Form 8-K
0001832466 False 0001832466 2021-11-04 2021-11-04 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):  November 4, 2021

_______________________________

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)

 

(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 November 4, 2021, Alignment Healthcare, Inc. issued a press release announcing its financial results for its third quarter ended September 30, 2021. 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 November 4, 2021
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: November 4, 2021By: /s/ Thomas Freeman        
  Thomas Freeman
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Alignment Healthcare Reports Third Quarter 2021 Financial Results

ORANGE, Calif., Nov. 04, 2021 (GLOBE NEWSWIRE) -- Alignment Healthcare, Inc. (“Alignment Healthcare” or the “Company”) (Nasdaq: ALHC), a mission-based, tech-enabled Medicare Advantage company, today reported financial results for its third quarter ended September 30, 2021.

“I’m pleased to be reporting another strong quarter of performance across all of our key metrics. We continued to focus our efforts on continuous improvement as we strive to deliver the highest quality care by leveraging the power of our AVA technology platform, care model and provider engagement efforts,” said John Kao, founder and CEO. 

“During the quarter, we further enhanced our product offerings, reflecting our commitment to putting our seniors first. I’m confident that our differentiated approach and rich product offerings will be key to our ability to execute our focus on growing membership in a reliable, sustainable fashion,” Kao added.

Third Quarter 2021 Financial Highlights
All comparisons, unless otherwise noted, are to the three months ended September 30, 2020.

Adjusted Gross Profit is reconciled as follows:

  Three Months Ended September 30, Nine Months Ended September 30,
   2021   2020   2021   2020 
(dollars in thousands)        
Income (loss) from operations $(41,450) $15,060  $(134,606) $22,532 
Add back:        
Equity-based compensation (medical expenses)  2,435   -   11,458   - 
Depreciation (medical expenses)  53   87   159   280 
Depreciation and amortization  4,080   3,933   11,725   11,024 
Selling, general, and administrative expenses  76,846   38,794   212,910   105,279 
Total add back  83,414   42,814   236,252   116,583 
Adjusted gross profit $41,964  $57,874  $101,646  $139,115 
Adjusted gross profit %  14.3%  23.3%  11.7%  19.4%
Medical benefit ratio  85.7%  76.7%  88.3%  80.6%
                 

Adjusted EBITDA is reconciled as follows:

  Three Months Ended September 30, Nine Months Ended September 30,
   2021   2020  2021   2020
(dollars in thousands)        
Net income (loss) $(45,816) $10,846 $(147,452) $9,139
Add back:        
Interest expense  4,414   4,271  12,991   12,623
Depreciation and amortization  4,133   4,020  11,884   11,304
EBITDA  (37,269)  19,137  (122,577)  33,066
Equity-based compensation(1)  30,511   304  93,185   980
Reorganization and transaction-related expenses(2)  457    4,058  
Acquisition expenses(3)  789    1,090  
Adjusted EBITDA $(5,512) $19,441 $(24,244) $34,046

     

 (1)2021 represents equity-based compensation related to the timing of the Company’s initial public offering (“IPO”), including the previously issued stock appreciation rights liability awards, modifications related to transaction vesting units, and new grants made in conjunction with the IPO. 2020 represents equity-based compensation related to certain Class B and Class C membership units issued by Alignment Healthcare Holdings, LLC prior to the pre-IPO corporate reorganization (the “Reorganization”) described in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 4, 2021 (the “Form 10-Q”).
   
 (2)Represents legal, professional, accounting and other advisory fees related to the Reorganization and the IPO that are considered non-recurring and non-capitalizable.
   
 (3)Represents acquisition-related fees, such as legal and advisory fees, that are non-recurring and non-capitalizable.
   

