Form 8-K
0001832466 False 0001832466 2021-08-09 2021-08-09 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 9, 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 Rd, Suite1600

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 August 9, 2021, Alignment Healthcare, Inc. issued a press release announcing its financial results for its second quarter ended June 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 August 9, 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: August 9, 2021By: /s/ Thomas Freeman        
  Thomas Freeman
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Alignment Healthcare Reports Second Quarter 2021 Financial Results

ORANGE, Calif., Aug. 09, 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 second quarter ended June 30, 2021.

“Our results in the second quarter exceeded our expectations across the board including our membership, revenue, adjusted gross profit and adjusted EBITDA, leading us to raise our outlook for the full year of 2021,” said John Kao, founder and CEO. “During the quarter, the team made notable progress on our growth strategy by entering new states, expanding to contiguous markets, and developing new, innovative customer-focused plans – all of which put us in a solid position for 2022. We also expanded our provider network to support our growth in these new markets by signing several partnerships with high-quality providers. The power of our AVA technology and our expertise in Medicare Advantage offers a compelling value proposition for providers, helping them grow and gain market share.”

“The positive feedback we are receiving from our members gives me increased confidence that we are on the right track, and I believe the action we took in the second quarter should set us up to deliver sustainable long-term growth,” Kao added.

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

Adjusted Gross Profit is reconciled as follows:

  Three Months Ended June 30, Six Months Ended June 30,
   2021   2020   2021   2020 
(dollars in thousands)        
Revenues $308,951  $244,313  $576,033  $468,946 
Medical expenses  274,385   194,502   525,480   387,898 
Gross profit  34,566   49,811   50,553   81,048 
Gross profit %  11.2%  20.4%  8.8%  17.3%
Add back:        
Equity-based compensation (medical expenses)  2,457      9,023    
Depreciation  54   88   106   193 
Total add back  2,511   88   9,129   193 
Adjusted gross profit $37,077  $49,899  $59,682  $81,241 
Adjusted gross profit %  12.0%  20.4%  10.4%  17.3%
Medical benefits ratio  88.0%  79.6%  89.6%  82.7%
                 

Adjusted EBITDA is reconciled as follows:

  Three Months Ended June 30, Six Months Ended June 30,
   2021   2020   2021   2020 
(dollars in thousands)        
Net income (loss) $(44,762) $8,365  $(101,636) $(1,707)
Add back:        
Interest expense  4,329   4,192   8,577   8,352 
Depreciation and amortization  3,962   3,614   7,751   7,284 
EBITDA  (36,471)  16,171   (85,308)  13,929 
Equity-based compensation(1)  30,887   350   62,674   676 
Reorganization and transaction-related expenses(2)  593      3,601    
Acquisition expenses(3)  301      301    
Adjusted EBITDA $(4,690) $16,521  $(18,732) $14,605 
         


(1)2021 represents equity-based compensation related to the timing of the IPO, including the previously issued SARs liability awards, modifications related to transaction vesting units, and new grants made in conjunction with the IPO. 2020 represents equity-based compensation related to the Incentive Units.
(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 Third Quarter and Fiscal Year 2021

 

 Three Months Ending
September 30, 2021
Twelve Months Ending
December 31, 2021
$ MillionsLowHighLowHigh
Health Plan Membership84,80085,20085,00085,800
Revenue$270$275$1,105$1,120
Adjusted Gross Profit1$30$32$117$123
Adjusted EBITDA2($19)($17)($55)($50)
     

_______________________

  1. Adjusted gross profit is a non-GAAP financial measure that is presented as supplemental disclosure, that we define as revenue less medical expenses before depreciation and amortization and equity-based compensation expense. We cannot reconcile our estimated ranges for adjusted gross profit to gross profit, the most directly comparable GAAP measure, and cannot provide estimated ranges for gross profit, without unreasonable efforts because of the uncertainty around certain items that may impact gross profit, 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 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) 607-1669 for U.S. participants, or (914) 987-7881 for international participants, and referencing participant code 8778115. 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 third quarter ended September 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 June 30, 2021, filed with the SEC on August 9, 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)
(Unaudited)

