Cover
Cover | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Dec. 31, 2021 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40952 |
Entity Registrant Name | BABYLON HOLDINGS LIMITED |
Entity Incorporation, State or Country Code | Y9 |
Entity Address, Address Line One | 1 Knightsbridge Green |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | SW1X 7QA |
Entity Address, Country | GB |
Entity Common Stock, Shares Outstanding | 333,924,785 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Central Index Key | 0001866390 |
Amendment Flag | false |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2021 |
Class B ordinary shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 79,637,576 |
Class A | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A ordinary shares, $0.0000422573245084686 par value per share |
Trading Symbol | BBLN |
Security Exchange Name | NYSE |
Warrants | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants, each exercisable for one Class A ordinary share |
Trading Symbol | BBLN.W |
Security Exchange Name | NYSE |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | 1 Knightsbridge Green |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | SW1X 7QA |
Entity Address, Country | GB |
Contact Personnel Name | Ali Parsadoust |
Contact Personnel Email Address | ceo@babylonhealth.com |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | London, UK |
Auditor Firm ID | 1118 |
Consolidated Statement of Profi
Consolidated Statement of Profit and Loss and Other Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | [1] | Dec. 31, 2019 | [1] | |
Profit or loss [abstract] | |||||
Revenue from contracts with customers | $ 322,921 | $ 79,272 | $ 16,034 | ||
Cost of care delivery | (289,672) | (67,254) | (19,810) | ||
Platform & application expenses | (42,829) | (38,137) | (23,569) | ||
Research & development expenses | (47,534) | (54,711) | (51,205) | ||
Sales, general & administrative expenses | (196,673) | (94,681) | (84,270) | ||
Recapitalization transaction expense | (148,722) | 0 | 0 | ||
Operating loss | (402,509) | (175,511) | (162,820) | ||
Finance costs | (14,291) | (4,530) | (1,116) | ||
Finance income | 326 | 610 | 1,015 | ||
Change in fair value of warrant liabilities | 27,811 | 0 | 0 | ||
Exchange gain / (loss) | 868 | (2,836) | 17,075 | ||
Net finance income (expense) | 14,714 | (6,756) | 16,974 | ||
Gain on sale of subsidiary | 3,917 | 0 | 0 | ||
Gain on remeasurement of equity interest | 10,495 | 0 | 0 | ||
Share of loss of equity-accounted investees | (2,602) | (1,124) | 0 | ||
Loss before taxation | (375,985) | (183,391) | (145,846) | ||
Tax benefit / (provision) | 1,474 | (4,639) | 5,559 | ||
Net loss attributable to ordinary shareholders | (374,511) | (188,030) | (140,287) | ||
Other comprehensive loss Items that may be reclassified subsequently to profit or loss: | |||||
Currency translation differences | (1,702) | 3,579 | (9,693) | ||
Other comprehensive gain / (loss) for the year, net of income tax | (1,702) | 3,579 | (9,693) | ||
Total comprehensive loss for the year | (376,213) | (184,451) | (149,980) | ||
Loss attributable to: | |||||
Equity holders of the parent | (368,482) | (186,799) | (140,287) | ||
Non-controlling interest | (6,029) | (1,231) | 0 | ||
Net loss attributable to ordinary shareholders | (374,511) | (188,030) | (140,287) | ||
Total comprehensive loss attributable to: | |||||
Comprehensive income, attributable to owners of parent | (370,184) | (183,220) | (149,980) | ||
Comprehensive income, attributable to non-controlling interests | (6,029) | (1,231) | 0 | ||
Total comprehensive loss for the year | $ (376,213) | $ (184,451) | $ (149,980) | ||
Loss per share | |||||
Net loss per share, Basic and Diluted (in usd per share) | $ (1.36) | $ (0.77) | $ (0.58) | ||
Weighted average shares outstanding, Basic and Diluted (in shares) | 271,321,253 | 242,935,770 | 241,903,166 | ||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Non-current assets | ||
Right-of-use assets | $ 7,844 | $ 2,572 |
Property, plant and equipment | 24,990 | 1,334 |
Investments in associates | 0 | 8,876 |
Goodwill | 93,678 | 17,832 |
Other intangible assets | 111,421 | 78,853 |
Total non-current assets | 237,933 | 109,467 |
Current assets | ||
Right-of-use assets | 3,999 | 1,942 |
Trade and other receivables | 24,119 | 13,525 |
Prepayments and contract assets | 26,000 | 8,841 |
Cash and cash equivalents | 262,581 | 101,757 |
Assets held for sale | 0 | 3,282 |
Total current assets | 316,699 | 129,347 |
Total assets | 554,632 | 238,814 |
EQUITY | ||
Share premium | 922,897 | 485,221 |
Share-based payment reserve | 80,371 | 32,185 |
Retained earnings | (837,986) | (469,504) |
Foreign currency translation reserve | (27) | 1,675 |
Total capital and reserves | 165,271 | 49,590 |
Non-controlling interests | 0 | (1,231) |
Total equity | 165,271 | 48,359 |
Non-current liabilities | ||
Loans and borrowings | 168,601 | 0 |
Contract liabilities | 70,396 | 57,274 |
Lease liabilities | 8,442 | 2,011 |
Deferred grant income | 7,236 | 7,488 |
Deferred tax liability | 1,019 | 0 |
Total non-current liabilities | 255,694 | 66,773 |
Current liabilities | ||
Trade and other payables | 22,686 | 7,745 |
Accruals and provisions | 36,856 | 18,636 |
Claims payable | 24,628 | 3,890 |
Contract liabilities | 23,786 | 18,744 |
Warrant liability | 20,128 | 0 |
Lease liabilities | 4,190 | 2,488 |
Deferred grant income | 1,208 | 0 |
Loans and borrowings | 185 | 70,357 |
Liabilities directly associated with the assets held for sale | 0 | 1,822 |
Total current liabilities | 133,667 | 123,682 |
Total liabilities | 389,361 | 190,455 |
Total liabilities and equity | 554,632 | 238,814 |
Ordinary share capital | ||
EQUITY | ||
Share capital | 16 | 10 |
Preference share capital | ||
EQUITY | ||
Share capital | $ 0 | $ 3 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Thousands | Total | Share capital | Share premium | Share-based payment reserve | Retained earnings | Foreign exchange revaluation reserve | Equity attributable to owners of the parent company | Non- controlling Interest | |
Beginning balance at Dec. 31, 2018 | $ (50,484) | $ 10 | $ 76,833 | $ 7,302 | $ (142,418) | $ 7,789 | $ (50,484) | $ 0 | |
Loss for the year | (140,287) | [1] | (140,287) | (140,287) | |||||
Currency translation differences | (9,693) | [1] | (9,693) | (9,693) | |||||
Equity issuance costs | (11,048) | (11,048) | (11,048) | ||||||
Equity-settled share-based payment transactions | 7,966 | 7,966 | 7,966 | ||||||
Issuance of shares | 377,273 | 3 | 377,270 | 377,273 | |||||
Effect of share redenomination | 70 | 70 | 70 | ||||||
Ending balance at Dec. 31, 2019 | 173,797 | 13 | 443,125 | 15,268 | (282,705) | (1,904) | 173,797 | 0 | |
Loss for the year | (188,030) | [1] | (186,799) | 0 | (186,799) | (1,231) | |||
Currency translation differences | 3,579 | [1] | 3,579 | 3,579 | |||||
Conversion of convertible debt | 30,189 | 30,189 | 30,189 | ||||||
Equity-settled share-based payment transactions | 16,917 | 16,917 | 16,917 | ||||||
Issuance of shares | 11,907 | 11,907 | 11,907 | ||||||
Ending balance at Dec. 31, 2020 | 48,359 | 13 | 485,221 | 32,185 | (469,504) | 1,675 | 49,590 | (1,231) | |
Loss for the year | (374,511) | (368,482) | (368,482) | (6,029) | |||||
Currency translation differences | (1,702) | (1,702) | (1,702) | ||||||
Issuance of shares in the Merger and PIPE financing | 347,023 | 2 | 347,021 | 347,023 | |||||
Fair value of non-controlling interests upon consolidation | 64,274 | 64,274 | |||||||
Acquisition of non-controlling interests | (5,981) | 51,033 | 51,033 | (57,014) | |||||
Equity issuance costs | (32,787) | (32,787) | (32,787) | ||||||
Conversion of convertible debt | 70,000 | 1 | 69,999 | 70,000 | |||||
Equity issued as consideration for acquisitions | 2,349 | 2,349 | 2,349 | ||||||
Equity-settled share-based payment transactions | 48,186 | 48,186 | 48,186 | ||||||
Issuance of shares in connection with option exercises | 61 | 61 | 61 | ||||||
Ending balance at Dec. 31, 2021 | $ 165,271 | $ 16 | $ 922,897 | $ 80,371 | $ (837,986) | $ (27) | $ 165,271 | $ 0 | |
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Cash flows from operating activities | |||||
Loss for the year | $ (374,511) | $ (188,030) | [1] | $ (140,287) | [1] |
Adjustments to reconcile Loss for the year to net cash used in operating activities: | |||||
Recapitalization transaction expense | 148,722 | 0 | 0 | ||
Share-based compensation | 46,307 | 9,557 | 7,966 | ||
Depreciation and amortization | 35,004 | 14,487 | 2,496 | ||
Change in fair value of warrant liabilities | (27,811) | 0 | 0 | ||
Gain on remeasurement of equity interest | (10,495) | 0 | 0 | ||
Finance costs | 14,291 | 4,530 | 1,116 | ||
Gain on sale of subsidiary | (3,917) | 0 | 0 | ||
Share of loss of equity-accounted investees | 2,602 | 1,124 | 0 | ||
Taxation | (1,474) | 4,639 | (5,559) | ||
Impairment expense | 941 | 6,436 | 0 | ||
Exchange (gain) / loss | (868) | 2,836 | (17,075) | ||
Finance income | (326) | (610) | (1,015) | ||
Cash flows from (used in) operations before changes in working capital | (171,535) | (145,031) | (152,358) | ||
Working capital adjustments | |||||
(Increase) / Decrease in trade and other receivables | (21,829) | 738 | (9,308) | ||
Increase / (Decrease) in trade and other payables | 47,496 | 2,323 | 18,052 | ||
(Increase) / Decrease in assets held for sale | 0 | (3,282) | 0 | ||
Increase / (Decrease) liabilities directly associated with the assets held for sale | 0 | 1,822 | 0 | ||
Net cash used in operating activities | (145,868) | (143,430) | (143,614) | ||
Cash flows from investing activities | |||||
Development costs capitalized | (32,120) | (36,509) | (36,036) | ||
Acquisitions, net of cash acquired | (13,798) | (25,671) | 0 | ||
Capital expenditure | (8,103) | (719) | (1,915) | ||
Purchase of shares in associates and joint ventures | (5,000) | (10,000) | 0 | ||
Cash assumed upon consolidation through control | 3,792 | 0 | 0 | ||
Proceeds from sale of investment in subsidiary | 2,213 | 0 | 0 | ||
Payment of lease deposit | (2,105) | 0 | 0 | ||
Interest received | 326 | 673 | 1,015 | ||
Net cash used in investing activities | (54,795) | (72,226) | (36,936) | ||
Cash flows from financing activities | |||||
Proceeds from issuance of notes and warrants | 270,563 | 0 | 0 | ||
Proceeds from issuance of share capital | 229,311 | 12,096 | 320,334 | ||
Repayment of cash loan | (82,000) | 0 | (1,231) | ||
Payment of equity and debt issuance costs | (36,043) | (10,245) | (773) | ||
Repayments of borrowings | (7,431) | 0 | 0 | ||
Interest paid | (5,219) | (252) | (851) | ||
Principal payments on leases | (4,156) | (1,541) | (1,228) | ||
Payments to acquire non-controlling interests | (2,352) | 0 | 0 | ||
Proceeds from issuance of convertible loan notes | 0 | 100,000 | 51,064 | ||
Repayment of convertible loan notes | 0 | 0 | (14,794) | ||
Other financing activities, net | (470) | 0 | 0 | ||
Net cash provided by financing activities | 362,203 | 100,058 | 352,521 | ||
Net increase / (decrease) in cash and cash equivalents | 161,540 | (115,598) | 171,971 | ||
Cash and cash equivalents at January 1, | 101,757 | 214,888 | 46,031 | ||
Effect of movements in exchange rate on cash held | (716) | 2,467 | (3,114) | ||
Cash and cash equivalents at December 31, | 262,581 | 101,757 | 214,888 | ||
Non-cash financing and investing activities: | |||||
Acquisition date fair value of Higi upon consolidation | 86,043 | 0 | 0 | ||
Conversion of borrowings | 70,000 | 0 | 0 | ||
Acquisitions of non-controlling interests | (54,662) | 0 | 0 | ||
Fair value of warrants issued in Merger | (31,009) | 0 | 0 | ||
Fair value of warrants issued in connection with Loans and borrowings | (16,930) | 0 | 0 | ||
Equity and debt issuance costs in accruals and provisions | (4,521) | 0 | 0 | ||
Equity issued as consideration for acquisitions | (2,349) | 0 | 0 | ||
Share-based compensation expense capitalized in development costs | $ (1,879) | $ (7,616) | $ 0 | ||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Corporate information
Corporate information | 12 Months Ended |
Dec. 31, 2021 | |
Corporate information and statement of IFRS compliance [Abstract] | |
Corporate information | Corporate Information Babylon Holdings Limited (the “Company,” “Babylon,” “we” or “our”) is incorporated, registered and domiciled in Jersey. The address of the registered office is 31 Esplanade, St. Helier, Jersey, JE1 1FT. Babylon is a digital-first, value-based care healthcare company whose mission is to make high-quality healthcare accessible and affordable for everyone on Earth. Babylon is re-engineering healthcare, shifting the focus from sick care to proactive healthcare, in order to improve the overall patient experience and reduce healthcare costs. This is achieved by leveraging a highly scalable, digital-first platform combined with high quality, virtual clinical operations to provide integrated, personalized healthcare. Babylon works with governments, health providers and insurers across the globe, and support healthcare facilities from small local practices to large hospitals. On June 3, 2021, Babylon announced it entered into a definitive merger agreement (the “Merger Agreement”) with Alkuri Global Acquisition Corp (“Alkuri”), a special purpose acquisition company (the “Merger”) following the unanimous approval of the Board of Directors of the Company and Alkuri. The transaction was consummated on October 21, 2021, and the combined company operates as Babylon and trades on the New York Stock Exchange. The Merger was accounted for as a recapitalization in accordance with IFRS 2, Share-based Payments (“IFRS 2”) as issued by the International Accounting Standards Board. Under this method of accounting, Babylon was treated as the “acquirer” company. This determination was primarily based on Babylon comprising the ongoing operations of the combined company and Babylon’s senior management comprising the senior management of the combined company. See Note 5 for additional discussion. |
Basis of Preparation
Basis of Preparation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of basis of preparation of financial statements [Abstract] | |
Basis of Preparation | Basis of Preparation These financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The Group financial statements have been prepared on the historical cost basis and approved by the Directors in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. These Consolidated Financial Statements were authorized for issue on March 30, 2022 . The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements. Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year, are discussed in Note 3. Going Concern At December 31, 2021, the Group incurred a loss for the year of $374.5 million (2020: loss of $188.0 million, 2019: loss of $140.3 million), which includes a Recapitalization transaction expense of $148.7 million, and operating cash outflows of $145.9 million (2020: $143.4 million, 2019: $143.6 million). As of December 31, 2021 the Group had a net asset position of $165.3 million (2020: $48.4 million). At December 31, 2021, the Group had cash and cash equivalents of $262.6 million (2020: $101.8 million). The Group has financed its operations principally through issuances of debt and equity securities and has a strong record of fundraising, including the closing of the Merger and PIPE Transaction (as defined below) on October 21, 2021 receiving proceeds of $229.3 million (Note 5) and entering into a note subscription agreement for $200.0 million on October 8, 2021 (Note 26). The Group requires significant cash resources to, among other things, fund working capital requirements, increase headcount, make capital expenditures, including those related to product development, and expand our business through acquisitions. The directors have prepared cash flow forecasts for a period of twelve months from the date of approval of these financial statements which indicate that when combined with additional borrowings we expect to receive at the end of March 2022 (Note 26), we have sufficient liquidity to fund our liabilities as they become due for the next twelve months if we continue with our planned growth strategy. While there is no assurance that additional funds are available on acceptable terms, the directors believe that they will be successful in raising the additional capital needed to execute our planned growth strategy and to meet working capital and capital expenditure requirements that may fall due after March 2023. Based on this, we believe it remains appropriate to prepare our financial statements on a going concern basis. However, the above indicates that there are material uncertainties (ability to fund raise further capital) related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern and therefore, to continue realizing its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. Funding Requirements As of December 31, 2021, we had a net asset position of $165.3 million (2020: $48.4 million), including cash and cash equivalents of $262.6 million (2020: $101.8 million). Our directors performed a going concern assessment for a period of twelve months from the date of approval of these financial statements to assess whether conditions exist that raise substantial doubt regarding the Company’s ability to continue as a going concern. This assessment, when combined with additional borrowings we expect to receive at the end of March 2022 (Note 26), indicates we have sufficient liquidity to fund our liabilities as they become due for the next twelve months, but that additional funding is required to provide sufficient funds to meet our liabilities that may fall due beyond March 2023 if we continue with our planned growth strategy. We believe that we will be successful in raising the additional capital we need to execute our planned growth strategy and to meet our working capital and capital expenditure requirements that may arise after March 2023. Based on this, we believe it remains appropriate to prepare our financial statements on a going concern basis. Basis of Consolidation Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. To determine whether the Group controls an entity, status of voting or similar rights, contractual arrangements and other specific factors are considered. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on which that control ceases. Prior to December 31, 2021, the Group held certain rights in the form of purchase options to acquire additional equity interests in entities that it had an existing shareholding in. These rights are assessed as either substantive or protective in nature to conclude whether the Group exercises control over the entity. This assessment requires judgement relating to both the barriers that may prevent, and the extent to which the Group would benefit from, exercise of those rights and determines whether the Group should consolidate the entity. In addition, the Company consolidates certain professional service corporations (“PCs”) that are owned, directly or indirectly, and operated by appropriately licensed physicians. The Company maintains control of these PCs through contractual arrangements, which can include service agreements, financing agreements, equity transfer restriction agreements, and employment agreements, or a combination thereof, which are primarily established during the formation of the PCs. At inception, the contractual framework established between the Group and the PCs provides the Group with the power to direct the relevant activities in the conduct of the PC’s non-clinical administrative and other non-clinical business activities. The physicians employed by the PC are exclusively in control of, and responsible for, all aspects of the practice of medicine for their patients. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and a substantive process and whether the acquired set has the ability to produce outputs. Intercompany transactions, balances and unrealized gains on transactions between the Group’s companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit and Loss and Other Comprehensive Loss, Consolidated Statement of Financial Position and Consolidated Statement of Changes in Equity. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Associates are accounted for using the equity method and are initially recognized at cost. The Consolidated Financial Statements include the Group’s share of the total comprehensive income and equity movements of equity accounted investees, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or has made payments on behalf of an investee. Reclassifications During the fourth quarter of 2021, the Group identified and corrected the classification of certain costs related to the below departments during the year ended December 31, 2020. The reclassifications resulted in the following impact on the Consolidated Statement of Profit and Loss: For the Year Ended December 31, 2020 As previously reported Adjustment As reported $’000 $’000 $’000 Platform & application expenses (48,664) 10,527 (38,137) Research & development expenses (35,524) (19,187) (54,711) Sales, general & administrative expenses (103,341) 8,660 (94,681) Operating loss (175,511) — (175,511) Loss for the financial year (188,030) — (188,030) The reclassifications also had an immaterial impact on the Consolidated Statement of Profit and Loss for the year ended December 31, 2019, which is not shown in the table above. |
Significant Accounting Judgemen
Significant Accounting Judgements, Estimates and Assumptions | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Judgements, Estimates and Assumptions | Significant Accounting Judgements, Estimates and Assumptions The preparation of the Group’s Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The judgments, estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant, including expectations of future events that are believed to be reasonable under the circumstances. However, the resulting accounting estimates may differ from actual results. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. No changes were made to the estimates and assumptions used in the last year. The areas involving significant estimates or judgements are: Business Combinations (Note 6) We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. Acquisition consideration typically includes cash payments and equity issued as consideration. In acquisitions where no consideration is transferred, goodwill is measured based on the fair value of the acquiree. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition inclusive of identifiable intangible assets. The estimated fair value of identifiable assets and liabilities, including intangibles, are based on valuations that use information and assumptions available to management. We allocate any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Significant management judgments and assumptions are required in determining the fair value of assets acquired and liabilities assumed, particularly acquired intangible assets, including estimated useful lives. The valuation of purchased intangible assets is based upon estimates of the future performance and discounted cash flows of the acquired business. Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant. Revenue Recognition (Note 8) Certain of the Group’s contracts with customers include promises to transfer multiple services to a customer. The Group assesses the services promised in a contract and identifies distinct or bundled performance obligations in the contract. Identification of these performance obligations involves judgement to determine the promises and the ability of the customer to benefit independently from such promises. If multiple performance obligations are identified in the contract the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Group recognizes revenue as or when the performance obligations under the contract are satisfied. Significant judgment is required to determine the stand-alone selling price for each distinct performance obligation and the determination may not always be discernible from past transactions or other observable evidence. We utilize several inputs when determining stand-alone selling price, including the price of services sold on a standalone basis, our overall pricing strategies, the cost of providing the service, market data and the geographic locations in which the service is provided. The Group has determined that a portion of the transaction price under value-based care agreements is variable as it is dependent on factors such as the health of our members, our ability to realize savings in healthcare spend for those members and the achievement of certain quality performance metrics. The variable portion of our value-based care revenue is estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is highly probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Value-based care revenue is recognized gross when it is assessed that the performance obligation relates to the whole of the patient journey with the Group responsible for arranging, providing and controlling the value-based care services provided to the attributed members. This is a significant judgement when assessing the performance obligation. For the year ended December 31, 2021, revenue related to value-based care arrangements totaling $220.9 million (2020: $26.0 million, 2019: $0.0 million) was recognized gross. Capitalization of Development Costs (Note 18) The Group capitalizes expenditures for the development of technology to the extent that it is expected to meet the criteria in accordance with IAS 38, Intangible Assets (“IAS 38”). The decision to capitalize is based on significant judgments made by management, including the technical feasibility of completing the intangible asset so that it will be available for use or sale and assumptions used to demonstrate that the asset will generate probable future economic benefits (e.g., projected cash flow projections, discount rate). Development Costs of $34.0 million (2020: $43.0 million) were capitalized in the year based on a model whereby a percentage is allocated to employee related expenses based on the time spent on the development of assets. All employee expenses included in this balance relate to employees in the product and technology departments, and the percentage attributable varies dependent on the nature of the work performed and the type of asset being developed. Impairment of Intangible Assets (Note 18) The carrying values of our long-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. If any indication exists, then the asset’s recoverable amount is estimated. Determining the recoverable amount is subjective and requires management to estimate future growth, profitability, discount and terminal growth rates, and project future cash flows, among other factors. Future events and changing market conditions may impact our assumptions as to prices, costs or other factors that may result in changes to our estimates of future cash flows. If we conclude that a definite or indefinite long-lived intangible asset is impaired, we recognize a loss in an amount equal to the excess of the carrying value of the asset over its fair value at the date of impairment. The fair value at the date of the impairment becomes the new cost basis and will result in a lower depreciation expense than for periods before the asset’s impairment. Consolidation (Note 19) Prior to December 31, 2021, the Group held certain rights in the form of purchase options to acquire additional equity interests in entities that it had an existing shareholding in. These rights are assessed as either substantive or protective in nature to conclude whether the Group exercises control over the entity. This assessment requires judgement relating to both the barriers that may prevent, and the extent to which the Group would benefit from, exercise of those rights and determines whether the Group should consolidate the entity. Claims Payable (Note 23) Claims payable includes estimates of our obligations for medical care services that have been rendered on behalf of our members, but for which claims have either not yet been received or processed, and loss adjustment expense reserve for the expected costs of settling these claims. We utilize independent actuaries to develop estimates for medical expenses incurred but not yet paid (“IBNP”) using actuarial processes that are applied on a systematic and consistent basis. These estimates use actuarial methods that are commonly used by health insurance actuaries and meet Actuarial Standards of Practice. These actuarial methods consider factors, such as historical data for payment patterns, seasonal variances, membership volume, as well as other medical cost trends. The independent actuaries provide us with reports that includes the results of their analysis of our medical claims liability. We do not solely rely on their report to adjust our claims liability. We utilize their calculation of our claims liability, together with management's judgment, to determine the assumptions to be used in the calculation of our liability for claims. Claims payable includes claims reported but not yet paid, estimates for claims incurred but not reported, and estimates for the costs necessary to process unpaid claims at the end of each period. Each period, we re-examine previously established claims payable estimates based on actual claim submissions and other changes in facts and circumstances. As the Claims payable estimates recorded in prior periods develop, we adjust the amount of the estimates and include the changes in estimates in medical expenses in the period in which the change is identified. Actuarial Standards of Practice generally require that the medical claims liability estimates be adequate to cover obligations under moderately adverse conditions. Moderately adverse conditions are situations in which the actual claims are expected to be higher than the otherwise estimated value of such claims at the time of estimate. In many situations, the claims amount ultimately settled will be different than the estimate that satisfies the Actuarial Standards of Practice. We include in our IBNP an estimate for medical claims liability under moderately adverse conditions, which represents the risk of adverse deviation of the estimates in its actuarial method of reserving. We believe that Claims payable is adequate to cover future claims payments required. However, such estimates are based on knowledge of current events and anticipated future events. Therefore, the actual liability could differ materially from the amounts provided. Classification of Warrants Assumed in the Merger (Note 29) Warrants assumed in the Merger give the holder the right, but not the obligation to subscribe to the Company’s Ordinary Shares at a fixed or determinable price for a specified period of five years. These instruments were considered to be part of the net assets acquired in the Merger and, therefore, have applied the provisions of debt and equity classification under IAS 32, Financial Instruments: Presentation (“IAS 32”). In the event of a tender or exchange offer made to and accepted by |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The consolidated Group financial statements have been prepared under the historical cost basis, as modified by the recognition of certain financial instruments measured at fair value and are presented in United States Dollar (“USD”) which is the Group’s presentation currency. All values are rounded to the nearest thousands, except where otherwise indicated. The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Revenue Recognition Revenue is primarily derived from the following sources: (1) capitation revenue from value-based care services, (2) software license fees for the provision of AI services, and (3) patient revenues from the provision of clinical services. Revenue is recognized upon transfer of control of services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those services. Contract assets are recognized when there is an excess of revenue earned over billings on contracts where the rights are conditional on something other than passage of time. Contract assets primarily relate to the Group’s rights to consideration for work performed but subject to customer acceptance at the reporting date. Income received in advance (“contract liability”) is recognized when there are billings in excess of revenues earned for services rendered. The Group’s contracts with customers could include promises to transfer multiple services to a customer. The Group assesses the services promised in a contract and identifies distinct or bundled performance obligations in the contract. Identification of these performance obligations involves judgement to determine the promises and the ability of the customer to benefit independently from such promises. If multiple performance obligations are identified in the contract the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Group recognizes revenue as or when the performance obligations under the contract are satisfied. Transaction prices are adjusted for the effects of a significant financing component if we expect, at contract inception, that the period between the transfer of the promised goods or services to the customer and when the customer pays for that service will be more than one year. The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how a customer consumes benefits as services are rendered, existence of enforceable rights to payment for performance to date, transfer of significant risks and rewards to the customer and acceptance of delivery of the service by the customer. Value-based Care Revenue Value-based care (“VBC”) revenue consists primarily of per member per month (“PMPM”) allocations for care management services by the Group under arrangements with various customers. Under the typical capitation arrangement, we are entitled to PMPM fees to provide a defined range of VBC services to attributed members. PMPM fees are based upon fixed rates per member or a percentage of the per member premium of the health plan and are not dependent upon the volume of specific care services provided. In addition, the arrangements usually include payments dependent on factors such as the health of our members, our ability to realize savings in healthcare spend for those members and the achievement of certain quality performance metrics. Unlike clinical services revenue discussed below, the Group accepts partial or full financial risk (either global or professional) for members attributed to our VBC services in exchange for a fixed monthly allocation, which means we are responsible for the cost of all covered services provided to members. In general, the Group considers all VBC revenue contracts as containing a single performance obligation to stand ready to provide managed VBC services to the attributed members. This performance obligation is satisfied over time as the Group stands ready to fulfill its obligation to the attributed members as a group. Accordingly, the Group recognizes revenue in the month in which attributed members are entitled to receive VBC services during the contract term. Part of the consideration received under VBC revenue contracts is variable as the contracts contain provisions dependent on factors such as the health of our members, our ability to realize savings in healthcare spend for those members and the achievement of certain quality performance metrics. VBC revenue is estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is highly probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Such uncertainties may only be resolved several months after the end of the reporting period because of the availability of sufficient reliable data relating to factors such as quality metrics, member specific attributes and healthcare service costs. Subsequent changes in VBC revenue and the amount of PMPM revenue to be recognized by the Company are reflected in subsequent periods. VBC revenue is recognized gross when it is assessed that the performance obligation relates to the whole of the patient journey with the Group responsible for arranging, providing and controlling the VBC services provided to the attributed members, with expenses payable to other healthcare providers. Software Licensing Revenue Under IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) the Group must determine whether the Group’s promise to grant a software license provides its customer with either a right to access the Group’s intellectual property (“IP”) or a right to use the Group’s IP. A software license will provide a right to access the IP if there is significant development of the IP expected in the future, whereas for a right to use, the IP is to be used in the condition it is at the time the software license is signed and made available to the customer. Our license fee revenue consists of artificial intelligence (“AI”) services that are provided on a continuous basis for the contractual period. Where we have determined that the customer obtains a right to access our AI services, we recognize revenue on a straight-line basis over the contractual term beginning when the customer has access to the service. Where we identify that the customer obtains a right to use license, we recognize revenue from the license upfront at the point in time at which the license is granted and the software is made available to the customer. Any contract specific revenue relating to localization of services prior to the commencement of software license term is not deemed to be distinct from the software license contract and is consequently also recognized over the software license term. Efforts to satisfy performance obligations are expended evenly throughout the performance period and so the performance obligation is considered to be satisfied evenly over time. In some cases, we have concluded that upfront payments included in software license contracts with customers have a significant financing component considering the period between the upfront payment and the services provided, when the contract term is more than one year. As a result, the transaction price must be adjusted to account for the time value of money by using an appropriate discount rate. The discount rate utilized is determined based on the rate that would be reflected in a separate financing transaction with the customer. When a significant financing component exists, we recognize a contract liability for the entire upfront cash payment received, excluding the amount relating to the financing component from the transaction price. Additionally, interest expense is recognized over the duration of the contract under the amortized interest method. Clinical Service Revenue Clinical service revenue represents clinical services provided to our business and private patients under an arrangement and is recognized when the services are rendered. Our clinical service fees are based on PMPM subscription fees and fees per appointment (“fee-for-service”). PMPM subscription fees give members access to our clinical services over the contractual period as set forth in the arrangement, recognized monthly based on the number of members covered by the plan in a given month. Fee-for-service is based on contracted rates determined in agreed-upon compensation schedules and is recognized when the services are rendered at a point in time. In arrangements where PMPM subscription fees are charged we assess whether any of the transaction price should be allocated to software licensing revenue and allocate on a contract by contract basis. Cost of Care Delivery Cost of care delivery primarily consists of claims costs from physicians and other health professionals in our provider network and costs incurred in connection with our provider network operations, including rent, insurance and other direct costs incurred in the delivery of patient care. Cost of care delivery is mainly driven by patient activity and required medical services that are relatively variable. Costs incurred relating to the delivery of VBC services is recognized as an expense within cost of care delivery over time as the expense is incurred. Grant Income We recognize income related to grants on a systematic and rational basis when it becomes probable that we have complied with the terms and conditions of the grant and in the period in which the corresponding costs or income related to the grant are recognized. We receive grants in the form of cash contributions towards outreach projects and tax credits for certain qualifying research and development expenditures. These grants are recognized as non-current deferred grant income liability, released either over the period of the grant contract or over the same period that the related capitalized development costs are amortized. The offset to the release of the long term deferred grant income liability is recognized as revenue for outreach grants and a reduction in Platform & application expenses for tax credits. Platform & Application Expenses Platform & application expenses are costs of revenue for our digital healthcare platform. These costs primarily include employee-related salaries, benefits, stock-based compensation, and contractor and consultant expenses that are engaged in providing professional services related to support and maintenance of the digital healthcare platform. These costs also include third-party application costs, hosting services, and other direct costs. The amortization of capitalized development costs are also included in Platform & application expenses. