Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40952 | |
Entity Registrant Name | BABYLON HOLDINGS LIMITED | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Tax Identification Number | 98-1638964 | |
Entity Address, Address Line One | 2500 Bee Cave Road | |
Entity Address, Address Line Two | Building 1 - Suite 400 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78746 | |
City Area Code | 512 | |
Local Phone Number | 967-3787 | |
Title of 12(b) Security | Class A ordinary shares, par value, $0.001056433113 per share | |
Trading Symbol | BBLN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,614,074 | |
Entity Central Index Key | 0001866390 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 25,582 | $ 43,475 |
Trade receivables, net | 15,404 | 15,524 |
Other receivables | 14,897 | 17,502 |
Prepayments and contract assets | 18,404 | 18,349 |
Assets held for sale | 108,797 | 125,275 |
Total current assets | 183,084 | 220,125 |
Property, plant and equipment, net | 12,039 | 12,658 |
Operating lease right-of-use assets | 12,870 | 13,327 |
Total assets | 207,993 | 246,110 |
Current liabilities | ||
Trade payables | 5,893 | 9,600 |
Other payables | 4,046 | 4,839 |
Accruals and other liabilities | 40,000 | 30,029 |
Due to related parties | 4,791 | 4,791 |
Claims payable | 9,280 | 8,475 |
Contract liabilities | 19,094 | 18,710 |
Lease liabilities | 5,023 | 5,102 |
Liabilities held for sale | 70,351 | 74,717 |
Premium deficiency reserve | 13,103 | 6,124 |
Total current liabilities | 171,581 | 162,387 |
Loans and borrowings, net of current position | 295,449 | 278,028 |
Contract liabilities, net of current position | 42,790 | 46,160 |
Lease liabilities, net of current portion | 12,983 | 14,056 |
Warrant liability | 0 | 711 |
Earnout liability | 252 | 667 |
Total liabilities | 523,055 | 502,009 |
SHAREHOLDERS' EQUITY | ||
Additional paid-in capital | 581,215 | 576,585 |
Accumulated deficit | (900,001) | (836,772) |
Accumulated other comprehensive income | 3,707 | 4,272 |
Total shareholders' equity | (315,062) | (255,899) |
Total liabilities and shareholders' equity | 207,993 | 246,110 |
Class A ordinary shares | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares | 17 | 16 |
Class B ordinary shares | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class A ordinary shares | ||
Common stock, par value (in dollars per share) | $ 0.001056433113 | $ 0.001056433113 |
Common stock, authorized (in shares) | 260,000,000 | 260,000,000 |
Common stock issued (in shares) | 25,584,711 | 24,858,717 |
Common stock outstanding (in shares) | 25,584,711 | 24,858,717 |
Class B ordinary shares | ||
Common stock, par value (in dollars per share) | $ 0.001056433113 | $ 0.001056433113 |
Common stock, authorized (in shares) | 124,000,000 | 124,000,000 |
Common stock issued (in shares) | 0 | 0 |
Common stock outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Other Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 311,120 | $ 266,446 |
Claims expense | (283,906) | (247,552) |
Clinical care delivery expense | (16,416) | (23,927) |
Platform & application expenses | (8,594) | (13,748) |
Research & development expenses | (4,476) | (17,314) |
Sales, general & administrative expenses | (48,393) | (55,649) |
Premium deficiency reserve expense | (2,494) | (6,868) |
Depreciation and amortization expenses | (1,237) | (3,078) |
Loss from operations | (54,396) | (101,690) |
Interest expense | (8,819) | (5,982) |
Interest income | 161 | 255 |
Gain on fair value remeasurement | 336 | 78,773 |
Loss on settlement of warrants | 155 | 0 |
Exchange loss | (27) | (447) |
Loss on sale of subsidiary | (646) | 0 |
Net loss from operations before income taxes | (63,236) | (29,091) |
Tax benefit / (provision) | 7 | (9) |
Net loss | (63,229) | (29,100) |
Other comprehensive loss | ||
Currency translation differences | (565) | (3,639) |
Other comprehensive (loss), net of income tax | (565) | (3,639) |
Total comprehensive loss | $ (63,794) | $ (32,739) |
Net loss per share | ||
Net loss per share, basic, from continuing operations (in dollars per share) | $ (2.53) | $ (1.71) |
Net loss per share, diluted, from continuing operations (in dollars per share) | $ (2.53) | $ (1.71) |
Weighted average shares outstanding, basic (in shares) | 25,025,645 | 17,038,663 |
Weighted average shares outstanding, diluted (in shares) | 25,025,645 | 17,038,663 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock Class A ordinary shares | Common Stock Class B ordinary shares | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income / (loss) |
Beginning balance at Dec. 31, 2021 | $ (161,367) | $ 13 | $ 3 | $ 456,748 | $ (615,323) | $ (2,808) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (29,100) | (29,100) | ||||
Foreign exchange movement | (3,639) | (3,639) | ||||
Equity issuance costs | 541 | 541 | ||||
Other | (345) | (345) | ||||
Equity-settled stock-based payment transactions | 9,174 | 9,174 | ||||
Ending balance at Mar. 31, 2022 | (184,736) | 13 | 3 | 466,118 | (644,423) | (6,447) |
Beginning balance at Dec. 31, 2022 | (255,899) | 16 | 0 | 576,585 | (836,772) | 4,272 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (63,229) | (63,229) | ||||
Foreign exchange movement | (565) | (565) | ||||
Issuance of shares in bridge financing | 1,805 | 1 | 1,804 | |||
Issuance of shares in warrant exchange | 617 | 617 | ||||
Other | 42 | 42 | ||||
Equity-settled stock-based payment transactions | 2,167 | 2,167 | ||||
Ending balance at Mar. 31, 2023 | $ (315,062) | $ 17 | $ 0 | $ 581,215 | $ (900,001) | $ 3,707 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (63,229) | $ (29,100) |
Adjustments to reconcile Net loss to net cash used in operating activities: | ||
Non-cash interest expense, net | 8,658 | 5,727 |
Stock-based compensation | 2,167 | 9,174 |
Depreciation and amortization expenses | 1,237 | 3,078 |
Exchange loss | 27 | 447 |
Gain on fair value remeasurement | (336) | (78,773) |
Premium deficiency reserve expense | 2,494 | 6,868 |
Gain on settlement of warrants | (155) | 0 |
Loss on sale of subsidiary | 646 | 0 |
Taxation | 0 | 9 |
Working capital adjustments | ||
Decrease / (Increase) in trade and other receivables | 2,886 | (3,648) |
(Increase) / Decrease in prepayments and contract assets | (55) | 4,029 |
(Decrease) / Increase in trade, other and claims payables | (3,746) | 17,640 |
Increase / (Decrease) in accruals and other liabilities and due to related parties | 1,992 | (5,264) |
(Decrease) in contract liabilities | (2,011) | (9,941) |
Decrease in assets and liabilities held for sale | 11,436 | 0 |
(Decrease) / Increase in operating lease liabilities | (417) | 1,272 |
Net cash used in operating activities | (38,406) | (78,482) |
Cash flows from investing activities | ||
Capital expenditure | (372) | (2,613) |
Proceeds from sale of investment in subsidiary | 516 | 0 |
Net cash provided / (used) in investing activities | 144 | (2,613) |
Cash flows from financing activities | ||
Proceeds from issuance of notes and warrants | 22,000 | 100,000 |
Payment of debt issuance costs | (3,153) | (4,000) |
Payment of equity issuance costs | 0 | (1,002) |
Other financing activities, net | 42 | (1,538) |
Net cash provided by financing activities | 18,889 | 93,460 |
Net (decrease) / increase in cash and cash equivalents | (19,373) | 12,365 |
Cash and cash equivalents at January 1, | 43,475 | 262,581 |
Effect of movements in exchange rate on cash held | 1,480 | 32 |
Cash and cash equivalents at March 31, | 25,582 | 274,978 |
Non-cash financing and investing activities: | ||
Shares issued upon settlement of warrants | 772 | 0 |
Accrued and unpaid interest within Accruals and other liabilities | 6,413 | 3,978 |
Receivable from sale of investment in subsidiary | 250 | 0 |
Fair value of warrants issued | 0 | (3,418) |
Equity and debt issuance costs in Accruals and other liabilities | (1,403) | 0 |
Equity issued related to loans and borrowings | $ (1,804) | $ 0 |
Corporate Information
Corporate Information | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Corporate Information | 1. Corporate Information Babylon Holdings Limited (the “Company,” “Babylon,” “we” or “our”) is incorporated, registered and domiciled in Jersey. Our principal executive offices are located at 2500 Bee Cave Road, Building 1 — Suite 400, Austin, Texas 78746. 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 supports healthcare facilities from small local practices to large hospitals. |
Summary of Significant Accounta
Summary of Significant Accountant Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accountant Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Other Comprehensive Loss, Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) and the Condensed Consolidated Statements of Cash Flows, all of which are unaudited, along with the Notes to the Unaudited Condensed Consolidated Financial Statements, are collectively referred to as the “Unaudited Condensed Consolidated Financial Statements” throughout “ Item 1. Financial Statements ” in this Quarterly Report on Form 10-Q (this “Form 10-Q”). The accompanying Unaudited Condensed Consolidated Financial Statements of Babylon Holdings Limited (collectively with its subsidiaries, referred to as the “Company” or the “Group”) for the three months ended March 31, 2023 and 2022, in the opinion of management, have been prepared with all necessary adjustments, including normal recurring adjustments, for the fair presentation of its condensed consolidated financial position, results of operations and cash flows of the Company for the periods presented. However, these financial results over the interim periods presented are not necessarily indicative of the financial results that may be expected for the full fiscal year or any other subsequent periods. Certain information contained in the Notes to the Unaudited Condensed Consolidated Financial Statements normally included in financial statements prepared in conformity with the Generally Accepted Accounting Principles of the United States (“U.S. GAAP”), have been omitted or condensed pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The information contained in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023 (the “2022 Form 10-K”), which includes a complete set of footnote disclosures in conformity with U.S. GAAP, including our significant accounting policies. 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. Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE. These evaluations are complex, and involve judgment and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively (see Note 7 ). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these Unaudited Condensed Consolidated Financial Statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Consolidated Statement of Operations and Other Comprehensive Loss, and if material, are also disclosed in the Notes to Consolidated Financial Statements. Estimates that involve a significant level of estimation uncertainty and reasonably likely to have a material impact on the Consolidated Financial Statements of the Company include our impairment analyses over the carrying value of long-lived assets (including goodwill and intangible assets), certain assumptions for revenue recognition, the accounting for premium deficiency reserves, incurred but not reported (“IBNR”) amounts within claims expense, and the accounting for business combinations. Other policies that use estimates include the accounting for financial instruments and the accounting for stock-based compensation awards. For more details related to these estimates, refer to their sections within Note 2 in our 2022 Form 10-K. 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 March 31, 2023 and December 31, 2022, the Group had restricted cash of $0.3 million. The Company’s cash and cash equivalents generally consist of restricted cash and short-term investment funds. Cash and cash equivalents are stated at fair value. Going Concern The Group incurred a Net loss of $63.2 million and of $29.1 million for the three months ended March 31, 2023, and the three months ended March 31, 2022, respectively. As of March 31, 2023, and December 31, 2022, the Group had a net liability position of $315.1 million and $255.9 million, respectively. As of March 31, 2023, and December 31, 2022 the Group had cash and cash equivalents of $77.7 million and $104.5 million, including $52.1 million, and $61.0 million of cash and cash equivalents included in assets held for sale as of March 31, 2023, and December 31, 2022, respectively. 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 (each as defined below) on October 21, 2021 receiving proceeds of $229.3 million, entering into a note subscription agreement for $200.0 million on October 8, 2021 (Note 12), entering an additional unsecured note on March 31, 2022 for $100.0 million (Note 12), and entering into subscription agreements with several investors for a private placement of our Class A ordinary shares for $80.0 million in November 2022. The Group’s ability to continue as a going concern is dependent upon its ability to raise additional capital, which is necessary to fund its working capital requirements and ultimately achieve profitable operations. Management performed a going concern assessment for a period of twelve months from the date of approval of these Unaudited Condensed Consolidated Financial Statements to assess whether conditions exist that raise substantial doubt regarding the Group’s ability to continue as a going concern. On March 9, 2023, we entered into a committed working capital facility (the “Bridge Facility”) for an aggregate principal amount of up to $34.5 million with certain affiliates of our existing counterparty for our note subscription agreement (Note 12). On May 10, 2023, we entered into the Additional Bridge Facility for a further amount up to $34.5 million (Note 12) on terms substantially similar to the Bridge Facility and the Framework Agreement (Note 19). Please refer to Note 12 and Note 19 of the unaudited condensed consolidated financial statements for further discussion of the Additional Bridge Facility and the Framework Agreement. While there is no assurance that the Additional Bridge Facility and the Framework Agreement will be implemented in a manner that will provide us with the funding that we need, management believes it remains appropriate to prepare our financial statements on a going concern basis. However, the above indicates that there are material uncertainties relating to these potential events, including our ability to raise further capital through the successful implementation of the Additional Bridge Facility and the Framework Agreement and other strategic alternatives, and there is substantial doubt about the Group’s ability to continue as a going concern within one year after the date the Unaudited Condensed Consolidated Financial Statements have been issued. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. Income Taxes The Company determines the tax (provision) or benefit in interim periods using an estimate of the Company’s annual effective tax rate applied to the Company’s operating results during the interim period presented, adjusted for the potential tax impact of discrete events or transactions occurring during the period, as applicable. New Standards and Interpretations Not Yet Adopted In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value and that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU 2022-03 also requires the disclosure of the fair value, as reflected in the statement of financial condition, of equity securities subject to contractual sale restrictions and the nature and the disclosure of the remaining duration of those restrictions. ASU 2022-03 is effective for the Company beginning on January 1, 2024 and early adoption is permitted for both interim and annual financial statements that have not yet been issued. The ASU is to be applied prospectively, with any adjustments from the adoption recognized in earnings on the date of adoption. We are currently evaluating the impact of ASU 2022-03 on our Unaudited Condensed Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The new standard is effective for our fiscal year beginning after December 15, 2022. Early adoption is permitted. