Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
Entity Registrant Name | UpHealth, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-3838045 | ||
Entity Address, Address Line One | 14000 S. Military Trail, | ||
Entity Address, Address Line Two | Suite 203 | ||
Entity Address, City or Town | Delray Beach, | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33484 | ||
City Area Code | 312 | ||
Local Phone Number | 618-1322 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 253.8 | ||
Entity Common Stock, Shares Outstanding | 144,547,092 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001770141 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Common Stock, par value $0.0001 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | UPH | ||
Security Exchange Name | NYSE | ||
Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | UPH.WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 166 |
Auditor Name | Plante & Moran, PLLC |
Auditor Location | Denver, Colorado |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 58,192 | $ 1,839 | |
Restricted cash | 18,609 | 530 | |
Accounts receivable, net | 22,761 | 6,703 | |
Inventories | 2,928 | 117 | |
Due from related parties | 40 | 0 | |
Prepaid expenses and other current assets | 4,217 | 3,501 | |
Total current assets | 106,747 | 12,690 | |
Property, plant and equipment, net of accumulated depreciation of $4,741 and $3 at December 31, 2021 and 2020, respectively. | 56,072 | 151 | |
Intangible assets, net of accumulated amortization of $12,350 and $318 at December 31, 2021 and 2020, respectively. | 115,313 | 27,782 | |
Goodwill | 284,268 | 164,194 | |
Deferred tax asset | 0 | 335 | |
Equity method investments | 0 | 57,214 | |
Other assets | 6,907 | 24 | |
Total assets | 569,307 | 262,390 | |
Current liabilities: | |||
Accounts payable | 13,604 | 2,680 | |
Accrued expenses | 36,084 | 8,482 | |
Deferred revenue | 2,649 | 397 | |
Due to related party | 47 | 70 | |
Income tax payable | 739 | 673 | |
Related-party long-term debt, current | 657 | 39 | |
Long-term debt, current | 22,093 | 22,531 | |
Forward share purchase liability | 18,051 | 0 | |
Other current liabilities | 2,780 | 0 | |
Total current liabilities | 96,704 | 34,872 | |
Related-party long-term debt, noncurrent | 331 | 381 | |
Long-term debt, noncurrent | 98,417 | 344 | |
Deferred tax liabilities | 28,281 | 6,072 | |
Warrant liabilities, noncurrent | 252 | 0 | |
Derivative liability, noncurrent | 7,977 | 0 | |
Other long-term liabilities | 3,502 | 0 | |
Total liabilities | 235,464 | 41,669 | |
Commitments and Contingencies (Note 18) | |||
Stockholders' Equity Attributable to Parent [Abstract] | |||
Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding at December 31, 2021 and 2020, respectively. | 0 | 0 | |
Common stock, $0.0001 par value, 300,000 shares authorized, 144,279 and 70,021 issued and outstanding at December 31, 2021 and 2020, respectively. | 14 | 7 | |
Additional paid in capital | 665,461 | 222,900 | |
Accumulated deficit | (343,209) | (2,186) | |
Accumulated other comprehensive loss | (3,802) | 0 | |
Total UpHealth, Inc., stockholders’ equity | 318,464 | 220,721 | |
Noncontrolling interests | 15,379 | 0 | |
Total stockholders’ equity | 333,843 | 220,721 | [1] |
Total liabilities and stockholders’ equity | $ 569,307 | $ 262,390 | |
[1] | (1) Amounts as of March 31, 2021 and before that date differ from those published in prior consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combinations (as defined below in Note 1). Specifically, the number of common shares outstanding during periods before the Business Combinations are computed on the basis of the number of common shares of UpHealth Holdings (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement (1.00 UpHealth Holdings shares converted to 10.28 GigCapital2 shares). Common stock and additional paid-in capital were adjusted accordingly. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation and amortization | $ 4,741 | $ 3 |
Intangible assets, accumulated amortization | $ 12,350 | $ 318 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock issued (in shares) | 144,278,969 | 70,021,063 |
Common stock outstanding (in shares) | 144,278,969 | 70,021,063 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 45,192,000 | $ 89,890,000 | $ 123,795,000 | $ 5,396,000 |
Total cost of goods and services | 27,245,000 | 53,621,000 | 80,208,000 | 1,183,000 |
Gross margin | 17,947,000 | 36,269,000 | 43,587,000 | 4,213,000 |
Operating expenses: | ||||
Sales and marketing | 3,090,000 | 5,670,000 | 9,275,000 | 0 |
Research and development | 1,916,000 | 5,759,000 | 7,302,000 | 874,000 |
General and administrative | 11,452,000 | 22,481,000 | 57,763,000 | 4,945,000 |
Depreciation and amortization | 3,626,000 | 7,496,000 | 13,044,000 | 320,000 |
Stock-based compensation | 410,000 | 410,000 | 1,048,000 | 0 |
Lease abandonment expenses | 915,000 | 915,000 | 915,000 | 0 |
Goodwill impairment | 297,930,000 | 0 | ||
Acquisition, integration and transformation costs | 1,227,000 | 36,566,000 | 36,289,000 | 0 |
Total operating expenses | 22,636,000 | 79,297,000 | 423,566,000 | 6,140,000 |
Loss from operations | (4,689,000) | (43,028,000) | (379,979,000) | (1,926,000) |
Other income: | ||||
Interest expense | (8,145,000) | (13,760,000) | (19,516,000) | (134,000) |
Gain on consolidation of equity method investment | 0 | 640,000 | 640,000 | 0 |
Gain on fair value of derivative liability | 49,885,000 | 49,885,000 | 53,846,000 | 0 |
Gain on fair value of warrant liabilities | 373,000 | 1,447,000 | 1,595,000 | 0 |
Gain on extinguishment of debt | 0 | 151,000 | 151,000 | 0 |
Other income, net, including interest income | 259,000 | 40,000 | 490,000 | 4,000 |
Total other income (expense) | 42,372,000 | 38,403,000 | 37,206,000 | (130,000) |
Loss before income tax benefit (expense) | 37,683,000 | (4,625,000) | (342,773,000) | (2,057,000) |
Income tax benefit (expense) | (6,695,000) | 357,000 | 2,437,000 | (50,000) |
Loss before loss from equity method investment | 30,988,000 | (4,268,000) | (340,336,000) | (2,107,000) |
Loss from equity method investment | 0 | (561,000) | (561,000) | (80,000) |
Net loss | 30,988,000 | (4,829,000) | (340,897,000) | (2,186,000) |
Less: net loss attributable to noncontrolling interests | 231,000 | 147,000 | 126,000 | 0 |
Net loss attributable to UpHealth, Inc. | $ 30,757,000 | $ (4,976,000) | $ (341,023,000) | $ (2,186,000) |
Net loss per share attributable to UpHealth, Inc.: | ||||
Basic (in dollars per share) | $ 0.26 | $ (0.05) | $ (3.19) | $ (0.04) |
Diluted (in dollars per share) | $ 0.26 | $ (0.05) | $ (3.19) | $ (0.04) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 117,628,000 | 95,194,000 | 107,028,000 | 52,348,000 |
Diluted (in shares) | 118,073,000 | 95,194,000 | 107,028,000 | 52,348,000 |
Services | ||||
Total revenue | $ 21,977,000 | $ 45,563,000 | $ 70,223,000 | $ 1,664,000 |
Total cost of goods and services | 12,434,000 | 26,497,000 | 41,366,000 | 365,000 |
Licenses and subscriptions | ||||
Total revenue | 10,956,000 | 23,759,000 | 25,516,000 | 3,304,000 |
Total cost of goods and services | 6,350,000 | 13,020,000 | 19,183,000 | 724,000 |
Products | ||||
Total revenue | 12,259,000 | 20,568,000 | 28,056,000 | 428,000 |
Total cost of goods and services | $ 8,461,000 | $ 14,104,000 | $ 19,659,000 | $ 94,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (340,897) | $ (2,186) |
Foreign currency translation adjustments, net of tax | (3,802) | 0 |
Comprehensive loss | (344,699) | (2,186) |
Less: comprehensive loss attributable to noncontrolling interests | 126 | 0 |
Comprehensive loss attributable to UpHealth, Inc. | $ (344,825) | $ (2,186) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY $ in Thousands | USD ($)shares | Common StockUSD ($)shares | Additional Paid-In CapitalUSD ($) | Accumulated DeficitUSD ($) | Accumulated Other Comprehensive LossUSD ($) | Total UpHealth, Inc. Stockholders’ EquityUSD ($) | Noncontrolling InterestsUSD ($) | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | shares | 0 | ||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock for stock formation (in shares) | shares | [1] | 50,050,000 | |||||||
Issuance of common stock for formation | [1] | 0 | $ 5 | (5) | |||||
Issuance of common stock to consummate business combinations (in shares) | shares | [1] | 15,503,000 | |||||||
Issuance of common stock to consummate business combinations | [1] | 165,614 | $ 2 | 165,613 | 165,614 | ||||
Issuance of common stock in exchange for a portion of equity method investment (in shares) | shares | [1] | 4,468,000 | |||||||
Issuance of common stock in exchange for a portion of equity method investment | [1] | 57,293 | 57,293 | 57,293 | |||||
Net loss | (2,186) | (2,186) | (2,186) | ||||||
Foreign currency translation adjustments | $ 0 | ||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | shares | 70,021,063 | 70,021,000 | [1] | ||||||
Balance at end of period at Dec. 31, 2020 | [1] | $ 220,721 | $ 7 | 222,900 | (2,186) | 0 | 220,721 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | $ (4,829) | ||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | shares | 117,800,000 | ||||||||
Balance at end of period at Sep. 30, 2021 | $ 627,085 | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | shares | 70,021,063 | 70,021,000 | [1] | ||||||
Balance at beginning of period at Dec. 31, 2020 | [1] | $ 220,721 | $ 7 | 222,900 | (2,186) | 0 | 220,721 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock for stock formation (in shares) | shares | 26,450,000 | ||||||||
Issuance of common stock for formation | 42,965 | $ 3 | 42,962 | 42,965 | |||||
Issuance of common stock to consummate business combinations (in shares) | shares | [1] | 34,912,000 | |||||||
Issuance of common stock to consummate business combinations | [1] | 346,249 | $ 3 | 330,992 | 330,996 | 15,253 | |||
Merger recapitalization (in shares) | shares | 9,471,000 | ||||||||
Merger recapitalization | 54,605 | $ 1 | 54,604 | 54,605 | |||||
Issuance of common stock in connection with PIPE (in shares) | shares | 3,000,000 | ||||||||
Issuance of common stock in connection with PIPE | 27,079 | 27,079 | 27,079 | ||||||
Forward share repurchase agreement | (17,000) | (17,000) | (17,000) | ||||||
Issuance of common stock for debt conversion (in shares) | shares | 200,000 | ||||||||
Issuance of common stock for debt conversion | 1,879 | 1,879 | 1,879 | ||||||
Purchase consideration adjustment | 677 | 677 | 677 | ||||||
Issuance of common stock in connection with equity incentive plans, net (in shares) | shares | 225,000 | ||||||||
Issuance of common stock in connection with equity incentive plans, net | 319 | 319 | 319 | ||||||
Stock-based compensation | 1,048 | 1,048 | 1,048 | ||||||
Net loss | (340,897) | (341,023) | (341,023) | 126 | |||||
Foreign currency translation adjustments | $ (3,802) | (3,802) | (3,802) | ||||||
Balance at end of period (in shares) at Dec. 31, 2021 | shares | 144,278,969 | 144,279,000 | |||||||
Balance at end of period at Dec. 31, 2021 | $ 333,843 | $ 14 | 665,461 | (343,209) | (3,802) | 318,464 | 15,379 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exchange ratio | 10.28 | ||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | shares | 144,278,969 | 144,279,000 | |||||||
Balance at end of period at Dec. 31, 2021 | $ 333,843 | $ 14 | $ 665,461 | $ (343,209) | $ (3,802) | $ 318,464 | $ 15,379 | ||
[1] | (1) Amounts as of March 31, 2021 and before that date differ from those published in prior consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combinations (as defined below in Note 1). Specifically, the number of common shares outstanding during periods before the Business Combinations are computed on the basis of the number of common shares of UpHealth Holdings (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement (1.00 UpHealth Holdings shares converted to 10.28 GigCapital2 shares). Common stock and additional paid-in capital were adjusted accordingly. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering expenses | $ 3,300 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Operating activities: | ||
Net loss | $ (340,897,000) | $ (2,186,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16,768,000 | 321,000 |
Amortization of debt issuance costs and discount on convertible debt | 8,882,000 | 0 |
Stock-based compensation | 1,048,000 | 0 |
Provision for bad debt expense | 18,617,000 | 0 |
Gain on extinguishment of debt | (151,000) | 0 |
Loss from equity method investment | 561,000 | 80,000 |
Gain on consolidation of equity method investment | (640,000) | 0 |
Gain on fair value of warrant liabilities | (1,595,000) | 0 |
Gain on fair value of convertible derivative | (53,846,000) | 0 |
Loss on disposal of property and equipment | 876,000 | 0 |
Deferred income taxes | (2,502,000) | (622,000) |
Impairment of goodwill | 297,930,000 | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (26,747,000) | (1,955,000) |
Inventories | 200,000 | (17,000) |
Prepaid expenses and other current assets | (6,909,000) | (460,000) |
Accounts payable and accrued expenses | 23,019,000 | 3,332,000 |
Income taxes payable | 65,000 | 673,000 |
Deferred revenue | 1,942,000 | (303,000) |
Due to related parties | 1,000 | 0 |
Other current liabilities | 561,000 | 0 |
Net cash used in operating activities | (62,817,000) | (1,139,000) |
Investing activities: | ||
Purchases of property and equipment | (3,723,000) | 0 |
Due to related parties | 497,000 | 0 |
Net cash acquired in acquisition of businesses | 3,969,000 | 3,508,000 |
Net cash provided by investing activities | 743,000 | 3,508,000 |
Financing activities: | ||
Proceeds from merger and recapitalization transaction | 83,909,000 | 0 |
Proceeds from convertible debt | 164,500,000 | 0 |
Repayments of debt | (42,645,000) | 0 |
Payments of debt issuance costs | (8,100,000) | 0 |
Proceeds from Provider Relief Funds | 506,000 | 0 |
Payments of seller notes | (99,207,000) | 0 |
Payments of capital lease obligations | (2,173,000) | 0 |
Proceeds from equity offering | 42,962,000 | 0 |
Net proceeds from exercise of common stock options | 319,000 | 0 |
Payment of amount due to member | (4,200,000) | 0 |
Net cash provided by financing activities | 135,871,000 | 0 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 635,000 | 0 |
Net increase in cash, cash equivalents, and restricted cash | 74,432,000 | 2,369,000 |
Cash, cash equivalents, and restricted cash, beginning of period | 2,369,000 | 0 |
Cash, cash equivalents, and restricted cash, end of period | 76,801,000 | 2,369,000 |
Supplemental cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 9,799,000 | 0 |
Issuance of common stock for debt conversion | 1,879,000 | 0 |
Property and equipment acquired through capital lease and vendor financing arrangements | 3,469,000 | 0 |
Issuance of common stock and promissory note to consummate business combination | 0 | 57,294,000 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 58,192,000 | 1,839,000 |
Restricted cash | 18,609,000 | 530,000 |
Total cash, cash equivalents, and restricted cash | 76,801,000 | 2,369,000 |
TTC | ||
Issuance of common stock and promissory note to consummate business combination | 48,233,000 | 0 |
Glocal | ||
Issuance of common stock and promissory note to consummate business combination | 132,122,000 | 0 |
Innovations Group | ||
Issuance of common stock and promissory note to consummate business combination | 170,378,000 | 0 |
Cloudbreak | ||
Issuance of common stock and promissory note to consummate business combination | 106,298,000 | 0 |
Thrasys | ||
Issuance of common stock and promissory note to consummate business combination | 0 | 167,435,000 |
BHS | ||
Issuance of common stock and promissory note to consummate business combination | $ 0 | $ 15,770,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business UpHealth, Inc. UpHealth, Inc. (“ UpHealth ,” “ we ,” “ us ,” “ our ,” “ UpHealth, ” or the “ Company ”) is the parent company of both UpHealth Holdings, Inc. (“ UpHealth Holdings ”) and Cloudbreak Health, LLC (“ Cloudbreak ”). GigCapital2, Inc. (“ GigCapital2 ”), the Company’s predecessor, was incorporated in Delaware on March 6, 2019. GigCapital2 was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 20, 2020, GigCapital2, UpHealth Merger Sub, Inc. (“ UpHealth Merger Sub ”), and UpHealth Holdings, entered into a business combination agreement (as subsequently amended on January 29, 2021, March 23, 2021, April 23, 2021, and May 30, 2021, the “ UpHealth Business Combination Agreement ”). In connection with the UpHealth Business Combination Agreement, UpHealth Merger Sub was merged with and into UpHealth Holdings, with UpHealth Holdings surviving the merger. Also on November 20, 2020, GigCapital2; Cloudbreak Health Merger Sub, LLC, a Delaware limited liability company (“ Cloudbreak Merger Sub ”); Cloudbreak Health; Dr. Chirinjeev Kathuria and Dr. Mariya Pylypiv; UpHealth Holdings; and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent, and attorney-in-fact of the Cloudbreak members, entered into a business combination agreement (as subsequently amended on April 23, 2021 and June 9, 2021, the “Cloudbreak Business Combination Agreement” and, together with the UpHealth Business Combination Agreement, the “Business Combination Agreements”). In connection with the Cloudbreak Business Combination Agreement, Cloudbreak Merger Sub was merged with and into Cloudbreak, with Cloudbreak surviving the merger (the “Cloudbreak Business Combination” and, together with the UpHealth Business Combination, the “Business Combinations”). The Business Combinations were consummated on June 9, 2021. In connection with the Business Combinations, GigCapital2 changed its corporate name to “UpHealth, Inc.” Our public units began trading on the NYSE under the symbol “GIX.U” on June 5, 2019. On June 26, 2019, we announced that the holders of our units may elect to separately trade the securities underlying such units. On July 1, 2019, the shares, warrants, and rights began trading on the NYSE under the symbols “GIX”, “GIX.WS,” and “GIX.RT,” respectively. On June 9, 2021, upon the completion of the Business Combinations, our units separated into their underlying shares of common stock, warrants, and rights (and the rights were converted into shares of common stock). Our units and rights ceased to trade, and our common stock and warrants now trade under the symbols "UPH" and "UPH.WS," respectively. UpHealth Holdings UpHealth Holdings, a Delaware corporation formed on October 26, 2020, was established to raise capital and pursue opportunities for investment and acquisition in various healthcare entities, primarily those that bring technology and services to efficiently and profitably manage chronic and complex care, including behavioral health and substance abuse, while also serving the demands for easy access to personalized primary care. On October 26, 2020, the shareholders of UpHealth Services, Inc. (“ UpHealth Services ”) contributed their shares of UpHealth Services to UpHealth Holdings in exchange for shares of UpHealth Holdings, resulting in UpHealth Services being a wholly-owned subsidiary of UpHealth Holdings. There was an immaterial disclosure in the Quarterly Report on Form 10-Q for the six-months ended June 30, 2021 which mistakenly described the reorganization of UpHealth Services as a merger rather than a contribution of shares. UpHealth Services' pre-UpHealth Business Combinations financial statements are now UpHealth Holdings' pre-UpHealth Business Combinations financial statements and are reflected in the year ended December 31, 2020. UpHealth Services was incorporated in Illinois on November 5, 2019; operations effectively began January 1, 2020 and have continued to date. On November 20, 2020, UpHealth Holdings completed the acquisition of Thrasys, Inc. (“ Thrasys ”), a California corporation and a provider of an advanced, comprehensive, and extensible technology platform, marketed under the umbrella “SyntraNet TM ,” to manage health, quality of care, and costs, especially for individuals with complex medical, behavioral health, and social needs. On November 20, 2020, we also completed the acquisition of Behavioral Health Services, LLC and subsidiaries (“ BHS ”), a Missouri limited liability company and provider of medical, retail pharmacy and billing services. On November 20, 2020, UpHealth Holdings completed the acquisition of 43.46% of Glocal Healthcare Systems Private Limited and subsidiaries (“ Glocal ”), an India based healthcare company, which was presented as an equity method investment. On March 26, 2021, UpHealth Holdings acquired an additional 45.94% of Glocal and recognized a gain of $0.6 million on our equity method investment through the step-acquisition, which is presented as a gain on consolidation of equity method investment in the consolidated statement of operations for the three months ended March 31, 2021. On May 14, 2021, June 21, 2021, and August 27 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8% and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of December 31, 2021. Glocal is included in our condensed consolidated financial statements as of March 26, 2021. On January 25, 2021, UpHealth Holdings completed the acquisition of TTC Healthcare, Inc. (“ TTC ”), a Delaware corporation and a provider of medical, retail pharmacy, and billing services for individuals with complex medical and behavioral health needs. On April 27, 2021, UpHealth Holdings completed the acquisition of Innovations Group, Inc. (d/b/a MedQuest) (“ Innovations ”), a Utah corporation and a Utah-based internet pharmacy company. Cloudbreak Cloudbreak, a Delaware limited liability company that was formed on May 26, 2015, is a unified telemedicine and video medical interpretation solutions provider. On June 9, 2021, contemporaneous with the GigCapital2 merger with UpHealth Holdings, GigCapital2 completed the acquisition of Cloudbreak. See Note 3, Business Combinations, for further information. Restatement of Previously Issued Financial Statements On March 25, 2022, the Audit Committee of the Board of Directors of UpHealth, after considering the recommendations of management, concluded that the Company’s condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2021 (the “ Non-Reliance Periods ”) as previously filed with the Securities and Exchange Commission (“ SEC ”) should not be relied upon because of errors identified therein. The error that caused us to conclude that our financial statements and other financial information for the Non-Reliance Periods should not be relied upon was the result of an incorrect accounting conclusion regarding a contract with a customer, which resulted in the incorrect recognition of revenue during the Non-Reliance Period. We restated our unaudited condensed financial statements as of September 30, 2021 and for the three and nine month periods ended September 30, 2021, to correct the identified misstatements. See Note 20, “Restatement of Previously Issued Unaudited Financial Statements,” for additional information regarding the errors identified and the restatement adjustments made to the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying audited consolidated financial statements of UpHealth have been prepared in accordance with U.S. generally accepted accounting principles (“ GAAP ”) and pursuant to the rules and regulations of the SEC for financial information and the instructions to Form 10-K and Rule 10-01 of Regulation S-X. Our consolidated financial statements include the accounts of UpHealth, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP. ”) Certain prior period amounts have been reclassified to conform with our current period presentation. We follow the Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) guidance for identification and reporting of entities over which control is achieved through means other than voting rights. The guidance defines such entities as Variable Interest Entities (“ VIEs ”). We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups (“ JOBS ”) Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard. Fiscal Year Our fiscal year ends on December 31. References to fiscal year 2021 and fiscal year 2020 refer to our fiscal year ending December 31, 2021 and our fiscal year ended December 31, 2020, respectively. Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • The timing and amount of revenue to be recognized, including standalone selling price (“ SSP ”) of performance obligations for revenue contracts with multiple performance obligations; • The identification of and provision for uncollectible accounts receivable; • The capitalization and useful life of internal-use software development costs; • The valuation of assets acquired and liabilities assumed for business combinations, including intangible assets and goodwill; • The estimated economic lives and recoverability of intangible assets; • The valuation of derivatives and warrants; and • The recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions. Actual results could differ materially from those estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. Foreign Currency Translation Adjustments Balance sheet assets and liabilities of subsidiaries which do not use the U.S. dollar as their functional currency are translated at the exchange rate at the end of the reporting period. Income statement amounts are translated using a weighted-average exchange rate during the period. Equity accounts and noncontrolling interests are translated using historical exchange rates at the date the entry to shareholder equity was recorded, except for the change in retained earnings during the reporting period, which is translated using the same weighted-average exchange rate used to translate the consolidated statements of operations. The net cumulative translation adjustment is reported in accumulated other comprehensive income (loss), net of tax, in the consolidated balance sheets. Foreign Currency Transactions Foreign exchange transactions are recorded at the exchange rate prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at foreign exchange rates in effect at the end of the reporting period. Exchange differences arising on settlements/period-end translations are recognized in the consolidated statements of operations in the period they arise. Fair Value Measurements Fair value is measured in accordance with ASC guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value, and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. We measure fair value for financial instruments on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist. Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents consist of amounts we have on deposit with major commercial financial institutions. Restricted Cash At December 31, 2021, we had $18.6 million of restricted cash, of which $18.1 million represented funds held in an escrow account, as agreed in our forward share purchase agreement (see Note 10, Capital Structure , for further information) and $0.5 million of funds held at our Glocal business. At December 31, 2020, we had restricted cash totaling $0.5 million, representing an escrow account containing the balance of a Paycheck Protection Program (“PPP”) loan. The PPP loan was forgiven and the restricted cash returned to us in the three months ended June 30, 2021. Receivables For software-as-a-service (“ SaaS ”) internet hosting, licenses, and subscriptions provided by our integrated care management operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At December 31, 2021 and 2020, the allowance for doubtful accounts was $18.9 million and none, respectively. For subscription-based medical language interpretation services provided by and the sales of products through our virtual care infrastructure operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At December 31, 2021 and December 31, 2020, the allowance for doubtful accounts was $0.1 million and none, respectively. For medical services provided through our services operations, accounts receivable are recorded without collateral from patients, most of whom are local residents and are insured under third-party payor agreements. Accounts receivable are based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience adjusted for economic conditions and other trends affecting our ability to collect outstanding amounts. For accounts receivable associated with self-pay patients, we record implicit price concessions in the period of service on the basis of our past experience, which indicates that many patients are unable or unwilling to pay the portion of their bill for which they are financially responsible. For digital pharmacy prescriptions provided through our services operations, accounts receivable are recorded at net invoice amount from patients. For all prescriptions including compounded and customized medications, substantially all accounts receivable are paid by credit card at the time of shipment. At December 31, 2021 and 2020, we determined that no allowance for doubtful accounts was necessary. For the year ended December 31, 2021, one customer accounted for approximately 15% of total revenues. For the year ended December 31, 2020, one customer accounted for approximately 58% of total revenues, due to the shortened period of activity between our acquisitions of Thrasys and BHS. At December 31, 2021, one customer accounted for 21% of total accounts receivable. At December 31, 2020, two customers accounted for 74% of total accounts receivable, primarily due to the shortened period of activity between our acquisitions of Thrasys and BHS. Inventories Inventories primarily consist of stock of medicines and pharmaceutical products, and are stated at the lower of cost or net realizable value. Cost comprises purchase price and all incidental expenses incurred in bringing the inventory to its present location and condition. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, with a normal margin to sell. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Equity Method Investment As of December 31, 2020, and for the period January 1, 2021 through March 26, 2021, we held an interest in the privately-held equity securities of Glocal in which we did not have a controlling interest, but were able to exercise significant influence. Based on the terms of these privately-held securities, we determined that we exercised significant influence on Glocal, applied the equity method of accounting for our investment in Glocal, and presented our investment in Glocal in equity method investments in the consolidated balance sheets. Any and all gains and losses on privately-held equity securities, realized and unrealized, were recorded in other income (expense) in the condensed consolidated statements of operations. Income recognized in our equity method investments was reduced by the expected amortization from intangible assets recognized through the fair value step-up, until we acquired a controlling financial interest and consolidated Glocal. Valuations of privately-held securities in which we do not have a controlling financial interest are inherently complex due to the lack of readily available market data and requires the use of judgment. The carrying value is not adjusted for our privately-held equity securities if there are no observable price changes in a similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment. Our impairment analysis encompasses an assessment of both qualitative and quantitative factors, including the investee’s financial metrics, market acceptance of the investee’s product or technology, and the rate at which the investee is using its cash. If the investment is considered impaired, we recognize an impairment in the consolidated statements of operations and establish a new carrying value for the investment. Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range as follows: Land Indefinite Buildings 60 years Medical and surgical equipment 13 years Electrical and other equipment 5-7 years Computer equipment, furniture and fixtures 3-7 years Vehicles 5-7 years Internal-use software 3 years Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated economic life of the asset. When assets are retired or disposed of, the asset costs and related accumulated depreciation or amortization are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the economic lives of assets, are capitalized. Software Development Costs We capitalize our ongoing costs of developing internal-use software during the application development stage, which consists primarily of internal personnel costs and external contractor costs. Costs incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Intangible Assets Acquired intangible assets subject to amortization are stated at fair value and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. No impairment charge was recognized in fiscal 2021 or fiscal 2020. Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charge was recognized in fiscal 2021 or fiscal 2020. Goodwill Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis as of the first day of our fourth quarter, or sooner if events indicate such a review is necessary through a triggering event. An impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than its respective carrying value. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Future changes in the estimates used to conduct the impairment review, including revenue projections, market values, and changes in the discount rate used, could cause the analysis to indicate that our goodwill is impaired in subsequent periods and result in a write-down of a portion or all of goodwill. The discount rate used is based on independently calculated risks, our capital mix, and an estimated market premium. A $297.9 million impairment charge was recognized in fiscal 2021. There were no impairment charges recorded in fiscal 2020. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of each acquisition date to estimate the fair value of assets acquired and liabilities assumed. We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. In evaluating whether new information obtained meets the criteria for adjusting provisional amounts, management must consider all relevant factors, including: • The timing of the receipt of the additional information that management could have used in its evaluation on or after the acquisition date, and • Whether management can identify a reason that a change to the provisional amounts is warranted and not driven by a discrete independent event occurring subsequent to the acquisition. Debt Issuance Costs and Original Issue Discounts The third-party cost of issuing debt results in the recognition of debt issuance costs (“DIC”), which are capitalized and presented as a net reduction to the face amount of the debt. DIC is amortized using the effective interest rate method over the expected life of the debt. The reduction in gross proceeds from a debt facility by a lender or lenders results in an original issue discount (“OID”), which is amortized using the effective interest rate method over the expected life of the debt. The amortization of OID for the reporting period results in the recognition of additional interest expense. Warrant Liabilities We account for the Private Placement Warrants and PIPE Warrants that are not indexed to our own stock as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the consolidated statements of operations. We will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Forward Share Purchase Agreement On June 3, 2021, we entered into a third-party put option arrangement assuming the obligation to repurchase our common stock at a future date by transferring cash to the third-party under certain conditions described in more detail in Note 10, Capital Structure . Due to its mandatorily redeemable for cash feature, we have recorded such obligation as a forward share purchase liability in our consolidated balance sheets. Stock Based Compensation Our stock-based compensation primarily consists of stock options and restricted stock units (“ RSUs ”). Stock-based compensation is recognized in the consolidated statements of operations based on the grant date fair value of the awards. The fair value of stock options is determined on the grant date using a Black-Scholes model. The fair value of RSUs is determined by the grant date market price of our common shares. The compensation expense recognized for stock-based awards is recognized ratably over the service period of the awards. Revenue Recognition We recognize revenue in accordance with ASC guidance on revenue from contracts with customers. Revenue is reported at the amount that reflects the consideration to which we expect to be entitled in exchange for providing goods and services. Contract Assets, Contract Liabilities, and Remaining Performance Obligations We record a contract asset when revenue recognized on a contract exceeds the billings. Thrasys and Cloudbreak generally invoice customers annually, quarterly or monthly. BHS, TTC, Glocal, an d Innovations generally invoice their customers upon providing services as the performance obligations are deemed complete. Contract assets are included in accounts receivable in the consolidated balance sheets. We record deferred revenue when billed amounts have been invoiced and received in advance of revenue recognition. It is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the remaining contract value of multi-year, non-cancelable subscription agreements. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and new business linearity within the period. The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unbilled receivables and deferred revenue that will be recognized as revenue in future periods. The transaction price allocated to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, average contract terms, and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes, and other market factors. We exclude amounts related to performance obligations that are billed and recognized as they are delivered. This primarily consists of professional services contracts that are on a time-and-materials basis. Services Revenues We derive our services revenues primarily through the provision of professional services through Thrasys; the provision of medical and behavioral health services by accredited medical professionals through BHS, TTC, and Glocal; and the provision of subscription-based medical language interpretation services through Cloudbreak, as follows: • Services – Professional services for training, set-up, configuration, implementation, and customization services The majority of our professional services contracts related to SaaS are on a time and materials basis, which may also be independently offered by our competitors. When these services are not combined with other SaaS revenues as a distinct performance obligation, revenue is recognized as the services are rendered for time and materials contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. Training revenue and configuration fees are recognized as the services are completed. • Services – Medical and behavioral services provided through our clinics and hospitals, digital dispensaries, and behavioral services operations Performance obligations for medical and behavioral services provided by accredited medical and clinical professionals are satisfied over time as services are provided, and revenue is recognized accordingly. Revenue is based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience, adjusted for economic conditions and other trends affecting our ability to collect outstanding items. Substantially all of our patients are insured under third-party payor agreements. Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance, which may vary in amount. We also provide services to uninsured patients and may offer those uninsured patients a discount from standard charges. We estimate the transaction price for patients with deductibles and coinsurance, and from those who are uninsured, based on historical experience and market conditions. We determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by payors having different reimbursement and payment methodologies, length of the patient’s service, and method of reimbursement. Estimates of net realizable value are subject to significant judgment and approximation by management. It is possible that actual results could differ from the historical estimates management has used to help determine the net realizable value of revenue. If actual collections either exceed or are less than the net realizable value estimates, we record a revenue adjustment, either positive or negative, for the difference between the estimate of the receivable and the amount actually collected in the reporting period in which the collection occurred. No significant adjustments were recorded in the years ended December 31, 2021 and 2020. • Services – Subscription-based medical language interpretation services Service fees of subscription-based fixed monthly minute medical language interpretation services are recognized monthly on a straight-line basis over the term of the contract due to the stand-ready nature of the services provided. Variable consideration received for medical language interpretation services, information technology services, and for the lease of Martti™ devices, our language access solution, is based on a fixed per item charge applied to a variable quantity. Variable consideration for these services is recognized over time in accordance with the “right to invoice” practical expedient and therefore is not subject to revenue constraint evaluation. Revenue related to the sale of Martti™ devices is recognized at a point in time upon delivery of the devices to the customer. We may enter into multiple component services arrangements that bundle the pricing for the lease of Martti™ devices with information technology services, but the lease may not always accompany Martti™ services. When an equipment lease is bundled with services, allocation of the transaction price consideration between the lease and nonlease components of the lease is required. We have determined that the consideration allocated to the lease components in its bundled multiple component services arrangements is not material to the financial statements. Licenses and Subscriptions Revenues Software license revenue is recognized by Thrasys based on whether or not the license constitutes a distinct performance obligation. If the license is a distinct performance obligation, separate from a distinct performance obligation for hosting services, it may be fully recognized on the date license rights are granted to the customer and access is granted; otherwise, it is an indistinct performance obligation, which is recognized ratably over the contract term, along with other hosting services beginning on the commencement date of each contract, which is the date license rights are granted to the customer. Subscription revenue from SaaS hosting access and support and maintenance provided by Thrasys are recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our service is made available to the customer. Our subscription service arrangements are noncancellable and do not contain refund-type provisions. Product Revenues We derive product revenue from sales of products through Innovations' digital pharmacy operations, BHS' pharmaceutical operations, and Glocal's construction of clinics and sales of digital dispensaries. Our pharmacy sales are primarily a function of the price per unit for pharmaceutical products sold and the number of prescriptions provided to customers. We recognize revenue at the time the client effectively takes possession and control of the product. Revenue for both is typically recognized over time based on the percentage of costs incurred to date relative to the estimated total costs for the contract, as this method best depicts how control of the product is being transferred. Contracts with Multiple Performance Obligations and Transaction Prices From time to time, we may enter into contracts that contain multiple performance obligations, particularly with our SaaS internet hosting, licenses, subscriptions, and services. Additionally, we may enter into contracts that contain multiple performance obligations with our clinics and digital dispensaries, including maintenance and telehealth services. For these arrangements, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. A significant portion of our contracts with customers have fixed transaction prices. For some contracts, the amount of consideration to which we will be entitled is variable. We include variable consideration in a contract’s transaction price only to the extent that we have a relatively high level of confidence that the amounts will not be subject to significant reversals. In determining amounts of variable consideration to include in a contract’s transaction price, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to significant reversal. Cost of Goods and Services (“COGS”) Cost of services for professional services, medical and behavioral services, and subscription-based medical language interpretation services includes the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide direct services and/or generate billable hours, and an appropriately allocated portion of indirect overhead. Cost of services for licenses and subscriptions includes all the accumulated costs of providing a hybrid cloud-based hosting arrangement; the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide support and maintenance services; and an appropriately allocated portion of indirect overhead. Cost of goods for products is the accumulated total of all costs used to create a product, which has been sold to generate revenue. These costs include direct materials (resale products and raw and externally sourced materials for internally manufactured products), direct labor, an appropriately allocated portion of indirect overhead, and ancillary costs, such as freight, delivery, insurance, and non-sales and non-income taxes. Direct labor is the direct provision of activities to manufacture or provide a good or service. Indirect overhead include allocable costs, such as facilities, information technology, and depreciation and amortization costs. Taxes Collected from Customers and Remitted to Governmental Authorities We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction and collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of goods and services in the consolidated statements of operations. Research and Development Costs Research and development costs are expensed as incurred and were $7.3 million and $0.9 million for the years ended December 31, 2021 and 2020, respectively. Advertising, Marketing, and Promotion Expenses Advertising, marketing, and promotion costs are expensed as incurred. Advertising expense was $3.9 million and $17 thousand for the years ended December 31, 2021 and 2020, respectively, and are included within sales and marketing expenses in the consolidated statements of operations. Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized. We account for income tax uncertainties in accordance with ASC guidance on income taxes, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Net Earnings (Loss) Per Share Basic net earnings (loss) per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net earnings (loss) per share is computed by giving effect to all potential |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Goodwill Goodwill represents the excess of the purchase price over the fair value of the underlying net assets acquired. Trade Names A trade name is a legally-protected trade or similar mark. Acquired trade names are valued using an income method approach, generally the relief-from-royalty valuation method. The method uses a royalty rate based on comparable marketplace royalty agreements for similar types of trade names and applies it to the after-tax discounted free cash flow attributed to the trade name. The discount rate used is based on an estimated weighted average cost of capital and the anticipated risk for intangible assets. Technology and Intellectual Property Technology and intellectual property (“ IP ”) is a design, work, or invention that is the result of creativity to which one has ownership rights that may be protected through a patent, copyright, trademark, or service mark. IP is valued using the relief-from-royalty valuation method. The method uses a royalty rate based on comparable marketplace royalty agreements for similar types of IP and applies it to the after-tax discounted free cash flow attributed to the IP. The discount rate used is based on an estimated weighted average cost of capital and the anticipated risk for intangible assets. IP is amortized following the pattern in which the expected benefits will be consumed or otherwise used up over each component’s useful life, based on our plans and expectations for the IP going forward, which is generally the underlying IP’s legal expiration dates. Customer Relationships Customer relationships are intangible assets that consist of historical and factual information about customers and contacts collected from repeat transactions with customers, with or without any underlying contracts. The information is generally organized as customer lists or customer databases. We have the expectation of repeat patronage from these customers based on the customers’ historical purchase activity, which creates the intrinsic value over a finite period of time and translates into the expectation of future revenue, income, and cash flow. Customer relationships are valued using projected operating income, adjusted for estimated future existing customer growth, less estimated future customer attrition, net of charges for net tangible assets, IP charge, trade name charge, and work force. The concluded value is the after-tax discounted free cash flow. Measurement Period We have included a measurement period table for each acquisition, identifying the line item or line items where an adjustment was deemed necessary and have quantified its impact. We finalized the valuations and completed the purchase price allocations for Thrasys, BHS, TTC, and Innovations during the three months ended December 31, 2021, and expect to finalize the valuations and complete the purchase price allocations for the Glocal and Cloudbreak as soon as practicable, but no later than one year from each acquisition date. The Formation of UpHealth Holdings UpHealth Holdings was formed on October 26, 2020, as a Delaware corporation, when the shareholders of UpHealth Services, Inc. contributed all of the shares of UpHealth Services to UpHealth Holdings in exchange for outstanding common stock of UpHealth Holdings, resulting in UpHealth Services being a wholly-owned subsidiary of UpHealth Holdings. This was accounted for as a common control transaction with assets and liabilities carried over at book value. Acquisition of Thrasys On November 20, 2020, UpHealth Holdings completed the 100% acquisition of Thrasys, in exchange for a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $167.4 million, net of cash and restricted cash acquired of $2.5 million. The acquisition brings additional software and support synergies to our consolidated digital healthcare offerings. Under the terms of the merger agreement, shares of common stock held by two officers of Thrasys, with a value of $10.0 million, have been restricted for 12 months from the closing date of the merger, as security for a potential indemnification claim related to a Thrasys tax matter (see Note 12, Income Taxes , for further information). We identified developed technology and intellectual property, customer relationships, and trade names as definite-lived intangible assets. Developed technology and intellectual property consists of Thrasys' SyntraNet TM platform, which is supported by 24 domestic and international patents. Customer relationships consists of Thrasys' relationships with health plans, health systems and hospitals, physician groups, and accountable care organizations that are expected to contribute to recurring revenue and cross sell of our offerings. Trade names consist of the SyntraNet TM trademark. