Alignment Healthcare, Inc. 10-Q

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 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, 2024 (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. 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 improve 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 consumers. We have grown Health Plan Membership, which we define as members enrolled in our health maintenance organization ("HMO") and preferred provider organization ("PPO") contracts (the "Alignment Health Plans"), from approximately 13,000 at inception to 217,500 as of March 31, 2025, representing a 29% compound annual growth rate across 45 markets and 5 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 2025 plan year, Alignment offers plans in 45 markets across California (22 markets), North Carolina (16 markets), Nevada (2 markets), Arizona (3 markets) and Texas (2 markets). There are approximately 8.2 million Medicare-eligible seniors in our current markets. 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 us to produce consistent outcomes, unit economics and support new member growth. 26 Table of Contents 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 routinely take market share from large established players in highly competitive markets, a key source of our health plan membership growth in excess of the industry average. We believe that there are still significant opportunities for future growth even in our most mature markets where we have approximately 10-30% market share. According to CMS data as of March 31, 2025, our approximately 217,500 Health Plan Members represent only 5% market share of Medicare Advantage enrollees in our markets. • Drive Growth and Consistent Outcomes Through New Market Expansion: As part of our long-term growth strategy, we may 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 existing markets also feature a diverse array of membership profiles across ethnicities, income levels and acuity. Since 2020, we have expanded into 29 markets and four states. • 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 2025 Ratings occurred in the second half of 2024 and will impact our financial performance in 2026). In aggregate, more than 95% 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. Additionally, the California HMO plan has achieved a 4 star or greater rating for eight consecutive 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 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- 27 Table of Contents 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 supplemental 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 significant percentage 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. We anticipate that, starting in 2025, the benefit redesign under the Inflation Reduction Act will result in much more moderate seasonality than we have experienced in past years. Members will still pass through the benefit phases, but our share of the total liability will be more consistent through each phase than it has been in the past. In addition, we expect our corporate, general and administrative expenses to increase in absolute dollars for the foreseeable future to support our growth. 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. 28 Table of Contents Executive Summary The following table presents key financial statistics for the periods indicated: Three Months Ended March 31, (dollars in '000's, except percentages) 2025 2024 % Change Health plan membership (at period end) 217,500 165,100 31.7 % Medical benefits ratio 88.4 % 90.9 % (2.5) % Revenues $ 926,932 $ 628,601 47.5 % Loss from Operations $ (5,393) $ (41,106) 86.9 % Net loss $ (9,354) $ (46,575) 79.9 % Adjusted EBITDA (1) $ 20,178 $ (11,980) 268.4 % Adjusted gross profit (1) $ 107,217 $ 57,343 87.0 % (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 400 members as of March 31, 2025 and 2024. It also excludes the approximately 6,600 and 8,800 ACO REACH members as of March 31, 2025 and 2024, respectively. 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, clinical restructuring costs 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. 29 Table of Contents Adjusted gross profit is reconciled as follows: Three Months Ended March 31, 2025 2024 (dollars in thousands) Loss from operations $ (5,393) $ (41,106) Add back: Equity-based compensation (medical expenses) 1,152 1,133 Depreciation (medical expenses) 33 52 Restructuring costs (medical expenses) (1) — 775 Depreciation and amortization (2) 7,594 5,977 Selling, general, and administrative expenses 103,831 90,512 Total add back 112,610 98,449 Adjusted gross profit $ 107,217 $ 57,343 (1) Represents severance and related costs incurred as part of a corporate restructuring designed to streamline our organizational structure and drive operational efficiencies. (2) Amortization expense for the three months ended March 31, 2025 includes $0.6 million in impairment expense related to the remeasurement of goodwill associated with one of our subsidiaries. We calculate our MBR by dividing total medical expenses, excluding depreciation, equity-based compensation and clinical restructuring costs, 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 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, certain litigation costs, gains or losses on right of use ("ROU") assets, gains or losses on sale of property and equipment, restructuring costs and equity-based compensation expense. 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, as we do not consider the excluded items to be part of our ongoing results of operations. 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. 30 Table of Contents Adjusted EBITDA is reconciled as follows: Three Months Ended March 31, 2025 2024 (dollars in thousands) Net loss $ (9,354) $ (46,575) Less: Net loss attributable to noncontrolling interest 240 54 Adjustments: Interest expense 3,950 5,427 Depreciation and amortization (1) 7,627 6,029 Income taxes 21 — Equity-based compensation (2) 17,187 20,854 Litigation costs (3) 507 320 Loss on ROU assets (4) — 143 Restructuring costs (5) — 1,768 Adjusted EBITDA $ 20,178 $ (11,980) (1) Amortization expense for the three months ended March 31, 2025 includes $0.6 million in impairment expense related to the remeasurement of goodwill associated with one of our subsidiaries. (2) Represents equity-based compensation related to grants made in the applicable year. (3) Represents litigation costs considered outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy. (4) Represents gains or losses related to ROU assets that were terminated or subleased in the respective period. (5) Represents severance and related costs incurred as part of a corporate restructuring designed to streamline our organizational structure and drive operational efficiencies. 