8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________

FORM 8-K

________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2022

Oak Street Health, Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________

Delaware	001-39427	84-3446686
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

30 W. Monroe Street

Suite 1200

Chicago, Illinois 60603

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 871-5650

Not Applicable

(Former name or former address, if changed since last report)

________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	OSH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On November 7, 2022, Oak Street Health, Inc. issued a press release announcing its financial results for its third quarter ended September 30, 2022. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report on Form 8-K and in the accompanying exhibit are “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release Dated November 7, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 7, 2022

Oak Street Health, Inc.
By:	/s/ Tim Cook
Name:	Tim Cook
Title:	Chief Financial Officer

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EX-99.99

Exhibit 99.1

Oak Street Health Reports Third Quarter 2022 results

November 7, 2022 at 4:05 Eastern Time

CHICAGO, IL – Oak Street Health, Inc. (NYSE: OSH, or the “Company”), a network of value-based primary care centers for adults on Medicare, today reported financial results for its third quarter ended September 30, 2022.

“We reported another strong quarter of results driven by the dedication and execution of our team leading to consistent center-level performance. Our focus remains on expanding nationally to bring our model to more patients while greatly improving the health and well-being of the patients we serve, leading to strong financial results and realization of our mission of rebuilding healthcare as it should be,” said Mike Pykosz, Chief Executive Officer of Oak Street Health.

Third Quarter 2022 Financial Highlights

•Total revenue was $545.7 million, up 40% year over year.

•Capitated revenue was $537.9 million, up 43% year over year.

•The Company cared for approximately 145,000 risk-based patients and 209,500 total patients.

•Net loss was $(130.4) million1, compared to $(110.0) million in the third quarter of 2021.

•Adjusted EBITDA2 was $(88.3) million, compared to $(64.4) million in the third quarter of 2021.

•As of September 30, 2022, the Company operated 161 centers, compared to 110 centers as of September 30, 2021.

Outlook for Fiscal Year 2022

	Twelve-Months Ending  December 31, 2022
	Low		High
(dollars in millions)
Centers	169		169
At-risk patients	157,000		159,000
Revenue	$	2,150.0	2,155.0
Adjusted EBITDA	$	(292.5)	(287.5)

We have not reconciled guidance for adjusted EBITDA to net loss, the most directly comparable GAAP measure, and have not provided forward-looking guidance for net loss, because of the uncertainty around certain items that may impact net loss, including stock-based compensation, that are not within our control or cannot be reasonably predicted. However, for fourth quarter and fiscal year 2022, depreciation and amortization is expected to be approximately $10.0 million and $35.0 million respectively.

Webcast and Conference Call

The Company will conduct a conference call Tuesday, November 11, 2022 at 8:00 AM Eastern Time to discuss these results and management’s outlook for future financial and operational performance. The conference call can be accessed by

1Includes stock-based compensation of $30.8 million and $38.7 million for the third quarter of 2022 and 2021, respectively.

2Adjusted EBITDA is a non-GAAP financial measure that is presented as supplemental disclosure and is reconciled to net loss as the most directly comparable GAAP measure as set forth in the accompanying “Adjusted EBITDA Reconciliation” section. We define adjusted EBITDA as as net loss adjusted to exclude stock-based compensation expense, depreciation and amortization, interest expense, net, transaction and offering costs, one-time in nature litigation costs, provision for income taxes and fair value adjustments related to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangibles and related to impairment of equity investments.

1

webcast or by dialing (844) 200-6205 for U.S. participants, or +1 (929) 526-1599 for international participants, and referencing participant code 255745. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call at https://investors.oakstreethealth.com.

About Oak Street Health

Founded in 2012, Oak Street Health is a network of value-based primary care centers for adults on Medicare. With a mission of rebuilding healthcare as it should be, the Company operates an innovative healthcare model focused on quality of care over volume of services and assumes the full financial risk of its patients. Oak Street Health currently operates over 160 centers across 21 states and is the only primary care provider to carry the AARP name. To learn more about Oak Street Health’s proven approach to care, visit oakstreethealth.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding our future growth and our financial outlook for the fiscal year 2021. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance.

Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) changes in laws and regulations applicable to our business model; (ii) changes in market or industry conditions, regulatory environment and receptivity to our technology and services; (iii) results of litigation or a security incident; (iv) the loss of one or more key customers or partners; (v) the impact of COVID-19 on our business and results of operation; and (vi) changes to our abilities to recruit and retain qualified team members. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to the final Registration Statement filed with the SEC on August 5, 2020, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 28, 2022. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update or revise this information unless required by law.

