Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2021



Alignment Healthcare, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-40295   46-5596242
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification Number)

1100 W. Town and Country Road

Suite 1600

Orange, California 92868

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-844-310-2247

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




Name of each exchange

on which registered

Common Stock, par value $0.001 per share   ALHC   The 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 17, 2021, Alignment Healthcare, Inc. issued a press release announcing its financial results for its first quarter ended March 31, 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





99.1    Press Release Dated May 17, 2021




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: May 17, 2021


Alignment Healthcare, Inc.


  /s/ Thomas Freeman



Thomas Freeman



Chief Financial Officer




Exhibit 99.1




ORANGE, Calif. (May 17, 2021) – Alignment Healthcare, Inc. (“Alignment Healthcare” or the “Company”) (Nasdaq: ALHC), a mission-based, tech-enabled Medicare Advantage company, today reported financial results for its first quarter ended March 31, 2021.

“I’m incredibly proud of all Alignment Healthcare has accomplished in the first quarter of 2021, from successfully completing our initial public offering, to exceeding our expectations across each and every key performance metric, including health plan membership, revenue, adjusted gross profit, and adjusted EBITDA,” said John Kao, founder and CEO. “Our founding mission — to improve health care one senior at a time — drives our distinct model in this category, one that uses direct engagement and purposeful technology to deliver care that is personalized, holistic and coordinated to our growing family of senior members nationwide. The result is improved care experiences and clinical outcomes that we are built to uphold with a level of scalability, repeatability and consistency as we continue to grow.”

“Our success in the quarter was driven by continued execution on our near-term strategy of growing our membership, expanding into new markets, and establishing new beachhead markets in new states,” Kao added. “Our high-tech, high-touch clinical model is working and our product innovation continues to meet the needs of our members. We’ve made great progress so far this year and we believe our proven model will drive growth throughout 2021 and beyond.”

First Quarter 2021 Financial Highlights

All comparisons, unless otherwise noted, are to the three months ended March 31, 2020.



Health plan membership at the end of the quarter was approximately 83,100, up 32% year over year



Total revenue was $267.1 million, up 19% year over year



Health plan premium revenue of $264.7 million represented 30% growth year over year; total revenue was offset by a reduction in third party payor capitation revenue



Medical benefit ratio was 91.5%



Adjusted gross profit was $22.6 million



Adjusted EBITDA was $(14.0) million



As of March 31, 2021, total cash was $528.4 million. Debt was $150.9 million; debt net of debt issuance cost amortization was $145.7 million

Outlook for Second Quarter and Fiscal Year 2021


     Three Months Ending
June 30, 2021

Twelve Months Ending

December 31, 2021


$ Millions

   Low      High      Low      High  

Health Plan Membership

     83,300        83,700        83,500        84,500  


     $265        $270        $1,040        $1,055  

Adjusted Gross Profit

     $32        $34        $116        $122  

Adjusted EBITDA

     ($9)        ($10)        ($56)        ($51)  

Conference Call Details

The company will host a conference call at 5 p.m. E.T. to discuss these results and management’s outlook for future financial and operational performance. The conference call can be accessed by dialing (833) 607-1669 for U.S. participants, or (914) 987-7881 for international participants, and referencing participant code 5475534. A live audio webcast 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 second quarter ended June 30, 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. 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 our initial public offering, filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2021 and our quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 17, 2021. 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)



     March 31,
    December 31,
2020 (1)

Current Assets:



   $ 528,417     $ 207,311  

Accounts receivable (less allowance for credit losses of $8 at March 31, 2021 and $0 at December 31, 2020, respectively)

     49,458       40,140  

Prepaid expenses and other current assets

     26,773       17,225  







Total current assets

     604,648       264,676  

Property and equipment, net

     28,403       27,145  

Right of use asset, net

     9,577       9,888  

Goodwill and intangible assets, net

     34,563       34,645  

Restricted and other assets

     2,153       2,148  







Total assets

   $ 679,344     $ 338,502  






Liabilities and Stockholders’ Equity     

Current Liabilities:


Medical expenses payable

   $ 128,673     $ 112,605  

Accounts payable and accrued expenses

     19,639       15,675  

Accrued compensation

     21,481       25,172  







Total current liabilities

     169,793       153,452  

Long-term debt, net of debt issuance costs

     145,734       144,168  

Long-term portion of lease liabilities

     9,565       10,271  







Total liabilities

     325,092       307,891  







Commitments and Contingencies (Note 12)


Stockholders’ Equity:


Preferred stock, $.001 par value; 100,000,000 and 0 shares authorized as of March 31, 2021 and December 31, 2020 respectively; no shares issued and outstanding as of March 31, 2021 and December 31, 2020

     —         —    

Common stock, $.001 par value; 1,000,000,000 and 164,063,787 shares authorized as of March 31, 2021 and December 31, 2020 respectively; 187,273,782 and 164,063,787 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