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations. As no business combinations were consummated during the periods presented, this new standard has no impact on these Unaudited Condensed Consolidated Financial Statements. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | 3. Assets Held for Sale 2022 Disposal Group Held for Sale During the fourth quarter of 2022, the IPA reporting unit was classified as held for sale in the Consolidated Balance Sheet within our 2022 Form 10-K as of December 31, 2022. The reporting unit continues to be classified as held for sale for the reporting period ended March 31, 2023. Management made certain judgements when assessing if this sale qualified for the presentation and disclosure requirements of a discontinued operation as defined under ASC 205, Presentation of Financial Statements, and concluded that the sale is not a strategic shift and therefore is not considered a discontinued operation. The Group continues to explore the sale of the IPA Business in 2023. Accordingly, the assets and liabilities of the IPA Business continued to be classified within the current section of the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023. The following presents the major classes of assets and liabilities for the IPA reporting unit held for sale: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Cash and cash equivalents 52,131 60,745 Prepayments and contract assets 413 396 Right of use assets - Non-current 1,277 1,319 Trade and other receivables 7,371 9,529 Property, plant and equipment 201 221 Goodwill 32,444 32,444 Other intangible assets 14,960 14,960 Assets held for sale 108,797 119,614 Trade and other payables 10,241 8,493 Accruals and other liabilities 3,071 3,479 Claims payable 45,317 41,650 Lease liabilities - Non-current 1,470 1,374 Premium Deficiency Reserve - Current 10,252 14,736 Liabilities held for sale 70,351 69,732 The IPA Business had the following pre-tax losses for each three months ended March 31 : (in thousands) IPA Business Net loss from operations before income taxes $ 2023 (7,989) 2022 (443) 4. Disposals 2023 Disposal On March 29, 2023, the Company entered into a Stock Purchase Agreement (“SPA ”) with an unrelated third party (the “Buyer”) for the sale of the reporting unit higi SH Holdings, Inc. (“Higi”), which was classified as held for sale in the Company’s Consolidated Balance Sheets as of December 31, 2022 included in our 2022 Form 10-K. As a result of the sale, which closed on March 29, 2023, the entire issued share capital of Higi was transferred to the Buyer for $0.8 million of cash consideration, of which $0.5 million was received on execution of the SPA and $0.3 million is to be paid 90 days after the closing, resulting in the recognition of a Loss on sale of subsidiary of $0.6 million in the Unaudited Condensed Statements of Operations and Other Comprehensive Loss for the three months ended March 31, 2023. Effect of disposal: As of March 29, 2023 (in thousands) $ Cash and cash equivalents (158) Prepayments and contract assets (996) Right of use assets - Non-current (1,466) Trade and other receivables (3,461) Accruals and other liabilities 2,476 Contract liabilities – Current 686 Lease liabilities - Current 190 Lease liabilities - Non-current 1,317 Net assets and liabilities derecognized (1,412) Consideration received 766 Loss on disposal (646) |
Disposals
Disposals | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposals | 3. Assets Held for Sale 2022 Disposal Group Held for Sale During the fourth quarter of 2022, the IPA reporting unit was classified as held for sale in the Consolidated Balance Sheet within our 2022 Form 10-K as of December 31, 2022. The reporting unit continues to be classified as held for sale for the reporting period ended March 31, 2023. Management made certain judgements when assessing if this sale qualified for the presentation and disclosure requirements of a discontinued operation as defined under ASC 205, Presentation of Financial Statements, and concluded that the sale is not a strategic shift and therefore is not considered a discontinued operation. The Group continues to explore the sale of the IPA Business in 2023. Accordingly, the assets and liabilities of the IPA Business continued to be classified within the current section of the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023. The following presents the major classes of assets and liabilities for the IPA reporting unit held for sale: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Cash and cash equivalents 52,131 60,745 Prepayments and contract assets 413 396 Right of use assets - Non-current 1,277 1,319 Trade and other receivables 7,371 9,529 Property, plant and equipment 201 221 Goodwill 32,444 32,444 Other intangible assets 14,960 14,960 Assets held for sale 108,797 119,614 Trade and other payables 10,241 8,493 Accruals and other liabilities 3,071 3,479 Claims payable 45,317 41,650 Lease liabilities - Non-current 1,470 1,374 Premium Deficiency Reserve - Current 10,252 14,736 Liabilities held for sale 70,351 69,732 The IPA Business had the following pre-tax losses for each three months ended March 31 : (in thousands) IPA Business Net loss from operations before income taxes $ 2023 (7,989) 2022 (443) 4. Disposals 2023 Disposal On March 29, 2023, the Company entered into a Stock Purchase Agreement (“SPA ”) with an unrelated third party (the “Buyer”) for the sale of the reporting unit higi SH Holdings, Inc. (“Higi”), which was classified as held for sale in the Company’s Consolidated Balance Sheets as of December 31, 2022 included in our 2022 Form 10-K. As a result of the sale, which closed on March 29, 2023, the entire issued share capital of Higi was transferred to the Buyer for $0.8 million of cash consideration, of which $0.5 million was received on execution of the SPA and $0.3 million is to be paid 90 days after the closing, resulting in the recognition of a Loss on sale of subsidiary of $0.6 million in the Unaudited Condensed Statements of Operations and Other Comprehensive Loss for the three months ended March 31, 2023. Effect of disposal: As of March 29, 2023 (in thousands) $ Cash and cash equivalents (158) Prepayments and contract assets (996) Right of use assets - Non-current (1,466) Trade and other receivables (3,461) Accruals and other liabilities 2,476 Contract liabilities – Current 686 Lease liabilities - Current 190 Lease liabilities - Non-current 1,317 Net assets and liabilities derecognized (1,412) Consideration received 766 Loss on disposal (646) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue i) Disaggregation of Revenue Revenue is primarily derived from the following sources: (1) capitation revenue from value-based care services, (2) patient revenues from the provision of clinical services, and (3) software license fees for the provision of AI services. The following table presents revenue by sources: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ Value-based care 287,465 246,575 Clinical services 17,108 12,115 Software licensing 6,547 7,756 Revenue 311,120 266,446 The following table presents revenue by healthcare services provided under our value-based care arrangements: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ Medicaid 118,060 149,045 Medicare 111,277 87,564 Other 58,128 9,966 Value-based care 287,465 246,575 ii) Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Trade receivables, net (Note 9) 15,404 15,524 Contract assets (Note 9) 8,533 6,112 Contract liabilities (Note 5 iii) 61,884 64,870 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: Remainder of 2023 2024 2025 2026 2027 and beyond Total (in thousands) $ $ $ $ $ $ As of March 31, 2023 14,713 17,731 16,358 7,207 5,874 61,884 The table below shows significant changes in contract liabilities: For the Three Months Ended March 31, 2023 For the Year Ended December 31, 2022 (in thousands) $ $ Balance on January 1 64,870 94,182 Amounts billed but not recognized 271 2,696 Revenue recognized (4,674) (21,503) Effect of movement in foreign exchange 1,460 (9,774) Transferred to liability held for sale (43) (731) Contract liabilities 61,884 64,870 No revenue was recognized from performance obligations satisfied (or partially satisfied) in previous periods. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 6. Segment Information The Company disclosed our accounting policy for segment reporting in our 2022 Form 10-K as of December 31, 2022, including the determination that that the Company has one reportable segment. While there is only one reportable segment, the Company has disclosed the concentrations for major customers and geographical information below. Major Customers Below is a summary of customers that met or exceeded 10% of external revenues in each period presented: For the Three Months Ended March 31, 2023 2022 (in thousands) $ % of revenue $ % of revenue Customer 1 161,721 52.0 % 145,043 54.4 % Customer 2 82,936 26.7 % 61,446 23.1 % Geographical Information Revenue from external customers attributed to individual countries is summarized as follows: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ U.S. 292,783 250,597 U.K. 12,497 9,435 Rest of World 5,840 6,414 Total 311,120 266,446 Non-current assets attributed to individual countries is summarized as follows: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ U.K. 20,278 21,055 U.S. 4,470 4,752 Rest of World 161 178 Total 24,909 25,985 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 7. Variable Interest Entities As discussed in Note 2 , the PC entities were established to employ healthcare providers, contract with managed care payors and to deliver healthcare services to patients in the markets that the Company serves. Activities include but are not limited to operational support of the centers, marketing, information technology infrastructure and the sourcing and managing of health plan contracts. The Company evaluated whether it has a variable interest in the PCs, whether the PCs are VIEs, and whether the Company has a controlling financial interest in the PCs. The following illustrate the assets, liabilities and performance of the PCs during the periods presented: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Total assets 128,196 137,675 Total liabilities 231,374 228,283 For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 (in thousands) $ $ Total revenues 130,761 127,138 Operating expenses: Claims expense (127,680) (118,985) Clinical care delivery expense (7,932) (8,912) Sales, general and administrative expenses (8,668) (14,352) Depreciation and amortization expenses — (659) Premium deficiency reserve income 4,484 14,028 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, net | 8. Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Computer equipment 2,210 2,195 Fixtures and fittings 9,829 10,463 Total 12,039 12,658 |
Trade and Other Receivables, Pr
Trade and Other Receivables, Prepayments and Contract Assets | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Trade and Other Receivables, Prepayments and Contract Assets | 9. Trade and Other Receivables, Prepayments and Contract Assets The components of Trade receivables, net, Other receivables and Prepayments and contract assets reflected in the Unaudited Condensed Consolidated Balance Sheets are disaggregated, as applicable, in the table below: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Trade receivables, gross 15,519 17,635 Allowance for doubtful accounts (115) (2,111) Trade receivables, net (Note 5) 15,404 15,524 Other receivables 4,523 7,205 Security deposit 8,510 8,481 VAT receivable 1,864 1,816 Other receivables 14,897 17,502 Prepayments 9,871 12,237 Contract assets 8,533 6,112 Prepayments and contract assets 18,404 18,349 The Group has assessed its current expected credit loss estimate, in line with the requirements of ASC 326 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 March 31, 2023 and December 31, 2022 is immaterial. The table below shows significant changes in contract assets for the periods presented: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Balance at January 1 6,112 4,484 Revenues recognized but not billed 7,376 4,478 Amounts reclassified to trade receivable (5,068) (1,914) Amounts transferred to assets held for sale (21) (936) Effect of movement in foreign exchange 134 — Contract assets 8,533 6,112 |
Trade and Other Payables, Accru
Trade and Other Payables, Accruals and Other Labilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables, Accruals and Other Labilities | 10. Trade and Other Payables, Accruals and Other Liabilities The components of Trade payables, Other payables and Accruals and other liabilities reflected in the Condensed Consolidated Balance Sheets are disaggregated, as applicable, in the table below: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Trade payables 5,893 9,600 Taxation and social security 2,379 4,839 Other 1,667 — Other payables 4,046 4,839 Accruals 39,299 28,878 Other liabilities 701 1,151 Accruals and other liabilities 40,000 30,029 |
Claims Payable
Claims Payable | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Claims Payable | 11. Claims Payable The following table is a summary of claims activity: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Balance at January 1 8,475 24,628 Claims incurred, net 283,906 1,017,003 Claims settled (279,434) (991,506) Claims payable transferred to liabilities held for sale (3,667) (41,650) Claims payable 9,280 8,475 |
Loans and Borrowings
