Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with our audited financial statements and the accompanying notes as well as “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2021 (our "Annual Report"), as well as our unaudited condensed consolidated financial statements and related notes presented herein in Part I, Item 1 included elsewhere in this Quarterly Report. Unless the context otherwise indicates or requires, the terms “we”, “our” and the “Company” as used herein refer to Alignment Healthcare, Inc. and its consolidated subsidiaries, including Alignment Healthcare Holdings, LLC, which is Alignment Healthcare, Inc.’s predecessor for financial reporting purposes.
In addition to historical data, the discussion contains forward-looking statements about the business, operations and financial performance of the Company based on our current expectations that involves risks, uncertainties and assumptions. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed above in "Forward-Looking Statements," and Part II, Item 1A, "Risk Factors.”
Overview
Alignment is a next generation, consumer-centric platform designed to revolutionize the healthcare experience for seniors. We deliver this experience through our Medicare Advantage plans, which are customized to meet the needs of a diverse array of seniors. Our innovative model of consumer-centric healthcare is purpose-built to provide seniors with care as it should be: high quality, low cost and accompanied by a vastly improved consumer experience. We combine a proprietary technology platform and a high-touch clinical model that enhances our members’ lifestyles and health outcomes while simultaneously controlling costs, which allows us to reinvest savings back into our platform and products to directly benefit the senior consumer. We have grown Health Plan Membership, which we define as members enrolled in our health maintenance organization ("HMO") and preferred provider organization ("PPO") contracts, from approximately 13,000 at inception to 98,000 as of September 30, 2022, representing a 29% compound annual growth rate across 38 markets and 4 states. Our ultimate goal is to bring this differentiated, advocacy-driven healthcare experience to millions of senior consumers in the United States and to become the most trusted senior healthcare brand in the country.
Our model is based on a flywheel concept, referred to as our “virtuous cycle,” which is designed to delight our senior consumers. We start by listening to and engaging with our seniors in order to provide a superior experience in both their healthcare and daily living needs. Through our proprietary technology platform, Alignment's Virtual Application ("AVA"), we utilize data and predictive algorithms that are specifically designed to ensure personalized care is delivered to each member. When our information-enabled care model is combined with our member engagement, we are able to improve healthcare outcomes by, for example, reducing unnecessary hospital admissions, which in turn lowers overall costs. Our ability to manage healthcare expenditures while maintaining quality and member satisfaction is a distinct and sustainable competitive advantage. Our lower total healthcare expenditures allow us to reinvest our savings into richer coverage and benefits, which propels our growth in revenue and membership due to the enhanced consumer value proposition. As we grow, we continue to listen to and incorporate member feedback, and we are able to further enhance benefits and produce strong clinical outcomes. Our virtuous cycle, based on the principle of doing well by doing good, is highly repeatable and a core tenet of our ability to continue to expand in existing and new markets in the future.
For the 2022 plan year, Alignment offers plans in 38 markets across California (18 markets), North Carolina (15 markets), Nevada (three markets) and Arizona (two markets). There are approximately 7.0 million Medicare-eligible seniors in our current markets.
In June 2022, we announced our anticipated expansion for the 2023 plan year into 14 additional markets across our four existing states and two new states, Florida and Texas. With these expansions, we will reach an additional 1.1 million Medicare-eligible seniors, resulting in a total of 8.1 million Medicare-eligible seniors across 52 counties in six states.