Outlook for Fourth Quarter and Fiscal Year 2021

 Three Months Ending
December 31, 2021
Twelve Months Ending
December 31, 2021
$ MillionsLowHighLowHigh
Health Plan Membership86,10086,30086,10086,300
Revenue$265$270$1,135$1,140
Adjusted Gross Profit1$24$28$126$130
Adjusted EBITDA2($30)($25)($54)($49)

_______________________

  1. Adjusted gross profit is a non-GAAP financial measure that is presented as supplemental disclosure, that we define as revenues less medical expenses before depreciation and amortization and equity-based compensation expense. We cannot reconcile our estimated ranges for adjusted gross profit to income (loss) from operations, the most directly comparable GAAP measure, and cannot provide estimated ranges for income (loss) from operations, without unreasonable efforts because of the uncertainty around certain items that may impact income (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 income (loss) before interest expense, income taxes, depreciation and amortization expense, reorganization and transaction-related expenses 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 5:30 p.m. E.T. today to discuss these results and management’s outlook for future financial and operational performance. The conference call can be accessed by dialing (833) 607-1710 for U.S. participants, or (914) 987-7921 for international participants, and referencing participant code 5491140. A live audio webcast, along with this earnings release and financial tables, will be available online at https://ir.alignmenthealthcare.com/. 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 link, and will remain available for approximately 12 months.

About Alignment Healthcare
Alignment Healthcare is a consumer-centric platform delivering customized health care in the United States to seniors and those who need it most, the chronically ill and frail, through its Medicare Advantage plans. Alignment Healthcare provides partners and patients with customized care and service where they need it and when they need it, including clinical coordination, risk management and technology facilitation. Alignment Healthcare offers health plan options through Alignment Health Plan, and also partners with select health plans to help deliver better benefits at lower costs.

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 fourth quarter ended December 31, 2021 and year ended December 31, 2021. 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; our ability to maintain a high rating for our plans on the Five Star Quality Rating System; risks associated with being a government contractor; changes in laws and regulations applicable to our business model; changes in market or industry conditions and receptivity to our technology and services; results of litigation or a security incident; the impact of shortages of qualified personnel and related increases in our labor costs; and the impact of COVID-19 on our business and results of operation. 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 our amended registration statement relating to the IPO, filed with the SEC on March 23, 2021, and the Form 10-Q. 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)

  September 30, 2021 December 31, 2020 (1)
Assets    
Current Assets:    
Cash $500,485  $207,311 
Accounts receivable (less allowance for credit losses of $74 at September 30, 2021 and $0 at December 31, 2020, respectively)  47,671   40,140 
Prepaid expenses and other current assets  29,236   17,225 
Total current assets  577,392   264,676 
Property and equipment, net  31,505   27,145 
Right of use asset, net  8,272   9,888 
Goodwill and intangible assets, net  35,213   34,645 
Other assets  4,545   2,148 
Total assets $656,927  $338,502 
Liabilities and Stockholders' Equity    
Current Liabilities:    
Medical expenses payable $128,775  $112,605 
Accounts payable and accrued expenses  16,557   15,675 
Accrued compensation  29,810   25,172 
Total current liabilities  175,142   153,452 
Long-term debt, net of debt issuance costs  148,967   144,168 
Long-term portion of lease liabilities  7,743   10,271 
Total liabilities  331,852   307,891 
Commitments and Contingencies (Note 12)    
Stockholders' Equity:    
Preferred stock, $.001 par value; 100,000,000 and 0 shares authorized as of September 30, 2021 and December 31, 2020, respectively; no shares issued and outstanding as of September 30, 2021 and December 31, 2020      
Common stock, $.001 par value; 1,000,000,000 and 164,063,787 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 187,250,836 and 164,063,787 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively  188   164 
Additional paid-in capital  851,895   410,018 
Accumulated deficit  (527,023)  (379,571)
Total Alignment Healthcare, Inc. stockholders' equity  325,060   30,611 
Noncontrolling interest  15    
Total stockholders' equity  325,075   30,611 
     Total liabilities and stockholders' equity $656,927  $338,502 


 (1)The condensed consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of that date and was retroactively adjusted, including shares and per share amounts, as a result of the Reorganization. See Form 10-Q for additional details.
   