2

Condensed Consolidated Balance Sheets

(in millions)

	September 30, 2022 (unaudited)		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	204.3	$	104.7
Restricted cash	18.7		15.7
Other receivables, net	2.1		3.1
Capitated accounts receivable	833.9		559.4
Marketable debt securities	339.0		671.1
Prepaid expenses and other current assets	18.1		14.0
Total current assets	1,416.1		1,368.0
Property, plant and equipment, net	196.1		144.8
Goodwill	158.0		152.9
Intangible assets, net	9.6		10.8
Operating right-of-use assets	313.1		157.7
Other long-term assets	7.6		6.9
Total assets	$	2,100.5	$	1,841.1
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current liabilities:
Accounts payable	$	25.9	$	22.1
Accrued compensation and benefits	47.1		41.7
Liability for unpaid claims	787.1		556.3
Other liabilities	46.4		44.0
Total current liabilities	906.5		664.1
Long-term debt	977.0		901.4
Long-term operating lease liabilities	341.8		164.2
Other long-term liabilities	30.8		55.4
Total liabilities	2,256.1		1,785.1
Commitments and contingencies (See Note 10)
STOCKHOLDERS' EQUITY/(DEFICIT)
Preferred stock, par value $0.001; 50,000,000 shares authorized as of June 30, 2022 and December 31, 2021; no shares issued and outstanding as of June 30, 2022 and December 31, 2021	—		—
Common stock, par value $0.001; 500,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 244,579,431 and 240,937,465 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	0.2		0.2
Additional paid-in capital	1,185.0		1,017.9
Accumulated other comprehensive loss	(4.1)		(1.4)
Accumulated deficit	(1,341.5)		(965.3)
Total stockholders' equity/(deficit) allocated to Oak Street Health, Inc.	(160.4)		51.4
Non-controlling interests	4.8		4.6
Total stockholders' equity/(deficit)	(155.6)		56.0
Total liabilities and stockholders' equity/(deficit)	$	2,100.5	$	1,841.1

3

Condensed Consolidated Statements of Operations

(in millions, except per share data)

	Three Months Ended				Nine-Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Revenues:
Capitated revenue	$	537.9	$	376.7	$	1,560.1	$	1,014.6
Other revenue	7.8		12.0		23.1		23.9
Total revenues	545.7		388.7		1,583.2		1,038.5
Operating expenses:
Medical claims expense	427.4		309.8		1,198.4		790.9
Cost of care, excluding depreciation and amortization	113.6		76.3		307.6		203.6
Sales and marketing	44.1		30.5		120.5		80.5
Corporate, general and administrative	81.7		77.0		265.3		224.3
Depreciation and amortization	9.1		4.5		25.3		11.7
Total operating expenses	675.9		498.1		1,917.1		1,311.0
Loss from operations	(130.2)		(109.4)		(333.9)		(272.5)
Other (expense):
Interest expense, net	—		(0.6)		(1.1)		(1.8)
Other	(0.2)		—		(40.3)		—
Total other (expense)	(0.2)		(0.6)		(41.4)		(1.8)
Net loss	(130.4)		(110.0)		(375.3)		(274.3)
Net income/(loss) attributable to non-controlling interests	0.3		(0.6)		0.9		(3.5)
Net loss attributable to Oak Street Health, Inc.	$	(130.7)	$	(109.4)	$	(376.2)	$	(270.8)
Weighted average common shares outstanding - basic and diluted	231,919,421		223,435,698		228,042,160		221,932,624
Net loss per share – basic and diluted	$	(0.56)	$	(0.49)	$	(1.65)	$	(1.22)

4

Condensed Consolidated Statements of Cash Flows

(in millions, unaudited)

	Nine-Months Ended
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net loss	$	(375.3)	$	(274.3)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on debt and related issuance costs	3.3		2.4
Accretion of discounts and amortization of premiums on short-term marketable securities, net	4.9		2.4
Fair value adjustment to contingent consideration	38.3		—
Depreciation and amortization	25.3		11.7
Non-cash operating lease costs	31.6		11.2
Stock-based compensation, net of forfeitures	120.0		121.9
Change in operating assets and liabilities, net of impact of acquisitions:
Accounts receivables	(273.4)		(208.0)
Other assets	(5.3)		(10.5)
Accounts payable and accrued compensation and benefits	7.4		23.1
Liability for unpaid claims	230.9		180.2
Operating lease liabilities	(15.6)		(9.9)
Other liabilities	(5.4)		23.9
Net cash used in operating activities	$	(213.3)	(125.9)
Cash flows from investing activities:
Proceeds from sales and maturities of marketable debt securities	$	716.6	43.7
Purchases of marketable debt securities	(392.2)		(817.6)
Purchase of business, net of cash acquired	(5.6)		(1.4)
Purchases of property and equipment	(67.6)		(40.6)
Net cash provided by (used by) investing activities	$	251.2	(815.9)
Cash flows from financing activities:
Proceeds from borrowings on term loan, net	$	72.3	—
Proceeds from borrowings on Convertible Senior Notes, net	$	—	897.9
Purchase of capped calls	—		(123.6)
Capital contributions from non-controlling interests	—		0.1
Settlement of contingent earnout liability	(21.7)
Capital distributions to non-controlling interests	(1.3)		(1.5)
Purchase of joint venture minority interest	(2.1)		—
Proceeds from exercise of options	13.4		4.5
Proceeds from issuance of common stock under the employee purchase plan	4.1		3.0
Net cash provided by financing activities	$	64.7	780.4
Net change in cash, cash equivalents and restricted cash	102.6		(161.4)
Cash, cash equivalents and restricted cash, beginning of period	120.4		419.7
Cash, cash equivalents and restricted cash, end of period	$	223.0	$	258.3