Factors Affecting Our Performance
Our proprietary technology platform, AVA, is a key element of our business with capabilities that we expect to impact our future performance. AVA enables us to personalize and manage our member relationships, care quality and experience, and to coordinate and manage risk with our provider partners. AVA’s unified platform, analytical tools and data across the healthcare ecosystem enable
24
us to produce consistent outcomes, unit economics and support new member growth. Additionally, our historical financial performance has been, and we expect our financial performance in the future will be, driven by our ability to:
•Capitalize on Our Existing Market Growth Opportunity: Our ability to attract and retain members to grow in our existing markets depends on our ability to offer a superior value proposition. We have proven that we can compete against, and take market share from, large established players in highly competitive markets. According to CMS data, we were one of the top three Medicare Advantage Organizations in terms of HMO net members growth in our California counties between 2016 and 2022. Further, there are approximately 3.8 million Medicare-eligible individuals enrolled in Medicare Advantage plans in our existing 38 counties, of which our approximately 98,000 Health Plan Members represents only 3% market share. We believe that there are still significant opportunities for future growth even in our most mature markets where we have a 10-20% market share. Additionally, we are evaluating other opportunities to leverage our historical investments in our technology platform and our comprehensive clinical model across our existing and potentially new geographies. In April 2021, we entered into CMS Innovation Center’s Direct Contracting program, which allows us to partner directly with physicians to help manage their Medicare FFS patient populations and participate in the upside and downside risk associated with managing the health of such patients. As of September 30, 2022, we had approximately 5,000 members in our Direct Contracting Entity (“DCE”) arrangement with our clinician partners. While our participation in this program is still in its relatively early stages, we believe this DCE partnership is indicative of the value we can potentially deliver to a broader set of seniors in traditional Medicare over time.
•Drive Growth and Consistent Outcomes Through New Market Expansion: We enter new markets with the goal of building brand awareness across our key stakeholders to achieve meaningful market share over time. We intend to focus on markets with significant senior populations where we expect to be able to replicate our model most effectively. Our analytical framework for selecting new markets to enter evaluates a number of factors, including: the presence of aligned provider partners, our ability to compete effectively based on the richness of our products, and our ability to build and deploy local market care delivery teams efficiently. We believe that investment in new market development is required to drive sustained long-term growth, and our willingness to make such investments is underpinned by our proven success in a diverse array of markets across our existing geographic footprint. Enabled by AVA, we have been successful in rural, urban and suburban markets, as well as markets with varying degrees of provider and health system competition and control. Our existing markets also feature a diverse array of membership profiles across ethnicities, income levels and acuity. We expanded into six new markets in 2021 and 16 new markets in 2022. In June 2022, we announced our anticipated expansion for the 2023 plan year into 14 additional markets across our four existing states and two new states, Florida and Texas.
•Provide Superior Service, Care and Consumer Satisfaction: We are highly focused on providing superior service and care to our members and on maintaining high levels of consumer satisfaction, which are key to our financial performance and growth. The CMS Five Star Quality Rating System provides economic incentives to Medicare Advantage plans that achieve higher Star ratings by (i) meeting certain care criteria (such as completing particular preventative screening procedures or ensuring proper follow-up care is provided for specific conditions or episodes) and (ii) receiving high member satisfaction ratings. These incentives impact financial performance in the year following the CMS Rating Year (for example, CMS’s announcement of the 2023 Ratings occurred in the second half of 2022 and will impact our financial performance in 2024). Historically, we have earned additional bonus payments from CMS based on our performance under CMS’s Five Star Quality Rating System. For the last six years (CMS Rating Years 2018-2023), we have achieved at least a 4 Star overall rating for our California HMO contract, which has historically represented either the entirety or a vast majority of our health plan membership. We also achieved a 5 Star rating for our North Carolina HMO plan for Rating Year 2023. This is important to our financial performance, as (i) earning a 4 Star rating generally allows us to receive a 5% bonus to our revenue benchmark rate in our bids (subject to certain county-level adjustments), and (ii) a 4.5 Star rating allows us to retain a larger portion of the savings our model creates relative to our benchmark by increasing our rebate percentage from 65% to 70% of savings, both of which allow us to offer richer coverage and supplemental benefits. A 5 Star rating also allows for year-round enrollment. Our plans in Arizona, Texas, and Florida do not yet have independent Star ratings due to our limited operating history in those markets. As a result, payments in Arizona, Texas, and Florida are expected to be based on the weighted average Star rating of the entire company for the next several years. In aggregate, more than 90% of our health plan members are enrolled in plans rated 4 stars and above, meaning the vast majority of members consistently receive a high-quality care experience, as defined under CMS star measurement criteria.
