Babylon Holdings Limited

of our overall value-based care revenue. I am also happy to announce the launch of a new contract at the start of Q3 to provide services to approximately 10,000 new Medicare Advantage members in New Mexico, which will further diversify our membership and revenue mix. In fact, as of July, we expect revenue from Medicare population alone to make up more than 40% of our overall VBC revenue. We expect the proportion of Medicare and commercial value-based care revenue to continue to rise as we look to 2023 and beyond. Turning to examine our margin performance in our existing VBC contracts, I'm glad to share that we have continued to see improving trends in profitability across our VBC populations as our cohort of contracts age beyond their first few months. Over the last two quarters, both medical margins and clinical care delivery expenses as a percentage of revenue have made great improvement. Medical margin, which we define as one minus claims expenses as a percentage of our VBC revenue, improved from just below negative 5% in Q4 2021 to zero in Q1 and to now just over 2% this quarter, giving a 7.5% margin improvement in the span of only three quarters. This is still very early days for us, and we expect that we onboard more of our members more quickly in each contract, identifying the most at-risk members, helping to manage their health needs more proactively to avoid expensive crisis. The medical margins should continue to grow. Indeed, while the above medical expenses indicate our performance across all our contracts, As we reported before, our older contracts and our Medicare and commercial contracts are already demonstrating better margins. Across our business this quarter, we saw engagement and penetration rates increasing. In our most mature BBC cohorts in Missouri, we saw household penetration rise once again this quarter to a total of 39%. Furthermore, we learn more with each cohort as we take on and are seeing our engagement rates continue to rise faster in our newer cohorts. In Georgia and Mississippi, we have sustained weekly high-risk member sign-up rates which are four times and six to seven times faster respectively than our more mature New York and Missouri markets. In each of Georgia and Mississippi, in the first six months alone since we launched operations, we have already signed up 26% of high-risk members, allowing us to provide our services to more of the members who need them most and to the members where we can make the biggest impact on further reduction of claim expenses. It should be remembered that these are Medicare members who were often given to us precisely due to the difficulty of their engagement. And our results show a marked improvement from the time before they were allocated to Babylon. Our clinical share delivery expenses have also continued to fall as a percentage of revenue, from 27.9% of our total revenue in Q2 2021 and 9% last quarter to 8.2% this quarter. This represents our expenses for the totality of our clinical operations across the globe and should not be mistaken with the cost of our clinical services to just our U.S. VBC members. This significant reduction in cost as a percentage of revenue is due to operational efficiency, which comes with the scaling and digital first model. In addition, as we settle in each EU market, we cross-pollinate our learnings to continuously make our operations ever more efficient. For example, we have begun benefiting this quarter from initiatives to move our clinician away from employing clinicians licensed in a single state, as it is customary in the United States, to employing clinicians licensed across many states, able to take appointments across multiple states as needed to match demand, as we had learned to do so in other countries. As a result, our clinician utilization has risen from 45% in Q2 last year to over 60% in Q2 this year and continues to rise. Unlike some other digital health providers who employ clinicians on a gig economy model, we focus on recruiting highly skilled, fully employed clinicians who are fully trained on our systems and committed to our mission. While when we entered the United States in early 2020, we were initially focused on meeting enormous telehealth demand during the pandemic, as Darshak will explain further, we have subsequently been able to shift to implement lessons learned from our many years operating in the UK and move towards an ever more efficient system. As we continue to scale to cover more members and deliver more care more efficiently, and as each of our cohorts mature from their early first few quarters, we expect to see further progress across all our deals towards profitability. Moving to consider our adjusted EBITDA results, I'm happy to announce that this quarter, we delivered an adjusted EBITDA result of minus $68.7 million, beating consensus expectation by more than $10 million. As I mentioned last quarter, our digital first approach allows us to scale very efficiently. Our operational expenses and our technology costs, which comprise of platform and application and research and development expenses, remains relatively flat as we escape, allowing us to take on more lives and increase our revenue without substantially increasing overhead. In Q2 last year, technology and SG&A cost made up 116% of our revenue, whereas this quarter, They were just 38%. We expect to continue to see the benefits