0001193125-21-327144.txt : 20211112 0001193125-21-327144.hdr.sgml : 20211112 20211112061453 ACCESSION NUMBER: 0001193125-21-327144 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211112 FILED AS OF DATE: 20211112 DATE AS OF CHANGE: 20211112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Babylon Holdings Ltd CENTRAL INDEX KEY: 0001866390 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40952 FILM NUMBER: 211399072 BUSINESS ADDRESS: STREET 1: 1 KNIGHTSBRIDGE GREEN CITY: LONDON STATE: X0 ZIP: SW1X 7QA BUSINESS PHONE: 44(0) 207 1000 762 MAIL ADDRESS: STREET 1: 1 KNIGHTSBRIDGE GREEN CITY: LONDON STATE: X0 ZIP: SW1X 7QA 6-K 1 d235813d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of November 2021

Commission File Number: 001-40952

 

 

Babylon Holdings Limited

 

 

1 Knightsbridge Green

London, SW1X 7QA

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒    Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Earnings Release

On November 12, 2021, Babylon Holdings Limited issued a press release announcing its financial and operating results for the third quarter ended September 30, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 to this current report on Form 6-K.


EXHIBIT INDEX

 

Exhibit
Number
   Exhibit Title
99.1    Press Release, dated November 12, 2021.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   Babylon Holdings Limited
Date: November 12, 2021   

/s/ Ali Parsadoust

   Ali Parsadoust
   Chief Executive Officer
EX-99.1 2 d235813dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Babylon Delivers Strong Third Quarter 2021 Operational and Financial Results

 

   

Third quarter 2021 revenue grew 371% year-over-year to $74.5 million

 

   

Signed contracts in H2 2021 in the US and UK added approximately 135,000 value-based care members

 

   

Total contracts exceed $60 million monthly run-rate revenue once fully launched

 

   

Contracted to serve, by the beginning of 2022, over 24 million people, with the technology platform and fee-based clinical services, and manage over 350,000 lives globally, making Babylon one of the largest value-based care providers

 

   

Completed merger with Alkuri Global Acquisition Corp. and started trading on New York Stock Exchange, under the ticker symbol BBLN, with approximately $460 million of new capital raised

 

   

Signed new collaboration framework with Microsoft with the aim to accelerate and enhance current AI and Machine Learning, and promote Babylon technology on Microsoft Exchange

PALO ALTO, CALIFORNIA & LONDON, UK – November 12, 2021 – Babylon Holdings Limited (NYSE: BBLN) (“Babylon”), one of the world’s fastest-growing digital healthcare companies, today announced its financial and operating results for the third quarter ended September 30, 2021.

Ali Parsa, CEO and Founder of Babylon, said: “Again Babylonians delivered exceptional results, with Q3 revenue growing 371% year-over-year, and signing new contracts to manage over 350,000 lives globally by the start of 2022. Yet this is not even day one for us. We are only just getting started as we gain momentum and look to re-engineer every touch point in the healthcare continuum.”

“Since our inception, we have delivered excellent returns for our investors. As we begin the next phase of our journey as a public company, we believe we can continue to do so as we focus on delivering excellent value propositions for our patients and partners.”

Babylon received gross proceeds of approximately $460 million, including debt funding with AlbaCore, following the completion of the previously announced merger transaction with Alkuri Global Acquisition Corp., to fund its continued growth and ongoing operations supporting 24 million members worldwide. Babylon shares initiated trading on the NYSE under the new ticker symbol BBLN on October 22, 2021.

Third Quarter Financial Results and Operating Metrics Summary

Comparison of the following financial results and operating metrics for the three months ended September 30, 2021, compared to the three months ended September 30, 2020:

 

   

Revenue totaled $74.5 million compared to $15.8 million, an increase of 371% year-over-year. This was primarily driven by the growth in value-based care revenue, which totaled $55.7 million in Q3 2021.

 

   

Net loss totaled $66.0 million compared to a net loss of $38.0 million in the third quarter of 2020. Net loss, as a percentage of revenue, improved to (89)% of revenue in Q3 2021 compared to (240)% of revenue in Q3 2020.