     188       164  

Additional paid-in capital

     790,509       410,018  

Accumulated deficit

     (436,445     (379,571







Total stockholders’ equity

     354,252       30,611  







Total liabilities and stockholders’ equity

   $ 679,344     $ 338,502  









The condensed consolidated balance sheet as of December 31, 2020 is 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)



     Ended March 31,  
     2021     2020  



Earned premiums

   $ 267,000     $ 224,266  


     82       367  







Total revenues

     267,082       224,633  









Medical expenses

     251,095       193,396  

Selling, general, and administrative expenses

     64,914       32,787  

Depreciation and amortization

     3,737       3,565  







Total expenses

     319,746       229,748  







Loss from operations

     (52,664     (5,115







Other expenses:


Interest expense

     4,248       4,160  

Other (income) expenses

     (38     797  







Total other expenses

     4,210       4,957  







Loss before income taxes

     (56,874     (10,072

Provision for income taxes

     —         —    







Net loss

   $ (56,874   $ (10,072







Total weighted-average common shares outstanding - basic and diluted(1)

     154,432,027       140,764,196  







Net loss per share - basic and diluted

   $ (0.37   $ (0.07









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)



     For the Three Months
Ended March 31,
     2021     2020  

Operating Activities:


Net loss

   $ (56,874   $ (10,072

Adjustments to reconcile net loss to net cash used in operating activities:


Provision for doubtful accounts

     8       10  

Depreciation and amortization

     3,789       3,670  

Amortization-debt issuance costs and investment discount

     550       540  

Payment-in-kind interest

     1,015       982  

Loss on disposal of property and equipment

     —         860  

Equity-based compensation and common stock payments

     20,388       326  

Non-cash lease expense

     648       573  

Changes in operating assets and liabilities:


Accounts receivable

     (9,326     (9,671

Prepaid expenses and other current assets

     (9,547     (8,908

Other assets

     (6     2  

Medical expenses payable

     16,069       (5,516

Accounts payable and accrued expenses

     (298     6,544  

Accrued compensation

     (3,691     (1,101

Lease liabilities

     (832     3,883  

Noncurrent liabilities

     —         (3,941







Net cash used in operating activities

     (38,107     (21,819







Investing Activities:


Purchase of investments

     (750     (1,000

Sale of investments

     750       250  

Acquisition of property and equipment

     (4,446     (3,085

Proceeds from the sale of property and equipment

     —         100  







Net cash used in investing activities

     (4,446     (3,735







Financing Activities:


Issuance of long-term debt

     —         —    

Debt issuance costs

     —         —    

Equity repurchase

     (1,474     (516

Issuance of common stock

     390,600       135,000  

Common stock issuance costs

     (25,467     (3,000







Net cash provided by financing activities

     363,659       131,484  







Net increase in cash

     321,106       105,930  

Cash and restricted cash at beginning of period

     207,811       86,484  







Cash and restricted cash at end of period

   $ 528,917     $ 192,414  







Supplemental disclosure of cash flow information:


Cash paid for interest

   $ 2,682     $ 2,637  

Supplemental non-cash investing and financing activities:


Acquisition of property in accounts payable

   $ 474     $ 93  

Common stock issuance costs included in accounts payable and accrued expenses

   $ 3,532     $ 700  

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



   $ 528,417     $ 192,414  

Restricted cash in restricted and other assets

     500       —    








   $ 528,917     $ 192,414  









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 Reconciliation

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.

Adjusted EBITDA is reconciled as follows:


     Three Months Ended March 31,  
             2021                      2020          
(dollars in thousands)              

Net loss

   $ (56,874    $ (10,072

Add back:


Interest expense

   $ 4,248      $ 4,160  

Depreciation and amortization

     3,789        3,670  








     (48,837      (2,242

Equity-based compensation

     31,787        326  

Reorganization and transaction-related expenses

     3,008        —    







Adjusted EBITDA

   $ (14,042    $ (1,916









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 Reconciliation

Adjusted Gross Profit is a non-GAAP financial measure that we define as revenue 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 gross profit, 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.

Adjusted Gross Profit is reconciled as follows:


     Three Months Ended March 31,  
             2021                     2020          
(dollars in thousands)             


   $ 267,082     $ 224,633  

Medical expenses

     251,095       193,396  







Gross profit

     15,987       31,237  

Gross profit %

     6.0     13.9

Add back:


Equity-based compensation (medical expenses)

   $ 6,566     $ —    

Depreciation (medical expenses)

     52       105  







Total add back

     6,618       105  







Adjusted gross profit

   $ 22,605     $ 31,342  







Adjusted gross profit %

     8.5     14.0

Medical benefits ratio

     91.5     86.0



Investor Contact

Bob East

ICR Westwicke for Alignment Healthcare


(443) 213-0500

Media Contact

Maggie Habib

mPR, Inc. for Alignment Healthcare


(310) 916-6934