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Thrasys. The goodwill is not deductible for tax purposes. The following table sets forth the allocation of the purchase price to Thrasys’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of December 31, 2021 Measurement Period As of November 20, 2020 Accounts receivable $ 3,491 $ — $ 3,491 Prepaid expenses and other 3,001 — 3,001 Identifiable intangible assets 27,875 — 27,875 Property and equipment 101 — 101 Other assets 19 — 19 Goodwill 143,964 (4,124) 148,088 Total assets acquired 178,451 (4,124) 182,575 Accounts payable 1,779 — 1,779 Accrued expenses and other current liabilities 3,949 (1,373) 5,322 Debt 430 (531) 961 Deferred tax liabilities 6,680 302 6,378 Deferred revenue 700 — 700 Total liabilities assumed 13,538 (1,602) 15,140 Net assets acquired $ 164,913 $ (2,522) $ 167,435 Thrasys applied for forgiveness of its $0.5 million PPP loan during 2020 and it was forgiven in full and the subsidiary was legally released from repaying the loan by the SBA in June 2021. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended June 30, 2021. In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreement, resulting in a decrease in net assets acquired and goodwill of $2.5 million during the three months ended June 30, 2021. During the three months ended December 31, 2021, a $1.4 million decrease in accrued expenses and other current liabilities was recorded related to a shareholder tax liability, with an offsetting increase in goodwill, as well as a $0.3 million increase in deferred tax liability related to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. The acquired intangible assets from Thrasys and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets - Trade names $ 6,925 10 Definite-lived intangible assets - Technology and intellectual property 10,825 7 Definite-lived intangible asset - Customer relationships 10,125 10 Total fair value of identifiable intangible assets $ 27,875 Acquisition of BHS On November 20, 2020, UpHealth Holdings completed the 100% acquisition of BHS in exchange for a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $15.8 million, net of cash acquired of $1.0 million. The acquisition adds the services segment to our operations and brings additional medical synergies to our consolidated digital healthcare offerings. We identified trade names as a definite-lived intangible asset. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of BHS. The goodwill is deductible for tax purposes. The following table sets forth the allocation of the purchase price to BHS’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of December 31, 2021 Measurement Period Adjustments As of November 20, 2020 Accounts receivable $ 1,257 $ — $ 1,257 Inventories 100 — 100 Prepaid expenses and other 40 — 40 Identifiable intangible assets 225 — 225 Property and equipment 53 — 53 Other assets 4 — 4 Deferred tax assets 19 — 19 Goodwill 15,443 (663) 16,106 Total assets acquired 17,141 (663) 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 1,067 641 426 Debt 113 (1,121) 1,234 Total liabilities assumed 1,554 (480) 2,034 Net assets acquired $ 15,587 $ (183) $ 15,770 In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $0.2 million during the three months ended June 30, 2021. During the three months ended June 30, 2021, BHS recorded an accrual in the amount of $0.4 million for amounts owing to providers as of the acquisition date, with an offsetting increase in goodwill. BHS submitted a request for forgiveness of its $1.0 million PPP loans during 2021 and it was forgiven in full and BHS was legally released from repaying the loan by the SBA in August 2021. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended September 30, 2021. During the three months ended December 31, 2021, BHS recorded $0.1 million for the forgiveness of PRF loans as a decrease in debt and goodwill. Additionally, $0.2 million was recorded for customer credit liabilities as a increase to accrued expenses and other current liabilities and goodwill. The acquired intangible assets from BHS and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets—Trade names $ 225 3 Total fair value of identifiable intangible assets $ 225 Acquisition of TTC On January 25, 2021, UpHealth Holdings completed the 100% acquisition of TTC in exchange for a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $45.9 million, net of cash acquired of $2.4 million. The acquisition brings additional medical synergies to our consolidated digital healthcare offerings. We identified trade names as a definite-lived intangible asset. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of TTC. The goodwill is not deductible for tax purposes. The following table sets forth the allocation of the purchase price to TTC’s identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as we do not anticipate additional items subject to reevaluation during the remainder of the measurement period. (In thousands) As of December 31, 2021 Measurement Period As of January 25, 2021 Accounts receivable $ 1,311 $ (462) $ 1,773 Prepaid expenses and other 187 — 187 Identifiable intangible assets 1,125 — 1,125 Property and equipment 531 — 531 Other assets 281 — 281 Goodwill 58,354 780 57,574 Total assets acquired 61,789 318 61,471 Accounts payable 625 — 625 Accrued expenses and other current liabilities 602 — 602 Due to related parties 4,200 2,807 1,393 Debt 11,216 (1,284) 12,500 Deferred tax liabilities 446 (28) 474 Total liabilities assumed 17,089 1,495 15,594 Net assets acquired $ 44,700 $ (1,177) $ 45,877 TTC submitted a request for forgiveness of its PPP loans in 2020 and they were forgiven in full and TTC was legally released from repaying the loans in the amount of $0.9 million and $0.3 million in February and March 2021, respectively. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended March 31, 2021. In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $1.2 million. During the three months ended June 30, 2021, TTC recorded an accrual in the amount of $2.8 million for amounts owing to a related party as of the acquisition date, with an offsetting increase in goodwill. During the three months ended December 31, 2021, a $0.5 million accounts receivable reserve was recorded as a decrease in accounts receivable and an increase in goodwill. The acquired intangible assets from TTC and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-life intangible assets – Trade names $ 1,125 3 Total fair value of identifiable intangible assets $ 1,125 Acquisition of Glocal On November 20, 2020, UpHealth Holdings entered into a stock purchase agreement to acquire 43.46% of Glocal. On March 26, 2021, UpHealth Holdings completed a step acquisition of an additional 45.94% of Glocal, bringing our total ownership to 89.40%. The acquisition resulted in our ownership exceeding 50.0%, requiring consolidation of Glocal as of March 26, 2021. On May 14, 2021, June 21, 2021, and August 27, 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8%, and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of December 31, 2021. Total purchase price consideration included a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $131.5 million, net of cash acquired of $0.4 million. The acquisition brings additional software and support synergies to our virtual care infrastructure offerings. We identified developed technology and intellectual property as definite-lived intangible assets. Glocal has intellectual property and computer software associated with its digital dispensary technology and its telemedicine software. This software platform has historically been used to provide patient care to health populations in India via technology-based hospital centers run by the government in a fee-for-service model based on usage. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Glocal. The goodwill is not deductible for tax purposes. The following table sets forth the preliminary allocation of the purchase price to Glocal's identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is subject to reevaluation during the measurement period. (In thousands) As of December 31, 2021 Measurement Period Adjustments As of March 26, Accounts receivable, net $ 1,350 $ (5,111) $ 6,461 Inventories 325 — 325 Identifiable intangible assets 38,039 — 38,039 Property, equipment, and work in progress 40,726 — 40,726 Other current assets, including short term advances 15 (1,965) 1,980 Other noncurrent assets, including long term advances 509 — 509 Goodwill 116,446 24,575 91,871 Total assets acquired 197,410 17,499 179,911 Accounts payable 579 — 579 Accrued expenses and other current liabilities 9,518 1,247 8,271 Deferred tax liability 12,485 12,485 — Debt 19,937 (2,275) 22,212 Noncontrolling interest 29,278 11,889 17,389 Total liabilities assumed and noncontrolling interest 71,797 23,346 48,451 Net assets acquired $ 125,613 $ (5,847) $ 131,460 In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $5.8 million during the three months ended June 30, 2021. During the three months ended June 30, 2021, Glocal recorded a deferred tax liability in the amount of $9.9 million relating to identifiable intangible and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. During the three months ended September 30, 2021, Glocal recorded a reserve against its accounts receivable in the amount of $2.0 million and a liability related to redeemable preferred shares as of the acquisition date in the amount of $11.9 million with offsetting increases in goodwill. During the three months ended December 31, 2021, Glocal recorded reserves against accounts receivable and other assets in the amount of $5.1 million and additions to accrued expenses for unrecorded liabilities in the amount of $1.2 million with an offsetting increase to goodwill. Additionally, during the three months ended December 31, 2021, Glocal recorded debt forgiveness in the amount of $2.3 million, with an offsetting decrease to goodwill, as well as a deferred tax liability in the amount of $2.6 million relating to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. The acquired intangible assets from Glocal and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Technology and intellectual property $ 38,039 7 Total fair value of identifiable intangible assets $ 38,039 Acquisition of Innovations O n April 27, 2021, UpHealth Holdings completed the 100% acquisition of Innovations in exchange for a promissory note for future cash consideration, as defined in the merger agreement, and common stock interests in UpHealth Holdings totaling $169.8 million , net of cash acquired of $0.3 million. The acquisition brings additional medical synergies to our consolidated digital healthcare offerings. We identified developed technology and intellectual property, customer relationships, trade names, and a lease as definite-lived intangible assets. Developed technology and intellectual property consists of Innovations' eMedplus software, which is a full-service prescription management system licensed by the U.S. Drug Enforcement Agency and industry groups. Customer relationships consist of Innovations' relationships with physician groups, who make up a significant portion of its revenue and continue to use the platform as a prescription management and delivery service without high levels of attrition. Trade names consist of the MedQuest brand, which customers identify as the supplier of the product they use, and which is licensed by the government and industry groups. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Innovations. The goodwill is not deductible for tax purposes. The following table sets forth the allocation of the purchase price to Innovation’s identifiable tangible and intangible assets acquired and liabilities assumed. The allocation of value in this table is complete, as we do not anticipate additional items subject to reevaluation during the remainder of the measurement period. (In thousands) As of December 31, 2021 Measurement Period Adjustments As of April 27, 2021 Accounts receivable $ 47 $ — $ 47 Inventories 2,693 — 2,693 Prepaid expenses and other 530 — 530 Identifiable intangible assets 29,115 790 28,325 Property and equipment 3,642 (4,295) 7,937 Other assets — (22) 22 Goodwill 143,654 (76) 143,730 Total assets acquired 179,681 (3,603) 183,284 Accounts payable 472 — 472 Accrued expenses and other current liabilities 772 (8) 780 Deferred revenue 302 — 302 Deferred tax liability 8,017 180 7,837 Debt — (4,069) 4,069 Noncontrolling interests — — — Total liabilities assumed and noncontrolling interest 9,563 (3,897) 13,460 Net assets acquired $ 170,118 $ 294 $ 169,824 During the three months ended September 30, 2021, Innovations recorded noncontrolling interests related to a VIE as of the acquisition date in the amount of $0.5 million, with an offsetting increase in goodwill. During the three months ended December 31, 2021, Innovations determined that the VIE should not be consolidated since it no longer had a variable interest in the VIE, and recorded a $4.3 million decrease to property and equipment, a $22 thousand decrease to other assets, a $8 thousand decrease to accrued expenses and other current liabilities and a $4.1 million decrease to debt, with no change to goodwill. In addition, during the three months ended December 31, 2021, Innovations recorded a lease intangible of $0.8 million, with an offsetting decrease in goodwill, as well as a $0.2 million increase in deferred tax liability related to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. The acquired intangible assets from Innovations and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 10,925 10 Definite-lived intangible assets—Technology and intellectual property 8,075 5-7 Definite-lived intangible assets—Customer relationships 9,325 10 Definite-lived intangible assets—Lease 790 4.8 Total fair value of identifiable intangible assets $ 29,115 Acquisition of Cloudbreak O n June 9, 2021, UpHealth (fka GigCapital2) completed the Cloudbreak Business Combination in an exchange of cash, notes, and common stock interests in UpHealth t otaling $142.0 million, net of cash acquired of $0.9 million . The acquisition brings additional software and support synergies to our virtual care infrastructure offerings. We identified developed technology and intellectual property, customer relationships, and trade names as definite-lived intangible assets. Developed technology and intellectual property primarily consists of Martti™, Cloudbreak’s core telehealth offering, which is a remote video enabled interpretation software that puts certified medical interpreters alongside clinical care teams at video endpoints in provider networks nationwide. Customer relationships consist of Cloudbreak's core customers, which are comprised of hospitals and health systems, Federally Qualified Healthcare Clinics, urgent care centers, standalone medical practices, and schools nationwide. Trade names consist of the Martti™ trademark. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Cloudbreak. The goodwill is partially deductible for tax purposes. The following table sets forth the allocation of the purchase price to Cloudbreak's identifiable tangible and intangible assets acquired and liabilities assumed. The allocation of value in this table is subject to reevaluation during the measurement period. (In thousands) As of December 31, 2021 Measurement Period Adjustments As of June 9, 2021 Accounts receivable $ 5,551 $ 741 $ 4,810 Prepaid expenses and other 921 — 921 Identifiable intangible assets 32,475 — 32,475 Property and equipment 7,065 183 6,882 Other assets 631 (411) 1,042 Goodwill 107,310 (3,658) 110,968 Total assets acquired 153,953 (3,145) 157,098 Accounts payable 2,518 — 2,518 Accrued expenses and other current liabilities 1,267 362 905 Deferred revenue 15 — 15 Deferred tax liability 4,003 (3,903) 7,906 Other long-term liabilities 382 382 — Debt 3,752 — 3,752 Total liabilities assumed 11,937 (3,159) 15,096 Net assets acquired $ 142,016 $ 14 $ 142,002 During the three months ended September 30, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net increase in net assets acquired and goodwill of $14 thousand. During the three months ended September 30, 2021, Cloudbreak recorded a lease liability related to its operating leases as of the acquisition date in the amount of $0.4 million, with an offsetting increase in goodwill. During the three months ended December 31, 2021, Cloudbreak recorded a $0.7 million increase to accounts receivable, net of reserve, with an offsetting decrease in goodwill; a $0.2 million increase to property and equipment and a $0.4 million decrease in other assets, with an offsetting increase in goodwill, related to capital lease security deposits; a $0.4 million increase to accrued expenses and other current liabilities, with an offsetting increase to goodwill, related to a payroll accrual and a payable to a customer; and a $3.9 million decrease in deferred tax liability related to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. The acquired intangible assets from Cloudbreak and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 12,975 10 Definite-lived intangible assets—Technology and intellectual property 5,825 5 Definite-lived intangible assets—Customer relationships 13,675 10 Total fair value of identifiable intangible assets $ 32,475 Acquisition of UpHealth Holdings On June 9, 2021, GigCapital2 completed the UpHealth Business Combination as disclosed above, in an exchange of cash, notes, and common stock interests in UpHealth for all the shares of UpHealth Holdings' capital stock issued and outstanding immediately prior to the effective date of the acquisition. The acquisition was accounted for as a reverse recapitalization, which is the equivalent of UpHealth Holdings issuing stock for the net assets of GigCapital2, accompanied by a recapitalization, with UpHealth Holdings treated as the accounting acquiror. The determination of UpHealth Holdings as the accounting acquiror was primarily based on the fact that subsequent to the acquisition, UpHealth Holdings owns a majority of the voting power of the combined company, UpHealth Holdings comprises 75% of the ongoing operations of the combined entity, UpHealth Holdings controls a majority of the governing body of the combined company, and UpHealth Holdings' senior management comprises most of the senior management of the combined company. The net assets of GigCapital2 were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the acquisition are those of UpHealth Holdings. The shares and corresponding capital amounts and loss per share related to UpHealth Holdings' outstanding common stock prior to the acquisition have been retroactively restated to reflect the exchange ratio (1.0 UpHealth Holdings share to 10.28 GigCapital2 shares) established in the business combination agreement. Acquisition-Related Costs For the year ended December 31, 2021 and December 31, 2020, we have incurred $36.3 million and none, respectively, of acquisition-related charges for the acquisitions of UpHealth Holdings and its subsidiaries (Thrasys, BHS, TTC, Glocal, and Innovations), and Cloudbreak, which are included in acquisition, integration and transformation costs in the consolidated statements of operations. Combined Pro Forma Results for the Year Ended December 31, 2021 and 2020 The results of operations of UpHealth Holdings and its subsidiaries (BHS, Thrasys, TTC, Glocal, and Innovations), and Cloudbreak have been included in the financial statements subsequent to their acquisition dates. The following unaudited pro forma consolidated financial information reflects the results of operations as if the acquisition of UpHealth Holdings (including all subsidiaries) and Cloudbreak had occurred on January 1, 2020, after giving effect to certain purchase accounting adjustments. These purchase accounting adjustments mainly include incremental depreciation expense related to the fair value adjustment of property and equipment, amortization expense related to identifiable intangible assets, and tax expense related to the combined tax provisions. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company: (In thousands) For the year ended December 31, Pro Forma 2021 2020 Revenues $ 148,945 $ 117,421 Net income (loss) $ (345,340) $ (1,882) Basic earnings per share (3.23) (0.04) Diluted earnings per share (3.23) (0.04) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: (In thousands) December 31, 2021 December 31, 2020 Land $ 15,459 $ — Buildings 18,086 — Leasehold improvements 3,393 — Medical and surgical equipment 2,953 — Electrical and other equipment 508 73 Computer equipment, furniture and fixtures 12,029 33 Vehicles 185 48 Internal use software 3,837 — Construction in progress 4,363 — 60,813 154 Accumulated depreciation and amortization (4,741) (3) Total property and equipment, net $ 56,072 $ 151 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We performed a goodwill impairment assessment as of December 31, 2021, which included both qualitative and quantitative assessments. Our assessment included a comparison of carrying value to an estimated fair value using a market approach based on our market capitalization. Based on this assessment, we concluded the fair value of all three segments was below the carrying value primarily due to the recent change in our market valuation and financial performance and recorded a goodwill impairment in the amount of $297.9 million. The changes in the carrying amount of goodwill consisted of the following: (In thousands) Goodwill Balance at December 31, 2020 $ 164,194 Measurement period adjustment—Thrasys (4,124) Measurement period adjustment—BHS (663) Business acquisition of TTC 57,574 Measurement period adjustment—TTC 780 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 24,575 Business acquisition of Innovations 143,730 Measurement period adjustment—Innovations (76) Business acquisition of Cloudbreak 110,968 Measurement period adjustment—Cloudbreak (3,658) Impairment (297,930) Foreign exchange (2,973) Balance at December 31, 2021 $ 284,268 The changes in carrying amounts of intangible assets consisted of the following: (In thousands) Trade Technology and Intellectual Property Customer Lease Total Balance at December 31, 2020 $ 7,065 $ 10,705 $ 10,012 $ — $ 27,782 Additions 25,025 51,865 23,000 790 100,680 Amortization (2,584) (7,251) (2,400) (116) (12,351) Foreign exchange — (798) — — (798) Balance at December 31, 2021 $ 29,506 $ 54,521 $ 30,612 $ 674 $ 115,313 The estimated useful lives of trade names are 3-10 years, the estimated useful life of technology and intellectual property is 5-7 years, and the estimated useful life of customer relationships is 10 years. Amortization expense was $12.4 million and $0.3 million for the year ended December 31, 2021 and 2020, respectively. The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows: (In thousands) Trade Name Amortization Technology and Intellectual Property Amortization Customer Relationships Amortization Lease Amortization Total 2022 $ 3,532 $ 9,363 $ 3,313 $ 168 $ 16,376 2023 3,524 9,363 3,313 168 16,368 2024 3,107 9,363 3,313 169 15,952 2025 3,083 9,363 3,313 169 15,928 2026 3,083 8,712 3,313 — 15,108 Thereafter 13,177 8,357 14,047 — 35,581 $ 29,506 $ 54,521 $ 30,612 $ 674 $ 115,313 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Investment in Unconsolidated Entities On November 20, 2020, we entered into a stock purchase agreement to acquire 43.46% of Glocal in exchange for a promissory note for future cash consideration, as defined in the stock purchase agreement, and common stock interests in UpHealth, for a purchase price of $57.4 million. Since we did not have a controlling financial interest, this investment was presented as an equity method investment in our consolidated balance sheets for the year ended December 31, 2020. For the period from November 20, 2020 through December 31, 2020, our share of the net income (loss) of Glocal included amortization expense of $0.5 million related to intangible assets being amortized into income over the estimated remaining lives of the assets. For the period from January 1, 2021 through March 25, 2021, our share of the net income (loss) of Glocal included amortization expense of $1.1 million. We acquired a controlling financial interest in Glocal on March 26, 2021, increasing our ownership to 89.40%, and recognized a fair value gain on the step-acquisition of $0.6 million, prior to consolidation. On May 14, 2021, June 21, 2021 and August 27, 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8%, and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of December 31, 2021. See Note 3, Business Combinations , for further information. