Form 8-K
0001832466 False 0001832466 2022-11-03 2022-11-03 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 3, 2022

_______________________________

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 November 3, 2022, Alignment Healthcare, 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 Number     Description
   
99.1 Press Release dated November 3, 2022
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 3, 2022By: /s/ Thomas Freeman        
  Thomas Freeman
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Alignment Healthcare Reports Third Quarter Results; Continues to Beat Guidance Across All Key Financial Metrics; Raises Full-Year 2022 Outlook

ORANGE, Calif., Nov. 03, 2022 (GLOBE NEWSWIRE) -- Alignment Healthcare, Inc. (NASDAQ: ALHC), a tech-enabled Medicare Advantage company, today reported financial results for its third quarter ended Sept. 30, 2022.

“Alignment Healthcare’s solid performance in the third quarter is a testament to the repeatability and scalability of our operating model,” said John Kao, founder and CEO. “The quarter shows how strategic long-term investments in our people and our technology allow us to effectively deliver durable financial results across the markets we serve.”

“Key to this success is Alignment’s proprietary data platform AVA® and the insights it provides across our business to drive value and innovation year after year, as evidenced by our 2023 star ratings,” Kao added. “Achieving 5 out of 5 stars in North Carolina in our first year and maintaining a notable 4 out of 5 stars for our HMO plan in California for the sixth consecutive year puts approximately 95% of our members in plans rated 4 stars or greater, at a time when the number of plans nationwide achieving 4- and 5-star ratings have dropped by double-digit percentages over the last year. This quarter’s results have added significant momentum to an already impressive first half of the year and drive confidence in our team’s ability to achieve our full-year financial targets.”

Third Quarter 2022 Financial Highlights
All comparisons, unless otherwise noted, are to the three months ended Sept. 30, 2021.

Adjusted Gross Profit is reconciled as follows:

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2022   2021   2022   2021 
(dollars in thousands)        
Loss from operations $(33,410) $(41,450) $(76,533) $(134,606)
Add back:        
Equity-based compensation (medical expenses)  1,912   2,435   6,751   11,458 
Depreciation (medical expenses)  57   53   149   159 
Depreciation and amortization  4,456   4,080   12,586   11,725 
Selling, general, and administrative expenses  76,452   76,846   212,418   212,910 
Total add back  82,877   83,414   231,904   236,252 
Adjusted gross profit $49,467  $41,964  $155,371  $101,646 
Adjusted gross profit %  13.7%  14.3%  14.5%  11.7%
Medical benefit ratio  86.3%  85.7%  85.5%  88.3%
                 

Adjusted EBITDA is reconciled as follows:

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2022   2021   2022   2021 
(dollars in thousands)        
Net loss $(40,247) $(45,816) $(92,644) $(147,452)
Add back:        
Interest expense  4,605   4,414   13,496   12,991 
Depreciation and amortization  4,513   4,133   12,735   11,884 
Income taxes  167      167    
EBITDA  (30,962)  (37,269)  (66,246)  (122,577)
Equity-based compensation(1)  18,687   30,511   58,833   93,185 
Reorganization and transaction-related expenses(2)  579   457   579   4,058 
Acquisition expenses(3)  7   789   1,066   1,090 
Loss on sublease(4)        509    
Loss on extinguishment of debt  2,196      2,196    
Adjusted EBITDA $(9,493) $(5,512) $(3,063) $(24,244)


(1)2022 represents equity-based compensation related to grants made in the current year, as well as equity-based compensation related to the timing of the IPO, which includes previously issued stock appreciation rights liability awards, modifications related to transaction vesting units, and grants made in conjunction with the IPO. 2021 represents equity-based compensation related to the timing of the IPO as previously discussed. Equity-based compensation expense for the nine months ended September 30, 2021 includes $11.4 million related to the cash settlement of pre-IPO stock appreciation rights.

(2)Represents legal, professional, accounting and other advisory fees related to our pre-IPO corporate 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-capitalizable.

(4)Represents loss related to right of use (“ROU”) assets that were subleased in the second quarter of 2022.

  

Outlook for Fourth Quarter and Fiscal Year 2022

  Three Months Ending
December 31, 2022
 Twelve Months Ending
December 31, 2022

$ Millions Low
 High Low High
Health Plan Membership 98,000 99,000 98,000 99,000
Revenue $338 $343 $1,410 $1,415
Adjusted Gross Profit1 $34 $37 $189 $192
Adjusted EBITDA2 ($30) ($27) ($33) ($30)

_______________________

  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, 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, reorganization and transaction-related expenses, equity-based compensation expense, loss on sublease and loss on extinguishment of debt. 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. EDT today to discuss these results and management’s outlook for future financial and operational performance. Participants can pre-register for or join the webcast at the start of the conference call by navigating to https://edge.media-server.com/mmc/p/bp29iep6. A live audio webcast will be available online at https://ir.alignmenthealth.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 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 is a tech-enabled Medicare Advantage company that offers more than 40 benefits-rich, value-driven plans that serve 38 counties across four 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 fourth quarter ending December 31, 2022, and year ending December 31, 2022. 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; 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; 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 Annual Report on Form 10-K for the year ended December 31, 2021, 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)
 
