Form 8-K
0001832466 False 0001832466 2023-11-02 2023-11-02 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 2, 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 November 2, 2023, Alignment Healthcare, Inc. issued a press release announcing its financial results for its third quarter ended September 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 November 2, 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: November 2, 2023By: /s/ Thomas Freeman        
  Thomas Freeman
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Alignment Healthcare Reports Third Quarter 2023 Results; Exceeds Guidance Across All Key Financial Metrics

ORANGE, Calif., Nov. 02, 2023 (GLOBE NEWSWIRE) -- Alignment Healthcare, Inc. (NASDAQ: ALHC), today reported financial results for its third quarter ended Sept. 30, 2023.

“Alignment Healthcare’s third quarter results show we're doing Medicare Advantage (MA) right,” said John Kao, founder and CEO. “It’s more than just numbers – it's about service, quality and advocacy, backed by seven consecutive years of our largest MA contract achieving at least 4- out of 5-stars.”

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

Adjusted Gross Profit is reconciled as follows:

         
  Three Months Ended September 30, Nine Months Ended September 30,
   2023   2022   2023   2022 
(dollars in thousands)        
Loss from operations $(29,756) $(33,410) $(85,904) $(76,533)
Add back:        
Equity-based compensation (medical expenses)  1,733   1,912   6,024   6,751 
Depreciation (medical expenses)  64   57   194   149 
Depreciation and amortization  5,497   4,456   15,613   12,586 
Selling, general, and administrative expenses  83,089   76,452   223,696   212,418 
Total add back  90,383   82,877   245,527   231,904 
Adjusted gross profit $60,627  $49,467  $159,623  $155,371 
Medical benefit ratio  86.7%  86.3%  88.2%  85.5%
         

Adjusted EBITDA is reconciled as follows:

  Three Months Ended September 30, Nine Months Ended September 30,
   2023   2022   2023   2022 
(dollars in thousands)        
Net loss $(35,077) $(40,247) $(100,942) $(92,644)
Less: Net loss attributable to noncontrolling interest  30      134    
Add back:        
Interest expense  5,466   4,605   15,747   13,496 
Depreciation and amortization  5,561   4,513   15,807   12,735 
Income taxes  -   167   2   167 
EBITDA  (24,020)  (30,962)  (69,252)  (66,246)
Equity-based compensation(1)   13,569   18,687   51,183   58,833 
Reorganization and transaction-related expenses(2)     579      579 
Acquisition expenses(3)  81   7   761   1,066 
Litigation costs and settlement (4)  1,950      1,950    
(Gain) loss on sublease(5)        (289)  509 
Loss on extinguishment of debt     2,196      2,196 
Adjusted EBITDA $(8,420) $(9,493) $(15,647) $(3,063)
         

(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 legal, professional, accounting and other advisory fees related to a secondary offering 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 (a) $0.1 million in legal fees and a $0.9 million reserve for settlement related to a wage and hour class action lawsuit and (b) $0.9 million in legal fees related to legal action initiated by the Company seeking injunctive relief prohibiting member solicitation in violation of CMS regulations. Refer to Note 12, "Commitments and Contingencies" in our condensed consolidated financial statements for more information regarding certain related litigation. Costs reflected consist of litigation costs considered outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy.

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

Outlook for Fourth Quarter and Fiscal Year 2023

 Three Months Ending
December 31, 2023
Twelve Months Ending
December 31, 2023
$ MillionsLowHighLowHigh
Health Plan Membership117,600118,600117,600118,600
Revenue$422$442$1,780$1,800
Adjusted Gross Profit1$46$54$206$214
Adjusted EBITDA2($18)($10)($34)($26)

_______________________

  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, acquisition expenses, certain litigation costs and settlements, 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/wsums52s. 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 offers more than 40 benefits-rich, value-driven Medicare Advantage 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 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)

  September 30, 2023 December 31, 2022
Assets    
Current Assets:    
Cash and cash equivalents $391,643  $409,549 
Accounts receivable (less allowance for credit losses of $91 at September 30, 2023 and $0 at December 31, 2022, respectively)  105,523   92,890 
Short-term investments  123,926    
Prepaid expenses and other current assets  45,878   42,107 
Total current assets  666,970   544,546 
Property and equipment, net  47,162   37,169 
Right of use asset, net  10,472   5,825 
Goodwill and intangible assets, net  40,106   40,288 
Other assets  6,082   6,035 
Total assets $770,792  $633,863 
Liabilities and Stockholders' Equity    
Current Liabilities:    
Medical expenses payable $203,435  $170,135 
Accounts payable and accrued expenses  25,356   31,980 
Deferred premium revenue  146,342   308 
Accrued compensation  35,141   27,538 
Total current liabilities  410,274   229,961 
Long-term debt, net of debt issuance costs  161,595   160,902 
Long-term portion of lease liabilities  9,318   3,698 
Total liabilities  581,187   394,561 
Commitments and Contingencies    
Stockholders' Equity:    
Preferred stock, $.001 par value; 100,000,000 and 100,000,000 shares authorized as of September 30, 2023 and December 31, 2022, respectively; no shares issued and outstanding as of September 30, 2023 and December 31, 2022      
Common stock, $.001 par value; 1,000,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 188,911,520 and 187,280,015 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively  189   187 
Additional paid-in capital  1,021,363   970,180 
Accumulated deficit  (833,049)  (732,241)
Total Alignment Healthcare, Inc. stockholders' equity  188,503   238,126 
Noncontrolling interest  1,102   1,176 
Total stockholders' equity  189,605   239,302 
Total liabilities and stockholders' equity $770,792  $633,863 
     