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

  Three Months Ended September 30, Nine Months Ended September 30,
   2021   2020   2021   2020
Revenues:        
Earned premiums $293,275  $245,491  $869,014  $713,713
Other  191   2,376   485   3,100
Total revenues  293,466   247,867   869,499   716,813
Expenses:        
Medical expenses  253,990   190,080   779,470   577,978
Selling, general, and administrative expenses  76,846   38,794   212,910   105,279
Depreciation and amortization  4,080   3,933   11,725   11,024
Total expenses  334,916   232,807   1,004,105   694,281
Income (loss) from operations  (41,450)  15,060   (134,606)  22,532
Other expenses:        
Interest expense  4,414   4,271   12,991   12,623
Other (income) expenses  (48)  (57)  (145)  770
Total other expenses  4,366   4,214   12,846   13,393
Income (loss) before income taxes  (45,816)  10,846   (147,452)  9,139
Provision for income taxes           
Net income (loss) attributable to Alignment Healthcare, Inc. $(45,816) $10,846  $(147,452) $9,139
         
Total weighted-average common shares outstanding - basic and diluted(1)  177,828,872   152,255,955   169,786,542   148,747,914
Net income (loss) per share - basic and diluted $(0.26) $0.07  $(0.87) $0.06


 (1)The weighted-average shares used in computing net loss per share, basic and diluted were retroactively adjusted as a result of the Reorganization. See Form 10-Q for additional details.
   

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

  Nine Months Ended September 30,
   2021   2020 
Operating Activities:      
Net income (loss) $(147,452) $9,139 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:      
Provision for credit loss  74   54 
Depreciation and amortization  11,884   11,304 
Amortization-debt issuance costs and investment discount  1,681   1,634 
Payment-in-kind interest  3,118   2,989 
Loss on disposal of property and equipment     990 
Equity-based compensation and common stock payments  81,786   980 
Non-cash lease expense  2,001   1,756 
Changes in operating assets and liabilities:    
     Accounts receivable  (6,731)  (972)
     Prepaid expenses and other current assets  (11,829)  (10,249)
     Other assets  8   35 
     Medical expenses payable  15,402   (2,115)
     Accounts payable and accrued expenses  (443)  (3,495)
     Accrued compensation  4,638   7,236 
     Lease liabilities  (2,779)  2,362 
     Noncurrent liabilities     (3,941)
          Net cash provided by (used in) operating activities  (48,642)  17,707 
Investing Activities:    
Asset acquisition, net of cash received  (1,405)   
Purchase of investments  (2,475)  (1,325)
Sale of investments  1,425   575 
Acquisition of property and equipment  (15,409)  (10,983)
Proceeds from the sale of property and equipment     100 
        Net cash used in investing activities  (17,864)  (11,633)
Financing Activities:    
Purchase of noncontrolling interest  15    
Equity repurchase  (1,474)  (1,361)
Issuance of common stock  390,600   135,000 
Common stock issuance costs  (29,011)  (3,371)
   Net cash provided by financing activities  360,130   130,268 
Net increase in cash  293,624   136,342 
Cash and restricted cash at beginning of period  207,811   86,484 
Cash and restricted cash at end of period $501,435  $222,826 
Supplemental disclosure of cash flow information:    
Cash paid for interest $8,193  $7,997 
Supplemental non-cash investing and financing activities:     
Acquisition of property in accounts payable $438  $43 
     


The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets to the total above:
  September 30, 2021 September 30, 2020
Cash $500,485 $222,326
Restricted cash in other assets  950  500
Total $501,435 $222,826
     

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 income (loss) before interest expense, income taxes, depreciation and amortization expense, reorganization and transaction-related expenses 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 income (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 and equity-based compensation by total revenues in a given period.

Adjusted Gross Profit

Adjusted Gross Profit is a non-GAAP financial measure that we define as revenues less medical expenses before depreciation and amortization and equity-based compensation expense.

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 income (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
Bob East
ICR Westwicke for Alignment Healthcare
AlignmentIR@westwicke.com

Media Contact
Maggie Habib
mPR, Inc. for Alignment Healthcare
alignment@mpublicrelations.com