $ (63.4) |
Denominator: | ||
Weighted average shares outstanding-basic and diluted | 225,645,420 | 220,736,845 |
Net loss per common share - basic and diluted | $ (0.43) | $ (0.29) |
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) - shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Computation of diluted net loss per share | 48,584,967 | 47,037,247 | |
Stock Options [Member] | |||
Computation of diluted net loss per share | 19,650,785 | 15,185,585 | |
Convertible Senior Notes [Member] | |||
Computation of diluted net loss per share | [1] | 11,622,176 | 11,622,176 |
RSUs [Member] | |||
Computation of diluted net loss per share | 2,345,372 | 375,082 | |
RSAs [Member] | |||
Computation of diluted net loss per share | 14,966,634 | 19,854,404 | |
[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 $138.8750 per share. See Note 8 for further details on the capped call transactions. |
Net Loss Per Share - Summary _3
Net Loss Per Share - Summary of Potential Common Shares Outstanding from the Computation of Diluted Net Loss Per Share/Unit (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Earnings Per Share [Abstract] | |
Conversion price cap initially equa | $ 138.8750 |