of leveraging our technology and existing infrastructure as we scale, providing our services to new members in ever more efficient ways. Furthermore, we expect further profitability improvement in this regard from this quarter onwards, as we have recently taken action to accelerate our path to profitability. In the first half of 2022, as the cost of capital increased markedly, we have witnessed a clear shift in the priorities of investors from growth to profitability. Growing at scale was the right thing to do when the capital needed to fuel it was available at record low cost. Today, however, this is no longer the case. At this time, it is important that we face the new realities and do so decisively. Charles Darwin once wrote, it is not the strongest of the species that survive nor the most intelligent, but the one most responsive to change. We therefore implemented a series of decisive measures to accelerate our path to profitability. By reviewing the return of every contract and the efficacy of every dollar spent on operating costs, We announced the cost reduction program that aims to lower the adjusted EBITDA losses for the remainder of 2022 and targets run rate adjusted EBITDA savings of up to $100 million in 2023. Going forward, All our technology or services output will be measured for the direct value to the improvement of contract margins, and our growth will be concentrated on new value-based care or software-like deals that are cash flow positive and meet or exceed our financial projection. In spite of this strong operational performance I described above, our stock has not been performing We are, of course, concerned and focused on the issue. While history has shown that markets can sometimes overreact, we believe that we have been particularly hurt by the fact that we chose to bring Babylon into the public markets through a SPAC process. The market has since collectively and somewhat indiscriminately punished almost all SPAC companies and many were showing high-key stake revenue projections, which have turned out not to come true. Ironically, one of the reasons we chose to go public via SPAC in the first place was so we could show to the market our hockey estate projection. At the time, we projected increasing revenue from $79 million in 2020 to $321 million in 2021 and $710 million in 2022. We have been one of the few companies that have met and remain on track to exceed these projections by a large margin. But we still suffered the same stock decline as others. We are taking active steps to remedy some of the negative consequences of this outcome to improve our shareholder base and capital structures. This was one of the reasons we exchanged both the private and public SPAC warrants for common equity during Q2. We will continue to take further steps, and while these changes cannot unfortunately happen overnight, we do think that incrementally the market will start to see the true underlying value of our business. When Jeff Bezos, founder of Amazon, was asked in a recent interview about the plunge of that stock from $113 to $6 per share in about one year period in 2001, his response was, the stock is not the company and the company is not the stock. He described that while the stock was plunging, the internal metrics of the business were improving. Babylon scrutinizes its internal metrics constantly and on almost every important operational matter. They are improving fast and performing as well as it could be expected at this stage of our development. As I outlined above, from Q2 revenue growing 4.6 times and U.S. value-based care members growing by 220% year over year, to up to seven times improvement in the speed of high-risk members sign up, to a corresponding 31% ER avoidance in our longest-serving VDC contract. and a 7.5% improvement in our medical margins in the last three quarters. Almost all our key metrics are performing well. We believe that if we continue to focus our efforts on delivering on our promise, maintaining our quality, and moving closer to profitability, the stock price will reflect that over time. that the progress we have shared this quarter, including our increasingly disciplined approach to cost, positions as well as we look to the next few years. The needs of those who we have been serving have not gone away. Demand for healthcare will continue to increase while the supply of new, innovative solutions will reduce due to the new market conditions. remains to stay in the service of those who will need it most, and we are well-placed to emerge from the current conditions strong. Before handing over to Darshak, I'd like to thank the entire Babylon team for their hard work, resilience, and the relentless commitment they have shown this quarter. They have continued to deliver every day to assure we are able to provide high-quality care to our members in an ever more efficient way. The commitment and passion they exhibit exemplifies our company's mission and we are fortunate to have such brilliant Babylonians. I am truly thankful to those who have invested in us. I know the market conditions have not been kind to us, but I promise you that we have the ambition, determination, and single-minded focus to do all we can for Babylon to emerge stronger and to provide the deserved returns for our investors. With that, I'll pass the call over to Darshak, who will provide more detail about our clinical operations. Darshak.