31 Table of Contents Results of Operations The following table sets forth our consolidated statements of operations data for the periods indicated: Three Months Ended March 31, 2025 2024 (dollars in thousands) Revenues: Earned premiums $ 918,043 $ 621,556 Other 8,889 7,045 Total revenues $ 926,932 $ 628,601 Expenses: Medical expenses 820,900 573,218 Selling, general and administrative expenses 103,831 90,512 Depreciation and amortization 7,594 5,977 Total expenses 932,325 669,707 Loss from operations (5,393) (41,106) Other expenses: Interest expense 3,950 5,427 Other (income) expenses, net (10) 42 Total other expenses 3,940 5,469 Loss before income taxes (9,333) (46,575) Provision for income taxes 21 — Net loss $ (9,354) $ (46,575) Less: Net loss attributable to noncontrolling interest 240 54 Net loss attributable to Alignment Healthcare, Inc. $ (9,114) $ (46,521) 32 Table of Contents 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 March 31, 2025 2024 (% of revenue) Revenues: Earned premiums 99 % 99 % Other 1 1 Total revenues 100 100 Expenses: Medical expenses 89 91 Selling, general and administrative expenses 11 15 Depreciation and amortization 1 1 Total expenses 101 107 Loss from operations (1) (7) Other expenses: Interest expense — — Other (income) expenses, net — — Total other expenses — — Loss before income taxes (1) (7) Provision for income taxes — — Net loss (1) (7) Less: Net loss attributable to noncontrolling interest — — Net loss attributable to Alignment Healthcare, Inc. (1) % (7) % Revenues Three Months Ended March 31, Change 2025 2024 $ % (dollars in thousands) Revenues: Earned premiums $ 918,043 $ 621,556 $ 296,487 47.7 % Other 8,889 7,045 1,844 26.2 % Total revenues $ 926,932 $ 628,601 $ 298,331 47.5 % Earned Premiums. Earned premium revenues were $918.0 million and $621.6 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $296.5 million or 47.7%. The increase was driven by a combination of growth in our Health Plan membership, which increased 31.7% between March 31, 2024 and March 31, 2025, and higher revenue per member per month. The increase in revenue per member per month is primarily attributable to an increase in the CMS benchmark rates and Part D revenue rates resulting from changes arising from the Inflation Reduction Act. Other Revenue. Other revenue increased $1.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, an increase of 26.2%. The increase is mainly attributable to an increase in revenue from services provided to third-party providers and an increase in our average interest earning cash balances during the three months ended March 31, 2025 compared to three months ended March 31, 2024. Cash and cash equivalents were $446.2 million as of March 31, 2025 compared to $238.9 million as of March 31, 2024. 33 Table of Contents Expenses Three Months Ended March 31, Change 2025 2024 $ % (dollars in thousands) Expenses: Medical expenses $ 820,900 $ 573,218 $ 247,682 43.2 % Selling, general and administrative expenses 103,831 90,512 13,319 14.7 % Depreciation and amortization 7,594 5,977 1,617 27.1 % Total expenses $ 932,325 $ 669,707 $ 262,618 39.2 % Medical Expenses. Medical expenses were $820.9 million and $573.2 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $247.7 million, or 43.2%. The increase was driven primarily by the growth in Alignment’s Health Plan membership, which increased 31.7% between March 31, 2024 and March 31, 2025 and an increase to our Part D cost sharing due to changes arising from the Inflation Reduction Act. Overall, medical expenses for the three months ended March 31, 2025 grew at a lower rate than earned premium revenues compared to the three months ended March 31, 2024, primarily due to a higher percentage of new members relative to returning members in 2024 compared to 2025. The decrease was offset by increases in unit costs. Selling, General and Administrative Expenses. Selling, general and administrative expenses were $103.8 million and $90.5 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $13.3 million, or 14.7%. The increase was primarily due to an increase in ongoing investments and expenditures in network development, operations and sales and marketing to drive the growth of Alignment's Health Plan membership. Selling, general, and administrative expenses as a percentage of revenue decreased for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due to economies of scale gained from Alignment's membership growth. Depreciation and Amortization. Depreciation and amortization expense was $7.6 million and $6.0 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $1.6 million, or 27.1%. The increase was primarily due to the amount and timing of our capital expenditures and the associated depreciation relative to 2024. Additionally, for the three months ended March 31, 2025 we recorded impairment expense of $0.6 million related to the remeasurement of goodwill associated with one of our subsidiaries. The goodwill impairment was recorded to amortization expense. Other Expenses Interest expense. Interest expense was $4.0 million and $5.4 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of $1.4 million or 25.9%. The decrease in interest expense was mainly attributable to a decrease in the interest rate on our debt following refinancing in November 2024. The convertible notes have an interest rate of 4.25%, compared to our prior term loans which had an average interest rate of 11.84% for the three months ended March 31, 2024. This decrease in interest rate was offset by an increase in our long-term debt balance which was $330.0 million as of March 31, 2025 compared to $165.0 million as of March 31, 2024. Other income, net . Other income was $0.0 million for the three months ended March 31, 2025 and 2024. Liquidity and Capital Resources General To date, we have financed our operations principally through our IPO, private placements of our equity securities, revenues, and convertible notes (described below). As of March 31, 2025, we had $479.5 million in cash, cash equivalents and short-term investments. 