•Effectively Manage the Quality of Care to Improve Member Outcomes: Our care delivery model is based on a clinical continuum through which we have created a highly personalized experience that is unique to each member depending on their personal health and circumstances. Utilizing data and predictive analytics generated by AVA, our clinical continuum separates seniors into four categories in order to provide optimized care for every stage of a senior’s life: healthy, healthy utilizer, pre-chronic and chronic. We partner with our broader network of community providers to service members in our
25
non-chronic categories, and we have developed a Care Anywhere program implemented by our internal clinical teams to care for our higher risk and/or chronically ill members. By investing in our members’ care proactively, our model has consistently reduced unnecessary and costly care while improving the quality of our members’ lifestyle and healthcare experience. By delivering superior care and preventing avoidable utilization of the healthcare system, we are able to reduce our claims expenditures in some of our largest medical expense categories, which translates to superior medical benefits ratio (“MBR”) financial performance and ultimately the ability to offer richer products in the market.
•Achieve Superior Unit Economics: As our senior population ages, their healthcare needs become more frequent and complex. To combat the healthcare cost increases that typically result, we proactively look to (i) connect with our population early in their enrollment with Alignment to assess their care needs, (ii) develop care plans and engage those members with more chronic, complex health challenges in our clinical model, and (iii) continue to monitor and evaluate our healthier members in a preventative fashion over time. Given the Medicare Advantage payment mechanism and the retention of the vast majority of our members who continue to choose Alignment after their initial selection year, we are able to focus our efforts on driving favorable long-term health outcomes for our entire population. As a result, our clinical model efforts have demonstrated the ability to lower the MBRs of our returning members. We believe this is evidence of our ability to manage the financial risk of our members as they age, and that these favorable underlying unit economic trends translate directly to our ability to continue to deliver a richer product to the marketplace. With this dynamic in mind, our consolidated MBR may be impacted year-to-year based on our pace of new member growth and mix of members by cohort. However, we believe our ability to sustain MBR performance improvement over time positions us well to invest in new member growth to drive long-term financial performance.
•Invest in our Platform and Growth: We plan to continue to invest in our business in order to further develop our AVA platform, pursue new expansion opportunities and create innovative product offerings. In addition, in order to maintain a differentiated value proposition for our members, we continue to invest in innovative product offerings and supplementary benefits to meet the evolving needs of the senior consumer. We anticipate further investments in our business as we expand into new markets and pursue strategic acquisitions, which we expect will primarily be focused on healthcare delivery groups in key geographies, standalone and provider-sponsored Medicare Advantage plans and other complementary risk bearing assets.
•Navigate Seasonality to our Business: Our operational and financial results will experience some variability depending upon the time of year in which they are measured. We experience the largest portion of member growth during the first quarter, when plan enrollment selections made during the annual enrollment period ("AEP") from October 15th through December 7th of the prior year take effect. As a result, we expect to see a majority of our member growth occur on January 1 of a given calendar year. As the year progresses, our per-member revenue often declines as new members join us, typically with less complete or accurate documentation (and therefore lower risk-adjustment scores), and senior mortality disproportionately impacts our higher-acuity (and therefore greater revenue) members. Medical costs will vary seasonally depending on a number of factors, but most significantly the weather. Certain illnesses, such as the influenza virus, are far more prevalent during colder months of the year, which will result in an increase in medical expenses during these time periods. We therefore expect to see higher levels of per-member medical costs in the first and fourth quarters. The design of our prescription drug coverage (Medicare Part D) results in coverage that varies as a member’s cumulative out-of-pocket costs pass through successive stages of a member’s plan period, which begins annually on January 1 for renewals. These plan designs generally result in us sharing a greater portion of the responsibility for total prescription drug costs in the early stages of the year and less in the latter stages, which typically results in a higher MBR on our Part D program in the first half of the year relative to the second half of the year. In addition, we expect our corporate, general and administrative expenses to increase in absolute dollars for the foreseeable future to support our growth and because of additional costs of being a public company. Due to the timing of many of these investments, including our primary sales and marketing season, we typically incur a greater level of investment in the second half of the year relative to the first half of the year.