  June 30,
2021
 December 31,
2020
(1)
Assets    
Current Assets:    
Cash $494,618  $207,311 
Accounts receivable (less allowance for credit losses of $46 at June 30, 2021 and $0 at December 31, 2020, respectively)  66,472   40,140 
Prepaid expenses and other current assets  31,801   17,225 
Total current assets  592,891   264,676 
Property and equipment, net  29,532   27,145 
Right of use asset, net  8,876   9,888 
Goodwill and intangible assets, net  35,310   34,645 
Other assets  3,447   2,148 
Total assets $670,056  $338,502 
Liabilities and Stockholders' Equity    
Current Liabilities:    
Medical expenses payable $136,478  $112,605 
Accounts payable and accrued expenses  14,615   15,675 
Accrued compensation  22,643   25,172 
Total current liabilities  173,736   153,452 
Long-term debt, net of debt issuance costs  147,333   144,168 
Long-term portion of lease liabilities  8,607   10,271 
Total liabilities  329,676   307,891 
Commitments and Contingencies (Note 12)    
Stockholders' Equity:    
Preferred stock, $.001 par value; 100,000,000 and 0 shares authorized as of June 30, 2021 and December 31, 2020 respectively; no shares issued and outstanding as of June 30, 2021 and December 31, 2020      
Common stock, $.001 par value; 1,000,000,000 and 164,063,787 shares authorized as of June 30, 2021 and December 31, 2020 respectively; 187,273,782 and 164,063,787 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively  188   164 
Additional paid-in capital  821,384   410,018 
Accumulated deficit  (481,207)  (379,571)
Total Alignment Healthcare, Inc. stockholders' equity  340,365   30,611 
Noncontrolling interest  15    
Total stockholders' equity  340,380   30,611 
Total liabilities and stockholders' equity $670,056  $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 June 30, Six Months Ended June 30,
   2021   2020   2021   2020 
Revenues:        
Earned premiums $308,739  $243,956  $575,739  $468,222 
Other  212   357   294   724 
Total revenues  308,951   244,313   576,033   468,946 
Expenses:        
Medical expenses  274,385   194,502   525,480   387,898 
Selling, general, and administrative expenses  71,150   33,698   136,064   66,485 
Depreciation and amortization  3,908   3,526   7,645   7,091 
Total expenses  349,443   231,726   669,189   461,474 
Income (loss) from operations  (40,492)  12,587   (93,156)  7,472 
Other expenses:        
Interest expense  4,329   4,192   8,577   8,352 
Other (income) expenses  (59)  30   (97)  827 
Total other expenses  4,270   4,222   8,480   9,179 
Income (loss) before income taxes  (44,762)  8,365   (101,636)  (1,707)
Provision for income taxes            
Net income (loss) attributable to Alignment Healthcare, Inc. $(44,762) $8,365  $(101,636) $(1,707)
         
Total weighted-average common shares outstanding - basic and diluted(1)  176,842,122   153,185,039   165,698,982   146,974,618 
Net income (loss) per share - basic and diluted $(0.25) $0.05  $(0.61) $(0.01)
         


(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)

  Six Months Ended June 30,
   2021   2020 
Operating Activities:    
Net loss $(101,636) $(1,707)
Adjustments to reconcile net loss to net cash used in operating activities:    
Provision for credit loss  46   35 
Depreciation and amortization  7,751   7,284 
Amortization-debt issuance costs and investment discount  1,110   1,082 
Payment-in-kind interest  2,054   1,974 
Loss on disposal of property and equipment     990 
Equity-based compensation and common stock payments  51,275   676 
Non-cash lease expense  1,314   1,151 
Changes in operating assets and liabilities:    
Accounts receivable  (25,503)  (18,674)
Prepaid expenses and other current assets  (14,393)  (6,729)
Other assets  6   35 
Medical expenses payable  23,105   (1,108)
Accounts payable and accrued expenses  (2,368)  6,408 
Accrued compensation  (2,529)  1,052 
Lease liabilities  (1,788)  3,140 
Noncurrent liabilities     (3,941)
    Net cash used in operating activities  (61,556)  (8,332)
Investing Activities:    
Asset acquisition, net of cash received  (1,405)   
Purchase of investments  (800)  (1,000)
Sale of investments  800   250 
Acquisition of property and equipment  (9,462)  (6,725)
Proceeds from the sale of property and equipment     100 
    Net cash used in investing activities  (10,867)  (7,375)
Financing Activities:    
Purchase of noncontrolling interest  15    
Equity repurchase  (1,474)  (1,023)
Issuance of common stock  390,600   135,000 
Common stock issuance costs  (29,011)  (3,371)
Net cash provided by financing activities  360,130   130,606 
Net increase in cash  287,707   114,899 
Cash and restricted cash at beginning of period  207,811   86,484 
Cash and restricted cash at end of period $495,518  $201,383 
Supplemental disclosure of cash flow information:    
Cash paid for interest $5,413  $5,293 
Supplemental non-cash investing and financing activities:     
Acquisition of property in accounts payable $418  $258 
The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets to the total above    
Cash $494,618  $200,883 
Restricted cash in other assets  900   500 
Total $495,518  $201,383 
     

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 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.

Investor Contact
Bob East
ICR Westwicke for Alignment Healthcare
AlignmentIR@westwicke.com
(443) 213-0500

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