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized if the product or process is technically and commercially feasible and if the Group has sufficient resources to complete the development. Capitalized development costs are recorded as intangible assets and amortized from the point at which the development is complete, and the asset is available for use. Costs are capitalized based on a model whereby a percentage is allocated to employee related expenses based on the time spent on the development of assets. Subsequent expenditure on capitalized intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All employee expenses included in this balance relate to employees in the product and technology departments, and the percentage attributable varies dependent on the nature of the work performed and the type of asset being developed. Expenses that do not meet the criteria for capitalization are expensed as incurred within Platform & application expenses. The technical feasibility of a new product is determined by a management team consisting of product, technology, and finance leads based on understanding the availability of adequate technical, financial and other resources required to develop the product. The commercial feasibility of a new product is determined by understanding how this product feeds into Babylon’s current offering. Commercial leads ascertain market interest by evaluating against existing and potential customer requirements. Feasibility is challenged with input from finance leads to verify the underlying financial implications of development and assess viability. Once the technical and commercial feasibility has been established and the project has been approved for commencement, the project moves into the development phase. As described in Note 3, development costs of $34.0 million (2020: $43.0 million) were capitalized during the year for those development and technology expenses that were deemed technologically feasible and probable of generating future economic benefits. During the period of development, the asset is tested for impairment at least annually. Research & Development Expenses Research & development expenses primarily included employee-related salaries, benefits, stock-based compensation, and contractor and consultant expenses that are engaged in performing activities to develop and improve the Group’s digital healthcare platform. These costs also include third-party application costs, hosting services, and other indirect costs. Research costs and development costs that do not meet the criteria for capitalization are expensed as incurred within Research & development expenses. Sales, General & Administrative Expenses Sales, general & administrative expenses include employee-related expenses, contractors and consultants expense, stock-based compensation, property and facility related expenses, IT and hosting, marketing, training and recruiting expenses. Enterprise IT and hosting costs are primarily software subscriptions, domain and hosting costs. Our Sales, general & administrative expenses also include depreciation of property, fixtures and fittings and amortization of acquired intangible assets. Claim Expenses and Claims Payable Claims expense, presented within Cost of care delivery, and Claims payable includes costs for third party healthcare service providers who provide medical care to our members for which the Group is contractually obligated for financial risks relating to the medical services provided. The estimated reserve for IBNP claims is included in the liability for unpaid claims in the Consolidated Statement of Financial Position. Actual claims expense will differ from the estimated liability due to factors in estimated and actual member utilization of health care services, the amount of charges and other factors. We determine our estimates through a variety of actuarial models based on medical claims history to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. Taxation Tax on the Consolidated Statement of Profit and Loss for the year comprises current and deferred tax. Tax is recognized in the Consolidated Statement of Profit and Loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Expenditures incurred for R&D activities have been claimed and will be reimbursed through the U.K. research and development expenditure credit scheme (the “RDEC Scheme”). Under the RDEC Scheme tax relief is given at 12.0% (up to April 1, 2020) and 13.0% (after April 1, 2020) of allowable R&D costs, which may result in a payable tax credit at an effective rate of 7.8% of qualifying expenditure for the year ended December 31, 2021. The Group recognizes the gross amount as Deferred grant income on the Consolidated Statement of Financial Position and as a reduction to Platform & application expenses over the period of expected benefit from the expenditure. The related tax charge on the credit is recognized in the year of the tax credit. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of ordinary shares of the Group outstanding during the period. Diluted net loss per share is computed by giving effect to all potential ordinary shares, including outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential ordinary shares outstanding would have been anti-dilutive. We have included shares issuable for little or no cash consideration upon the satisfaction of certain conditions (contingently issuable shares), including options and warrants, within the computation of basic net loss per share as of the date that all necessary conditions have been satisfied (in essence, when issuance of the shares is no longer contingent). Comprehensive Loss Comprehensive loss consists of cumulative translation gains or losses. Unrealized gains or losses are net of any reclassification adjustments for realized gains and losses included in the Consolidated Statement of Profit and Loss. Segment Reporting IFRS 8, Operating Segments (“IFRS 8”) requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”). According to IFRS 8, the CODM represents a function whereby strategic decisions are made, and resources are assigned. The CODM function is carried out by the Group’s Chief Executive Officer. Segment information is presented based on information used by the CODM in its decision-making processes. The CODM is responsible for the Group’s key strategic and business decisions and driving the direction and growth of the Group. These include but are not limited to international growth, new services, material business agreements and corporate and management structures. The CODM’s key decisions are based on the monthly management accounts in which segment information is presented on the basis of geographic areas. Each segment derives its revenues from software license fees for the provision of AI services, patient revenues from the provision of clinical services and VBC services provided by the segment which may differ from the geographic location of the customer. Earnings before depreciation, amortization, net finance income (costs), and income taxes (“EBITDA”) is used to measure performance of each segment because the Group believes that this information is most relevant in evaluating the results of the respective segments. The accounting policies for segment information, including transactions entered between segments are generally the same as those described in the summary of significant accounting policies. The CODM is not provided with total assets and liabilities by segment, and therefore the disclosures below do not include these measures. Segment information is reported from a geographic presence perspective. The Group’s results are provided to CODM disaggregated by geographic region, including the United Kingdom (“UK”), the United States of America (“US”), Canada (until the disposal of our Canadian subsidiary), Rwanda, and Singapore. The Group assessed the geographical segments within the aggregation guidance provided in IFRS 8 and determined that the UK and U.S. segments each exceed the quantitative thresholds and represent individual reportable segments. The remaining geographical regions individually and in aggregate do not exceed the quantitative thresholds for reportable segments. Therefore, the UK and the U.S. segments are the Group’s reportable segments for the purposes of these Consolidated Financial Statements. Business Combinations The acquisition consideration is measured at fair value which is the aggregate of the fair values of the assets transferred, the liabilities incurred or assumed and the equity interests in exchange for control. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration are recognized in the Consolidated Statement of Profit and Loss. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. The allocation process requires an analysis of acquired contracts, customer relationships, contractual commitments, and legal contingencies to identify and record the fair value of all assets acquired and liabilities assumed. In valuing acquired assets and assumed liabilities, fair values are based on, but are not limited to, future expected cash flows, current replacement cost for similar capacity for certain fixed assets, market rate assumptions for contractual obligations, and appropriate discount rates and growth rates. Where the consideration transferred, together with the non-controlling interest, exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is recorded as goodwill. Acquisition related costs are expensed as incurred and classified as Sales, general & administrative expenses in the Consolidated Statement of Profit and Loss. Goodwill is capitalized as a separate item in the case of subsidiaries. Goodwill is denominated in the currency of the operation acquired. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in the Consolidated Statement of Profit and Loss. When the Group increases its ownership interests held in one of its consolidated subsidiaries, any difference between the consideration given and the aggregate carrying value of the assets and liabilities of the acquired entity at the date of the transaction is included in equity in retained earnings. Property, Plant and Equipment Property, plant and equipment is stated at historical cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the Consolidated Statement of Profit and Loss during the reporting period in which they are incurred. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: – Computer equipment 3 years – Fixtures and fittings 3-5 years – Deployed machinery 4 years At the end of each reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. When an asset is disposed of, the gain or loss is calculated by comparing proceeds received with its carrying amount and is recognized in the Consolidated Statement of Profit and Loss. Other Intangible Assets Intangible assets resulting from capitalized development costs in the normal course of business are recorded at historical cost. Intangible assets acquired in a business combination are recognized at fair value at the acquisition date. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized on a straight-line basis over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are at least reviewed at the end of each reporting period. The amortization expense on intangible assets with finite lives is recognized in Sales, general & administrative expenses. The useful lives of the Group’s intangible assets are: – Development costs 1-10 years – Developed technology 5 years – Customer relationships 15 years – Trade names 5-11 years – Physician network 3-10 years – Licenses 1-2 years An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Consolidated Statement of Profit and Loss. Goodwill Goodwill is measured as described in “Business combinations” above. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized and is reviewed for impairment at least annually as of October 1 or more frequently if triggering events occur or impairment indicators exist. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Trade Receivables We use a forward-looking expected credit loss (“ECL”) model in determining our allowance for doubtful accounts as it relates to trade receivables, contract assets, and other financial assets. Our allowance is based on historical experience, and includes consideration of the aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers among other factors. We measure an impairment loss as the excess of the carrying amount over the present value of the estimated future cash flows discounted using the financial asset’s original discount rate, and we recognize this loss in our Consolidated Statement of Profit and Loss. A financial asset is written-off or written-down to its net realizable value as soon as it is known to be impaired. We adjust previous write-downs to reflect changes in estimates or actual experience. Our allowance for doubtful accounts is not material. Non-current Assets Held for Sale and Disposal Groups Non-current assets and disposal groups are classified as held for sale when: • They are available for immediate sale, • Management is committed to a plan to sell, • It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, • An active program to locate a buyer has been initiated, • The asset or disposal group is being marketed at a reasonable price in relation to its fair value, and • A sale is expected to complete within 12 months from the date of classification. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount immediately prior to being classified as held for sale in accordance with the Group’s accounting policy; and fair value less costs of disposal. An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset (or disposal group) is recognized at the date of derecognition. Following their classification as held for sale, non-current assets (including those in a disposal group) are not depreciated. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. As of December 31, 2021, the Group had restricted cash of $0.3 million (2020: $0.0 million). Impairment of Non-financial Assets Excluding Deferred Tax Assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that carrying values may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal (market value) and value in use determined using estimates of discounted future net cash flows of the asset or group of assets to which it belongs. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Employee Benefits Defined Contribution Plans Obligations for contributions to defined contribution pension plans are recognized as an expense in the Consolidated Statement of Profit and Loss in the periods during which services are rendered by employees. Short-term Benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-based Payment Transactions The Group and the Company operates an equity compensation scheme. It issues equity settled share-based payments to both employees and non-employees within the Group, whereby services are rendered in exchange for rights to purchase shares of the Company, which are primarily composed of restricted stock awards and options. Non-employees include contractors and advisors. The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards, net of estimated forfeitures. The fair value of the options granted is measured using an option valuation mode |
Alkuri Merger and PIPE Transact
Alkuri Merger and PIPE Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Detailed Information About Reverse Recapitalization [Abstract] | |
Alkuri Merger and PIPE Transaction | Alkuri Merger and PIPE Transaction On June 3, 2021, we entered into the Merger Agreement with Alkuri, Alkuri’s sponsor and the Founder and Chief Executive Officer of Babylon. The Merger Agreement provided for the Merger, and Alkuri and Babylon entered into subscriptions agreements (the “Subscription Agreements”) with certain accredited investors (the “PIPE Investors”) providing for issuance and the sale, in private placements, of an aggregate of 22,400,000 Class A ordinary shares to the PIPE Investors at a price of $10.00 per share (the “PIPE Transaction”). The Merger and the PIPE Transaction closed on October 21, 2021 and were effectuated as follows: • The shareholders of Alkuri, including Alkuri’s sponsor, exchanged their equity interests for Class A ordinary shares of Babylon Holdings Limited. As Alkuri does not meet the definition of a business, the Merger was accounted for as a recapitalization in accordance with IFRS 2 with Babylon Holdings Limited being the accounting successor. At the closing of the Merger, Alkuri merged with and into Liberty USA Merger Sub, Inc., a new wholly owned subsidiary, with Alkuri continuing as the surviving company and a wholly owned subsidiary of Babylon Holdings Limited. Each Alkuri unit consisting of Alkuri common stock and warrants was automatically separated into its component securities without any action on the part of the holders of such units. Each share of Alkuri common stock was automatically converted into the right to receive one Class A ordinary share of Babylon Holdings Limited. Each warrant to purchase shares of Alkuri’s common stock that was outstanding immediately prior to the Merger was assumed by the Company and automatically converted into a warrant to purchase Class A ordinary shares in the Company. • Pursuant to the Merger Agreement, the Company issued 10,973,903 Class A ordinary shares to the shareholders of Alkuri (excluding the Sponsor Earnout Shares discussed below) and assumed warrants previously issued by Alkuri, consisting of 5,933,333 private placement warrants and 8,625,000 public warrants, which were converted into warrants to purchase 14,558,333 Class A ordinary shares (“Alkuri Warrants”). The warrants to purchase 14,558,333 Class A ordinary shares give the holder the right to purchase such shares at a fixed amount for a period of five years subject to the terms and conditions of the warrant agreement. The issuance of shares to shareholders and investors in Alkuri as part of the Merger resulted in a $122.8 million increase in Share premium. The impact to Share capital was not material. • As part of the Merger, Babylon issued 38,800,000 Class B ordinary shares to its Founder and Chief Executive Officer (“Stockholder Earnout”) and 1,293,750 Class A ordinary shares to Alkuri’s sponsor (“Sponsor Earnout Shares”), subject to transfer restrictions if and until milestones based on the trading price of the Class A ordinary shares on the New York Stock Exchange following the closing of the Merger are achieved (collectively “Earnout Shares”). The restrictions on the Earnout Shares are to be released in four equal portions subject to achieving milestones on the trading price of our Class A ordinary shares on the New York Stock Exchange of $12.50, $15.00, $17.50 and $20.00 within and for specified time periods. In the event that such milestones are not met within and for the required time periods, all of the Earnout Shares for which the applicable milestone has not been met will be automatically converted into redeemable shares of Babylon, which Babylon can redeem for $1.00. As continuing employment is not a condition for achievement of the Earnout Shares, it was concluded that the Earnout Shares were not compensatory in nature and should be accounted for as an equity transaction between parties to the Merger. Therefore, the Earnout Shares were reflected in the measurement of the Recapitalization transaction expense. See Note 15 for additional discussion. • In exchange for the Class A ordinary shares and warrants issued to Alkuri, and the issuance of the Stockholder Earnout Shares and the Sponsor Earnout Shares, the Company received the net assets held by Alkuri of $5.3 million, which was primarily composed of cash held in Alkuri’s trust account of $36.4 million and current liabilities of $31.1 million. In accordance with IFRS 2, the difference between the fair value of the identifiable net assets contributed by Alkuri and the fair value of the equity instruments issued to the former Alkuri shareholders (including its sponsor) is treated as an expense, resulting in a Recapitalization transaction expense of $148.7 million included within Operating loss. • Concurrent with the Merger, the Company received proceeds of $224.0 million through the private placement of Class A ordinary shares to the PIPE Investors, which included existing investors, Alkuri’s sponsor, and other new investors in the PIPE Transaction. The PIPE Transaction has been treated as a capital contribution, which resulted in a $224.2 million increase in Share premium. The impact to Share capital was not material. Upon the closing of the Merger and PIPE Transaction, Babylon Holdings Limited became a publicly traded corporation, listing its Class A ordinary shares and its public warrants on the New York Stock Exchange under the ticker symbols BBLN and BBLN.W, respectively. Babylon incurred incremental transaction costs directly attributable to the issuance of shares the shareholders of Alkuri pursuant to the Merger Agreement and to the PIPE Investors in the PIPE Transaction, which were reflected as a reduction in Share premium. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about business combination [abstract] | |
Acquisitions | Acquisitions As part of our business strategy, we have acquired, and may acquire in the future, certain businesses and technologies primarily to expand our service offerings. Acquisitions in the Current Period Higi Prior to October 29, 2021, higi SH Holdings Inc. (“Higi”), a provider of digital healthcare services via a network of smart health stations in the United States, was accounted for as an associate because the Group was able to demonstrate significant influence through representation on the board and the power to participate in the financial and operating policy decisions. On November 1, 2021, the Group determined that through its option to acquire the outstanding shares of Higi, it possessed substantive rights which provided the Group with the power to exert control, not just significant influence, over Higi and thus, November 1, 2021 was determined to be the acquisition date with a 25% ownership interest. On December 7, 2021, the Company exercised its option to acquire the remaining equity interest in Higi pursuant to the Second Amended and Restated Agreement and Plan of Merger dated October 29, 2021. The closing of this acquisition occurred on December 31, 2021. The exercise price of the option to acquire the remaining Higi equity stake included the payment of $8.4 million of cash and the issuance of 3,412,107 Class A ordinary shares at the closing; the payment of $7.4 million at the closing to satisfy the principal and interest payable by a subsidiary of Higi pursuant to a promissory notes including one in favor of ALP Partners Limited (further disclosed in Note 30), an entity owned by our founder and Chief Executive Officer; the future payment of up to $0.3 million in cash and issuance of up to 490,782 additional Class A ordinary shares after the expiration of a 15-month indemnification holdback period, and the issuance of 1,980,000 restricted stock units for Higi continuing employees and consultants in respect of Class A ordinary shares. The Higi shareholders receiving our shares are subject to a lockup and were granted certain registration rights. The transfer of cash and shares upon exercise of the option to acquire the remaining non-controlling interest after November 1, 2021 was accounted for as an equity transaction between consolidated subsidiaries under IFRS 10, Consolidated Financial Statements . We accounted for the consolidation of Higi using the acquisition method of accounting for business combinations achieved without the transfer of consideration, as control of Higi was obtained through contract. The fair value of the 74.7% non-controlling interest was estimated to be $64.3 million. The most significant input to the fair value of the non-controlling interest in Higi was the transaction price, given the proximity of the legal closing of the transaction to the time control was obtained. Prior to consolidating Higi, the Company accounted for its 25.5% interest as an investment in an associate. The acquisition-date fair value of the previous equity interest was $21.8 million, which resulted in a non-cash gain of $10.5 million upon remeasurement of the equity interest in Higi prior to the business combination. The gain is included in Gain on remeasurement of equity interest in the Consolidated Statement of Profit and Loss. The intangible assets acquired include developed technology, license agreements and licensed trade names. We estimated the fair values of the property, plant and equipment and license arrangements using a cost approach that reflects the costs necessary to replace the service capacity of the acquired assets. We estimated the fair value of developed technology utilizing the relief from royalty method. This form of the income approach utilizes management’s estimates of future operating results and cash flows using a royalty rate that reflects market participant assumptions. The royalty rate used in the valuation of developed technology was 3%. We estimated the fair value of the trade name utilizing the relief from royalty method. This form of the income approach utilizes management’s estimates of future operating results and cash flows using a royalty rate that reflects market participant assumptions. The royalty rate used in the valuation of the trade name was 1%. The income approaches described above utilize management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions. The group has recorded the excess of the aggregate acquisition date fair values of non-controlling interest and the interest the Group previously held in Higi over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities, anticipated synergies through the use of our digital healthcare platform, and the assembled workforce. We expect that the majority of the goodwill acquired in the acquisition will not be deductible for corporate income tax purposes. Transaction related costs are included in Sales, general & administrative expenses in our Consolidated Financial Statements. Total transaction related costs incurred during the year ended December 31, 2021 were $0.4 million. We have performed a preliminary valuation analysis of the fair market value of the assets and liabilities of Higi upon consolidation. The final purchase price allocations will be determined when we have completed and fully reviewed the detailed valuations and could differ materially from the preliminary allocation. The final allocation may include changes of acquired intangible assets as well as goodwill and other changes to assets and liabilities, including deferred taxes. The estimated useful lives of acquired intangible assets are also preliminary. The acquisition-date fair value of Higi has been allocated on a preliminary basis as follows: Recognized values on acquisition $‘000 Carrying value of existing equity interest 11,274 Gain on remeasurement of existing equity interest 10,495 Fair value of non-controlling interest 64,274 Acquisition date fair value of Higi 86,043 Accounts receivable 2,314 Property, plant and equipment 17,618 License arrangements 2,650 Trade names 3,100 Developed technology 5,900 Deferred tax liability (730) Other assets and liabilities, net (5,983) Net assets acquired 24,869 Goodwill 61,174 For the two months ended December 31, 2021, Higi contributed revenue of $2.1 million and losses before tax of $4.0 million to the Group’s consolidated results. If the acquisition had occurred on January 1, 2021, management estimates that consolidated revenue for the year ended December 31, 2021 would have been $331 million (higher by $7.9 million) and consolidated losses before tax would have been $390.0 million (higher by $14.1 million). In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2021. Meritage Medical Network On April 1, 2021, the Group acquired all the outstanding equity interests of Meritage Medical Network (“Meritage”), a California professional corporation, for total consideration of $16.1 million, of which $27.9 million related to cash paid, net of $14.1 million in cash acquired, and $2.3 million related to the fair value of warrants issued to the former shareholders of Meritage. This acquisition is intended to expand the growth of our value-based care services to patients within the Meritage network. We accounted for this acquisition under the acquisition method of accounting and have reported the results of operations as of the acquisition date. The intangible assets acquired include customer relationships, trade names, physician networks and a license. We estimated the fair value of customer relationship intangibles using an income approach, utilizing the excess earnings method for customer relationships. This form of the income approach utilizes management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions. We estimated the fair value of trade names and the license using a cost approach that reflects the costs necessary to replace the service capacity of the acquired assets. We estimated the fair value of the trade name using an income approach, utilizing the relief from royalty method. This form of the income approach utilizes management’s estimates of future operating results and cash flows using a royalty rate that reflects market participant assumptions. Other significant judgements used in the valuation of tangible liabilities assumed in the acquisition included a valuation of the healthcare related liabilities acquired, which were primarily based on historical claims experience to estimate the liability on the acquisition date. The Group has recorded the excess of the fair value of the consideration transferred in the acquisitions over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities, anticipated synergies through the use of our digital healthcare platform and the assembled workforce. We expect that the majority of the goodwill acquired in the acquisition will not be deductible for corporate income tax purposes. Acquisition related costs are included in Sales, general & administrative expenses in our Consolidated Financial Statements. Total acquisition related costs incurred for this acquisition during the year ended December 31, 2021 were $0.2 million. The estimated fair value of assets acquired as of the acquisition date were as follows: Recognized values on acquisition $‘000 Cash paid, net of cash acquired 13,798 Issuance of warrants 2,349 Aggregate purchase price 16,147 Accounts receivable 751 Customer relationships 11,600 Physician’s network 3,500 Trademark 1,900 License 590 Claims payable (13,436) Deferred tax liability (2,610) Other assets and liabilities, net (817) Net assets acquired 1,478 Goodwill 14,669 For the nine months ended December 31, 2021, Meritage contributed revenue of $53.0 million and losses before tax of $15.5 million to the Group’s consolidated results. If the acquisition had occurred on January 1, 2021, management estimates that consolidated revenue would have been $339.4 million (higher by $16.5 million) and consolidated losses before tax would have been $376.1 million (higher by $0.1 million) for the year ended December 31, 2021. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2021. Health Innovators, Inc. In fiscal year 2019, the Group acquired preference shares in Health Innovators Inc. for initial consideration of $4.0 million satisfied in cash. As a result, the Group has rights associated with the ownership of $56.7 million shares (approximately 80% ownership), subject to further investments, repurchase by Health Innovators Inc. if further investments were not made, and restrictions and limitations in Health Innovators Inc’s charter and the stock purchase agreement through which the Group made its investment. Additionally, the Group has power over the investee, exposure and rights to variable returns and the ability to influence returns, giving the group control over the investee. Babylon Holdings Limited has the option to increase their investment in stages, exercisable for a period of 4-years. The investment option is considered a derivative and has no impact to the Consolidated Financial Statements given it is eliminated upon consolidation. Management has elected to recognize non-controlling interest (“NCI”) on the proportionate basis. In the event of a liquidation, Babylon has a preferential right to recover amounts invested prior to any distribution to other shareholders or Babylon will receive its percentage of net assets of Health Innovators, whichever is greater. On the acquisition date, the net assets of Health Innovators were valued at $3.9 million which was less than the priority payment of $4.0 million. Net assets at December 31, 2020 and December 31, 2021 were lower than Babylon’s total investment at that date. As a result, in the Consolidated Statement of Financial Position as of December 31, 2020 and December 31, 2021, Babylon consolidated 100% of Health Innovators Inc.’s net assets and no NCI has been recognized. In fiscal year 2020, Babylon invested further in Health Innovators Inc. for consideration of $6.6 million satisfied in cash resulting in approximately 80% ownership. In December 2021, Babylon acquired all of the remaining outstanding equity interests of Health Innovators Inc. in exchange for 247,112 Babylon Class A ordinary shares. The transaction was accounted for as an equity transaction between consolidated subsidiaries and did not have a material impact on the Consolidated Financial Statements. Fiscal Year 2020 Acquisitions On October 1, 2020, the Group entered into an Asset Purchase Agreement to acquire the contracts of the Fresno Health Care business of FirstChoice Medical Group (together, “Fresno”) for $25.7 million of cash consideration. The acquisition of the contracts and transfer of related operational processes is required to be accounted for under IFRS 3 . The Group incurred $0.7 million of direct costs for legal, financial advisory, tax, and other services related to the transaction. These are operating costs which have been expensed to Sales, general & administrative expenses during the period in which they were incurred and are final. The fair value of assets acquired as of the acquisition date were as follows: Recognized values on acquisition $‘000 Acquiree’s net assets at the acquisition date: Intangible assets 7,900 Right-of-use asset 153 Lease liability (153) Net identifiable assets and liabilities 7,900 Goodwill 17,771 Consideration paid 25,671 The assets acquired include customer relationships, trademarks and trade names, and physician networks. To determine the fair value of the acquired assets the Company used the present value of future cash flows for customer relationships, the expected revenue attributable over ten years with a 0.5% royalty rate and 10% discount rate for trademarks and trade names, and the expected replacement costs over two years for physician networks. The purchase price of $25.7 million exceeded the fair value of the net assets acquired from Fresno by $17.8 million and was recorded as goodwill, which has been allocated to the Fresno CGU. Goodwill represents benefits from Fresno’s assembled workforce and expected synergies and has been calculated by subtracting the fair value of net assets acquired from the consideration paid. Total revenues attributable to the assets acquired from Fresno since the acquisition were $16.1 million for the year ended December 31, 2020. Net loss attributable to the assets acquired from Fresno since the acquisition was $2.8 million for the year ended December 31, 2020. If the acquisition had occurred on January 1, 2020, management estimates that consolidated revenue would have been $128.3 million (higher by $49.0 million) and consolidated losses would have been $179.4 million (lower by $4.0 million) for the year ended December 31, 2020. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2020. |
Disposals of Subsidiaries
Disposals of Subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Disposals Of Subsidiaries [Abstract] | |
Disposals of Subsidiaries | Disposals of SubsidiariesOn January 14, 2021, the Group entered into a Share Purchase Agreement (“SPA”) with TELUS Corporation (“TELUS”), a Canadian publicly traded holding company which is the parent of various telecommunication subsidiaries, for the sale of the Babylon Health Canada Limited business. The entire issued share capital of Babylon Health Canada Limited was transferred to TELUS for a base price of $1.8 million in Canadian dollars (“CAD”), which has been adjusted for working capital and net indebtedness. An additional $3.5 million CAD payment was made by TELUS that was attributable to a partial repayment of an Intercompany Loan due from Babylon Canada to Babylon Partners Limited. The remaining amount of the Intercompany loan was forgiven immediately prior to the execution of the SPA. Effect of disposal: For the Year Ended $‘000 Cash and cash equivalents (57) Prepayments and contract assets (1,322) Property, plant and equipment (922) Right-of-use assets (797) Trade and other receivables (619) Accruals and provisions 658 Lease liabilities 837 Borrowings 3,075 Trade and other payables 588 Net assets and liabilities derecognized 1,441 Consideration received 2,344 Working capital adjustment 132 Gain on disposal 3,917 There were no disposals of subsidiaries in the years ended December 31, 2020 and 2019. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from contracts with customers [Abstract] | |
Revenue | Revenue i) Disaggregation of Revenue For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Value-based care 220,852 26,038 — Software licensing 60,052 24,603 2,002 Clinical services 42,017 28,631 14,032 322,921 79,272 16,034 In January 2021, we entered into a License and Support Agreement (“License Agreement”) with TELUS. As part of the License Agreement, the Group received an upfront payment of $66.9 million in exchange for the right to use the Company’s digital healthcare platform (“Software Platform”), specified upgrades to be delivered over a 24-month period, post-contract support (“PCS”), and a right to access enhancements to the Group’s Software Platform over a period of seven years. We identified that the License Agreement included multiple performance obligations and allocated the transaction price to the separate performance obligations on a relative standalone basis. We determined the standalone selling prices based on our overall pricing objectives, taking into consideration market inputs and entity specific factors, including standalone selling prices when available. We also concluded that the upfront payment included a significant financing component. As a result, the transaction price was adjusted to account for the time value of money and interest expense will be recognized over the duration of the contract. ii) Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. As of December 31, 2021 2020 $’000 $’000 Trade receivables (Note 20) 8,278 4,674 Contract assets (Note 20) 4,484 2,378 Contract liabilities (Note 8 iii) 94,182 76,018 The contract assets primarily relate to the Group’s rights to consideration for work performed but subject to customer acceptance at the reporting date. There was no impact on contract assets as a result of acquisition of subsidiaries. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer. The Group’s customers generally pay for invoices in the month following the issuance date. iii) Transaction Price Allocated to the Remaining Performance Obligations The following table includes revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date: 2022 2023 2024 2025 2026 and beyond Total $’000 $’000 $’000 $’000 $’000 $’000 As of December 31, 2021 23,786 18,918 19,349 17,852 14,277 94,182 The table below shows significant changes in contract liabilities: 2021 2020 $’000 $’000 Balance on January 1 76,018 81,584 Amounts billed but not recognized 61,176 18,080 Revenue recognized (43,012) (23,646) Balance on December 31 94,182 76,018 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of operating segments [abstract] | |