Loans and Borrowings | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans and Borrowings | 12. Loans and Borrowings The following table is a summary of the non-current liabilities: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Non-current liabilities Loan notes 338,650 310,466 Unamortized fair value adjustment, discount, and debt issuance costs (43,201) (32,438) Total 295,449 278,028 Bridge Facility On March 9, 2023, the Company and certain affiliates of, or funds managed and/or advised by, AlbaCore Capital LLP (the “AlbaCore Bridge Notes Subscribers”) entered into a bridge loan notes facility agreement (the “Bridge Facility Agreement”) by and among the Company, as borrower, Babylon Healthcare Inc., Babylon Partners Ltd., and Babylon Inc., as subsidiary guarantors (the “Subsidiary Guarantors”), and Babylon Group Holdings Limited, a limited company organized under the laws of England, as parent guarantor (the “Parent Guarantor” and, together with the Subsidiary Guarantors, the “Guarantors”), pursuant to which the AlbaCore Bridge Notes Subscribers agreed to provide Babylon with secured debt financing in the form of a senior secured term loan notes (“Bridge Notes”) facility (the “Bridge Facility”) for an aggregate principal amount of up to $34.5 million of Bridge Notes. Upon satisfaction of the applicable conditions described in the Bridge Facility Agreement, including the receipt of certain security documents and other transaction documentation, funding under the Bridge Facility was completed in three tranches of Bridge Notes in the aggregate principal amounts of $13.8 million, $11.5 million, and $9.2 million, respectively. On April 17, 2023, Babylon and AlbaCore agreed to a waiver of the conditions for the utilization of tranche three of the Bridge Facility pursuant to the terms of the Tranche Three Waiver (as defined in Note 19). The Bridge Facility was subject to an original issue discount (calculated on the basis of an aggregate principal amount of $30.0 million). Prior to the amendments made pursuant to the Amendment and Restatement Agreement (as defined below), the maturity date of the Bridge Facility was November 4, 2026. The Bridge Facility bears payment-in-kind (“PIK”) interest at a rate of the term Secured Overnight Financing Rate (“SOFR”) plus credit adjustment spread plus a 12% margin. All PIK interest is capitalized and added to the principal of the Bridge Facility on the interest payment date of each month. On May 10, 2023, the Company, the Guarantors, and the AlbaCore Bridge Notes Subscribers entered into an amendment and restatement agreement (the “Amendment and Restatement Agreement”) pursuant to which the Bridge Facility agreement was amended and restated (as amended and restated, the “Amended Bridge Facility Agreement”) and certain of the noteholders of the Bridge Facility (the “Bridge Noteholders”) agreed to provide further secured debt financing in the form of the Additional Bridge Facility in an aggregate principal amount of up to $34.5 million, to be funded in three additional tranches (such loan notes to be issued thereunder, the “Additional Bridge Notes”). The Additional Bridge Facility is subject to an original issue discount (calculated on the basis of an aggregate principal amount of $30.0 million). The Additional Bridge Notes will be issued by the Parent Guarantor, are on economic terms substantially similar to the Bridge Notes and will rank pari passu with the Bridge Notes. The issuance of the Additional Bridge Notes is subject to the satisfaction of certain conditions precedent, including the receipt of certain supplemental security agreements and other transaction documentation, and with respect to the third tranche, approvals by Bridge Noteholders. Each member of the Group which granted security to secure the obligations in respect of the Bridge Notes and the Existing Notes is required to grant supplementary security on substantially the same terms to secure the obligations in respect of the Additional Bridge Notes. The Additional Bridge Notes are guaranteed by the Company and the Guarantors substantially on the same terms as the guarantees granted in respect of the Bridge Notes. The Amended Bridge Facility Agreement provides that proceeds from the Additional Bridge Facility must be used for working capital purposes and payments of fees, costs and expenses in connection with the Additional Bridge Facility and related transaction documentation. Pursuant to the terms of the Amended Bridge Facility Agreement, the Group is subject to certain additional restrictive covenants in relation to cash management, intra-group lending and certain other transactions, certain permitted exclusions to the restrictive covenants under the Bridge Facility Agreement have been removed or limited, certain events of default have been expanded to cover all members of the Group, certain additional events of default in relation to restrictions on transfer of the Bridge Notes and/or the Additional Bridge Notes have been added to the Bridge Facility Agreement, and the operational milestones in relation to a recapitalization of the Group and/or the sale of the Group, a sale of a strategic minority stake in the Group or a sale of material assets or subsidiaries of the Group have been removed. The Bridge Notes and the Additional Bridge Notes shall be repayable on demand by written notice delivered by the trustee appointed under the Bridge Facility Agreement (the “Note Trustee”), on a date at least five There are both mandatory and voluntary redemption features under the Amended Bridge Facility Agreement. Mandatory redemption is triggered in the event of a change in control of the Company. That includes when a person or group is or becomes the beneficial owner directly or indirectly of more than 50% of the total voting power of the Company. Mandatory redemption is also triggered in the event that the Company or any other member of the Group raises debt or equity financing. In such cases, all of the net financing proceeds will be applied in redemption of the Bridge Notes and the Additional Bridge Notes (together, the “Notes”). Mandatory redemption is also triggered in the event that the Company or any other member of the Group completes a disposal of its assets other than certain excluded disposals including ordinary course trading. In such cases, all of the net disposal proceeds will be applied in redemption of the Notes. Mandatory redemption is also triggered in the event that the Company or any member of the Group receives proceeds under an insurance claim other than certain excluded insurance claims proceeds. In such cases, the amounts received as insurance proceeds will be applied in redemption of the Notes. Voluntary redemption may be made by the Company or the Parent Guarantor to redeem or repurchase the relevant Notes on the last day of an interest period in whole or in part. This voluntary redemption must be an amount that reduces the amount of the relevant Notes by a minimum amount of $1.0 million or such lesser amount as agreed by the Note Trustee. Any redemption of the Notes shall be applied pro rata to the face value of the Notes held by each of the noteholders at such time. Following execution of the Bridge Facility Agreement in March 2023, the AlbaCore Bridge Notes Subscribers had the right to nominate a candidate for appointment by the Company as an independent, non-executive director to the board of directors of the Company. In accordance with this right, the AlbaCore Bridge Notes Subscribers nominated and the Company completed the appointment of Eugene I. Davis to the board of directors effective March 30, 2023. In addition, the Company agreed, pursuant to the Tranche Three Waiver, that the Bridge Noteholders would be entitled to nominate a candidate for appointment by the Company as an independent, non-executive director to the board of directors of the Company and that, following such appointment, the board of the Company shall at all times comprise a maximum of five directors, a majority of which must be independent non-executive directors and two of which must be nominated by the Bridge Noteholders. See Note 19 for further details on the Tranche Three Waiver. On March 15, 2023, as a condition subsequent to the execution of the Bridge Facility Agreement, the Company entered into subscription agreements with the AlbaCore Bridge Notes Subscribers for the private placement of Class A ordinary shares representing 2.3%, or 534,911 Class A ordinary shares of the Company (excluding earnout shares and employee awards) as at the closing date (the “Private Placement Shares”), as consideration for the agreement by the AlbaCore Bridge Notes Subscribers to provide secured debt financing to the Company pursuant to the Bridge Facility Agreement. The Private Placement Shares were issued on March 27, 2023. In addition, on March 15, 2023, as a condition subsequent to the execution of the Bridge Facility Agreement, the Company amended and restated the warrant instrument dated November 4, 2021, as previously amended and restated on March 31, 2022 (the “Warrant Instrument”), evidencing the issuance of warrants (the “AlbaCore Warrants”) to subscribe for Class A ordinary shares to the AlbaCore Existing Notes Subscribers (as defined below), such that their subscription entitlement to receive Class A ordinary shares pursuant to the terms of the Warrant Instrument was deemed automatically and irrevocably exercised. The Company issued 105,431 Class A ordinary shares (the “Warrant Shares”) to the AlbaCore Existing Notes Subscribers, pursuant to such deemed exercise of the AlbaCore Warrants, on March 27, 2023. In addition, the Company agreed to file a registration statement on Form S-3 with the SEC to register resales from time to time of the Private Placement Shares and the Warrant Shares within 10 business days after receiving a written request therefor from the AlbaCore Bridge Notes Subscribers. AlbaCore Existing Notes On October 8, 2021, Babylon entered into a note subscription agreement (the “Note Subscription Agreement”) that provided for the issuance of up to $200.0 million in unsecured notes due 2026 (the “Existing Notes”) to affiliates of, or funds managed or controlled by, AlbaCore Capital LLP (the “AlbaCore Existing Notes Subscribers”). On November 4, 2021 (“Note Closing Date”), Babylon issued the full $200.0 million (the “Principal Amount”) of Existing Notes under the Note Subscription Agreement at a discount of 95.5% of the Principal Amount. The Existing Notes 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. The Existing Notes will mature five years from the Note Closing Date on November 4, 2026. The terms of the Existing Notes included 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 additional paid in capital reserve or redeem, repurchase or retire its Class A ordinary shares; incur or allow to remain outstanding guarantees; make certain joint venture investments; enter into operating 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 Existing Notes also included customary events of default. However, as a condition to the funding of the Bridge Facility, the Company and the AlbaCore Existing Notes Subscribers agreed to certain amendments to the Existing Notes and the deed poll governing the Existing Notes. In addition, the Company and the Parent Guarantor agreed to grant security in favor of the AlbaCore Existing Notes Subscribers (on a junior basis to the AlbaCore Bridge Notes Subscribers), and the Company agreed to pay a consent fee of $1,500,000 to be capitalized into the principal amount of the Existing Notes. These amendments to the Existing Notes aligned certain of the covenants of the Existing Notes to the covenants of the Bridge Facility, including the minimum liquidity covenant, the prohibition on distribution to or dividends to shareholders, the governance undertakings and milestones and provided for the capitalization of accrued interest on the Existing Notes in respect of the interest period ending May 4, 2023 at a rate equal to the interest rate of the Existing Notes plus 2% per year. The Company and AlbaCore Existing Notes Subscribers are expected to enter into a second supplemental deed poll to amend the relevant terms and conditions of the Existing Notes to align with the amendments made to the Bridge Facility Agreement pursuant to the Amendment and Restatement Agreement. On the Note Closing Date, Babylon issued AlbaCore Warrants to subscribe for an aggregate of 70,299 Class A ordinary shares to the AlbaCore Existing Notes Subscribers on a pro rata basis by reference to the relevant proportion of the Principal Amount of Existing Notes subscribed for by each AlbaCore Existing Notes Subscribers. As noted above, all AlbaCore Warrants were amended and deemed automatically and irrevocably exercised as of March 15, 2023. We capitalized debt issuance costs of $3.4 million in connection with the issuance of the Existing Notes. Please refer to Note 15 for further discussion of 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 Existing 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 $100 million, occurred on March 31, 2022 (the “Second Closing Date”). The terms and conditions of the Additional Notes are the same as the terms of the Existing Notes, with the exception that the Additional Notes were 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 Existing Notes to be immediately consolidated and form a single series with the outstanding Existing Notes. On the Second Closing Date, Babylon issued AlbaCore Warrants to subscribe for an aggregate of 35,150 additional Class A ordinary shares (the “Additional AlbaCore Warrants”) to the Second Note Subscribers. Upon an exercise event, the AlbaCore Warrants were exercisable in full and not in part only. The exercise events applicable to the Additional AlbaCore Warrants were the same as the AlbaCore Warrants. As noted above, all AlbaCore Warrants were subsequently amended and deemed automatically and irrevocably exercised as of March 15, 2023. We capitalized debt issuance costs of $4.0 million in connection with the issuance of the Additional Notes. Please refer to Note 15 for further discussion of the Additional Albacore Warrants. Under the original terms of the AlbaCore Warrants, upon any exercise event Babylon had 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 in its absolute discretion determined). The cash redemption payment per Note Warrant would have been determined by reference to the closing price for the Class A ordinary shares on such date as specified in the Amended and Restated Warrant Instrument in respect of each exercise event, provided that if the closing price was in excess of $375.00 per Class A ordinary share (subject to customary adjustments), the cash redemption payment would have been capped at $375.00 per Note Warrant. Under the terms of the AlbaCore Warrants, 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 was 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 was specified in the Amended and Restated Warrant Instrument in respect of each exercise event was in excess of $375.00 per Class A ordinary share. Accrued Interest Interest is payable on the Existing Notes semi-annually on May 4 and November 4 each year. The first and second interest payment was due on the six-month and one-year anniversary of the Note Closing Date on May 4, 2022 and November 4, 2022 respectively. As of May 4, 2022 and November 4, 2022, the interest payable on the Existing Notes was $8.8 million and $12.2 million, respectively. In accordance with the Note Subscription Agreement, Babylon elected to satisfy 50.0% of the interest payable on such dates of $4.4 million and $6.1 million through the issuance of further Existing Notes, which were immediately consolidated and formed into a single series with the outstanding Existing Notes. The remaining $4.4 million and $6.1 million of the interest payable was settled in cash and reflected within the Consolidated Statement of Cash Flows line item for Increase / (Decrease) in accruals and other liabilities and due to related parties in the year-ended December 31, 2022. In accordance with the terms of the Bridge Facility, 100.0% of the interest payable on May 4, 2023 was satisfied through the issuance of further Existing Notes, rather than being paid in cash. Changes in Loans and Borrowings from Financing Activities AlbaCore Notes Total Loans and Borrowings Balance at January 1, 2023 278,028 278,028 Changes from financing cash flows Proceeds from issuance of notes and warrants 22,000 22,000 Payment of debt issuance costs (3,153) (3,153) Total changes from financing cash flows 18,847 18,847 Other changes Unpaid debt issuance costs (1,403) (1,403) Amortization of fair value adjustment, discount, and debt issuance costs 1,781 1,781 Fair value of equity issued (1,804) (1,804) Total other changes (1,426) (1,426) Balance at March 31, 2023 295,449 295,449 During the three months ended March 31, 2023 and three months ended March 31, 2022 there was no interest paid on Loans and borrowings. As of March 31, 2023, and December 31, 2022 the unpaid portion of interest on Loans and borrowings, recognized within Accruals and other liabilities, was $10.2 million, and $3.9 million, respectively. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 13. Employee Benefits Equity Incentive Plans The Company disclosed details of the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which new awards can and past awards have been made, and concerning the Company Share Option Plan and Long-Term Incentive Plan pursuant to which past awards have been, but new awards may not be made, in our 2022 Form 10-K as of December 31, 2022. There have been no changes to these plans during the three months ended March 31, 2023. As of March 31, 2023, there are 1,023,938 C lass A ordinary shares available for issuance pursuant to future awards under the 2021 Plan. Stock-based Payments Stock-based compensation expense is recognized using the graded vesting method. Stock-based payments are recognized as expense for restricted stock units (“RSUs”), Restricted Stock Awards (“RSAs”), Performance Stock Units (“PSUs”) and options, net of estimated forfeitures, as follows: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ Total stock-based compensation expense 2,167 9,174 Restricted Stock Awards The following table displays RSA activity and weighted average grant date fair values for the three months ended March 31, 2023: RSAs Weighted average grant date fair value per RSA Balance at January 1, 2023 570,314 $ 19.50 Granted — $ — Vested and issued (68,048) $ 33.76 Forfeited (39,952) $ 7.95 Balance at March 31, 2023 462,314 $ 21.03 Vested and unissued at March 31, 2023 116,874 $ 12.47 Unvested at March 31, 2023 345,440 $ 23.93 No RSAs were granted during the three months ended March 31, 2023. The Company recorded stock-based compensation expense related to RSAs of $1.5 million during the three March 31, 2023. No stock-based compensation expense related to RSAs was recognized during the three months ended March 31, 2022. As of March 31, 2023, the unrecognized compensation cost related to unvested RSAs is $6.5 million, which is expected to be recognized over a weighted average period of 2.8 years. Restricted Stock Units The following table displays RSU activity and weighted average grant date fair values for the three months ended March 31, 2023: RSUs Weighted average grant date fair value per RSU 1 Balance at January 1, 2023 702,823 $ 82.85 Granted 19,400 $ 8.46 Vested and issued (11,812) $ 132.61 Forfeited (148,867) $ 87.26 Balance at March 31, 2023 561,544 $ 77.83 Vested and unissued at March 31, 2023 23,933 $ 76.19 Unvested at March 31, 2023 537,611 $ 113.73 (1) The calculation of weighted average grant date fair value excludes RSUs issued to Higi employees upon the acquisition of Higi during the period ended March 31, 2023. The total grant-date fair value of RSUs granted during the three months ended March 31, 2023 and 2022 was $0.2 million and $1.7 million, respectively. The Company recorded stock-based compensation expense related to RSUs during the three months ended March 31, 2023 and three months ended March 31, 2022 of $0.02 million and $6.9 million, respectively. As of March 31, 2023, the Company had $28.4 million in unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted average period of 2.6 years. Performance Share Units The following table displays PSU activity and weighted average fair values for the periods presented: PSUs Weighted average fair value Balance at January 1, 2023 624,000 $ 11.23 Granted — $ — Vested and issued — $ — Forfeited / cancelled during the period (32,000) $ 8.58 Balance at March 31, 2023 592,000 $ 11.73 Vested and unissued at March 31, 2023 — Unvested at March 31, 2023 592,000 $ 11.73 No PSUs were granted during the three months ended March 31, 2023 . The Company recorded stock-based compensation expense related to PSUs of $0.2 million during the three months ended March 31, 2023. No stock-based compensation expense related to PSUs was recognized during the three months ended March 31, 2022. As of March 31, 2023, the Company had $6.3 million in unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.1 years. Options There were no options granted during the three months ended March 31, 2023. 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. The group uses the following key assumptions to determine the grant date fair value of options in the period they were granted as follows: Fair Value of Underlying Stock The fair value of the Company’s Class A ordinary shares is determined by the closing price, on the date before the grant, of the Class A ordinary shares, which are traded on the NYSE. Prior to the Merger described in the 2022 Form 10-K, the estimated fair value of the Class A ordinary shares had 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 Class A 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. Volatility The Company uses an average historical stock price volatility of a peer group of comparable publicly traded healthcare companies representative of our expected future stock price volatility, as there is not sufficient trading history for our Class A ordinary shares. For purposes of identifying these peer companies, the Company considers the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, the Company measures historical volatility over a period equivalent to the expected term. Risk-Free Interest Rate The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with maturities similar to the expected term of the award. Expected Dividend Yield The Company has not paid and does not anticipate paying any dividends in the foreseeable future. Accordingly, the Company estimates the dividend yield to be zero. Expected Term The Company determines the expected term of awards using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. The following table displays option activity, aggregate intrinsic values, and weighted average exercise prices and remaining contractual lives for the three months ended March 31, 2023: Weighted average exercise price Number of options Weighted average remaining contractual life in years Aggregate intrinsic value $ $’000 Outstanding at the beginning of the period 19.76 368,069 8.32 $ (4,723) Granted during the period — — N/A Exercised during the period 0.01 (5,792) N/A $ (40) Forfeited / cancelled during the period 21.04 (43,388) N/A Outstanding at the end of the period 19.96 318,889 9.18 $ (4,846) Exercisable at the end of the period 19.43 302,031 8.67 $ (4,427) No options were granted during the three months ended March 31, 2023. The Company recorded stock-based compensation expense related to Options during the three months ended March 31, 2023 and three months ended March 31, 2022 of $0.5 million and $2.3 million, respectively. As of March 31, 2023, the Company had $1.5 million in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted average period of 0.7 years. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | 14. Equity Equity Following the Conversion and Reverse Share Split On March 9, 2023, we entered into a Bridge Facility Agreement (Note 12) that provided that subsequent to closing, the Company was required to issue 534,911 Class A ordinary shares in total. This consisted of (i) 534,911 Class A ordinary shares representing 2.3% of the outstanding Class A ordinary shares outstanding on the date of closing, excluding earnout shares and employee awards, and (ii) 105,431 shares associated with the deemed and irrevocable exercise of all the AlbaCore Warrants as of March 27, 2023 (Note 15 ). The following tables display the number of shares of Babylon Holdings Limited, for Class A ordinary and Class B ordinary shares authorized, issued and outstanding as of January 1, 2022, and reconciled for activity that occurred during the period presented, including the shares issued pursuant to closing conditions in the Bridge Facility, to the shares issued and outstanding as of March 31, 2023 : (In thousands of shares) Class A ordinary shares Class B ordinary shares Authorized 260,000 124,000 On issue at January 1, 2023 24,859 — Issued during the period prior to Bridge Facility 86 — Issued as part of Warrant Settlement 105 — Issued as part of Bridge Facility 535 — Issued during the period subsequent to Bridge Facility — — On issue at March 31, 2023—fully paid 25,585 — 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 For the Three Months Ended For the Year Ended March 31, 2023 December 31, 2022 (in thousands) $ $ January 1, 4,272 (2,808) Foreign operations – foreign currency translation differences (565) 7,080 March 31, 3,707 4,272 Retained Earnings The retained earnings account represents retained profits or losses less amounts distributed to shareholders. |
Warrant and Earnout Liabilities
Warrant and Earnout Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant and Earnout Liabilities | 15. Warrant and Earnout Liabilities The Company’s warrant and earnout shares are classified and accounted for as liabilities at fair value, with changes if fair value recorded in the Consolidated Statement of Operations and Other Comprehensive Loss in Fair Value Remeasurement. The following table displays the number of warrant and earnout shares in issue as of March 31, 2023: Tradeable Non-tradeable Total (In thousands of shares) No. of warrants No. of warrants No. of warrants In issue at January 1, 2023 — 105 105 Exchange of AlbaCore Warrants — (105) (105) In issue at March 31, 2023 — — — Total (In thousands of shares) No. of earnouts In issue at January 1, 2023 1,604 Release of Stockholder Earnout Shares — Release of Sponsor Earnout Shares — In issue at March 31, 2023 1,604 AlbaCore Warrants and Additional AlbaCore Warrants As a condition to closing the Bridge Facility (Note 12), all of the outstanding AlbaCore Warrants, consisting of 70,299 initial AlbaCore Warrants and 35,150 Additional AlbaCore Warrants, were deemed automatically and irrevocably exercised on March 15, 2023. These AlbaCore Warrants were exercised by means of a cashless exercise, reducing the number of shares issued upon exercise to cover the aggregate subscription price owed to the Company, and resulted in the distribution of 105,431 Class A ordinary shares (“Warrant Shares”) associated with this exercise. The aggregate fair value of Warrant Shares issued upon exercise was $0.8 million . As a result of this transaction, there are no warrants are outstanding as of March 31, 2023. Earnout Shares As of March 31, 2023, there were 1,603,750 Earnout Shares outstanding, consisting of 1,552,000 Class A ordinary shares owned by the Company’s Founder and Chief Executive Officer (“Stockholder Earnout”) and 51,750 Class A ordinary shares owned by Alkuri’s sponsor (the “Sponsor Earnout Shares”). The Earnout Shares are classified as a liability and recognized at fair value and each reporting period end date. The initial and subsequent measurements of fair value are derived using a Monte Carlo simulation. Refer to Note 17 for the fair value movements of this instrument through the period resulting with an ending liability balance of $0.3 million in the aggregate for both Stockholder and Sponsor Earnout Shares, as of March 31, 2023. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 16. Related Parties Transactions with Management As of March 31, 2023, Babylon had accrued $4.8 million within the Due to related parties account in the Condensed Consolidated Balance Sheets for costs incurred during the year ended December 31, 2022 related to a guarantee of a minimum level of compensation based in part on the Company’s stock price for a senior (non-Director) employee under their employment agreement. Directors’ remuneration is borne by the Company’s subsidiary, Babylon Partners Limited. In February of 2022, we identified a related party relationship between our acting CFO for our IPA Business, who was appointed that position for the IPA Business in August of 2022, and an entity that receives administrative services from one of the IPA Business’ subsidiaries. This individual was also appointed as CFO of the entity that receives these administrative services in February of 2022. While a related party relationship exists, the amounts recognized during the period are immaterial. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. Fair Value Measurements 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 March 31, 2023 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 (in thousands) $ $ $ $ AlbaCore Warrants — — — — Stockholder earnouts — — 244 244 Sponsor earnouts — — 8 8 — — 252 252 The following table presents a reconciliation of the fair values for each level of fair value instruments is below: Tradeable (Level 1) Non-tradeable (Level 2) Non-tradeable (Level 3) Total (in thousands) $ $ $ $ Balance of Warrant and Earnout liabilities at December 31, 2022 — — 1,378 1,378 Fair value remeasurement of Warrant liabilities prior to settlement of AlbaCore warrants — — 60 60 Settlement of AlbaCore warrants upon issuance of shares — — (771) (771) Fair value remeasurement of Earnout liabilities — — (415) (415) Balance of Earnout liabilities at March 31, 2023 — — 252 252 The AlbaCore Warrants and Earnout Shares were valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Earnout Shares include both Stockholder and Sponsor Earnout Shares and have equivalent terms and conditions. The primary unobservable input utilized in determining the fair value of the AlbaCore Warrants and Earnout Shares is the expected volatility of our ordinary shares. The expected volatility of the Company’s ordinary shares was determined using peer group companies ranging from 41.9% to 111.8%. 