 

   

Technology costs1 accounted for 36% of revenue versus 135% of revenue for the same period last year, demonstrating the operational leverage of our technology platform.

 

   

Adjusted EBITDA totaled $(47.5) million compared to $(32.6) million in the third quarter of 2020.

 

   

US value-based care members totaled approximately 100,000 as of September 30, 2021 compared to zero on September 30, 2020.


Financial Highlights for the Nine Months Ended September 30, 2021

 

   

For the nine-month period, revenue was $203.2 million, compared to $38.3 million in 2020, reflecting an increase of 430%

 

   

Operating losses as a percentage of revenue have fallen from 314% to 69%, further demonstrating Babylon’s ability to deliver operational leverage

 

   

Adjusted EBITDA2 totaled $(101.6) million, an improvement of $7.2 million, as compared to the $(108.9) million reported in 2020. The improvement was predominantly driven by the operational leverage of our platform resulting from our further investments to achieve 430% year-over-year revenue growth, and revenue from software licensing

 

   

Net loss totaled $141.7 million or (70)% of revenues compared to a net loss of $128.8 million or (336)% of revenues in the prior period, with margin improvement derived from leveraging fixed expenses

 

   

Net cash used in operating activities was $60.4 million, a decrease from $120.9 million used during the prior period.

Recent Highlights

 

   

Successful listing on the New York Stock Exchange (“NYSE”) on October 22, 2021 and combined with the previously-announced debt financing with AlbaCore, delivering gross proceeds of approximately $460 million

 

   

Value-based care contracts being launched will add an estimated 135,000 members comprising 80,000 members in Georgia, California and Mississippi and 55,000 members in the UK by the beginning of 2022

 

   

With the new contract launches, adding 135,000 members, Babylon is on track to manage over 350,000 lives globally by the start of 2022

 

   

Total contracts exceed $60 million monthly run-rate revenue once fully launched

 

   

Announced collaboration with Microsoft (NASDAQ:MSFT) to explore opportunities to accelerate and enhance current AI and Machine Learning, to shift the focus from sick care to preventative health care

 

   

Obtained $200 million of debt financing through a sustainability-linked investment from AlbaCore Capital Group which is focused on Environmental, Social and Governance (ESG) investing.

Financial Outlook

Our revenue growth in the third quarter, in conjunction with the new contract launches, demonstrates the continued momentum in our business as we deliver on our 2021 and 2022 revenue targets,” said Charlie Steel, Chief Financial Officer of Babylon. “Following our listing and debt financing with AlbaCore, we now have the capital to accelerate our growth which, in conjunction with the operational performance we have seen year to date, gives us confidence in our ability to deliver into 2022.”

FY 2021 Financial Guidance

Babylon reiterates its previously provided public guidance and continues to expect revenue of $321 million for 2021. For 2022, we have signed new contracts which result in an excess of $60 million of monthly run-rate revenue once fully launched.

Our guidance on full-year 2021 Adjusted EBITDA is now a range of $(165) million to $(175) million to reflect the impact of expenses associated with incremental costs relating to investments in resources to support new contracts, public company operations, wage inflation, and pressures on cost of care delivery expenses. Increased investment in resources for supporting signing and operationalization of new contracts is expected to position the company for dynamic growth in 2022.


We are not able to reconcile projected Adjusted EBITDA to its most directly comparable IFRS measure as we are not able to forecast IFRS loss on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect IFRS loss for the period, including, but not limited to, impairment expense, share-based compensation, foreign exchange gains or losses and gains and losses on sale of subsidiaries. Adjusted EBITDA should not be used to predict IFRS loss as the difference between the two measures is variable and may be significant.

This financial guidance and other statements above are forward-looking statements and actual results may differ materially. Please refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

Third Quarter 2021 Earnings Conference Call

Babylon will host a conference call to discuss third quarter 2021 results on November 12, 2021 at 8:00 am Eastern Time. The conference call can be accessed by dialing (877) 407-7994 for U.S. participants or +1 215-268-9868 for international participants; or via a live audio webcast that will be available at https://ir.babylonhealth.com/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

Additional Notes

Accompanying supplemental information will be posted to the Investor Relations section of Babylon’s website at https://www.babylonhealth.com.