26
Executive Summary
The following table presents key financial statistics for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
(dollars in '000's, except percentages) |
|
2022 |
|
|
2021 |
|
|
% Change |
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
Health plan membership (at period end) |
|
|
98,000 |
|
|
|
86,000 |
|
|
|
14.0 |
% |
|
|
98,000 |
|
|
|
86,000 |
|
|
|
14.0 |
% |
Medical benefits ratio |
|
|
86.3 |
% |
|
|
85.7 |
% |
|
|
0.6 |
% |
|
|
85.5 |
% |
|
|
88.3 |
% |
|
|
-2.8 |
% |
Revenues |
|
$ |
360,348 |
|
|
$ |
293,466 |
|
|
|
22.8 |
% |
|
$ |
1,072,348 |
|
|
$ |
869,499 |
|
|
|
23.3 |
% |
Loss from Operations |
|
$ |
(33,410 |
) |
|
$ |
(41,450 |
) |
|
NM(2) |
|
|
$ |
(76,533 |
) |
|
$ |
(134,606 |
) |
|
NM(2) |
|
Net loss |
|
$ |
(40,247 |
) |
|
$ |
(45,816 |
) |
|
NM(2) |
|
|
$ |
(92,644 |
) |
|
$ |
(147,452 |
) |
|
NM(2) |
|
Adjusted EBITDA(1) |
|
$ |
(9,493 |
) |
|
$ |
(5,512 |
) |
|
NM(2) |
|
|
$ |
(3,063 |
) |
|
$ |
(24,244 |
) |
|
NM(2) |
|
Adjusted gross profit (1) |
|
$ |
49,467 |
|
|
$ |
41,964 |
|
|
|
17.9 |
% |
|
$ |
155,371 |
|
|
$ |
101,646 |
|
|
|
52.9 |
% |
(1)See “Adjusted EBITDA” and "Adjusted Gross Profit" below for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP and related disclosures.
Health Plan Membership
We define Health Plan Membership as the number of members enrolled in our HMO and PPO contracts as of the end of a reporting period. We believe this is an important metric to assess growth of our underlying business, which is indicative of our ability to consistently offer a superior value proposition to seniors. This metric excludes third party payor members with respect to which we are at-risk for managing their healthcare expenditures, which represented approximately 500 members and 600 members as of September 30, 2022 and 2021, respectively. It also excludes the approximately 5,000 traditional Medicare seniors for which we are at-risk for managing their healthcare expenditures through our DCE contract with CMS.
Adjusted Gross Profit and Medical Benefits Ratio
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 is a key measure used by our management and Board to understand and evaluate our operating performance and trends before the impact of our consolidated 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.
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 |
% |
We calculate our MBR by dividing total medical expenses, excluding depreciation and equity-based compensation, by total revenues in a given period. We believe our MBR is an indicator of our gross profit for our Medicare Advantage plans and demonstrates the
27
ability of our clinical model to produce superior outcomes by identifying and providing targeted care to our high-risk members resulting in improved member health and reduced total population medical expenses. We expect that this metric may fluctuate over time due to a variety of factors, including our pace of new member growth given that new members typically join Alignment with higher MBRs, while our model has demonstrated an ability to improve MBR for a given cohort over time.
When we determine, on an annual basis, whether we have satisfied the CMS minimum Medical Loss Ratio of 85%, adjustments are made to the MBR calculation to include certain additional expenses related to improving the quality of care provided, and to exclude certain taxes and fees, in each case as permitted or required by CMS and applicable regulatory requirements.
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 is a key measure used by our management and our Board to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of our business. Given our intent to continue to invest in our platform and the scalability of our business in the short to medium-term, we believe Adjusted EBITDA over the long term will be an important indicator of value creation.
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.
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 ("SARs") 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 SARs.
(2)Represents legal, professional, accounting and other advisory fees related to the Reorganization, IPO, and secondary offerings 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.
