Form 8-K
0001832466 False 0001832466 2024-05-02 2024-05-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  May 2, 2024

_______________________________

Alignment Healthcare, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-4029546-5596242
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1100 W. Town and Country Road, Suite 1600

Orange, California 92868

(Address of Principal Executive Offices) (Zip Code)

(844) 310-2247

(Registrant's telephone number, including area code)

N/A

(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:

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareALHCThe NASDAQ Stock Market LLC

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On May 2, 2024, Alignment Healthcare, Inc. issued a press release announcing its financial results for its first quarter ended March 31, 2024. 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 Number Description
   
99.1 Press Release dated May 2, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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.

 Alignment Healthcare, Inc.
   
  
Date: May 2, 2024By: /s/ Thomas Freeman        
  Thomas Freeman
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Alignment Healthcare Reports First Quarter 2024 Results

ORANGE, Calif., May 02, 2024 (GLOBE NEWSWIRE) -- Alignment Healthcare, Inc. (NASDAQ: ALHC), today reported financial results for its first quarter ended March 31, 2024.

“Alignment Healthcare’s first quarter results are a testament to the strength and resilience of our Medicare Advantage platform, reflecting our commitment to delivering exceptional care while effectively managing medical costs,” said John Kao, founder and CEO. “Through the integration of our advanced technology with effective clinical oversight, we've met or exceeded expectations across membership, revenue, adjusted gross profit and adjusted EBITDA, setting a solid foundation for achieving our full-year outlook.”

First Quarter 2024 Financial Highlights
All comparisons, unless otherwise noted, are to the three months ended March 31, 2023

Adjusted Gross Profit is reconciled as follows:

 Three Months Ended March 31,
  2024   2023 
(dollars in thousands)   
Loss from operations$(41,106) $(32,489)
Add back:   
Equity-based compensation (medical expenses) 1,133   2,524 
Depreciation (medical expenses) 52   61 
Restructuring costs (medical expenses) 775    
Depreciation and amortization 5,977   4,921 
Selling, general, and administrative expenses 90,512   70,408 
Total add back 98,449   77,914 
Adjusted gross profit$57,343  $45,425 
        

Adjusted EBITDA is reconciled as follows:

 Three Months Ended March 31,
  2024   2023 
(dollars in thousands)   
Net loss$(46,575) $(37,371)
Less: Net loss attributable to noncontrolling interest 54   87 
Adjustments:   
Interest expense 5,427   5,019 
Depreciation and amortization 6,029   4,982 
Income taxes    1 
Equity-based compensation(1) 20,854   21,978 
Acquisition expenses(2)    132 
Litigation costs (3) 320    
Loss on ROU assets(4) 143    
Restructuring costs(5) 1,768    
Adjusted EBITDA$(11,980) $(5,172)
        
(1) Represents equity-based compensation related to grants made in the applicable year, as well as equity-based compensation related to the timing of the IPO, which includes previously issued stock appreciation rights ("SARs") liability awards, modifications related to transaction vesting units, and grants made in conjunction with the IPO.
(2) Represents acquisition-related fees, such as legal and advisory fees, that are non-capitalizable.
(3) Represents litigation costs considered outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy.
(4) Represents loss related to ROU assets that were terminated or subleased in the respective period.
(5) Represents severance and related costs incurred as part of a corporate restructuring designed to streamline our organizational structure and drive operational efficiencies.
 

Outlook for Second Quarter and Fiscal Year 2024

 Three Months Ending
June 30, 2024
Twelve Months Ending
December 31, 2024
$ MillionsLowHighLowHigh
Health Plan Membership167,000169,000170,000172,000
Revenue$625$635$2,495$2,525
Adjusted Gross Profit(1)$71$77$280$310
Adjusted EBITDA(2)$0
$6$(12)$12
     

 