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: (In thousands) December 31, 2021 December 31, 2020 Accrued professional fees $ 10,238 $ 4,246 Accrued products and licenses 17,889 691 Accrued interest on debt 1,227 142 Accrued payroll and bonuses 3,939 1,545 Accrued taxes in connection with shareholder distribution 120 1,493 Other accruals 2,671 365 Total accrued expenses $ 36,084 $ 8,482 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: (In thousands) December 31, 2021 December 31, 2020 Convertible notes $ 160,000 $ — Other debt facilities (various maturities and interest rates) 3,847 — Paycheck Protection Program loans — 1,545 Provider Relief and EIDL Funds 123 230 Seller notes 18,680 21,100 Total debt 182,650 22,875 Less: unamortized original issue and debt discount (62,140) — Total debt, net of unamortized original issue and debt discount 120,510 22,875 Less: current portion of debt (22,093) (22,531) Noncurrent portion of debt $ 98,417 $ 344 Unsecured Convertible Notes and Indenture On January 20, 2021, GigCapital2 entered into convertible note subscription agreements, each dated January 20, 2021 and amended on June 8, 2021, with certain institutional investors, pursuant to which GigCapital2 agreed to issue and sell unsecured convertible notes in a private placement to close immediately prior to the closing of the Business Combinations. On June 15, 2021, in connection with the closing of the Business Combinations, we entered into an indenture (the “Indenture”) with Wilmington Trust, National Association, a national banking association, (the “Indenture Trustee”) in its capacity as trustee thereunder, in respect of the $160.0 million of unsecured convertible notes due in 2026 (the “2026 Notes”) that were issued to certain institutional investors. The 2026 Notes bear interest at a rate of 6.25% per annum, payable semi-annually, and are convertible into approximately 15,023,475 shares of common stock at a conversion price of $10.65 in accordance with the terms of the Indenture, and will mature on June 15, 2026. The total proceeds received from the 2026 Notes were $151.9 million, net of debt issuance costs of $8.1 million. In accounting for the 2026 Notes, we bifurcated and accounted for the conversion option as a derivative measured at fair value on the issuance date in accordance with ASC 815, Derivatives and Hedging . The difference between the proceeds allocated to the 2026 Notes at issuance and the fair value of the conversion option was allocated to the host debt contract. At December 31, 2021, the fair value of the derivati ve was $8.0 million, which was included in derivative liability, noncurrent, in the consolidated balance sheet. Total interest expense for the year ended December 31, 2021 was $13.4 million , of which $5.6 million related to contractual interest expense, $6.9 million related to derivative accretion, and $0.9 million related to debt issuance costs amortization. Total other income for the year ended December 31, 2021 incl uded a $53.8 million g ain on the fair value of the derivative liability. At December 31, 2021, accrued interest was $0.4 million. We may, at o ur election, force conversion of the 2026 Notes after the first anniversary of the issuance of the 2026 Notes, subject to a holder’s prior right to convert, if the last reported sale price of our common stock exceeds 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, and the 30-day average daily trading volume of our common stock ending on, and including, the last trading day of the applicable exercise period is greater than or equal to $2.0 million. Following certain corporate events that occur prior to the maturity date or if we force a mandatory conversion, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or has its notes mandatorily converted, as the case may be. In addition, in the event that a holder of the 2026 Notes elects to convert its 2026 Notes prior to the second anniversary of the issuance of the 2026 Notes, we will be obligated to pay an amount equal to twelve months of interest, or if on or after such second anniversary of the issuance of the 2026 Notes, any remaining amounts that would be owed to, but excluding, the third anniversary of the issuance of the 2026 Notes (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash or shares of our common stock as set forth in the Indenture. In addition, we agreed to conduct one or more primary offerings of our equity securities in the aggregate amount of $35.0 million (the “Equity Offering”) and that such equity securities shall be subordinate in right of payment to the 2026 Notes. In the event that such Equity Offering was not consummated by October 9, 2022, the interest rate on the 2026 Notes would have increased by an additional 1.0% per annum on the principal amount of the 2026 Notes on and after October 9, 2022 until maturity (unless further increased pursuant to this section) , and if the Equity Offering was not consummated by (a) April 9, 2023, (b) October 9, 2023 or (c) April 9, 2024, the interest rate on the 2026 Notes would have increased by an additional 1.0%. per annum on the principal amount of the 2026 Notes on and after each such date until maturity. For the avoidance of doubt, the interest rate on the 2026 Notes would not have exceeded 10.25% per annum, and if the Equity Offering was consummated by us prior to any of the above referenced dates, there would have been no increase in the interest rate on the 2026 Notes beyond the rate in effect at such time of consummation of the Equity Offering. As discussed in Note 10, Capital Structure , w e completed an equity offering in October 2021, which satisfied these requirements . Revolving Line of Credit and Term Loan One of our subsidiaries had a loan and security agreement (the “Loan Agreement”) with a bank that allowed for maximum borrowings of $1.8 million on a revolving line of credit and a $10.8 million term loan. On June 9, 2021, in connection with the GigCapital2 merger, we paid off the revolving line of credit and term loan balance of $1.8 million and $9.1 million, respectively, and terminated the Loan Agreement. There were no unamortized debt issuance costs and thus no gain or loss was recognized on extinguishment. Glocal Debt Facilities Glocal’s debt facilities include INR-denominated term loans with an aggregate carr ying value of $3.8 million (or INR 285.9 million) as of December 31, 2021. These term loans are primarily utilized for financing the construction of hospitals, administrative offices, equipment, and working capital, and are required to be repaid in monthly and quarterly installments. The loans are secured by mortgages on real property and personal guarantee of two Glocal directors. The loans bear interest rates between 11.15% and 16.25% per annum. During the twelve months ended December 31, 2021, Glocal repaid $23.0 million of the aggregate carrying value of the term loans. At December 31, 2021 accrued interest on Glocal's debt facilities was $23 thousand and is included in accrued expenses in the consolidated balance sheets. For the year ended December 31, 2021, interest expense was $0.7 million. Prior to being acquired, Glocal had been negotiating with its banks to restructure the payment terms of some of the debt facilities above; these negotiations were completed in the fourth quarter and Glocal was able to realize a forgiveness of debt of approximately $(2.3) million. Convertible Notes On March 23, 2021, we issued a $4.1 million principal amount, 15.0% convertible note (the “2021 Note”) of which $0.5 million was to be converted and repaid in UpHealth common stock and the remainder in cash. The 2021 Note bears interest at a fixed rate of 15.0% per year, to begin accruing on June 15, 2021 if not repaid previous to this date. Total proceeds received from the 2021 Note were $3.0 million, net of original issue discount of $1.0 million. Additional debt issuance costs of $0.1 million for a placement fee were accrued, and paid at the closing. The principal and accrued interest of the 2021 Note was due and payable by us to the holder on the earlier of (1) the date that is one business day after the closing of the Business Combinations and we begin public trading, (2) the maturity date, which is nine months from the issuance of the 2021 Note, or (3) November 23, 2021, pursuant to its payment provisions. On June 9, 2021, in connection with the closing of the Business Combinations , we paid the holder of the 2021 Note the sum of $3.6 million and the remaining $0.5 million balance due to the holder was converted and exchanged into 50,000 shares of UpHealth common stock. Original issue discount and debt issuance costs of $0.5 million were written-off and a $31 thousand gain on extinguishment of debt was recognized and included in other income, net, including interest income, in the condensed consolidated statements of operations. On January 6, 2021, we issued a $1.5 million principal amount, 5.0% convertible note due January 6, 2026 (the “2026 5% Note”). The 2026 5% Note is unsecured and bears interest at a fixed rate of 5.0% per year and, unless earlier converted, the principal and accrued interest of the 2026 5% Note will be due and payable by us at any time on or after the maturity date at our election or upon demand by the holder. On June 9, 2021, in connection with the closing of the Business Combinations, the 2026 5% Note was converted into 150,367 shares of UpHealth common stock, representing the total outstanding principal balance and unpaid accrued interest of $1.5 million and $30 thousand, respectively. A $0.1 million gain on extinguishment was recognized and included in other income, net, including interest income, in the consolidated statements of operations. Paycheck Protection Program Loans In April 2020, three of our subsidiaries obtained a U.S. government subsidy of $0.5 million, $1.0 million, and $1.9 million (representing five loan agreements), respectively, under the Paycheck Protection Program (“PPP’). The PPP is a U.S. government temporary program created with the intent to provide a subsidy to assist businesses in keeping employees employed during the pandemic. The PPP loan may not need to be repaid if certain requirements are met. Under the Coronavirus Aid, Relief and Economic Security (“CARES Act”), as modified, any amounts not forgiven will be required to be repaid over a term having a minimum of five years and a maximum maturity of 10 years from the date on which the borrower applies for forgiveness. The loans carry a 1.0% interest rate. One of our subsidiaries applied for forgiveness of its $0.5 million PPP loan during 2020 and it was forgiven in full and the subsidiary legally released from repaying the loan by the SBA in June 2021. The forgiveness was recognized as a measurement period adjustment to goodwill during the three months ended June 30, 2021 (see Note 5, Goodwill and Intangible Assets , for further information). One of our subsidiaries submitted a request for forgiveness of its $1.0 million PPP loans during 2021 and it was forgiven in full and the subsidiary legally released from repaying the loan by the SBA in August 2021. The forgiveness was recognized as a measurement period adjustment to goodwill during the three months ended September 30, 2021 (see Note 5, Goodwill and Intangible Assets , for further information). One of our subsidiaries applied for forgiveness of its $1.9 million PPP loans during 2020, of which three of the loans, totaling $0.7 million, were forgiven in full by the SBA and the subsidiary was legally released from repaying the loans. In February 2021 and March 2021, the remainder of the PPP loans totaling $0.9 million and $0.3 million, respectively, were forgiven by the SBA and the subsidiary was legally released from repaying the loans. We recorded this as a measurement period adjustment to goodwill during the three months ended March 31, 2021 (see Note 5, Goodwill and Intangible Assets , for further information). Provider Relief Funds Provider Relief Funds (“PRF”) were made available by the U.S. Department of Health and Human Services (“HHS”) as part of a $100 billion appropriation as part of the CARES Act’s Provider Relief Fund. In April and July 2020, one of our subsidiaries received PRF proceeds aggregating $0.2 million, and in January 2021, another subsidiary received PRF proceeds aggregating $0.5 million. The PRF amounts received will not require repayment as long as the subsidiaries comply with certain terms and conditions outlined by HHS. The terms and conditions first require the subsidiaries to identify health care-related expenses attributed to COVID-19 that another source has not reimbursed or is obligated to reimburse. If those expenses do not exceed the funding received, the subsidiaries then apply the funds to patient care lost revenue. On January 15, 2021 HHS released a Post-Payment Notice of Reporting Requirements Notice that provides healthcare providers three options to calculate patient care lost revenue. As of December 31, 2021, one subsidiary had used $0.1 million of the PRF funds and the remaining $0.1 million is recorded within current portion of long-term debt in the consolidated balance sheets as they have not met the terms and conditions and restrictions for the CARES Act relative to these funds. As of December 31, 2021, the other subsidiary had used all $0.5 million of the PRF funds under the terms and conditions and restrictions for the CARES Act relative to these funds. Both subsidiaries had until June 30, 2021 to use amounts remaining for expenses attributable to COVID-19 (but not reimbursed by other sources) and/or lost patient care revenue. HHS is entitled to recover PRF amounts received by both subsidiaries that are unused as for the purposes disclosed above. In February 2022, $0.1 million of the remaining funds were returned to HHS. Related Party Debt One of our subsidiaries has notes payable to related parties totaling $0.7 million and $0.4 million at December 31, 2021 and December 31, 2020, respectively. The notes bear interest at rates of 3.50% per annum. Notes totaling $0.7 million are payable in eight quarterly installments starting from October 1, 2022, or upon a liquidity event, as defined in the note agreement. The accrued interest payable was $39 thousand and $9 thousand at December 31, 2021 and December 31, 2020, respectively, and is included in accrued expenses in the consolidated balance sheets. Seller Notes As part of the purchase price consideration for several of UpHealth Holdings' merger entities, we entered into seller notes payable to their former shareholders, which accrue interest at specific rates, per the respective merger agreements. On June 9, 2021, in connection with the closing of the Business Combination, we paid $88.1 million of the seller notes. In August 2021, we paid an additional $11.1 million of the seller notes and deferred the maturity date to September 2022 for $18.7 million of the seller notes. At December 31, 2021 and December 31, 2020, seller notes totaled $18.7 million and $21.1 million, respectively. The accrued interest payable was $0.7 million and $0.1 million at December 31, 2021 and December 31, 2020, respectively, and is included in accrued expenses in the consolidated balance sheets. Interest expense was $1.6 million and $0.1 million for the years ended December 31, 2021 and December 31, 2020, respectively. Senior Debt Facility Fees In March 2020, we agreed to pay a financial consulting firm, an affiliate of a related party, compensation related to finding and executing a senior financing facility, to be funded at the completion of the Business Combinations (see Note 1, Organization and Business , for further information). On June 9, 2021, in connection with the Business Combinations we paid the financial consulting firm total cash consideration of $0.5 million, for consummation of the senior financing. Membership Redemptions and Due to Member In November 2020, one of our subsidiaries entered into a redemption agreement with a member for $0.1 million. Consideration for the redemption agreement is in the form of a note payable that is non-interest bearing, nonsecured, and payable upon demand. The note was repaid in full during the three months ended March 31, 2021. Contractual Maturities At December 31, 2021, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) 2022 $ 22,093 2023 — 2024 — 2025 — 2026 160,000 Thereafter 557 Total $ 182,650 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate. As of December 31, 2021 and December 31, 2020, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their carrying values due to the short-term nature of these instruments. Additionally, the fair values of short-term and long-term debt instruments approximate their carrying values. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement. The fair value hierarchy is as follows: Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 - Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data. The following tables present information about our financial assets and liabilities measured at fair value on are recurring basis: December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 45,006 $ — $ — $ 45,006 $ 45,006 $ — $ — $ 45,006 Liabilities: Derivative liability $ — $ — $ 7,977 $ 7,977 Warrant liability — 252 — 252 $ — $ 252 $ 7,977 $ 8,229 Money Market Funds At December 31, 2021, our cash equivalents consisted of money market funds which were classified as Level 1. We used observable prices in active markets in determining the classification of our money market funds as Level 1. There were no transfers between the hierarchy levels during the year ended December 31, 2021. Cash equivalents at December 31, 2021 were as follows: (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 45,006 $ — $ — $ 45,006 Total cash equivalents $ 45,006 $ — $ — $ 45,006 Derivative Liability In accounting for the 2026 Notes (see Note 8, Debt , for further information), we bifurcated and accounted for the conversion option as a derivative measured at fair value on the issuance date in accordance with ASC 815, Derivatives and Hedging . At December 31, 2021, the fair value of the deriv ative was $8.0 million, all of which was included in derivative, non current in the consolidated balance sheets. Total other income for the year ended December 31, 2021 included a $53.8 million gain on the fair value of the derivative liability. The fair value of the derivative liability is considered a Level 3 valuation and is determined using a Binomial Lattice Option Pricing Model. The significant assumptions used in the model were: December 31, 2021 Stock price $2.24 Volatility 82.5% Risk free rate 1.18% Exercise price $10.65 Expected life (in years) 4.44 Conversion periods 2-5 years Future share price $0.01-$34.05 Private Placement Warrants and PIPE Warrants We have classified the Private Placement Warrants and PIPE Warrants (see Note 10, Capital Structure) as liabilities at fair value, due to their redemption characteristics, with subsequent changes in their fair values to be recognized in the consolidated financial statements at each reporting date. At December 31, 2021, the fair value of the Private Placement Warrants and the PIPE Warrants was determined to be $0.29 per warrant, totaling $0.2 million and $0.1 million respectively, and are included in warrant liabilities in the consolidated balance sheets. During the year ended December 31, 2021, we recorded a $0.3 million gain due to the fair value changes in the Private Placement Warrants, and a $1.3 million gain due to the fair value changes in the PIPE Warrants, both of which are included in gain in fair value of warrant liabilities in the consolidated statement of operations. The fair value of the Private Placement Warrants and PIPE Warrants is considered a Level 2 valuation as we have derived their value by using quoted market prices. The transfer of the Private Placement Warrants and PIPE Warrants to anyone other than the purchasers or their permitted transferees, would result in these Private Placement Warrants and PIPE Warrants having substantially the same terms as the Public Warrants, which are traded in active markets. There were no transfers between fair value levels during the year ended December 31, 2021. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Structure | Capital Structure The consolidated statements of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combinations and reverse recapitalization exchange ratio (1.0 UpHealth Holdings shares converted to 10.28 GigCapital2 shares) as discussed in Note 3, Business Combinations. Preferred Stock Our Second Amended and Restated Certificate of Incorporation authorizes the issuance of 1,000,000 shares of preferred stock, par value $0.0001 with such designation, rights and preferences as may be determined from time to time by our board of directors. At December 31, 2021 and 2020 there were no shares of preferred stock outstanding. Common Stock Our Second Amend ed and Restated Certificate of Incorporation, authorizes the issuance of 300,000,000 shares of common stock, par value of $0.0001. As of December 31, 2021, there were 144,278,969 shares of common stock issued and outstanding. As of December 31, 2020, there were 70,021,063 shares of common stock issued and outstanding. As discussed in Note 3, Business Combinations , we have retroactively adjusted the shares issued and outstanding prior to June 9, 2021 to give effect to the exchange ratio established in the business combinations agreement to determine the number of shares of common stock into which they were converted. On October 7, 2021, we completed an offering of 23,000,000 shares of our common stock, par value $0.0001 per share, at a public offering price of $1.75 per share, less underwriting discounts and commissions. In addition, during October 2021, the underwriters exercised their 30-day option to purchase 3,450,000 additional shares of our common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds we received from this offering was $46.3 million, before underwriting discounts and commissions and estimated offering expenses of $3.3 million. Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance as of December 31, 2021 were as follows: (In thousands) Number of Shares Restricted stock units outstanding 10,693 Stock options outstanding 1,516 Shares issuable upon conversion of 2026 Notes 15,023 Shares issuable upon conversion of Public Warrants 17,250 Shares issuable upon conversion of Private Warrants 568 Shares issuable upon conversion of PIPE Warrants 300 Shares available for future grant under 2021 EIP 5,608 50,958 Public Warrants Warrants (the "Public Warrants") issued in connection with GigCapital2's initial public offering are exercisable for $11.50 per share, and the exercise price and number of Public Warrant shares issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation of GigCapital2 (now UpHealth, Inc.). Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combinations or 12 months from the closing of GigCapital2's initial public offering and will expire five years after the completion of the Business Combinations or earlier upon redemption or liquidation. If UpHealth is unable to deliver registered shares of common stock to the holder upon exercise of the Public Warrants during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Public Warrant agreement. Once the Public Warrants become exercisable, UpHealth may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of UpHealth’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before UpHealth sends the notice of redemption to the Public Warrant holders. Under the terms of the Public Warrant agreement, UpHealth has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the initial business combination, for the registration of the shares of common stock issuable upon exercise of the Public Warrants included in private placement units. As of December 31, 2021, there were 18,117,494 warrants outstanding, including 17,250,000 Public Warrants, 567,500 Private Placement Warrants, and 299,994 PIPE Warrants (see Private Placement and Pipe Subscription Agreements below). Founder Shares During the period from March 6, 2019 (date of GigiCapital2's inception) to March 12, 2019, GigCapital2's sponsor and Northland Gig2 Investment LLC purchased 2,500,000 shares of GigCapital2 common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or $0.01 per share. In April 2019, GigCapital2 effected a stock dividend of 0.493 shares of common stock for each outstanding share of common stock, resulting in the sponsor and Northland Gig2 Investment LLC holding an aggregate of 3,732,500 shares of its common stock. Subsequently, the sponsor and Northland Gig2 Investment LLC sold 68,041 shares and 31,959 shares, respectively, to EarlyBirdCapital, Inc. and the EarlyBird Group, collectively, for an aggregate purchase price of $670, or $0.0067 per share. In June 2019, GigCapital2 effected a stock dividend of 0.1541 shares of common stock for each outstanding share of common stock, resulting in the sponsor, Northland Gig2 Investment LLC , EarlyBirdCapital, Inc., and the EarlyBird Group holding an aggregate of 4,307,500 shares of its common stock as of December 31, 2021. The Founder Shares are identical to the common stock included in the Units sold in GigCapital2's initial public offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The GigCapital2 (now UpHealth, Inc.) founders purchased in a private placement sale (the "Private Placement"), that occurred simultaneously with the completion of the closing of the GigCapital2 initial public offering, an aggregate of 492,500 units (the "Private Placement Units") at a price of $10.00 per unit. The founders also purchased from GigCapital2 an aggregate of 75,000 private placement units at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the second closing of the GigCapital2 initial public offering with the exercise of the over-allotment option, for a total of 567,500 Private Placement Units. Among the Private Placement Units, 481,250 units were purchased by GigCapital2's sponsor, 29,900 units were purchased by EarlyBirdCapital, Inc., a GigCapital2 underwriter, and 56,350 units were purchased by Northland Gig2 Investment LLC, a GigCapital2 underwriter. Each Private Placement Unit consists of one share of GigCapital2’s common stock, $0.0001 par value, one warrant, and one right to receive one-twentieth (1/20) of a share of common stock upon the consummation of GigCapital2's initial business combination. Warrants (the "Private Placement Warrants") will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in terms of the Private Placement Warrants agreement. Northland Gig2 Investment LLC, purchased 100,000 private underwriter shares (the "Private Underwriter Shares"), at a purchase price of $10.00 per share in a private placement that occurred simultaneously with the completion of the initial closing of the GigCapital2 initial public offering. Northland Gig2 Investment LLC also purchased from GigCapital2 an aggregate of 20,000 Private Underwriter Shares at a price of $10.00 per share in a private placement that occurred simultaneously with the completion of the second closing of the GigCapital2 initial public offering with the exercise of the over-allotment option. The Private Underwriter Shares are identical to the shares of common stock included in the Private Placement Units. GigCapital2’s founders and underwriters have agreed not to transfer, assign, or sell any of their Founder Shares, Private Placement Units, shares, or other securities underlying such Private Placement Units, or Private Underwriter Shares until the earlier of (i) twelve months after the completion of GigCapital2's initial business combination, or earlier if, subsequent to the GigCapital2’s initial business combination, the last sale price of the GigCapital2’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after GigCapital2’s initial business combination, or (ii) the date on which GigCapital2 completes a liquidation, merger, stock exchange, or other similar transaction after GigCapital2's initial business combination that results in all of GigCapital2’s stockholders having the right to exchange their shares of common stock for cash, securities, or other property. Unlike the Public Warrants included in the units sold in GigCapital2's initial public offering, if held by the original holder or its permitted transferees, the Private Placement Warrants included in the Private Placement Units are not redeemable by GigCapital2 and subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of GigCapital2's initial business combination. If the Private Placement Warrants are held by holders other than the initial holders or their permitted transferees, the Private Placement Warrants will be redeemable by GigCapital2 and exercisable by holders on the same basis as the Public Warrants. We accounted for the Private Placement Warrants as liabilities at fair value (see Note 9, Fair Value of Financial Instruments ) on the consolidated balance sheets, due to their redemption characteristics, with changes in fair value recognized as a component of other income (expen se) in the consolidated statements of operations. At December 31, 2021, the fair value of the Private Placement Warrants was $0.2 million, which is included in warrant liabilities in the consolidated balance sheets. During the year ended December 31, 2021, we recorded a $0.3 million gain due to the fair value changes in the Private Placement Warrants, which is included in gain in fair value of warrant liabilities in the consolidated statement of operations. PIPE Subscription Agreements On January 20, 2021, GigCapital2 (now UpHealth, Inc.) entered into subscription agreements, each dated January 20, 2021 and amended June 8, 2021 (the "PIPE Subscription Agreements"), with certain institutional investors (collectively the "PIPE Investors"), pursuant to which GigCapital2 agreed to issue and sell to the PIPE Investors, in private placements to close immediately prior to the closing of the Business Combinations, an aggregate of 3,000,000 shares (the “PIPE Shares”) at $10.00 per share, plus warrants to purchase up to an additional 300,000 shares of common stock (one warrant for every 10 PIPE Shares purchased) at an exercise price of $11.50 per share (the "PIPE Warrants"), for an aggregate purchase price of $30.0 million (collectively the "PIPE Investment"). The PIPE Investment was consummated immediately prior to the closing of the Business Combinations. The total proceeds received from the PIPE Investment were $28.5 million, net of placement fee costs of $1.5 million. We accounted for the PIPE Warrants as liabilities at fair value (see Note 9, Fair Value of Financial Instruments ) in the consolidated balance sheets, due to their redemption characteristics, with changes in fair value recognized in gain (loss) on fair value of warrant liabilities in the consolidated statements of operations. At December 31, 2021, the fair value of the PIPE Warrants was $0.1 million, which is included in warrant liabilities in the consolidated balance sheets. During the year ended December 31, 2021, we recorded a $1.3 million gain due to the fair value changes in the PIPE Warrants, which is included in gain in fair value of warrant liabilities in the consolidated statement of operations. Forward Share Purchase Agreement On June 3, 2021, we entered into a forward share purchase agreement (the "Purchase Agreement") with Kepos Alpha Fund L.P. (“KAF”), a Cayman Islands limited partnership, pursuant to which KAF may elect to sell and transfer to us and we will purchase from KAF, on September 8, 2021 or, in KAF’s sole discretion, any one calendar month anniversary of that date (the “Closing Date”), up to 1,700,000 shares of our common stock that are held by KAF at the closing of the Business Combinations. In August 2021, we entered into an amendment to the Purchase Agreement, which deferred the Closing Date to no earlier than January 9, 2022, provided if (a) we issue any new equity securities, whether of existing or new classes, or (b) an event occurs having a material adverse effect on our management operations, KAF will have the right to designate a Closing Date following such issuance or occurrence on three business days' notice to us. The per share price at which KAF has the right to sell the KAF Shares to us is (a) $10.30225 per KAF Share, plus (b) in the event that the Closing Date occurs after September 8, 2021, $0.0846 per KAF Share for each month (prorated for a partial month) following September 8, 2021. On January 7, 2022, we entered into a second amendment to the Purchase Agreement, which deferred the Closing Date to no earlier than April 9, 2022, provided if (a) we issue any new equity securities, whether of existing or new classes, or (b) an event occurs having a material adverse effect on our management operations, KAF will have the right to designate a Closing Date following such issuance or occurrence on three business days' notice to us. The per share price at which KAF has the right to sell the KAF Shares to us is (a) $10.64065 per KAF Share, plus (b) in the event that the Closing Date occurs after January 9, 2022, $0.0846 per KAF Share for each month (prorated for a partial month) following January 9, 2022. Notwithstanding anything to the contrary in the Purchase Agreement, KAF is allowed at its election to sell any or all of the KAF Shares in the open market commencing after the closing of the Business Combinations, as long as the sales price is above $10.10 per Share. Nothing in the Purchase Agreement prohibits or restricts KAF with respect to the purchase or sale of our warrants. In exchange for our commitment to purchase the KAF Shares on the Closing Date, KAF agreed to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities and including any Short Sales (as defined below) involving any of our securities) the KAF Shares prior to Closing Date. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities and Exchange Act of 1934 (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. KAF is permitted to pledge the KAF Shares in connection with a bona fide margin agreement (and such a pledge is not considered to be a transfer, sale or assignment of the KAF Shares). Due to its mandatorily redeemable for cash feature, we have recorded the Purchase Agreement as a forward share purchase liability in our consolidated balance sheets for up to the 1,700,000 shares, at $10.00 per share, of our common stock that KAF may elect to sell and transfer to us and we will repurchase from KAF, plus imputed interest, totaling $18.1 million at December 31, 2021. In October 2021, as agreed with KAF, we transferred $18.1 million to an escrow account, which is included in restricted cash in the consolidated balance sheets at December 31, 2021. In April 2022, in accordance with the Purchase Agreement, KAF transferred the 1,700,000 shares of our common stock to us and we transferred to KAF the $18.1 million in cash previously held in escrow . Equity Plans Thrasys' 2019 Stock Incentive Plan Contemporaneous with its merger with UpHealth Holdings on November 20, 2020, Thrasys entered into stock compensation agreements with employees pursuant to the Thrasys 2019 Stock Incentive Plan, a Restricted Stock Award (“RSA”) agreement, and a Restricted Stock Unit (“RSU”) award agreement, and awarded 536,184 RSA shares and 3,427,316 RSU shares to employees. On June 9, 2021, in connection with the Business Combinations, the RSAs and RSUs were settled with a combination of shares of UpHealth common stock and proceeds from the seller notes. As of December 31, 2021, there were no outstanding awards under the Thrasys 2019 Stock Incentive Plan. Cloudbreak 2015 Incentive Plan On June 19, 2015, Cloudbreak created the 2015 Unit Incentive Plan (the “Cloudbreak Plan”), which had a maximum aggregate number of 2,200,000 common units. Cloudbreak measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period. Upon completion of the Business Combinations, UpHealth assumed 1,576,670 options with a fair value of $99.0 million, which were included in purchase consideration, and 134,943 unvested options with a fair value of $0.6 million, which are subject to continued vesting and will be recorded as stock-based compensation prospectively; and Cloudbreak ceased granting awards under the Cloudbreak Plan. The following table summarizes stock option activity under the Cloudbreak Plan: (In thousands, except per share amounts) Number of Stock Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Outstanding as of June 9, 2021 1,711,613 $ 4.45 4.15 $ 488 Options granted — — — Options exercised 195,743 1.63 3.52 119 Options forfeited or expired — — — Outstanding as of December 31, 2021 1,515,870 4.81 4.16 368 Vested and expected to vest as of December 31, 2021 1,515,870 4.81 4.16 368 Exercisable as of December 31, 2021 1,407,449 $ 4.62 3.84 $ 368 (1) The aggregate intrinsic value amounts are computed based on the difference between the exercise price of the stock options and the fair market value of our common stock of $2.24 per share as of December 31, 2021 for all in-the-money stock options outstanding. As of December 31, 2021, there was $0.5 million of unrecognized stock-based compensation expense related to stock options, expected to be recognized over a weighted-average period of 2.38 . 2021 Equity Incentive Plan On June 4, 2021, the GigCapital2 stockholders considered and approved the 2021 Equity Incentive Plan ("2021 EIP") and reserved 16,420,813 shares of UpHealth common stock for issuance thereunder. The 2021 EIP was previously approved, subject to stockholder approval, by the Board of Directors of GigCapital2 on February 7, 2021. The 2021 EIP became effective immediately upon the closing of the Business Combinations. The number of shares of common stock reserved for issuance under the 2021 EIP will automatically increase on January 1 of each year, beginning on January 1, 2022 and each anniversary thereof during the effectiveness of the 2021 EIP, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of our common stock outstanding on such date, and (ii) such lesser number of shares as may be determined by our Board of Directors. In conjunction with the approval of the 2021 EIP, our Board of Directors also adopted a form of Restricted Stock Units Agreement (the “RSU Agreement”) and a form of Stock Option Agreement (the “Stock Option Agreement”) that we will generally use for grants under our 2021 EIP. The RSU Agreement provides that restricted stock units will vest over a fixed period and be paid as shares of common stock, and that the unvested restricted stock units will expire upon certain terminations of the grantees’ employment or other service relationship with us. The Stock Option Agreement provides that stock options will vest over a fixed period, and that the unvested options will expire upon certain terminations of the grantees’ employment or other service relationship with us. In August 2021, u nder the terms of the merger agreement with Thrasys and upon the filing of a Form S-8 with the SEC on August 12, 2021, we granted 4,660,266 RSUs to two officers of Thrasys, which will fully vest on June 9, 2022. These RSUs had a fair value of $46.6 million, which was included in purchase consideration. In September 2021, we issued 28,616 shares of restricted stock to a consultant. We had 5,608,152 shares available for grant as of December 31, 2021. The following table summarizes our RSU activity under the 2021 EIP: Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of June 30, 2021 — $ — RSUs granted 10,784,045 $ 5.60 RSUs vested and issued (90,674) $ 1.93 RSUs forfeited — $ — Outstanding as of December 31, 2021 10,693,371 $ 5.63 As of December 31, 2021, there was $10.1 million of unrecognized stock-based compensation expense related to RSUs, expected to be recognized over a weighted-average period of 2.58. Stock-based Compensation During the year ended December 31, 2021, we recorded stock-based compensation expense totaling $1.0 million, all of which was attributed to our general and administrative function. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue Revenue by service offering consisted of the following : For the year ended December 31, (In thousands) 2021 2020 Services $ 70,223 $ 1,664 Licenses and subscriptions 25,516 3,304 Products 28,056 428 Total revenue $ 123,795 $ 5,396 Revenue by geography consisted of the following: For the year ended December 31, (In thousands) 2021 2020 Americas $ 92,114 $ 5,036 Europe 18,600 360 Asia 13,081 — Total revenue $ 123,795 $ 5,396 Our revenue is entirely derived from the healthcare industry. Revenue recognized over-time was approximately 77% and 92% of total revenue during the years ended December 31, 2021 and December 31, 2020, respectively. Contract Assets There were no impairments of contract assets, consisting of unbilled receivables, during fiscal 2021 and 2020, respectively. The change in contract assets was as follows: (In thousands) December 31, 2021 December 31, 2020 Unbilled receivables, beginning of period $ 438 $ — Contract assets acquired in business combination — 66 Reclassifications to billed receivables — (52) Revenues recognized in excess of period billings 346 424 Unbilled receivables, end of period $ 784 $ 438 Contract Liabilities The change in contract liabilities, consisting of deferred revenue, was as follows: (In thousands) December 31, 2021 December 31, 2020 Deferred revenue, beginning of period $ 397 $ — Revenues recognized from balances held at the beginning of the period (397) — Fair value of deferred revenues from business combination — 700 Net revenues deferred from period collections on unfulfilled performance obligations 2,649 (303) Ending Balance $ 2,649 $ 397 Revenue recognized ratably over time is generally billed in advance and includes SaaS internet hosting, subscriptions, construction of digital dispensaries, and related consulting, implementation, services support, and advisory services. Revenue recognized as delivered over time includes professional services billed on a time and materials basis, and fixed fee professional services and training classes that are primarily billed, delivered, and recognized within the same reporting period. Approximately 0.3% of revenue recognized during the year ended December 31, 2021 was from the deferred revenue balance existing as of December 31, 2020. Approximately 5.6% of the revenue recognized in fiscal 2020 (post-November 20, 2020 acquisition) is from the unearned revenue balance existing as of November 20, 2020, the date of acquisition. Remaining Performance Obligations The majority of the Company’s noncurrent remaining performance obligation is expected to be recognized during the next 12 months and is classified as current in the table below. The remainder will be incurred from 2022 through 2024. Remaining performance obligations consisted of the following: (In thousands) Total 2022 2023-2024 Subscriptions $ 7,804 $ 3,044 $ 4,760 Licenses — — — SaaS and hosting 49 49 — Program management and services — — — $ 7,853 $ 3,093 $ 4,760 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The sources of income (loss) before provision for income taxes are as follows: (In thousands) For the year ended December 31, Current: 2021 2020 Federal $ (225,970) $ (2,057) Foreign (116,803) — Total $ (342,773) $ (2,057) Income tax expense (benefit) consisted of the following: (In thousands) For the year ended December 31, Current: 2021 2020 Federal $ 39 $ 578 State 26 94 Foreign — — Total current expense 65 672 Deferred: Federal (1,520) (536) State (167) (86) Foreign (815) — Total deferred benefit (2,502) (622) Income tax expense $ (2,437) $ 50 Income tax expense (benefit) differed from the amount that would be provided by applying the U.S. federal statutory rate due to the following: (In thousands) For the year ended December 31, 2021 For the year ended December 31, 2020 Amount Tax Rate Amount Tax Rate Income (loss) before income tax $ (342,773) $ (2,057) Federal statutory income tax (71,982) 21.00 % (432) 21.00 % State income tax, net of federal benefit (147) 0.04 % (84) 4.10 % Foreign differential rate (138) 0.04 % — — % Goodwill impairment 60,952 (17.79) % — — % Transactions costs 7,523 (2.20) % 561 (27.30) % Permanently disallowed interest expense 1,663 (0.48) % — — % Other (308) 0.10 % 5 (0.20) % Effective income tax rate $ (2,437) 0.71 % $ 50 (2.40) % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes are as follows: (In thousands) December 31, 2021 December 31, 2020 Deferred Tax Assets Accrued expenses $ 4,877 $ 573 Transactions costs 139 86 State credits — 738 Net operating loss carryforwards 6,859 19 Stock compensation 2,220 — Allowance of doubtful accounts 6,317 — Convertible debt accretion 1,980 — Disallowed interest expense 447 — Total deferred tax assets 22,839 1,416 Deferred Tax Liabilities Property, Plant and Equipment (9,287) — Intangibles (28,166) (6,739) Unrealized (gain) loss from fair market value adjustment on derivatives (13,635) — Deferred revenue — (195) Other (32) — Total deferred tax liabilities (51,120) (6,934) Less: Valuation allowance — (554) Net deferred tax asset (liability) $ (28,281) $ (6,072) We evaluate our deferred tax assets periodically to determine if valuation allowances are required. Ultimately, the realization of deferred tax assets is dependent upon generation of future taxable income during those periods in which temporary differences become deductible and/or credits can be utilized. To this end, management considers the level of historical taxable income, the scheduled reversal of deferred tax liabilities, tax-planning strategies, and projected future taxable income. Based on these considerations, and the carryforward availability of a portion of the deferred tax assets, management believes it is more likely than not that we will realize the benefit of the deferred tax assets. The valuation allowance changed by $0.6 million from 2020 to 2021 due to the write-off of the deferred tax asset. As of December 31, 2021, we had approximately $6.9 million of federal NOL carryforward, $7.1 million of state NOL carryforward, and $22.8 million of foreign NOL carryforward. The federal NOL carryforward will carry forward indefinitely. The state NOL carryforward will begin expiring in 2032. The foreign NOL carryforward of $0.2 million will begin expiring in 2031 and the remaining balance of foreign NOL carryforward does not expire. At December 31, 2021, we had no accumulated unremitted earnings from foreign subsidiaries. The U.S. Treasury Department issued final regulations in July 2020 concerning global intangible low income, commonly referred to as GILTI tax and introduced by the Tax Act of 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The final tax regulations allow income to be excluded from GILTI tax that are subject to an effective tax rate higher than 90 percent of the U.S. tax rate. An accounting policy choice is allowed to either treat taxes due on future U.S. inclusions related to GILTI in taxable income as a current-period expense when incurred (the “period cost method”) or factor such amounts into the measurement of deferred taxes (the “deferred method”). Our accounting policy election is to treat the taxes due on future U.S. inclusions in taxable income under GILTI as a period cost when incurred. The following table summarizes the activity related to our unrecognized tax benefits: For the year ended December 31, 2021 2020 Beginning balance $ — $ — Additions for prior year tax positions 1,703 — Ending balance $ 1,703 $ — At December 31, 2021, we had $1.7 million of total unrecognized tax benefits, all of which, if recognized, would impact our effective tax rate. We do not anticipate the unrecognized tax benefits will reverse within the next twelve months. We recognize interest and/or penalties related to income tax matters as part of income tax expense (benefit). We accrued interest and penalties of $45 thousand during the periods presented. The Internal Revenue Service (“IRS”) audited Thrasys’ 2008 and 2009 tax returns for the proper year of inclusion of approximately $15.0 million long-term capital gain on the sale of certain intellectual property rights. Thrasys originally reported the gain on its 2010 S Corporation tax return, matching the year of inclusion for financial accounting purposes. The corporate level tax was paid to California and Thrasys passed the gain through to its shareholders. The IRS has asserted that Thrasys owes C Corporation tax of approximately $5.0 million for 2008, or in the alternative, Thrasys owes C Corporation tax of approximately $5.0 million for 2009 as a built in gain. In addition, Thrasys could be assessed additional California franchise tax of approximately $1.3 million. Additionally, if additional income taxes are imposed, interest will be charged at approximately 4% per year, compounded annually, resulting in potential interest of approximately $3.0 million. The IRS has not asked that penalties be imposed. The matter is currently pending before the U.S. Tax Court, Docket 11565-15. There are related tax cases for some of the shareholders for additional income taxes due if the gain is shifted to 2009. On December 4, 2018, the IRS filed a motion for summary judgment in Thrasys, Inc. v. Commissioner (T.C. Memo 2018-199); however, Thrasys prevailed, and the motion was denied. In January 2020, Thrasys filed a motion for summary judgment arguing that either the gain was properly reported in 2010 and all taxes have been paid or in the alternative it should have been taxable in 2009 with no built-in gains tax. In both cases, there would be no additional income tax due for 2008 or 2009. The IRS filed an objection to Thrasys’ motion. On March 3, 2021, the U.S. Tax Court, without consideration of the merits of the case, issued a very brief court order dismissing Thrasys’ motion. Had the motion been granted, the need for a trial would have been obviated. Counsel for the IRS has contacted counsel for Thrasys and has offered to join Thrasys in a motion to have the case decided without trial. This and other alternatives are now under consideration. It is not likely this case will be resolved before the end of 2022. Thrasys intends to vigorously defend its position in the case and believes it will prevail if the case is taken to trial. Thrasys has accrued $0.2 million representing probable additional taxes and interest imposed, in other current liabilities in the consolidated balance sheets. Our tax years remain open to examination from 2008 in the U.S. and from 2013 in India. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per ShareBasic income (loss) per share applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. Diluted income (loss) per share assumes the conversion of any convertible securities using the treasury stock method or the if-converted method. For the year ended December 31, (In thousands, except per share data) 2021 2020 (1) Numerator: Net loss attributable to UpHealth, Inc. $ (341,023) $ (2,186) Denominator: Weighted average shares outstanding 107,028 52,348 Weighted average shares outstanding 107,028 52,348 Net loss per share attributable to UpHealth, Inc.: Basic $ (3.19) $ (0.04) Diluted $ (3.19) $ (0.04) (1) The shares and earnings per share available to our common stock holders, prior to the Business Combinations, have been recast to reflect the exchange ratio established in the Business Combinations (1.0 UpHealth Holdings share to 10.28 GigCapital2 share). See Note 3, Business Combinations , for more information. For the year ended December 31, 2021, the calculation of dilutive earnings per share excluded outstanding warrants to purchase 18.1 million shares of common stock at $11.50 per share; 1.5 million of stock options; 5.2 million of RSUs, senior convertible notes, convertible into 15.0 million shares of common stock at $10.65 per share; and 1.7 million shares of common stock under the terms of the forward share purchase agreement, because the effect would be anti-dilutive. For the year ended December 31, 2020, there were no convertible securities that would be considered dilutive; accordingly, dilutive earnings (loss) per share equals the basic earnings (loss) per share. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans In connection with the acquisitions of Thrasys, BHS, TTC, Glocal, Innovations, and Cloudbreak, we have six defined contribution plans, which cover substantially all employees. The plans provide for discretionary matching and profit-sharing contributions. For the years ended December 31, 2021 and 2020, there were no significant employer matching or employer profit sharing contributions to the plans. In addition, with the acquisition of Glocal, we acquired a defined benefit plan, which entitles an employee, who has rendered at least five years of continuous service, to receive one-half month’s salary for each year of completed service at the time of retirement/exit. As of December 31, 2021, the unfunded status of the defined benefit plan was $6 thousand. For the year ended December 31, 2021, the net periodic pension cost of the defined benefit plan was $0.1 million. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions One of our subsidiaries had amounts due to the seller of the subsidiary, in a prior transaction unrelated to the merger with UpHealth Holdings, representing contingent consideration, accrued interest, and accrued preferred dividends totaling $4.2 million. The amount was paid in full during the three months ended June 30, 2021. The subsidiary also has a management agreement with a related party (our chief financial officer, who is the former shareholder and chairman of the subsidiary). Management fee expenses incurred were approximately $0.2 million and none for the years ended December 31, 2021 and 2020. There were no unpaid management fees at December 31, 2021 and 2020. The consulting firm noted in Note 8, Debt , is a related party through an officer of the Company, who is also a significant shareholder and a member of our board of directors. See Note 8, Debt , for related party long-term debt. See Note 18, Commitments and Contingencies , for leases with related parties. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Our business is organized into three operating business segments and one non-operating business segment: • Integrated Care Management—through our Thrasys subsidiary; • Virtual Care Infrastructure—through our Glocal an d Cloudbreak subsidiaries; • Services—through our Innovations, BHS, and TTC subsidiaries; and • Corporate—through UpHealth and our UpHealth Holdings subsidiary. In the Quarterly Report on Form 10-Q for the six-months ended June 30, 2021 we reported our revenue, gross margin and total assets into four operating business segments and one non-operating business segment. As a result of the integration and alignment of the businesses, in the three months ended September 30, 2021, we began operating along three business segments and reported financial information for the following segments: Integrated Care Management, Virtual Care Infrastructure, and Services. The Services segment includes the Digital Pharmacy and Behavioral Health business units. The reportable segments are consistent with how management views our services and products and the financial information reviewed by the chief operating decision makers. We manage our businesses as components of an enterprise for which separate information is available and is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and assess performance. In the Integrated Care Management segment, we provide our customers with an advanced, comprehensive, and extensible technology platform, marketed under the umbrella “SyntraNet TM ” to manage health, quality of care, and costs, especially for individuals with complex medical, behavioral health, and social needs. In the Virtual Care Infrastructure segment, we provide technology and process-based healthcare platforms providing our customers comprehensive primary care, specialty consultations, and translation services, through telemedicine, digital dispensaries, and technology-based hospital centers. In the Services segment, we provide custom compounded medications for the unique needs of every patient and prescriber. We are a full-service pharmacy filling prescriptions from our inventory of compounded medications, as well as drugs purchased from manufacturers. Additionally, we provide inpatient and outpatient substance abuse and mental health treatment services for individuals with drug and alcohol addiction and other behavioral health issues. We offer a complete continuum of care from detoxification services, residential care, partial hospitalization programs, and intensive outpatient and outpatient programs. In the Corporate segment, we perform executive, administrative, finance, human resources, legal, and information technology services for UpHealth, Inc. and for its subsidiaries, managed in a corporate shared services environment. Since they are not the responsibility of segment operating management, they are not allocated to the operating segments and instead reported within Corporate. We evaluate performance based on several factors, of which Revenue, Cost of Goods and Services, Adjusted EBITDA, and Total Assets by service and product, are the primary financial measures: Revenue by segment consisted of the following: For the year ended December 31, In thousands 2021 2020 Integrated Care Management $ 31,886 $ 3,715 Virtual Care Infrastructure 36,569 — Services 55,340 1,681 Total revenue $ 123,795 $ 5,396 Gross margin by segment consisted of the following: For the year ended December 31, In thousands 2021 2020 Integrated Care Management $ 10,316 $ 2,900 Virtual Care Infrastructure 14,156 — Services 19,115 1,313 Total gross margin $ 43,587 $ 4,213 Total assets by segment consisted of the following: In thousands December 31, 2021 December 31, 2020 Integrated Care Management $ 156,106 $ 186,476 Virtual Care Infrastructure 217,668 — Services 127,114 18,383 Corporate 68,419 57,531 Total assets $ 569,307 $ 262,390 Total assets by geography consisted of the following: In thousands December 31, 2021 December 31, 2020 Americas $ 481,705 $ 262,390 Asia 87,602 — Total assets $ 569,307 $ 262,390 |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Capital Leases | Capital Leases Capital Lease Transactions Within our Virtual Care Infrastructure segment, we have capital leases for certain computer devices and network equipment. In addition to purchasing Martti™ units for use as inventory, we also lease units through an arrangement with third-party lessors to be used as equipment. Leased units are used as part of our promotional program whereby we loan out Martti™ units for trial purposes to various customers. As of December 31, 2021, capital lease asset and liabilities are as follows: December 31, 2021 (In thousands) Assets Liabilities Leased property under capital leases, less accumulated amortization $ 5,013 Current: obligations under capital leases $ 2,404 Noncurrent: obligations under capital leases 2,644 Total $ 5,049 There were no capital lease obligations as of December 30, 2020. As of December 31, 2021, future minimum lease payments under non-cancelable capital leases are as follows: Year Capital Lease Obligations 2022 $ 2,623 2023 1,749 2024 962 Less: Interest (286) $ 5,049 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments We lease various facilities with related parties in accordance with the terms of operating lease agreements that expire at various dates through November 2026. The leases require monthly payments ranging from $3 thousand to $32 thousand. We lease various facilities and office equipment from third parties in accordance with the terms of operating lease agreements requiring monthly payments ranging from $81 to $60 thousand. The leases expire at various dates through September 2046. In accordance with the lease terms, we may be required to deposit funds with the lessors in the form of a security deposit. The deposits may be returned to us if certain conditions are met, as stated in the lease agreements. Security deposits totaled approximately $0.2 million as of December 31, 2021, and are included in other assets in the consolidated balance sheets. Total rent expense under related party and third-party agreements was approximately $4.3 million and $83 thousand for the years ended December 31, 2021 and 2020, respectively. Total sublease income under third-party agreements was approximately $0.3 million and none for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, we recorded a lease abandonment accrual totaling $0.9 million related to five offices where we vacated the spaces during the period. As of December 31, 2021, future minimum lease payments under non-cancelable operating leases are as follows: Year Related Third- Party Sublease Income Minimum Lease Payments, Net of Sublease Income 2022 $ 798 $ 3,204 $ (379) $ 3,624 2023 814 2,610 (268) 3,155 2024 848 2,301 (265) 2,884 2025 855 1,540 (273) 2,121 2026 383 779 (281) 881 Thereafter — 1,394 (47) 1,347 $ 3,699 $ 11,828 $ (1,514) $ 14,013 Contingencies From time to time, we may be subjected to claims or lawsuits which arise in the ordinary course of business, including the previously disclosed tax matter (see Note 12, Income Taxes , for further information) and matters described below. Estimates for resolution of legal and other contingencies are accrued when losses are probable and reasonably estimable in accordance with ASC 450, Contingencies . In the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on our consolidated results of operations, financial position or cash flows. Advisory Services Agreement Dispute We are in a services agreement dispute with a third-party advisory firm for fees due under the services agreement. The advisory firm claims $31.0 million, plus interest, is owed in fees. Based on consultation with legal counsel, we previously proposed a settlement in the amount of $8.0 million, which has been accrued for as of December 31, 2021, and is included in accrued expenses in the consolidated balance sheets. The amount of the ultimate loss may range from $8.0 million to $26.3 million. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, and on March 25, 2020, the U.S. government reached a stimulus package deal. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report, and likewise, the full impact of the pandemic on our consolidated financial condition, liquidity, and future results of operations is uncertain. Management is actively monitoring the impact of the global situation on our consolidated financial condition, liquidity, operations, vendors, industry, and workforce. Despite the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we have not experienced any material impact on our consolidated results of operations, financial condition, or liquidity during the years ended December 31, 2021 and 2020. On March 27, 2020, the CARES Act, was enacted into law. The CARES Act is a tax and spending package intended to provide economic relief to address the impact of the COVID-19 pandemic. The CARES Act includes several significant income and other business tax provisions that, among other things, provides for non-income tax-related relief such as refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes. We continue to evaluate the various provisions of the CARES Act and their impact on our consolidated financial statements as a whole. See Note 8, Debt , for further information. Indemnification |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management has determined that no material events or transactions have occurred subsequent to the balance sheet date, other than those events noted below, that require disclosure in the consolidated financial statements. In April 2022, in accordance with the forward share purchase agreement (see Note 10, Capital Structure , for further information), KAF transferred the 1,700,000 shares of our common stock to us and we transferred to KAF the $18.5 million in cash previously held in escrow . |
Restatement of Previously Issue
Restatement of Previously Issued Unaudited Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Unaudited Financial Statements | Restatement of Previously Issued Unaudited Financial Statements As discussed in Note 1, “Organization and Business,” on March 25, 2022, the Audit Committee of the Board of Directors of UpHealth, after considering the recommendations of management, concluded that our condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2021 as previously filed with the SEC should not be relied upon because of errors identified therein. The error that caused us to conclude that our financial statements and other financial information for the Non-Reliance Periods should not be relied upon was the result of an incorrect accounting conclusion regarding a contract with a customer, which resulted in the incorrect recognition of revenue during the Non-Reliance Period. The following presents a reconciliation of the balance sheets, statements of operations, and cash flows from the prior periods as previously reported to the restated amounts as of September 31, 2021, and for the three and nine month periods ended September 30, 2021. September 30, 2021 As Filed Restatement Adjustments As Restated ASSETS Current Assets: Cash and cash equivalents $ 67,877 $ — $ 67,877 Restricted cash 435 — 435 Accounts receivable, net 49,015 (3,878) 45,137 Inventories 3,455 — 3,455 Due from related parties 37 — 37 Prepaid expenses and other current assets 8,771 — 8,771 Total current assets 129,590 (3,878) 125,712 Property and equipment, net 55,785 2,043 57,828 Intangible assets, net 119,955 — 119,955 Goodwill 581,814 — 581,814 Equity method investments — — — Deferred tax assets — — — Other assets 1,897 — 1,897 Total assets 889,041 (1,835) 887,206 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable 10,065 — 10,065 Accrued expenses 34,718 — 34,718 Deferred revenue 5,348 — 5,348 Due to related party 56 — 56 Income taxes payable 916 — 916 Related-party long-term debt, current 670 — 670 Long-term debt, current 43,849 — 43,849 Derivative liability, current 1,633 — 1,633 Forward share purchase liability 17,577 — 17,577 Other current liabilities 1,048 — 1,048 Total current liabilities 115,880 — 115,880 Related-party long-term debt, noncurrent — — — Long-term debt, noncurrent 99,079 — 99,079 Deferred tax liabilities 31,059 — 31,059 Warrant liabilities, noncurrent 399 — 399 Derivative liability, noncurrent 10,305 — 10,305 Other long-term liabilities 3,399 — 3,399 Total liabilities 260,121 — 260,121 Stockholders’ Equity: Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding — — — Common stock, $0.0001 par value, 300,000 shares authorized; 117,800 issued and outstanding at September 30, 2021 12 — 12 Additional paid-in capital 621,861 — 621,861 Accumulated deficit (5,328) (1,835) (7,163) Accumulated other comprehensive loss (3,459) — (3,459) Total UpHealth, Inc., stockholders’ equity 613,086 (1,835) 611,251 Noncontrolling interests 15,834 — 15,834 Total stockholders’ equity 628,920 (1,835) 627,085 Total liabilities and stockholders’ equity $ 889,041 $ (1,835) $ 887,206 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying audited consolidated financial statements of UpHealth have been prepared in accordance with U.S. generally accepted accounting principles (“ GAAP ”) and pursuant to the rules and regulations of the SEC for financial information and the instructions to Form 10-K and Rule 10-01 of Regulation S-X. Our consolidated financial statements include the accounts of UpHealth, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP. |
Principles of Consolidation | We follow the Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) guidance for identification and reporting of entities over which control is achieved through means other than voting rights. The guidance defines such entities as Variable Interest Entities (“ VIEs ”). We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. |
Fiscal Year | Fiscal Year Our fiscal year ends on December 31. References to fiscal year 2021 and fiscal year 2020 refer to our fiscal year ending December 31, 2021 and our fiscal year ended December 31, 2020, respectively. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • The timing and amount of revenue to be recognized, including standalone selling price (“ SSP ”) of performance obligations for revenue contracts with multiple performance obligations; • The identification of and provision for uncollectible accounts receivable; • The capitalization and useful life of internal-use software development costs; • The valuation of assets acquired and liabilities assumed for business combinations, including intangible assets and goodwill; • The estimated economic lives and recoverability of intangible assets; • The valuation of derivatives and warrants; and • The recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions. Actual results could differ materially from those estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. |
Foreign Currency Translation Adjustments and Transactions | Foreign Currency Translation Adjustments Balance sheet assets and liabilities of subsidiaries which do not use the U.S. dollar as their functional currency are translated at the exchange rate at the end of the reporting period. Income statement amounts are translated using a weighted-average exchange rate during the period. Equity accounts and noncontrolling interests are translated using historical exchange rates at the date the entry to shareholder equity was recorded, except for the change in retained earnings during the reporting period, which is translated using the same weighted-average exchange rate used to translate the consolidated statements of operations. The net cumulative translation adjustment is reported in accumulated other comprehensive income (loss), net of tax, in the consolidated balance sheets. Foreign Currency Transactions Foreign exchange transactions are recorded at the exchange rate prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at foreign exchange rates in effect at the end of the reporting period. Exchange differences arising on settlements/period-end translations are recognized in the consolidated statements of operations in the period they arise. |
Fair Value Measurements | Fair Value Measurements Fair value is measured in accordance with ASC guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value, and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. We measure fair value for financial instruments on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents consist of amounts we have on deposit with major commercial financial institutions. |
Restricted Cash | Restricted Cash At December 31, 2021, we had $18.6 million of restricted cash, of which $18.1 million represented funds held in an escrow account, as agreed in our forward share purchase agreement (see Note 10, Capital Structure , for further information) and $0.5 million of funds held at our Glocal business. At December 31, 2020, we had restricted cash totaling $0.5 million, representing an escrow account containing the balance of a Paycheck Protection Program (“PPP”) loan. The PPP loan was forgiven and the restricted cash returned to us in the three months ended June 30, 2021. |
Receivable | Receivables For software-as-a-service (“ SaaS ”) internet hosting, licenses, and subscriptions provided by our integrated care management operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At December 31, 2021 and 2020, the allowance for doubtful accounts was $18.9 million and none, respectively. For subscription-based medical language interpretation services provided by and the sales of products through our virtual care infrastructure operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At December 31, 2021 and December 31, 2020, the allowance for doubtful accounts was $0.1 million and none, respectively. For medical services provided through our services operations, accounts receivable are recorded without collateral from patients, most of whom are local residents and are insured under third-party payor agreements. Accounts receivable are based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience adjusted for economic conditions and other trends affecting our ability to collect outstanding amounts. For accounts receivable associated with self-pay patients, we record implicit price concessions in the period of service on the basis of our past experience, which indicates that many patients are unable or unwilling to pay the portion of their bill for which they are financially responsible. |
Inventories | Inventories Inventories primarily consist of stock of medicines and pharmaceutical products, and are stated at the lower of cost or net realizable value. Cost comprises purchase price and all incidental expenses incurred in bringing the inventory to its present location and condition. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, with a normal margin to sell. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. |
Equity Method Investment | Equity Method Investment As of December 31, 2020, and for the period January 1, 2021 through March 26, 2021, we held an interest in the privately-held equity securities of Glocal in which we did not have a controlling interest, but were able to exercise significant influence. Based on the terms of these privately-held securities, we determined that we exercised significant influence on Glocal, applied the equity method of accounting for our investment in Glocal, and presented our investment in Glocal in equity method investments in the consolidated balance sheets. Any and all gains and losses on privately-held equity securities, realized and unrealized, were recorded in other income (expense) in the condensed consolidated statements of operations. Income recognized in our equity method investments was reduced by the expected amortization from intangible assets recognized through the fair value step-up, until we acquired a controlling financial interest and consolidated Glocal. Valuations of privately-held securities in which we do not have a controlling financial interest are inherently complex due to the lack of readily available market data and requires the use of judgment. The carrying value is not adjusted for our privately-held equity securities if there are no observable price changes in a similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment. Our impairment analysis encompasses an assessment of both qualitative and quantitative factors, including the investee’s financial metrics, market acceptance of the investee’s product or technology, and the rate at which the investee is using its cash. If the investment is considered impaired, we recognize an impairment in the consolidated statements of operations and establish a new carrying value for the investment. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range as follows: Land Indefinite Buildings 60 years Medical and surgical equipment 13 years Electrical and other equipment 5-7 years Computer equipment, furniture and fixtures 3-7 years Vehicles 5-7 years Internal-use software 3 years Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated economic life of the asset. When assets are retired or disposed of, the asset costs and related accumulated depreciation or amortization are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the economic lives of assets, are capitalized. |
Software Development Costs | Software Development Costs We capitalize our ongoing costs of developing internal-use software during the application development stage, which consists primarily of internal personnel costs and external contractor costs. Costs incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. |