28
Results of Operations
The following table sets forth our consolidated statements of operations data for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
(40,247 |
) |
|
$ |
(45,816 |
) |
|
$ |
(92,644 |
) |
|
$ |
(147,452 |
) |
The following table sets forth our consolidated statements of operations data expressed as a percentage of total revenues for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
(% of revenue) |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Earned premiums |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total revenues |
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Medical expenses |
|
|
87 |
|
|
|
87 |
|
|
|
86 |
|
|
|
90 |
|
Selling, general and administrative expenses |
|
|
21 |
|
|
|
26 |
|
|
|
20 |
|
|
|
24 |
|
Depreciation and amortization |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Total expenses |
|
|
109 |
|
|
|
114 |
|
|
|
107 |
|
|
|
115 |
|
Loss from operations |
|
|
(9 |
) |
|
|
(14 |
) |
|
|
(7 |
) |
|
|
(15 |
) |
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
1 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Other expenses (income) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss on extinguishment of debt |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total other expenses |
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Loss before income taxes |
|
|
(11 |
) |
|
|
(16 |
) |
|
|
(9 |
) |
|
|
(17 |
) |
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
(11 |
)% |
|
|
(16 |
)% |
|
|
(9 |
)% |
|
|
(17 |
)% |
29
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Change |
|
|
|
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Earned premiums |
|
$ |
359,978 |
|
|
$ |
293,275 |
|
|
$ |
66,703 |
|
|
|
22.7 |
% |
Other |
|
|
370 |
|
|
|
191 |
|
|
|
179 |
|
|
|
93.7 |
% |
Total revenues |
|
$ |
360,348 |
|
|
$ |
293,466 |
|
|
$ |
66,882 |
|
|
|
22.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
Change |
|
|
|
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Earned premiums |
|
$ |
1,071,450 |
|
|
$ |
869,014 |
|
|
$ |
202,436 |
|
|
|
23.3 |
% |
Other |
|
|
898 |
|
|
|
485 |
|
|
|
413 |
|
|
|
85.2 |
% |
Total revenues |
|
$ |
1,072,348 |
|
|
$ |
869,499 |
|
|
$ |
202,849 |
|
|
|
23.3 |
% |
Revenues. Revenues were $360.4 million and $293.5 million for the three months ended September 30, 2022 and 2021, respectively, an increase of $66.9 million or 22.8%. Revenues were $1,072.3 million and $869.5 million for the nine months ended September 30, 2022 and 2021, respectively, an increase of $202.8 million or 23.3%. The increase was driven by a combination of growth in our Health Plan membership and higher revenue per member per month in 2022 as compared to 2021. Health plan membership increased 14.0% between September 30, 2021 and September 30, 2022. The increase in revenue per member per month is primarily attributable to an increase in the CMS benchmark rates.
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Change |
|
|
|
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Medical expenses |
|
$ |
312,850 |
|
|
$ |
253,990 |
|
|
$ |
58,860 |
|
|
|
23.2 |
% |
Selling, general and administrative expenses |
|
|
76,452 |
|
|
|
76,846 |
|
|
|
(394 |
) |
|
|
(0.5 |
)% |
Depreciation and amortization |
|
|
4,456 |
|
|
|
4,080 |
|
|
|
376 |
|
|
|
9.2 |
% |
Total expenses |
|
$ |
393,758 |
|
|
$ |
334,916 |
|
|
$ |
58,842 |
|
|
|
17.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
|
|
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Medical expenses |
|
$ |
923,877 |
|
|
$ |
779,470 |
|
|
$ |
144,407 |
|
|
|
18.5 |
% |
Selling, general and administrative expenses |
|
|
212,418 |
|
|
|
212,910 |
|
|
|
(492 |
) |
|
|
(0.2 |
)% |
Depreciation and amortization |
|
|
12,586 |
|
|
|
11,725 |
|
|
|
861 |
|
|
|
7.3 |
% |
Total expenses |
|
$ |
1,148,881 |
|
|
$ |
1,004,105 |
|
|
$ |
144,776 |
|
|
|
14.4 |
% |
Medical Expenses. Medical expenses were $312.9 million and $254.0 million for the three months ended September 30, 2022 and 2021, respectively, an increase of $58.9 million, or 23.2%. Medical expenses were $923.9 million and $779.5 million for the nine months ended September 30, 2022 and 2021, respectively, an increase of $144.4 million, or 18.5%. The increase was driven primarily by the growth in Alignment’s Health Plan membership. Overall, medical expenses for the nine months ended September 30, 2022 grew at a lower rate than total revenues compared to the nine months ended September 30, 2021 primarily due to the impact of COVID-19 on utilization in 2021. For the three months ended March 31, 2021, we experienced an increase in inpatient admissions due to COVID-related hospitalizations. However, for the remainder of fiscal year 2021 and the first nine months of 2022, we saw a decline in COVID-related inpatient utilization (compared to the first quarter of 2021) as vaccination rates improved across our senior
30
population and the milder omicron variant became dominant. The ultimate impact of COVID-19 to us and our financial condition is presently unknown and we continue to monitor the impact of COVID-19 on our claims reserve estimate.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $76.5 million and $76.9 million for the three months ended September 30, 2022 and 2021, respectively, a decrease of $0.4 million, or 0.5%. Selling, general and administrative expenses were $212.4 million and $212.9 million for the nine months ended September 30, 2022 and 2021, respectively, a decrease of $0.5 million, or 0.2%. The decrease for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 was primarily due to a decrease in equity-based compensation, offset by ongoing investments and expenditures in network development and sales and marketing to drive the growth of Alignment's Health Plan membership. Excluding equity-based compensation in the three months ended September 30, 2022, our selling, general and administrative expenses increased 22.4% from the three months ended September 30, 2021. Excluding equity-based compensation in the nine months ended September 30, 2022, our selling, general and administration expenses increased 22.2% from the nine months ended September 30, 2021.