5

Non-GAAP Financial Measures

Certain of these financial measures are considered “non-GAAP” financial measures within the meaning of Item 10 of Regulation S-K promulgated by the SEC. We believe that non-GAAP financial measures provide an additional way of viewing aspects of our operations that, when viewed with the GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business. These non-GAAP financial measures are also used by our management to evaluate financial results and to plan and forecast future periods. However, non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Non-GAAP financial measures used by us may differ from the non-GAAP measures used by other companies, including our competitors. To supplement our consolidated financial statements presented on a GAAP basis, we disclose the following non-GAAP measures: patient contribution, platform contribution and adjusted EBITDA as these are performance measures that our management uses to assess our operating performance. Because patient contribution, platform contribution and adjusted EBITDA facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes and in evaluating acquisition opportunities.

Patient Contribution Reconciliation

Patient contribution is a non-GAAP financial measure that we define as capitated revenue less medical claims expense. The following is a reconciliation of gross profit, the most directly comparable GAAP financial measure, to patient contribution, for the three and nine months ended September 30, 2022 and 2021. Gross profit is defined as total revenues less medical claims expense.     

	For the three-months ended				For the nine-months ended
(dollars in millions)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Gross profit	$	118.3	$	78.9	$	384.8	$	247.6
Other revenue	(7.8)		(12.0)		(23.1)		(23.9)
Patient contribution	$	110.5	$	66.9	$	361.7	$	223.7

Platform Contribution Reconciliation

Platform contribution is a non-GAAP financial measure that we define as total revenues less the sum of medical claims expense and cost of care, excluding depreciation and amortization and stock-based compensation. The following is a reconciliation of our gross profit, the most directly comparable GAAP financial measure, to platform contribution, for the three and nine months ended September 30, 2022 and 2021. Gross profit is defined as total revenues less medical claims expense.     

	For the three-months ended				For the nine-months ended
(dollars in millions)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Gross profit	$	118.3	$	78.9	$	384.8	$	247.6
Cost of care, excluding depreciation and amortization	(113.6)		(76.3)		(307.6)		(203.6)
Stock-based compensation	1.3		0.5		2.7		1.2
Platform contribution	$	6.0	$	3.1	$	79.9	$	45.2

6

Adjusted EBITDA Reconciliation

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net loss adjusted to exclude (i) stock-based compensation expense, (ii) depreciation and amortization, (iii) interest expense, net, (iv) transaction and offering costs, (v) one-time in nature litigation costs, (vi) provision for income taxes and (vii) fair value adjustments related to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangibles and related to impairment of equity investments. Our management team uses adjusted EBITDA as a performance measure in order to assess our operating performance. Because adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities. The following is a reconciliation of our net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA, for the three and nine months ended September 30, 2022 and 2021.

	For the three-months ended				For the nine-months ended
(dollars in millions)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net loss	$	(130.4)	$	(110.0)	$	(375.3)	$	(274.3)
Interest expense, net	—		0.6		1.1		1.8
Fair value adjustments	—		—		40.1		—
Depreciation and amortization	9.1		4.5		25.3		11.7
Stock-based compensation	30.8		38.7		120.0		121.9
Litigation costs	0.7		—		3.0		—
Transaction/offering related costs	1.3		1.8		1.9		3.6
Other income/expense	0.2		$	—	$	0.2	$	—
Adjusted EBITDA	(88.3)		(64.4)		(183.7)		(135.3)

Contacts

Media:

Erica Frank

Vice President of Public Relations

(330) 990-5026

Erica.Frank@oakstreethealth.com

Investors:

Sarah Cluck

Head of Investor Relations

(773) 572-0254

sarah.cluck@oakstreethealth.com

Source: Oak Street Health

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XML

Cover	Nov. 07, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2022
Entity Registrant Name	Oak Street Health, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39427
Entity Tax Identification Number	84-3446686
Entity Address, Address Line One	30 W. Monroe Street
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60603
City Area Code	844
Local Phone Number	871-5650
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OSH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001564406
Amendment Flag	false