Intangible Assets | Intangible AssetsAcquired intangible assets subject to amortization are stated at fair value and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. |
Long-Lived Assets | Long-Lived AssetsWe evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis as of the first day of our fourth quarter, or sooner if events indicate such a review is necessary through a triggering event. An impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than its respective carrying value. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Future changes in the estimates used to conduct the impairment review, including revenue projections, market values, and changes in the discount rate used, could cause the analysis to indicate that our goodwill is impaired in subsequent periods and result in a write-down of a portion or all of goodwill. The discount rate used is based on independently calculated risks, our capital mix, and an estimated market premium. A $297.9 million impairment charge was recognized in fiscal 2021. There were no impairment charges recorded in fiscal 2020. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of each acquisition date to estimate the fair value of assets acquired and liabilities assumed. We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. In evaluating whether new information obtained meets the criteria for adjusting provisional amounts, management must consider all relevant factors, including: • The timing of the receipt of the additional information that management could have used in its evaluation on or after the acquisition date, and • Whether management can identify a reason that a change to the provisional amounts is warranted and not driven by a discrete independent event occurring subsequent to the acquisition. |
Debt Issuance Costs and Original Issue Discounts | Debt Issuance Costs and Original Issue Discounts The third-party cost of issuing debt results in the recognition of debt issuance costs (“DIC”), which are capitalized and presented as a net reduction to the face amount of the debt. DIC is amortized using the effective interest rate method over the expected life of the debt. The reduction in gross proceeds from a debt facility by a lender or lenders results in an original issue discount (“OID”), which is amortized using the effective interest rate method over the expected life of the debt. The amortization of OID for the reporting period results in the recognition of additional interest expense. |
Warrant Liabilities | Warrant Liabilities We account for the Private Placement Warrants and PIPE Warrants that are not indexed to our own stock as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the consolidated statements of operations. We will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Forward Share Purchase Agreement | Forward Share Purchase Agreement On June 3, 2021, we entered into a third-party put option arrangement assuming the obligation to repurchase our common stock at a future date by transferring cash to the third-party under certain conditions described in more detail in Note 10, Capital Structure . Due to its mandatorily redeemable for cash feature, we have recorded such obligation as a forward share purchase liability in our consolidated balance sheets. |
Stock Based Compensation | Stock Based Compensation Our stock-based compensation primarily consists of stock options and restricted stock units (“ RSUs |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with ASC guidance on revenue from contracts with customers. Revenue is reported at the amount that reflects the consideration to which we expect to be entitled in exchange for providing goods and services. Contract Assets, Contract Liabilities, and Remaining Performance Obligations We record a contract asset when revenue recognized on a contract exceeds the billings. Thrasys and Cloudbreak generally invoice customers annually, quarterly or monthly. BHS, TTC, Glocal, an d Innovations generally invoice their customers upon providing services as the performance obligations are deemed complete. Contract assets are included in accounts receivable in the consolidated balance sheets. We record deferred revenue when billed amounts have been invoiced and received in advance of revenue recognition. It is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the remaining contract value of multi-year, non-cancelable subscription agreements. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and new business linearity within the period. The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unbilled receivables and deferred revenue that will be recognized as revenue in future periods. The transaction price allocated to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, average contract terms, and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes, and other market factors. We exclude amounts related to performance obligations that are billed and recognized as they are delivered. This primarily consists of professional services contracts that are on a time-and-materials basis. Services Revenues We derive our services revenues primarily through the provision of professional services through Thrasys; the provision of medical and behavioral health services by accredited medical professionals through BHS, TTC, and Glocal; and the provision of subscription-based medical language interpretation services through Cloudbreak, as follows: • Services – Professional services for training, set-up, configuration, implementation, and customization services The majority of our professional services contracts related to SaaS are on a time and materials basis, which may also be independently offered by our competitors. When these services are not combined with other SaaS revenues as a distinct performance obligation, revenue is recognized as the services are rendered for time and materials contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. Training revenue and configuration fees are recognized as the services are completed. • Services – Medical and behavioral services provided through our clinics and hospitals, digital dispensaries, and behavioral services operations Performance obligations for medical and behavioral services provided by accredited medical and clinical professionals are satisfied over time as services are provided, and revenue is recognized accordingly. Revenue is based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience, adjusted for economic conditions and other trends affecting our ability to collect outstanding items. Substantially all of our patients are insured under third-party payor agreements. Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance, which may vary in amount. We also provide services to uninsured patients and may offer those uninsured patients a discount from standard charges. We estimate the transaction price for patients with deductibles and coinsurance, and from those who are uninsured, based on historical experience and market conditions. We determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by payors having different reimbursement and payment methodologies, length of the patient’s service, and method of reimbursement. Estimates of net realizable value are subject to significant judgment and approximation by management. It is possible that actual results could differ from the historical estimates management has used to help determine the net realizable value of revenue. If actual collections either exceed or are less than the net realizable value estimates, we record a revenue adjustment, either positive or negative, for the difference between the estimate of the receivable and the amount actually collected in the reporting period in which the collection occurred. No significant adjustments were recorded in the years ended December 31, 2021 and 2020. • Services – Subscription-based medical language interpretation services Service fees of subscription-based fixed monthly minute medical language interpretation services are recognized monthly on a straight-line basis over the term of the contract due to the stand-ready nature of the services provided. Variable consideration received for medical language interpretation services, information technology services, and for the lease of Martti™ devices, our language access solution, is based on a fixed per item charge applied to a variable quantity. Variable consideration for these services is recognized over time in accordance with the “right to invoice” practical expedient and therefore is not subject to revenue constraint evaluation. Revenue related to the sale of Martti™ devices is recognized at a point in time upon delivery of the devices to the customer. We may enter into multiple component services arrangements that bundle the pricing for the lease of Martti™ devices with information technology services, but the lease may not always accompany Martti™ services. When an equipment lease is bundled with services, allocation of the transaction price consideration between the lease and nonlease components of the lease is required. We have determined that the consideration allocated to the lease components in its bundled multiple component services arrangements is not material to the financial statements. Licenses and Subscriptions Revenues Software license revenue is recognized by Thrasys based on whether or not the license constitutes a distinct performance obligation. If the license is a distinct performance obligation, separate from a distinct performance obligation for hosting services, it may be fully recognized on the date license rights are granted to the customer and access is granted; otherwise, it is an indistinct performance obligation, which is recognized ratably over the contract term, along with other hosting services beginning on the commencement date of each contract, which is the date license rights are granted to the customer. Subscription revenue from SaaS hosting access and support and maintenance provided by Thrasys are recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our service is made available to the customer. Our subscription service arrangements are noncancellable and do not contain refund-type provisions. Product Revenues We derive product revenue from sales of products through Innovations' digital pharmacy operations, BHS' pharmaceutical operations, and Glocal's construction of clinics and sales of digital dispensaries. Our pharmacy sales are primarily a function of the price per unit for pharmaceutical products sold and the number of prescriptions provided to customers. We recognize revenue at the time the client effectively takes possession and control of the product. Revenue for both is typically recognized over time based on the percentage of costs incurred to date relative to the estimated total costs for the contract, as this method best depicts how control of the product is being transferred. Contracts with Multiple Performance Obligations and Transaction Prices From time to time, we may enter into contracts that contain multiple performance obligations, particularly with our SaaS internet hosting, licenses, subscriptions, and services. Additionally, we may enter into contracts that contain multiple performance obligations with our clinics and digital dispensaries, including maintenance and telehealth services. For these arrangements, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. A significant portion of our contracts with customers have fixed transaction prices. For some contracts, the amount of consideration to which we will be entitled is variable. We include variable consideration in a contract’s transaction price only to the extent that we have a relatively high level of confidence that the amounts will not be subject to significant reversals. In determining amounts of variable consideration to include in a contract’s transaction price, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to significant reversal. Cost of Goods and Services (“COGS”) Cost of services for professional services, medical and behavioral services, and subscription-based medical language interpretation services includes the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide direct services and/or generate billable hours, and an appropriately allocated portion of indirect overhead. Cost of services for licenses and subscriptions includes all the accumulated costs of providing a hybrid cloud-based hosting arrangement; the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide support and maintenance services; and an appropriately allocated portion of indirect overhead. Cost of goods for products is the accumulated total of all costs used to create a product, which has been sold to generate revenue. These costs include direct materials (resale products and raw and externally sourced materials for internally manufactured products), direct labor, an appropriately allocated portion of indirect overhead, and ancillary costs, such as freight, delivery, insurance, and non-sales and non-income taxes. Direct labor is the direct provision of activities to manufacture or provide a good or service. Indirect overhead include allocable costs, such as facilities, information technology, and depreciation and amortization costs. Taxes Collected from Customers and Remitted to Governmental Authorities We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction and collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of goods and services in the consolidated statements of operations. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and were $7.3 million and $0.9 million for the years ended December 31, 2021 and 2020, respectively. |
Advertising, Marketing, and Promotion Expenses | Advertising, Marketing, and Promotion Expenses Advertising, marketing, and promotion costs are expensed as incurred. Advertising expense was $3.9 million and $17 thousand for the years ended December 31, 2021 and 2020, respectively, and are included within sales and marketing expenses in the consolidated statements of operations. |
Income Taxes | Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized. We account for income tax uncertainties in accordance with ASC guidance on income taxes, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share Basic net earnings (loss) per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net earnings (loss) per share is computed by giving effect |
Legal and Other Contingencies | Legal and Other Contingencies We are currently involved in various claims and legal proceedings. We review the status of each significant matter and assess our potential financial exposure on a quarterly basis. We accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated (see Note 18, Commitments and Contingencies , for further information). |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In May 2021, the FASB issued Accounting Standards Update (“ ASU ”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for us on January 1, 2022. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) . This ASU simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This ASU will be effective for us on January 1, 2024. Early adoption is permitted, but no earlier than the fiscal year beginning on January 1, 2021, including interim periods within that fiscal year. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU removes specific exceptions to the general principles in Topic 740. It eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intraperiod tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments, and (3) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. This ASU will be effective for us for fiscal year beginning January 1, 2022, and to interim periods within the fiscal year beginning on January 1, 2023, with early adoption permitted. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , and subsequently issued several supplemental/clarifying ASUs (collectively, “ ASC 842 ”). Among other things, under this ASU, lessees will be required to recognize, at commencement date, a lease liability representing the lessee’s obligation to make lease payments arising from the lease and a right-of-use asset representing the lessee’s right to use or control the use of a specified asset for the lease term for leases greater than 12 months. Under the new guidance, lessor accounting is largely unchanged. This ASU will be effective for us for the fiscal year beginning on January 1, 2022, and to interim periods within the fiscal year beginning on January 1, 2023, using the modified retrospective approach. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements. Management expects the standard to increase long-term assets and lease liabilities upon adoption. The effects on the results of operations are not expected to be significant, as recognition and measurement of expenses and cash flows for leases will be substantially the same under the new standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequently issued several supplemental/clarifying ASUs (collectively, “ ASC 326 ”). This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, other long-term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which amended the scope of ASC 326 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with ASC 842. This ASU will be effective for us on January 1, 2022. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements. |
Business Combinations | Goodwill Goodwill represents the excess of the purchase price over the fair value of the underlying net assets acquired. Trade Names A trade name is a legally-protected trade or similar mark. Acquired trade names are valued using an income method approach, generally the relief-from-royalty valuation method. The method uses a royalty rate based on comparable marketplace royalty agreements for similar types of trade names and applies it to the after-tax discounted free cash flow attributed to the trade name. The discount rate used is based on an estimated weighted average cost of capital and the anticipated risk for intangible assets. Technology and Intellectual Property Technology and intellectual property (“ IP ”) is a design, work, or invention that is the result of creativity to which one has ownership rights that may be protected through a patent, copyright, trademark, or service mark. IP is valued using the relief-from-royalty valuation method. The method uses a royalty rate based on comparable marketplace royalty agreements for similar types of IP and applies it to the after-tax discounted free cash flow attributed to the IP. The discount rate used is based on an estimated weighted average cost of capital and the anticipated risk for intangible assets. IP is amortized following the pattern in which the expected benefits will be consumed or otherwise used up over each component’s useful life, based on our plans and expectations for the IP going forward, which is generally the underlying IP’s legal expiration dates. Customer Relationships Customer relationships are intangible assets that consist of historical and factual information about customers and contacts collected from repeat transactions with customers, with or without any underlying contracts. The information is generally organized as customer lists or customer databases. We have the expectation of repeat patronage from these customers based on the customers’ historical purchase activity, which creates the intrinsic value over a finite period of time and translates into the expectation of future revenue, income, and cash flow. Customer relationships are valued using projected operating income, adjusted for estimated future existing customer growth, less estimated future customer attrition, net of charges for net tangible assets, IP charge, trade name charge, and work force. The concluded value is the after-tax discounted free cash flow. Measurement Period |
Fair Value of Financial Instruments | Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement. The fair value hierarchy is as follows: Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 - Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range as follows: Land Indefinite Buildings 60 years Medical and surgical equipment 13 years Electrical and other equipment 5-7 years Computer equipment, furniture and fixtures 3-7 years Vehicles 5-7 years Internal-use software 3 years Property and equipment consisted of the following: (In thousands) December 31, 2021 December 31, 2020 Land $ 15,459 $ — Buildings 18,086 — Leasehold improvements 3,393 — Medical and surgical equipment 2,953 — Electrical and other equipment 508 73 Computer equipment, furniture and fixtures 12,029 33 Vehicles 185 48 Internal use software 3,837 — Construction in progress 4,363 — 60,813 154 Accumulated depreciation and amortization (4,741) (3) Total property and equipment, net $ 56,072 $ 151 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Purchase Price | The following table sets forth the allocation of the purchase price to Thrasys’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of December 31, 2021 Measurement Period As of November 20, 2020 Accounts receivable $ 3,491 $ — $ 3,491 Prepaid expenses and other 3,001 — 3,001 Identifiable intangible assets 27,875 — 27,875 Property and equipment 101 — 101 Other assets 19 — 19 Goodwill 143,964 (4,124) 148,088 Total assets acquired 178,451 (4,124) 182,575 Accounts payable 1,779 — 1,779 Accrued expenses and other current liabilities 3,949 (1,373) 5,322 Debt 430 (531) 961 Deferred tax liabilities 6,680 302 6,378 Deferred revenue 700 — 700 Total liabilities assumed 13,538 (1,602) 15,140 Net assets acquired $ 164,913 $ (2,522) $ 167,435 The following table sets forth the allocation of the purchase price to BHS’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of December 31, 2021 Measurement Period Adjustments As of November 20, 2020 Accounts receivable $ 1,257 $ — $ 1,257 Inventories 100 — 100 Prepaid expenses and other 40 — 40 Identifiable intangible assets 225 — 225 Property and equipment 53 — 53 Other assets 4 — 4 Deferred tax assets 19 — 19 Goodwill 15,443 (663) 16,106 Total assets acquired 17,141 (663) 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 1,067 641 426 Debt 113 (1,121) 1,234 Total liabilities assumed 1,554 (480) 2,034 Net assets acquired $ 15,587 $ (183) $ 15,770 The following table sets forth the allocation of the purchase price to TTC’s identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as we do not anticipate additional items subject to reevaluation during the remainder of the measurement period. (In thousands) As of December 31, 2021 Measurement Period As of January 25, 2021 Accounts receivable $ 1,311 $ (462) $ 1,773 Prepaid expenses and other 187 — 187 Identifiable intangible assets 1,125 — 1,125 Property and equipment 531 — 531 Other assets 281 — 281 Goodwill 58,354 780 57,574 Total assets acquired 61,789 318 61,471 Accounts payable 625 — 625 Accrued expenses and other current liabilities 602 — 602 Due to related parties 4,200 2,807 1,393 Debt 11,216 (1,284) 12,500 Deferred tax liabilities 446 (28) 474 Total liabilities assumed 17,089 1,495 15,594 Net assets acquired $ 44,700 $ (1,177) $ 45,877 The following table sets forth the preliminary allocation of the purchase price to Glocal's identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is subject to reevaluation during the measurement period. (In thousands) As of December 31, 2021 Measurement Period Adjustments As of March 26, Accounts receivable, net $ 1,350 $ (5,111) $ 6,461 Inventories 325 — 325 Identifiable intangible assets 38,039 — 38,039 Property, equipment, and work in progress 40,726 — 40,726 Other current assets, including short term advances 15 (1,965) 1,980 Other noncurrent assets, including long term advances 509 — 509 Goodwill 116,446 24,575 91,871 Total assets acquired 197,410 17,499 179,911 Accounts payable 579 — 579 Accrued expenses and other current liabilities 9,518 1,247 8,271 Deferred tax liability 12,485 12,485 — Debt 19,937 (2,275) 22,212 Noncontrolling interest 29,278 11,889 17,389 Total liabilities assumed and noncontrolling interest 71,797 23,346 48,451 Net assets acquired $ 125,613 $ (5,847) $ 131,460 The following table sets forth the allocation of the purchase price to Innovation’s identifiable tangible and intangible assets acquired and liabilities assumed. The allocation of value in this table is complete, as we do not anticipate additional items subject to reevaluation during the remainder of the measurement period. (In thousands) As of December 31, 2021 Measurement Period Adjustments As of April 27, 2021 Accounts receivable $ 47 $ — $ 47 Inventories 2,693 — 2,693 Prepaid expenses and other 530 — 530 Identifiable intangible assets 29,115 790 28,325 Property and equipment 3,642 (4,295) 7,937 Other assets — (22) 22 Goodwill 143,654 (76) 143,730 Total assets acquired 179,681 (3,603) 183,284 Accounts payable 472 — 472 Accrued expenses and other current liabilities 772 (8) 780 Deferred revenue 302 — 302 Deferred tax liability 8,017 180 7,837 Debt — (4,069) 4,069 Noncontrolling interests — — — Total liabilities assumed and noncontrolling interest 9,563 (3,897) 13,460 Net assets acquired $ 170,118 $ 294 $ 169,824 (In thousands) As of December 31, 2021 Measurement Period Adjustments As of June 9, 2021 Accounts receivable $ 5,551 $ 741 $ 4,810 Prepaid expenses and other 921 — 921 Identifiable intangible assets 32,475 — 32,475 Property and equipment 7,065 183 6,882 Other assets 631 (411) 1,042 Goodwill 107,310 (3,658) 110,968 Total assets acquired 153,953 (3,145) 157,098 Accounts payable 2,518 — 2,518 Accrued expenses and other current liabilities 1,267 362 905 Deferred revenue 15 — 15 Deferred tax liability 4,003 (3,903) 7,906 Other long-term liabilities 382 382 — Debt 3,752 — 3,752 Total liabilities assumed 11,937 (3,159) 15,096 Net assets acquired $ 142,016 $ 14 $ 142,002 |