About Babylon

Babylon is one of the world’s fastest growing digital healthcare companies whose mission is to make high-quality healthcare accessible and affordable for every person on Earth.

Babylon is re-engineering how people engage with their care at every step of the healthcare continuum. By flipping the model from reactive sick care to proactive healthcare through the devices people already own, it offers 24 million people globally ongoing, always-on care. Babylon has already shown that in environments as diverse as the developed UK or developing Rwanda, urban New York or rural Missouri, for children on Medicaid, or the elderly on Medicare, it is possible to achieve its mission by leveraging its highly scalable, digital-first platform combined with high quality, virtual clinical operations to provide integrated, personalized healthcare.

Founded in 2013, Babylon’s technology and clinical services is supporting a global patient network across 15 countries, with 15 languages available. And through a combination of its value-based care model, Babylon 360, and its work in primary care through NHS GP at Hand, Babylon will manage over 350k lives globally by the beginning of 2022. In the first half of 2021 alone, Babylon helped a patient every 5 seconds, with approximately 1.7 million AI interactions and 1.3 million consultations. Importantly, this was achieved with more than a 95% user retention rate and 5 star rating from circa 90% of our users.

Babylon is already working with governments, health providers and insurers across the globe in order to provide them with a new infrastructure that any partner can use to deliver high-quality healthcare with lower costs and better outcomes. For more information, please visit www.babylonhealth.com.


Forward-Looking Statements

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning Babylon’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment and potential growth opportunities.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Babylon’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to our future financial and operating results; the growth of our business and organization; our failure to compete successfully; our dependence on our relationships with physician-owned entities to hold contracts and provide healthcare services; our ability to maintain and expand a network of qualified providers; our ability to attract new customers and expand member enrollment with existing clinical services and Babylon 360 customers; our ability to retain existing customers and existing customers’ willingness to license additional applications and services from us; a significant portion of our revenue comes from a limited number of customers; a portion of our revenue is subject to the achievement of performance metrics and healthcare cost savings and may not be representative of revenue for future periods; the significant risks associated with estimating the amount of revenue that we recognize under our value-based care agreements with health plans; the impact of COVID-19 or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on our business; and the other risks and uncertainties identified in Babylon’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2021, as amended by any filings on F-1/A, and in other documents filed or to be filed by Babylon with the SEC and available at the SEC’s website at www.sec.gov.

Babylon cautions that the foregoing list of factors is not exclusive and cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Babylon does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release.

 

1

Comprises Platform and Application Expenses and Research and Development Expenses

2

An explanation of non-IFRS measures and the reconciliation to the most comparable IFRS measures have been provided in the accompanying Table 4 at the end of this press release


Table 1

Babylon Holdings Limited

Consolidated Statement of Profit and Loss and Other Comprehensive Loss

(In USD thousands, except per share amounts, unaudited)

 

     For the Three Months Ended
September 30,
    For the Nine Months Ended
September 30,
 
     2021     2020     2021     2020  

Revenue:

        

Software licensing revenue

     7,983       8,231       52,228       18,585  

Clinical services revenue

     10,764       7,580       28,898       19,729  

Value-based care revenue

     55,715       —         122,107       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     74,462       15,811       203,233       38,314  

Cost of care delivery

     (68,336     (8,068     (160,473     (26,888

Platform & application expenses

     (7,127     (10,924     (28,504     (23,822

Research & development expenses

     (19,339     (10,390     (36,540     (31,271

Sales, general & administrative expenses

     (42,166     (23,707     (118,771     (76,470
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (62,506     (37,278     (141,055     (120,137

Finance costs and income

     (2,049     (478     (4,264     (3,041

Exchange (loss)/gain

     (396     259       (487     (1,887
  

 

 

   

 

 

   

 

 

   

 

 

 

Net finance (expense)

     (2,445     (219     (4,751     (4,928

Gain on sale of subsidiary

     —         —         3,917       —    

Share of loss of equity-accounted investees

     (1,017     (426     (2,293     (735
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before taxation