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 on the date of exercise and as of March 31, 2023: As of As of March 15, 2023 December 31, 2022 Underlying stock price (USD) $ 6.86 $ 6.75 Exercise price (USD) $ 0.00106 $ 0.00106 Volatility 81.2 % 75.7 % Remaining term (years) 3.65 3.85 Risk-free rate 3.9 % 4.0 % The key inputs into the Monte Carlo simulation model for the Earnout Shares were as follows as of March 31, 2023 and December 31, 2022: As of As of March 31, 2023 December 31, 2022 Underlying stock price (USD) $ 5.09 $ 6.75 Exercise price (USD) N/A N/A Volatility 74.5 % 75.2 % Remaining term (years) 4.31 4.56 Risk-free rate 3.6 % 4.0 % |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 18. Net Loss Per Share Class A ordinary shareholders have the same rights to earnings as Class B ordinary shareholders. Accordingly, basic and diluted EPS is the same for both forms of ordinary shares and collectively referred to as ordinary shareholders in this footnote. The following table sets forth the computation of basic and dilutive net loss per share attributable to the Group’s ordinary shareholders: (In thousands, except for share count and per share data) 2023 2022 Net loss attributable to ordinary shareholders (63,229) (29,100) Weighted average shares outstanding – Basic and Diluted 25,025,645 17,038,663 Net loss per share – Basic and Diluted (2.53) (1.71) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On April 17, 2023, Babylon and AlbaCore agreed to a waiver of the conditions for the utilization of tranche three of the Bridge Facility (the “Tranche Three Waiver”). In connection with the Tranche Three Waiver, among other things, (i) certain operational milestones under the Bridge Facility Agreement were extended, (ii) the governance regime agreed under the Bridge Facility Agreement was simplified to provide a right for the Bridge Noteholders to nominate a candidate for appointment by the Company as an independent, non-executive director to the board of directors of the Company and that, following such appointment, the board of directors of the Company shall at all times comprise a maximum of five directors, a majority of which must be independent non-executive directors and two of which must be nominated by the Bridge Noteholders and (iii) the Company agreed to provide the Bridge Noteholders with additional information in relation to the Group to facilitate their financial, operational and legal due diligence of the Group. On May 10, 2023, the Company amended the Bridge Facility and entered into the Additional Bridge Facility with AlbaCore for an additional amount up to $34.5 million on terms substantially similar to the original Bridge Facility. At the same time, the Group and AlbaCore entered into a framework implementation agreement (the “Framework Agreement”) to facilitate, upon the Trigger Event, a restructuring and recapitalization of the Group. Upon satisfaction of the applicable terms and conditions, the Additional Bridge Facility will be made available to the Company in three additional tranches. The proceeds from the Additional Bridge Facility are expected to support the Company’s on-going operations and facilitate any necessary preparatory work to ensure that the Take Private Proposal (as defined below) can be ready for implementation between June 16, 2023 and June 30, 2023, in the absence of other acceptable transaction proposals from third parties in the interim period. The Framework Agreement contemplates that, upon the Trigger Event, core direct and indirect subsidiaries of the Company (the “Go-Forward Business”) will return to private ownership (the “Take Private Proposal”) and provides, subject to specified terms and conditions and definitive documentation, a structure for the following to be implemented: (i) additional funding for the Go-Forward Business; (ii) an amendment of the existing debt under the under the Existing Notes, the Bridge Facility and the Additional Bridge Facility (collectively, the “Debt”), including an extension of the maturity of the Debt; and (iii) a new long-term employee incentive plan. The Framework Agreement contemplates the implementation of the Take Private Proposal through the appointment of administrators by the English courts to the Company (but not to any other member of the Group) and a series of steps to be described in a steps plan, pursuant to which the Take Private Proposal will involve (i) the transfer of assets and investments in subsidiaries from the Company to Babylon Group Holdings Limited, (ii) a request by the board of directors of the Company to the High Court in London for the appointment of administrators to the Company; (iii) those administrators’ sale of Babylon Group Holdings Limited and certain other assets of the Company (together representing substantially all of the business of the Group) to an entity formed by the Investor Group (the “NewCo”); and (iv) the subsequent dissolution of the Company and any subsidiaries in the Group that are not transferred to the NewCo. This transaction would be implemented without the approval of Babylon’s shareholders because AlbaCore will be exercising rights under its debt agreements with Babylon, and the Take Private Proposal will be implemented through the appointment of administrators by the English courts to Babylon Holdings Limited. It is not expected that the Take Private Proposal would involve any financial consideration being provided to Babylon’s Class A ordinary shareholders and holders of equity instruments exercisable for the Class A ordinary shares. The Bridge Notes and the Additional Bridge Notes shall be repayable on demand after five days’ notice from the Note Trustee following the Trigger Event. Upon the Trigger Event, the Existing Notes could also become due as a result of the cross-default provision. Such a demand for repayment would have a material adverse effect on our liquidity, our business and results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accountant Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Other Comprehensive Loss, Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) and the Condensed Consolidated Statements of Cash Flows, all of which are unaudited, along with the Notes to the Unaudited Condensed Consolidated Financial Statements, are collectively referred to as the “Unaudited Condensed Consolidated Financial Statements” throughout “ Item 1. Financial Statements ” in this Quarterly Report on Form 10-Q (this “Form 10-Q”). The accompanying Unaudited Condensed Consolidated Financial Statements of Babylon Holdings Limited (collectively with its subsidiaries, referred to as the “Company” or the “Group”) for the three months ended March 31, 2023 and 2022, in the opinion of management, have been prepared with all necessary adjustments, including normal recurring adjustments, for the fair presentation of its condensed consolidated financial position, results of operations and cash flows of the Company for the periods presented. However, these financial results over the interim periods presented are not necessarily indicative of the financial results that may be expected for the full fiscal year or any other subsequent periods. |
Basis of Consolidation | 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. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE. These evaluations are complex, and involve judgment and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. The |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these Unaudited Condensed Consolidated Financial Statements are reasonable; however, actual results could differ materially from these estimates. |
Cash and Cash Equivalents | 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 March 31, 2023 and December 31, 2022, the Group had restricted cash of $0.3 million. The Company’s cash and cash equivalents generally consist of restricted cash and short-term investment funds. Cash and cash equivalents are stated at fair value. |
Income Taxes | Income TaxesThe Company determines the tax (provision) or benefit in interim periods using an estimate of the Company’s annual effective tax rate applied to the Company’s operating results during the interim period presented, adjusted for the potential tax impact of discrete events or transactions occurring during the period, as applicable. |
New Standards and Interpretations Not Yet Adopted/Recently Adopted Accounting Pronouncements | New Standards and Interpretations Not Yet Adopted In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value and that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU 2022-03 also requires the disclosure of the fair value, as reflected in the statement of financial condition, of equity securities subject to contractual sale restrictions and the nature and the disclosure of the remaining duration of those restrictions. ASU 2022-03 is effective for the Company beginning on January 1, 2024 and early adoption is permitted for both interim and annual financial statements that have not yet been issued. The ASU is to be applied prospectively, with any adjustments from the adoption recognized in earnings on the date of adoption. We are currently evaluating the impact of ASU 2022-03 on our Unaudited Condensed Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The new standard is effective for our fiscal year beginning after December 15, 2022. Early adoption is permitted. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations. As no business combinations were consummated during the periods presented, this new standard has no impact on these Unaudited Condensed Consolidated Financial Statements. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Disposal Groups, Including Discontinued Operations | The following presents the major classes of assets and liabilities for the IPA reporting unit held for sale: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Cash and cash equivalents 52,131 60,745 Prepayments and contract assets 413 396 Right of use assets - Non-current 1,277 1,319 Trade and other receivables 7,371 9,529 Property, plant and equipment 201 221 Goodwill 32,444 32,444 Other intangible assets 14,960 14,960 Assets held for sale 108,797 119,614 Trade and other payables 10,241 8,493 Accruals and other liabilities 3,071 3,479 Claims payable 45,317 41,650 Lease liabilities - Non-current 1,470 1,374 Premium Deficiency Reserve - Current 10,252 14,736 Liabilities held for sale 70,351 69,732 The IPA Business had the following pre-tax losses for each three months ended March 31 : (in thousands) IPA Business Net loss from operations before income taxes $ 2023 (7,989) 2022 (443) As of March 29, 2023 (in thousands) $ Cash and cash equivalents (158) Prepayments and contract assets (996) Right of use assets - Non-current (1,466) Trade and other receivables (3,461) Accruals and other liabilities 2,476 Contract liabilities – Current 686 Lease liabilities - Current 190 Lease liabilities - Non-current 1,317 Net assets and liabilities derecognized (1,412) Consideration received 766 Loss on disposal (646) |
Disposals (Tables)
Disposals (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Disposal Groups, Including Discontinued Operations | The following presents the major classes of assets and liabilities for the IPA reporting unit held for sale: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Cash and cash equivalents 52,131 60,745 Prepayments and contract assets 413 396 Right of use assets - Non-current 1,277 1,319 Trade and other receivables 7,371 9,529 Property, plant and equipment 201 221 Goodwill 32,444 32,444 Other intangible assets 14,960 14,960 Assets held for sale 108,797 119,614 Trade and other payables 10,241 8,493 Accruals and other liabilities 3,071 3,479 Claims payable 45,317 41,650 Lease liabilities - Non-current 1,470 1,374 Premium Deficiency Reserve - Current 10,252 14,736 Liabilities held for sale 70,351 69,732 The IPA Business had the following pre-tax losses for each three months ended March 31 : (in thousands) IPA Business Net loss from operations before income taxes $ 2023 (7,989) 2022 (443) As of March 29, 2023 (in thousands) $ Cash and cash equivalents (158) Prepayments and contract assets (996) Right of use assets - Non-current (1,466) Trade and other receivables (3,461) Accruals and other liabilities 2,476 Contract liabilities – Current 686 Lease liabilities - Current 190 Lease liabilities - Non-current 1,317 Net assets and liabilities derecognized (1,412) Consideration received 766 Loss on disposal (646) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenue by sources: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ Value-based care 287,465 246,575 Clinical services 17,108 12,115 Software licensing 6,547 7,756 Revenue 311,120 266,446 The following table presents revenue by healthcare services provided under our value-based care arrangements: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ Medicaid 118,060 149,045 Medicare 111,277 87,564 Other 58,128 9,966 Value-based care 287,465 246,575 |
Summary of Information about Receivables, Contract Assets, and Contract Liabilities and Changes in Contract Liabilities | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Trade receivables, net (Note 9) 15,404 15,524 Contract assets (Note 9) 8,533 6,112 Contract liabilities (Note 5 iii) 61,884 64,870 The table below shows significant changes in contract liabilities: For the Three Months Ended March 31, 2023 For the Year Ended December 31, 2022 (in thousands) $ $ Balance on January 1 64,870 94,182 Amounts billed but not recognized 271 2,696 Revenue recognized (4,674) (21,503) Effect of movement in foreign exchange 1,460 (9,774) Transferred to liability held for sale (43) (731) Contract liabilities 61,884 64,870 The table below shows significant changes in contract assets for the periods presented: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Balance at January 1 6,112 4,484 Revenues recognized but not billed 7,376 4,478 Amounts reclassified to trade receivable (5,068) (1,914) Amounts transferred to assets held for sale (21) (936) Effect of movement in foreign exchange 134 — Contract assets 8,533 6,112 |
Summary 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: Remainder of 2023 2024 2025 2026 2027 and beyond Total (in thousands) $ $ $ $ $ $ As of March 31, 2023 14,713 17,731 16,358 7,207 5,874 61,884 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Revenue by Major Customers | Below is a summary of customers that met or exceeded 10% of external revenues in each period presented: For the Three Months Ended March 31, 2023 2022 (in thousands) $ % of revenue $ % of revenue Customer 1 161,721 52.0 % 145,043 54.4 % Customer 2 82,936 26.7 % 61,446 23.1 % |
Revenue from External Customers by Geographic Areas | Revenue from external customers attributed to individual countries is summarized as follows: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ U.S. 292,783 250,597 U.K. 12,497 9,435 Rest of World 5,840 6,414 Total 311,120 266,446 |
Non-Current Assets by Geographic Areas | Non-current assets attributed to individual countries is summarized as follows: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ U.K. 20,278 21,055 U.S. 4,470 4,752 Rest of World 161 178 Total 24,909 25,985 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Total assets 128,196 137,675 Total liabilities 231,374 228,283 For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 (in thousands) $ $ Total revenues 130,761 127,138 Operating expenses: Claims expense (127,680) (118,985) Clinical care delivery expense (7,932) (8,912) Sales, general and administrative expenses (8,668) (14,352) Depreciation and amortization expenses — (659) Premium deficiency reserve income 4,484 14,028 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, plant and equipment, net consisted of the following: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Computer equipment 2,210 2,195 Fixtures and fittings 9,829 10,463 Total 12,039 12,658 |
Trade and Other Receivables, _2
Trade and Other Receivables, Prepayments and Contract Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Trade and Other Receivables, Prepayments and Contract Assets | The components of Trade receivables, net, Other receivables and Prepayments and contract assets reflected in the Unaudited Condensed Consolidated Balance Sheets are disaggregated, as applicable, in the table below: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Trade receivables, gross 15,519 17,635 Allowance for doubtful accounts (115) (2,111) Trade receivables, net (Note 5) 15,404 15,524 Other receivables 4,523 7,205 Security deposit 8,510 8,481 VAT receivable 1,864 1,816 Other receivables 14,897 17,502 Prepayments 9,871 12,237 Contract assets 8,533 6,112 Prepayments and contract assets 18,404 18,349 |
Activity of Changes in Contracts Assets | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Trade receivables, net (Note 9) 15,404 15,524 Contract assets (Note 9) 8,533 6,112 Contract liabilities (Note 5 iii) 61,884 64,870 The table below shows significant changes in contract liabilities: For the Three Months Ended March 31, 2023 For the Year Ended December 31, 2022 (in thousands) $ $ Balance on January 1 64,870 94,182 Amounts billed but not recognized 271 2,696 Revenue recognized (4,674) (21,503) Effect of movement in foreign exchange 1,460 (9,774) Transferred to liability held for sale (43) (731) Contract liabilities 61,884 64,870 The table below shows significant changes in contract assets for the periods presented: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Balance at January 1 6,112 4,484 Revenues recognized but not billed 7,376 4,478 Amounts reclassified to trade receivable (5,068) (1,914) Amounts transferred to assets held for sale (21) (936) Effect of movement in foreign exchange 134 — Contract assets 8,533 6,112 |