Thank you, Ali, and thank you everyone for joining the call today. I'm excited to give more detail on our clinical operations and explain more about why our members love our service and how we're working to improve margins across our cohorts. What's our secret? Well, it's not such a secret. We make people healthier via accessible and better care. Before I dive into discussing our clinical operations, a quick introduction. My name is Darshak Sanghavi, and I'm Babylon's Chief Medical Officer. Before joining Babylon, I was Chief Medical Officer for Medicare and Retirement at United Healthcare and at OptumLabs, and held a senior position during the Obama administration at the Center for Medicare and Medicaid Innovation. In these roles, I created and oversaw programs impacting tens of millions of Americans. I'm also a practicing pediatric cardiologist and hold the rank of associate professor at the University of Massachusetts Medical School. I came to Babylon because I've come to believe that incremental change cannot truly improve the quality and access to care globally. We have to fundamentally rethink our model and delivery of healthcare. That's what we are doing at Babylon. However, technology and innovative products alone cannot solve healthcare. Rather, they are ingredients in a broader strategy that must be well-informed by deep healthcare experience and a focus on addressing the drivers of poor care outcomes and high costs. At Babylon, we focus on improving value by investing heavily in the talent, technology, and processes to execute on this rubric. So what does that look like? To begin, our team continuously focuses on operational excellence, increasing efficiency and driving down the clinical care delivery expense for our virtual first model. For example, this quarter, we've moved to a multi-state licensing model for our primary care clinicians and increased utilization in our national care model, allowing us to match doctors across the nation with our patients in their time of need. Simply put, Patients get care when they need it, 24-7, and we keep our clinicians at the right level of busyness. We have once again delivered a lower clinical care delivery expense as a percentage of revenue this quarter, and believe we will see further improvements through initiatives being implemented in Q3 and Q4 this year. The key to unlocking value, however, lies not just in making care more efficient, but in making our patients healthier and happier. This starts by engaging our patients in value-based care contracts and delighting them, as evidenced by our 4.8 star rating on the Apple App Store. We've demonstrated accelerated learning for reaching out to patients and engaging them in our digital programs. Over time, we've shortened our cycle times and speed of onboarding onto our digital first platform. We've also increasingly focused on onboarding high-risk members by targeting the patients who are most at risk of high costs using AI-based models. we are able to make sure that we service patients where we can have the greatest impact on improving health and reducing costs. For example, in newer value-based care contracts with attributed and assigned patients, signing up high-risk patients at rates four times and six to seven times faster, respectively, than our initial one. Over two years, we reached 39% of households in our first market, Missouri, but in our most recent ones, active under a year, we've already signed up over 26% of high-risk patient households in Georgia and Mississippi and onboarded them onto the Babylon app. We do this by learning from each contract and by replicating the most effective outreach strategies, as well as utilizing local community health workers in each region we enter. We also make sure we meet patients where they are, which is particularly important to engage our Medicaid members, and offer immediate value at initial outreach calls. For example, our team recently contacted a patient in the rural Midwest who disclosed they lacked housing. By using our platform to seamlessly connect the patient to a social worker who was able to provide them with housing, we were also able to onboard the patient into our services and engage them in a next-day comprehensive primary care intake appointment. allowing us to assess their needs and refer them for any further care as needed. A strategy that peer-reviewed studies shows dramatically lowers medical costs. Another data point. When outreaching to members who need behavioral health services, our team successfully onboards half of all outreach members to complete a digital first appointment. After we engage patients at scale, our care model goes to work for them. We focus on six clinical drivers, all backed by a digital-first model. 