_______________________

  1. Adjusted gross profit is a non-GAAP financial measure that is presented as supplemental disclosure, that we define as loss from operations before depreciation and amortization, clinical equity-based compensation expense, clinical restructuring costs and selling, general, and administrative expenses. We cannot reconcile our estimated ranges for adjusted gross profit to loss from operations, the most directly comparable GAAP measure, and cannot provide estimated ranges for loss from operations, without unreasonable efforts because of the uncertainty around certain items that may impact loss from operations, including equity-based compensation expense and depreciation and amortization, that are not within our control or cannot be reasonably predicted.
  2. Adjusted EBITDA is a non-GAAP financial measure that is presented as supplemental disclosure, that we define as net loss before interest expense, income taxes, depreciation and amortization expense, acquisition expenses, certain litigation costs, gains or losses on right of use ("ROU") assets, restructuring costs and equity-based compensation expense. We cannot reconcile our estimated ranges for Adjusted EBITDA to net loss, the most directly comparable GAAP measure, and cannot provide estimated ranges for net loss, without unreasonable efforts because of the uncertainty around certain items that may impact net loss, including equity-based compensation expense and depreciation and amortization, that are not within our control or cannot be reasonably predicted.

Conference Call Details

The company will host a conference call at 5 p.m. EDT today to discuss these results and management’s outlook for future financial and operational performance. A live audio webcast will be available online at https://ir.alignmenthealth.com/. At the start of the conference call, participants may access the webcast at the following link: https://edge.media-server.com/mmc/p/urdy6wve. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web links, and will remain available for approximately 12 months.

About Alignment Health
Alignment Health is championing a new path in senior care that empowers members to age well and live their most vibrant lives. A consumer brand name of Alignment Healthcare (NASDAQ: ALHC), Alignment Health offers more than 50 benefits-rich, value-driven Medicare Advantage plans that serve 53 counties across six states. The company partners with nationally recognized and trusted local providers to deliver coordinated care, powered by its customized care model, 24/7 concierge care team and purpose-built technology, AVA. Based in California, the company’s mission-focused team makes high-quality, low-cost care a reality for members every day. As it expands its offerings and grows its national footprint, Alignment upholds its core values of leading with a serving heart and putting the senior first. For more information, visit www.alignmenthealth.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 second quarter ending June 30, 2024 and year ending December 31, 2024. Forward-looking statements are subject to risks and uncertainties and are based on assumptions that may prove to be inaccurate, which 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: our ability to attract new members and enter new markets, including the need for certain governmental approvals; our ability to maintain a high rating for our plans on the Five Star Quality Rating System; our ability to develop and maintain satisfactory relationships with care providers that service our members; risks associated with being a government contractor; changes in laws and regulations applicable to our business model; risks related to our indebtedness, including the potential for rising interest rates; changes in market or industry conditions and receptivity to our technology and services; results of litigation or a security incident; and the impact of shortages of qualified personnel and related increases in our labor costs. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our Annual Report on Form 10-K for the year ended December 31, 2023, and the other periodic reports we file with the SEC. 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.


Condensed Consolidated Balance Sheets
(in thousands, except par value and share amounts)
(Unaudited)

 March 31,
2024
 December 31,
2023
Assets   
Current Assets:   
Cash and cash equivalents$238,903  $202,904 
Accounts receivable (less allowance for credit losses of $0 at March 31, 2024 and December 31, 2023) 165,071   119,749 
Investments - current 62,809   115,914 
Prepaid expenses and other current assets 53,856   44,970 
Total current assets 520,639   483,537 
Property and equipment, net 57,211   51,901 
Right of use asset, net 8,549   9,959 
Goodwill 34,826   34,826 
Intangible Assets, net 5,224   5,252 
Other assets 6,781   6,405 
Total assets$633,230  $591,880 
Liabilities and Stockholders' Equity   
Current Liabilities:   
Medical expenses payable$276,464  $205,399 
Accounts payable and accrued expenses 22,671   23,511 
Accrued compensation 31,607   34,112 
Total current liabilities 330,742   263,022 
Long-term debt, net of debt issuance costs 162,030   161,813 
Long-term portion of lease liabilities 8,441   8,974 
Total liabilities 501,213   433,809 
Commitments and Contingencies   
Stockholders' Equity:   
Preferred stock, $.001 par value; 100,000,000 shares authorized at March 31, 2024 and December 31, 2023, respectively; no shares issued and outstanding at March 31, 2024 and December 31, 2023     
Common stock, $.001 par value; 1,000,000,000 shares authorized at March 31, 2024 and December 31, 2023; 191,156,569 and 188,951,643 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 191   189 
Additional paid-in capital 1,057,519   1,037,015 
Accumulated deficit (926,779)  (880,258)
Total Alignment Healthcare, Inc. stockholders' equity 130,931   156,946 
Noncontrolling interest 1,086   1,125 
Total stockholders' equity 132,017   158,071 
Total liabilities and stockholders' equity$633,230  $591,880 



Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)

 Three Months Ended March 31,
  2024   2023 
Revenues:   
Earned premiums$621,556  $434,812 
Other 7,045   4,343 
Total revenues 628,601   439,155 
Expenses:   
Medical expenses 573,218   396,315 
Selling, general, and administrative expenses 90,512   70,408 
Depreciation and amortization 5,977   4,921 
Total expenses 669,707   471,644 
Loss from operations (41,106)  (32,489)
Other expenses:   
Interest expense 5,427   5,019 
Other expenses (income) 42   (138)
Total other expenses 5,469   4,881 
Loss before income taxes (46,575)  (37,370)
Provision for income taxes    1 
Net loss$(46,575) $(37,371)
Less: Net loss attributable to noncontrolling interest 54   87 
Net loss attributable to Alignment Healthcare, Inc.$(46,521) $(37,284)
Total weighted-average common shares outstanding - basic and diluted 189,005,394   183,113,945 
Net loss per share - basic and diluted$(0.25) $(0.20)



Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

 Three Months Ended March 31,
  2024   2023 
Operating Activities:   
Net loss$(46,575) $(37,371)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:   
Provision for credit loss    1 
Loss on right of use assets 143    
Depreciation and amortization 6,029   4,982 
Amortization-investment discount (1,153)  (351)
Amortization-debt issuance costs 520   305 
Equity-based compensation 20,854   21,978 
Non-cash lease expense 472   717 
Changes in operating assets and liabilities:   
Accounts receivable (45,322)  (32,387)
Prepaid expenses and other current assets (8,886)  (15,786)
Other assets (114)  4 
Medical expenses payable 71,065   15,535 
Accounts payable and accrued expenses 48   (9,211)
Deferred premium revenue (59)  140,773 
Accrued compensation (2,505)  (2,966)
Lease liabilities (755)  (1,113)
Net cash (used in) provided by operating activities (6,238)  85,110 
Investing Activities:   
Purchase of investments (21,564)  (104,243)
Maturities of investments 75,390   1,100 
Acquisition of property and equipment (11,121)  (7,285)
Net cash provided by (used in) investing activities 42,705   (110,428)
Financing Activities:   
Payment of employment taxes related to release of restricted stock (350)   
Contributions from noncontrolling interest holders 15   30 
Net cash (used in) provided by financing activities (335)  30 
Net increase (decrease) in cash 36,132   (25,288)
Cash, cash equivalents and restricted cash at beginning of period 204,954   411,299 
Cash, cash equivalents and restricted cash at end of period$241,086  $386,011 
Supplemental disclosure of cash flow information:   
Cash paid for interest$5,175  $4,277 
Supplemental non-cash investing and financing activities:   
Acquisition of property in accounts payable$156  $10 
        

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total above:

 March 31, 2024 March 31, 2023
Cash and cash equivalents$238,903 $384,261
Restricted cash in other assets 2,183  1,750
Total$241,086 $386,011


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: Medical Benefits Ratio, Adjusted EBITDA and Adjusted Gross Profit as these are performance measures that our management uses to assess our operating performance. Because these measures 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.

Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net loss before interest expense, income taxes, depreciation and amortization expense, acquisition expenses, certain litigation costs, gains or losses on right of use ("ROU") assets, restructuring costs and equity-based compensation expense.

Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA in lieu of net loss, which is the most directly comparable financial measure calculated in accordance with GAAP.

Our use of the term Adjusted EBITDA may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies.

Medical Benefits Ratio (MBR)
We calculate our MBR by dividing total medical expenses, excluding depreciation, equity-based compensation and clinical restructuring costs, by total revenues in a given period.

Adjusted Gross Profit
Adjusted gross profit is a non-GAAP financial measure that we define as loss from operations before depreciation and amortization, clinical equity-based compensation expense, clinical restructuring costs and selling, general, and administrative expenses.

Adjusted gross profit should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted gross profit in lieu of loss from operations, which is the most directly comparable financial measure calculated in accordance with GAAP.

Our use of the term adjusted gross profit may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies.

Investor Contact
Harrison Zhuo
hzhuo@ahcusa.com

Media Contact
Priya Shah
mPR, Inc. for Alignment Health
alignment@mpublicrelations.com