Trade and Other Payables, Acc_2
Trade and Other Payables, Accruals and Other Labilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Components of Trade, Other Payables and Accruals and Other Liabilities | The components of Trade payables, Other payables and Accruals and other liabilities reflected in the Condensed Consolidated Balance Sheets are disaggregated, as applicable, in the table below: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Trade payables 5,893 9,600 Taxation and social security 2,379 4,839 Other 1,667 — Other payables 4,046 4,839 Accruals 39,299 28,878 Other liabilities 701 1,151 Accruals and other liabilities 40,000 30,029 |
Claims Payable (Tables)
Claims Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Claims Activity | The following table is a summary of claims activity: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Balance at January 1 8,475 24,628 Claims incurred, net 283,906 1,017,003 Claims settled (279,434) (991,506) Claims payable transferred to liabilities held for sale (3,667) (41,650) Claims payable 9,280 8,475 |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table is a summary of the non-current liabilities: As of March 31, 2023 As of December 31, 2022 (in thousands) $ $ Non-current liabilities Loan notes 338,650 310,466 Unamortized fair value adjustment, discount, and debt issuance costs (43,201) (32,438) Total 295,449 278,028 |
Changes in Loans and Borrowings, Net of Current Position from Financing Activities | AlbaCore Notes Total Loans and Borrowings Balance at January 1, 2023 278,028 278,028 Changes from financing cash flows Proceeds from issuance of notes and warrants 22,000 22,000 Payment of debt issuance costs (3,153) (3,153) Total changes from financing cash flows 18,847 18,847 Other changes Unpaid debt issuance costs (1,403) (1,403) Amortization of fair value adjustment, discount, and debt issuance costs 1,781 1,781 Fair value of equity issued (1,804) (1,804) Total other changes (1,426) (1,426) Balance at March 31, 2023 295,449 295,449 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Share-Based Compensation Expense | Stock-based payments are recognized as expense for restricted stock units (“RSUs”), Restricted Stock Awards (“RSAs”), Performance Stock Units (“PSUs”) and options, net of estimated forfeitures, as follows: For the Three Months Ended March 31, 2023 2022 (in thousands) $ $ Total stock-based compensation expense 2,167 9,174 |
Schedule of RSA and RSU Activity | The following table displays RSA activity and weighted average grant date fair values for the three months ended March 31, 2023: RSAs Weighted average grant date fair value per RSA Balance at January 1, 2023 570,314 $ 19.50 Granted — $ — Vested and issued (68,048) $ 33.76 Forfeited (39,952) $ 7.95 Balance at March 31, 2023 462,314 $ 21.03 Vested and unissued at March 31, 2023 116,874 $ 12.47 Unvested at March 31, 2023 345,440 $ 23.93 The following table displays RSU activity and weighted average grant date fair values for the three months ended March 31, 2023: RSUs Weighted average grant date fair value per RSU 1 Balance at January 1, 2023 702,823 $ 82.85 Granted 19,400 $ 8.46 Vested and issued (11,812) $ 132.61 Forfeited (148,867) $ 87.26 Balance at March 31, 2023 561,544 $ 77.83 Vested and unissued at March 31, 2023 23,933 $ 76.19 Unvested at March 31, 2023 537,611 $ 113.73 (1) The calculation of weighted average grant date fair value excludes RSUs issued to Higi employees upon the acquisition of Higi during the period ended March 31, 2023. |
Schedule of Performance Shares Activity | The following table displays PSU activity and weighted average fair values for the periods presented: PSUs Weighted average fair value Balance at January 1, 2023 624,000 $ 11.23 Granted — $ — Vested and issued — $ — Forfeited / cancelled during the period (32,000) $ 8.58 Balance at March 31, 2023 592,000 $ 11.73 Vested and unissued at March 31, 2023 — Unvested at March 31, 2023 592,000 $ 11.73 |
Schedule of Stock Options Outstanding | The following table displays option activity, aggregate intrinsic values, and weighted average exercise prices and remaining contractual lives for the three months ended March 31, 2023: Weighted average exercise price Number of options Weighted average remaining contractual life in years Aggregate intrinsic value $ $’000 Outstanding at the beginning of the period 19.76 368,069 8.32 $ (4,723) Granted during the period — — N/A Exercised during the period 0.01 (5,792) N/A $ (40) Forfeited / cancelled during the period 21.04 (43,388) N/A Outstanding at the end of the period 19.96 318,889 9.18 $ (4,846) Exercisable at the end of the period 19.43 302,031 8.67 $ (4,427) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stock by Class | The following tables display the number of shares of Babylon Holdings Limited, for Class A ordinary and Class B ordinary shares authorized, issued and outstanding as of January 1, 2022, and reconciled for activity that occurred during the period presented, including the shares issued pursuant to closing conditions in the Bridge Facility, to the shares issued and outstanding as of March 31, 2023 : (In thousands of shares) Class A ordinary shares Class B ordinary shares Authorized 260,000 124,000 On issue at January 1, 2023 24,859 — Issued during the period prior to Bridge Facility 86 — Issued as part of Warrant Settlement 105 — Issued as part of Bridge Facility 535 — Issued during the period subsequent to Bridge Facility — — On issue at March 31, 2023—fully paid 25,585 — |
Accumulated Other Comprehensive Income (Loss) | For the Three Months Ended For the Year Ended March 31, 2023 December 31, 2022 (in thousands) $ $ January 1, 4,272 (2,808) Foreign operations – foreign currency translation differences (565) 7,080 March 31, 3,707 4,272 |
Warrant and Earnout Liabiliti_2
Warrant and Earnout Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table displays the number of warrant and earnout shares in issue as of March 31, 2023: Tradeable Non-tradeable Total (In thousands of shares) No. of warrants No. of warrants No. of warrants In issue at January 1, 2023 — 105 105 Exchange of AlbaCore Warrants — (105) (105) In issue at March 31, 2023 — — — Total (In thousands of shares) No. of earnouts In issue at January 1, 2023 1,604 Release of Stockholder Earnout Shares — Release of Sponsor Earnout Shares — In issue at March 31, 2023 1,604 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 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 (in thousands) $ $ $ $ AlbaCore Warrants — — — — Stockholder earnouts — — 244 244 Sponsor earnouts — — 8 8 — — 252 252 |
Fair Value, Liabilities Measured On Recurring Basis, Observable And Unobservable Input Reconciliation | The following table presents a reconciliation of the fair values for each level of fair value instruments is below: Tradeable (Level 1) Non-tradeable (Level 2) Non-tradeable (Level 3) Total (in thousands) $ $ $ $ Balance of Warrant and Earnout liabilities at December 31, 2022 — — 1,378 1,378 Fair value remeasurement of Warrant liabilities prior to settlement of AlbaCore warrants — — 60 60 Settlement of AlbaCore warrants upon issuance of shares — — (771) (771) Fair value remeasurement of Earnout liabilities — — (415) (415) Balance of Earnout liabilities at March 31, 2023 — — 252 252 |
Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Monte Carlo simulation model for the AlbaCore Warrants were as follows on the date of exercise and as of March 31, 2023: As of As of March 15, 2023 December 31, 2022 Underlying stock price (USD) $ 6.86 $ 6.75 Exercise price (USD) $ 0.00106 $ 0.00106 Volatility 81.2 % 75.7 % Remaining term (years) 3.65 3.85 Risk-free rate 3.9 % 4.0 % The key inputs into the Monte Carlo simulation model for the Earnout Shares were as follows as of March 31, 2023 and December 31, 2022: As of As of March 31, 2023 December 31, 2022 Underlying stock price (USD) $ 5.09 $ 6.75 Exercise price (USD) N/A N/A Volatility 74.5 % 75.2 % Remaining term (years) 4.31 4.56 Risk-free rate 3.6 % 4.0 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Dilutive Net Loss Per Share Attributable to Ordinary Shareholders | The following table sets forth the computation of basic and dilutive net loss per share attributable to the Group’s ordinary shareholders: (In thousands, except for share count and per share data) 2023 2022 Net loss attributable to ordinary shareholders (63,229) (29,100) Weighted average shares outstanding – Basic and Diluted 25,025,645 17,038,663 Net loss per share – Basic and Diluted (2.53) (1.71) |
Summary of Significant Accoun_3
Summary of Significant Accountant Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Oct. 21, 2021 | Nov. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | May 10, 2023 | Mar. 09, 2023 | Dec. 31, 2022 | Dec. 23, 2021 | Oct. 08, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Restricted cash | $ 300 | $ 300 | |||||||
Net loss | 63,229 | $ 29,100 | |||||||
Net liability position | 315,062 | 255,899 | |||||||
Cash and cash equivalents, including cash and cash equivalents held for sale | 77,700 | 104,500 | |||||||
Sale of stock, consideration received | $ 229,300 | $ 80,000 | |||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash and cash equivalents held for sale | $ 52,100 | $ 61,000 | |||||||
Note Subscription Agreement | Loans Payable | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Debt instrument, face amount | $ 200,000 | ||||||||
Second Note Subscription Agreement | Loans Payable | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Debt instrument, face amount | $ 100,000 | $ 75,000 | |||||||
Bridge Facility Agreement | Secured Debt | Line of Credit | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Maximum borrowing capacity on line of credit facility | $ 34,500 | ||||||||
Bridge Facility Agreement, Additional Bridge Facility | Line of Credit | Secured Debt | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Maximum borrowing capacity on line of credit facility | $ 34,500 |
Assets Held for Sale - Assets a
Assets Held for Sale - Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets | $ 108,797 | $ 125,275 |
Total liabilities | 70,351 | 74,717 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 52,100 | 61,000 |
IPA Business | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 52,131 | 60,745 |
Prepayments and contract assets | 413 | 396 |
Right of use assets - Non-current | 1,277 | 1,319 |
Trade and other receivables | 7,371 | 9,529 |
Property, plant and equipment | 201 | 221 |
Goodwill | 32,444 | 32,444 |
Other intangible assets | 14,960 | 14,960 |
Total assets | 108,797 | 119,614 |
Trade and other payables | 10,241 | 8,493 |
Accruals and other liabilities | 3,071 | 3,479 |
Claims payable | 45,317 | 41,650 |
Lease liabilities - Non-current | 1,470 | 1,374 |
Premium Deficiency Reserve - Current | 10,252 | 14,736 |
Total liabilities | $ 70,351 | $ 69,732 |
Assets Held for Sale - Operatin
Assets Held for Sale - Operating Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
IPA Business | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net loss from operations before income taxes | $ (7,989) | $ (443) |
Disposals - Narrative (Details)
Disposals - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 29, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of subsidiary | $ 646 | $ 0 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Higi SH Holdings Inc. | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration received | $ 766 | ||
Proceeds from sale of reporting unit | 500 | ||
Consideration receivable | $ 300 | ||
Consideration receivable, payment period | 90 days | ||
Loss on sale of subsidiary | $ 600 |
Disposals - Effect of Disposal
Disposals - Effect of Disposal (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2023 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on sale of subsidiary | |
Higi SH Holdings Inc. | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ (158) | |
Prepayments and contract assets | (996) | |
Right of use assets - Non-current | (1,466) | |
Trade and other receivables | (3,461) | |
Accruals and other liabilities | 2,476 | |
Contract liabilities – Current | 686 | |
Lease liabilities - Current | 190 | |
Lease liabilities - Non-current | 1,317 | |
Disposal Group, Including Discontinued Operation, Net (Asset) Liability | (1,412) | |
Consideration received | 766 | |
Loss on disposal | $ (646) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 311,120 | $ 266,446 |
Value-based care | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 287,465 | 246,575 |
Value-based care | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 118,060 | 149,045 |
Value-based care | Medicare | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 111,277 | 87,564 |
Value-based care | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 58,128 | 9,966 |
Clinical services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17,108 | 12,115 |
Software licensing | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 6,547 | $ 7,756 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized from performance obligations satisfied in previous periods | $ 0 |
Revenue - Receivables, Contract
Revenue - Receivables, Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Trade receivables, net | $ 15,404 | $ 15,524 | |
Contract assets | 8,533 | 6,112 | $ 4,484 |
Contract liabilities | $ 61,884 | $ 64,870 | $ 94,182 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 61,884 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 14,713 |
Remaining performance obligation, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 17,731 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 16,358 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 7,207 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 5,874 |
Remaining performance obligation, period |
Revenue - Change in Contract Li
Revenue - Change in Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Balance on January 1 | $ 64,870 | $ 94,182 |
Amounts billed but not recognized | 271 | 2,696 |
Revenue recognized | (4,674) | (21,503) |
Effect of movement in foreign exchange | 1,460 | (9,774) |
Transferred to liability held for sale | (43) | (731) |
Contract liabilities | $ 61,884 | $ 64,870 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Information - Revenue b
Segment Information - Revenue by Major Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Concentration Risk [Line Items] | ||
Revenue | $ 311,120 | $ 266,446 |
Customer 1 | ||
Concentration Risk [Line Items] | ||
Revenue | $ 161,721 | $ 145,043 |
Customer 1 | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Concentration Risk [Line Items] | ||
Concentration risk | 52% | 54.40% |
Customer 2 | ||
Concentration Risk [Line Items] | ||
Revenue | $ 82,936 | $ 61,446 |
Customer 2 | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Concentration Risk [Line Items] | ||
Concentration risk | 26.70% | 23.10% |
Segment Information - Revenue f
Segment Information - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 311,120 | $ 266,446 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 292,783 | 250,597 |
U.K. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 12,497 | 9,435 |
Rest of World | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 5,840 | $ 6,414 |
Segment Information - Non-Curre