Segment Information | Segment Information Below is a summary of the Group’s segments and a reconciliation between the results from operations as per segment information and the results from operations as per the Consolidated Statements of Profit and Loss. For the Year Ended December 31, 2021 UK US All other segments Total segments Reconciliation adjustments Total as per statement of profit and loss $’000 $’000 $’000 $’000 $’000 $’000 Revenue 88,967 232,296 1,610 322,873 48 322,921 Inter-segment revenue 2,205 (3,964) 1,756 (3) 3 0 Segment revenue 91,172 228,332 3,366 322,870 51 322,921 Cost of care delivery (41,542) (253,998) (1,590) (297,130) 7,458 (289,672) Other operating expenses, excluding amortization and depreciation (114,975) (105,602) (171,951) (392,528) (8,226) (400,754) Change in fair value of warrant liabilities — — 27,811 27,811 — 27,811 Exchange (loss) / gain (1,844) 189 1,390 (265) 1,133 868 Gain on sale of subsidiary — — 2,687 2,687 1,230 3,917 Gain on remeasurement of equity interest — — 10,495 10,495 — 10,495 Share of loss of equity-accounted investees — (2,602) — (2,602) — (2,602) Segment EBITDA (67,189) (133,681) (127,792) (328,662) 1,646 (327,016) Depreciation and amortization (35,004) Change in fair value of warrant liabilities (27,811) Exchange gain (868) Gain on sale of subsidiary (3,917) Gain on remeasurement of equity interest (10,495) Share of loss of equity-accounted investees 2,602 Operating loss (402,509) For the Year Ended December 31, 2020 UK US All other segments Total segments Reconciliation adjustments Total as per statement of profit and loss $’000 $’000 $’000 $’000 $’000 $’000 Revenue 44,000 32,226 2,968 79,194 78 79,272 Inter-segment revenue 1,194 (3,094) 1,766 (134) 134 0 Segment revenue 45,194 29,132 4,734 79,060 212 79,272 Cost of care delivery (34,600) (34,381) (7,205) (76,186) 8,932 (67,254) Other operating expenses, excluding amortization and depreciation (127,762) (27,190) (3,990) (158,942) (14,100) (173,042) Exchange (loss) / gain 403 (246) 17,060 17,217 (20,053) (2,836) Share of loss of equity-accounted investees — — (1,124) (1,124) — (1,124) Segment EBITDA (116,765) (32,685) 9,475 (139,975) (25,009) (164,984) Depreciation and amortization (14,487) Exchange loss 2,836 Share of loss of equity-accounted investees 1,124 Operating loss (175,511) For the Year Ended December 31, 2019 UK US All other segments Total segments Reconciliation adjustments Total as per statement of profit and loss $’000 $’000 $’000 $’000 $’000 $’000 External revenue 14,633 — 1,410 16,043 (9) 16,034 Inter-segment revenue 4,081 (2,669) (1,382) 30 (30) — Segment revenue 18,714 (2,669) 28 16,073 (39) 16,034 Cost of care delivery (25,707) (160) (373) (26,240) 6,430 (19,810) Other operating expenses, excluding amortization and depreciation (119,895) (23,273) (5,340) (148,508) (8,040) (156,548) Exchange (loss) / gain 314 (83) 16,584 16,815 260 17,075 Segment EBITDA (126,574) (26,185) 10,899 (141,860) (1,389) (143,249) Depreciation and amortization (2,496) Exchange gain (17,075) Operating loss (162,820) Reconciliation adjustments include allocation and classification differences of costs between management accounts and statutory reporting, reversals of inter-segment revenue and foreign exchange variances. Major Customers Below is a summary of the revenue derived from the Group’s major customers: For the Year Ended December 31, 2021 2020 2019 $‘000 % of revenue $‘000 % of revenue $‘000 % of revenue Customer 1 119,785 37.1 % 11,918 15.0 % 2,215 13.8 % Customer 2 39,764 12.3 % 9,706 12.3 % 2,465 15.4 % Customer 3 38,705 12.0 % 9,505 12.0 % 5,607 34.9 % Customer 4 N/A N/A 14,937 18.9 % N/A N/A Geographical Information Revenue from external customers attributed to individual countries is summarized as follows: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 UK 35,490 28,827 12,189 US 232,708 32,689 — Asia-Pacific 14,965 11,585 2,215 Canada 38,705 3,207 564 Rest of World 1,053 2,964 1,066 Total 322,921 79,272 16,034 In 2021 38.3% ($92.6 million) and 61.1% ($147.8 million) of non-current assets of the Group are derived from and located within the UK and US, respectively. In 2020 64.8% ($70.9 million) and 34.5% ($37.8 million) of non-current assets of the Group are derived from and located within the UK and US, respectively. In 2021 84.5% ($7.0 million) and 11.0% ($0.9 million) of total Group trade receivables were attributable to the UK and US, respectively. In 2020 47.6% ($2.2 million) and 50.1% ($2.3 million) of total Group trade receivables were attributable to the UK and US, respectively. |
Employee Benefits Expense
Employee Benefits Expense | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Employee Benefits Expense | Employee Benefits Expense For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Wages and salaries 148,728 108,018 57,388 Social security and pension contributions 17,118 13,404 8,254 Share-based compensation 46,307 9,557 7,966 Total 212,153 130,979 73,608 Of the total employee benefits expense, $62.3 million (2020:$34.5 million, 2019: $3.7 million) has been recognized in Cost of care delivery, $6.9 million (2020: $8.8 million, 2019: $7.2 million) in Platform & application expenses, $42.9 million (2020: $53.3 million, 2019: $36.6 million) in Research & development expenses, and $100.1 million (2020: $34.4 million, 2019: $26.0 million) in Sales, general & administrative expenses. During 2021, the Group capitalized employee costs of $34.0 million (2020: $43.0 million, 2019: $36.0 million) as development costs. Average Staff Numbers For the Year Ended December 31, 2021 2020 2019 Engineers 427 515 670 Sales & marketing 89 88 108 Finance, HR & legal 242 146 178 Clinical operations 856 586 476 Clinicians 959 773 124 2,573 2,108 1,556 |
Research Development Expenses
Research Development Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Research & Development Expenses | Research & Development Expenses For the Year Ended December 31, 2021 2020* 2019 $’000 $’000 $’000 Employee benefits 42,877 53,332 36,630 Contractors and consultants expense 3,917 645 14,752 Other 740 734 (177) Total 47,534 54,711 51,205 |
Sales, General & Administrative
Sales, General & Administrative Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Sales, General & Administrative Expenses | Sales, General & Administrative Expenses For the Year Ended December 31, 2021 2020* 2019* $’000 $’000 $’000 Employee benefits expense 100,095 34,362 26,020 Professional fees 19,200 8,645 4,469 IT and hosting costs 16,430 11,559 9,988 Depreciation and amortization 16,222 3,399 1,315 Marketing 9,982 6,575 7,691 Insurance 9,598 4,172 2,444 Contractors and consultants expense 7,425 2,501 7,008 Staffing, training and recruitment 6,321 3,494 6,393 Property related expenses 5,677 8,651 10,214 Local taxes 2,311 2,359 2,321 Office and clinical supplies 1,119 2,120 2,362 Other 2,293 6,844 4,045 Total 196,673 94,681 84,270 |
Finance Income and Costs
Finance Income and Costs | 12 Months Ended |
Dec. 31, 2021 | |
Finance Income and Costs [Abstract] | |
Finance Income and Costs | Finance Income and Costs For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Finance costs(i) (14,291) (4,530) (1,116) Finance income(ii) 326 610 1,015 Change in fair value of warrant liabilities 27,811 — — Exchange gain / (loss) 868 (2,836) 17,075 Net finance income (expense) 14,714 (6,756) 16,974 (i) The following items are included under finance costs: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Interest payable 10,234 252 851 Interest on leases 617 572 265 Interest on contract liabilities 3,440 3,706 — Total finance costs 14,291 4,530 1,116 |
Recapitalization Transaction Ex
Recapitalization Transaction Expense | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Recapitalization Transaction Expense [Abstract] | |
Recapitalization Transaction Expense | Recapitalization Transaction ExpenseAs discussed in Note 5, the Merger resulted in a non-cash Recapitalization transaction expense. The Company issued Class A ordinary shares and warrants with a combined fair value of $153.8 million to Alkuri’s shareholders (including its sponsor), based on the opening prices of Babylon Holdings Limited Class A ordinary shares and warrants as reported by the New York Stock Exchange on October 22, 2021 of $10.01 and $2.13, respectively. In exchange for the Class A ordinary shares and warrants issued to Alkuri, and the issuance of the Stockholder Earnout Shares and the Sponsor Earnout Shares, the Company received identifiable net assets with a fair value of $5.3 million. The fair value of the Class A ordinary shares and warrants in excess of the fair value of identifiable net assets contributed by Alkuri resulted in a Recapitalization transaction expense of $148.5 million in accordance with IFRS 2. This one-time expense as a result of the Merger of $148.5 million, is recognized as Recapitalization transaction expenses in the Consolidated Statement of Profit and Loss. As continuing employment is not a condition for achievement of the Stockholder Earnout Shares, it was concluded that the Stockholder Earnout Shares issued in the transaction were not compensatory in nature, but instead were part of an equity transaction between parties to the Merger. The Stockholder Earnout Shares are accounted for as part of the Merger and reflected in the stock price of $10.01 used in the measurement of the Recapitalization transaction expense under IFRS 2. The Sponsor Earnout Shares have been included within Alkuri Ordinary in the table below, and the Stockholder Earnout Shares have been included through their direct impact to the opening share price used to determine the fair value of shares exchanged. In addition, the Company incurred a non-cash Recapitalization transaction expense relating to the PIPE Transaction. The fair value of the equity instruments issued to the PIPE investors was $224.2 million. In exchange, the Company received cash of $224.0 million. The excess of the fair value of equity instruments issued over the cash acquired of $0.2 million has also been recorded as a non-cash IFRS 2 expense. The following table displays the calculation of the Recapitalization transaction expense: Amount Number of shares/warrants $’000 (a) Alkuri Ordinary Shares 12,267,653 (b) Opening price of Babylon Ordinary Shares on NYSE as of October 22, 2021 10.01 (c) Fair value of Company shares issued to Alkuri shareholders (a*b) 122,799 (d) Outstanding Alkuri Warrants on October 22, 2021 14,558,333 (e) Opening price of Babylon Warrants on NYSE as of October 22, 2021 Public warrants 2.13 8,625,000 Private placement warrants 2.13 5,933,333 (f) Fair value of outstanding Alkuri Warrants (d*e) 31,009 Total fair value of Alkuri Ordinary Shares and Alkuri Warrants (c+f) 153,808 Alkuri’s identifiable net assets 5,310 IFRS 2 Expense on the closing date 148,498 PIPE Transaction (a) PIPE Ordinary Shares 22,400,000 (b) Opening price of Babylon Ordinary Shares on NYSE as of October 22, 2021 10.01 (c) Fair value of Company shares issued to PIPE investors (a*b) 224,224 PIPE’s identifiable net assets 224,000 IFRS 2 Expense on the closing date 224 Total IFRS 2 Expense 148,722 Total cash proceeds received 229,311 Expense of share issue (32,787) Cash proceeds 196,524 |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | |
Taxation | Taxation Recognized in the Consolidated Statement of Profit and Loss For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Current tax Current tax on loss for the period 801 569 (3,457) Adjustments to tax in respect of previous periods 31 4,070 (2,102) Total current tax 832 4,639 (5,559) Deferred tax Origination and reversal of timing differences (2,306) — — Total deferred tax (2,306) — — Tax (benefit) provision (1,474) 4,639 (5,559) Analysis of tax recognized in the Consolidated Statement of Profit and Loss For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Loss before tax (375,985) (183,391) (145,846) Tax on loss on ordinary activities at standard CT rate (19.00%) (71,437) (34,844) (27,711) State and local income taxes, net of federal benefit (320) — — Benefit of foreign operations (218) — — Deferred tax not recognized 38,563 31,271 25,552 Expenses not deductible for tax purposes 33,512 4,142 187 Non-taxable income (11,003) — — Change in fair value of warrants 8,903 — — Tax arising on share in associates 495 — — Adjustments to tax in respect of previous periods 31 4,070 (2,102) All other, net — — (1,485) Tax (benefit) provision (1,474) 4,639 (5,559) A reduction in the UK corporation tax rate from 19.0% to 17.0% (effective April 1, 2020) was substantively enacted on September 6, 2016. The March 2020 Budget announced that a rate of 19.0% would continue to apply with effect from April 1, 2020, and this change was substantively enacted on March 17, 2020. An increase in the UK corporation rate from 19.0% to 25.0% (effective April 1, 2023) was substantively enacted on May 24, 2021. This will increase the Company's future tax charge accordingly. The deferred tax liability at December 31, 2021 has been calculated based on these rates, reflecting the expected timing of reversal of the related temporary differences (2020: 19.0%). Unrecognized deferred tax assets Due to uncertainty over future profitability, a deferred tax asset of $179.3 million (2020: $80.8 million) relating to losses and other deductions, as well as intangible asset and short-term timing differences, has not been recognized. The unrecognized deferred tax assets in each jurisdiction have been measured using the rates that would be expected to apply in the periods when the underlying timing differences, on which deferred tax is computed, are expected to unwind. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment [abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Computer Equipment Fixtures and Fittings Deployed Machinery Total $’000 $’000 $’000 $’000 Cost Balance at January 1, 2020 2,463 390 — 2,853 Additions 308 411 — 719 Reclassification to assets held for sale — (621) — (621) Effect of movements in foreign exchange 89 — — 89 Balance at December 31, 2020 2,860 180 — 3,040 Balance at January 1, 2021 2,860 180 — 3,040 Additions 2,830 5,273 — 8,103 Acquisitions through business combinations 105 41 17,618 17,764 Effect of movements in foreign exchange (107) (103) — (210) Balance at December 31, 2021 5,688 5,391 17,618 28,697 Computer Equipment Fixtures and Fittings Deployed Machinery Total $’000 $’000 $’000 $’000 Depreciation Balance at January 1, 2020 991 61 — 1,052 Depreciation 931 3 — 934 Effect of movements in foreign exchange (346) 66 — (280) Balance at December 31, 2020 1,576 130 — 1,706 Balance at January 1, 2021 1,576 130 — 1,706 Depreciation 1,255 81 750 2,086 Effect of movements in foreign exchange (76) (9) — (85) Balance at December 31, 2021 2,755 202 750 3,707 Net book value At January 1, 2020 1,472 329 — 1,801 At December 31, 2020 and January 1, 2021 1,284 50 — 1,334 At December 31, 2021 2,933 5,189 16,868 24,990 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The changes in the carrying amount of goodwill and intangible assets for the years ended December 31, 2021 and 2020 were as follows: Goodwill Development Costs Intangibles under Development Customer Relationships Trademarks Physician Networks Licenses Total Other Intangible Assets (Excluding Goodwill) $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Cost Balance at January 1, 2020 61 15,558 28,873 — — — — 44,431 Acquisitions through business combinations 17,771 — — 3,100 3,300 1,500 — 7,900 Additions — 940 43,027 — — — — 43,967 Transfers — 51,932 (51,932) — — — — — Effect of movements in foreign exchange — 632 1,170 — — — — 1,802 Balance at December 31, 2020 17,832 69,062 21,138 3,100 3,300 1,500 — 98,100 Balance at January 1, 2021 17,832 69,062 21,138 3,100 3,300 1,500 — 98,100 Acquisitions through business combinations 75,846 8,550 — 11,600 5,000 3,500 590 29,240 Additions — — 33,999 — — — — 33,999 Transfers — 33,056 (33,056) — — Effect of movements in foreign exchange — (1,312) (213) — — — — (1,525) Balance at December 31, 2021 93,678 109,356 21,868 14,700 8,300 5,000 590 159,814 Amortization and impairment Balance at January 1, 2020 — 680 — — — — — 680 Amortization for the year — 10,157 — 845 83 38 — 11,123 Impairment charge — 6,436 — — — — — 6,436 Effect of movements in foreign exchange — 1,008 — — — — — 1,008 Balance at December 31, 2020 — 18,281 — 845 83 38 — 19,247 Balance at January 1, 2021 — 18,281 — 845 83 38 — 19,247 Amortization for the year — 21,287 — 2,835 3,450 1,025 393 28,990 Impairment charge — 941 — — — — — 941 Effect of movements in foreign exchange — (785) — — — — — (785) Balance at December 31, 2021 — 39,724 — 3,680 3,533 1,063 393 48,393 Net book value At January 1, 2020 61 14,878 28,873 — — — — 43,751 At December 31, 2020 and January 1, 2021 17,832 50,781 21,138 2,255 3,217 1,462 — 78,853 At December 31, 2021 93,678 69,632 21,868 11,020 4,767 3,937 197 111,421 Goodwill of $75.8 million (2020: $17.8 million) has been acquired through business combinations (Note 6). All development costs, including intangibles under development, have been internally generated by the Group. During 2021, $33.1 million (2020: $51.9 million) of intangibles under development were transferred to development costs as these projects were completed. Intangibles under development are tested for impairment at least annually. The total net book value is considered to be the recoverable amount, as this balance is reviewed annually and impaired as necessary (Note 4). All development costs are related to software and artificial intelligence development and there are no distinguishable individually material intangible assets within the capitalized development costs. Following an assessment of the future development of our technology, capitalized development costs were impaired by $0.9 million (2020: $6.4 million) . The impairment recognized in 2020 was primarily the result of the discontinuation of certain features surrounding a proprietary data structure for encounters on our software platform that were deemed to be no longer technologically feasible. Impairment Analysis for CGUs Containing Goodwill and Intangibles Goodwill and other intangibles are subject to impairment testing on an annual basis or whenever events or circumstances indicate that the carrying amount of goodwill may no longer be recoverable. As of October 1, 2021, the date of the Goodwill impairment testing, all of the Goodwill of the Group was allocated to the California IPA CGU. The fair value of the California Independent Physicians Association CGU (“California IPA CGU”, formerly “Fresno CGU”) was determined using a discounted cash flow model, a form of the income approach. The recoverable amount of the California IPA CGU that included these intangible assets was estimated based on the present value of the future cash flows expected to be derived from the California IPA CGU (value in use), using a discount rate of 14.5% and a terminal value growth rate of 3.0% from 2027. The recoverable amount of the California IPA CGU was estimated to be higher than its carrying amount, and as a result there was no impairment related to the California IPA CGU in 2021. The below are factors considered when performing the 2021 sensitivity analysis: Terminal value growth rate : Babylon used a terminal growth value of 3.0% which reflects long-term assumptions of growth. A 2.75% terminal growth rate would have resulted in a reduction to the fair value of the California IPA CGU of $1.3 million, and a 2.5% terminal growth rate would have resulted in a reduction of $3.2 million. |
Investments in Subsidiaries and
Investments in Subsidiaries and Associates | 12 Months Ended |
Dec. 31, 2021 | |
Interest in other entities [Abstract] | |
Investments in Subsidiaries and Associates | Investments in Subsidiaries and Associates The Group and Company have the following investments: Subsidiary Undertakings Country of Incorporation Principal Activity Ownership Ownership Company: Babylon Partners Limited UK Application development 100.0 % 100.0 % Babylon Healthcare Services Limited UK Digital Healthcare services 100.0 % 100.0 % Babylon Rwanda Limited Rwanda Digital Healthcare services 100.0 % 100.0 % Babylon Inc. USA Digital Healthcare services 100.0 % 100.0 % Babylon Health Canada Limited Canada Digital Healthcare services — 100.0 % Babylon Liberty Corp. USA Digital Healthcare services 100.0 % — Babylon Malaysia SDN BHD Malaysia Digital Healthcare services 100.0 % 100.0 % Babylon International Limited UK Digital Healthcare services 100.0 % 100.0 % Babylon Health Ireland Limited Ireland Digital Healthcare services 100.0 % 100.0 % Babylon Singapore PTE Limited Singapore Digital Healthcare services 100.0 % 100.0 % Health Innovators Inc. USA Digital Healthcare services 100.0 % 70.1 % Babylon Acquisition Corp. USA Digital Healthcare services — 100.0 % Babylon Technology LTDA Brazil Digital Healthcare services 100.0 % 100.0 % Higi SH Holdings Inc. USA Digital Healthcare services 100.0 % 19.0 % Group: Babylon Healthcare Inc. USA Digital Healthcare services 100.0 % 100.0 % Babylon Healthcare NJ, PC USA Healthcare services 100.0 % 100.0 % Babylon Healthcare, PLLC USA Healthcare services 100.0 % 100.0 % Babylon Medical Group (formerly Marcus Zachary DO), PC USA Healthcare services 100.0 % 100.0 % California Telemedicine Associates, PC USA Healthcare services 100.0 % 100.0 % Telemedicine Associates, P.C. USA Healthcare services 100.0 % 100.0 % Babylon Healthcare, PC USA Healthcare services 100.0 % 100.0 % Babylon Healthcare NC, PC USA Healthcare services — 100.0 % Babylon Healthcare, PA USA Healthcare services 100.0 % — Meritage Medical Network USA Healthcare services 100.0 % — Meritage Health Ventures, LLC USA Healthcare services 100.0 % — Meritage Health Plan USA Healthcare services 100.0 % — Meritage Management, LLC USA Healthcare services 100.0 % — Higi SH LLC USA Digital Healthcare services 100.0 % 19.0 % Higi Health Holdings LLC USA Digital Healthcare services 100.0 % — Higi SH Canada ULC Canada Digital Healthcare services 100.0 % 19.0 % Higi Health LLC USA Digital Healthcare services 51.0 % — Health Innovators Limited UK Digital Healthcare services 100.0 % 70.1 % DTDHI Health India PVT Ltd India Digital Healthcare services 97.8 % 68.6 % Babylon Acquisition Corp. merged with Higi SH on December 31, 2021, with Higi SH Holdings Inc. being the surviving entity. Professional service corporations As discussed in Note 2, we consolidated certain PCs which are owned, directly or indirectly, and operated by licensed physicians. The following provides summary financial data for the PCs that are included in the Consolidated Financial Statements: As of December 31, 2021 2020 $’000 $’000 Total assets 104,703 35,535 Total liabilities 168,240 42,699 For the Year Ended December 31, 2021 2020 $’000 $’000 Total revenues 154,508 17,436 Cost of care delivery (155,191) (20,175) Sales, general & administrative expenses (55,006) (3,799) |
Trade and Other Receivables, Pr
Trade and Other Receivables, Prepayments and Contract Assets | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Trade and Other Receivables, Prepayments and Contract Assets | Trade and Other Receivables, Prepayments and Contract Assets As of December 31, 2021 2020 $’000 $’000 Trade receivables (Note 8) 8,278 4,674 Other receivables 13,796 8,914 Prepayments 21,516 6,463 Contract assets 4,484 2,378 VAT receivable (payable) 2,045 (63) 50,119 22,366 The Group has assessed its expected credit loss estimate, in line with the requirements of IFRS 9 by taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions. As part of this assessment, the Group has performed a recoverability assessment of its outstanding trade and other receivables at the reporting date and concluded that the expected credit loss as of December 31, 2021 is immaterial (2020: $0.0 million). The table below shows significant changes in contract assets: 2021 2020 $’000 $’000 Balance at January 1 2,378 1,541 Revenues recognized but not billed 3,444 1,511 Amounts reclassified to trade receivable (1,338) (674) Balance at December 31 4,484 2,378 |
Trade and Other Payables, Accru
Trade and Other Payables, Accruals and Provisions | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Trade and Other Payables, Accruals and Provisions | Trade and Other Payables, Accruals and Provisions The components of Trade and other payables and Accruals and provisions are reflected in the table below: As of December 31, 2021 2020 $’000 $’000 Trade payables 17,178 3,739 Accruals 36,366 15,409 Provisions 490 3,227 Taxation and Social Security 4,039 4,006 Employee loans 1,193 — Other 276 — 59,542 26,381 |
Deferred Grant Income
Deferred Grant Income | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Grant Income [Abstract] | |
Deferred Grant Income | Deferred Grant Income The following table is a summary of activity related to deferred grants for the periods presented: $’000 Balance at January 1, 2020 — Grants related to prior years 3,173 Grants received in 2020 4,315 Grant income recognized — Adjustment, net — Balance at December 31, 2020 7,488 Balance at January 1, 2021 7,488 Grants related to prior years — Grants received in 2021 2,769 Grant income recognized (1,959) Adjustment, net 146 Balance at December 31, 2021 8,444 |
Claims Payable
Claims Payable | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Claims Payable | Claims Payable The following table is a summary of claims activity for the periods presented: $’000 Balance at January 1, 2020 — Claims expense 24,146 Claims paid (21,137) Adjustment, net 881 Balance at December 31, 2020 3,890 Balance at January 1, 2021 3,890 Claims expense 216,791 Claims paid (196,053) Adjustment, net — Balance at December 31, 2021 24,628 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents [abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The components of cash and cash equivalents are reflected in the table below: As of December 31, 2021 2020 $’000 $’000 Cash in hand and at banks 262,276 97,757 Short term investment funds — 4,000 Restricted cash 305 — 262,581 101,757 The Group’s short term investment funds are highly liquid, redeemable within 90 days at a known amount of cash and are subject to an insignificant risk of change in value and therefore meet the definition of a cash equivalent. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Presentation of leases for lessee [abstract] | |
Leases | Leases The Group leases several assets which consist of buildings and IT equipment. The Group recognizes right-of-use assets and lease liabilities for its building leases only, as the leases for IT equipment meet the exemption requirements as short-term leases and leases of low-value assets. Therefore, the disclosures below for the Group’s right-of-use assets relate only to buildings. Right-of-use asset $’000 Cost Balance at January 1, 2020 6,501 Additions to right-of-use-assets 2,300 Reclassification to assets held for sale (872) Effect of change in foreign currency 228 Balance at December 31, 2020 8,157 Balance at January 1, 2021 8,157 Additions to right-of-use-assets 11,399 Disposals (4,291) Effect of change in foreign currency (166) Balance at December 31, 2021 15,099 Amortization Balance at January 1, 2020 1,272 Amortization charge for the year 2,430 Reclassification to assets held for sale (243) Effect of change in foreign currency 184 Balance at December 31, 2020 3,643 Balance at January 1, 2021 3,643 Amortization charge for the year 3,929 Disposals (4,291) Effect of change in foreign currency (25) Balance at December 31, 2021 3,256 Net book value Balance at January 1, 2020 5,229 Balance at December 31, 2020 and January 1, 2021 4,514 Balance at December 31, 2021 11,843 Lease liability $’000 Balance at January 1, 2020 3,583 Additions to lease liabilities 2,362 Interest expense on lease liabilities (i) 572 Payments on leases (1,541) Reclassification to liabilities associated with the assets held for sale (607) Effect of change in foreign currency 130 Balance at December 31, 2020 4,499 Balance at January 1, 2021 4,499 Additions to lease liabilities 11,826 Interest expense on lease liabilities (i) 617 Payments on leases (4,156) Reclassification to liabilities associated with the assets held for sale — Effect of change in foreign currency (154) Balance at December 31, 2021 12,632 (i) Interest paid on lease liabilities are presented within cash flows from financing activities. In March 2020, the Group renewed its head office lease to December 2022 with intention to hand in notice and vacate in 2021. As such, a lease modification was applied in 2020 as per IFRS 16 to extend the lease to the intended exit date. The Group entered into a new lease agreement for four floors of a building facility as the head office in London. The commencement date of the lease was in June 2021, with the initial term of the lease being 39 months. The lease provides for an annual rent of $4.9 million after a twelve-month rent-free period following the lease commencement date. When measuring the lease liabilities, the Group discounted lease payments using its incremental borrowing rate. The weighted-average rate applied is 12.0%. The following amounts have been recognized in the Consolidated Statement of Profit and Loss for which the Group is a lessee: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Depreciation expense on right-of-use assets 3,929 2,430 1,272 Interest expense on lease liabilities 617 572 265 Expenses relating to short term leases 2,489 4,756 6,127 Profit and loss impact 7,035 7,758 7,664 The following table provides the undiscounted maturities of lease liabilities: As of December 31, 2021 2020 $’000 $’000 Less than one year 4,595 2,348 One to two years 5,612 684 Two to three years 4,290 598 Three to four years 362 572 Four to five years 371 375 More than five years 705 1,282 Total 15,935 5,859 |
Loans and Borrowings
Loans and Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Borrowing costs [abstract] | |
Loans and Borrowings | Loans and Borrowings As of December 31, 2021 2020 $’000 $’000 Non-current liabilities Loan notes 200,000 — Unamortized fair value adjustment, discount, and debt issuance costs (31,399) — 168,601 — Current liabilities Convertible loan notes — 70,000 Other 185 357 185 70,357 Albacore Original Notes On October 8, 2021, Babylon entered into a note Subscription Agreement (the “Note Subscription Agreement”). The Note Subscription Agreement provided for the issuance of up to $200.0 million in unsecured notes due 2026 (the “Unsecured Notes”) to affiliates of, or funds managed or controlled by, AlbaCore Capital LLP (the “Note Subscribers”). On November 4, 2021 (“Note Closing Date”), Babylon issued the full $200.0 million (“Principal Amount”) of Unsecured Notes under the Note Subscription Agreement at a discount of 95.5% of the Principal Amount. The Unsecured Notes will bear interest accruing on the Principal Amount (which for these purposes shall include any capitalized interest from time to time) at the following rates: (i) 8.00% per annum for the period commencing from (and including) the Note Closing Date to (but excluding) the date falling two years after the Note Closing Date; (ii) 10.00% per annum for the period commencing from (and including) the date falling two years after the Note Closing Date, to (but excluding) the date falling three years after the Note Closing Date; and (iii) 12.00% per annum for the period commencing from (and including) the date falling three years after the Note Closing Date. The applicable interest rate is subject to a step-up margin of 6.5 basis points per annum if Babylon and its subsidiaries do not achieve a target of adding 100,000 Medicaid lives to value-based care contracts by January 1, 2024. Interest is payable on the Unsecured Notes semi-annually on May 4 and November 4 each year, with the first interest payment due on the six-month anniversary of the Note Closing Date on May 4, 2022. At Babylon’s election, up to 50.00% of the interest payable in respect of any interest period may be satisfied by the issuance by Babylon of further Unsecured Notes to be immediately consolidated and form a single series with the outstanding Unsecured Notes. The Unsecured Notes will mature five years from the Note Closing Date on November 4, 2026 (the “Final Maturity Date”). Babylon is required to redeem the Unsecured Notes (unless previously purchased and cancelled or redeemed) on the Final Maturity Date at 100% of the principal amount on such date. Babylon may redeem the Unsecured Notes at any time at a redemption amount (the “Redemption Amount”) equal to: (i) from (and including) the Note Closing Date to (but excluding) the date falling one year after the Note Closing Date, the amount that is the greater of (A) 104.00% of the principal amount (including capitalized interest) and (B) 104.00% of the principal amount (including capitalized interest) plus an interest make whole premium; (ii) from (and including) the date falling one year after the Note Closing Date to (but excluding) the date falling two years after the Note Closing Date, 104.00% of the principal amount (including any capitalized interest); and (iii) on or after the date falling two years after the Closing Date and until (but not including or after) the Final Maturity Date, 107.00% of the principal amount (including any capitalized interest). Each holder of Unsecured Notes (each a “Noteholder”) has the option to require Babylon to redeem the Unsecured Notes held by such Noteholder at the Redemption Amount upon specified change of control events. The terms of the Unsecured Notes include covenants, which covenants are subject to certain limitations and exceptions, limiting the ability of Babylon and its subsidiaries to, among other things: incur additional debt; pay or declare dividends or distributions on Babylon’s share capital; repay or distribute any share premium reserve or redeem, repurchase or retire its share capital; incur or allow to remain outstanding guarantees; make certain joint venture investments; enter into finance or capital lease contracts; create liens on Babylon’s or its subsidiaries’ assets; enter into sale and leaseback transactions; pay management and advisory fees outside the ordinary course of business; acquire a company or any shares or securities or a business or undertaking; merge or consolidate with another company; borrow or receive investments from certain shareholders other than through Babylon; and sell, lease, transfer or otherwise dispose of assets. The terms of the Unsecured Notes also include customary events of default. On the Note Closing Date, Babylon issued warrants to subscribe for an aggregate of 1,757,499 Class A ordinary shares (the “AlbaCore Warrants”) to the Note Subscribers on a pro rata basis by reference to the relevant proportion of the Principal Amount of Unsecured Notes subscribed for by each Note Subscriber. The AlbaCore Warrants confer the right to subscribe for up to 1,757,499 Class A ordinary shares exercisable on certain agreed upon exercise events, subject to: (i) Babylon’s right to elect to redeem the AlbaCore Warrants in whole or in part in cash upon an exercise event; (ii) an agreed adjustment formula to reduce the number of Class A Ordinary Shares to be issued upon exercise of the AlbaCore Warrants in certain circumstances linked to Babylon’s trading performance; and (iii) customary adjustments for certain share capital reorganizations (such as share splits and consolidations). We capitalized debt issuance costs of $3.4 million in connection with the issuance of the Unsecured Notes. Please refer to Note 29 for additional discussion surrounding the Albacore Warrants. Albacore Additional Notes and Warrants On December 23, 2021, Babylon entered into an additional note subscription agreement (the “Second Note Subscription Agreement”) providing for the issue of not less than $75 million and not more than $100 million additional Unsecured Notes (the “Additional Notes”) to AlbaCore Partners III Investment Holdings Designated Activity Company, and any new note subscribers that are affiliates of, or funds managed or controlled by, AlbaCore Capital LLP and that adhere to the Second Note Subscription Agreement (the “Second Note Subscribers”). The closing of the issue of the Additional Notes under the Second Note Subscription Agreement, for the principal amount of between $75 million to $100 million, is anticipated to occur on March 31, 2022 (the “Second Closing Date”). The terms and conditions of the Additional Notes are the same as the terms of the original Unsecured Notes, with the exception that the Additional Notes will be issued at 100% of their principal amount. At Babylon’s election, up to 50.00% of the interest payable in respect of any interest period may be satisfied by the issuance by Babylon of further Unsecured Notes to be immediately consolidated and form a single series with the outstanding Unsecured Notes. On the Second Closing Date, Babylon will issue AlbaCore Warrants to subscribe for an aggregate of 878,750 additional Class A ordinary shares to the Second Note Subscribers. Upon an exercise event, the AlbaCore Warrants are exercisable in full and not in part only. Upon any exercise event Babylon has a right to elect to satisfy the subscription entitlement in respect of the AlbaCore Warrants by issuing Class A ordinary shares, by making a redemption payment in cash, or by a combination of both (in such proportions as Babylon may in its absolute discretion determine). The cash redemption payment per Note Warrant shall be determined by reference to the closing price for the Class A ordinary shares on such date as is specified in the Amended and Restated Warrant Instrument in respect of each exercise event, provided that if the closing price is in excess of $15.00 per Class A ordinary share (subject to customary adjustments), the cash redemption payment shall be capped at $15.00 per Note Warrant. Where Babylon elects upon exercise of the AlbaCore Warrants to issue Class A ordinary shares in satisfaction in whole or in part of the subscription entitlement under the AlbaCore Warrants, Babylon is required to issue one Class A ordinary share credited as fully paid and free from all encumbrances (except as set out in Babylon’s memorandum and articles of association from time to time) per AlbaCore Warrant held, subject to a proportionate downwards adjustment to the number of Class A ordinary shares to be issued per AlbaCore Warrant where the closing price of the Class A ordinary shares on such date as is specified in the Amended and Restated Warrant Instrument in respect of each exercise event is in excess of $15.00 per Class A ordinary share. VNV Loan and Unsecured Bonds On July 15, 2021, Babylon Holdings entered into a loan agreement with VNV Group for $15.0 million (“VNV Loan”). The interest rate on the loan was 14%. On August 18, 2021, the Group issued $50.0 million in unsecured bonds at a discount of 4.0% (“Unsecured Bonds”), including the non-cash conversion of $8.0 million in borrowings under the VNV Loan agreement into Unsecured Bonds. The interest rate on the loan is 10%, with interest payable quarterly. The proceeds from the Unsecured Bonds can be used for general corporate purposes. The Company utilized proceeds of $7.2 million from the Unsecured Bonds to settle the remainder of the VNV Loan principal and interest. Cash proceeds from the bond issuance, net of discounts, repayments of borrowings, and transaction expenses totaled $32.1 million. The Unsecured Bonds had a one-year term and were redeemable by Babylon Holdings at any time. The Unsecured Bonds were repaid in full following the closing of the Merger. Convertible Loan Note Agreements On November 12, 2020, the Group executed a Convertible Loan Note agreement (“CLN” or “Loan Notes”) with a borrowing capacity of up to $200.0 million, under which $30.0 million Tranche 1 Notes and $70.0 million Tranche 2 Notes were issued to Global Health Equity (Cyprus) Ltd (“GHE” or the “Noteholder” or the “Lender”) in November and December 2020. GHE is part of the VNV Global group. VNV Global has a pre-existing equity interest in Babylon. The notes had a nominal value of $1. Tranche 1 Notes Tranche 1 Notes of $30.0 million were issued to GHE on November 12, 2020. Interest accrues at a fixed non-compounding rate of 11% per annum from the date of issuance to redemption or conversion. These notes were subsequently converted into Series C Preferred Shares after the issuance of the Tranche 2 Notes and shareholder approval of the conversion feature. Tranche 2 Notes Tranche 2 Notes of $70.0 million were issued on December 16, 2020 and are not interest bearing. The Tranche 2 Notes are exchangeable into a variable number of Series C Preferred Shares upon the earlier of the occurrence of certain events or June 30, 2021. These notes were subsequently converted into Series C Preferred Shares after shareholder approval of the conversion feature. As the Tranche 2 Notes fail the definition of equity, the Group considered whether the conversion feature in the Tranche 2 Notes is a non-closely related embedded derivative which would require separation from the debt host contract and to be accounted for separately as a standalone derivative at fair value through profit or loss (“FVTPL”). It has been determined that the Tranche 2 Notes represent a hybrid instrument containing a debt host debt contract and a non-closely related embedded derivative for the conversion feature. The debt host contract is measured at amortized cost using the effective interest rate (“EIR”) method. The fair value of the embedded derivative and transaction costs associated with issuance of the instrument are not material. On June 30, 2021, the $70.0 million Tranche 2 notes were converted into 41,012,358 “C” preference shares. Changes in Loans and Borrowings from Financing Activities Albacore Notes VNV Loan Notes Unsecured Bonds Convertible Loan Notes Other Loans and Borrowings Total Loans and Borrowings $’000 $’000 $’000 $’000 $’000 $’000 Balance at January 1, 2020 — — — — — — Changes from financing cash flows Proceeds from issuance of notes and warrants — — — 100,000 357 100,357 Total changes from financing cash flows — — — 100,000 357 100,357 Other changes Convertible loan notes converted — — — (30,000) — (30,000) Total other changes — — — (30,000) — (30,000) Balance at December 31, 2020 — — — 70,000 357 70,357 Balance at January 1, 2021 — — — 70,000 357 70,357 Changes from financing cash flows Proceeds from issuance of notes and warrants 191,000 15,000 64,563 — — 270,563 Payment of debt issuance costs (3,429) — (1,375) — — (4,804) Repayment of cash loan — (7,000) (75,000) — — (82,000) Total changes from financing cash flows 187,571 8,000 (11,812) — — 183,759 Other changes Fair value of warrants issued (16,930) — — — — (16,930) Unpaid debt issuance costs (2,801) — (171) — — (2,972) Amortization of fair value adjustment, discount, and debt issuance costs 761 — 3,983 — — 4,744 Convertible loan notes converted — — — (70,000) — (70,000) Non-cash conversion of loan notes to bonds — (8,000) 8,000 — — — Other loans and borrowings activity, net — — — — (172) (172) Total other changes (18,970) (8,000) 11,812 (70,000) (172) (85,330) Balance at December 31, 2021 168,601 — — — 185 168,786 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of information about defined benefit plans [abstract] | |
