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 over 95,000 as of June 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, subject to regulatory approval by CMS. If we obtain such
approval for the 2023 Medicare Advantage plan year, with these expansions, we
will reach an additional 1.1 million Medicare-eligible seniors, resulting in a
total of 8.2 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

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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 3.7 million
Medicare-eligible individuals enrolled in Medicare Advantage plans in our
existing 38 counties, of which our approximately 95,900 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 June
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,
subject to regulatory approval by CMS, 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 2022 Ratings occurred in the second half of
2021 and will impact our financial performance in 2023). Historically, we have
earned additional bonus payments from CMS based on our performance under CMS's
Five Star Quality Rating System. For the last five years (CMS Rating Years
2018-2022), over 98% of our California members have been in a CMS contract
achieving at least a 4 Star overall rating (the remaining members were in a CMS
contract that had too few members to be measured). 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. Our Medicare Advantage
plans in California currently have a 4 Star rating, and our plans in Nevada,
North Carolina and Arizona do not yet have independent Star ratings due to our
limited operating history in those markets. As a result, payments in Nevada,
North Carolina, and Arizona are expected to be based on our Star rating in
California for the next several years.


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 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

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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.

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                               Executive Summary

The following table presents key financial statistics for the periods indicated:



                                  Three Months Ended June 30,                          Six Months Ended June 30,
(dollars in '000's, except
percentages)                       2022                 2021           % Change          2022               2021         % Change
Health plan membership (at
period end)                           95,900               84,700           13.2 %          95,900           84,700           13.2 %
Medical benefits ratio                  83.4 %               88.0 %         -4.6 %            85.1 %           89.6 %         -4.5 %
Revenues                      $      366,474       $      308,951           18.6 %   $     712,000       $  576,033           23.6 %

Loss from Operations $ (6,648 ) $ (40,492 ) NM(2) $ (43,123 ) $ (93,156 ) NM(2) Net loss

$      (11,580 )     $      (44,762 )

NM(2) $ (52,397 ) $ (101,636 ) NM(2) Adjusted EBITDA(1)

$       10,320       $       (4,690 )

NM(2) $ 6,430 $ (18,732 ) NM(2) Adjusted gross profit (1) $ 60,972 $ 37,077 64.4 % $ 105,904 $ 59,682

           77.4 %



(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.
(2)
Not meaningful

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 June 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 June 30,           Six Months Ended June 30,
                                                    2022                 2021               2022               2021
(dollars in thousands)
Loss from operations                            $      (6,648 )     $       (40,492 )   $     (43,123 )     $  (93,156 )
Add back:
Equity-based compensation (medical expenses)            1,718                 2,457             4,839            9,023
Depreciation (medical expenses)                            49                    54                92              106
Depreciation and amortization                           4,180                 3,908             8,130            7,645
Selling, general, and administrative expenses          61,673                71,150           135,966          136,064
Total add back                                         67,620                77,569           149,027          152,838
Adjusted gross profit                           $      60,972       $        37,077     $     105,904       $   59,682
Adjusted gross profit %                                  16.6 %                12.0 %            14.9 %           10.4 %


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 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

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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, and loss on sublease. 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            Six Months Ended
                                                 June 30,                     June 30,
                                            2022          2021          2022           2021
(dollars in thousands)
Net loss                                  $ (11,580 )   $ (44,762 )   $ (52,397 )   $ (101,636 )
Add back:
Interest expense                              4,490         4,329         8,891          8,577
Depreciation and amortization                 4,229         3,962         8,222          7,751
EBITDA                                       (2,861 )     (36,471 )     (35,284 )      (85,308 )
Equity-based compensation(1)                 12,099        30,887        40,146         62,674
Reorganization and transaction-related
expenses(2)                                       -           593             -          3,601
Acquisition expenses(3)                         573           301         1,059            301
Loss on sublease(4)                             509             -           509              -
Adjusted EBITDA                           $  10,320     $  (4,690 )   $   6,430     $  (18,732 )




(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.

(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-capitalizable.

(4)

Represents loss related to right of use ("ROU") assets that were subleased in the current quarter.