Segment Information - Non-Current Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 24,909 | $ 25,985 |
U.K. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 20,278 | 21,055 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 4,470 | 4,752 |
Rest of World | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 161 | $ 178 |
Variable Interest Entities - As
Variable Interest Entities - Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 207,993 | $ 246,110 |
Total liabilities | 523,055 | 502,009 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Total assets | 128,196 | 137,675 |
Total liabilities | $ 231,374 | $ 228,283 |
Variable Interest Entities - Re
Variable Interest Entities - Revenue and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Total revenues | $ 311,120 | $ 266,446 | |
Claims expense | (283,906) | (247,552) | $ (1,017,003) |
Clinical care delivery expense | (16,416) | (23,927) | |
Sales, general & administrative expenses | (48,393) | (55,649) | |
Depreciation and amortization expenses | (1,237) | (3,078) | |
Premium deficiency reserve expense | (2,494) | (6,868) | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Total revenues | 130,761 | 127,138 | |
Claims expense | (127,680) | (118,985) | |
Clinical care delivery expense | (7,932) | (8,912) | |
Sales, general & administrative expenses | (8,668) | (14,352) | |
Depreciation and amortization expenses | 0 | (659) | |
Premium deficiency reserve expense | $ 4,484 | $ 14,028 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 12,039 | $ 12,658 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 2,210 | 2,195 |
Fixtures and fittings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 9,829 | $ 10,463 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1.2 | $ 1.7 |
Property, plant and equipment, additions | 0.4 | |
Property, plant and equipment, additions, foreign currency gain | $ 0.2 |
Trade and Other Receivables, _3
Trade and Other Receivables, Prepayments and Contract Assets - Schedule of Trade and Other Receivables, Prepayments and Contract Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | |||
Trade receivables, gross | $ 15,519 | $ 17,635 | |
Allowance for doubtful accounts | (115) | (2,111) | |
Trade receivables, net | 15,404 | 15,524 | |
Other receivables | 4,523 | 7,205 | |
Security deposit | 8,510 | 8,481 | |
VAT receivable | 1,864 | 1,816 | |
Other receivables | 14,897 | 17,502 | |
Prepayments | 9,871 | 12,237 | |
Contract assets | 8,533 | 6,112 | $ 4,484 |
Prepayments and contract assets | $ 18,404 | $ 18,349 |
Trade and Other Receivables, _4
Trade and Other Receivables, Prepayments and Contract Assets - Activity of Changes in Contracts Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Change In Contract With Customer, Asset [Roll Forward] | ||
Balance at January 1 | $ 6,112 | $ 4,484 |
Revenues recognized but not billed | 7,376 | 4,478 |
Amounts reclassified to trade receivable | (5,068) | (1,914) |
Amounts transferred to assets held for sale | (21) | (936) |
Effect of movement in foreign exchange | 134 | 0 |
Contract assets | $ 8,533 | $ 6,112 |
Trade and Other Payables, Acc_3
Trade and Other Payables, Accruals and Provisions - Components of Trade, Other Payables and Accruals and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 5,893 | $ 9,600 |
Taxation and social security | 2,379 | 4,839 |
Other | 1,667 | 0 |
Other payables | 4,046 | 4,839 |
Accruals | 39,299 | 28,878 |
Other liabilities | 701 | 1,151 |
Accruals and other liabilities | $ 40,000 | $ 30,029 |
Claims Payable (Details)
Claims Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | |||
Balance at January 1 | $ 8,475 | $ 24,628 | $ 24,628 |
Claims incurred, net | 283,906 | $ 247,552 | 1,017,003 |
Claims settled | (279,434) | (991,506) | |
Claims payable transferred to liabilities held for sale | (3,667) | (41,650) | |
Claims payable | $ 9,280 | $ 8,475 |
Loans and Borrowings - Schedule
Loans and Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Non-current liabilities | |||
Unamortized fair value adjustment, discount, and debt issuance costs | $ (43,201) | $ (32,438) | |
Loans and borrowings, net of current position | 295,449 | $ 278,028 | 278,028 |
Loans Payable | |||
Non-current liabilities | |||
Loan notes | $ 338,650 | $ 310,466 |
Loans and Borrowings - Narrativ
Loans and Borrowings - Narrative (Details) | 3 Months Ended | ||||||||||||||
May 10, 2023 USD ($) tranche | Mar. 27, 2023 shares | Mar. 15, 2023 shares | Mar. 09, 2023 USD ($) tranche | Nov. 04, 2022 USD ($) | May 04, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Nov. 04, 2021 USD ($) medicaid_life $ / shares shares | Oct. 08, 2021 USD ($) shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | May 04, 2023 | Apr. 17, 2023 board_of_director | Dec. 31, 2022 USD ($) | Dec. 23, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Interest payable | $ 10,200,000 | $ 3,900,000 | |||||||||||||
Interest paid | $ 0 | $ 0 | |||||||||||||
Additional AlbaCore Warrants | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of shares called by warrants | shares | 35,150 | ||||||||||||||
AlbaCore Warrants | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of shares called by warrants | shares | 70,299 | ||||||||||||||
Cash redemption payment, maximum amount per share called by each warrant (in dollars per share) | $ / shares | $ 375 | ||||||||||||||
Number of shares called by each warrant | shares | 1 | ||||||||||||||
AlbaCore Warrants And Additional AlbaCore Warrants | Class A ordinary shares | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of shares issued in warrants exchanged | shares | 105,431 | 105,431 | |||||||||||||
Secured Debt | Line of Credit | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of interest payable paid | 100% | ||||||||||||||
Bridge Facility Agreement And Note Subscription Agreements | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Written request period before filing registration statement | 10 days | ||||||||||||||
Bridge Facility Agreement | Secured Debt | Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity on line of credit facility | $ 34,500,000 | ||||||||||||||
Line of credit facility, number of tranches | tranche | 3 | ||||||||||||||
Line of credit facility, borrowing capacity subject to discount | $ 30,000,000 | ||||||||||||||
Percentage of stock to issue subject to execution of agreement | 2.30% | ||||||||||||||
Number of shares to issue subject to execution of agreement | shares | 534,911 | ||||||||||||||
Bridge Facility Agreement | Secured Debt | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 12% | ||||||||||||||
Bridge Facility Agreement | Secured Debt | Line of Credit | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Triggering event, notice period for debt redemption (at least) | 5 days | ||||||||||||||
Maximum number of board of directors | board_of_director | 5 | ||||||||||||||
Number of board of directors appointed by counterparty | board_of_director | 2 | ||||||||||||||
Bridge Facility Agreement | Secured Debt | Line of Credit | Debt Instrument, Tranche One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from lines of credit | $ 13,800,000 | ||||||||||||||
Bridge Facility Agreement | Secured Debt | Line of Credit | Debt Instrument, Tranche Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from lines of credit | 11,500,000 | ||||||||||||||
Bridge Facility Agreement | Secured Debt | Line of Credit | Debt Instrument, Tranche Three | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from lines of credit | $ 9,200,000 | ||||||||||||||
Bridge Facility Agreement, Additional Bridge Facility | Line of Credit | Secured Debt | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity on line of credit facility | $ 34,500,000 | ||||||||||||||
Line of credit facility, number of tranches | tranche | 3 | ||||||||||||||
Line of credit facility, borrowing capacity subject to discount | $ 30,000,000 | ||||||||||||||
Debt redemption triggered, threshold percentage of total voting power (more than) | 50% | ||||||||||||||
Voluntary redemption, minimum amount | $ 1,000,000 | ||||||||||||||
Note Subscription Agreement | Loans Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 200,000,000 | ||||||||||||||
Proceeds from issuance of long-term debt | $ 200,000,000 | ||||||||||||||
Percentage of discount on debt instrument | 95.50% | ||||||||||||||
Basis spread on interest rate | 0.065% | ||||||||||||||
Target number of Medicaid lives added to contracts to not trigger interest rate step margin | medicaid_life | 100,000 | ||||||||||||||
Debt instrument term | 5 years | ||||||||||||||
Debt instrument, fee amount | $ 1,500,000 | ||||||||||||||
Basis spread on interest rate for specified period | 2% | ||||||||||||||
Capitalized debt issuance costs | $ 3,400,000 | ||||||||||||||
Percentage of interest payable eligible to be consolidated into future debt issuances | 50% | ||||||||||||||
Period after closing date where interest payment is due | 6 months | ||||||||||||||
Period after closing date where second interest payment is due | 1 year | ||||||||||||||
Interest payable | $ 12,200,000 | $ 8,800,000 | |||||||||||||
Interest payable eligible to be consolidated into future debt issuances | 6,100,000 | 4,400,000 | |||||||||||||
Interest paid | $ 6,100,000 | $ 4,400,000 | |||||||||||||
Note Subscription Agreement | Loans Payable | Debt Instrument, Interest Rate, One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate on debt instrument | 8% | ||||||||||||||
Stated interest rate on debt instrument, trigger period end after closing date | 2 years | ||||||||||||||
Note Subscription Agreement | Loans Payable | Debt Instrument, Interest Rate, Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate on debt instrument | 10% | ||||||||||||||
Stated interest rate on debt instrument, trigger period end after closing date | 3 years | ||||||||||||||
Stated interest rate on debt instrument, trigger period start after closing date | 2 years | ||||||||||||||
Note Subscription Agreement | Loans Payable | Debt Instrument, Interest Rate, Three | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate on debt instrument | 12% | ||||||||||||||
Stated interest rate on debt instrument, trigger period start after closing date | 3 years | ||||||||||||||
Second Note Subscription Agreement | Loans Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 100,000,000 | 100,000,000 | $ 75,000,000 | ||||||||||||
Capitalized debt issuance costs | $ 4,000,000 | $ 4,000,000 | |||||||||||||
Additional borrowing capacity on debt instrument | $ 100,000,000 | ||||||||||||||
Debt instrument, face amount, percentage issued | 100% | 100% | |||||||||||||
Percentage of interest payable eligible to be consolidated into future debt issuances | 50% | 50% |
Loans and Borrowings - Changes
Loans and Borrowings - Changes in Loans and Borrowings, Net of Current Position from Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes from financing cash flows | ||
Net cash provided by financing activities | $ 18,889 | $ 93,460 |
Other changes | ||
Equity issued related to loans and borrowings | (1,804) | $ 0 |
Loans Payable | ||
Long-Term Debt [Roll Forward] | ||
Beginning balance | 278,028 | |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 22,000 | |
Payment of debt issuance costs | (3,153) | |
Net cash provided by financing activities | 18,847 | |
Other changes | ||
Unpaid debt issuance costs | (1,403) | |
Amortization of fair value adjustment, discount, and debt issuance costs | 1,781 | |
Equity issued related to loans and borrowings | (1,804) | |
Total other changes | (1,426) | |
Ending balance | 295,449 | |
Loans Payable | AlbaCore Notes | ||
Long-Term Debt [Roll Forward] | ||
Beginning balance | 278,028 | |
Changes from financing cash flows | ||
Proceeds from issuance of notes and warrants | 22,000 | |
Payment of debt issuance costs | (3,153) | |
Net cash provided by financing activities | 18,847 | |
Other changes | ||
Unpaid debt issuance costs | (1,403) | |
Amortization of fair value adjustment, discount, and debt issuance costs | 1,781 | |
Equity issued related to loans and borrowings | (1,804) | |
Total other changes | (1,426) | |
Ending balance | $ 295,449 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 2,167,000 | $ 9,174,000 |
Granted during the year (in shares) | 0 | |
Unrecognized compensation cost related to unvested options | $ 1,500,000 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total grant date fair value of equity instruments granted | 0 | |
Share-based compensation expense | 1,500,000 | 0 |
Unrecognized compensation cost | $ 6,500,000 | |
Period for recognition | 2 years 9 months 18 days | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total grant date fair value of equity instruments granted | $ 200,000 | 1,700,000 |
Share-based compensation expense | 20,000 | 6,900,000 |
Unrecognized compensation cost | $ 28,400,000 | |
Period for recognition | 2 years 7 months 6 days | |
Performance Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total grant date fair value of equity instruments granted | $ 0 | |
Share-based compensation expense | 200,000 | 0 |
Unrecognized compensation cost | $ 6,300,000 | |
Period for recognition | 2 years 1 month 6 days | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 500,000 | $ 2,300,000 |
Period for recognition | 8 months 12 days | |
Expected dividend rate | 0% | |
2021 Equity Incentive Plan | Class A ordinary shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for future issuance | 1,023,938 |
Employee Benefits - Share-based
Employee Benefits - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Total stock-based compensation expense | $ 2,167 | $ 9,174 |
Employee Benefits - Restricted
Employee Benefits - Restricted Stock and Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning of year (in shares) | shares | 570,314 |
Granted (in shares) | shares | 0 |
Vested and issued (in shares) | shares | (68,048) |
Forfeited (in shares) | shares | (39,952) |
End of year (in shares) | shares | 462,314 |
Vested and unissued at end of year (in shares) | shares | 116,874 |
Unvested at end of year (in shares) | shares | 345,440 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning of year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 19.50 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Vested and issued, weighted average grant date fair value (in dollars per share) | $ / shares | 33.76 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 7.95 |
End of year, weighted average grant date fair value (in dollars per share) | $ / shares | 21.03 |
Vested and unissued, weighted average grant date fair value, at end of year (in dollars per share) | $ / shares | 12.47 |
Unvested, weighted average grant date fair value, at end of year (in dollars per share) | $ / shares | $ 23.93 |
Restricted Stock Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning of year (in shares) | shares | 702,823 |
Granted (in shares) | shares | 19,400 |
Vested and issued (in shares) | shares | (11,812) |
Forfeited (in shares) | shares | (148,867) |
End of year (in shares) | shares | 561,544 |
Vested and unissued at end of year (in shares) | shares | 23,933 |
Unvested at end of year (in shares) | shares | 537,611 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning of year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 82.85 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 8.46 |
Vested and issued, weighted average grant date fair value (in dollars per share) | $ / shares | 132.61 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 87.26 |
End of year, weighted average grant date fair value (in dollars per share) | $ / shares | 77.83 |