24-7 access to primary care, integrated behavioral health, peer-to-peer same-day virtual specialty consultation, tech-enabled chronic condition management, high-complexity episode management, and personalized care teams for complex patients. Through our clinical initiatives, we target specific key focus areas which have the highest spending impact on our population. To take one example, our partnership with Sitka to provide digital peer-to-peer subspecialty consultations resulted in having 91% of specialty consults remain contained in Babylon's digital ecosystem, allowing, for example, a primary care clinician to assist a patient with eosinophilic esophagitis fully via digital care. Another example. Our health graph shows that depression and anxiety are two of the biggest cost drivers in our covered populations, and it has been repeatedly proven that high-quality, timely mental health care dramatically reduces care costs. Therefore, we screen individuals on their initial intake for mental health needs and provide behavioral health care integrated within our platform whenever necessary to give them a seamless, accessible support experience. having delivered over 5,000 mental health appointments in our most recent month in the US. We recently have tracked outcomes in hundreds of patients enrolled after diagnosis of anxiety or depression. And we know that our digital mental health model reduces GAD-7 and PHQ-9 scores into near normal ranges in 33 to 42% of patients. This year, we've already deployed our chronic condition management program using our platform, including our day-to-day technology to address clinical journeys for prenatal and postnatal care, transitioning care from hospital discharge, digital first journeys from mild anxiety and depression, and low back pain. And we are on target to release programs for diabetes, cancer prevention, hypertension, menopause, sexual health, and substance use disorders this year. Our patient-first and digital-first approach, supported by an extraordinary clinician culture, now embedded in a fully employed model. The doctors work for Babylon full-time and not as off the side of their desk contractors. Enabled by Babylon's product and technology stack, our doctors provide complex end-to-end care, a far cry from typical transactional fee-for-service virtual visit mills. Our clinicians meet in regular grand rounds, work together to share knowledge amongst themselves via instant messaging, develop and maintain national standards of care. Most recently, for example, when the oral drug Paxlovid became available for COVID in the U.S., our clinicians actioned national protocols that allowed safe and effective prescribing. By focusing on providing digital care where possible and through the work we have done recruiting and training full-time digital first primary care clinicians, we have been able to address high complexity conditions in a digital first manner, including complex mental illness via our collaborative care model, syphilis and pregnancy, managing and preventing severe asthma, and many, many more situations. It's worth emphasizing this point. Since our inception in the UK in 2013, we've invested enormous time and effort to develop a virtual first comprehensive model. It's simply untrue that great digital first primary care can come from simply retrofitting old school doctors with FaceTime. Instead, Babylon has developed painstaking protocols, clinician training, and expertise to work remotely. Value-based care doesn't happen overnight. That's why peer-reviewed data suggests our model is associated with a 15% to 35% reduction in acute care costs in the UK, a goal we believe can be achieved in the US. With that, I'll hand over to Charlie to give some more detail on our financial performance. Charlie?

Thank you, Darshak, and thank you to everybody joining the call today. We appreciate your time and interest in Babylon. Today, I'd like to share some further comments on the trends we're seeing in the business as we review our Q2 2022 financial results. I will discuss our overall financial performance and key KPIs, such as medical margin, focusing particularly on the trends towards profitability we're seeing in our value-based care contracts and the significant operating expense levels we have generated, as well as providing an update on our financial guidance for the full year 2022 results. As Ali mentioned, we're happy with our financial performance this quarter. We reported revenue of $265 million, which places us on track to achieve our revenue guidance for the year. Alongside this performance, we delivered an adjusted EBITDA loss of $68.7 million, beating consensus expectations by over $10 million. Our adjusted EBITDA margin for Q2 was negative 25.9%, and we are on track to meet our updated guidance for the year of $270 million or less. We are pleased with these results, which has been part of dedicated planning and commitment by the entire organization. I'd also like to briefly comment on the current macroeconomic conditions. We continue to monitor the impact of external factors such as inflationary pressure on our business. However, we expect any such impacts to be significantly mitigated due to the