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

  Three Months Ended September 30,  Nine Months Ended September 30,
   2023   2022   2023   2022 
Revenues:        
Earned premiums $450,235  $359,978  $1,341,924  $1,071,450 
Other  6,474   370   16,319   898 
Total revenues  456,709   360,348   1,358,243   1,072,348 
Expenses:        
Medical expenses  397,879   312,850   1,204,838   923,877 
Selling, general, and administrative expenses  83,089   76,452   223,696   212,418 
Depreciation and amortization  5,497   4,456   15,613   12,586 
Total expenses  486,465   393,758   1,444,147   1,148,881 
Loss from operations  (29,756)  (33,410)  (85,904)  (76,533)
Other expenses:        
Interest expense  5,466   4,605   15,747   13,496 
Other expenses (income)  (145)  (131)  (711)  252 
Loss on extinguishment of debt     2,196      2,196 
Total other expenses  5,321   6,670   15,036   15,944 
Loss before income taxes  (35,077)  (40,080)  (100,940)  (92,477)
Provision for income taxes     167   2   167 
Net loss $(35,077) $(40,247) $(100,942) $(92,644)
Less: Net loss attributable to noncontrolling interest  30      134    
Net loss attributable to Alignment Healthcare, Inc. $(35,047) $(40,247) $(100,808) $(92,644)
Total weighted-average common shares outstanding - basic and diluted  187,328,318   182,123,363   185,493,345   180,765,300 
Net loss per share - basic and diluted $(0.19) $(0.22) $(0.54) $(0.51)
         

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

  Nine Months Ended September 30,
   2023   2022 
Operating Activities:    
Net loss $(100,942) $(92,644)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Provision for credit loss  91   150 
(Gain) loss on sublease  (289)  510 
Depreciation and amortization  15,807   12,735 
Amortization-investment discount  (3,349)  (8)
Amortization-debt issuance costs  1,037   1,616 
Amortization of payment-in-kind interest     2,943 
Equity-based compensation  51,183   58,833 
Non-cash lease expense  1,653   2,151 
Loss on extinguishment of debt     2,196 
Changes in operating assets and liabilities:    
Accounts receivable  (12,724)  (29,840)
Prepaid expenses and other current assets  (3,771)  (8,742)
Other assets  (119)  (137)
Medical expenses payable  33,299   45,509 
Accounts payable and accrued expenses  (4,613)  2,030 
Deferred premium revenue  146,034   116,298 
Accrued compensation  7,604   7,484 
Lease liabilities  (2,622)  (3,126)
Payment-in-kind interest     (14,122)
Net cash provided by operating activities  128,279   103,836 
Investing Activities:    
Purchase of business, net of cash received     (2,393)
Purchase of investments  (281,582)  (2,825)
Sale of investments  160,735   2,425 
Acquisition of property and equipment  (25,398)  (17,317)
Net cash used in investing activities  (146,245)  (20,110)
Financing Activities:    
Repurchase of noncontrolling interest     (100)
Issuance of long-term debt     165,000 
Debt issuance costs     (4,601)
Repayment of long-term debt     (143,179)
Contributions from noncontrolling interest holders  60    
Net cash provided by financing activities  60   17,120 
Net decrease in cash  (17,906)  100,846 
Cash, cash equivalents and restricted cash at beginning of period  411,299   468,350 
Cash, cash equivalents and restricted cash at end of period $393,393  $569,196 
Supplemental disclosure of cash flow information:    
Cash paid for interest $13,943  $22,447 
Supplemental non-cash investing and financing activities:     
Acquisition of property in accounts payable $117  $290 
Purchase of business in accounts payable $  $375 
     

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

  September 30, 2023 September 30, 2022
Cash and cash equivalents $391,643 $567,446
Restricted cash in other assets  1,750  1,750
Total $393,393 $569,196
     

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, acquisition expenses, certain litigation costs and settlements, 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