Vested and unissued, weighted average grant date fair value, at end of year (in dollars per share) | $ / shares | 76.19 |
Unvested, weighted average grant date fair value, at end of year (in dollars per share) | $ / shares | $ 113.73 |
Employee Benefits - Performance
Employee Benefits - Performance Share Units (Details) - Performance Share Units | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
PSUs | |
Beginning of year (in shares) | 624,000 |
Granted (in shares) | 0 |
Vested and issued (in shares) | 0 |
Forfeited / cancelled during the period (in shares) | (32,000) |
End of year (in shares) | 592,000 |
Vested and unissued at end of year (in shares) | 0 |
Unvested at end of year (in shares) | 592,000 |
Weighted average fair value | |
Beginning of year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 11.23 |
Granted, weighted average fair value (in dollars per share) | $ / shares | 0 |
Vested and issued, weighted average fair value (in dollars per share) | $ / shares | 0 |
Forfeited / cancelled during the period, weighted average fair value (in dollars per share) | $ / shares | 8.58 |
End of year, weighted average grant date fair value (in dollars per share) | $ / shares | 11.73 |
Unvested, weighted average grant date fair value, at end of year (in dollars per share) | $ / shares | $ 11.73 |
Employee Benefits - Changes in
Employee Benefits - Changes in Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Weighted average exercise price | ||
Outstanding at the beginning of year (in dollars per share) | $ 19.76 | |
Granted during the year (in dollars per share) | 0 | |
Exercised during the year (in dollars per share) | 0.01 | |
Forfeited / canceled during the year (in dollars per share) | 21.04 | |
Outstanding at the end of year (in dollars per share) | 19.96 | $ 19.76 |
Exercisable at the end of year (in USD per share) | $ 19.43 | |
Number of options | ||
Outstanding at the beginning of year (in shares) | 368,069 | |
Granted during the year (in shares) | 0 | |
Exercised during the year (in shares) | (5,792) | |
Forfeited / canceled during the year (in shares) | (43,388) | |
Outstanding at the end of year (in shares) | 318,889 | 368,069 |
Exercisable at end of year (in shares) | 302,031 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life in years | 9 years 2 months 4 days | 8 years 3 months 25 days |
Exercisable at the end of the year, weighted average remaining contractual life in years | 8 years 8 months 1 day | |
Outstanding, aggregate intrinsic value | $ (4,846) | $ (4,723) |
Exercised during the year, aggregate intrinsic value | (40) | |
Exercisable at the end of the year, aggregate intrinsic value | $ (4,427) |
Equity - Narrative (Details)
Equity - Narrative (Details) - Class A ordinary shares - shares | 3 Months Ended | ||
Mar. 27, 2023 | Mar. 09, 2023 | Mar. 31, 2023 | |
AlbaCore Warrants And Additional AlbaCore Warrants | |||
Class of Stock [Line Items] | |||
Number of shares issued in warrants exchanged | 105,431 | 105,431 | |
Line of Credit | Bridge Facility Agreement | Secured Debt | |||
Class of Stock [Line Items] | |||
Debt instrument, number of shares issued at closing date | 534,911 | ||
Debt instrument, percentage of stock to issue | 2.30% |
Equity - Stock by Class (Detail
Equity - Stock by Class (Details) - shares | 3 Months Ended | |||
Mar. 27, 2023 | Mar. 09, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class A ordinary shares | ||||
Class of Stock [Line Items] | ||||
Authorized (in shares) | 260,000,000 | 260,000,000 | ||
Common Stock, Shares, Issued [Roll Forward] | ||||
On issue, beginning of period (in shares) | 24,858,717 | |||
Issued during the period prior to Bridge Facility (in shares) | 86,000 | |||
Issued during the period subsequent to Bridge Facility (in shares) | 0 | |||
On issue, end of period (in shares) | 25,584,711 | |||
Class A ordinary shares | AlbaCore Warrants And Additional AlbaCore Warrants | ||||
Common Stock, Shares, Issued [Roll Forward] | ||||
Issued as part of Warrant Settlement (in shares) | 105,431 | 105,431 | ||
Class A ordinary shares | Line of Credit | Bridge Facility Agreement | Secured Debt | ||||
Common Stock, Shares, Issued [Roll Forward] | ||||
Issued as part of Bridge Facility (in shares) | 534,911 | |||
Class B ordinary shares | ||||
Class of Stock [Line Items] | ||||
Authorized (in shares) | 124,000,000 | 124,000,000 | ||
Common Stock, Shares, Issued [Roll Forward] | ||||
On issue, beginning of period (in shares) | 0 | |||
Issued during the period prior to Bridge Facility (in shares) | 0 | |||
Issued during the period subsequent to Bridge Facility (in shares) | 0 | |||
On issue, end of period (in shares) | 0 | |||
Class B ordinary shares | AlbaCore Warrants And Additional AlbaCore Warrants | ||||
Common Stock, Shares, Issued [Roll Forward] | ||||
Issued as part of Warrant Settlement (in shares) | 0 | |||
Class B ordinary shares | Line of Credit | Bridge Facility Agreement | Secured Debt | ||||
Common Stock, Shares, Issued [Roll Forward] | ||||
Issued as part of Bridge Facility (in shares) | 0 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ (255,899) | ||
Foreign operations – foreign currency translation differences | (565) | $ (3,639) | |
Ending balance | (315,062) | $ (255,899) | |
AOCI Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 4,272 | $ (2,808) | (2,808) |
Ending balance | 3,707 | 4,272 | |
Accumulated Foreign Currency Adjustment Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Foreign operations – foreign currency translation differences | $ (565) | $ 7,080 |
Warrant and Earnout Liabiliti_3
Warrant and Earnout Liabilities - Warrants in Issue (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Derivative Instrument, Liability, Shares [Roll Forward] | |
In issue, beginning balance (in shares) | 105,000 |
Exchange of Alkuri Warrants (in shares) | (105,000) |
In issue, ending balance (in shares) | 0 |
Tradable Warrants | |
Derivative Instrument, Liability, Shares [Roll Forward] | |
In issue, beginning balance (in shares) | 0 |
Exchange of Alkuri Warrants (in shares) | 0 |
In issue, ending balance (in shares) | 0 |
Non-Tradeable Warrants | |
Derivative Instrument, Liability, Shares [Roll Forward] | |
In issue, beginning balance (in shares) | 105,000 |
Exchange of Alkuri Warrants (in shares) | (105,000) |
In issue, ending balance (in shares) | 0 |
Warrant and Earnout Liabiliti_4
Warrant and Earnout Liabilities - Earnouts in Issue (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Stockholder Earnout And Sponsor Earnout Shares | |
Derivative Instrument, Contingent Consideration, Liability, Shares [Roll Forward] | |
In issue, beginning balance (in shares) | 1,604,000 |
In issue, ending balance (in shares) | 1,603,750 |
Stockholder Earnout | |
Derivative Instrument, Contingent Consideration, Liability, Shares [Roll Forward] | |
Release of Shares (in shares) | 0 |
In issue, ending balance (in shares) | 1,552,000 |
Sponsor Earnout Shares | |
Derivative Instrument, Contingent Consideration, Liability, Shares [Roll Forward] | |
Release of Shares (in shares) | 0 |
In issue, ending balance (in shares) | 51,750 |
Warrant and Earnout Liabiliti_5
Warrant and Earnout Liabilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 27, 2023 | Mar. 14, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||||
Warrants outstanding (in shares) | 0 | 105,000 | ||
AlbaCore Warrants And Additional AlbaCore Warrants | ||||
Derivative [Line Items] | ||||
Warrants exchanged, fair value | $ 800 | |||
Warrants outstanding (in shares) | 0 | |||
Derivative liability | $ 0 | |||
AlbaCore Warrants And Additional AlbaCore Warrants | Class A ordinary shares | ||||
Derivative [Line Items] | ||||
Number of shares issued in warrants exchanged | 105,431 | 105,431 | ||
AlbaCore Warrants | ||||
Derivative [Line Items] | ||||
Warrants exercised (in shares) | 70,299 | |||
Additional AlbaCore Warrants | ||||
Derivative [Line Items] | ||||
Warrants exercised (in shares) | 35,150 | |||
Stockholder Earnout And Sponsor Earnout Shares | ||||
Derivative [Line Items] | ||||
Warrant outstanding (in shares) | 1,603,750 | 1,604,000 | ||
Derivative liability | $ 300 | |||
Stockholder Earnout | ||||
Derivative [Line Items] | ||||
Warrant outstanding (in shares) | 1,552,000 | |||
Sponsor Earnout Shares | ||||
Derivative [Line Items] | ||||
Warrant outstanding (in shares) | 51,750 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 4,791 | $ 4,791 |
Senior Employee | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 4,800 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | $ 252 | $ 667 |
Total liabilities, fair value | 252 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | 252 | |
AlbaCore Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
AlbaCore Warrants | 0 | |
AlbaCore Warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
AlbaCore Warrants | 0 | |
AlbaCore Warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
AlbaCore Warrants | 0 | |
AlbaCore Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
AlbaCore Warrants | 0 | |
Stockholder earnouts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | 244 | |
Stockholder earnouts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | 0 | |
Stockholder earnouts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | 0 | |
Stockholder earnouts | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | 244 | |
Sponsor earnouts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | 8 | |
Sponsor earnouts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | 0 | |
Sponsor earnouts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | 0 | |
Sponsor earnouts | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnouts | $ 8 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Fair Values on each Level of Fair Value Instruments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured On Recurring Basis, Observable And Unobservable Inputs Reconciliation, Calculation [Roll Forward] | |
Balance of Warrant and Earnout liabilities at December 31, 2022 | $ 1,378 |
Fair value remeasurement of Warrant liabilities prior to settlement of AlbaCore warrants | 60 |
Settlement of AlbaCore warrants upon issuance of shares | (771) |
Fair value remeasurement of Earnout liabilities | (415) |
Balance of Earnout liabilities at March 31, 2023 | 252 |
Tradeable (Level 1) | |
Fair Value, Liabilities Measured On Recurring Basis, Observable And Unobservable Inputs Reconciliation, Calculation [Roll Forward] | |
Balance of Warrant and Earnout liabilities at December 31, 2022 | 0 |
Fair value remeasurement of Warrant liabilities prior to settlement of AlbaCore warrants | 0 |
Settlement of AlbaCore warrants upon issuance of shares | 0 |
Fair value remeasurement of Earnout liabilities | 0 |
Balance of Earnout liabilities at March 31, 2023 | 0 |
Non-tradeable (Level 2) | |
Fair Value, Liabilities Measured On Recurring Basis, Observable And Unobservable Inputs Reconciliation, Calculation [Roll Forward] | |
Balance of Warrant and Earnout liabilities at December 31, 2022 | 0 |
Fair value remeasurement of Warrant liabilities prior to settlement of AlbaCore warrants | 0 |
Settlement of AlbaCore warrants upon issuance of shares | 0 |
Fair value remeasurement of Earnout liabilities | 0 |
Balance of Earnout liabilities at March 31, 2023 | 0 |
Non-tradeable (Level 3) | |
Fair Value, Liabilities Measured On Recurring Basis, Observable And Unobservable Inputs Reconciliation, Calculation [Roll Forward] | |
Balance of Warrant and Earnout liabilities at December 31, 2022 | 1,378 |
Fair value remeasurement of Warrant liabilities prior to settlement of AlbaCore warrants | 60 |
Settlement of AlbaCore warrants upon issuance of shares | (771) |
Fair value remeasurement of Earnout liabilities | (415) |
Balance of Earnout liabilities at March 31, 2023 | $ 252 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Dec. 31, 2022 | |
AlbaCore Warrants, Additional AlbaCore Warrants, Stockholder Earnout And Sponsor Earnout Shares | Minimum | Level 3 | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.419 | |
AlbaCore Warrants, Additional AlbaCore Warrants, Stockholder Earnout And Sponsor Earnout Shares | Maximum | Level 3 | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.118 | |
Alkuri Warrants, AlbaCore Warrants And Additional AlbaCore Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Gain (loss) on derivative, net | $ (0.1) | |
Stockholder Earnout And Sponsor Earnout Shares | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Gain (loss) on derivative, net | $ 0.4 | |
Stockholder Earnout And Sponsor Earnout Shares | Level 3 | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.745 | 0.752 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement Inputs and Valuation Techniques (Details) - Level 3 | 3 Months Ended | ||
Mar. 15, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Underlying stock price (USD) | AlbaCore Warrants And Additional AlbaCore Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 6.86 | 6.75 | |
Underlying stock price (USD) | Stockholder Earnout And Sponsor Earnout Shares | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 6.75 | 5.09 | |
Exercise price (USD) | AlbaCore Warrants And Additional AlbaCore Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.00106 | 0.00106 | |
Volatility | AlbaCore Warrants And Additional AlbaCore Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.812 | 0.757 | |
Volatility | Stockholder Earnout And Sponsor Earnout Shares | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.752 | 0.745 | |
Remaining term (years) | AlbaCore Warrants And Additional AlbaCore Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Remaining term (years) | 3 years 7 months 24 days | 3 years 10 months 6 days | |
Remaining term (years) | Stockholder Earnout And Sponsor Earnout Shares | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Remaining term (years) | 4 years 6 months 21 days | 4 years 3 months 21 days | |
Risk-free rate | AlbaCore Warrants And Additional AlbaCore Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.039 | 0.040 | |
Risk-free rate | Stockholder Earnout And Sponsor Earnout Shares | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.040 | 0.036 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to ordinary shareholders, basic | $ (63,229) | $ (29,100) |
Net loss attributable to ordinary shareholders, diluted | $ (63,229) | $ (29,100) |
Weighted average shares outstanding - basic (in shares) | 25,025,645 | 17,038,663 |
Weighted average shares outstanding - diluted (in shares) | 25,025,645 | 17,038,663 |
Net loss per share - basic (in dollars per share) | $ (2.53) | $ (1.71) |
Net loss per share - diluted (in dollars per share) | $ (2.53) | $ (1.71) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | May 10, 2023 USD ($) tranche | Apr. 17, 2023 board_of_director | Mar. 09, 2023 USD ($) tranche |
Line of Credit | Bridge Facility Agreement | Secured Debt | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity on line of credit facility | $ | $ 34.5 | ||
Line of credit facility, number of tranches | tranche | 3 | ||
Line of Credit | Bridge Facility Agreement | Secured Debt | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Maximum number of board of directors | board_of_director | 5 | ||
Number of board of directors appointed by counterparty | board_of_director | 2 | ||
Triggering event, notice period for debt redemption (at least) | 5 days | ||
Secured Debt | Bridge Facility Agreement, Additional Bridge Facility | Line of Credit | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity on line of credit facility | $ | $ 34.5 | ||
Line of credit facility, number of tranches | tranche | 3 |