nature of our digital first business model, our previously announced cost reduction actions, and the pricing structure of our value-based care arrangements. Moving to discuss our financial results in more detail, As mentioned earlier, revenue for the quarter came in at $265 million, representing a 4.6 times increase on the revenue generated in the second quarter of 2021. Topline revenue growth was again driven by our value-based care segment, which was over six times the VBC revenue we generated in the second quarter of 2021. VBC and related revenue increased by $205 million quarter over quarter, to a total of $244.1 million, and accounts for 92% of Q2 revenue. This has been driven by significant increases in our VBC membership base, with total VBC membership increasing to 269,000 U.S. VBC members in the quarter, compared to just 84,000 in Q2 2021. We continue to take a proactive approach to diversifying our VBC member mix with a focus on increasing our proportion of higher PMPM and easier-to-engage Medicare and commercial populations. which combined contributed approximately 40% of BBC revenue in Q2 2022. Since Q2 2021, we've increased our Medicare population by over 2.5 times, taking our total Medicare membership from 12,000 members to 31,000 members this quarter. In July this year, we also launched a new BBC contract to cover an additional approximately 10,000 Medicare Advantage members in New Mexico. With the addition of this contract, we expect revenue from Medicare populations alone to account for more than 40% of our total VVC revenue in July. Looking forward, we expect this and the percentage of commercial populations continue to rise as we look to 2023 and beyond. Licensing revenue this quarter was $7.4 million during the second quarter of 2022, a decrease of 11% from $8.3 million in Q2 2021. This reduction was largely driven by FX headwinds in our licensing contracts denominated in pounds sterling, and we've been roughly flat on a constant currency basis. We continue to actively engage in building our licensing pipeline this year with the aim to increase our proportion of higher margin licensing revenue from 2023 onwards, which we expect to be a key contributor towards achieving profitability no later than 2025. Clinical services revenue, which includes our clinical services delivered in the UK and Rwanda, as well as our USD for service business, was $13.9 million during the second quarter of 2022, which is an increase of 38% from $10.1 million in the second quarter of 2021, driven by increased virtual consultation volumes in both the UK and US. One of our key focuses in 2022 is to enhance cost of care delivery margins and utilise our operational leverage as we scale. Our continued rapid revenue growth and how associated margins impact in the short term as we proactively engage members up front, which comes with associated costs in order to prevent expensive crises and reduce long-term downstream healthcare costs. As discussed last quarter, we have broken out our cost of care delivery expenses into two components of clinical care delivery expense and claims expense to differentiate between the costs incurred by Babylon in delivering our service and our members' claims expenses. Clinical care delivery expense increased year on year, coming in at $21.6 million in the second quarter of 2022, up from $16 million in Q2 2021. We expect our clinical care delivery expense to be highly scalable, and we've seen progress this quarter with costs dropping as a percentage of total revenue from 28% in the second quarter of 2021 to 8% this quarter. Due to utilising the operational leverage across our network, that comes with scale and implementing initiatives to increase efficiency across our clinical organisations, as Ali and Darshak discussed earlier. Claims expense for this quarter was $239 million, which is an increase in $40 million in Q2 2021, primarily due to the addition of 185,000 new BBC members in the last year. However, medical margin, which as Ali mentioned, we define as one minus our claims expense as a percentage of our BBC revenue, improved year over year by 5 percentage points, improving from minus 3.2% in Q2021 to 2.2% in Q2 2022, as well as improving by 3 percentage points quarter over quarter. Combining both, our cost of care delivery expense came to $216.4 million for the quarter, which is an increase from $56.4 million in Q2 2021 due to the increases in our membership. Quarter over quarter, cost of care delivery expense reduced by $11.1 million from $271.5 million. And on a potential total revenue basis, we've seen improvements from quarter over quarter in cost of care delivery expense, decreasing by 4 percentage points to 98% of total revenue from 102% of total revenue in Q1 2022. I'd now like to move to discuss our operational costs. As mentioned earlier, Digital scalability and operational leverage is a key pillar on our path to profitability, and we are pleased to see both technology and SG&A expenses