Depreciation and Amortization. Depreciation and amortization expense was $4.5 million and $4.1 million for the three months ended September 30, 2022 and 2021, respectively, an increase of $0.4 million, or 9.2%. Depreciation and amortization expense was $12.6 million and $11.7 million for the nine months ended September 30, 2022 and 2021, respectively, an increase of $0.9 million, or 7.3%. The increase was primarily due to the amount and timing of our capital expenditures and the associated depreciation relative to 2021.
Other Expenses
Interest expense. Interest expense was $4.6 million and $4.4 million for the three months ended September 30, 2022 and 2021, respectively, an increase of $0.2 million or 4.5%. Interest expense was $13.5 million and $13.0 million for the nine months ended September 30, 2022 and 2021, respectively, an increase of $0.5 million or 3.8%. The increase in interest expense was primarily due to a higher principal balance caused by the payment-in-kind interest under our loan agreement (described below).
Other expenses (income). Other expenses (income) were $(0.1) million for the three months ended September 30, 2022 and 2021, respectively. Other expenses (income) were $0.3 million and $(0.2) million for the nine months ended September 30, 2022 and 2021, respectively. The increase in expense was primarily due to a loss recorded on ROU assets that were subleased.
Loss on extinguishment of debt. During the three months ended September 30, 2022 we recorded a $2.2 million loss on extinguishment of debt due to the write-off of debt issuance costs related to our debt refinance discussed below.
Liquidity and Capital Resources
General
To date, we have financed our operations principally through our IPO, private placements of our equity securities, revenues, and certain term loans (described below). As of September 30, 2022, we had $567.4 million in cash. Deferred premium revenue represented $116.8 million of the cash balance as of September 30, 2022 and is primarily due to the timing of our monthly premium revenue payments from CMS.
In addition, we operate as a holding company in a highly regulated industry. Alignment Healthcare, Inc., our parent company, is dependent upon dividends and administrative expense reimbursements from our subsidiaries, most of which are subject to regulatory restrictions. We maintain significant levels of aggregate excess statutory capital and surplus in our state-regulated operating subsidiaries. Cash at the parent company was $303.7 million at September 30, 2022.
We may incur operating losses in the future due to the investments we intend to continue to make in expanding our operations and sales and marketing and due to the general and administrative costs we expect to incur in connection with continuing to operate as a public company. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
We believe that our liquid assets will be sufficient to fund our operating and organic capital needs for at least the next 12 months. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary because of, and our future capital requirements will depend on, many factors, including our growth rate, the timing and extent of spending to expand our presence in existing markets, expand into new markets and increase our sales and marketing activities. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot
31
expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected.
Certain states in which we operate as a CMS-licensed Medicare Advantage company may require us to meet certain capital adequacy performance standards and tests. The National Association of Insurance Commissioners has adopted rules which, if implemented by the states, set minimum capitalization requirements for insurance companies, HMOs, and other entities bearing risk for healthcare coverage. The requirements take the form of risk-based capital (“RBC”) rules, which may vary from state to state. Certain states in which our health plans or risk bearing entities operate have adopted the RBC rules. Other states in which our health plans or risk bearing entities operate have chosen not to adopt the RBC rules, but instead have designed and implemented their own rules regarding capital adequacy. Our health plans or risk-bearing entities were in compliance with the minimum capital requirements for all periods presented.
