Form 8-K
0001832466 False 0001832466 2023-08-03 2023-08-03 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):  August 3, 2023

_______________________________

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 August 3, 2023, Alignment Healthcare, Inc. issued a press release announcing its financial results for its second quarter ended June 30, 2023. 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 August 3, 2023
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: August 3, 2023By: /s/ Thomas Freeman        
  Thomas Freeman
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Alignment Healthcare Reports Second Quarter 2023 Results; Beats Outlook Across All Four Critical KPIs

ORANGE, Calif., Aug. 03, 2023 (GLOBE NEWSWIRE) -- Alignment Healthcare, Inc. (NASDAQ: ALHC), a tech-enabled Medicare Advantage company, today reported financial results for its second quarter ended June 30, 2023.

“Our employees continue to deliver results by putting our members first, helping us to beat guidance across all four of our key metrics, including membership, revenue, adjusted gross profit and adjusted EBITDA,” said John Kao, founder and CEO. “We are making our mission of changing health care one person at a time a reality.”

Second Quarter 2023 Financial Highlights
All comparisons, unless otherwise noted, are to the three months ended June 30, 2022.

Adjusted Gross Profit is reconciled as follows:

         
  Three Months Ended June 30, Six Months Ended June 30,
   2023   2022   2023   2022 
(dollars in thousands)        
Loss from operations $(23,659)  $(6,648) $(56,148) $(43,123)
Add back:        
Equity-based compensation (medical expenses)  1,767   1,718   4,291   4,839 
Depreciation (medical expenses)  69   49   130   92 
Depreciation and amortization  5,195   4,180   10,116   8,130 
Selling, general, and administrative expenses  70,199   61,673   140,607   135,966 
Total add back  77,230   67,620   155,144   149,027 
Adjusted gross profit $53,571  $60,972  $98,996  $105,904 
Adjusted gross profit %  11.6%  16.6%  11.0%  14.9%
Medical benefit ratio  88.4%  83.4%  89.0%  85.1%
         

Adjusted EBITDA is reconciled as follows:

  Three Months Ended June 30, Six Months Ended June 30, 
   2023   2022   2023   2022  
(dollars in thousands)         
Net loss $(28,494) $(11,580) $(65,865) $(52,397) 
Less: Net loss attributable to noncontrolling interest  17      104     
Add back:         
Interest expense  5,262   4,490   10,281   8,891  
Depreciation and amortization  5,264   4,229   10,246   8,222  
Income taxes  1      2     
EBITDA  (17,950)  (2,861)  (45,232)  (35,284) 
Equity-based compensation(1)   15,636   12,099   37,614   40,146  
Acquisition expenses(2)  548   573   680   1,059  
(Gain) loss on sublease(3)  (289)  509   (289)  509  
Adjusted EBITDA $(2,055) $10,320  $(7,227) $6,430  


(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 gain or loss related to right of use (“ROU”) assets that were subleased in the respective period.
   

Outlook for Third Quarter and Fiscal Year 2023

 Three Months Ending
September 30, 2023
Twelve Months Ending
December 31, 2023
$ MillionsLow  High  Low  High  
Health Plan Membership113,500 113,700 113,500 115,500 
Revenue$440 $445 $1,760 $1,785 
Adjusted Gross Profit1$54 $57 $205 $217 
Adjusted EBITDA2($12) ($9) ($34) ($20) 

                                                

  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, gains or losses from subleases 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. 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/azqemcsm. 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 52 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 quarter ending September 30, 2023, and year ending December 31, 2023. 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; 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, 2022, 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)

  June 30, 2023 December 31, 2022
Assets    
Current Assets:    
Cash and cash equivalents $395,258  $409,549 
Accounts receivable (less allowance for credit losses of $51 at June 30, 2023 and $0 at December 31, 2022, respectively)  88,925   92,890 
Short-term investments  122,249    
Prepaid expenses and other current assets  77,185   42,107 
Total current assets  683,617   544,546 
Property and equipment, net  43,032   37,169 
Right of use asset, net  10,613   5,825 
Goodwill and intangible assets, net  40,133   40,288 
Other assets  6,151   6,035 
Total assets $783,546  $633,863 
Liabilities and Stockholders' Equity    
Current Liabilities:    
Medical expenses payable $207,198  $170,135 
Accounts payable and accrued expenses  21,271   31,980 
Deferred premium revenue  147,477   308 
Accrued compensation  25,905   27,538 
Total current liabilities  401,851   229,961 
Long-term debt, net of debt issuance costs  161,378   160,902 
Long-term portion of lease liabilities  9,205   3,698 
Total liabilities  572,434   394,561 
Commitments and Contingencies    
Stockholders' Equity:    
Preferred stock, $.001 par value; 100,000,000 and 100,000,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively; no shares issued and outstanding as of June 30, 2023 and December 31, 2022      
Common stock, $.001 par value; 1,000,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 188,512,765 and 187,280,015 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively  188   187 
Additional paid-in capital  1,007,794   970,180 
Accumulated deficit  (798,002)  (732,241)
Total Alignment Healthcare, Inc. stockholders' equity  209,980   238,126 
Noncontrolling interest  1,132   1,176 
Total stockholders' equity  211,112   239,302 
Total liabilities and stockholders' equity $783,546  $633,863 
 