Employee Benefits | Employee Benefits Pension Plans The Group operates a defined contribution plan, under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. During fiscal year 2021, the Group paid fixed contributions totaling $6.3 million (2020: $5.2 million, 2019: $3.1 million). Equity Incentive Plans Immediately prior to the closing of the Merger referred to in Note 5, we effected a reclassification (referred to below as the “Reclassification”) whereby all outstanding shares of Babylon, including the various options previously granted under the below plans, were reclassified to Class A ordinary shares or Class B ordinary shares, subject to a conversion ratio of approximately 0.3 (the “Conversion Ratio”). The description of activity in the narratives and tables below have been adjusted to reflect the Reclassification. On July 27, 2015, the Board of Directors adopted the Babylon Holdings Limited Long Term Incentive Plan (the “LTIP”). Options granted under the LTIP were originally granted over Company’s Class B Shares. Following the Reclassification, the options subsist over Class A ordinary shares. On February 21, 2021, the Board of Directors adopted the Company Share Option Plan (“CSOP”) and was intended to qualify as a company share option plan that meet certain requirements under the Income Tax Act of 2003. The options granted under the CSOP are, subject to certain qualifying conditions being met, potentially U.K. tax-favored options. In March 2021, the Company made an offer to all existing UK participants in the LTIP to convert their LTIP share options into the CSOP or into restricted stock awards (“RSAs”). All employees who elected to have their LTIP option converted to a new CSOP or RSA had their existing LTIP options forfeited and were granted an increased number of share options in line with the increased exercise price under the CSOP and RSA plans resulting in an equivalent economic value as compared to the grantee’s original award. There were no changes made to other terms, including vesting conditions or the period the original share options were granted. For the participants who accepted the offer to transfer their LTIP awards into RSAs, a total of 4,265,770 LTIP options were cancelled and replaced with 5,046,059 RSAs during the year ending December 31, 2021. For the participants who accepted the offer to transfer their awards into CSOP options, a total of 6,660,027 LTIP options were cancelled and replaced with 7,726,002 CSOP options during year ending December 31, 2021. On October 21, 2021, the shareholders approved the Babylon Holdings Limited 2021 Equity Incentive Plan, including the Non-Employee Sub-Plan (collectively, the “2021 Plan”). The 2021 Plan authorizes (a) the issuance of 13,700,125 Class A ordinary shares plus, (b) unless a lesser amount is approved by the Board prior to January 1st of a given year, an automatic increase on January 1st of each year, commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 5% of the total number of Class A ordinary shares outstanding on December 31st of the preceding calendar year, and (c) all or any part of an option or options to acquire unissued shares granted under the prior plans (the LTIP or CSOP described above) shall become available for award granted under the 2021 Plan subject to a maximum of 7,223,177 shares. Upon approval of the 2021 Plan, the LTIP and CSOP were no longer available for future awards. The 2021 Plan provides for the grant of options, share appreciation rights (“SARs”), RSAs, restricted share units (“RSUs”), and other share-based awards. Share-based Payments The Group issues equity settled share-based payments to employees of the Group and advisors, whereby services are rendered in exchange for rights over shares in the Group. Employees of all Group companies participate within this scheme through a variety of plans described above. Under these plans, options are granted to employees at the start of their employment and typically expire between 10 to 15 years. Generally, upon completion of the first year of employment, 25.0% of options will vest, and the remainder will vest monthly over the next three years. In certain circumstances, additional options are granted to employees to recognize performance. Such options vest in the same manner as those granted on joining. Share-based compensation expense is recognized using the graded vesting method. Share-based payments are recognized as expense for RSUs, RSAs and options, net of forfeitures, as follows: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Total share-based compensation expense 46,307 9,557 7,966 Restricted Stock Awards The Company recorded share-based compensation expense related to RSAs of $3.6 million during the year ended December 31, 2021. As of December 31, 2021, the unrecognized compensation cost related to unvested RSAs is $1.3 million, which is expected to be recognized over the next one Restricted Stock Units The following table displays RSU activity and weighted average grant date fair values for the year ended December 31, 2021: RSUs Weighted Average Grant Date Fair Value Per RSU (1) Balance at January 1, 2021 — $ — Granted 6,997,284 $ 6.23 Vested and issued — $ — Forfeited — $ — Balance at December 31, 2021 6,997,284 $ 6.23 Vested and unissued at December 31, 2021 1,760,363 $ 6.23 Unvested at December 31, 2021 5,236,921 $ 6.23 (1) The calculation of weighted average grant date fair value excludes RSUs issued to Higi employees further discussed below. In connection with the acquisition of Higi described in Note 6, Babylon exchanged vested and unvested options held by employees of Higi for 1,980,000 RSUs of Babylon to be issued from the 2021 Plan, which are included in amounts granted in the table above. Of the RSUs issued to Higi under the Second Amended and Restated Agreement and Plan of Merger, 1,167,669 RSUs awarded to the former Higi employees were vested upon grant date in exchange for the surrender of vested Higi awards upon exercise of the option to acquire the remaining non-controlling interests. The vesting conditions associated with the unvested RSUs issued to the former Higi employees reflect the vesting of the original Higi equity award. The transaction was accounted for under IFRS 2 for replacement awards and the Company will recognized the compensatory portion of the award over the service period of the unvested RSUs issued to Higi employees. As of December 31, 2021, the unrecognized compensation cost associated with the 812,331 remaining unvested RSUs is $5.4 million, which is expected to be recognized over a weighted average period of 1.3 years. The Company recorded share-based compensation expense related to RSUs of $6.5 million during the year ended December 31, 2021. There were no RSUs granted prior to 2021. As of December 31, 2021 , the Company had $24.4 million in unrecognized compensation cost related to unvested RSUs unrelated to the acquisition of Higi described above, which is expected to be recognized over a weighted average period of 3.4 years . Options Options have been granted under the LTIP and CSOP described above. The fair value of each employee and non-employee stock option award was estimated on the date of grant for each option using the Black-Scholes option pricing model yielding a weighted average fair value of $7.79 for options granted during the year ended December 31, 2021. The key assumptions used for options granted during the year ended December 31, 2021, were as follows: Fair value of underlying stock $2.97 - $9.20 Volatility 63.4% - 70.0% Risk-free interest rate 0.12% - 1.68% Dividend yield 0% - 0% Expected term (in years) 10.00 - 14.50 The number and weighted average exercise price of share options for the Group are as follows: 2021 2020 2019 Weighted average exercise price Number of options Weighted average exercise price Number of options Weighted average exercise price Number of options $ $ $ Outstanding at the beginning of the year 0.02 21,107,487 — 20,120,425 — 19,666,539 Granted during the year 3.67 8,155,289 0.11 4,109,243 — 2,786,856 Forfeited / canceled during the year 0.18 (6,204,471) 0.04 (3,122,181) — (2,332,970) Exercised during the year 1.42 (162,040) — — — — Outstanding at the end of the year 1.47 22,896,265 0.02 21,107,487 — 20,120,425 Exercisable at the end of the year 1.54 19,105,908 0.01 16,461,945 — 11,817,828 As of December 31, 2021, the outstanding options had remaining contractual terms ranging from 6.9 - 15.0 years. Restricted Growth Shares In February 2021, the Board approved a grant of 10,150,368 of Class G Shares to three employees (“Growth Shares”), with a subscription price of $0.03 per share. The Growth Shares had vesting terms of one year from the grantee's date of hire. The Growth Shares allowed the grantee to benefit from the difference between the value of the number of Growth Shares awarded and the benchmark valuation. The Growth Shares included a conversion feature to convert into the Company’s Class A ordinary shares upon an exit event, which included a business merger, an initial public offering, or certain other events (collectively referred to as an “Exit Event”). The Growth Shares were redeemable at the sole discretion of the Company at $0.00001227 or at some other amount at the discretion of the Board of Directors prior to an Exit Event upon cessation of employment. Using a Monte Carlo simulation, the Group calculated the grant date fair value of $9.7 million for the Growth Shares , all of which was recognized during the year ended December 31, 2021 |
Capital and Reserves
Capital and Reserves | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [abstract] | |
Capital and Reserves | Capital and Reserves Capital and Reserves Following the Merger As outlined in Note 5, the Consolidated Financial Statements are prepared as a continuation of the financial statements of Babylon Holdings Limited, which have been adjusted to reflect the conversion of historical Ordinary A Shares, Ordinary B Shares, and Series C shares into Class A and Class B ordinary shares following the listing on the New York Stock Exchange, as well as the application of the Conversion Ratio. The share capital of Babylon Holdings Limited immediately following the closing of the transaction is as follows: In thousands of shares Number of Shares Share Capital Description Class A ordinary shares 295,589 12 Issuance to Babylon Shareholders Class A ordinary shares 22,400 1 Issuance to PIPE Investors Class A ordinary shares 12,268 — Issuance to SPAC Investors and Shareholders 330,257 13 Class B ordinary shares 79,638 3 Issuance to Babylon Shareholders 409,895 16 Each Class A and Class B ordinary share has a par value of $0.0000422573245084686. The following tables display the number of shares of Babylon Holdings Limited prior and following the Merger: Class A Ordinary Shares Class B Ordinary Shares Ordinary A Shares Ordinary B Shares Preference C Shares Ordinary Redeemable G1 Shares In thousands of shares 2021 2021 2021 2021 2021 2021 Authorized 6,500,000 3,100,000 10,000,000 11,000,000 10,000,000 50,000 On issue at January 1, 2021 — — 135,136 664,605 252,065 — Issued during the year prior to Merger — — — 17,206 41,012 10,150 Conversion into Class A and B Shares 330,257 79,638 (135,136) (681,811) (293,077) (10,150) Issued following the Merger 3,668 — — — — — On issue at December 31, 2021—fully paid 333,925 79,638 — — — — Share Rights Each Class A ordinary share will have the right to exercise one vote at any general meeting of the shareholders of the Company, to participate pro rata in all dividends declared by the Company, and the rights in the event of the Company’s dissolution. Each Class B ordinary share will have the same economic terms as the Babylon Class A ordinary shares except for the Class B ordinary shares will have 15 votes per share. There were 100,000 Deferred Shares with a par value of $0.00004, which are non-voting shares and did not convey upon the holder the right to be paid a dividend or notice to attend, vote or speak at a shareholder meeting. No Deferred Shares have been issued. Capital & Reserves Prior to the Merger During the year ended December 31, 2021, $70.0 million Loan Notes were converted into 41,012,358 “C” preference shares. These shares had a fixed for fixed conversion feature and are therefore accounted for as equity investments. During the year ended December 31, 2020, the Group issued 24,796,225 $0.00001277 “C” preference shares for a consideration of $42.1 million. $30.0 million Loan Notes were converted into 17,708,792 shares related to the principle and $0.2 million Loan Notes were converted to 111,239 shares related to interest. The Loan Notes that were converted into our “C” preference shares had a fixed conversion feature and are therefore accounted for as equity investments. The remaining 6,976,194 shares were settled in cash for a consideration of $11.9 million. Tranche 1 Notes On November 12, 2020 Tranche 1 Notes of $30.0 million were issued to GHE and paid to Babylon in two parts of $15.0 million on November 16, 2020 and December 2, 2020. The Tranche 1 Notes accrue interest of 11% per year and shareholder approval is required for the Tranche 1 Notes to be convertible into a fixed number of Series C Preferred Shares at a price of US $1.706802577 per share within six months of the first issuance date. The conversion of the Tranche 1 Notes was approved by shareholders on December 16, 2020. Subsequent to this conversion approval, the principal of the Tranche 1 Notes was reclassified from being recognized as a financial liability to be classified as equity. No material gain or loss was recognized on conversion. The share capital in relation to the Series C Preferred Shares issued on conversion was recorded at the nominal value of the shares issued. Tranche 2 Notes Tranche 2 Notes of $70.0 million were issued on December 16, 2020 and are not interest bearing. The Tranche 2 Notes are exchangeable into a variable number of Series C Preferred Shares upon the earlier of the occurrence of certain events or June 30, 2021. Tranche 2 Notes converted to equity on June 30, 2021. The principal of the Tranche 2 Notes was reclassified from being recognized as a financial liability to be classified as equity. No material gain or loss was recognized on conversion. The share capital in relation to the Series C Preferred Shares issued on conversion was recorded at the nominal value of the shares issued. All shares issued rank pari-passu aside from the following: • the A Ordinary Shares in issue at any time shall (as a separate class) carry fifty per cent (50.0%) of the total voting rights of the Shares; and • the B Ordinary Shares and the Series C Preferred Shares in issue at any time shall (as if the B Ordinary Shares and the Series C Preferred Shares constituted one and the same class) carry fifty per cent (50.0%) of the total voting rights of the Shares; • the Holders of a majority of the A Ordinary Shares shall have the right from time to time to appoint such number of persons to be Directors of each Group Company equal to the number of Directors which the Holders of B Ordinary Shares and Series C Preferred Shares are entitled to appoint (in aggregate) plus one additional Director; and in each case to remove from office any persons appointed and to appoint another person in his or her place • The Series C Largest Shareholder shall have the right from time to time to appoint one person to be a Director and to remove from office any person so appointed and to appoint another person in his or her place. • For so long as a holder of B Ordinary Shares or Series C Preferred Shares is also a Qualifying Stakeholder, each such Qualifying Stakeholder shall have the right from time to time to appoint one person to be a Director for each whole Qualifying Stake held by them and to remove from office any person so appointed and to appoint another person in his or her place. • G1 Ordinary Redeemable Shares do not have the right to vote, nor to receive dividends, and have capital rights to convert into Ordinary B Shares in connection with an exit event. G1 Ordinary Redeemable shares are redeemable at the sole discretion of the Company. On any return of capital on liquidation, the assets of the Group available for distribution shall be distributed: a) first, in paying to each of the Series C Preferred Shareholders, in priority to any other classes of Shares, an amount per Series C Preferred Share held equal to the Preference Amount b) second, in paying to the 2016/2017 Subscribers pro rata to their respective holdings of Hoxton Shares and Kinnevik Shares an amount equal to the Hurdle Amount; and c) the balance of the surplus assets (if any) shall be distributed among the holders of the A Ordinary Shares and the B Ordinary Shares pro rata as if they constituted one and the same class. Foreign Currency Translation Reserve Exchange differences arising on translation of the foreign controlled entities are recognized in other comprehensive loss and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. Other Comprehensive Income (“OCI”) Accumulated in Reserves, Net of Tax 2021 2020 2019 $’000 $’000 $’000 January 1, 1,675 (1,904) 7,789 Foreign operations – foreign currency translation differences (1,702) 3,579 (9,693) December 31, (27) 1,675 (1,904) Retained Earnings The retained earnings account represents retained profits or losses less amounts distributed to shareholders. Share-based Payment Reserve |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability [Abstract] | |
Warrant Liability | Warrant Liability The Company’s warrants are classified and accounted for as liabilities at fair value, with changes if fair value recorded in the Consolidated Statement of Profit and Loss. The following table displays the number of warrants in issue as of December 31, 2021: (In thousands) Tradeable Non-tradeable Total No. of warrants No. of warrants No. of warrants In issue at January 1, 2021 — — — Issuance of Alkuri Warrants on October 21, 2021 8,625 5,933 14,558 Issuance of AlbaCore Warrants on November 4, 2021 — 1,758 1,758 In issue at December 31, 2021 8,625 7,691 16,316 Alkuri Warrants As of December 31, 2021 there were 14,558,333 Alkuri Warrants outstanding related to the Merger. The warrants entitle the holder to purchase one Class A ordinary share of Babylon Holdings Limited at an exercise price of $11.50 per share. Until warrant holders acquire the Company’s ordinary shares upon exercise of such warrants, they have no rights with respect to the Company’s ordinary shares. The warrants expire on October 21, 2026, or earlier upon redemption or liquidation in accordance with their terms. The initial fair value of the Alkuri Warrants on the date of issuance was determined by using the prevailing market price for warrants that are trading on the NYSE under the ticker BBLN.W. The market price per tradeable warrant as at October 22, 2021 was $2.13. AlbaCore Warrants As of December 31, 2021 there were 1,757,499 AlbaCore Warrants outstanding. The warrants entitle the holder to purchase one ordinary share of Babylon Holdings Limited at subscription price of $0.00004 per share. Until warrant holders acquire the Company’s Class A ordinary shares upon exercise of such warrants, they have no rights with respect to the Company’s ordinary shares. The warrants expire on November 4, 2026, or earlier upon redemption or liquidation in accordance with their terms. The initial fair value of the AlbaCore Warrants on the date of issuance was determined utilizing a price per warrant of $9.63, which has been derived using a Monte Carlo simulation. Changes in Warrant Liability The fair value of the Alkuri Warrants is determined by using the prevailing market price for warrants that are trading on the NYSE under the ticker BBLN.W. The market price per tradeable warrant as at December 31, 2021 was $0.68. The fair value of the AlbaCore Warrants is determined utilizing a price per warrant of $5.82, which has been derived using a Monte Carlo simulation. See reconciliation of fair values below: Tradeable (Level 1) Non-tradeable (Level 2) Non-tradeable (Level 3) Total $’000 $’000 $’000 $’000 Balance at December 31, 2019 — — — — Balance at December 31, 2020 — — — — Fair value of Alkuri Warrants upon issuance 18,371 12,638 — 31,009 Fair value of AlbaCore Warrants upon issuance — — 16,930 16,930 Change in fair value of warrant liabilities (12,506) (8,603) (6,702) (27,811) Balance at December 31, 2021 5,865 4,035 10,228 20,128 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of transactions between related parties [abstract] | |
Related Parties | Related Parties Transactions with Key Management Personnel During 2021, the remuneration of directors and other key management personnel - including company pension contributions made to money purchase schemes on their behalf - amounted to $6.5 million (2020: $1.0 million, 2019: $0.9 million). The remuneration of the highest paid key manager was $2.2 million (2020: $0.3 million, 2019: $0.3 million). These remuneration costs are recorded as an operating expense in Sales, general & administrative expenses. For the year ended December 31, 2021, share-based compensation expense related to key management personnel was $32.1 million (2020: $0.0 million, 2019: $0.1 million). Directors’ remuneration is borne by the Company’s subsidiary, Babylon Partners Limited. ALP Note On June 3, 2020, in connection with our initial investment in Higi, ALP Partners Limited (“ALP”), as lender, entered into a promissory note with Higi, as borrower, in which Higi promised to pay ALP an aggregate principal sum of $5.0 million (the “ALP Note”). On December 7, 2021, we exercised our option to acquire the remaining equity interest in Higi pursuant to the Higi Acquisition Agreement. The closing of this acquisition occurred on December 31, 2021. The exercise price of the option to acquire the remaining Higi equity stake included the payment of $5.4 million at the closing to satisfy the principal and interest payable by a subsidiary of Higi pursuant to the ALP Note. Refer to Note 6. PIPE Transaction |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments and Risk Management [Abstract] | |
Financial Instruments and Risk Management | Financial Instruments and Risk Management The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; • Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and • Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. There were no transfers between fair value levels during the year. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Fair Value Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Tradeable Alkuri Warrants 5,865 — — 5,865 Non-tradeable Alkuri Warrants — 4,035 — 4,035 AlbaCore Warrants — — 10,228 10,228 5,865 4,035 10,228 20,128 The tradeable Alkuri Warrants were valued using the instrument’s publicly listed trading price as of the date of the Consolidated Statement of Financial Position, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. As the non-tradeable Alkuri Warrants have identical terms as the tradeable Alkuri Warrants, the non-tradeable Alkuri Warrants were valued using the tradeable Alkuri Warrants’ publicly listed trading price, which is considered to be a Level 2 fair value measurement due to the use of an observable market quote from a similar instrument in an active market. The AlbaCore Warrants were valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the AlbaCore Warrants is the expected volatility of our ordinary shares. The expected volatility of the Company’s ordinary shares was determined using peer group companies. Due to the nominal exercise price of the AlbaCore Warrants, changes in volatility would not result in a material change in the fair value of the warrants. The key inputs into the Monte Carlo simulation model for the AlbaCore Warrants were as follows: As of As of November 4, 2021 December 31, 2021 Underlying stock price (USD) $ 9.66 $ 5.83 Exercise price (USD) $ 0.00004 $ 0.00004 Volatility 66.7 % 71.6 % Remaining term (years) 5.00 4.85 Risk-free rate 1.09 % 1.23 % 31.1 Financial Risk Management The Group’s activities are exposed to various financial risks: credit risk, liquidity risk and currency risk in cash flows. The Group’s global risk management program focuses on uncertainty in the financial markets and aims to minimize the potential adverse effects on the Group’s profits. The Group may use derivatives to mitigate certain risks. The Group’s financial department controls the management of liquidity risk and currency risk in accordance with the Group’s policies. This department centrally identifies, evaluates and makes decisions whether to hedge financial risks to which the Group is exposed. 31.1 Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers and investments in debt securities. Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. Bank Balances The Group seeks to limit its credit risk with respect to banks by only dealing with reputable banks. Additionally, the Group holds bank accounts in the countries in which subsidiaries operate from. The maximum amount of the Group’s credit risk exposure is the carrying amounts of cash and cash equivalents, trades receivable and loans with banks and financial institutions. The Group attempts to mitigate such exposure to its cash by investing only in financial institutions with investment grade credit ratings or secured investments. The Group does not have significant exposure to credit risk at December 31, 2021 for any financial instruments. Trade Receivables and Contract Assets The Group has a diverse customer base geographically and by industry. The responsibility for customer credit risk management rests with management. The Group seeks to limit its credit risk with respect to customers by implementing due diligence procedures on all customers. Payment terms vary and are set in accordance with practices in the different geographies and end-markets served. Credit limits are typically established based on internal or external rating criteria, which take into account such factors as the financial condition of the customers, their credit history and the risk associated with their industry segment. More than 50% of the Group’s customers are repeat customers, and none of these customers’ balances have been written off or are credit-impaired at the reporting date. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are a business or end-user customer, their geographic location, industry, trading history with the Group and existence of previous financial difficulties. The Group receives cash payment for large contracts up front in some instances, in addition to contracting with government funded entities which subsequently carries lower risks. The Group applies the simplified approach under IFRS 9 and has calculated expected credit losses based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions and concluded that no expected credit loss provision is required as of December 31, 2021 (2020: $0.0 million). 31.2 Liquidity Risk Liquidity risk relates to the Group’s ability to meet its cash flow requirements. The Group has a prudent policy to cover its liquidity risks which is focused on having sufficient cash and cash equivalents available. 31.3 Currency Risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group operates internationally, and it is exposed to fluctuations in exchange rates. The currency risk arises from future commercial transactions, recognized assets and liabilities and net investments abroad. The Group’s policy to manage risk is to initially mitigate the risk using natural hedges (offsetting of receivables and payables) in addition to implementing investment procedures. Several of the Group’s companies operate in foreign countries and therefore, their net assets are exposed to the risk associated with translating foreign currencies. The Group has applied the following significant exchange rates: Average Rate Year-end spot rate United States Dollar 2021 2020 2019 2021 2020 2019 GBP 0.7277 0.7760 0.7835 0.7409 0.7321 0.7618 CAD 1.2536 1.3433 1.3251 1.2725 1.2750 1.3033 RWF 1,003.4066 959.1820 914.2488 1,037.6458 988.0837 947.0750 SGD 1.3427 1.3789 1.3111 1.3496 1.3224 1.3456 INR 73.7902 74.0038 N/A 74.3047 73.2901 N/A The net impact from the fluctuation of operational foreign exchange rates amounted to $(1.7) million (2020: $3.6 million, 2019: $(9.7) million). Sensitivity Analysis The Group only has significant exposure to movement of the sterling (“GBP”) against the United States dollar (“USD”). A reasonably possible strengthening/weakening of the GPB against the United States dollar (“USD”) at December 31, 2021, December 31, 2020, and December 31, 2019 would have affected the measurement of financial instruments denominated in a foreign currency. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The fluctuation seen primarily relates to the impacts of Brexit and COVID-19 over the last two years but is expected to stabilize moving forward. Profit or loss Strengthening Weakening $’000 $’000 December 31, 2021 GBP (5.0% movement) (373,578) (371,938) December 31, 2020 GBP (5.0% movement) (184,067) (184,416) December 31, 2019 GBP (5.0% movement) (156,489) (150,290) Equity, net of tax Strengthening Weakening $’000 $’000 December 31, 2021 GBP (5.0% movement) (168,522) (168,930) December 31, 2020 GBP (5.0% movement) (48,743) (48,394) December 31, 2019 GBP (5.0% movement) (175,371) (173,872) 31.5 Interest Rate Risk The interest rate risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of changes in market interest rates. The Group does not have any borrowings at floating interest rates that would expose the Group to cash flow interest rate risk. 31.6 Capital Management The Group is currently loss-making and in the development and growth phase of its value-based care business model. Consequently there is an ongoing need for capital to fund the business and its continued growth. These capital requirements are currently met primarily from a mixture of equity capital raised from investors and debt capital borrowed from lenders. Capital management is focused on having sufficient financial resources to execute the Group's business plan with additional capital being raised when required. |
Financial Instruments and Risk Management | Financial Instruments and Risk Management The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; • Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and • Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. There were no transfers between fair value levels during the year. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Fair Value Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Tradeable Alkuri Warrants 5,865 — — 5,865 Non-tradeable Alkuri Warrants — 4,035 — 4,035 AlbaCore Warrants — — 10,228 10,228 5,865 4,035 10,228 20,128 The tradeable Alkuri Warrants were valued using the instrument’s publicly listed trading price as of the date of the Consolidated Statement of Financial Position, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. As the non-tradeable Alkuri Warrants have identical terms as the tradeable Alkuri Warrants, the non-tradeable Alkuri Warrants were valued using the tradeable Alkuri Warrants’ publicly listed trading price, which is considered to be a Level 2 fair value measurement due to the use of an observable market quote from a similar instrument in an active market. The AlbaCore Warrants were valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the AlbaCore Warrants is the expected volatility of our ordinary shares. The expected volatility of the Company’s ordinary shares was determined using peer group companies. Due to the nominal exercise price of the AlbaCore Warrants, changes in volatility would not result in a material change in the fair value of the warrants. The key inputs into the Monte Carlo simulation model for the AlbaCore Warrants were as follows: As of As of November 4, 2021 December 31, 2021 Underlying stock price (USD) $ 9.66 $ 5.83 Exercise price (USD) $ 0.00004 $ 0.00004 Volatility 66.7 % 71.6 % Remaining term (years) 5.00 4.85 Risk-free rate 1.09 % 1.23 % 31.1 Financial Risk Management The Group’s activities are exposed to various financial risks: credit risk, liquidity risk and currency risk in cash flows. The Group’s global risk management program focuses on uncertainty in the financial markets and aims to minimize the potential adverse effects on the Group’s profits. The Group may use derivatives to mitigate certain risks. The Group’s financial department controls the management of liquidity risk and currency risk in accordance with the Group’s policies. This department centrally identifies, evaluates and makes decisions whether to hedge financial risks to which the Group is exposed. 31.1 Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers and investments in debt securities. Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. Bank Balances The Group seeks to limit its credit risk with respect to banks by only dealing with reputable banks. Additionally, the Group holds bank accounts in the countries in which subsidiaries operate from. The maximum amount of the Group’s credit risk exposure is the carrying amounts of cash and cash equivalents, trades receivable and loans with banks and financial institutions. The Group attempts to mitigate such exposure to its cash by investing only in financial institutions with investment grade credit ratings or secured investments. The Group does not have significant exposure to credit risk at December 31, 2021 for any financial instruments. Trade Receivables and Contract Assets The Group has a diverse customer base geographically and by industry. The responsibility for customer credit risk management rests with management. The Group seeks to limit its credit risk with respect to customers by implementing due diligence procedures on all customers. Payment terms vary and are set in accordance with practices in the different geographies and end-markets served. Credit limits are typically established based on internal or external rating criteria, which take into account such factors as the financial condition of the customers, their credit history and the risk associated with their industry segment. More than 50% of the Group’s customers are repeat customers, and none of these customers’ balances have been written off or are credit-impaired at the reporting date. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are a business or end-user customer, their geographic location, industry, trading history with the Group and existence of previous financial difficulties. The Group receives cash payment for large contracts up front in some instances, in addition to contracting with government funded entities which subsequently carries lower risks. The Group applies the simplified approach under IFRS 9 and has calculated expected credit losses based on lifetime expected credit losses, taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions and concluded that no expected credit loss provision is required as of December 31, 2021 (2020: $0.0 million). 31.2 Liquidity Risk Liquidity risk relates to the Group’s ability to meet its cash flow requirements. The Group has a prudent policy to cover its liquidity risks which is focused on having sufficient cash and cash equivalents available. 31.3 Currency Risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group operates internationally, and it is exposed to fluctuations in exchange rates. The currency risk arises from future commercial transactions, recognized assets and liabilities and net investments abroad. The Group’s policy to manage risk is to initially mitigate the risk using natural hedges (offsetting of receivables and payables) in addition to implementing investment procedures. Several of the Group’s companies operate in foreign countries and therefore, their net assets are exposed to the risk associated with translating foreign currencies. The Group has applied the following significant exchange rates: Average Rate Year-end spot rate United States Dollar 2021 2020 2019 2021 2020 2019 GBP 0.7277 0.7760 0.7835 0.7409 0.7321 0.7618 CAD 1.2536 1.3433 1.3251 1.2725 1.2750 1.3033 RWF 1,003.4066 959.1820 914.2488 1,037.6458 988.0837 947.0750 SGD 1.3427 1.3789 1.3111 1.3496 1.3224 1.3456 INR 73.7902 74.0038 N/A 74.3047 73.2901 N/A The net impact from the fluctuation of operational foreign exchange rates amounted to $(1.7) million (2020: $3.6 million, 2019: $(9.7) million). Sensitivity Analysis The Group only has significant exposure to movement of the sterling (“GBP”) against the United States dollar (“USD”). A reasonably possible strengthening/weakening of the GPB against the United States dollar (“USD”) at December 31, 2021, December 31, 2020, and December 31, 2019 would have affected the measurement of financial instruments denominated in a foreign currency. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The fluctuation seen primarily relates to the impacts of Brexit and COVID-19 over the last two years but is expected to stabilize moving forward. Profit or loss Strengthening Weakening $’000 $’000 December 31, 2021 GBP (5.0% movement) (373,578) (371,938) December 31, 2020 GBP (5.0% movement) (184,067) (184,416) December 31, 2019 GBP (5.0% movement) (156,489) (150,290) Equity, net of tax Strengthening Weakening $’000 $’000 December 31, 2021 GBP (5.0% movement) (168,522) (168,930) December 31, 2020 GBP (5.0% movement) (48,743) (48,394) December 31, 2019 GBP (5.0% movement) (175,371) (173,872) 31.5 Interest Rate Risk The interest rate risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of changes in market interest rates. The Group does not have any borrowings at floating interest rates that would expose the Group to cash flow interest rate risk. 31.6 Capital Management The Group is currently loss-making and in the development and growth phase of its value-based care business model. Consequently there is an ongoing need for capital to fund the business and its continued growth. These capital requirements are currently met primarily from a mixture of equity capital raised from investors and debt capital borrowed from lenders. Capital management is focused on having sufficient financial resources to execute the Group's business plan with additional capital being raised when required. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share [abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and dilutive net loss per share attributable to the Group’s ordinary shareholders: 2021 2020 2019 $’000 $’000 $’000 Net loss attributable to ordinary shareholders (368,482) (186,799) (140,287) Weighted average shares outstanding – Basic and Diluted 271,321 242,936 241,903 Net loss per ordinary share – Basic and Diluted (1.36) (0.77) (0.58) Basic net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for the effect of the Reclassification as discussed in Note 27 and applied retrospectively to all prior periods presented. As of December 31, 2021, Stockholder Earnout Shares and Sponsor Earnout Shares of 38,800,000 and 1,237,800, respectively, included in shares outstanding have been excluded from the calculation of weighted average shares outstanding, as they are contingently issuable s ubject to achieving certain milestones on the trading price of our Class A ordinary shares on the New York Stock Exchange discussed in Note 5. For the periods included in these financial statements the Group was loss-making in all periods, therefore, anti-dilutive instruments are excluded in the calculation of diluted weighted average number of ordinary shares outstanding, including certain outstanding equity awards during the periods and warrants issued in 2021 and outstanding as of December 31, 2021. These options, restricted stock, and warrants could potentially dilute basic earnings per share in the future. See Note 27 for details of outstanding options and unvested restricted stock. |