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- 34 Table of Contents regulated operating subsidiaries. As of March 31, 2025, our operating parent company (an indirect wholly owned subsidiary of our parent company) had $178.5 million in cash, cash equivalents and short-term investments. 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, in further developing our technology 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, increase our sales and marketing activities and develop our technology. Additionally, in the future we may enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights, which may also substantially increase our capital needs. 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 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. As of March 31, 2025, our health plans or risk-bearing entities were in compliance with the minimum capital requirements. Oxford Term Loan On September 2, 2022 (the “Effective Date”), 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 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 and had the option to borrow up to an additional $85.0 million of Term Loans (such additional Term Loans, the “Delayed Draw Term Loans”). On June 14, 2024, we borrowed $50,000 in aggregate principal amount of the Delayed Draw Term Loans prior to the expiration date for such amount of the Delayed Draw Term Loans of June 30, 2024. Interest on the Term Loans was 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%. In connection with the issuance of the convertible senior notes, described below, we repaid all amounts outstanding under the term loans with Oxford Finance on November 22, 2024. Convertible Senior Notes On November 22, 2024, (the "Effective Date"), the Company completed the sale of $330.0 million of its 4.25% Convertible Senior Notes (the "Notes"). The Notes were issued pursuant to an indenture (the "Indenture"), dated as of November 22, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes are senior, unsecured obligations of the Company, and interest will be payable semi-annually in arrears at a rate of 4.25% per annum beginning on May 15, 2025. The Notes will mature on November 15, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. The net cash proceeds from the sale of the 35 Table of Contents Notes was approximately $321.1 million, after subtracting fees, discounts and estimated expenses in connection with the transaction. Prior to the close of business on the business day immediately preceding August 15, 2029, the Notes will be convertible at the option of holders during certain periods, upon satisfaction of certain conditions. On or after August 15, 2029, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled in shares of Company common stock, cash or a combination of cash and shares of Company common stock, at the Company's election. The Notes have an initial conversion rate of approximately 62.4 shares of Company common stock per $1 principal amount of the Notes. The conversion rate will be subject to adjustment in certain events, including adjustment in the event of certain significant corporate transactions. This represents an initial conversion price of approximately $16.04 per share. The initial conversion price of the Notes represents a premium of approximately 25% to the closing price of the Company's common stock on November 14, 2024. The Company has used the proceeds from the sale of the Notes to repay in full the $215.0 million aggregate principal amount, accrued interest and fees related to the Oxford term loans, as well as certain fees and expenses incurred in connection with the transaction. The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding notes may declare 100% of the principal of, and accrued and unpaid special interest, if any, on, all the notes to be due and payable. The Company has recognized the Notes in their entirety as a liability on the condensed consolidated balance sheet and no portion of the proceeds from the issuance of the convertible debt instrument was accounted for separately as an embedded conversion feature within stockholders’ equity. Cash Flows The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated: Three Months Ended March 31, (dollars in thousands) 2025 2024 Net cash provided by (used in) operating activities $ 16,616 $ (6,238) Net cash (used in) provided by investing activities (3,462) 42,705 Net cash provided by (used in) financing activities 181 (335) Net change in cash 13,335 36,132 Cash, cash equivalents and restricted cash at beginning of period 434,942 204,954 Cash, cash equivalents and restricted cash at end of period $ 448,277 $ 241,086 Operating Activities For the three months ended March 31, 2025, net cash provided by operating activities was $16.6 million, an increase of $22.9 million compared to net cash used in operating activities of $6.2 million for the three months ended March 31, 2024. The increase is mainly attributable to a decrease in net loss. This decrease was offset by an increase in prepaid expenses and other current assets due to a change in our Part D balances arising from the Inflation Reduction Act. Investing Activities For the three months ended March 31, 2025, net cash used in investing activities was $3.5 million, a decrease of $46.2 million compared to net cash provided by investing activities of $42.7 million for the three months ended March 31, 2024. The decrease primarily relates to increased investment maturities during the three months ended March 31, 2024 compared to the three months ended March 31, 2025. Financing Activities For the three months ended March 31, 2025, net cash provided by financing activities was $0.2 million, an increase of $0.5 million, compared to net cash used in financing activities of $0.3 million for the three months ended March 31, 2024. The 36 Table of Contents increase is primarily attributable to cash received in connection with stock option exercises during the three months ended March 31, 2025, which did not occur during the three months ended March 31, 2024. 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 March 31, 2025. Critical Accounting Estimates 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 three 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 Estimates" 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. 37 Table of Contents