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                             Results of Operations

The following table sets forth our consolidated statements of operations data for the periods indicated:



                                                   Three Months Ended June 30,           Six Months Ended June 30,
                                                    2022                 2021              2022               2021
(dollars in thousands)
Revenues:
Earned premiums                                $      366,180       $      308,739     $     711,472       $  575,739
Other                                                     294                  212               528              294
Total revenues                                        366,474              308,951           712,000          576,033
Expenses:
Medical expenses                                      307,269              274,385           611,027          525,480
Selling, general and administrative expenses           61,673               71,150           135,966          136,064
Depreciation and amortization                           4,180                3,908             8,130            7,645
Total expenses                                        373,122              349,443           755,123          669,189
Loss from operations                                   (6,648 )            (40,492 )         (43,123 )        (93,156 )
Other expenses:
Interest expense                                        4,490                4,329             8,891            8,577
Other expenses (income)                                   442                  (59 )             383              (97 )
Total other expenses                                    4,932                4,270             9,274            8,480
Loss before income taxes                              (11,580 )            (44,762 )         (52,397 )       (101,636 )
Provision for income taxes                                  -                    -                 -                -
Net loss                                       $      (11,580 )     $      (44,762 )   $     (52,397 )     $ (101,636 )

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 June 30,    

Six Months Ended June 30,


                                             2022                   2021             2022                  2021
(% of revenue)
Revenues:
Earned premiums                                   100 %                  100 %            100 %                 100 %
Other                                               -                      -                -                     -
Total revenues                                    100                    100              100                   100
Expenses:
Medical expenses                                   84                     89               86                    91
Selling, general and administrative
expenses                                           17                     23               19                    24
Depreciation and amortization                       1                      1                1                     1
Total expenses                                    102                    113              106                   116
Loss from operations                               (2 )                  (13 )             (6 )                 (16 )
Other expenses:
Interest expense                                    1                      1                1                     2
Other expenses (income)                             -                      -                -                     -
Total other expenses                                1                      1                1                     2
Loss before income taxes                           (3 )                  (14 )             (7 )                 (18 )
Provision for income taxes                          -                      -                -                     -
Net loss                                           (3 )%                 (14 )%            (7 )%                (18 )%




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Revenues

                           Three Months Ended
                                June 30,                    Change
                           2022          2021            $           %
(dollars in thousands)
Revenues:
Earned premiums          $ 366,180     $ 308,739     $  57,441       18.6 %
Other                          294           212            82       38.7 %
Total revenues           $ 366,474     $ 308,951     $  57,523       18.6 %

                            Six Months Ended
                                June 30,                    Change
                           2022          2021            $           %
(dollars in thousands)
Revenues:
Earned premiums          $ 711,472     $ 575,739     $ 135,733       23.6 %
Other                          528           294           234       79.6 %
Total revenues           $ 712,000     $ 576,033     $ 135,967       23.6 %




Revenues. Revenues were $366.5 million and $309.0 million for the three months
ended June 30, 2022 and 2021, respectively, an increase of $57.5 million or
18.6%. Revenues were $712.0 million and $576.0 million for the six months ended
June 30, 2022 and 2021, respectively, an increase of $136.0 million or 23.6%.
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 13.2% between June 30, 2021 and June 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
                                            June 30,                             Change
                                    2022                2021               $               %
(dollars in thousands)
Expenses:
Medical expenses                $     307,269       $     274,385     $    32,884             12.0 %
Selling, general and
administrative expenses                61,673              71,150          (9,477 )          (13.3 )%
Depreciation and amortization           4,180               3,908             272              7.0 %
Total expenses                  $     373,122       $     349,443     $    23,679              6.8 %

                                    Six Months Ended June 30,                    Change
                                    2022                2021               $               %
(dollars in thousands)
Expenses:
Medical expenses                $     611,027       $     525,480     $    85,547             16.3 %
Selling, general and
administrative expenses               135,966             136,064             (98 )           (0.1 )%
Depreciation and amortization           8,130               7,645             485              6.3 %
Total expenses                  $     755,123       $     669,189     $    85,934             12.8 %




Medical Expenses. Medical expenses were $307.3 million and $274.4 million for
the three months ended June 30, 2022 and 2021, respectively, an increase of
$32.9 million, or 12.0%. Medical expenses were $611.0 million and $525.5 million
for the six months ended June 30, 2022 and 2021, respectively, an increase of
$85.5 million, or 16.3%. The increase was driven primarily by the growth in
Alignment's Health Plan membership. Overall, medical expenses for the six months
ended June 30, 2022 grew at a lower rate than total revenues compared to the six
months ended June 30, 2021 primarily due to the impact of COVID-19 on
utilization in 2021. For January and February 2021, we experienced an increase
in inpatient admissions due to COVID-related hospitalizations. However, for the
remainder of fiscal year 2021 and the first half of 2022, we saw a decline in
COVID-related inpatient utilization (compared to the first half of 2021) as
vaccination rates improved across our senior population and the milder omicron
variant became dominant. The

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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 $61.7 million and $71.2 million for the three
months ended June 30, 2022 and 2021, respectively, a decrease of $9.5 million,
or 13.3%. Selling, general and administrative expenses were $136.0 million and
$136.1 million for the six months ended June 30, 2022 and 2021, respectively, a
decrease of $0.1 million, or 0.1%. The decrease for the three months ended June
30, 2022 compared to the three months ended June 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 June 30, 2022, our selling, general and administration
expenses increased 20.1% from the three months ended June 30, 2021. Excluding
equity-based compensation in the six months ended June 30, 2022, our selling,
general and administration expenses increased 22.1% from the six months ended
June 30, 2021.