Assets and Liabilities Classifi
Assets and Liabilities Classified as Held for Sale | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Assets and Liabilities Classified as Held for Sale | Assets and Liabilities Classified as Held for Sale On January 14, 2021, the Group entered into an SPA with TELUS, which is the parent of various telecommunication subsidiaries, for the sale of the Babylon Health Canada Limited business. The entire issued share capital of Babylon Health Canada Limited was transferred to TELUS for a base price of $1.8 million CAD, which has been adjusted for working capital and net indebtedness, through this transaction. An additional $3.5 million CAD payment was made by TELUS that was attributable to a partial repayment of an Intercompany Loan due from Babylon Canada to Babylon Partners Limited. The remaining amount of the Intercompany loan was forgiven immediately prior to the execution of the SPA. The transaction met the criteria to be classified as held for sale at December 31, 2020. The following major classes of assets and liabilities relating to these operations have been classified as held for sale in the Consolidated Statement of Financial Position on December 31, 2020: 2020 $’000 Cash and cash equivalents 577 Prepayments and contract assets 1,125 Property, plant and equipment 621 Right-of-use assets 629 Trade and other receivables 330 Assets held for sale 3,282 Accruals and provisions 813 Lease liabilities 607 Trade and other payables 402 Liabilities directly associated with the assets held for sale 1,822 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Subsequent Events | Subsequent Events Austin Office Lease On November 1, 2021, Babylon Inc. entered into a sublease agreement for 37,883 rentable square feet of office space in Austin, Texas. The lease commenced on February 1, 2022 and shall automatically terminate on March 31, 2029. Minimum payments for the non-cancellable lease term are $16.6 million. The Company intends to use the office space as its United States headquarters and will house approximately 200 employees. Grant of RSUs On March 14, 2022, the Remuneration Committee of the Board of Directors granted employees RSUs under the 2021 Equity Incentive Plan, under which the holders have the rights to receive an aggregate 17,233,274 shares of the Company’s Class A ordinary shares. Pursuant to the terms of the RSU awards, unvested shares are forfeited upon separation from the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue is primarily derived from the following sources: (1) capitation revenue from value-based care services, (2) software license fees for the provision of AI services, and (3) patient revenues from the provision of clinical services. Revenue is recognized upon transfer of control of services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those services. Contract assets are recognized when there is an excess of revenue earned over billings on contracts where the rights are conditional on something other than passage of time. Contract assets primarily relate to the Group’s rights to consideration for work performed but subject to customer acceptance at the reporting date. Income received in advance (“contract liability”) is recognized when there are billings in excess of revenues earned for services rendered. The Group’s contracts with customers could include promises to transfer multiple services to a customer. The Group assesses the services promised in a contract and identifies distinct or bundled performance obligations in the contract. Identification of these performance obligations involves judgement to determine the promises and the ability of the customer to benefit independently from such promises. If multiple performance obligations are identified in the contract the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Group recognizes revenue as or when the performance obligations under the contract are satisfied. Transaction prices are adjusted for the effects of a significant financing component if we expect, at contract inception, that the period between the transfer of the promised goods or services to the customer and when the customer pays for that service will be more than one year. The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how a customer consumes benefits as services are rendered, existence of enforceable rights to payment for performance to date, transfer of significant risks and rewards to the customer and acceptance of delivery of the service by the customer. Value-based Care Revenue Value-based care (“VBC”) revenue consists primarily of per member per month (“PMPM”) allocations for care management services by the Group under arrangements with various customers. Under the typical capitation arrangement, we are entitled to PMPM fees to provide a defined range of VBC services to attributed members. PMPM fees are based upon fixed rates per member or a percentage of the per member premium of the health plan and are not dependent upon the volume of specific care services provided. In addition, the arrangements usually include payments dependent on factors such as the health of our members, our ability to realize savings in healthcare spend for those members and the achievement of certain quality performance metrics. Unlike clinical services revenue discussed below, the Group accepts partial or full financial risk (either global or professional) for members attributed to our VBC services in exchange for a fixed monthly allocation, which means we are responsible for the cost of all covered services provided to members. In general, the Group considers all VBC revenue contracts as containing a single performance obligation to stand ready to provide managed VBC services to the attributed members. This performance obligation is satisfied over time as the Group stands ready to fulfill its obligation to the attributed members as a group. Accordingly, the Group recognizes revenue in the month in which attributed members are entitled to receive VBC services during the contract term. Part of the consideration received under VBC revenue contracts is variable as the contracts contain provisions dependent on factors such as the health of our members, our ability to realize savings in healthcare spend for those members and the achievement of certain quality performance metrics. VBC revenue is estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is highly probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. Such uncertainties may only be resolved several months after the end of the reporting period because of the availability of sufficient reliable data relating to factors such as quality metrics, member specific attributes and healthcare service costs. Subsequent changes in VBC revenue and the amount of PMPM revenue to be recognized by the Company are reflected in subsequent periods. VBC revenue is recognized gross when it is assessed that the performance obligation relates to the whole of the patient journey with the Group responsible for arranging, providing and controlling the VBC services provided to the attributed members, with expenses payable to other healthcare providers. Software Licensing Revenue Under IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) the Group must determine whether the Group’s promise to grant a software license provides its customer with either a right to access the Group’s intellectual property (“IP”) or a right to use the Group’s IP. A software license will provide a right to access the IP if there is significant development of the IP expected in the future, whereas for a right to use, the IP is to be used in the condition it is at the time the software license is signed and made available to the customer. Our license fee revenue consists of artificial intelligence (“AI”) services that are provided on a continuous basis for the contractual period. Where we have determined that the customer obtains a right to access our AI services, we recognize revenue on a straight-line basis over the contractual term beginning when the customer has access to the service. Where we identify that the customer obtains a right to use license, we recognize revenue from the license upfront at the point in time at which the license is granted and the software is made available to the customer. Any contract specific revenue relating to localization of services prior to the commencement of software license term is not deemed to be distinct from the software license contract and is consequently also recognized over the software license term. Efforts to satisfy performance obligations are expended evenly throughout the performance period and so the performance obligation is considered to be satisfied evenly over time. In some cases, we have concluded that upfront payments included in software license contracts with customers have a significant financing component considering the period between the upfront payment and the services provided, when the contract term is more than one year. As a result, the transaction price must be adjusted to account for the time value of money by using an appropriate discount rate. The discount rate utilized is determined based on the rate that would be reflected in a separate financing transaction with the customer. When a significant financing component exists, we recognize a contract liability for the entire upfront cash payment received, excluding the amount relating to the financing component from the transaction price. Additionally, interest expense is recognized over the duration of the contract under the amortized interest method. Clinical Service Revenue |
Cost of Care Delivery | Cost of Care Delivery Cost of care delivery primarily consists of claims costs from physicians and other health professionals in our provider network and costs incurred in connection with our provider network operations, including rent, insurance and other direct costs incurred in the delivery of patient care. Cost of care delivery is mainly driven by patient activity and required medical services that are relatively variable. |
Grant Income | Grant IncomeWe recognize income related to grants on a systematic and rational basis when it becomes probable that we have complied with the terms and conditions of the grant and in the period in which the corresponding costs or income related to the grant are recognized. We receive grants in the form of cash contributions towards outreach projects and tax credits for certain qualifying research and development expenditures. These grants are recognized as non-current deferred grant income liability, released either over the period of the grant contract or over the same period that the related capitalized development costs are amortized. The offset to the release of the long term deferred grant income liability is recognized as revenue for outreach grants and a reduction in Platform & application expenses for tax credits. |
Platform & Application Expenses | Platform & Application Expenses Platform & application expenses are costs of revenue for our digital healthcare platform. These costs primarily include employee-related salaries, benefits, stock-based compensation, and contractor and consultant expenses that are engaged in providing professional services related to support and maintenance of the digital healthcare platform. These costs also include third-party application costs, hosting services, and other direct costs. The amortization of capitalized development costs are also included in Platform & application expenses. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized if the product or process is technically and commercially feasible and if the Group has sufficient resources to complete the development. Capitalized development costs are recorded as intangible assets and amortized from the point at which the development is complete, and the asset is available for use. Costs are capitalized based on a model whereby a percentage is allocated to employee related expenses based on the time spent on the development of assets. Subsequent expenditure on capitalized intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All employee expenses included in this balance relate to employees in the product and technology departments, and the percentage attributable varies dependent on the nature of the work performed and the type of asset being developed. Expenses that do not meet the criteria for capitalization are expensed as incurred within Platform & application expenses. The technical feasibility of a new product is determined by a management team consisting of product, technology, and finance leads based on understanding the availability of adequate technical, financial and other resources required to develop the product. The commercial feasibility of a new product is determined by understanding how this product feeds into Babylon’s current offering. Commercial leads ascertain market interest by evaluating against existing and potential customer requirements. Feasibility is challenged with input from finance leads to verify the underlying financial implications of development and assess viability. Once the technical and commercial feasibility has been established and the project has been approved for commencement, the project moves into the development phase. |
Research & Development Expenses | Research & Development ExpensesResearch & development expenses primarily included employee-related salaries, benefits, stock-based compensation, and contractor and consultant expenses that are engaged in performing activities to develop and improve the Group’s digital healthcare platform. These costs also include third-party application costs, hosting services, and other indirect costs. Research costs and development costs that do not meet the criteria for capitalization are expensed as incurred within Research & development expenses. |
Sales, General & Administrative Expenses | Sales, General & Administrative Expenses Sales, general & administrative expenses include employee-related expenses, contractors and consultants expense, stock-based compensation, property and facility related expenses, IT and hosting, marketing, training and recruiting expenses. Enterprise IT and hosting costs are primarily software subscriptions, domain and hosting costs. Our Sales, general & administrative expenses also include depreciation of property, fixtures and fittings and amortization of acquired intangible assets. |
Claim Expenses and Claims Payable | Claim Expenses and Claims Payable Claims expense, presented within Cost of care delivery, and Claims payable includes costs for third party healthcare service providers who provide medical care to our members for which the Group is contractually obligated for financial risks relating to the medical services provided. The estimated reserve for IBNP claims is included in the liability for unpaid claims in the Consolidated Statement of Financial Position. Actual claims expense will differ from the estimated liability due to factors in estimated and actual member utilization of health care services, the amount of charges and other factors. We determine our estimates through a variety of actuarial models based on medical claims history to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. |
Taxation | Taxation Tax on the Consolidated Statement of Profit and Loss for the year comprises current and deferred tax. Tax is recognized in the Consolidated Statement of Profit and Loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Expenditures incurred for R&D activities have been claimed and will be reimbursed through the U.K. research and development expenditure credit scheme (the “RDEC Scheme”). Under the RDEC Scheme tax relief is given at 12.0% (up to April 1, 2020) and 13.0% (after April 1, 2020) of allowable R&D costs, which may result in a payable tax credit at an effective rate of 7.8% of qualifying expenditure for the year ended December 31, 2021. The Group recognizes the gross amount as Deferred grant income on the Consolidated Statement of Financial Position and as a reduction to Platform & application expenses over the period of expected benefit from the expenditure. The related tax charge on the credit is recognized in the year of the tax credit. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of ordinary shares of the Group outstanding during the period. Diluted net loss per share is computed by giving effect to all potential ordinary shares, including outstanding stock options, warrants and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential ordinary shares outstanding would have been anti-dilutive. We have included shares issuable for little or no cash consideration upon the satisfaction of certain conditions (contingently issuable shares), including options and warrants, within the computation of basic net loss per share as of the date that all necessary conditions have been satisfied (in essence, when issuance of the shares is no longer contingent). |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of cumulative translation gains or losses. Unrealized gains or losses are net of any reclassification adjustments for realized gains and losses included in the Consolidated Statement of Profit and Loss. |
Segment Reporting | Segment Reporting IFRS 8, Operating Segments (“IFRS 8”) requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”). According to IFRS 8, the CODM represents a function whereby strategic decisions are made, and resources are assigned. The CODM function is carried out by the Group’s Chief Executive Officer. Segment information is presented based on information used by the CODM in its decision-making processes. The CODM is responsible for the Group’s key strategic and business decisions and driving the direction and growth of the Group. These include but are not limited to international growth, new services, material business agreements and corporate and management structures. The CODM’s key decisions are based on the monthly management accounts in which segment information is presented on the basis of geographic areas. Each segment derives its revenues from software license fees for the provision of AI services, patient revenues from the provision of clinical services and VBC services provided by the segment which may differ from the geographic location of the customer. Earnings before depreciation, amortization, net finance income (costs), and income taxes (“EBITDA”) is used to measure performance of each segment because the Group believes that this information is most relevant in evaluating the results of the respective segments. The accounting policies for segment information, including transactions entered between segments are generally the same as those described in the summary of significant accounting policies. The CODM is not provided with total assets and liabilities by segment, and therefore the disclosures below do not include these measures. |
Business Combinations | Business Combinations The acquisition consideration is measured at fair value which is the aggregate of the fair values of the assets transferred, the liabilities incurred or assumed and the equity interests in exchange for control. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration are recognized in the Consolidated Statement of Profit and Loss. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. The allocation process requires an analysis of acquired contracts, customer relationships, contractual commitments, and legal contingencies to identify and record the fair value of all assets acquired and liabilities assumed. In valuing acquired assets and assumed liabilities, fair values are based on, but are not limited to, future expected cash flows, current replacement cost for similar capacity for certain fixed assets, market rate assumptions for contractual obligations, and appropriate discount rates and growth rates. Where the consideration transferred, together with the non-controlling interest, exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is recorded as goodwill. Acquisition related costs are expensed as incurred and classified as Sales, general & administrative expenses in the Consolidated Statement of Profit and Loss. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at historical cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses. At the end of each reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. When an asset is disposed of, the gain or loss is calculated by comparing proceeds received with its carrying amount and is recognized in the Consolidated Statement of Profit and Loss. |
Other Intangible Assets | Other Intangible Assets Intangible assets resulting from capitalized development costs in the normal course of business are recorded at historical cost. Intangible assets acquired in a business combination are recognized at fair value at the acquisition date. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized on a straight-line basis over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are at least reviewed at the end of each reporting period. The amortization expense on intangible assets with finite lives is recognized in Sales, general & administrative expenses. The useful lives of the Group’s intangible assets are: – Development costs 1-10 years – Developed technology 5 years – Customer relationships 15 years – Trade names 5-11 years – Physician network 3-10 years – Licenses 1-2 years |
Goodwill | Goodwill Goodwill is measured as described in “Business combinations” above. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized and is reviewed for impairment at least annually as of October 1 or more frequently if triggering events occur or impairment indicators exist. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. |
Trade Receivables | Trade ReceivablesWe use a forward-looking expected credit loss (“ECL”) model in determining our allowance for doubtful accounts as it relates to trade receivables, contract assets, and other financial assets. Our allowance is based on historical experience, and includes consideration of the aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers among other factors. We measure an impairment loss as the excess of the carrying amount over the present value of the estimated future cash flows discounted using the financial asset’s original discount rate, and we recognize this loss in our Consolidated Statement of Profit and Loss. A financial asset is written-off or written-down to its net realizable value as soon as it is known to be impaired. We adjust previous write-downs to reflect changes in estimates or actual experience. Our allowance for doubtful accounts is not material. |
Non-current Assets Held for Sale and Disposal Groups | Non-current Assets Held for Sale and Disposal Groups Non-current assets and disposal groups are classified as held for sale when: • They are available for immediate sale, • Management is committed to a plan to sell, • It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, • An active program to locate a buyer has been initiated, • The asset or disposal group is being marketed at a reasonable price in relation to its fair value, and • A sale is expected to complete within 12 months from the date of classification. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount immediately prior to being classified as held for sale in accordance with the Group’s accounting policy; and fair value less costs of disposal. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. |
Impairment of Non-financial Assets Excluding Deferred Tax Assets | Impairment of Non-financial Assets Excluding Deferred Tax Assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that carrying values may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal (market value) and value in use determined using estimates of discounted future net cash flows of the asset or group of assets to which it belongs. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). |
Employee Benefits | Employee Benefits Defined Contribution Plans Obligations for contributions to defined contribution pension plans are recognized as an expense in the Consolidated Statement of Profit and Loss in the periods during which services are rendered by employees. Short-term Benefits |
Share-based Payment Transactions | Share-based Payment Transactions The Group and the Company operates an equity compensation scheme. It issues equity settled share-based payments to both employees and non-employees within the Group, whereby services are rendered in exchange for rights to purchase shares of the Company, which are primarily composed of restricted stock awards and options. Non-employees include contractors and advisors. |
Valuation of Ordinary Shares | Valuation of Ordinary SharesAs there has been no public market for the Group’s ordinary shares prior to October 21, 2021, the estimated fair value of the ordinary shares has been determined by the Board of Directors as of the date of each grant, with input from management, considering the most recently available third-party valuations of the Group’s ordinary shares, and the assessment of additional objective and subjective factors that they believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. |
Foreign Currency | Foreign Currency Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognized in the Consolidated Statement of Profit and Loss. |
Provisions | ProvisionsA provision is recognized in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability. |
Equity Issuance Costs | Equity Issuance CostsThe Group recognizes incremental external costs directly attributable to an equity issuance transaction as a deduction from equity. Any transaction costs are therefore deducted from share premium where possible to do so. |
Debt Issuance Costs | Debt Issuance Costs The Group recognizes incremental external costs directly attributable to a debt issuance transaction as a reduction of the carrying value of the related debt liability. The costs are amortized over the life of the debt using the effective interest rate method. The amortized costs are reported as Finance costs on the Consolidated Statement of Profit and Loss. |
Leases | Leases Our lease contracts primarily include real estate leases for buildings and are accounted for under IFRS 16, Leases (“IFRS 16”). |
Financial Instruments | Financial Instruments Derivatives Derivatives are initially measured at fair value and are subsequently remeasured to fair value at each reporting date. Warrants are derivatives that give the holder the right, but not the obligation to subscribe to the Company’s Ordinary Shares at a fixed or determinable price for a specified period. Changes in fair value are recognized in Change in fair value of warrant liabilities in the Consolidated Statement of Profit and Loss. For warrants that are tradeable, fair value is determined using market price on the NYSE under the ticker BBLN.W. For non-tradeable warrants, fair value is determined based on the terms of the warrants. For non-tradeable warrants with identical terms to the tradeable warrants, fair value is determined using market price of the tradeable warrants. For non-tradeable warrants with terms that are not identical to the tradeable warrants, fair value is determined using a Monte Carlo simulation that takes into account the exercise price, the term of the warrant, the underlying share price (BBLN) at the measurement date, the risk-free rate, and a volatility rate derived from peer group companies. Loans and Borrowings Interest-bearing loans and borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Convertible Loan Notes Under IAS 32, the liability and equity components of convertible loan notes must be presented separately on the Consolidated Statement of Financial Position. If the conversion option exchanges a fixed number of shares for a fixed amount of cash (“fixed for fixed”) then it is classified as an equity instrument. The Group has examined the terms of each issue of convertible loan notes and determined their accounting treatment accordingly. The Group considers loans where the holder on the principal amount, for which there is no obligation to settle in cash, is also recognized in the share premium reserve. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the share premium reserve to share capital and share premium. The Group considers convertible loans where the holder does have the option to repay in cash or where there is not a fixed for fixed conversion feature to be convertible debt instruments with an embedded equity conversion feature and recognizes the principal of the loan note as a debt liability in the liabilities section of the Consolidated Statement of Financial Position and the equity conversion feature as an equity derivative instrument that is measured at fair value through profit or loss. The accrued interest on the principal amount is recorded as interest expense in the Consolidated Statement of Profit and Loss and as an increase in the debt liability. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the debt liability to share capital and share premium. Fair Value Measurements The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Group. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
New Standards and Interpretations Not Yet Adopted | New Standards and Interpretations Not Yet Adopted The following new and amended standards have been issued but have not been applied by the Group in these Consolidated Financial Statements. Their adoption is not expected to have a material effect on the financial statements unless otherwise indicated. • Amendments to References to the Conceptual Framework in IFRS 3: Business Combinations, Amendments to IAS 16: Property, Plant and Equipment—Proceeds before Intended Use, and Annual Improvements to IFRS Standards 2018-2020 (effective date January 1, 2022) • Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current, Amendments to Disclosure of Accounting Policies in IAS I: Presentation of Financial Statements and IFRS Practice Statement 2: Making Materiality Judgements , Amendments to Definition of Accounting Estimates in IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors , and Amendments to Deferred Tax related to Assets and Liabilities arising from a Single Transaction in IAS 12: Income Taxes (effective date January 1, 2023) • Amendments to Sale or Contribution of Assets between an Investor and its Associate or Joint Venture in IFRS 10: Consolidated Financial Statements and IAS 28: Investments in Associates and Joint Ventures (effective date deferred indefinitely) |
Basis of Preparation (Tables)
Basis of Preparation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of basis of preparation of financial statements [Abstract] | |
Reclassification Impact on Consolidated Statement of Profit and Loss | The reclassifications resulted in the following impact on the Consolidated Statement of Profit and Loss: For the Year Ended December 31, 2020 As previously reported Adjustment As reported $’000 $’000 $’000 Platform & application expenses (48,664) 10,527 (38,137) Research & development expenses (35,524) (19,187) (54,711) Sales, general & administrative expenses (103,341) 8,660 (94,681) Operating loss (175,511) — (175,511) Loss for the financial year (188,030) — (188,030) The reclassifications also had an immaterial impact on the Consolidated Statement of Profit and Loss for the year ended December 31, 2019, which is not shown in the table above. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Useful Lives of the Property, Plant and Equipment | Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: – Computer equipment 3 years – Fixtures and fittings 3-5 years – Deployed machinery 4 years |
Schedule of Useful Lives of the Group's Intangible Assets | The useful lives of the Group’s intangible assets are: – Development costs 1-10 years – Developed technology 5 years – Customer relationships 15 years – Trade names 5-11 years – Physician network 3-10 years – Licenses 1-2 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of detailed information about business combination [abstract] | |
Disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in business combination | The acquisition-date fair value of Higi has been allocated on a preliminary basis as follows: Recognized values on acquisition $‘000 Carrying value of existing equity interest 11,274 Gain on remeasurement of existing equity interest 10,495 Fair value of non-controlling interest 64,274 Acquisition date fair value of Higi 86,043 Accounts receivable 2,314 Property, plant and equipment 17,618 License arrangements 2,650 Trade names 3,100 Developed technology 5,900 Deferred tax liability (730) Other assets and liabilities, net (5,983) Net assets acquired 24,869 Goodwill 61,174 The estimated fair value of assets acquired as of the acquisition date were as follows: Recognized values on acquisition $‘000 Cash paid, net of cash acquired 13,798 Issuance of warrants 2,349 Aggregate purchase price 16,147 Accounts receivable 751 Customer relationships 11,600 Physician’s network 3,500 Trademark 1,900 License 590 Claims payable (13,436) Deferred tax liability (2,610) Other assets and liabilities, net (817) Net assets acquired 1,478 Goodwill 14,669 The fair value of assets acquired as of the acquisition date were as follows: Recognized values on acquisition $‘000 Acquiree’s net assets at the acquisition date: Intangible assets 7,900 Right-of-use asset 153 Lease liability (153) Net identifiable assets and liabilities 7,900 Goodwill 17,771 Consideration paid 25,671 |
Disposals of Subsidiaries (Tabl
Disposals of Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disposals Of Subsidiaries [Abstract] | |
Schedule of Effect of Disposal | Effect of disposal: For the Year Ended $‘000 Cash and cash equivalents (57) Prepayments and contract assets (1,322) Property, plant and equipment (922) Right-of-use assets (797) Trade and other receivables (619) Accruals and provisions 658 Lease liabilities 837 Borrowings 3,075 Trade and other payables 588 Net assets and liabilities derecognized 1,441 Consideration received 2,344 Working capital adjustment 132 Gain on disposal 3,917 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from contracts with customers [Abstract] | |
Disclosure of disaggregation of revenue from contracts with customers | For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Value-based care 220,852 26,038 — Software licensing 60,052 24,603 2,002 Clinical services 42,017 28,631 14,032 322,921 79,272 16,034 |
Disclosure of receivables, contract assets, and contract liabilities | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. As of December 31, 2021 2020 $’000 $’000 Trade receivables (Note 20) 8,278 4,674 Contract assets (Note 20) 4,484 2,378 Contract liabilities (Note 8 iii) 94,182 76,018 |
Disclosure of performance obligations | The following table includes revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date: 2022 2023 2024 2025 2026 and beyond Total $’000 $’000 $’000 $’000 $’000 $’000 As of December 31, 2021 23,786 18,918 19,349 17,852 14,277 94,182 |
Disclosure of contract liabilities | The table below shows significant changes in contract liabilities: 2021 2020 $’000 $’000 Balance on January 1 76,018 81,584 Amounts billed but not recognized 61,176 18,080 Revenue recognized (43,012) (23,646) Balance on December 31 94,182 76,018 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of operating segments [abstract] | |
Schedule of Consolidated Statements of Profit and Loss | Below is a summary of the Group’s segments and a reconciliation between the results from operations as per segment information and the results from operations as per the Consolidated Statements of Profit and Loss. For the Year Ended December 31, 2021 UK US All other segments Total segments Reconciliation adjustments Total as per statement of profit and loss $’000 $’000 $’000 $’000 $’000 $’000 Revenue 88,967 232,296 1,610 322,873 48 322,921 Inter-segment revenue 2,205 (3,964) 1,756 (3) 3 0 Segment revenue 91,172 228,332 3,366 322,870 51 322,921 Cost of care delivery (41,542) (253,998) (1,590) (297,130) 7,458 (289,672) Other operating expenses, excluding amortization and depreciation (114,975) (105,602) (171,951) (392,528) (8,226) (400,754) Change in fair value of warrant liabilities — — 27,811 27,811 — 27,811 Exchange (loss) / gain (1,844) 189 1,390 (265) 1,133 868 Gain on sale of subsidiary — — 2,687 2,687 1,230 3,917 Gain on remeasurement of equity interest — — 10,495 10,495 — 10,495 Share of loss of equity-accounted investees — (2,602) — (2,602) — (2,602) Segment EBITDA (67,189) (133,681) (127,792) (328,662) 1,646 (327,016) Depreciation and amortization (35,004) Change in fair value of warrant liabilities (27,811) Exchange gain (868) Gain on sale of subsidiary (3,917) Gain on remeasurement of equity interest (10,495) Share of loss of equity-accounted investees 2,602 Operating loss (402,509) For the Year Ended December 31, 2020 UK US All other segments Total segments Reconciliation adjustments Total as per statement of profit and loss $’000 $’000 $’000 $’000 $’000 $’000 Revenue 44,000 32,226 2,968 79,194 78 79,272 Inter-segment revenue 1,194 (3,094) 1,766 (134) 134 0 Segment revenue 45,194 29,132 4,734 79,060 212 79,272 Cost of care delivery (34,600) (34,381) (7,205) (76,186) 8,932 (67,254) Other operating expenses, excluding amortization and depreciation (127,762) (27,190) (3,990) (158,942) (14,100) (173,042) Exchange (loss) / gain 403 (246) 17,060 17,217 (20,053) (2,836) Share of loss of equity-accounted investees — — (1,124) (1,124) — (1,124) Segment EBITDA (116,765) (32,685) 9,475 (139,975) (25,009) (164,984) Depreciation and amortization (14,487) Exchange loss 2,836 Share of loss of equity-accounted investees 1,124 Operating loss (175,511) For the Year Ended December 31, 2019 UK US All other segments Total segments Reconciliation adjustments Total as per statement of profit and loss $’000 $’000 $’000 $’000 $’000 $’000 External revenue 14,633 — 1,410 16,043 (9) 16,034 Inter-segment revenue 4,081 (2,669) (1,382) 30 (30) — Segment revenue 18,714 (2,669) 28 16,073 (39) 16,034 Cost of care delivery (25,707) (160) (373) (26,240) 6,430 (19,810) Other operating expenses, excluding amortization and depreciation (119,895) (23,273) (5,340) (148,508) (8,040) (156,548) Exchange (loss) / gain 314 (83) 16,584 16,815 260 17,075 Segment EBITDA (126,574) (26,185) 10,899 (141,860) (1,389) (143,249) Depreciation and amortization (2,496) Exchange gain (17,075) Operating loss (162,820) |
Disaggregation of Revenue | Below is a summary of the revenue derived from the Group’s major customers: For the Year Ended December 31, 2021 2020 2019 $‘000 % of revenue $‘000 % of revenue $‘000 % of revenue Customer 1 119,785 37.1 % 11,918 15.0 % 2,215 13.8 % Customer 2 39,764 12.3 % 9,706 12.3 % 2,465 15.4 % Customer 3 38,705 12.0 % 9,505 12.0 % 5,607 34.9 % Customer 4 N/A N/A 14,937 18.9 % N/A N/A Revenue from external customers attributed to individual countries is summarized as follows: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 UK 35,490 28,827 12,189 US 232,708 32,689 — Asia-Pacific 14,965 11,585 2,215 Canada 38,705 3,207 564 Rest of World 1,053 2,964 1,066 Total 322,921 79,272 16,034 |
Employee Benefits Expense (Tabl
Employee Benefits Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Summary of employee benefits expense | For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Wages and salaries 148,728 108,018 57,388 Social security and pension contributions 17,118 13,404 8,254 Share-based compensation 46,307 9,557 7,966 Total 212,153 130,979 73,608 |
Disclosure of staff members | For the Year Ended December 31, 2021 2020 2019 Engineers 427 515 670 Sales & marketing 89 88 108 Finance, HR & legal 242 146 178 Clinical operations 856 586 476 Clinicians 959 773 124 2,573 2,108 1,556 |
Platform & Application Expense
Platform & Application Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Platform & Application Expenses [Abstract] | |