falling as a percentage of revenue this quarter. Our technology expenses, which are comprised of platform and application expenses and research and development expenses, were $32 million in the second quarter of 2022, which is an increase of $10.3 million in Q2 2021. While our total technology expenses were greater as a result of increased research and development expenses versus the second quarter of 2021, due to the operational leverage of our technology, technology costs actually decreased as a percentage of revenue by more than half from around 37.8% in the second quarter of 2021 to just 12.1% in this quarter. Similarly, our SG&A expenses, which increased to $68 million this quarter versus $45.1 million Q2 2021 have also decreased the percentage of revenue. SG&A expenses reduced 25.6% of revenue this quarter compared to 78.5% in the second quarter of 2021, further demonstrating the scalability of our operations. Moving on to discuss adjusted EBITDA. For the second quarter of 2022, our adjusted EBITDA loss was $68.7 million an increase of $19.1 million from our adjusted EBITDA loss of $49.6 million in Q2 2021. We have continued to see a trend of marginal improvement this quarter, with an adjusted EBITDA loss margin of 26% in Q2 2022, compared to 86% in Q2 2021, which represents a 60 percentage point improvement year over year. In July this year, Babylon also announced cost reduction actions to accelerate our path to profitability. These efficiencies are being implemented during Q3 2022, with the expected final impact predominantly from Q4 2022 onwards, and we expect to ramp up to $100 million per annum cost savings on a run rate basis during 2023. The majority of our cost reduction initiatives come from shedding non-core activity and delivery of operating efficiencies. Examples of this include centralising our cost-based supporting Southeast Asia operations to UK and US, rationalising our global physical office footprint as we embrace new working practices following the pandemic, streamlining our supplier and professional services costs, and headcount optimization in non-core business areas. As a result of these initiatives, we expect our monthly adjusted EBITDA loss to decrease to a run rate of $18 million or less by December 2022. Due to the design, implementation, and communications of the plan in July 2022, Badron expects to recognise a restructuring provision in the third quarter of 2022, primarily relating to employee severance and benefits. We expect this restructuring charge to be an add-back to our Q3 2022 reconciliation from net loss to adjusted EBITDA. We have also performed an impairment review this quarter as a result of the decline in our share price and discontinuation of certain features considered within our development costs and tangible assets. As a result of the analysis, the company identified that the carrying amount of these assets exceeded their values in use by $53.2 million. This impairment charge has been added back to our Q2 2022 reconciliation from a net loss to adjusted EBITDA. Moving to the balance sheet, cash and cash equivalent as of June 30th, 2022 was $187 million compared to $42 million as of June 30th, 2021. In June and July, we also completed our warrants exchange transactions launched in May 2022 with the intention of simplifying Babylon's capital structure and reducing the potential dilutive impact of the warrants. As a result of these transactions, Babylon issued just over 4.2 million Class A ordinary shares in exchange for just over 14.5 million public and private placement warrants, comprising all of the outstanding warrants that were seen as part of our business combination with our Currie Global Acquisition Corp in October last year. I'd like to end by giving an update of our guidance for our 2022 performance. Last quarter, we updated our revenue guidance for the full year of 2022 to be $1 billion or greater, and we are reiterating that guidance today. As we announced in early July, we've improved our adjusted EBITDA guidance from a loss of $295 million or less per year to be a loss of $270 million or less. We've forecasted monthly December 22 adjusted EBITDA loss of $18 million or less, as mentioned. This improvement on adjusted EBITDA guidance is due to the cost reduction actions I mentioned earlier. We are confident that we will continue to see positive trends in our profitability and reiterate our expectations of being adjusted EBITDA and cash flow breakeven by 2025. To conclude, I am incredibly proud of the strong financial results we once again delivered this quarter. I'd like to thank our whole team at Babylonians for their hard work this quarter and their continued commitment to deliver the best possible care for our members. I am proud to continue to work alongside them every day to drive forward on our mission to make high-quality healthcare accessible and affordable for everybody on Earth. And with that, Operator, we are now ready to open the call to questions.