     

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

  Three Months Ended June 30, Six Months Ended June 30, 
   2023   2022   2023   2022  
Revenues:         
Earned premiums $456,877  $366,180  $891,689  $711,472  
Other  5,502   294   9,845   528  
Total revenues  462,379   366,474   901,534   712,000  
Expenses:         
Medical expenses  410,644   307,269   806,959   611,027  
Selling, general, and administrative expenses  70,199   61,673   140,607   135,966  
Depreciation and amortization  5,195   4,180   10,116   8,130  
Total expenses  486,038   373,122   957,682   755,123  
Loss from operations  (23,659)  (6,648)  (56,148)  (43,123) 
Other expenses:         
Interest expense  5,262   4,490   10,281   8,891  
Other expenses (income)  (428)  442   (566)  383  
Total other expenses  4,834   4,932   9,715   9,274  
Loss before income taxes  (28,493)  (11,580)  (65,863)  (52,397) 
Provision for income taxes  1      2     
Net loss $(28,494) $(11,580) $(65,865) $(52,397) 
Less: Net loss attributable to noncontrolling interest  17      104     
Net loss attributable to Alignment Healthcare, Inc. $(28,477) $(11,580) $(65,761) $(52,397) 
Total weighted-average common shares outstanding - basic and diluted  185,991,460   181,262,640   184,560,652   180,075,014  
Net loss per share - basic and diluted $(0.15) $(0.06) $(0.36) $(0.29) 
          
          

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

  Six Months Ended June 30,
   2023   2022 
Operating Activities:    
Net loss $(65,865) $(52,397)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Provision for credit loss  51   111 
(Gain) loss on sublease  (289)  509 
Depreciation and amortization  10,246   8,222 
Amortization-investment discount  (1,716)   
Amortization-debt issuance costs  734   1,140 
Amortization of payment-in-kind interest     2,170 
Equity-based compensation  37,614   40,146 
Non-cash lease expense  1,348   1,415 
Changes in operating assets and liabilities:    
Accounts receivable  3,914   (39,609)
Prepaid expenses and other current assets  (35,077)  (6,586)
Other assets  (112)  (150)
Medical expenses payable  37,063   47,985 
Accounts payable and accrued expenses  (8,996)  (3,099)
Deferred premium revenue  147,169   (53)
Accrued compensation  (1,632)  940 
Lease liabilities  (2,165)  (2,028)
Net cash provided by (used in) operating activities  122,287   (1,284)
Investing Activities:    
Purchase of business, net of cash received     (1,113)
Purchase of investments  (156,943)  (1,100)
Sale of investments  36,150   1,000 
Acquisition of property and equipment  (15,845)  (10,769)
Net cash used in investing activities  (136,638)  (11,982)
Financing Activities:    
Repurchase of noncontrolling interest     (100)
Contributions from noncontrolling interest holders  60    
Net cash provided by (used in) financing activities  60   (100)
Net decrease in cash  (14,291)  (13,366)
Cash, cash equivalents and restricted cash at beginning of period  411,299   468,350 
Cash, cash equivalents and restricted cash at end of period $397,008  $454,984 
Supplemental disclosure of cash flow information:    
Cash paid for interest $8,986  $5,565 
Supplemental non-cash investing and financing activities:     
Asset acquisition cost included in accounts payable and accrued expenses    
Acquisition of property in accounts payable $42  $232 
Purchase of business in accounts payable $  $240 
     

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

  June 30, 2023 June 30, 2022
Cash and cash equivalents $395,258 $453,234
Restricted cash in other assets  1,750  1,750
Total $397,008 $454,984
     

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, gains or losses on subleases 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 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 Health
alignment@mpublicrelations.com