     (65,968     (37,923     (144,182     (125,800

Tax (provision)/benefit

     (7     (63     2,486       (3,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss for the period

     (65,975     (37,986     (141,696     (128,800
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive loss

        

Items that may be reclassified subsequently to profit or loss:

        

Currency translation differences

     (159     918       (226     2,448  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) / gain for the period, net of income tax

     (159     918       (226     2,448  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss for the period

     (66,134     (37,068     (141,922     (126,352
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss attributable to:

        

Equity holders of the parent

     (65,247     (37,658     (140,153     (127,643

Non-controlling interest

     (728     (328     (1,543     (1,157
  

 

 

   

 

 

   

 

 

   

 

 

 
     (65,975     (37,986     (141,696     (128,800

Total comprehensive loss attributable to:

        

Equity holders of the parent

     (65,406     (36,740     (140,379     (125,195

Non-controlling interest

     (728     (328     (1,543     (1,157
  

 

 

   

 

 

   

 

 

   

 

 

 
     (66,134     (37,068     (141,922     (126,352

Net loss per share, basic and diluted

   ($ 0.08   ($ 0.05   ($ 0.17   ($ 0.16


Table 2

Babylon Holdings Limited

Consolidated Statement of Cash Flows

(In USD thousands, unaudited)

 

     For the Nine Months Ended September 30,  
     2021     2020  

Cash flows from operating activities

    

Loss for the period

     (141,696     (128,800

Adjustments for:

    

Finance costs and income

     4,264       3,041  

Depreciation and amortization

     22,145       9,531  

Share based compensation

     19,585       2,452  

Taxation

     (2,486     3,000  

Exchange loss

     487       1,887  

Impairment expense

     —         33  

Share of net loss of associates and joint ventures

     2,293       735  

Gain on sale of subsidiary

     (3,917     —    
  

 

 

   

 

 

 
     (99,325     (108,121

Working capital adjustments

    

(Increase) in trade and other receivables

     (18,015     (6,165

Increase/(Decrease) in trade and other payables

     56,966       (6,631
  

 

 

   

 

 

 

Net cash used in operating activities

     (60,374     (120,917
  

 

 

   

 

 

 

Cash flows from investing activities

    

Capital expenditure

     (5,331     (501

Interest received

     30       7  

Development costs capitalized

     (24,074     (25,937

Acquisition of subsidiary, net of cash acquired

     (13,835     —    

Purchase of shares in associates and joint ventures

     (5,000     (7,500

Proceeds from sale of investment in subsidiary

     2,213       —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (45,997     (33,931
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from borrowings

     63,000       357  

Repayment of borrowings

     (15,000     —    

Payment of debt issuance costs

     (1,000     —    

Payment from exercise of share options

     (482     —    

Fees directly attributable to equity raise

     —         (10,245

Net proceeds from issue of share capital

     —         11,907  

Principal payments on leases

     (2,677     (935

Interest paid

     (2,816     (2,713
  

 

 

   

 

 

 

Net cash inflow / (outflow) from financing activities

     41,025       (1,629
  

 

 

   

 

 

 

Net (decrease) in cash and cash equivalents

     (65,346     (156,477

Cash and cash equivalents at January 1

     101,757       214,888  

Effect of movements in exchange rate on cash held

     721       1,333  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

     37,132       59,744  
  

 

 

   

 

 

 


Table 3

Babylon Holdings Limited

Consolidated Statement of Financial Position

(In USD thousands, unaudited)

 

     September 30,     December 31,  
     2021     2020  

ASSETS

    

Non-current assets

    

Right-of-use assets

     7,297       2,572  

Property, plant and equipment

     5,964       1,334  

Investments in associates

     11,583       8,876  

Goodwill

     30,503       17,832  

Other intangible assets

     102,048       78,853  
  

 

 

   

 

 

 

Total non-current assets

     157,395       109,467  
  

 

 

   

 

 

 

Current assets

    