Schedule of Platform & Application Expenses | For the Year Ended December 31, 2021 2020* 2019* $’000 $’000 $’000 Employee benefits 6,873 8,800 7,225 Depreciation and amortization 16,842 11,088 1,182 IT and hosting costs 14,760 8,660 6,621 Contractors and consultants expense 1,941 3,010 7,381 Impairment 941 6,436 — Other 1,472 143 1,160 Total 42,829 38,137 23,569 * Restated to reflect reclassification of certain expense items described in Note 2. |
Research & Development Expenses
Research & Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Disclosure of summary of research and development expenses | For the Year Ended December 31, 2021 2020* 2019 $’000 $’000 $’000 Employee benefits 42,877 53,332 36,630 Contractors and consultants expense 3,917 645 14,752 Other 740 734 (177) Total 47,534 54,711 51,205 * Restated to reflect reclassification of certain expense items described in Note 2. |
Sales, General & Administrati_2
Sales, General & Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Disclosure of summary of selling, general and administrative expenses | For the Year Ended December 31, 2021 2020* 2019* $’000 $’000 $’000 Employee benefits expense 100,095 34,362 26,020 Professional fees 19,200 8,645 4,469 IT and hosting costs 16,430 11,559 9,988 Depreciation and amortization 16,222 3,399 1,315 Marketing 9,982 6,575 7,691 Insurance 9,598 4,172 2,444 Contractors and consultants expense 7,425 2,501 7,008 Staffing, training and recruitment 6,321 3,494 6,393 Property related expenses 5,677 8,651 10,214 Local taxes 2,311 2,359 2,321 Office and clinical supplies 1,119 2,120 2,362 Other 2,293 6,844 4,045 Total 196,673 94,681 84,270 |
Finance Income and Costs (Table
Finance Income and Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Finance Income and Costs [Abstract] | |
Schedule of Finance Costs | For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Finance costs(i) (14,291) (4,530) (1,116) Finance income(ii) 326 610 1,015 Change in fair value of warrant liabilities 27,811 — — Exchange gain / (loss) 868 (2,836) 17,075 Net finance income (expense) 14,714 (6,756) 16,974 (i) The following items are included under finance costs: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Interest payable 10,234 252 851 Interest on leases 617 572 265 Interest on contract liabilities 3,440 3,706 — Total finance costs 14,291 4,530 1,116 |
Recapitalization Transaction _2
Recapitalization Transaction Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Recapitalization Transaction Expense [Abstract] | |
Summary of Displays Calculation of Recapitalization Transaction Expense | The following table displays the calculation of the Recapitalization transaction expense: Amount Number of shares/warrants $’000 (a) Alkuri Ordinary Shares 12,267,653 (b) Opening price of Babylon Ordinary Shares on NYSE as of October 22, 2021 10.01 (c) Fair value of Company shares issued to Alkuri shareholders (a*b) 122,799 (d) Outstanding Alkuri Warrants on October 22, 2021 14,558,333 (e) Opening price of Babylon Warrants on NYSE as of October 22, 2021 Public warrants 2.13 8,625,000 Private placement warrants 2.13 5,933,333 (f) Fair value of outstanding Alkuri Warrants (d*e) 31,009 Total fair value of Alkuri Ordinary Shares and Alkuri Warrants (c+f) 153,808 Alkuri’s identifiable net assets 5,310 IFRS 2 Expense on the closing date 148,498 PIPE Transaction (a) PIPE Ordinary Shares 22,400,000 (b) Opening price of Babylon Ordinary Shares on NYSE as of October 22, 2021 10.01 (c) Fair value of Company shares issued to PIPE investors (a*b) 224,224 PIPE’s identifiable net assets 224,000 IFRS 2 Expense on the closing date 224 Total IFRS 2 Expense 148,722 Total cash proceeds received 229,311 Expense of share issue (32,787) Cash proceeds 196,524 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | |
Schedule of Consolidated Statement of Profit and Loss | Recognized in the Consolidated Statement of Profit and Loss For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Current tax Current tax on loss for the period 801 569 (3,457) Adjustments to tax in respect of previous periods 31 4,070 (2,102) Total current tax 832 4,639 (5,559) Deferred tax Origination and reversal of timing differences (2,306) — — Total deferred tax (2,306) — — Tax (benefit) provision (1,474) 4,639 (5,559) |
Schedule of Analysis of Tax Recognized in the Consolidated Statement of Profit and Loss | Analysis of tax recognized in the Consolidated Statement of Profit and Loss For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Loss before tax (375,985) (183,391) (145,846) Tax on loss on ordinary activities at standard CT rate (19.00%) (71,437) (34,844) (27,711) State and local income taxes, net of federal benefit (320) — — Benefit of foreign operations (218) — — Deferred tax not recognized 38,563 31,271 25,552 Expenses not deductible for tax purposes 33,512 4,142 187 Non-taxable income (11,003) — — Change in fair value of warrants 8,903 — — Tax arising on share in associates 495 — — Adjustments to tax in respect of previous periods 31 4,070 (2,102) All other, net — — (1,485) Tax (benefit) provision (1,474) 4,639 (5,559) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, plant and equipment [abstract] | |||
Schedule of Property, Plant and Equipment | Computer Equipment Fixtures and Fittings Deployed Machinery Total $’000 $’000 $’000 $’000 Cost Balance at January 1, 2020 2,463 390 — 2,853 Additions 308 411 — 719 Reclassification to assets held for sale — (621) — (621) Effect of movements in foreign exchange 89 — — 89 Balance at December 31, 2020 2,860 180 — 3,040 Balance at January 1, 2021 2,860 180 — 3,040 Additions 2,830 5,273 — 8,103 Acquisitions through business combinations 105 41 17,618 17,764 Effect of movements in foreign exchange (107) (103) — (210) Balance at December 31, 2021 5,688 5,391 17,618 28,697 Computer Equipment Fixtures and Fittings Deployed Machinery Total $’000 $’000 $’000 $’000 Depreciation Balance at January 1, 2020 991 61 — 1,052 Depreciation 931 3 — 934 Effect of movements in foreign exchange (346) 66 — (280) Balance at December 31, 2020 1,576 130 — 1,706 Balance at January 1, 2021 1,576 130 — 1,706 Depreciation 1,255 81 750 2,086 Effect of movements in foreign exchange (76) (9) — (85) Balance at December 31, 2021 2,755 202 750 3,707 Net book value At January 1, 2020 1,472 329 — 1,801 At December 31, 2020 and January 1, 2021 1,284 50 — 1,334 At December 31, 2021 2,933 5,189 16,868 24,990 | ||
Property, plant and equipment | $ 24,990 | $ 1,334 | $ 1,801 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets [Abstract] | |
Disclosure of reconciliation of changes in intangible assets and goodwill [text block] | The changes in the carrying amount of goodwill and intangible assets for the years ended December 31, 2021 and 2020 were as follows: Goodwill Development Costs Intangibles under Development Customer Relationships Trademarks Physician Networks Licenses Total Other Intangible Assets (Excluding Goodwill) $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Cost Balance at January 1, 2020 61 15,558 28,873 — — — — 44,431 Acquisitions through business combinations 17,771 — — 3,100 3,300 1,500 — 7,900 Additions — 940 43,027 — — — — 43,967 Transfers — 51,932 (51,932) — — — — — Effect of movements in foreign exchange — 632 1,170 — — — — 1,802 Balance at December 31, 2020 17,832 69,062 21,138 3,100 3,300 1,500 — 98,100 Balance at January 1, 2021 17,832 69,062 21,138 3,100 3,300 1,500 — 98,100 Acquisitions through business combinations 75,846 8,550 — 11,600 5,000 3,500 590 29,240 Additions — — 33,999 — — — — 33,999 Transfers — 33,056 (33,056) — — Effect of movements in foreign exchange — (1,312) (213) — — — — (1,525) Balance at December 31, 2021 93,678 109,356 21,868 14,700 8,300 5,000 590 159,814 Amortization and impairment Balance at January 1, 2020 — 680 — — — — — 680 Amortization for the year — 10,157 — 845 83 38 — 11,123 Impairment charge — 6,436 — — — — — 6,436 Effect of movements in foreign exchange — 1,008 — — — — — 1,008 Balance at December 31, 2020 — 18,281 — 845 83 38 — 19,247 Balance at January 1, 2021 — 18,281 — 845 83 38 — 19,247 Amortization for the year — 21,287 — 2,835 3,450 1,025 393 28,990 Impairment charge — 941 — — — — — 941 Effect of movements in foreign exchange — (785) — — — — — (785) Balance at December 31, 2021 — 39,724 — 3,680 3,533 1,063 393 48,393 Net book value At January 1, 2020 61 14,878 28,873 — — — — 43,751 At December 31, 2020 and January 1, 2021 17,832 50,781 21,138 2,255 3,217 1,462 — 78,853 At December 31, 2021 93,678 69,632 21,868 11,020 4,767 3,937 197 111,421 |
Investments in Subsidiaries a_2
Investments in Subsidiaries and Associates (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Interest in other entities [Abstract] | |
Disclosure of significant judgements and assumptions made in relation to interests in other entities | The Group and Company have the following investments: Subsidiary Undertakings Country of Incorporation Principal Activity Ownership Ownership Company: Babylon Partners Limited UK Application development 100.0 % 100.0 % Babylon Healthcare Services Limited UK Digital Healthcare services 100.0 % 100.0 % Babylon Rwanda Limited Rwanda Digital Healthcare services 100.0 % 100.0 % Babylon Inc. USA Digital Healthcare services 100.0 % 100.0 % Babylon Health Canada Limited Canada Digital Healthcare services — 100.0 % Babylon Liberty Corp. USA Digital Healthcare services 100.0 % — Babylon Malaysia SDN BHD Malaysia Digital Healthcare services 100.0 % 100.0 % Babylon International Limited UK Digital Healthcare services 100.0 % 100.0 % Babylon Health Ireland Limited Ireland Digital Healthcare services 100.0 % 100.0 % Babylon Singapore PTE Limited Singapore Digital Healthcare services 100.0 % 100.0 % Health Innovators Inc. USA Digital Healthcare services 100.0 % 70.1 % Babylon Acquisition Corp. USA Digital Healthcare services — 100.0 % Babylon Technology LTDA Brazil Digital Healthcare services 100.0 % 100.0 % Higi SH Holdings Inc. USA Digital Healthcare services 100.0 % 19.0 % Group: Babylon Healthcare Inc. USA Digital Healthcare services 100.0 % 100.0 % Babylon Healthcare NJ, PC USA Healthcare services 100.0 % 100.0 % Babylon Healthcare, PLLC USA Healthcare services 100.0 % 100.0 % Babylon Medical Group (formerly Marcus Zachary DO), PC USA Healthcare services 100.0 % 100.0 % California Telemedicine Associates, PC USA Healthcare services 100.0 % 100.0 % Telemedicine Associates, P.C. USA Healthcare services 100.0 % 100.0 % Babylon Healthcare, PC USA Healthcare services 100.0 % 100.0 % Babylon Healthcare NC, PC USA Healthcare services — 100.0 % Babylon Healthcare, PA USA Healthcare services 100.0 % — Meritage Medical Network USA Healthcare services 100.0 % — Meritage Health Ventures, LLC USA Healthcare services 100.0 % — Meritage Health Plan USA Healthcare services 100.0 % — Meritage Management, LLC USA Healthcare services 100.0 % — Higi SH LLC USA Digital Healthcare services 100.0 % 19.0 % Higi Health Holdings LLC USA Digital Healthcare services 100.0 % — Higi SH Canada ULC Canada Digital Healthcare services 100.0 % 19.0 % Higi Health LLC USA Digital Healthcare services 51.0 % — Health Innovators Limited UK Digital Healthcare services 100.0 % 70.1 % DTDHI Health India PVT Ltd India Digital Healthcare services 97.8 % 68.6 % |
Summarized financial information for unconsolidated professional service corporations | The following provides summary financial data for the PCs that are included in the Consolidated Financial Statements: As of December 31, 2021 2020 $’000 $’000 Total assets 104,703 35,535 Total liabilities 168,240 42,699 For the Year Ended December 31, 2021 2020 $’000 $’000 Total revenues 154,508 17,436 Cost of care delivery (155,191) (20,175) Sales, general & administrative expenses (55,006) (3,799) |
Trade and Other Receivables, _2
Trade and Other Receivables, Prepayments and Contract Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Disclosure of Current Trade and Other Receivables, Prepayments and Contract Assets | As of December 31, 2021 2020 $’000 $’000 Trade receivables (Note 8) 8,278 4,674 Other receivables 13,796 8,914 Prepayments 21,516 6,463 Contract assets 4,484 2,378 VAT receivable (payable) 2,045 (63) 50,119 22,366 |
Description of Changes in Contract Assets | The table below shows significant changes in contract assets: 2021 2020 $’000 $’000 Balance at January 1 2,378 1,541 Revenues recognized but not billed 3,444 1,511 Amounts reclassified to trade receivable (1,338) (674) Balance at December 31 4,484 2,378 |
Trade and Other Payables, Acc_2
Trade and Other Payables, Accruals and Provisions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Disclosure of Current Trade and Other Payables | The components of Trade and other payables and Accruals and provisions are reflected in the table below: As of December 31, 2021 2020 $’000 $’000 Trade payables 17,178 3,739 Accruals 36,366 15,409 Provisions 490 3,227 Taxation and Social Security 4,039 4,006 Employee loans 1,193 — Other 276 — 59,542 26,381 |
Deferred Grant Income (Tables)
Deferred Grant Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Grant Income [Abstract] | |
Disclosure of Deferred Grants | The following table is a summary of activity related to deferred grants for the periods presented: $’000 Balance at January 1, 2020 — Grants related to prior years 3,173 Grants received in 2020 4,315 Grant income recognized — Adjustment, net — Balance at December 31, 2020 7,488 Balance at January 1, 2021 7,488 Grants related to prior years — Grants received in 2021 2,769 Grant income recognized (1,959) Adjustment, net 146 Balance at December 31, 2021 8,444 |
Claims Payable (Tables)
Claims Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Analysis of income and expense [abstract] | |
Summary of Claims Activity | The following table is a summary of claims activity for the periods presented: $’000 Balance at January 1, 2020 — Claims expense 24,146 Claims paid (21,137) Adjustment, net 881 Balance at December 31, 2020 3,890 Balance at January 1, 2021 3,890 Claims expense 216,791 Claims paid (196,053) Adjustment, net — Balance at December 31, 2021 24,628 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents [abstract] | |
Summary of Cash and Cash Equivalents | The components of cash and cash equivalents are reflected in the table below: As of December 31, 2021 2020 $’000 $’000 Cash in hand and at banks 262,276 97,757 Short term investment funds — 4,000 Restricted cash 305 — 262,581 101,757 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Presentation of leases for lessee [abstract] | |
Schedule of Right-of-Use Asset, Amortization, Net Book Value And Lease Liability | Therefore, the disclosures below for the Group’s right-of-use assets relate only to buildings. Right-of-use asset $’000 Cost Balance at January 1, 2020 6,501 Additions to right-of-use-assets 2,300 Reclassification to assets held for sale (872) Effect of change in foreign currency 228 Balance at December 31, 2020 8,157 Balance at January 1, 2021 8,157 Additions to right-of-use-assets 11,399 Disposals (4,291) Effect of change in foreign currency (166) Balance at December 31, 2021 15,099 Amortization Balance at January 1, 2020 1,272 Amortization charge for the year 2,430 Reclassification to assets held for sale (243) Effect of change in foreign currency 184 Balance at December 31, 2020 3,643 Balance at January 1, 2021 3,643 Amortization charge for the year 3,929 Disposals (4,291) Effect of change in foreign currency (25) Balance at December 31, 2021 3,256 Net book value Balance at January 1, 2020 5,229 Balance at December 31, 2020 and January 1, 2021 4,514 Balance at December 31, 2021 11,843 Lease liability $’000 Balance at January 1, 2020 3,583 Additions to lease liabilities 2,362 Interest expense on lease liabilities (i) 572 Payments on leases (1,541) Reclassification to liabilities associated with the assets held for sale (607) Effect of change in foreign currency 130 Balance at December 31, 2020 4,499 Balance at January 1, 2021 4,499 Additions to lease liabilities 11,826 Interest expense on lease liabilities (i) 617 Payments on leases (4,156) Reclassification to liabilities associated with the assets held for sale — Effect of change in foreign currency (154) Balance at December 31, 2021 12,632 (i) Interest paid on lease liabilities are presented within cash flows from financing activities. |
Schedule of Recognized in the Consolidated Statement of Profit and Loss | The following amounts have been recognized in the Consolidated Statement of Profit and Loss for which the Group is a lessee: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Depreciation expense on right-of-use assets 3,929 2,430 1,272 Interest expense on lease liabilities 617 572 265 Expenses relating to short term leases 2,489 4,756 6,127 Profit and loss impact 7,035 7,758 7,664 |
Schedule of Undiscounted Maturities of Lease Liabilities | The following table provides the undiscounted maturities of lease liabilities: As of December 31, 2021 2020 $’000 $’000 Less than one year 4,595 2,348 One to two years 5,612 684 Two to three years 4,290 598 Three to four years 362 572 Four to five years 371 375 More than five years 705 1,282 Total 15,935 5,859 |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Borrowing costs [abstract] | |
Schedule of Non-Current and Current Liabilities | As of December 31, 2021 2020 $’000 $’000 Non-current liabilities Loan notes 200,000 — Unamortized fair value adjustment, discount, and debt issuance costs (31,399) — 168,601 — Current liabilities Convertible loan notes — 70,000 Other 185 357 185 70,357 |
Disclosure of Changes in Loans and Borrowings from Financing Activities | Changes in Loans and Borrowings from Financing Activities Albacore Notes VNV Loan Notes Unsecured Bonds Convertible Loan Notes Other Loans and Borrowings Total Loans and Borrowings $’000 $’000 $’000 $’000 $’000 $’000 Balance at January 1, 2020 — — — — — — Changes from financing cash flows Proceeds from issuance of notes and warrants — — — 100,000 357 100,357 Total changes from financing cash flows — — — 100,000 357 100,357 Other changes Convertible loan notes converted — — — (30,000) — (30,000) Total other changes — — — (30,000) — (30,000) Balance at December 31, 2020 — — — 70,000 357 70,357 Balance at January 1, 2021 — — — 70,000 357 70,357 Changes from financing cash flows Proceeds from issuance of notes and warrants 191,000 15,000 64,563 — — 270,563 Payment of debt issuance costs (3,429) — (1,375) — — (4,804) Repayment of cash loan — (7,000) (75,000) — — (82,000) Total changes from financing cash flows 187,571 8,000 (11,812) — — 183,759 Other changes Fair value of warrants issued (16,930) — — — — (16,930) Unpaid debt issuance costs (2,801) — (171) — — (2,972) Amortization of fair value adjustment, discount, and debt issuance costs 761 — 3,983 — — 4,744 Convertible loan notes converted — — — (70,000) — (70,000) Non-cash conversion of loan notes to bonds — (8,000) 8,000 — — — Other loans and borrowings activity, net — — — — (172) (172) Total other changes (18,970) (8,000) 11,812 (70,000) (172) (85,330) Balance at December 31, 2021 168,601 — — — 185 168,786 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of information about defined benefit plans [abstract] | |
Disclosure of Share-based Payments Recognized As Expense for RSUs, RSAs and Options, Net of Forfeitures | Share-based payments are recognized as expense for RSUs, RSAs and options, net of forfeitures, as follows: For the Year Ended December 31, 2021 2020 2019 $’000 $’000 $’000 Total share-based compensation expense 46,307 9,557 7,966 |
Disclosure of Restricted Stock Unit Activity and Weighted Average Grant Date Fair Values | The following table displays RSU activity and weighted average grant date fair values for the year ended December 31, 2021: RSUs Weighted Average Grant Date Fair Value Per RSU (1) Balance at January 1, 2021 — $ — Granted 6,997,284 $ 6.23 Vested and issued — $ — Forfeited — $ — Balance at December 31, 2021 6,997,284 $ 6.23 Vested and unissued at December 31, 2021 1,760,363 $ 6.23 Unvested at December 31, 2021 5,236,921 $ 6.23 (1) The calculation of weighted average grant date fair value excludes RSUs issued to Higi employees further discussed below. |
Disclosure of Stock Options Granted | The key assumptions used for options granted during the year ended December 31, 2021, were as follows: Fair value of underlying stock $2.97 - $9.20 Volatility 63.4% - 70.0% Risk-free interest rate 0.12% - 1.68% Dividend yield 0% - 0% Expected term (in years) 10.00 - 14.50 |
Disclosure of Number and Weighted Average Exercise Prices of Share Options | The number and weighted average exercise price of share options for the Group are as follows: 2021 2020 2019 Weighted average exercise price Number of options Weighted average exercise price Number of options Weighted average exercise price Number of options $ $ $ Outstanding at the beginning of the year 0.02 21,107,487 — 20,120,425 — 19,666,539 Granted during the year 3.67 8,155,289 0.11 4,109,243 — 2,786,856 Forfeited / canceled during the year 0.18 (6,204,471) 0.04 (3,122,181) — (2,332,970) Exercised during the year 1.42 (162,040) — — — — Outstanding at the end of the year 1.47 22,896,265 0.02 21,107,487 — 20,120,425 Exercisable at the end of the year 1.54 19,105,908 0.01 16,461,945 — 11,817,828 |
Capital and Reserves (Tables)
Capital and Reserves (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [abstract] | |
Disclosure of Share Capital | The share capital of Babylon Holdings Limited immediately following the closing of the transaction is as follows: In thousands of shares Number of Shares Share Capital Description Class A ordinary shares 295,589 12 Issuance to Babylon Shareholders Class A ordinary shares 22,400 1 Issuance to PIPE Investors Class A ordinary shares 12,268 — Issuance to SPAC Investors and Shareholders 330,257 13 Class B ordinary shares 79,638 3 Issuance to Babylon Shareholders 409,895 16 The following tables display the number of shares of Babylon Holdings Limited prior and following the Merger: Class A Ordinary Shares Class B Ordinary Shares Ordinary A Shares Ordinary B Shares Preference C Shares Ordinary Redeemable G1 Shares In thousands of shares 2021 2021 2021 2021 2021 2021 Authorized 6,500,000 3,100,000 10,000,000 11,000,000 10,000,000 50,000 On issue at January 1, 2021 — — 135,136 664,605 252,065 — Issued during the year prior to Merger — — — 17,206 41,012 10,150 Conversion into Class A and B Shares 330,257 79,638 (135,136) (681,811) (293,077) (10,150) Issued following the Merger 3,668 — — — — — On issue at December 31, 2021—fully paid 333,925 79,638 — — — — |
Disclosure of Other Comprehensive Income Accumulated in Reserves, Net of Tax | Other Comprehensive Income (“OCI”) Accumulated in Reserves, Net of Tax 2021 2020 2019 $’000 $’000 $’000 January 1, 1,675 (1,904) 7,789 Foreign operations – foreign currency translation differences (1,702) 3,579 (9,693) December 31, (27) 1,675 (1,904) |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability [Abstract] | |
Number of Warrants in Issue | The following table displays the number of warrants in issue as of December 31, 2021: (In thousands) Tradeable Non-tradeable Total No. of warrants No. of warrants No. of warrants In issue at January 1, 2021 — — — Issuance of Alkuri Warrants on October 21, 2021 8,625 5,933 14,558 Issuance of AlbaCore Warrants on November 4, 2021 — 1,758 1,758 In issue at December 31, 2021 8,625 7,691 16,316 |
Schedule of Reconciliation of Fair Values | See reconciliation of fair values below: Tradeable (Level 1) Non-tradeable (Level 2) Non-tradeable (Level 3) Total $’000 $’000 $’000 $’000 Balance at December 31, 2019 — — — — Balance at December 31, 2020 — — — — Fair value of Alkuri Warrants upon issuance 18,371 12,638 — 31,009 Fair value of AlbaCore Warrants upon issuance — — 16,930 16,930 Change in fair value of warrant liabilities (12,506) (8,603) (6,702) (27,811) Balance at December 31, 2021 5,865 4,035 10,228 20,128 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments and Risk Management [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Fair Value Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Tradeable Alkuri Warrants 5,865 — — 5,865 Non-tradeable Alkuri Warrants — 4,035 — 4,035 AlbaCore Warrants — — 10,228 10,228 5,865 4,035 10,228 20,128 |
Schedule of the Monte Carlo Simulation Model for the AlbaCore Warrants | The key inputs into the Monte Carlo simulation model for the AlbaCore Warrants were as follows: As of As of November 4, 2021 December 31, 2021 Underlying stock price (USD) $ 9.66 $ 5.83 Exercise price (USD) $ 0.00004 $ 0.00004 Volatility 66.7 % 71.6 % Remaining term (years) 5.00 4.85 Risk-free rate 1.09 % 1.23 % |
Schedule of Significant Exchange Rates | The Group has applied the following significant exchange rates: Average Rate Year-end spot rate United States Dollar 2021 2020 2019 2021 2020 2019 GBP 0.7277 0.7760 0.7835 0.7409 0.7321 0.7618 CAD 1.2536 1.3433 1.3251 1.2725 1.2750 1.3033 RWF 1,003.4066 959.1820 914.2488 1,037.6458 988.0837 947.0750 SGD 1.3427 1.3789 1.3111 1.3496 1.3224 1.3456 INR 73.7902 74.0038 N/A 74.3047 73.2901 N/A |
Schedule of Sensitivity Analysis | This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The fluctuation seen primarily relates to the impacts of Brexit and COVID-19 over the last two years but is expected to stabilize moving forward. Profit or loss Strengthening Weakening $’000 $’000 December 31, 2021 GBP (5.0% movement) (373,578) (371,938) December 31, 2020 GBP (5.0% movement) (184,067) (184,416) December 31, 2019 GBP (5.0% movement) (156,489) (150,290) Equity, net of tax Strengthening Weakening $’000 $’000 December 31, 2021 GBP (5.0% movement) (168,522) (168,930) December 31, 2020 GBP (5.0% movement) (48,743) (48,394) December 31, 2019 GBP (5.0% movement) (175,371) (173,872) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share [abstract] | |
Summary of Basic and Dilutive Net Loss Per Share | The following table sets forth the computation of basic and dilutive net loss per share attributable to the Group’s ordinary shareholders: 2021 2020 2019 $’000 $’000 $’000 Net loss attributable to ordinary shareholders (368,482) (186,799) (140,287) Weighted average shares outstanding – Basic and Diluted 271,321 242,936 241,903 Net loss per ordinary share – Basic and Diluted (1.36) (0.77) (0.58) |
Assets and Liabilities Classi_2
Assets and Liabilities Classified as Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Disclosure of Assets and Liabilities Classified as Held for Sale | The following major classes of assets and liabilities relating to these operations have been classified as held for sale in the Consolidated Statement of Financial Position on December 31, 2020: 2020 $’000 Cash and cash equivalents 577 Prepayments and contract assets 1,125 Property, plant and equipment 621 Right-of-use assets 629 Trade and other receivables 330 Assets held for sale 3,282 Accruals and provisions 813 Lease liabilities 607 Trade and other payables 402 Liabilities directly associated with the assets held for sale 1,822 |
Basis of Preparation - Narrativ
Basis of Preparation - Narrative (Details) - USD ($) $ in Thousands | Oct. 21, 2021 | Oct. 08, 2021 | Jun. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Disclosure of basis of preparation of financial statements [Abstract] | |||||||||
Loss for the year | $ (374,511) | $ (188,030) | [1] | $ (140,287) | [1] | ||||
Recapitalization transaction expense | $ (148,700) | (148,722) | 0 | [1] | 0 | [1] | |||
Net cash used in operating activities | 145,868 | 143,430 | 143,614 | ||||||
Equity | 165,271 | 48,359 | 173,797 | $ (50,484) | |||||
Cash and cash equivalents | 262,581 | 101,757 | |||||||
Proceeds from issuance of share capital | $ 229,300 | $ 229,311 | $ 12,096 | $ 320,334 | |||||
Issuance unsecured notes | $ 200,000 | ||||||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Basis of Preparation - Consolid
Basis of Preparation - Consolidated Statement of Profit and Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | [1] | ||
Disclosure of detailed information about investment property [line items] | |||||
Platform & application expenses | $ (42,829) | $ (38,137) | [1] | $ (23,569) | |
Research & development expenses | (47,534) | (54,711) | [1] | (51,205) | |
Sales, general & administrative expenses | (196,673) | (94,681) | [1] | (84,270) | |
Operating loss | (402,509) | (175,511) | [1] | (162,820) | |
Loss for the financial year | $ (374,511) | (188,030) | [1] | $ (140,287) | |
Reclassified Expenses | |||||
Disclosure of detailed information about investment property [line items] | |||||
Platform & application expenses | (38,137) | ||||
Research & development expenses | (54,711) | ||||
Sales, general & administrative expenses | (94,681) | ||||
Operating loss | (175,511) | ||||
Loss for the financial year | (188,030) | ||||
As previously reported | Reclassified Expenses | |||||
Disclosure of detailed information about investment property [line items] | |||||
Platform & application expenses | (48,664) | ||||
Research & development expenses | (35,524) | ||||
Sales, general & administrative expenses | (103,341) | ||||
Operating loss | (175,511) | ||||
Loss for the financial year | (188,030) | ||||
Adjustment | Reclassified Expenses | |||||
Disclosure of detailed information about investment property [line items] | |||||
Platform & application expenses | 10,527 | ||||
Research & development expenses | (19,187) | ||||
Sales, general & administrative expenses | 8,660 | ||||
Operating loss | 0 | ||||
Loss for the financial year | $ 0 | ||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Significant Accounting Judgem_2
Significant Accounting Judgements, Estimates and Assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||||
Revenue from contracts with customers | $ 322,921 | $ 79,272 | [1] | $ 16,034 | [1] |
Development costs | $ 34,000 | 43,000 | |||
Warrant term | 5 years | ||||
Value-Base Care Agreements | |||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||||
Revenue from contracts with customers | $ 220,900 | $ 26,000 | $ 0 | ||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of changes in accounting estimates [line items] | ||
Contract period (in year) | 1 year | |
Development costs | $ 34,000 | $ 43,000 |
Restricted cash | $ 305 | $ 0 |
Lease term | 12 months | |
Bottom of range | ||
Disclosure of changes in accounting estimates [line items] | ||
Tax rate effect from change in tax rate | 12.00% | |
Top of range | ||
Disclosure of changes in accounting estimates [line items] | ||
Tax rate effect from change in tax rate | 13.00% | |
Weighted average | ||
Disclosure of changes in accounting estimates [line items] | ||
Tax rate effect from change in tax rate | 7.80% | |
Software Licensing | ||
Disclosure of changes in accounting estimates [line items] | ||
Contract period (in year) | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives of the Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of the assets | 3 years |
Fixtures and fittings | Bottom of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of the assets | 3 years |
Fixtures and fittings | Top of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of the assets | 5 years |
Deployed machinery | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of the assets | 4 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Useful Lives of the Group's Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Development costs | Bottom of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 1 year |
Development costs | Top of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 10 years |
Developed technology | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 5 years |
Customer relationships | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 15 years |
Trade names | Bottom of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 5 years |
Trade names | Top of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 11 years |
Physician network | Bottom of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 3 years |
Physician network | Top of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 10 years |
Licenses | Bottom of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 1 year |
Licenses | Top of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life measured as period of time, intangible assets other than goodwill | 2 years |
Alkuri Merger and PIPE Transa_2
Alkuri Merger and PIPE Transaction (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | [1] | Dec. 31, 2019 | [1] |
Disclosure of detailed information about business combination [line items] | ||||||
Number of securities called by warrants (in shares) | 14,558,333 | |||||
Conversion of warrant and rights, term | 5 years | |||||
Share premium | $ 122,800 | |||||
Assets acquired | 5,300 | |||||
Cash held in trust | 36,400 | |||||
Current liabilities | 31,100 | |||||
Recapitalization transaction expense | 148,700 | $ 148,722 | $ 0 | $ 0 | ||
PIPE Investors | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Share premium | 224,200 | |||||
Proceeds from exercise of warrants | $ 224,000 | |||||
Class A ordinary shares | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Reverse recapitalization, share price (in usd per share) | $ 10 | |||||
Number of shares issued (in shares) | 10,973,903 | |||||
Converted warrants to purchase ordinary shares (in shares) | 14,558,333 | |||||
Redemption price, per share (in usd per share) | $ 1 | |||||
Class A ordinary shares | PIPE Investors | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Issuance of private placement shares (in shares) | 22,400,000 | |||||
Private Placement Warrants | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Number of securities called by warrants (in shares) | 5,933,333 | |||||
Public Warrants | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Number of securities called by warrants (in shares) | 8,625,000 | |||||
Class B ordinary shares | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Number of shares issued (in shares) | 38,800,000 | |||||
Sponsor Earnout Shares | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Number of shares issued (in shares) | 1,293,750 | |||||
Sponsor Earnout Shares | Milestone One | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Share issued, price per share (in usd per share) | $ 12.50 | |||||
Sponsor Earnout Shares | Milestone Two | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Share issued, price per share (in usd per share) | 15 | |||||
Sponsor Earnout Shares | Milestone Three | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Share issued, price per share (in usd per share) | 17.50 | |||||
Sponsor Earnout Shares | Milestone Four | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Share issued, price per share (in usd per share) | $ 20 | |||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Acquisitions- Narrative (Detail
Acquisitions- Narrative (Details) $ in Thousands | Dec. 07, 2021USD ($)shares | Oct. 01, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Nov. 01, 2021 | Apr. 01, 2021USD ($) | Dec. 31, 2019USD ($) |
Royalty Rate | Development Costs | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Significant unobservable input, assets | 0.03 | ||||||
Royalty Rate | Trademarks | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Significant unobservable input, assets | 0.01 | ||||||
Higi SH Holdings Inc. | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Percentage of voting equity interests acquired | 25.00% | ||||||
Cash paid, net of cash acquired | $ 8,400 | ||||||
Repayments of assumed borrowings | $ 7,400 | ||||||
Fair Value of non-controlling interest, percentage | 74.70% | ||||||
Fair value of non-controlling interest | $ 64,274 | ||||||
Investment interest at acquisition date | 25.50% | ||||||
Non-controlling interest in acquiree recognised at acquisition date | $ 21,800 | ||||||
Gain on remeasurement of existing equity interest | 10,495 | ||||||
Transaction costs, at acquisition date | 400 | ||||||
Revenue of acquiree since acquisition date | 2,100 | ||||||
Profit (loss) of acquiree since acquisition date | 4,000 | ||||||
Revenue of combined entity as if combination occurred at beginning of period | 331,000 | ||||||
Increase by revenue of acquire since acquisition date, | 7,900 | ||||||
Profit (loss) of combined entity as if combination occurred at beginning of period | 390,000 | ||||||
Increase by profit (loss) of acquire since acquisition date | 14,100 | ||||||
Goodwill | $ 61,174 | ||||||
Higi SH Holdings Inc. | Founder and Chief Executive Officer | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Number of instruments or interests issued or issuable (in shares) | shares | 490,782 | ||||||
Estimated financial effect, contingent liabilities in business combination | $ 300 | ||||||
Indemnification holdback period | 15 months | ||||||
Higi SH Holdings Inc. | Continuing Employees | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Number of instruments or interests issued or issuable (in shares) | shares | 1,980,000 | ||||||
Higi SH Holdings Inc. | Class A ordinary shares | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Number of instruments or interests issued or issuable (in shares) | shares | 3,412,107 | ||||||
Meritage Medical Network | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Cash paid, net of cash acquired | $ 27,900 | ||||||
Transaction costs, at acquisition date | $ 200 | ||||||
Revenue of acquiree since acquisition date | 53,000 | ||||||
Profit (loss) of acquiree since acquisition date | 15,500 | ||||||
Revenue of combined entity as if combination occurred at beginning of period | 339,400 | ||||||
Increase by revenue of acquire since acquisition date, | 16,500 | ||||||
Profit (loss) of combined entity as if combination occurred at beginning of period | (376,100) | ||||||
Increase by profit (loss) of acquire since acquisition date | $ (100) | ||||||
Aggregate purchase price | 16,147 | ||||||
Cash and cash equivalents recognised as of acquisition date | 14,100 | ||||||
Issuance of warrants | 2,349 | ||||||
Net identifiable assets and liabilities | 1,478 | ||||||
Goodwill | $ 14,669 | ||||||
Health Innovators Inc. | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Percentage of voting equity interests acquired | 80.00% | 80.00% | |||||
Cash paid, net of cash acquired | $ 6,600 | $ 4,000 | |||||
Number of instruments or interests issued or issuable (in shares) | shares | 247,112 | ||||||
Issuance of warrants | $ 56,700 | ||||||
Net identifiable assets and liabilities | $ 3,900 | ||||||
Indemnification assets, range of outcomes, value, low as of acquisition date | $ 4,000 | ||||||
Net asset, holding percentage at acquisition date | 100.00% | 100.00% | |||||
Fresno | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Cash paid, net of cash acquired | $ 25,700 | ||||||
Revenue of acquiree since acquisition date | $ 16,100 | ||||||
Profit (loss) of acquiree since acquisition date | 2,800 | ||||||
Revenue of combined entity as if combination occurred at beginning of period | 128,300 | ||||||
Profit (loss) of combined entity as if combination occurred at beginning of period | 179,400 | ||||||
Aggregate purchase price | 25,671 | $ 25,700 | |||||
Net identifiable assets and liabilities | 7,900 | ||||||
Liabilities incurred | 700 | ||||||
Revenue attributable period | 10 years | ||||||
Royalty rate of percentage at acquisition date | 0.50% | ||||||
Discount rate of percentage at acquisition date | 10.00% | ||||||
Expected replacement cost period | 2 years | ||||||
Goodwill | $ 17,771 | ||||||
Increase by revenue of acquire since acquisition date | 49,000 | ||||||
Decrease By Profit (loss) of acquiree since acquisition date | $ 4,000 |
Acquisitions - Acquisition Date
Acquisitions - Acquisition Date Fair Value (Details) - Higi SH Holdings Inc. $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disclosure of detailed information about business combination [line items] | |
Carrying value of existing equity interest | $ 11,274 |
Gain on remeasurement of existing equity interest | 10,495 |
Fair value of non-controlling interest | 64,274 |
Acquisition date fair value of Higi | 86,043 |
Accounts receivable | 2,314 |
Property, plant and equipment | 17,618 |
License arrangements | 2,650 |
Trade names | 3,100 |
Developed technology | 5,900 |
Deferred tax liability | (730) |
Other assets and liabilities, net | (5,983) |
Net assets acquired | 24,869 |
Goodwill | $ 61,174 |
Acquisitions Estimated Fair Val
Acquisitions Estimated Fair Value of Assets Acquired (Details) - Meritage Medical Network $ in Thousands | Apr. 01, 2021USD ($) |
Disclosure of detailed information about business combination [line items] | |
Cash paid, net of cash acquired | $ 13,798 |
Issuance of warrants | 2,349 |
Aggregate purchase price | 16,147 |
Accounts receivable | 751 |
Customer relationships | 11,600 |
Claims payable | (13,436) |
Deferred tax liability | (2,610) |
Other assets and liabilities, net | (817) |
Net identifiable assets and liabilities | 1,478 |
Goodwill | 14,669 |