Depreciation and Amortization. Depreciation and amortization expense was $4.2
million and $3.9 million for the three months ended June 30, 2022 and 2021,
respectively, an increase of $0.3 million, or 7.0%. Depreciation and
amortization expense was $8.1 million and $7.6 million for the six months ended
June 30, 2022 and 2021, respectively, an increase of $0.5 million, or 6.3%. 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 $4.5 million and $4.3 million for the
three months ended June 30, 2022 and 2021, respectively, an increase of $0.2
million or 4.7%. Interest expense was $8.9 million and $8.6 million for the six
months ended June 30, 2022 and 2021, respectively, an increase of $0.3 million
or 3.5%. 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 $0.4 million and $(0.1)
million for the three months ended June 30, 2022 and 2021, respectively. Other
expenses (income) were $0.4 million and $(0.1) million for the six months ended
June 30, 2022 and 2021, respectively. The increase in expense was primarily due
to a loss recorded on ROU assets that were subleased.

                        Liquidity and Capital Resources

General



To date, we have financed our operations principally through our IPO, private
placements of our equity securities, revenues, and a loan agreement (described
below). As of June 30, 2022, we had $453.2 million in cash.

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 $293.4 million at June 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 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

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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.

Term Loan

On August 21, 2018, we entered into a term loan agreement (the "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 Term Loan to increase its borrowing
capacity by $75.0 million and drew down $35.0 million in May 2019. The Term Loan
was subject to a commitment fee of $6.8 million and we incurred debt issuance
costs of $3.6 million. Subsequent to the balance sheet date we extended the
maturity of the term loan to September 30, 2023. While we believe our liquid
assets are sufficient to repay the Term Loan and meet our projected operating
requirements, we expect to refinance the Term Loan prior to maturity.

The commitment fees are deferred as part of debt issuance costs and are
amortized to interest expense over the term using the effective interest method.
The debt issuance costs are being amortized to interest expense over the term
using the effective interest method.

The Term Loan bears interest at a rate of 10.25% payable on a quarterly basis.
We have 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 is 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. Our total long-term debt balance of $156.3 million as of June
30, 2022 included the principal balance of $135.0 million, the initial
commitment fee of $6.8 million, and the payment-in-kind interest on the
principal balance of $14.1 million. The payment-in-kind interest on the
principal balance is also subject to the commitment fee of $0.4 million for the
three months ended June 30, 2022. The amount was included in the long-term debt
balance.

In addition, the Term Loan includes financial covenants regarding the
maintenance of minimum liquidity of $6.0 million of operating cash, as defined,
on a consolidated basis, at least $10.0 million in its cash accounts on a daily
basis and minimum consolidated revenue amounts in the calendar years through
2022. As of June 30, 2022, we were in compliance with the financial covenants.
The Term Loan is guaranteed by certain of our wholly owned subsidiaries and
collateralized by all unrestricted assets.

Cash Flows

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated:



                                                        Six Months Ended June 30,
(dollars in thousands)                                    2022              

2021


Net cash used in operating activities                 $      (1,284 )     $  (61,556 )
Net cash used in investing activities                       (11,982 )        (10,867 )
Net cash (used in) provided by financing activities            (100 )       

360,130


Net change in cash                                          (13,366 )       

287,707


Cash and restricted cash at beginning of period             468,350         

207,811


Cash and restricted cash at end of period             $     454,984       $  495,518


Operating Activities

For the six months ended June 30, 2022, net cash used in operating activities
was $1.3 million, a decrease of $60.3 million compared to net cash used in
operating activities of $61.6 million for the six months ended June 30, 2021.
The decrease is mainly attributable to the decrease in net loss for the six
months ended June 30, 2022 as compared to the six months ended June 30, 2021, as
well as an improvement in our working capital accounts.

Investing Activities



For the six months ended June 30, 2022, net cash used in investing activities
was $12.0 million, an increase of $1.1 million compared to net cash used in
investing activities of $10.9 million for the six months ended June 30, 2021.
The increase primarily relates to incremental capital expenditures related to
information technology and infrastructure projects and asset acquisitions.

Financing Activities


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For the six months ended June 30, 2022, net cash used in financing activities
was $0.1 million, a decrease of $360.2 million compared to net cash provided by
financing activities of $360.1 million for the six months ended June 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

There have been no material changes to our contractual obligations disclosed in our Annual Report.



                         Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 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.




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