CRG Term Loan
On August 21, 2018, we entered into a term loan agreement (the "CRG Term Loan") with CR Group ("CRG") for $80.0 million, with an option to borrow up to an additional $20.0 million. In April 2019, we amended the CRG Term Loan to increase its borrowing capacity by $75.0 million and drew down $35.0 million in May 2019. The CRG Term Loan was subject to a commitment fee of $6.8 million and we incurred debt issuance costs of $3.6 million. The commitment fees were deferred as part of debt issuance costs and were amortized to interest expense over the term using the effective interest method. The debt issuance costs were amortized to interest expense over the term using the effective interest method. On July 14, 2022, the maturity of the CRG Term Loan was extended to September 30, 2023.
The CRG Term Loan bore interest at a rate of 10.25% payable on a quarterly basis. We had the option to pay a portion of the interest in cash with the remaining portion of the interest added to the principal balance as a payment-in-kind. The payment-in-kind was also subject to a commitment fee of 5%. The cash and payment-in-kind interest rates were 7.75% and 2.50%, respectively, through April 2019, and then converted to 7.50% and 2.75%, respectively. In 2022 and 2021, we utilized our option to pay the quarterly interest payments in both cash and payment-in-kind. The amount was included in the long-term debt balance. In connection with the new credit facility with Oxford Finance, as noted below, we repaid all amounts outstanding under the term loan with CRG.
Oxford Term Loan
On September 2, 2022 (the “Effective Date”), we, Alignment Healthcare USA, LLC, an indirect subsidiary of the Company (the “Borrower”) and certain of our other subsidiaries (together with the Company and the Borrower, the “Borrower Parties”) entered into a term loan agreement (the “Oxford Loan Agreement”) with Oxford Finance LLC (“Oxford”), as administrative agent, collateral agent and a lender, and the other lenders from time to time party thereto (collectively, the “Lenders”), pursuant to which the Lenders have agreed to lend the Borrower an aggregate principal amount of up to $250.0 million in a series of term loans (the “Term Loans”). Pursuant to the Oxford Loan Agreement, the Borrower received an initial Term Loan of $165.0 million on the Effective Date (the “Initial Term Loan”) and may borrow up to an additional $85.0 million of Term Loans at its option (such additional Term Loans, the “Delayed Draw Term Loans”). Interest on the Term Loans is a variable rate equal to (i) the secured overnight financing rate administered by the Federal Reserve Bank of New York for a one-month tenor, subject to a floor of 1.00%, plus (ii) an applicable margin of 6.50%. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on September 1, 2027. The interest rate applied during the month ended September 30, 2022 was 9.02%.
Substantially all of the proceeds from the Initial Term Loan were used to repay in full the $159.3 million aggregate principal amount, accrued interest (including “payment in kind” interest) and fees related to the CRG Term Loan, as well as certain fees and expenses payable to Oxford.
The Term Loans are guaranteed by certain of our wholly owned subsidiaries and collateralized by all unrestricted assets.
For certain prepayments of the Term Loans prior to the second anniversary of the Effective Date, the Borrower will be required to pay a prepayment fee ranging from 1.00% to 2.00% of the principal amount of the Term Loans being prepaid.
The Oxford Loan Agreement includes customary events of default, including, among others, payment defaults, breach of representations and warranties, covenant defaults, judgment defaults, insolvency and bankruptcy defaults, and change of control. The occurrence of an event of default could result in the acceleration of the obligations under the Loan Agreement, termination of the Term Loan commitments and the right to foreclose on the collateral securing the obligations. During the existence of an event of default, the outstanding Term Loans will accrue interest at a rate per annum equal to 2.00% plus the otherwise applicable interest rate. Additionally, in the event of any contemplated asset sale or series of asset sales yielding net proceeds in excess of $2,500, except those excluded per the Loan Agreement, we are required to prepay the aggregate outstanding principal balance of the Term Loans in an amount equal to the entire amount of the asset sale net proceeds, plus any accrued and unpaid interest.