Physician network | |
Disclosure of detailed information about business combination [line items] | |
Intangible assets | 3,500 |
Trade names | |
Disclosure of detailed information about business combination [line items] | |
Intangible assets | 1,900 |
Licenses | |
Disclosure of detailed information about business combination [line items] | |
Intangible assets | $ 590 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value of Assets Acquired of Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2020 |
Disclosure of detailed information about business combination [line items] | |||
Right-of-use assets | $ 7,844 | $ 2,572 | |
Fresno | |||
Disclosure of detailed information about business combination [line items] | |||
Intangible assets | $ 7,900 | ||
Right-of-use assets | 153 | ||
Lease liability | 153 | ||
Net identifiable assets and liabilities | 7,900 | ||
Goodwill | 17,771 | ||
Aggregate purchase price | $ 25,700 | $ 25,671 |
Disposals of Subsidiaries - Nar
Disposals of Subsidiaries - Narrative (Details) $ in Millions | Jan. 14, 2021CAD ($) |
Discontinued operations | |
Disclosure of detailed information about business combination [line items] | |
Consideration received consisting of repayment of borrowings | $ 3.5 |
Disposals of Subsidiaries - Eff
Disposals of Subsidiaries - Effect of Disposal (Details) $ in Thousands, $ in Millions | Jan. 14, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Disclosure of detailed information about business combination [line items] | ||||
Cash and cash equivalents | $ (262,581) | $ (101,757) | ||
Prepayments and contract assets | (26,000) | (8,841) | ||
Property, plant and equipment | (24,990) | (1,334) | $ (1,801) | |
Right-of-use assets | (7,844) | (2,572) | ||
Trade and other receivables | (24,119) | (13,525) | ||
Accruals and provisions | 36,366 | 15,409 | ||
Lease liabilities | 8,442 | 2,011 | ||
Borrowings | 168,786 | 70,357 | $ 0 | |
Trade and other payables | 22,686 | $ 7,745 | ||
Disposal Groups Classified As Held For Sale | Discontinued operations | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash and cash equivalents | (57) | |||
Prepayments and contract assets | (1,322) | |||
Property, plant and equipment | (922) | |||
Right-of-use assets | (797) | |||
Trade and other receivables | (619) | |||
Accruals and provisions | 658 | |||
Lease liabilities | 837 | |||
Borrowings | 3,075 | |||
Trade and other payables | 588 | |||
Net assets and liabilities derecognized | 1,441 | |||
Consideration received | $ 1.8 | 2,344 | ||
Working capital adjustment | 132 | |||
Gain on disposal | $ 3,917 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||||
Revenue from contracts with customers | $ 322,921 | $ 79,272 | [1] | $ 16,034 | [1] |
Value-based care | |||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||||
Revenue from contracts with customers | 220,852 | 26,038 | 0 | ||
Software licensing | |||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||||
Revenue from contracts with customers | 60,052 | 24,603 | 2,002 | ||
Clinical services | |||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||||
Revenue from contracts with customers | $ 42,017 | $ 28,631 | $ 14,032 | ||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from contracts with customers [Abstract] | |
Upfront payment on license and support agreement | $ 66.9 |
Post contract support period | 24 months |
Right to access enhancements period | 7 years |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from contracts with customers [Abstract] | |||
Trade receivables (Note 20) | $ 8,278 | $ 4,674 | |
Contract assets (Note 20) | 4,484 | 2,378 | $ 1,541 |
Contract liabilities (Note 8 iii) | $ 94,182 | $ 76,018 | $ 81,584 |
Revenue - Revenue to Be Recogni
Revenue - Revenue to Be Recognized (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Disclosure of transaction price allocated to remaining performance obligations [line items] | |
Transaction price allocated to remaining performance obligations | $ 94,182 |
2022 | |
Disclosure of transaction price allocated to remaining performance obligations [line items] | |
Transaction price allocated to remaining performance obligations | 23,786 |
2023 | |
Disclosure of transaction price allocated to remaining performance obligations [line items] | |
Transaction price allocated to remaining performance obligations | 18,918 |
2024 | |
Disclosure of transaction price allocated to remaining performance obligations [line items] | |
Transaction price allocated to remaining performance obligations | 19,349 |
2025 | |
Disclosure of transaction price allocated to remaining performance obligations [line items] | |
Transaction price allocated to remaining performance obligations | 17,852 |
2026 and beyond | |
Disclosure of transaction price allocated to remaining performance obligations [line items] | |
Transaction price allocated to remaining performance obligations | $ 14,277 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from contracts with customers [Abstract] | ||
Contract liabilities at beginning of period | $ 76,018 | $ 81,584 |
Amounts billed but not recognized | 61,176 | 18,080 |
Revenue recognized | (43,012) | (23,646) |
Contract liabilities at end of period | $ 94,182 | $ 76,018 |
Segment Information - Consolida
Segment Information - Consolidated Statements of Profit and Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of operating segments [line items] | |||||
Revenue | $ 322,921 | $ 79,272 | [1] | $ 16,034 | [1] |
Cost of care delivery | (289,672) | (67,254) | [1] | (19,810) | [1] |
Other operating income (expense) | (400,754) | (173,042) | (156,548) | ||
Change in fair value of warrant liabilities | 27,811 | 0 | [1] | 0 | [1] |
Exchange gain / (loss) | 868 | (2,836) | [1] | 17,075 | [1] |
Gain on sale of subsidiary | 3,917 | 0 | [1] | 0 | [1] |
Gain on remeasurement of equity interest | 10,495 | 0 | [1] | 0 | [1] |
Share of loss of equity-accounted investees | (2,602) | (1,124) | [1] | 0 | [1] |
Segment EBITDA | (327,016) | (164,984) | (143,249) | ||
Depreciation and amortization | (35,004) | (14,487) | (2,496) | ||
Operating loss | (402,509) | (175,511) | [1] | (162,820) | [1] |
Operating segment, excluding materially reconciling items | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 322,873 | 79,194 | 16,043 | ||
Operating segments | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 322,870 | 79,060 | 16,073 | ||
Cost of care delivery | (297,130) | (76,186) | (26,240) | ||
Other operating income (expense) | (392,528) | (158,942) | (148,508) | ||
Change in fair value of warrant liabilities | 27,811 | ||||
Exchange gain / (loss) | (265) | 17,217 | 16,815 | ||
Gain on sale of subsidiary | 2,687 | ||||
Gain on remeasurement of equity interest | 10,495 | ||||
Share of loss of equity-accounted investees | (2,602) | (1,124) | |||
Segment EBITDA | (328,662) | (139,975) | (141,860) | ||
Reconciliation adjustments | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 51 | 212 | (39) | ||
Cost of care delivery | 7,458 | 8,932 | 6,430 | ||
Other operating income (expense) | (8,226) | (14,100) | (8,040) | ||
Change in fair value of warrant liabilities | 0 | ||||
Exchange gain / (loss) | 1,133 | (20,053) | 260 | ||
Gain on sale of subsidiary | 1,230 | ||||
Gain on remeasurement of equity interest | 0 | ||||
Share of loss of equity-accounted investees | 0 | 0 | |||
Segment EBITDA | 1,646 | (25,009) | (1,389) | ||
Unallocated amounts | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 48 | 78 | (9) | ||
Inter-segment revenue | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 3 | 134 | (30) | ||
UK | Operating segment, excluding materially reconciling items | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 88,967 | 44,000 | 14,633 | ||
UK | Operating segments | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 91,172 | 45,194 | 18,714 | ||
Cost of care delivery | (41,542) | (34,600) | (25,707) | ||
Other operating income (expense) | (114,975) | (127,762) | (119,895) | ||
Change in fair value of warrant liabilities | 0 | ||||
Exchange gain / (loss) | (1,844) | 403 | 314 | ||
Gain on sale of subsidiary | 0 | ||||
Gain on remeasurement of equity interest | 0 | ||||
Share of loss of equity-accounted investees | 0 | 0 | |||
Segment EBITDA | (67,189) | (116,765) | (126,574) | ||
UK | Inter-segment revenue | |||||
Disclosure of operating segments [line items] | |||||
Revenue | (2,205) | (1,194) | (4,081) | ||
US | Operating segment, excluding materially reconciling items | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 232,296 | 32,226 | 0 | ||
US | Operating segments | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 228,332 | 29,132 | (2,669) | ||
Cost of care delivery | (253,998) | (34,381) | (160) | ||
Other operating income (expense) | (105,602) | (27,190) | (23,273) | ||
Change in fair value of warrant liabilities | 0 | ||||
Exchange gain / (loss) | 189 | (246) | (83) | ||
Gain on sale of subsidiary | 0 | ||||
Gain on remeasurement of equity interest | 0 | ||||
Share of loss of equity-accounted investees | (2,602) | 0 | |||
Segment EBITDA | (133,681) | (32,685) | (26,185) | ||
US | Inter-segment revenue | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 3,964 | 3,094 | 2,669 | ||
All other segments | Operating segment, excluding materially reconciling items | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 1,610 | 2,968 | 1,410 | ||
All other segments | Operating segments | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 3,366 | 4,734 | 28 | ||
Cost of care delivery | (1,590) | (7,205) | (373) | ||
Other operating income (expense) | (171,951) | (3,990) | (5,340) | ||
Change in fair value of warrant liabilities | 27,811 | ||||
Exchange gain / (loss) | 1,390 | 17,060 | 16,584 | ||
Gain on sale of subsidiary | 2,687 | ||||
Gain on remeasurement of equity interest | 10,495 | ||||
Share of loss of equity-accounted investees | 0 | (1,124) | |||
Segment EBITDA | (127,792) | 9,475 | 10,899 | ||
All other segments | Inter-segment revenue | |||||
Disclosure of operating segments [line items] | |||||
Revenue | $ (1,756) | $ (1,766) | $ 1,382 | ||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Segment Information - Major Cus
Segment Information - Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of operating segments [line items] | |||||
Revenue | $ 322,921 | $ 79,272 | [1] | $ 16,034 | [1] |
UK | |||||
Disclosure of operating segments [line items] | |||||
Percentage of revenue | 38.30% | 64.80% | |||
Revenue | $ 35,490 | $ 28,827 | 12,189 | ||
US | |||||
Disclosure of operating segments [line items] | |||||
Percentage of revenue | 61.10% | 34.50% | |||
Revenue | $ 232,708 | $ 32,689 | 0 | ||
Asia-Pacific | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 14,965 | 11,585 | 2,215 | ||
Canada | |||||
Disclosure of operating segments [line items] | |||||
Revenue | 38,705 | 3,207 | 564 | ||
Rest of World | |||||
Disclosure of operating segments [line items] | |||||
Revenue | $ 1,053 | $ 2,964 | $ 1,066 | ||
Customer 1 | |||||
Disclosure of operating segments [line items] | |||||
Percentage of revenue | 37.10% | 15.00% | 13.80% | ||
Revenue | $ 119,785 | $ 11,918 | $ 2,215 | ||
Customer 2 | |||||
Disclosure of operating segments [line items] | |||||
Percentage of revenue | 12.30% | 12.30% | 15.40% | ||
Revenue | $ 39,764 | $ 9,706 | $ 2,465 | ||
Customer 3 | |||||
Disclosure of operating segments [line items] | |||||
Percentage of revenue | 12.00% | 12.00% | 34.90% | ||
Revenue | $ 38,705 | $ 9,505 | $ 5,607 | ||
Customer 4 | |||||
Disclosure of operating segments [line items] | |||||
Percentage of revenue | 18.90% | ||||
Revenue | $ 14,937 | ||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Segment Information - Narrative
Segment Information - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of operating segments [line items] | ||
Non-current assets | $ 237,933 | $ 109,467 |
UK | ||
Disclosure of operating segments [line items] | ||
Percentage of revenue | 38.30% | 64.80% |
Non-current assets | $ 92,600 | $ 70,900 |
Trade receivables | $ 7,000 | $ 2,200 |
Percentage of receivables | 84.50% | 47.60% |
US | ||
Disclosure of operating segments [line items] | ||
Percentage of revenue | 61.10% | 34.50% |
Non-current assets | $ 147,800 | $ 37,800 |
Trade receivables | $ 900 | $ 2,300 |
Percentage of receivables | 11.00% | 50.10% |
Employee Benefits Expense - Sum
Employee Benefits Expense - Summary of Employee Benefit Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Analysis of income and expense [abstract] | |||
Wages and salaries | $ 148,728 | $ 108,018 | $ 57,388 |
Social security and pension contributions | 17,118 | 13,404 | 8,254 |
Share-based compensation | 46,307 | 9,557 | 7,966 |
Total | $ 212,153 | $ 130,979 | $ 73,608 |
Employee Benefits Expense - Nar
Employee Benefits Expense - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of attribution of expenses by nature to their function [line items] | |||
Employee benefits | $ 212,153 | $ 130,979 | $ 73,608 |
Capitalized employee costs | 34,000 | 43,000 | 36,000 |
Cost of sales | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Employee benefits | 62,300 | 34,500 | 3,700 |
Platform and Application Expense | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Employee benefits | 6,900 | 8,800 | 7,200 |
Research and Development Expense | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Employee benefits | 42,900 | 53,300 | 36,600 |
Selling, general and administrative expense | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Employee benefits | $ 100,095 | $ 34,362 | $ 26,020 |
Employee Benefits Expense - S_2
Employee Benefits Expense - Summary of Employees (Details) - employee | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of attribution of expenses by nature to their function [line items] | |||
Number of employees | 2,573 | 2,108 | 1,556 |
Engineers | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Number of employees | 427 | 515 | 670 |
Sales & marketing | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Number of employees | 89 | 88 | 108 |
Finance, HR & legal | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Number of employees | 242 | 146 | 178 |
Clinical operations | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Number of employees | 856 | 586 | 476 |
Clinicians | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||
Number of employees | 959 | 773 | 124 |
Platform & Application Expens_2
Platform & Application Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Platform & Application Expenses [Abstract] | |||
Employee benefits | $ 6,873 | $ 8,800 | $ 7,225 |
Depreciation and amortization | 16,842 | 11,088 | 1,182 |
IT and hosting costs | 14,760 | 8,660 | 6,621 |
Contractors and consultants expense | 1,941 | 3,010 | 7,381 |
Impairment | 941 | 6,436 | 0 |
Other | 1,472 | 143 | 1,160 |
Total | $ 42,829 | $ 38,137 | $ 23,569 |
Research & Development Expens_2
Research & Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Analysis of income and expense [abstract] | |||||
Employee benefits | $ 42,877 | $ 53,332 | $ 36,630 | ||
Contractors and consultants expense | 3,917 | 645 | 14,752 | ||
Other | 740 | 734 | (177) | ||
Total | $ 47,534 | $ 54,711 | [1] | $ 51,205 | [1] |
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Sales, General & Administrati_3
Sales, General & Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Employee benefits | $ 212,153 | $ 130,979 | $ 73,608 | ||
Depreciation and amortization | 35,004 | 14,487 | 2,496 | ||
Sales, general & administrative expenses | 196,673 | 94,681 | [1] | 84,270 | [1] |
Selling, general and administrative expense | |||||
Disclosure of attribution of expenses by nature to their function [line items] | |||||
Employee benefits | 100,095 | 34,362 | 26,020 | ||
Professional fees | 19,200 | 8,645 | 4,469 | ||
IT and hosting costs | 16,430 | 11,559 | 9,988 | ||
Depreciation and amortization | 16,222 | 3,399 | 1,315 | ||
Marketing | 9,982 | 6,575 | 7,691 | ||
Insurance | 9,598 | 4,172 | 2,444 | ||
Contractors and consultants expense | 7,425 | 2,501 | 7,008 | ||
Staffing, training and recruitment | 6,321 | 3,494 | 6,393 | ||
Property related expenses | 5,677 | 8,651 | 10,214 | ||
Local taxes | 2,311 | 2,359 | 2,321 | ||
Office and clinical supplies | 1,119 | 2,120 | 2,362 | ||
Other | $ 2,293 | $ 6,844 | $ 4,045 | ||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Finance Income and Costs (Detai
Finance Income and Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Finance Income and Costs [Abstract] | |||||
Finance costs | $ 14,291 | $ 4,530 | [1] | $ 1,116 | [1] |
Finance income | 326 | 610 | [1] | 1,015 | [1] |
Change in fair value of warrant liabilities | 27,811 | 0 | [1] | 0 | [1] |
Exchange Gain / (Loss) | 868 | (2,836) | 17,075 | ||
Finance Income (Loss), Net | 14,714 | (6,756) | 16,974 | ||
Interest expense | 10,234 | 252 | 851 | ||
Interest expense on lease liabilities | 617 | 572 | 265 | ||
Interest expense on other financial liabilities | 3,440 | 3,706 | 0 | ||
Finance costs | $ (14,291) | $ (4,530) | [1] | $ (1,116) | [1] |
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Recapitalization Transaction _3
Recapitalization Transaction Expense - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disclosure of detailed information about business combination [line items] | ||||||
Issuance of shares | $ 11,907 | $ 377,273 | ||||
Recapitalization transaction expense | $ 148,700 | $ 148,722 | $ 0 | [1] | $ 0 | [1] |
Alkuri Global Acquisition Corp | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Net identifiable assets and liabilities | 5,310 | |||||
Recapitalization transaction expense | 148,498 | |||||
Alkuri Global Acquisition Corp | PIPE Investors | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Issuance of shares | $ 224,224 | |||||
Share issued, price per share (in usd per share) | $ 10.01 | |||||
Net identifiable assets and liabilities | $ 224,000 | |||||
Recapitalization transaction expense | 148,722 | |||||
IFRS 2 Expense on the closing date | 224 | |||||
Alkuri Global Acquisition Corp | Class A ordinary shares | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Issuance of shares | $ 153,808 | |||||
Share price (in usd per share) | $ 10.01 | |||||
Alkuri Global Acquisition Corp | Warrant | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Issuance of shares | $ 31,009 | |||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Recapitalization Transaction _4
Recapitalization Transaction Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 21, 2021 | Jun. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 22, 2021 | ||
Disclosure of detailed information about business combination [line items] | ||||||||
Issuance of shares | $ 11,907 | $ 377,273 | ||||||
Number of securities called by warrants (in shares) | 14,558,333 | |||||||
Recapitalization transaction expense | $ 148,700 | $ 148,722 | 0 | [1] | 0 | [1] | ||
Total cash proceeds received | 229,311 | |||||||
Expense of share issue | (32,787) | |||||||
Proceeds from issuance of share capital | $ 229,300 | 229,311 | $ 12,096 | $ 320,334 | ||||
Alkuri Global Acquisition Corp | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Net identifiable assets and liabilities | 5,310 | |||||||
Recapitalization transaction expense | $ 148,498 | |||||||
Alkuri Global Acquisition Corp | PIPE Investors | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Number of shares issued (in shares) | 22,400,000 | |||||||
Share issued, price per share (in usd per share) | $ 10.01 | |||||||
Issuance of shares | $ 224,224 | |||||||
Net identifiable assets and liabilities | 224,000 | |||||||
Recapitalization transaction expense | 148,722 | |||||||
IFRS 2 Expense on the closing date | 224 | |||||||
Proceeds from issuance of share capital | $ 196,524 | |||||||
Alkuri Global Acquisition Corp | Public Warrants | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Number of securities called by warrants (in shares) | 8,625,000 | |||||||
Share price (in usd per share) | $ 2.13 | |||||||
Alkuri Global Acquisition Corp | Private Placement Warrants | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Number of securities called by warrants (in shares) | 5,933,333 | |||||||
Share price (in usd per share) | $ 2.13 | |||||||
Alkuri Global Acquisition Corp | Warrant | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Issuance of shares | $ 31,009 | |||||||
Alkuri Global Acquisition Corp | Ordinary share capital | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Number of shares issued (in shares) | 12,267,653 | |||||||
Share issued, price per share (in usd per share) | $ 10.01 | |||||||
Issuance of shares | $ 122,799 | |||||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Taxation - Recognized in the Co
Taxation - Recognized in the Consolidated Statement of Profit and Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Current tax | |||||
Current tax on loss for the period | $ 801 | $ 569 | $ (3,457) | ||
Adjustments to tax in respect of previous periods | 31 | 4,070 | (2,102) | ||
Total current tax | 832 | 4,639 | (5,559) | ||
Deferred tax | |||||
Origination and reversal of timing differences | (2,306) | 0 | 0 | ||
Total deferred tax | (2,306) | 0 | 0 | ||
Tax benefit / (provision) | $ (1,474) | $ 4,639 | [1] | $ (5,559) | [1] |
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Taxation - Analysis of Tax Reco
Taxation - Analysis of Tax Recognized in the Consolidated Statement of Profit and Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Major components of tax expense (income) [abstract] | |||||
Loss before tax | $ (375,985) | $ (183,391) | [1] | $ (145,846) | [1] |
Tax on loss on ordinary activities | (71,437) | (34,844) | (27,711) | ||
State and local income taxes, net of federal benefit | (320) | 0 | 0 | ||
Benefit of foreign operations | (218) | 0 | 0 | ||
Deferred tax not recognized | 38,563 | 31,271 | 25,552 | ||
Expenses not deductible for tax purposes | 33,512 | 4,142 | 187 | ||
Non-taxable income | (11,003) | 0 | 0 | ||
Change in fair value of warrants | 8,903 | 0 | 0 | ||
Tax arising on share in associates | 495 | 0 | 0 | ||
Adjustments to tax in respect of previous periods | 31 | 4,070 | (2,102) | ||
All other, net | 0 | 0 | (1,485) | ||
Tax (benefit) provision | $ (1,474) | $ 4,639 | [1] | $ (5,559) | [1] |
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Taxation - Narrative (Details)
Taxation - Narrative (Details) - USD ($) $ in Millions | Mar. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Income Taxes [Line Items] | |||
Unrecognized deferred tax assets | $ 179.3 | $ 80.8 | |
Effective From April 1, 2017 | |||
Disclosure Of Income Taxes [Line Items] | |||
Applicable tax rate | 19.00% | ||
Effective From April 1, 2020 | |||
Disclosure Of Income Taxes [Line Items] | |||
Applicable tax rate | 17.00% | ||
Effective For April 1, 2020 & 2021 | |||
Disclosure Of Income Taxes [Line Items] | |||
Applicable tax rate | 19.00% | ||
Changes in tax rates or tax laws enacted or announced | Effective From April 1, 2023 | |||
Disclosure Of Income Taxes [Line Items] | |||
Applicable tax rate | 25.00% |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | $ 1,334 | $ 1,801 |
Ending balance | 24,990 | 1,334 |
Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 3,040 | 2,853 |
Additions | 8,103 | 719 |
Reclassification into available-for-sale financial assets | 621 | |
Acquisitions through business combinations | 17,764 | |
Effect of movements in foreign exchange | (210) | 89 |
Ending balance | 28,697 | 3,040 |
Depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | (1,706) | (1,052) |
Depreciation expense | 2,086 | 934 |
Effect of movements in foreign exchange | (85) | (280) |
Ending balance | (3,707) | (1,706) |
Computer Equipment | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 1,284 | 1,472 |
Ending balance | 2,933 | 1,284 |
Computer Equipment | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 2,860 | 2,463 |
Additions | 2,830 | 308 |
Reclassification into available-for-sale financial assets | 0 | |
Acquisitions through business combinations | 105 | |
Effect of movements in foreign exchange | (107) | 89 |
Ending balance | 5,688 | 2,860 |
Computer Equipment | Depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | (1,576) | (991) |
Depreciation expense | 1,255 | 931 |
Effect of movements in foreign exchange | (76) | (346) |
Ending balance | (2,755) | (1,576) |
Fixtures and Fittings | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 50 | 329 |
Ending balance | 5,189 | 50 |
Fixtures and Fittings | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 180 | 390 |
Additions | 5,273 | 411 |
Reclassification into available-for-sale financial assets | 621 | |
Acquisitions through business combinations | 41 | |
Effect of movements in foreign exchange | (103) | 0 |
Ending balance | 5,391 | 180 |
Fixtures and Fittings | Depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | (130) | (61) |
Depreciation expense | 81 | 3 |
Effect of movements in foreign exchange | (9) | 66 |
Ending balance | (202) | (130) |
Deployed Machinery | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 0 | 0 |
Ending balance | 16,868 | 0 |
Deployed Machinery | Cost | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 0 | 0 |
Additions | 0 | 0 |
Reclassification into available-for-sale financial assets | 0 | |
Acquisitions through business combinations | 17,618 | |
Effect of movements in foreign exchange | 0 | 0 |
Ending balance | 17,618 | 0 |
Deployed Machinery | Depreciation | ||
Reconciliation of changes in property, plant and equipment [abstract] | ||
Beginning balance | 0 | 0 |
Depreciation expense | 750 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Ending balance | $ (750) | $ 0 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Goodwill and Intangible Assets Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | $ (78,853) | $ (43,751) |
Intangible assets and goodwill at end of period | 111,421 | 78,853 |
Goodwill | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (17,832) | (61) |
Intangible assets and goodwill at end of period | 93,678 | 17,832 |
Development Costs | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (50,781) | (14,878) |
Intangible assets and goodwill at end of period | 69,632 | 50,781 |
Intangibles under Development | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (21,138) | (28,873) |
Intangible assets and goodwill at end of period | 21,868 | 21,138 |
Customer Relationships | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (2,255) | 0 |
Intangible assets and goodwill at end of period | 11,020 | 2,255 |
Trademarks | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (3,217) | 0 |
Intangible assets and goodwill at end of period | 4,767 | 3,217 |
Physician Networks | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (1,462) | 0 |
Intangible assets and goodwill at end of period | 3,937 | 1,462 |
Licenses | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Intangible assets and goodwill at end of period | 197 | 0 |
Cost | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (98,100) | (44,431) |
Acquisitions through business combinations | 29,240 | 7,900 |
Additions | 33,999 | 43,967 |
Transfers | 0 | 0 |
Effect of movements in foreign exchange | 1,525 | (1,802) |
Intangible assets and goodwill at end of period | 159,814 | 98,100 |
Cost | Goodwill | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (17,832) | (61) |
Acquisitions through business combinations | 75,846 | 17,771 |
Additions | 0 | 0 |
Transfers | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | 93,678 | 17,832 |
Cost | Development Costs | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (69,062) | (15,558) |
Acquisitions through business combinations | 8,550 | 0 |
Additions | 0 | 940 |
Transfers | 33,056 | 51,932 |
Effect of movements in foreign exchange | 1,312 | (632) |
Intangible assets and goodwill at end of period | 109,356 | 69,062 |
Cost | Intangibles under Development | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (21,138) | (28,873) |
Acquisitions through business combinations | 0 | 0 |
Additions | 33,999 | 43,027 |
Transfers | (33,056) | (51,932) |
Effect of movements in foreign exchange | 213 | (1,170) |
Intangible assets and goodwill at end of period | 21,868 | 21,138 |
Cost | Customer Relationships | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (3,100) | 0 |
Acquisitions through business combinations | 11,600 | 3,100 |
Additions | 0 | 0 |
Transfers | 0 | |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | 14,700 | 3,100 |
Cost | Trademarks | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (3,300) | 0 |
Acquisitions through business combinations | 5,000 | 3,300 |
Additions | 0 | 0 |
Transfers | 0 | |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | 8,300 | 3,300 |
Cost | Physician Networks | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | (1,500) | 0 |
Acquisitions through business combinations | 3,500 | 1,500 |
Additions | 0 | 0 |
Transfers | 0 | |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | 5,000 | 1,500 |
Cost | Licenses | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Acquisitions through business combinations | 590 | 0 |
Additions | 0 | 0 |
Transfers | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | 590 | 0 |
Amortization and impairment | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 19,247 | 680 |
Amortization for the year | 28,990 | 11,123 |
Impairment charge | 941 | 6,436 |
Effect of movements in foreign exchange | (785) | 1,008 |
Intangible assets and goodwill at end of period | (48,393) | (19,247) |
Amortization and impairment | Goodwill | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Amortization for the year | 0 | 0 |
Impairment charge | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | 0 | 0 |
Amortization and impairment | Development Costs | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 18,281 | 680 |
Amortization for the year | 21,287 | 10,157 |
Impairment charge | 941 | 6,436 |
Effect of movements in foreign exchange | (785) | 1,008 |
Intangible assets and goodwill at end of period | (39,724) | (18,281) |
Amortization and impairment | Intangibles under Development | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Amortization for the year | 0 | 0 |
Impairment charge | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | 0 | 0 |
Amortization and impairment | Customer Relationships | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 845 | 0 |
Amortization for the year | 2,835 | 845 |
Impairment charge | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | (3,680) | (845) |
Amortization and impairment | Trademarks | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 83 | 0 |
Amortization for the year | 3,450 | 83 |
Impairment charge | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | (3,533) | (83) |
Amortization and impairment | Physician Networks | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 38 | 0 |
Amortization for the year | 1,025 | 38 |
Impairment charge | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | (1,063) | (38) |
Amortization and impairment | Licenses | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Intangible assets and goodwill at beginning of period | 0 | 0 |
Amortization for the year | 393 | 0 |
Impairment charge | 0 | 0 |
Effect of movements in foreign exchange | 0 | 0 |
Intangible assets and goodwill at end of period | $ (393) | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Terminal value Growth Rate | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Terminal growth value (as a percent) | 3.00% | |
Possible change in terminal growth rate 1 (as a percent) | 2.75% | |
Possible change in fair value due to change in terminal value 1 | $ 1,300 | |
Possible change in terminal growth rate 2 (as a percent) | 2.50% | |
Possible change in fair value due to change in terminal value 2 | $ 3,200 | |
Discount rate, measurement input [member] | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Discount rate (as a percent) | 14.50% | |
Possible change in discount rate 1 (as a percent) | 15.00% | |
Possible change in fair value due to change in discount rate 1 | $ 4,800 | |
Possible change in discount rate 2 (as a percent) | 15.50% | |
Possible change in fair value due to change in discount rate 2 | $ 9,200 | |
Cost | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Acquisitions through business combinations | 29,240 | $ 7,900 |
Transfers | 0 | 0 |
Cost | Goodwill | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Acquisitions through business combinations | 75,846 | 17,771 |
Transfers | 0 | 0 |
Cost | Development Costs | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Acquisitions through business combinations | 8,550 | 0 |
Transfers | 33,056 | 51,932 |
Amortization and impairment | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Impairment charge | (941) | (6,436) |
Amortization and impairment | Goodwill | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Impairment charge | 0 | 0 |
Amortization and impairment | Development Costs | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Impairment charge | $ (941) | $ (6,436) |
Investments in Subsidiaries a_3
Investments in Subsidiaries and Associates - Schedule of Ownership Percentage (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Babylon Partners Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Healthcare Services Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Rwanda Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Inc. | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Health Canada Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 0.00% | 100.00% |
Babylon Liberty Corp. | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 0.00% |
Babylon Malaysia SDN BHD | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon International Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Health Ireland Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Singapore PTE Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Health Innovators Inc. | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 70.10% |
Babylon Acquisition Corp. | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 0.00% | 100.00% |
Babylon Technology LTDA | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Higi SH Holdings Inc. | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 19.00% |
Babylon Healthcare Inc. | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Healthcare NJ, PC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Healthcare, PLLC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Medical Group (formerly Marcus Zachary DO), PC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
California Telemedicine Associates, PC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Telemedicine Associates, P.C. | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Healthcare, PC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 100.00% |
Babylon Healthcare NC, PC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 0.00% | 100.00% |
Babylon Healthcare, PA | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 0.00% |
Meritage Medical Network | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 0.00% |
Meritage Health Ventures, LLC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 0.00% |
Meritage Health Plan | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 0.00% |
Meritage Management, LLC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 0.00% |
Higi SH LLC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 19.00% |
Higi Health Holdings LLC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 0.00% |
Higi SH Canada ULC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 19.00% |
Higi Health LLC | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 51.00% | 0.00% |
Health Innovators Limited | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 100.00% | 70.10% |
DTDHI Health India PVT Ltd | ||
Disclosure of information about unconsolidated subsidiaries [line items] | ||
Ownership (as a percent) | 97.80% | 68.60% |
Investments in Subsidiaries a_4
Investments in Subsidiaries and Associates - Professional Service Corporations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | [1] | ||
Disclosure of information about unconsolidated structured entities controlled by investment entity [line items] | |||||
Total assets | $ 554,632 | $ 238,814 | |||
Total liabilities | 389,361 | 190,455 | |||
Revenue | 322,921 | 79,272 | [1] | $ 16,034 | |
Cost of care delivery | (289,672) | (67,254) | [1] | (19,810) | |
Sales, general & administrative expenses | (196,673) | (94,681) | [1] | $ (84,270) | |
Professional Service Corporations | |||||
Disclosure of information about unconsolidated structured entities controlled by investment entity [line items] | |||||
Total assets | 104,703 | 35,535 | |||
Total liabilities | 168,240 | 42,699 | |||
Revenue | 154,508 | 17,436 | |||
Cost of care delivery | (155,191) | (20,175) | |||
Sales, general & administrative expenses | $ (55,006) | $ (3,799) | |||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Trade and Other Receivables, _3
Trade and Other Receivables, Prepayments and Contract Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Current trade receivables | $ 8,278 | $ 4,674 |
Other current receivables | 13,796 | 8,914 |
Current prepayments | 21,516 | 6,463 |
Current contract assets | 4,484 | 2,378 |
Current value added tax receivables | 2,045 | |
Current value added tax payables | (63) | |
Trade and other receivables | $ 50,119 | $ 22,366 |
Trade and Other Receivables, _4
Trade and Other Receivables, Prepayments and Contract Assets - Narrative (Details) $ in Millions | Dec. 31, 2020USD ($) |
Subclassifications of assets, liabilities and equities [abstract] | |
Immaterial trade receivable | $ 0 |
Trade and Other Receivables, _5
Trade and Other Receivables, Prepayments and Contract Assets - Changes in Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract Assets [Roll Forward] | ||
Contract assets at beginning of period | $ 2,378 | $ 1,541 |
Revenues recognized but not billed | 3,444 | 1,511 |
Amounts reclassified to trade receivable | (1,338) | (674) |
Contract assets at end of period | $ 4,484 | $ 2,378 |
Trade and Other Payables, Acc_3
Trade and Other Payables, Accruals and Provisions (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Trade payables | $ 17,178 | $ 3,739 |
Accruals | 36,366 | 15,409 |
Provisions | 490 | 3,227 |
Taxation and Social Security | 4,039 | 4,006 |
Employee loans | 1,193 | 0 |
Other | 276 | 0 |
Trade and other current payables | $ 59,542 | $ 26,381 |
Deferred Grant Income (Details)
Deferred Grant Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Grants [Roll Forward] | ||
Deferred grant income beginning balance | $ 7,488 | $ 0 |
Grants related to prior years | 0 | 3,173 |
Grants received in 2020 | 2,769 | 4,315 |
Grant income recognized | (1,959) | 0 |
Adjustment, net | 146 | 0 |
Deferred grant income endingng balance | $ 8,444 | $ 7,488 |
Claims Payable (Details)
Claims Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Analysis of income and expense [abstract] | ||
Claims payable begging balance | $ 3,890 | $ 0 |
Claims expense | 216,791 | 24,146 |
Claims paid | (196,053) | (21,137) |
Adjustment, net | 0 | 881 |
Claims payable ending balance | $ 24,628 | $ 3,890 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents [abstract] | ||
Cash in hand and at banks | $ 262,276 | $ 97,757 |
Short term investment funds | 0 | 4,000 |
Restricted cash | 305 | 0 |
Cash and cash equivalents | $ 262,581 | $ 101,757 |
Leases - Right-of-Use Asset, Am
Leases - Right-of-Use Asset, Amortization And Net Book Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net book value | ||
Beginning balance, net book value | $ 2,572 | |
Ending balance, net book value | 7,844 | $ 2,572 |
Buildings | ||
Right-of-use asset | ||
Beginning balance, right-of-use assets | 8,157 | 6,501 |
Additions to right-of-use-assets | 11,399 | 2,300 |
Disposals | (4,291) | |
Reclassification to assets held for sale | (872) | |
Effect of change in foreign currency | (166) | 228 |
Ending balance, right-of-use assets | 15,099 | 8,157 |
Amortization | ||
Beginning balance, amortization | 3,643 | 1,272 |
Amortization charge for the year | 3,929 | 2,430 |
Disposals | (4,291) | |
Reclassification to assets held for sale | (243) | |
Effect of change in foreign currency | (25) | 184 |
Ending balance, amortization | 3,256 | 3,643 |
Net book value | ||
Beginning balance, net book value | 4,514 | 5,229 |
Ending balance, net book value | $ 11,843 | $ 4,514 |
Leases - Lease Liability (Detai
Leases - Lease Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Presentation of leases for lessee [abstract] | |||
Beginning balance, lease liabilities | $ 4,499 | $ 3,583 | |
Additions to lease liabilities | 11,826 | 2,362 | |
Interest expense on lease liabilities | 617 | 572 | $ 265 |
Payments on leases | (4,156) | (1,541) | |
Reclassification to liabilities associated with the assets held for sale | 0 | (607) | |
Effect of change in foreign currency | (154) | 130 | |
Ending balance, lease liabilities | $ 12,632 | $ 4,499 | $ 3,583 |