Right-of-use assets

     3,783       1,942  

Trade and other receivables

     31,124       13,525  

Prepayments and contract assets

     11,789       8,841  

Cash and cash equivalents

     37,132       101,757  

Assets held for sale

     —         3,282  
  

 

 

   

 

 

 

Total current assets

     83,828       129,347  
  

 

 

   

 

 

 

Total assets

     241,223       238,814  
  

 

 

   

 

 

 

EQUITY AND LIABILITIES

    

EQUITY

    

Ordinary share capital

     10       10  

Preference share capital

     4       3  

Share premium

     557,569       485,221  

Share based payment reserve

     52,861       32,185  

Retained earnings

     (609,658     (469,504

Foreign currency translation reserve

     1,449       1,675  
  

 

 

   

 

 

 

Total capital and reserves

     2,235       49,590  

Non-controlling interests

     (2,774     (1,231
  

 

 

   

 

 

 

Total equity

     (539     48,359  
  

 

 

   

 

 

 

LIABILITIES

    

Non-current liabilities

    

Other long term liabilities

     2,388       —    

Contract liabilities

     74,903       57,274  

Deferred grant income – tax credit

     5,948       7,488  

Lease liabilities

     7,916       2,011  

Deferred tax liability

     768       —    
  

 

 

   

 

 

 

Total non-current liabilities

     91,923       66,773  
  

 

 

   

 

 

 

Current liabilities

    

Trade and other payables

     22,564       11,635  

Accruals and provisions

     52,494       18,636  

Contract liabilities

     21,817       18,744  

Deferred grant income – tax credit

     1,157       —    

Lease liabilities

     4,043       2,488  

Loans and borrowings

     47,764       70,357  

Liabilities directly associated with the assets held for sale

     —         1,822  
  

 

 

   

 

 

 

Total current liabilities

     149,839       123,682  
  

 

 

   

 

 

 

Total liabilities

     241,762       190,455  
  

 

 

   

 

 

 

Total liabilities and equity

     241,223       238,814  
  

 

 

   

 

 

 


Table 4

Babylon Holdings Limited

Reconciliation of IFRS Loss for the Period to EBITDA and Adjusted EBITDA

(In USD thousands, unaudited)

EBITDA is defined as profit (loss), adjusted for depreciation, amortization, net finance income (costs), and income taxes. Adjusted EBITDA is defined as profit (loss), adjusted for depreciation, amortization, net finance income (costs), income taxes, share-based compensation, impairment expenses, foreign exchange gains or losses and gains or losses on sale of subsidiaries.

We believe that EBITDA and Adjusted EBITDA are useful metrics for investors to understand and evaluate our operating results and ongoing profitability because it permits investors to evaluate our recurring profitability from our ongoing operating activities.

EBITDA and Adjusted EBITDA have certain limitations, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under IFRS. We caution investors that amounts presented in accordance with our definition of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because some issuers calculate EBITDA and Adjusted EBITDA differently or not at all, limiting their usefulness as direct comparative measures.

The following table presents a reconciliation of EBITDA and Adjusted EBITDA from the most directly comparable IFRS measure, loss, for the three-month and nine-month periods ended September 30, 2021 and 2020:

 

     For the Three Months Ended September 30,      For the Nine Months Ended September 30,  
     2021      2020      2021      2020  

IFRS Loss for the Period

     (65,975      (37,986      (141,696      (128,800

Adjustments to calculate EBITDA:

           

Depreciation and amortization

     8,823        3,072        22,145        9,531  

Finance costs and income

     2,049        478        4,264        3,041  

Tax provision/(benefit)

     7        63        (2,486      3,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA

     (55,096      (34,373      (117,773      (113,228

Adjustments to calculate Adjusted EBITDA:

           

Share-based compensation

     7,241        2,019        19,585        2,452  

Impairment expense

     —          —          —          32  

Exchange (gain)/ loss

     396        (259      487        1,887  

Gain on sale of subsidiary

     —          —          (3,917      —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     (47,459      (32,613      (101,618      (108,857
  

 

 

    

 

 

    

 

 

    

 

 

 


Contacts:

Media

Adam Davison

press@babylonhealth.com

Investors

Kathy Kress

investors@babylonhealth.com