32
The Oxford Loan Agreement includes financial covenants that require the Borrower Parties to (i) maintain minimum liquidity, as defined in the Loan Agreement, of $23.0 million and (ii) satisfy a maximum permitted ratio of debt to trailing twelve-month revenue, as set forth in the Loan Agreement. As of September 30, 2022, we were in compliance with the financial covenants.
Cash Flows
The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
(dollars in thousands) |
|
2022 |
|
|
2021 |
|
Net cash provided by (used in) operating activities |
|
$ |
103,836 |
|
|
$ |
(48,642 |
) |
Net cash used in investing activities |
|
|
(20,110 |
) |
|
|
(17,864 |
) |
Net cash provided by financing activities |
|
|
17,120 |
|
|
|
360,130 |
|
Net change 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 |
|
Operating Activities
For the nine months ended September 30, 2022, net cash provided by operating activities was $103.8 million, an increase of $152.4 million compared to net cash used in operating activities of $48.6 million for the nine months ended September 30, 2021. The increase is mainly attributable to an increase in deferred premium revenue of $116.3 million due to the timing of our monthly premium revenue payments from CMS, as compared to the nine months ended September 30, 2021. The increase was partially offset by cash paid for paid-in-kind interest related to the debt refinancing. Excluding deferred premium revenue for the nine months ended September 30, 2022, net cash used in operating activities decreased $36.3 million from the nine months ended September 30, 2021. The decrease is mainly attributable to the decrease in net loss for nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.
Investing Activities
For the nine months ended September 30, 2022, net cash used in investing activities was $20.1 million, an increase of $2.2 million compared to net cash used in investing activities of $17.9 million for the nine months ended September 30, 2021. The increase primarily relates to incremental capital expenditures related to information technology and infrastructure projects and asset acquisitions.
Financing Activities
For the nine months ended September 30, 2022, net cash provided by financing activities was $17.1 million, a decrease of $343.0 million compared to net cash provided by financing activities of $360.1 million for the nine months ended September 30, 2021. The decrease primarily relates to proceeds from the IPO in the first quarter of 2021.
Material cash requirements from known contractual and other obligations
Our principal commitments consist of repayments of long-term debt, operating leases and certain purchase obligations. The following table summarizes our contractual and other obligations as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by Period |
|
|
|
Total |
|
|
Less than
1 year |
|
|
1-3 years |
|
|
3-5
years |
|
|
More than
5 years |
|
(dollars in thousands) |
|
(in thousands) |
|
Long term debt obligations(1) |
|
$ |
165,000 |
|
|
$ |
— |
|
|
$ |
1,237 |
|
|
$ |
163,763 |
|
|
$ |
— |
|
Operating lease obligations |
|
|
8,246 |
|
|
|
3,947 |
|
|
|
4,075 |
|
|
|
224 |
|
|
|
— |
|
Purchase obligations(2) |
|
|
11,522 |
|
|
|
7,173 |
|
|
|
4,349 |
|
|
|
— |
|
|
|
— |
|
Other obligations |
|
|
683 |
|
|
|
524 |
|
|
|
159 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
185,451 |
|
|
$ |
11,644 |
|
|
$ |
9,820 |
|
|
$ |
163,987 |
|
|
$ |
— |
|
(1) Represents the estimated full cash repayment to Oxford Finance upon maturity of the Term Loan in September 2027.
33
(2) Includes fixed, minimum and estimated payments under our existing contractual obligations that are legally enforceable and binding for goods and services. These obligations include agreements that are cancelable with the payment of an early termination penalty and other funding commitments that require fixed or minimum levels of service to be purchased with a specific timing established. Purchase obligations exclude agreements that are cancelable without penalty.
Not included in the table above are our medical expenses payable which are included within current liabilities in our financial statements included in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2022.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of our wholly-owned subsidiaries and four variable interest entities (“VIEs”) in California and North Carolina that meet the consolidation requirements for accounting purposes. All intercompany transactions have been eliminated in consolidation. Noncontrolling interest is presented within the equity section of the condensed consolidated balance sheets.
There have been no significant changes in our critical accounting estimate policies or methodologies to our condensed consolidated financial statements. For a description of our policies regarding our critical accounting policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" in the Annual Report.
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements, “Summary of Significant Accounting Policies—Recent Accounting Pronouncements Adopted” for more information.
34