Leases - Recognized in the Cons
Leases - Recognized in the Consolidated Statement of Profit and Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Presentation of leases for lessee [abstract] | |||
Depreciation expense on right-of-use assets | $ 3,929 | $ 2,430 | $ 1,272 |
Interest expense on lease liabilities | 617 | 572 | 265 |
Expenses relating to short term leases | 2,489 | 4,756 | 6,127 |
Profit and loss impact | $ 7,035 | $ 7,758 | $ 7,664 |
Leases - Undiscounted Maturitie
Leases - Undiscounted Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of amounts to be recovered or settled after twelve months for classes of assets and liabilities that contain amounts to be recovered or settled both no more and more than twelve months after reporting date [line items] | ||
Undiscounted maturities of lease liabilities | $ 15,935 | $ 5,859 |
Less than one year | ||
Disclosure of amounts to be recovered or settled after twelve months for classes of assets and liabilities that contain amounts to be recovered or settled both no more and more than twelve months after reporting date [line items] | ||
Undiscounted maturities of lease liabilities | 4,595 | 2,348 |
One to two years | ||
Disclosure of amounts to be recovered or settled after twelve months for classes of assets and liabilities that contain amounts to be recovered or settled both no more and more than twelve months after reporting date [line items] | ||
Undiscounted maturities of lease liabilities | 5,612 | 684 |
Two to three years | ||
Disclosure of amounts to be recovered or settled after twelve months for classes of assets and liabilities that contain amounts to be recovered or settled both no more and more than twelve months after reporting date [line items] | ||
Undiscounted maturities of lease liabilities | 4,290 | 598 |
Three to four years | ||
Disclosure of amounts to be recovered or settled after twelve months for classes of assets and liabilities that contain amounts to be recovered or settled both no more and more than twelve months after reporting date [line items] | ||
Undiscounted maturities of lease liabilities | 362 | 572 |
Four to five years | ||
Disclosure of amounts to be recovered or settled after twelve months for classes of assets and liabilities that contain amounts to be recovered or settled both no more and more than twelve months after reporting date [line items] | ||
Undiscounted maturities of lease liabilities | 371 | 375 |
More than five years | ||
Disclosure of amounts to be recovered or settled after twelve months for classes of assets and liabilities that contain amounts to be recovered or settled both no more and more than twelve months after reporting date [line items] | ||
Undiscounted maturities of lease liabilities | $ 705 | $ 1,282 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | |
Presentation of leases for lessee [abstract] | ||
Initial term of the lease | 39 months | |
Annual lease rent | $ 4,900 | |
Rent free period | 12 months | |
Weighted-average rate | 12.00% |
Loans and Borrowings - Non-Curr
Loans and Borrowings - Non-Current and Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about borrowings [line items] | ||
Non-current liabilities | $ 168,601 | $ 0 |
Current liabilities | 185 | 70,357 |
Unamortized fair value adjustment, discount, and debt issuance costs | ||
Disclosure of detailed information about borrowings [line items] | ||
Non-current liabilities | (31,399) | 0 |
Loan Notes | Cost | ||
Disclosure of detailed information about borrowings [line items] | ||
Non-current liabilities | 200,000 | 0 |
Convertible Loan Notes | Cost | ||
Disclosure of detailed information about borrowings [line items] | ||
Current liabilities | 0 | 70,000 |
Other Borrowings | Cost | ||
Disclosure of detailed information about borrowings [line items] | ||
Current liabilities | $ 185 | $ 357 |
Loans and Borrowings - Narrativ
Loans and Borrowings - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2021USD ($)$ / sharesshares | Nov. 04, 2021USD ($) | Oct. 21, 2021USD ($) | Oct. 08, 2021USD ($)shares | Aug. 18, 2021USD ($) | Jul. 15, 2021USD ($) | Jun. 30, 2021USD ($)shares | Nov. 12, 2020USD ($) | Nov. 04, 2024 | Nov. 04, 2022 | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Nov. 04, 2026 | Nov. 04, 2023 | Jan. 01, 2024medicaidLife | Nov. 04, 2026 |
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instrument interest rate | 50.00% | 50.00% | |||||||||||||||
Proceeds from issuance of notes and warrants | $ 270,563 | $ 0 | $ 0 | ||||||||||||||
Repayments of borrowings, and transaction expenses | $ 32,100 | ||||||||||||||||
Debt instrument, payment frequency, term | 6 months | ||||||||||||||||
Interest expense on borrowings | 1,400 | 200 | |||||||||||||||
Interest payable | 2,500 | $ 0 | |||||||||||||||
Forecast | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instrument, interest rate stated percentage | 104.00% | ||||||||||||||||
Unsecured Notes due 2026 | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instruments issued | $ 200,000 | ||||||||||||||||
Unsecured Notes | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instruments issued | $ 100,000 | $ 200,000 | $ 50,000 | $ 3,400 | |||||||||||||
Debt discount percentage | 95.50% | 4.00% | |||||||||||||||
Debt instrument, basis rate | 650.00% | ||||||||||||||||
Debt instrument, term | 5 years | 1 year | |||||||||||||||
Debt instrument, redemption price, percentage | 100.00% | ||||||||||||||||
Proceeds from issuance of notes and warrants | $ 7,200 | ||||||||||||||||
Debt instrument, step-up margin, target number of Medicaid Lives to value-based care contracts | medicaidLife | 100,000 | ||||||||||||||||
Unsecured Notes | Forecast | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instrument, interest rate stated percentage | 107.00% | ||||||||||||||||
Second Note Subscription Agreement | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instrument, interest rate stated percentage | 100.00% | ||||||||||||||||
VNV Loan | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instruments issued | $ 15,000 | ||||||||||||||||
Debt instrument interest rate | 14.00% | ||||||||||||||||
Convertible Loan Note Agreement | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Borrowing capacity | $ 200,000 | ||||||||||||||||
Share capital | 1 | ||||||||||||||||
Convertible Loan Note Agreement | Tranche 1 Notes | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Borrowing capacity | 30,000 | ||||||||||||||||
Convertible Loan Note Agreement | Tranche 2 Notes | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Borrowing capacity | 70,000 | ||||||||||||||||
VNV Loan Agreement | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt discount percentage | 10.00% | ||||||||||||||||
Debt instruments non-cash conversion | $ 8,000 | ||||||||||||||||
GHE | Tranche 1 Notes | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Issue of convertible instruments | $ 30,000 | ||||||||||||||||
Debt of issuance to redemption or conversion percentage | 11.00% | ||||||||||||||||
Class A ordinary shares | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Number of shares issued (in shares) | shares | 1,757,499 | 333,925,000 | 0 | ||||||||||||||
Warrant exercised shares (in shares) | shares | 1,757,499 | ||||||||||||||||
Warrant exercise price per share (in usd per share) | $ / shares | $ 15 | ||||||||||||||||
Redemption price per share (in usd per share) | $ / shares | $ 15 | ||||||||||||||||
Class A ordinary shares | Second Note Subscription Agreement | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Number of shares issued (in shares) | shares | 878,750 | ||||||||||||||||
C Preference Shares | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt converted in preference shares (in shares) | shares | 41,012,358 | ||||||||||||||||
C Preference Shares | Tranche 2 Notes | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Issue of convertible instruments | $ 70,000 | ||||||||||||||||
Bottom of range | Forecast | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instrument, interest rate stated percentage | 104.00% | ||||||||||||||||
Bottom of range | Unsecured Notes | Forecast | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Capitalized interest rate, percentage | 8.00% | ||||||||||||||||
Bottom of range | Second Note Subscription Agreement | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instrument principal amount | $ 75,000 | ||||||||||||||||
Weighted average | Unsecured Notes | Forecast | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Capitalized interest rate, percentage | 10.00% | ||||||||||||||||
Weighted average | Second Note Subscription Agreement | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instruments issued | 75,000 | ||||||||||||||||
Top of range | Unsecured Notes | Forecast | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Capitalized interest rate, percentage | 12.00% | ||||||||||||||||
Top of range | Second Note Subscription Agreement | |||||||||||||||||
Disclosure of defined benefit plans [line items] | |||||||||||||||||
Debt instrument principal amount | $ 100,000 |
Loans and Borrowings - Loans an
Loans and Borrowings - Loans and Borrowings from Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loans and Borrowings [Roll Forward] | ||
Changes in loans and borrowings, Beginning balance | $ 70,357 | $ 0 |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 270,563 | 100,357 |
Payment of debt issuance costs | (4,804) | |
Repayment of cash loan | (82,000) | |
Total changes from financing cash flows | (183,759) | 100,357 |
Other changes | ||
Fair value of warrants issued | (16,930) | |
Unpaid debt issuance costs | (2,972) | |
Amortization of fair value adjustment, discount, and debt issuance costs | 4,744 | |
Convertible loan notes converted | (70,000) | (30,000) |
Non-cash conversion of loan notes to bonds | 0 | |
Other loans and borrowings activity, net | (172) | |
Total other changes | (85,330) | 30,000 |
Changes in loans and borrowings, Ending balance | 168,786 | 70,357 |
Albacore Notes | ||
Loans and Borrowings [Roll Forward] | ||
Changes in loans and borrowings, Beginning balance | 0 | 0 |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 191,000 | 0 |
Payment of debt issuance costs | (3,429) | |
Repayment of cash loan | 0 | |
Total changes from financing cash flows | 187,571 | 0 |
Other changes | ||
Fair value of warrants issued | (16,930) | |
Unpaid debt issuance costs | (2,801) | |
Amortization of fair value adjustment, discount, and debt issuance costs | 761 | |
Convertible loan notes converted | 0 | 0 |
Non-cash conversion of loan notes to bonds | 0 | |
Other loans and borrowings activity, net | 0 | |
Total other changes | (18,970) | 0 |
Changes in loans and borrowings, Ending balance | 168,601 | 0 |
VNV Loan Notes | ||
Loans and Borrowings [Roll Forward] | ||
Changes in loans and borrowings, Beginning balance | 0 | 0 |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 15,000 | 0 |
Payment of debt issuance costs | 0 | |
Repayment of cash loan | (7,000) | |
Total changes from financing cash flows | 8,000 | 0 |
Other changes | ||
Fair value of warrants issued | 0 | |
Unpaid debt issuance costs | 0 | |
Amortization of fair value adjustment, discount, and debt issuance costs | 0 | |
Convertible loan notes converted | 0 | 0 |
Non-cash conversion of loan notes to bonds | (8,000) | |
Other loans and borrowings activity, net | 0 | |
Total other changes | (8,000) | 0 |
Changes in loans and borrowings, Ending balance | 0 | 0 |
Unsecured Bonds | ||
Loans and Borrowings [Roll Forward] | ||
Changes in loans and borrowings, Beginning balance | 0 | 0 |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 64,563 | 0 |
Payment of debt issuance costs | (1,375) | |
Repayment of cash loan | (75,000) | |
Total changes from financing cash flows | (11,812) | 0 |
Other changes | ||
Fair value of warrants issued | 0 | |
Unpaid debt issuance costs | (171) | |
Amortization of fair value adjustment, discount, and debt issuance costs | 3,983 | |
Convertible loan notes converted | 0 | 0 |
Non-cash conversion of loan notes to bonds | 8,000 | |
Other loans and borrowings activity, net | 0 | |
Total other changes | 11,812 | 0 |
Changes in loans and borrowings, Ending balance | 0 | 0 |
Convertible Loan Notes | ||
Loans and Borrowings [Roll Forward] | ||
Changes in loans and borrowings, Beginning balance | 70,000 | 0 |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 0 | 100,000 |
Payment of debt issuance costs | 0 | |
Repayment of cash loan | 0 | |
Total changes from financing cash flows | 0 | 100,000 |
Other changes | ||
Fair value of warrants issued | 0 | |
Unpaid debt issuance costs | 0 | |
Amortization of fair value adjustment, discount, and debt issuance costs | 0 | |
Convertible loan notes converted | (70,000) | (30,000) |
Non-cash conversion of loan notes to bonds | 0 | |
Other loans and borrowings activity, net | 0 | |
Total other changes | (70,000) | 30,000 |
Changes in loans and borrowings, Ending balance | 0 | 70,000 |
Other Loans and Borrowings | ||
Loans and Borrowings [Roll Forward] | ||
Changes in loans and borrowings, Beginning balance | 357 | 0 |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 0 | 357 |
Payment of debt issuance costs | 0 | |
Repayment of cash loan | 0 | |
Total changes from financing cash flows | 0 | 357 |
Other changes | ||
Fair value of warrants issued | 0 | |
Unpaid debt issuance costs | 0 | |
Amortization of fair value adjustment, discount, and debt issuance costs | 0 | |
Convertible loan notes converted | 0 | 0 |
Non-cash conversion of loan notes to bonds | 0 | |
Other loans and borrowings activity, net | (172) | |
Total other changes | (172) | 0 |
Changes in loans and borrowings, Ending balance | $ 185 | $ 357 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) | Oct. 21, 2021shares | Oct. 31, 2021shares | Mar. 31, 2021shares | Feb. 28, 2021sharesemployee$ / shares | Dec. 31, 2021USD ($)shares$ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 07, 2021shares | Jun. 03, 2021shares |
Disclosure of defined benefit plans [line items] | |||||||||
Fixed contribution | $ | $ 6,300,000 | $ 5,200,000 | $ 3,100,000 | ||||||
Stock conversion ratio | 0.3 | ||||||||
Stock options granted (in shares) | 7,223,177 | ||||||||
Stock options vested percentage | 25.00% | ||||||||
Option vesting period | 3 years | ||||||||
Share-based compensation | $ | $ 46,307,000 | $ 9,557,000 | $ 7,966,000 | ||||||
Unrecognized compensation cost | $ | $ 24,400,000 | ||||||||
Weighted average contractual life | 3 years 4 months 24 days | ||||||||
Weighted average share price, share options granted | $ / shares | $ 7.79 | ||||||||
Granted (in shares) | 8,155,289 | 4,109,243 | 2,786,856 | ||||||
Subscription price (in usd per share) | $ / shares | $ 0.03 | ||||||||
Redeemable stock price per share (in usd per share) | $ / shares | $ 0.00001227 | ||||||||
Granted value | $ | $ 9,700,000 | ||||||||
Pre-money equity valuation | $ | $ 3,500,000,000 | ||||||||
Volatility (in percent) | 54.00% | ||||||||
Continuing Employees | Higi SH Holdings Inc. | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Number of instruments or interests issued or issuable (in shares) | 1,980,000 | ||||||||
Bottom of range | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Expiration of options, term | 10 years | ||||||||
Weighted average remaining contractual life of outstanding share options | 6 years 10 months 24 days | ||||||||
Volatility (in percent) | 63.40% | ||||||||
Top of range | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Expiration of options, term | 15 years | ||||||||
Weighted average remaining contractual life of outstanding share options | 15 years | ||||||||
Volatility (in percent) | 70.00% | ||||||||
Class A ordinary shares | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Number of shares issued (in shares) | 10,973,903 | ||||||||
Conversion of stock, shares (in shares) | 712,413 | ||||||||
Number of shares authorised for issuance | 13,700,125 | ||||||||
Number of shares authorised for issuance, automatic annual increase percentage | 5.00% | ||||||||
Class A ordinary shares | Higi SH Holdings Inc. | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Number of instruments or interests issued or issuable (in shares) | 3,412,107 | ||||||||
Class G | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Granted (in shares) | 10,150,368 | ||||||||
Number of employees granted options | employee | 3 | ||||||||
Vesting term | 1 year | ||||||||
Restricted Stock Award | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Options cancelled (in shares) | 5,046,059 | ||||||||
Share-based compensation | $ | $ 3,600,000 | ||||||||
Unrecognized compensation cost | $ | $ 1,300,000 | ||||||||
Restricted Stock Award | Bottom of range | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Weighted average contractual life | 1 year | ||||||||
Restricted Stock Award | Top of range | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Weighted average contractual life | 2 years | ||||||||
Restricted Stock Unit | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Share-based compensation | $ | $ 6,500,000 | $ 0 | |||||||
Unrecognized compensation cost | $ | $ 812,331 | ||||||||
Vested (in shares) | 1,167,669 | ||||||||
Unvested value | $ | $ 5,400,000 | ||||||||
Weighted average contractual life | 1 year 3 months 18 days | ||||||||
Long Term Incentive Plan | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Options cancelled (in shares) | 4,265,770 | ||||||||
Number of stock options shares (in shares) | 6,660,027 | ||||||||
Company Share Option Plan | |||||||||
Disclosure of defined benefit plans [line items] | |||||||||
Options cancelled (in shares) | 7,726,002 |
Employee Benefits - Share-based
Employee Benefits - Share-based Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of information about defined benefit plans [abstract] | |||
Total share-based compensation expense | $ 46,307 | $ 9,557 | $ 7,966 |
Employee Benefits - Restricted
Employee Benefits - Restricted Stock Unit Activity and Weighted Average Grant Date Fair Value (Details) - Restricted Stock Award | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 6,997,284 |
Vested and issued (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 6,997,284 |
Vested and unissued (in shares) | shares | 1,760,363 |
Unvested (in shares) | shares | 5,236,921 |
Weighted Average Grant Date Fair Value Per RSU | |
Beginning balance (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 6.23 |
Vested and issued (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | 6.23 |
Vested and unissued (in usd per share) | $ / shares | 6.23 |
Unvested (in usd per share) | $ / shares | $ 6.23 |
Employee Benefits - Weighted Av
Employee Benefits - Weighted Average Exercise Price (Details) | 12 Months Ended | ||
Dec. 31, 2021shares$ / shares | Dec. 31, 2020shares$ / shares | Dec. 31, 2019shares$ / shares | |
Weighted average exercise price | |||
Outstanding at the beginning of the year (in usd per share) | $ / shares | $ 0.02 | $ 0 | $ 0 |
Granted during the year (in usd per share) | $ / shares | 3.67 | 0.11 | 0 |
Forfeited / canceled during the year (in usd per share) | $ / shares | 0.18 | 0.04 | 0 |
Exercised during the year (in usd per share) | $ / shares | 1.42 | 0 | 0 |
Outstanding at the end of the year (in usd per share) | $ / shares | 1.47 | 0.02 | 0 |
Exercisable at the end of the year (in usd per share) | $ / shares | $ 1.54 | $ 0.01 | $ 0 |
Number of options | |||
Outstanding at the beginning of the year (in shares) | shares | 21,107,487 | 20,120,425 | 19,666,539 |
Granted during the year (in shares) | shares | 8,155,289 | 4,109,243 | 2,786,856 |
Forfeited / canceled during the year (in shares) | shares | (6,204,471) | (3,122,181) | (2,332,970) |
Exercised during the year (in shares) | shares | (162,040) | 0 | 0 |
Outstanding at the end of the year (in shares) | shares | 22,896,265 | 21,107,487 | 20,120,425 |
Exercisable at the end of the year (in shares) | shares | 19,105,908 | 16,461,945 | 11,817,828 |
Employee Benefits - Fair Value
Employee Benefits - Fair Value Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021employee$ / shares | |
Disclosure of defined benefit plans [line items] | |
Volatility (in percent) | 54.00% |
Bottom of range | |
Disclosure of defined benefit plans [line items] | |
Fair value of underlying stock (in dollars per share) | $ / shares | $ 2.97 |
Volatility (in percent) | 63.40% |
Risk free interest rate (in percent) | 0.12% |
Dividend yield (in percent) | 0.00% |
Expected term (in years) | employee | 10 |
Top of range | |
Disclosure of defined benefit plans [line items] | |
Fair value of underlying stock (in dollars per share) | $ / shares | $ 9.20 |
Volatility (in percent) | 70.00% |
Risk free interest rate (in percent) | 1.68% |
Dividend yield (in percent) | 0.00% |
Expected term (in years) | employee | 14.50 |
Capital and Reserves - Share Ca
Capital and Reserves - Share Capital of Babylon Holdings Limited (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Class A ordinary shares | |
Disclosure of classes of share capital [line items] | |
Number of Shares (in shares) | 330,257,000 |
Share Capital (in shares) | 13,000 |
Class A ordinary shares | Babylon Shareholders | |
Disclosure of classes of share capital [line items] | |
Number of Shares (in shares) | 295,589,000 |
Share Capital (in shares) | 12,000 |
Class A ordinary shares | PIPE Investors | |
Disclosure of classes of share capital [line items] | |
Number of Shares (in shares) | 22,400,000 |
Share Capital (in shares) | 1,000 |
Class A ordinary shares | SPAC Investors And Shareholders | |
Disclosure of classes of share capital [line items] | |
Number of Shares (in shares) | 12,268,000 |
Share Capital (in shares) | 0 |
Class B ordinary shares | |
Disclosure of classes of share capital [line items] | |
Number of Shares (in shares) | 409,895,000 |
Share Capital (in shares) | 16,000 |
Class B ordinary shares | Babylon Shareholders | |
Disclosure of classes of share capital [line items] | |
Number of Shares (in shares) | 79,638,000 |
Share Capital (in shares) | 3,000 |
Capital and Reserves - Narrativ
Capital and Reserves - Narrative (Details) $ / shares in Units, $ in Millions | Nov. 12, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 16, 2020USD ($) | Dec. 02, 2020USD ($) | Nov. 16, 2020USD ($) |
Disclosure of classes of share capital [line items] | ||||||
Number of deferred shares (in shares) | shares | 100,000 | |||||
Deferred shares, par value per share (in usd per share) | $ / shares | $ 0.00004 | |||||
Deferred shares issued (in shares) | shares | 0 | |||||
Loan Notes | ||||||
Disclosure of classes of share capital [line items] | ||||||
Debt conversion, related to principal | $ | $ 30 | |||||
Tranche 1 Notes | ||||||
Disclosure of classes of share capital [line items] | ||||||
Debt instrument, issued amount | $ | $ 30 | $ 15 | $ 15 | |||
Accrued interest, percentage | 11.00% | |||||
Tranche 2 Notes | ||||||
Disclosure of classes of share capital [line items] | ||||||
Debt instrument, issued amount | $ | $ 70 | |||||
Class A ordinary shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Ordinary share (in usd per share) | $ / shares | $ 0.0000422573245084686 | |||||
Number of votes per share | vote | 1 | |||||
Voting rights, percentage | 50.00% | |||||
Class B ordinary shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Ordinary share (in usd per share) | $ / shares | $ 0.0000422573245084686 | |||||
Number of votes per share | vote | 15 | |||||
Voting rights, percentage | 50.00% | |||||
Preference C Shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Ordinary share (in usd per share) | $ / shares | $ 0.00001277 | |||||
Number of shares issued (in shares) | shares | 24,796,225 | |||||
Aggregate purchase price | $ | $ 42.1 | |||||
Debt conversion, shares issued (in shares) | shares | 111,239 | |||||
Number of shares settled in cash (in shares) | shares | 6,976,194 | |||||
Cash paid, net of cash acquired | $ | $ 11.9 | |||||
Preference C Shares | Loan Notes | ||||||
Disclosure of classes of share capital [line items] | ||||||
Debt conversion, amount | $ | $ 70 | |||||
Debt conversion, shares issued (in shares) | shares | 41,012,358 | |||||
Debt conversion, related to principal | $ | $ 0.2 | |||||
Debt conversion, shares issued (in shares) | shares | 17,708,792 | |||||
Preference C Shares | Tranche 1 Notes | ||||||
Disclosure of classes of share capital [line items] | ||||||
Ordinary share (in usd per share) | $ / shares | $ 1.706802577 |
Capital and Reserves - Share _2
Capital and Reserves - Share Capital (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Class A ordinary shares | |
Disclosure of classes of share capital [line items] | |
Authorized (in shares) | 6,500,000 |
Issued (in shares) | 0 |
Issued during the year prior to Merger (in shares) | 0 |
Conversion into Class A and B Shares (in shares) | 330,257,000 |
Issued following the Merger (in shares) | 3,668,000 |
Issued (in shares) | 333,925,000 |
Class B ordinary shares | |
Disclosure of classes of share capital [line items] | |
Authorized (in shares) | 3,100,000 |
Issued (in shares) | 0 |
Issued during the year prior to Merger (in shares) | 0 |
Conversion into Class A and B Shares (in shares) | 79,638,000 |
Issued following the Merger (in shares) | 0 |
Issued (in shares) | 79,638,000 |
Ordinary A Shares | |
Disclosure of classes of share capital [line items] | |
Authorized (in shares) | 10,000,000 |
Issued (in shares) | 135,136,000 |
Issued during the year prior to Merger (in shares) | 0 |
Conversion into Class A and B Shares (in shares) | (135,136,000) |
Issued following the Merger (in shares) | 0 |
Issued (in shares) | 0 |
Ordinary B Shares | |
Disclosure of classes of share capital [line items] | |
Authorized (in shares) | 11,000,000 |
Issued (in shares) | 664,605,000 |
Issued during the year prior to Merger (in shares) | 17,206,000 |
Conversion into Class A and B Shares (in shares) | (681,811,000) |
Issued following the Merger (in shares) | 0 |
Issued (in shares) | 0 |
Preference C Shares | |
Disclosure of classes of share capital [line items] | |
Authorized (in shares) | 10,000,000 |
Issued (in shares) | 252,065,000 |
Issued during the year prior to Merger (in shares) | 41,012,000 |
Conversion into Class A and B Shares (in shares) | (293,077,000) |
Issued following the Merger (in shares) | 0 |
Issued (in shares) | 0 |
Ordinary Redeemable G1 Shares | |
Disclosure of classes of share capital [line items] | |
Authorized (in shares) | 50,000 |
Issued (in shares) | 0 |
Issued during the year prior to Merger (in shares) | 10,150,000 |
Conversion into Class A and B Shares (in shares) | (10,150,000) |
Issued following the Merger (in shares) | 0 |
Issued (in shares) | 0 |
Capital and Reserves - Other Co
Capital and Reserves - Other Comprehensive Income Accumulated in Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Other Comprehensive Income (Loss) Accumulated in Reserves [Roll Forward] | |||||
Beginning balance | $ 1,675 | $ (1,904) | $ 7,789 | ||
Foreign operations – foreign currency translation differences | (1,702) | 3,579 | [1] | (9,693) | [1] |
Ending balance | $ (27) | $ 1,675 | $ (1,904) | ||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Warrant Liability - Table Displ
Warrant Liability - Table Displays the Number of Warrants in Issue (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Warrant Liability [Line Items] | |
Number of warrants issued at, beginning | 0 |
Number of warrants issued at, ending | 16,316,000 |
Tradeable Warrants | |
Warrant Liability [Line Items] | |
Number of warrants issued at, beginning | 0 |
Number of warrants issued at, ending | 8,625,000 |
Non-Tradeable Warrants | |
Warrant Liability [Line Items] | |
Number of warrants issued at, beginning | 0 |
Number of warrants issued at, ending | 7,691,000 |
Alkuri Warrants | |
Warrant Liability [Line Items] | |
Issued during period | 14,558,000 |
Alkuri Warrants | Tradeable Warrants | |
Warrant Liability [Line Items] | |
Issued during period | 8,625,000 |
Alkuri Warrants | Non-Tradeable Warrants | |
Warrant Liability [Line Items] | |
Issued during period | 5,933,000 |
AlbaCore Warrants | |
Warrant Liability [Line Items] | |
Issued during period | 1,758,000 |
AlbaCore Warrants | Tradeable Warrants | |
Warrant Liability [Line Items] | |
Issued during period | 0 |
AlbaCore Warrants | Non-Tradeable Warrants | |
Warrant Liability [Line Items] | |
Issued during period | 1,758,000 |
Warrant Liability - Reconciliat
Warrant Liability - Reconciliation of Fair Values (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Disclosure of financial liabilities [line items] | |||||
Fair value at beginning | $ 0 | $ 0 | |||
Change in fair value of warrant liabilities | (27,811) | 0 | [1] | $ 0 | [1] |
Fair value at ending | 20,128 | 0 | 0 | ||
Tradeable Warrants | Level 1 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value at beginning | 0 | 0 | |||
Change in fair value of warrant liabilities | (12,506) | ||||
Fair value at ending | 5,865 | 0 | 0 | ||
Non-Tradeable Warrants | Level 2 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value at beginning | 0 | 0 | |||
Change in fair value of warrant liabilities | (8,603) | ||||
Fair value at ending | 4,035 | 0 | 0 | ||
Non-Tradeable Warrants | Level 3 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value at beginning | 0 | 0 | |||
Change in fair value of warrant liabilities | (6,702) | ||||
Fair value at ending | 10,228 | $ 0 | $ 0 | ||
Alkuri Warrants | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | 31,009 | ||||
Alkuri Warrants | Tradeable Warrants | Level 1 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | 18,371 | ||||
Alkuri Warrants | Non-Tradeable Warrants | Level 2 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | 12,638 | ||||
Alkuri Warrants | Non-Tradeable Warrants | Level 3 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | 0 | ||||
AlbaCore Warrants | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | 16,930 | ||||
AlbaCore Warrants | Tradeable Warrants | Level 1 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | 0 | ||||
AlbaCore Warrants | Non-Tradeable Warrants | Level 2 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | 0 | ||||
AlbaCore Warrants | Non-Tradeable Warrants | Level 3 | |||||
Disclosure of financial liabilities [line items] | |||||
Fair value of warrants upon issuance | $ 16,930 | ||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Warrant Liability - Narrative (
Warrant Liability - Narrative (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Oct. 22, 2021 | |
Disclosure of financial liabilities [line items] | ||
Tradeable warrant, market price per warrant (in dollars per share) | $ 0.68 | |
Price per warrant (in dollars per share) | $ 5.82 | |
Alkuri Warrants | ||
Disclosure of financial liabilities [line items] | ||
Number of warrants outstanding (in shares) | 14,558,333 | |
Warrants exercise price, per share (in dollars per share) | $ 11.50 | |
Tradeable warrant, market price per warrant (in dollars per share) | $ 2.13 | |
Warrant, Shares Issued Per Warrant On Exercise | 1 | |
AlbaCore Warrants | ||
Disclosure of financial liabilities [line items] | ||
Number of warrants outstanding (in shares) | 1,757,499 | |
Warrants subscription price, per share (in dollars per share) | $ 0.00004 | |
Price per warrant (in dollars per share) | $ 9.63 | |
Warrant, Shares Issued Per Warrant On Exercise | 1 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 07, 2021 | Jun. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 03, 2020 |
Disclosure of transactions between related parties [line items] | ||||||
Pension contributions to related party transactions | $ 6,500 | $ 1,000 | $ 900 | |||
Remuneration of the highest paid key manager | 2,200 | 300 | 300 | |||
Key management personnel compensation | 32,100 | 0 | 100 | |||
Repayments of current borrowings | $ 82,000 | $ 0 | $ 1,231 | |||
Class A ordinary shares | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Reverse recapitalization, share price (in usd per share) | $ 10 | |||||
Number of shares issued (in shares) | 10,973,903 | |||||
PIPE Investors | Class A ordinary shares | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Issuance Of Shares In Reverse Recapitalization, Shares | 22,400,000 | |||||
Higi | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Notes and debentures issued | $ 5,000 | |||||
ALP Partners limited | Class A ordinary shares | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Number of shares issued (in shares) | 200,000 | |||||
ALP Partners limited | Higi | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Repayments of current borrowings | $ 5,400 | |||||
VNV (Cyprus) Limited | Class A ordinary shares | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Number of shares issued (in shares) | 500,000 | |||||
Black Ice Capital Limited | Class A ordinary shares | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Number of shares issued (in shares) | 500,000 | |||||
Invik S. A. | Class A ordinary shares | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Number of shares issued (in shares) | 500,000 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Assets and Liabilities that are Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | $ 389,361 | $ 190,455 |
Recurring fair value measurement | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 20,128 | |
Recurring fair value measurement | Level 1 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 5,865 | |
Recurring fair value measurement | Level 2 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 4,035 | |
Recurring fair value measurement | Level 3 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 10,228 | |
Recurring fair value measurement | Tradeable Alkuri Warrants | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 5,865 | |
Recurring fair value measurement | Tradeable Alkuri Warrants | Level 1 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 5,865 | |
Recurring fair value measurement | Tradeable Alkuri Warrants | Level 2 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 0 | |
Recurring fair value measurement | Tradeable Alkuri Warrants | Level 3 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 0 | |
Recurring fair value measurement | Non-tradeable Alkuri Warrants | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 4,035 | |
Recurring fair value measurement | Non-tradeable Alkuri Warrants | Level 1 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 0 | |
Recurring fair value measurement | Non-tradeable Alkuri Warrants | Level 2 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 4,035 | |
Recurring fair value measurement | Non-tradeable Alkuri Warrants | Level 3 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 0 | |
Recurring fair value measurement | AlbaCore Warrants | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 10,228 | |
Recurring fair value measurement | AlbaCore Warrants | Level 1 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 0 | |
Recurring fair value measurement | AlbaCore Warrants | Level 2 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | 0 | |
Recurring fair value measurement | AlbaCore Warrants | Level 3 | ||
Disclosure of fair value measurement of assets [line items] | ||
Total liabilities | $ 10,228 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - The Monte Carlo Simulation Model for the AlbaCore Warrants (Details) - $ / shares | Dec. 31, 2021 | Nov. 04, 2021 |
Disclosure of fair value measurement of assets [line items] | ||
Underlying stock price (USD) | $ 5.83 | $ 9.66 |
Exercise price (USD) | $ 0.00004 | $ 0.00004 |
Volatility (in percent) | 71.60% | 66.70% |
Remaining term (years) | 4 years 10 months 6 days | 5 years |
Risk-free rate (in percent) | 1.23% | 1.09% |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Significant Exchange Rates (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
GBP | |||
Disclosure of fair value measurement of assets [line items] | |||
Average Rate | 0.7277 | 0.7760 | 0.7835 |
Year-end spot rate | 0.7409 | 0.7321 | 0.7618 |
CAD | |||
Disclosure of fair value measurement of assets [line items] | |||
Average Rate | 1.2536 | 1.3433 | 1.3251 |
Year-end spot rate | 1.2725 | 1.2750 | 1.3033 |
RWF | |||
Disclosure of fair value measurement of assets [line items] | |||
Average Rate | 1,003.4066 | 959.1820 | 914.2488 |
Year-end spot rate | 1,037.6458 | 988.0837 | 947.0750 |
SGD | |||
Disclosure of fair value measurement of assets [line items] | |||
Average Rate | 1.3427 | 1.3789 | 1.3111 |
Year-end spot rate | 1.3496 | 1.3224 | 1.3456 |
INR | |||
Disclosure of fair value measurement of assets [line items] | |||
Average Rate | 73.7902 | 74.0038 | |
Year-end spot rate | 74.3047 | 73.2901 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management - Sensitivity Analysis (Details) - GBP - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of fair value measurement of assets [line items] | |||
Profit or loss, reasonably possible, strengthening | $ (373,578) | $ (184,067) | $ (156,489) |
Profit or loss, reasonably possible, weakening | (371,938) | (184,416) | (150,290) |
Equity, net of tax, reasonably possible, strengthening | (168,522) | (48,743) | (175,371) |
Equity, net of tax, reasonably possible, weakening | $ (168,930) | $ (48,394) | $ (173,872) |
Movement percent (in percent) | 5.00% | 5.00% |
Financial Instruments and Ris_7
Financial Instruments and Risk Management - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Instruments and Risk Management [Abstract] | |||
Repeated customers percentage (in percent) | 50.00% | ||
Debtors and general economic conditions | $ 0 | $ 0 | |
Net impact from the fluctuation of operational foreign exchange rates amounted | $ (1.7) | $ (9.7) | |
Net foreign exchange gain | $ 3.6 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Earnings per share [line items] | |||||
Equity holders of the parent | $ (368,482) | $ (186,799) | [1] | $ (140,287) | [1] |
Weighted average number of ordinary shares used in calculating basic earnings per share | 271,321,000 | 242,936,000 | 241,903,000 | ||
Net loss per share, Basic (in usd per share) | $ (1.36) | $ (0.77) | [1] | $ (0.58) | [1] |
Net loss per share, Diluted (in usd per share) | $ (1.36) | $ (0.77) | $ (0.58) | ||
Stockholder Earnout Shares | |||||
Earnings per share [line items] | |||||
Securities excluded from weighted average share outstanding calculation | 38,800,000 | ||||
Sponsor Earnout Shares | |||||
Earnings per share [line items] | |||||
Securities excluded from weighted average share outstanding calculation | 1,237,800 | ||||
[1] | Restated to reflect reclassification of certain expense items described in Note 2. |
Assets and Liabilities Classi_3
Assets and Liabilities Classified as Held for Sale - Additional Information (Details) - Assets and liabilities classified as held for sale $ in Millions | Jan. 14, 2021CAD ($) |
Assets and Liabilities Classified as Held for Sale [Line Items] | |
Proceeds from disposal of non-current assets or disposal groups classified as held for sale and discontinued operations | $ 1.8 |
Babylon Partners Limited | |
Assets and Liabilities Classified as Held for Sale [Line Items] | |
Proceeds from sale of disposal group attributable to the repayment of debt | $ 3.5 |
Assets and Liabilities Classi_4
Assets and Liabilities Classified as Held for Sale (Details) $ in Thousands, $ in Millions | Jan. 14, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Assets and Liabilities Classified as Held for Sale [Line Items] | ||||
Cash and cash equivalents | $ 262,581 | $ 101,757 | ||
Property, plant and equipment | 24,990 | 1,334 | $ 1,801 | |
Right-of-use assets | 7,844 | 2,572 | ||
Lease liabilities | $ 12,632 | 4,499 | $ 3,583 | |
Assets and liabilities classified as held for sale | ||||
Assets and Liabilities Classified as Held for Sale [Line Items] | ||||
Cash and cash equivalents | 577 | |||
Prepayments and contract assets | 1,125 | |||
Property, plant and equipment | 621 | |||
Right-of-use assets | 629 | |||
Trade and other receivables | 330 | |||
Assets held for sale | 3,282 | |||
Accruals and provisions | 813 | |||
Lease liabilities | 607 | |||
Trade and other payables | 402 | |||
Liabilities directly associated with the assets held for sale | $ 1,822 | |||
Proceeds from disposal of non-current assets or disposal groups classified as held for sale and discontinued operations | $ 1.8 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Nov. 01, 2021ft² | Mar. 14, 2022shares | Feb. 01, 2022USD ($)employee |
Disclosure of non-adjusting events after reporting period [line items] | |||
Sublease rentable square feet | ft² | 37,883 | ||
Entering into significant commitments or contingent liabilities | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Minimum payments for the non-cancellable lease | $ | $ 16.6 | ||
Number of employees housed in lease property | employee | 200 | ||
Potential ordinary share transactions | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Number shares authorized | shares | 17,233,274 |