  September 30, 2022 December 31, 2021
Assets    
Current Assets:    
Cash $567,446  $466,600 
Accounts receivable (less allowance for credit losses of $217 at September 30, 2022 and $111 at December 31, 2021, respectively)  88,220   58,512 
Prepaid expenses and other current assets  36,493   27,747 
Total current assets  692,159   552,859 
Property and equipment, net  35,577   30,358 
Right of use asset, net  6,085   7,853 
Goodwill and intangible assets, net  37,618   35,116 
Other assets  6,104   4,709 
Total assets $777,543  $630,895 
Liabilities and Stockholders' Equity    
Current Liabilities:    
Medical expenses payable $171,395  $125,886 
Accounts payable and accrued expenses  20,691   16,962 
Deferred premium revenue  116,767   469 
Accrued compensation  31,411   23,928 
Total current liabilities  340,264   167,245 
Long-term debt, net of debt issuance costs  160,677   150,620 
Long-term portion of lease liabilities  4,458   6,975 
Total liabilities  505,399   324,840 
     
Stockholders' Equity:    
Preferred stock, $.001 par value; 100,000,000 and 0 shares authorized as of September 30, 2022 and December 31, 2021, respectively; no shares issued and outstanding as of September 30, 2022 and December 31, 2021      
Common stock, $.001 par value; 1,000,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 187,263,976 and 187,193,613 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively  187   187 
Additional paid-in capital  947,295   888,547 
Accumulated deficit  (675,338)  (582,694)
Total Alignment Healthcare, Inc. stockholders' equity  272,144   306,040 
Noncontrolling interest     15 
Total stockholders' equity  272,144   306,055 
Total liabilities and stockholders' equity $777,543  $630,895 


Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
 
  Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2022   2021   2022   2021 
Revenues:        
Earned premiums $359,978  $293,275  $1,071,450  $869,014 
Other  370   191   898   485 
Total revenues  360,348   293,466   1,072,348   869,499 
Expenses:        
Medical expenses  312,850   253,990   923,877   779,470 
Selling, general, and administrative expenses  76,452   76,846   212,418   212,910 
Depreciation and amortization  4,456   4,080   12,586   11,725 
Total expenses  393,758   334,916   1,148,881   1,004,105 
Loss from operations  (33,410)  (41,450)  (76,533)  (134,606)
Other expenses:        
Interest expense  4,605   4,414   13,496   12,991 
Other expenses (income)  (131)  (48)  252   (145)
Loss on extinguishment of debt  2,196      2,196    
Total other expenses  6,670   4,366   15,944   12,846 
Loss before income taxes  (40,080)  (45,816)  (92,477)  (147,452)
Provision for income taxes  167      167    
Net loss attributable to Alignment Healthcare, Inc. $(40,247) $(45,816) $(92,644) $(147,452)
         
Total weighted-average common shares outstanding - basic and diluted  182,123,363   177,828,872   180,765,300   169,786,542 
Net loss per share - basic and diluted $(0.22) $(0.26) $(0.51) $(0.87)


Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 
  Nine Months Ended
September 30,
   2022   2021 
Operating Activities:    
Net loss $(92,644) $(147,452)
Adjustments to reconcile net loss to net cash used in operating activities:    
Provision for credit loss  150   74 
Loss on sublease  510    
Depreciation and amortization  12,735   11,884 
Amortization-debt issuance costs and investment discount  1,608   1,681 
Amortization of payment-in-kind interest  2,943   3,118 
Equity-based compensation and common stock payments  58,833   81,786 
Non-cash lease expense  2,151   2,001 
Loss on extinguishment of debt  2,196    
Changes in operating assets and liabilities:    
Accounts receivable  (29,840)  (6,731)
Prepaid expenses and other current assets  (8,742)  (11,829)
Other assets  (137)  8 
Medical expenses payable  45,509   15,402 
Accounts payable and accrued expenses  2,030   (539)
Deferred premium revenue  116,298   96 
Accrued compensation  7,484   4,638 
Lease liabilities  (3,126)  (2,779)
Payment-in-kind interest  (14,122)   
Net cash provided by (used in) operating activities  103,836   (48,642)
Investing Activities:    
Purchase of business, net of cash received  (2,393)   
Asset acquisition, net of cash received     (1,405)
Purchase of investments  (2,825)  (2,475)
Sale of investments  2,425   1,425 
Acquisition of property and equipment  (17,317)  (15,409)
Net cash used in investing activities  (20,110)  (17,864)
Financing Activities:    
Repurchase of noncontrolling interest  (100)  15 
Equity repurchase     (1,474)
Issuance of long-term debt  165,000    
Debt issuance costs  (4,601)   
Repayment of long-term debt  (143,179)   
Issuance of common stock     390,600 
Common stock issuance costs     (29,011)
Net cash provided by financing activities  17,120   360,130 
Net increase in cash  100,846   293,624 
Cash and restricted cash at beginning of period  468,350   207,811 
Cash and restricted cash at end of period $569,196  $501,435 
Supplemental disclosure of cash flow information:    
Cash paid for interest $22,447  $8,193 
Supplemental non-cash investing and financing activities:    
Acquisition of property in accounts payable $290  $438 
Purchase of business in accounts payable $375  $ 
     

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

  September 30,
2022
 September 30,
2021
Cash $567,446  $500,485 
Restricted cash in other assets  1,750   950 
Total $569,196  $501,435 
     

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, reorganization and transaction-related expenses, equity-based compensation expense, loss on sublease and loss on extinguishment of debt.

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 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 loss from operations before depreciation and amortization, clinical equity-based compensation expense, 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
Maggie Habib
mPR, Inc. for Alignment Healthcare
alignment@mpublicrelations.com