Schedule of Acquired Intangible Assets | The acquired intangible assets from Thrasys and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets - Trade names $ 6,925 10 Definite-lived intangible assets - Technology and intellectual property 10,825 7 Definite-lived intangible asset - Customer relationships 10,125 10 Total fair value of identifiable intangible assets $ 27,875 The acquired intangible assets from BHS and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets—Trade names $ 225 3 Total fair value of identifiable intangible assets $ 225 Approximate Estimated (In thousands) (in years) Definite-life intangible assets – Trade names $ 1,125 3 Total fair value of identifiable intangible assets $ 1,125 The acquired intangible assets from Glocal and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Technology and intellectual property $ 38,039 7 Total fair value of identifiable intangible assets $ 38,039 The acquired intangible assets from Innovations and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 10,925 10 Definite-lived intangible assets—Technology and intellectual property 8,075 5-7 Definite-lived intangible assets—Customer relationships 9,325 10 Definite-lived intangible assets—Lease 790 4.8 Total fair value of identifiable intangible assets $ 29,115 The acquired intangible assets from Cloudbreak and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 12,975 10 Definite-lived intangible assets—Technology and intellectual property 5,825 5 Definite-lived intangible assets—Customer relationships 13,675 10 Total fair value of identifiable intangible assets $ 32,475 |
Schedule of Pro Forma Results | The following unaudited pro forma consolidated financial information reflects the results of operations as if the acquisition of UpHealth Holdings (including all subsidiaries) and Cloudbreak had occurred on January 1, 2020, after giving effect to certain purchase accounting adjustments. These purchase accounting adjustments mainly include incremental depreciation expense related to the fair value adjustment of property and equipment, amortization expense related to identifiable intangible assets, and tax expense related to the combined tax provisions. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company: (In thousands) For the year ended December 31, Pro Forma 2021 2020 Revenues $ 148,945 $ 117,421 Net income (loss) $ (345,340) $ (1,882) Basic earnings per share (3.23) (0.04) Diluted earnings per share (3.23) (0.04) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range as follows: Land Indefinite Buildings 60 years Medical and surgical equipment 13 years Electrical and other equipment 5-7 years Computer equipment, furniture and fixtures 3-7 years Vehicles 5-7 years Internal-use software 3 years Property and equipment consisted of the following: (In thousands) December 31, 2021 December 31, 2020 Land $ 15,459 $ — Buildings 18,086 — Leasehold improvements 3,393 — Medical and surgical equipment 2,953 — Electrical and other equipment 508 73 Computer equipment, furniture and fixtures 12,029 33 Vehicles 185 48 Internal use software 3,837 — Construction in progress 4,363 — 60,813 154 Accumulated depreciation and amortization (4,741) (3) Total property and equipment, net $ 56,072 $ 151 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill consisted of the following: (In thousands) Goodwill Balance at December 31, 2020 $ 164,194 Measurement period adjustment—Thrasys (4,124) Measurement period adjustment—BHS (663) Business acquisition of TTC 57,574 Measurement period adjustment—TTC 780 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 24,575 Business acquisition of Innovations 143,730 Measurement period adjustment—Innovations (76) Business acquisition of Cloudbreak 110,968 Measurement period adjustment—Cloudbreak (3,658) Impairment (297,930) Foreign exchange (2,973) Balance at December 31, 2021 $ 284,268 |
Schedule of Changes in Carrying Amounts of Intangible Assets | The changes in carrying amounts of intangible assets consisted of the following: (In thousands) Trade Technology and Intellectual Property Customer Lease Total Balance at December 31, 2020 $ 7,065 $ 10,705 $ 10,012 $ — $ 27,782 Additions 25,025 51,865 23,000 790 100,680 Amortization (2,584) (7,251) (2,400) (116) (12,351) Foreign exchange — (798) — — (798) Balance at December 31, 2021 $ 29,506 $ 54,521 $ 30,612 $ 674 $ 115,313 |
Schedule of Estimated Amortization Expense Related to Definite-Lived Intangible Assets | The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows: (In thousands) Trade Name Amortization Technology and Intellectual Property Amortization Customer Relationships Amortization Lease Amortization Total 2022 $ 3,532 $ 9,363 $ 3,313 $ 168 $ 16,376 2023 3,524 9,363 3,313 168 16,368 2024 3,107 9,363 3,313 169 15,952 2025 3,083 9,363 3,313 169 15,928 2026 3,083 8,712 3,313 — 15,108 Thereafter 13,177 8,357 14,047 — 35,581 $ 29,506 $ 54,521 $ 30,612 $ 674 $ 115,313 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: (In thousands) December 31, 2021 December 31, 2020 Accrued professional fees $ 10,238 $ 4,246 Accrued products and licenses 17,889 691 Accrued interest on debt 1,227 142 Accrued payroll and bonuses 3,939 1,545 Accrued taxes in connection with shareholder distribution 120 1,493 Other accruals 2,671 365 Total accrued expenses $ 36,084 $ 8,482 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Debt consisted of the following: (In thousands) December 31, 2021 December 31, 2020 Convertible notes $ 160,000 $ — Other debt facilities (various maturities and interest rates) 3,847 — Paycheck Protection Program loans — 1,545 Provider Relief and EIDL Funds 123 230 Seller notes 18,680 21,100 Total debt 182,650 22,875 Less: unamortized original issue and debt discount (62,140) — Total debt, net of unamortized original issue and debt discount 120,510 22,875 Less: current portion of debt (22,093) (22,531) Noncurrent portion of debt $ 98,417 $ 344 |
Schedule of Long-term Debt Contractual Maturities | At December 31, 2021, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) 2022 $ 22,093 2023 — 2024 — 2025 — 2026 160,000 Thereafter 557 Total $ 182,650 |
Fair Value of Financial Measure
Fair Value of Financial Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis | The following tables present information about our financial assets and liabilities measured at fair value on are recurring basis: December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 45,006 $ — $ — $ 45,006 $ 45,006 $ — $ — $ 45,006 Liabilities: Derivative liability $ — $ — $ 7,977 $ 7,977 Warrant liability — 252 — 252 $ — $ 252 $ 7,977 $ 8,229 |
Schedule of Cash and Cash Equivalents | Cash equivalents at December 31, 2021 were as follows: (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 45,006 $ — $ — $ 45,006 Total cash equivalents $ 45,006 $ — $ — $ 45,006 |
Schedule of Fair Value Significant Assumptions | The fair value of the derivative liability is considered a Level 3 valuation and is determined using a Binomial Lattice Option Pricing Model. The significant assumptions used in the model were: December 31, 2021 Stock price $2.24 Volatility 82.5% Risk free rate 1.18% Exercise price $10.65 Expected life (in years) 4.44 Conversion periods 2-5 years Future share price $0.01-$34.05 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance as of December 31, 2021 were as follows: (In thousands) Number of Shares Restricted stock units outstanding 10,693 Stock options outstanding 1,516 Shares issuable upon conversion of 2026 Notes 15,023 Shares issuable upon conversion of Public Warrants 17,250 Shares issuable upon conversion of Private Warrants 568 Shares issuable upon conversion of PIPE Warrants 300 Shares available for future grant under 2021 EIP 5,608 50,958 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Cloudbreak Plan: (In thousands, except per share amounts) Number of Stock Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Outstanding as of June 9, 2021 1,711,613 $ 4.45 4.15 $ 488 Options granted — — — Options exercised 195,743 1.63 3.52 119 Options forfeited or expired — — — Outstanding as of December 31, 2021 1,515,870 4.81 4.16 368 Vested and expected to vest as of December 31, 2021 1,515,870 4.81 4.16 368 Exercisable as of December 31, 2021 1,407,449 $ 4.62 3.84 $ 368 (1) The aggregate intrinsic value amounts are computed based on the difference between the exercise price of the stock options and the fair market value of our common stock of $2.24 per share as of December 31, 2021 for all in-the-money stock options outstanding. |
Summary of RSU Activity | The following table summarizes our RSU activity under the 2021 EIP: Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of June 30, 2021 — $ — RSUs granted 10,784,045 $ 5.60 RSUs vested and issued (90,674) $ 1.93 RSUs forfeited — $ — Outstanding as of December 31, 2021 10,693,371 $ 5.63 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue by service offering consisted of the following : For the year ended December 31, (In thousands) 2021 2020 Services $ 70,223 $ 1,664 Licenses and subscriptions 25,516 3,304 Products 28,056 428 Total revenue $ 123,795 $ 5,396 Revenue by geography consisted of the following: For the year ended December 31, (In thousands) 2021 2020 Americas $ 92,114 $ 5,036 Europe 18,600 360 Asia 13,081 — Total revenue $ 123,795 $ 5,396 |
Schedule of Change in Contract Assets and Contract Liabilities | The change in contract assets was as follows: (In thousands) December 31, 2021 December 31, 2020 Unbilled receivables, beginning of period $ 438 $ — Contract assets acquired in business combination — 66 Reclassifications to billed receivables — (52) Revenues recognized in excess of period billings 346 424 Unbilled receivables, end of period $ 784 $ 438 (In thousands) December 31, 2021 December 31, 2020 Deferred revenue, beginning of period $ 397 $ — Revenues recognized from balances held at the beginning of the period (397) — Fair value of deferred revenues from business combination — 700 Net revenues deferred from period collections on unfulfilled performance obligations 2,649 (303) Ending Balance $ 2,649 $ 397 |
Schedule of Remaining Performance Obligations | Remaining performance obligations consisted of the following: (In thousands) Total 2022 2023-2024 Subscriptions $ 7,804 $ 3,044 $ 4,760 Licenses — — — SaaS and hosting 49 49 — Program management and services — — — $ 7,853 $ 3,093 $ 4,760 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Provision for Income Taxes | The sources of income (loss) before provision for income taxes are as follows: (In thousands) For the year ended December 31, Current: 2021 2020 Federal $ (225,970) $ (2,057) Foreign (116,803) — Total $ (342,773) $ (2,057) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following: (In thousands) For the year ended December 31, Current: 2021 2020 Federal $ 39 $ 578 State 26 94 Foreign — — Total current expense 65 672 Deferred: Federal (1,520) (536) State (167) (86) Foreign (815) — Total deferred benefit (2,502) (622) Income tax expense $ (2,437) $ 50 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) differed from the amount that would be provided by applying the U.S. federal statutory rate due to the following: (In thousands) For the year ended December 31, 2021 For the year ended December 31, 2020 Amount Tax Rate Amount Tax Rate Income (loss) before income tax $ (342,773) $ (2,057) Federal statutory income tax (71,982) 21.00 % (432) 21.00 % State income tax, net of federal benefit (147) 0.04 % (84) 4.10 % Foreign differential rate (138) 0.04 % — — % Goodwill impairment 60,952 (17.79) % — — % Transactions costs 7,523 (2.20) % 561 (27.30) % Permanently disallowed interest expense 1,663 (0.48) % — — % Other (308) 0.10 % 5 (0.20) % Effective income tax rate $ (2,437) 0.71 % $ 50 (2.40) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred taxes are as follows: (In thousands) December 31, 2021 December 31, 2020 Deferred Tax Assets Accrued expenses $ 4,877 $ 573 Transactions costs 139 86 State credits — 738 Net operating loss carryforwards 6,859 19 Stock compensation 2,220 — Allowance of doubtful accounts 6,317 — Convertible debt accretion 1,980 — Disallowed interest expense 447 — Total deferred tax assets 22,839 1,416 Deferred Tax Liabilities Property, Plant and Equipment (9,287) — Intangibles (28,166) (6,739) Unrealized (gain) loss from fair market value adjustment on derivatives (13,635) — Deferred revenue — (195) Other (32) — Total deferred tax liabilities (51,120) (6,934) Less: Valuation allowance — (554) Net deferred tax asset (liability) $ (28,281) $ (6,072) |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to our unrecognized tax benefits: For the year ended December 31, 2021 2020 Beginning balance $ — $ — Additions for prior year tax positions 1,703 — Ending balance $ 1,703 $ — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | For the year ended December 31, (In thousands, except per share data) 2021 2020 (1) Numerator: Net loss attributable to UpHealth, Inc. $ (341,023) $ (2,186) Denominator: Weighted average shares outstanding 107,028 52,348 Weighted average shares outstanding 107,028 52,348 Net loss per share attributable to UpHealth, Inc.: Basic $ (3.19) $ (0.04) Diluted $ (3.19) $ (0.04) (1) The shares and earnings per share available to our common stock holders, prior to the Business Combinations, have been recast to reflect the exchange ratio established in the Business Combinations (1.0 UpHealth Holdings share to 10.28 GigCapital2 share). See Note 3, Business Combinations , for more information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Revenue by segment consisted of the following: For the year ended December 31, In thousands 2021 2020 Integrated Care Management $ 31,886 $ 3,715 Virtual Care Infrastructure 36,569 — Services 55,340 1,681 Total revenue $ 123,795 $ 5,396 Gross margin by segment consisted of the following: For the year ended December 31, In thousands 2021 2020 Integrated Care Management $ 10,316 $ 2,900 Virtual Care Infrastructure 14,156 — Services 19,115 1,313 Total gross margin $ 43,587 $ 4,213 Total assets by segment consisted of the following: In thousands December 31, 2021 December 31, 2020 Integrated Care Management $ 156,106 $ 186,476 Virtual Care Infrastructure 217,668 — Services 127,114 18,383 Corporate 68,419 57,531 Total assets $ 569,307 $ 262,390 |
Schedule of Total Assets by Geography | Total assets by geography consisted of the following: In thousands December 31, 2021 December 31, 2020 Americas $ 481,705 $ 262,390 Asia 87,602 — Total assets $ 569,307 $ 262,390 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Assets And Liabilities, Lessee | As of December 31, 2021, capital lease asset and liabilities are as follows: December 31, 2021 (In thousands) Assets Liabilities Leased property under capital leases, less accumulated amortization $ 5,013 Current: obligations under capital leases $ 2,404 Noncurrent: obligations under capital leases 2,644 Total $ 5,049 |
Schedule of Future Minimum Capital Lease, Obligations | As of December 31, 2021, future minimum lease payments under non-cancelable capital leases are as follows: Year Capital Lease Obligations 2022 $ 2,623 2023 1,749 2024 962 Less: Interest (286) $ 5,049 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | As of December 31, 2021, future minimum lease payments under non-cancelable operating leases are as follows: Year Related Third- Party Sublease Income Minimum Lease Payments, Net of Sublease Income 2022 $ 798 $ 3,204 $ (379) $ 3,624 2023 814 2,610 (268) 3,155 2024 848 2,301 (265) 2,884 2025 855 1,540 (273) 2,121 2026 383 779 (281) 881 Thereafter — 1,394 (47) 1,347 $ 3,699 $ 11,828 $ (1,514) $ 14,013 |
Restatement of Previously Iss_2
Restatement of Previously Issued Unaudited Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following presents a reconciliation of the balance sheets, statements of operations, and cash flows from the prior periods as previously reported to the restated amounts as of September 31, 2021, and for the three and nine month periods ended September 30, 2021. September 30, 2021 As Filed Restatement Adjustments As Restated ASSETS Current Assets: Cash and cash equivalents $ 67,877 $ — $ 67,877 Restricted cash 435 — 435 Accounts receivable, net 49,015 (3,878) 45,137 Inventories 3,455 — 3,455 Due from related parties 37 — 37 Prepaid expenses and other current assets 8,771 — 8,771 Total current assets 129,590 (3,878) 125,712 Property and equipment, net 55,785 2,043 57,828 Intangible assets, net 119,955 — 119,955 Goodwill 581,814 — 581,814 Equity method investments — — — Deferred tax assets — — — Other assets 1,897 — 1,897 Total assets 889,041 (1,835) 887,206 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable 10,065 — 10,065 Accrued expenses 34,718 — 34,718 Deferred revenue 5,348 — 5,348 Due to related party 56 — 56 Income taxes payable 916 — 916 Related-party long-term debt, current 670 — 670 Long-term debt, current 43,849 — 43,849 Derivative liability, current 1,633 — 1,633 Forward share purchase liability 17,577 — 17,577 Other current liabilities 1,048 — 1,048 Total current liabilities 115,880 — 115,880 Related-party long-term debt, noncurrent — — — Long-term debt, noncurrent 99,079 — 99,079 Deferred tax liabilities 31,059 — 31,059 Warrant liabilities, noncurrent 399 — 399 Derivative liability, noncurrent 10,305 — 10,305 Other long-term liabilities 3,399 — 3,399 Total liabilities 260,121 — 260,121 Stockholders’ Equity: Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding — — — Common stock, $0.0001 par value, 300,000 shares authorized; 117,800 issued and outstanding at September 30, 2021 12 — 12 Additional paid-in capital 621,861 — 621,861 Accumulated deficit (5,328) (1,835) (7,163) Accumulated other comprehensive loss (3,459) — (3,459) Total UpHealth, Inc., stockholders’ equity 613,086 (1,835) 611,251 Noncontrolling interests 15,834 — 15,834 Total stockholders’ equity 628,920 (1,835) 627,085 Total liabilities and stockholders’ equity $ 889,041 $ (1,835) $ 887,206 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Filed Restatement Adjustments As Restated As Filed Restatement Adjustments As Restated Revenue: Services $ 21,977 $ — $ 21,977 $ 45,563 $ — $ 45,563 Licenses and subscriptions 10,956 — 10,956 23,759 — 23,759 Products 16,137 (3,878) 12,259 24,446 (3,878) 20,568 Total revenue 49,070 (3,878) 45,192 93,768 (3,878) 89,890 Cost of goods and services: Services 12,434 — 12,434 26,497 — 26,497 License and subscriptions 6,350 — 6,350 13,020 — 13,020 Products 10,504 (2,043) 8,461 16,147 (2,043) 14,104 Total cost of goods and services 29,288 (2,043) 27,245 55,664 (2,043) 53,621 Gross margin 19,782 (1,835) 17,947 38,104 (1,835) 36,269 Operating expenses: Sales and marketing 3,090 — 3,090 5,670 — 5,670 Research and development 1,916 — 1,916 5,759 — 5,759 General and administrative 11,452 — 11,452 22,481 — 22,481 Depreciation and amortization 3,626 — 3,626 7,496 — 7,496 Stock-based compensation 410 — 410 410 — 410 Lease abandonment expenses 915 — 915 915 — 915 Acquisition-related expenses 1,227 — 1,227 36,566 — 36,566 Total operating expenses 22,636 — 22,636 79,297 — 79,297 Loss from operations (2,854) (1,835) (4,689) (41,193) (1,835) (43,028) Other income: Interest expense (8,145) — (8,145) (13,760) — (13,760) Gain on consolidation of equity method investment — — — 640 — 640 Gain on fair value of derivative liability 49,885 — 49,885 49,885 — 49,885 Gain on fair value of warrant liabilities 373 — 373 1,447 — 1,447 Gain on extinguishment of debt — — — 151 — 151 Other income, net, including interest income 259 — 259 40 — 40 Total other income 42,372 — 42,372 38,403 — 38,403 Income (loss) before income tax benefit (expense) 39,518 (1,835) 37,683 (2,790) (1,835) (4,625) Income tax (expense) benefit (6,695) — (6,695) 357 — 357 Net income (loss) before loss from equity method investment 32,823 (1,835) 30,988 (2,433) (1,835) (4,268) Loss from equity method investment — — — (561) — (561) Net income (loss) 32,823 (1,835) 30,988 (2,994) (1,835) (4,829) Less: net loss attributable to noncontrolling interests 231 — 231 147 — 147 Net income (loss) attributable to UpHealth, Inc. $ 32,592 $ (1,835) $ 30,757 $ (3,141) $ (1,835) $ (4,976) Net income (loss) per share attributable to UpHealth, Inc.: Basic $ 0.28 $ 0.26 $ (0.03) $ (0.05) Diluted $ 0.28 $ 0.26 $ (0.03) $ (0.05) Weighted average shares outstanding: Basic 117,628 117,628 95,194 95,194 Diluted 118,073 118,073 95,194 95,194 Nine Months Ended September 30, 2021 As Filed Restatement Adjustments As Restated Operating activities: Net loss $ (2,994) $ (1,835) $ (4,829) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9,701 — 9,701 Amortization of debt issuance costs and discount on convertible debt 5,398 — 5,398 Stock-based compensation 410 — 410 Gain on extinguishment of debt (151) — (151) Loss from equity method investment 561 — 561 Gain on consolidation of equity method investment (640) — (640) Gain on fair value of warrant liabilities (1,447) — (1,447) Gain on fair value of convertible derivative (49,885) — (49,885) Loss on disposal of property and equipment 80 — 80 Deferred income taxes (1,274) — (1,274) Other 350 — 350 Changes in operating assets and liabilities, net of effects of acquisitions: — Accounts receivable (31,428) 3,878 (27,550) Inventories (326) — (326) Prepaid expenses and other current assets (1,050) — (1,050) Accounts payable and accrued expenses 18,510 (2,043) 16,467 Income taxes payable 886 — 886 Deferred revenue 4,643 — 4,643 Due to related parties 17 — 17 Other current liabilities 230 — 230 Net cash used in operating activities (48,409) — (48,409) Investing activities: Purchases of property and equipment (1,879) — (1,879) Due to related parties 253 — 253 Net cash acquired in acquisition of businesses 4,263 — 4,263 Net cash provided by investing activities 2,637 — 2,637 Financing activities: Proceeds from merger and recapitalization transaction 83,435 — 83,435 Proceeds from convertible debt 164,500 — 164,500 Repayments of debt (23,307) — (23,307) Proceeds from Provider Relief Funds (8,100) — (8,100) Payments of debt issuance costs 506 — 506 Payments of seller notes (99,207) — (99,207) Payments of capital lease obligations (1,253) — (1,253) Proceeds from stock option exercises 319 — 319 Distribution to noncontrolling interest (100) — (100) Payments of amount due to member (4,271) — (4,271) Net cash provided by financing activities 112,522 — 112,522 Effect of exchange rate changes on cash, cash equivalents, and restricted cash (807) — (807) Net increase in cash, cash equivalents, and restricted cash 65,943 — 65,943 Cash, cash equivalents, and restricted cash, beginning of period 2,369 — 2,369 Cash, cash equivalents, and restricted cash, end of period $ 68,312 $ — $ 68,312 Supplemental cash flow information: Cash paid for interest, net of amounts capitalized $ 4,640 $ — $ 4,640 Cash paid for income taxes — — — Non-cash investing and financing activity: Issuance of common stock for debt conversion 1,879 — 1,879 Property and equipment acquired through capital lease and vendor financing arrangements 1,047 — 1,047 Issuance of common stock and promissory note to consummate TTC business combination 34,954 — 34,954 Issuance of common stock and promissory note to consummate Glocal business combination 110,122 — 110,122 Issuance of common stock and promissory note to consummate Innovations business combination 157,878 — 157,878 Issuance of common stock and promissory note to consummate Cloudbreak business combination 106,298 — 106,298 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents 67,877 — 67,877 Restricted cash 435 — 435 Total cash, cash equivalents, and restricted cash $ 68,312 $ — $ 68,312 |
Organization and Business (Deta
Organization and Business (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 27, 2021 | Jun. 21, 2021 | May 14, 2021 | Nov. 20, 2020 |
Schedule of Equity Method Investments [Line Items] | |||||||||
Gain on consolidation of equity method investment | $ 0 | $ 640 | $ 640 | $ 0 | |||||
Glocal | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity interest in acquiree, percentage | 43.46% | ||||||||
Acquisition percentage | 45.94% | 2.61% | 1.80% | 1.00% | |||||
Gain on consolidation of equity method investment | $ 600 | ||||||||
Step acquisition, ownership percentage after transaction | 89.40% | 94.81% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Restricted cash | $ 18,600,000 | $ 500,000 | |||
Concentration Risk [Line Items] | |||||
Impairment charge for intangible assets | 0 | 0 | |||
Impairment of goodwill | 297,930,000 | 0 | |||
Research and development | $ 1,916,000 | $ 5,759,000 | 7,302,000 | 874,000 | |
Advertising expense | 3,900,000 | 17,000 | |||
KAF | Forward Share Purchase Agreement | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Escrow deposit | $ 18,100,000 | ||||
Glocal | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Restricted cash | 500,000 | ||||
SaaS and hosting | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Allowance for doubtful accounts | 18,900,000 | 0 | |||
Subscription Based Services | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Allowance for doubtful accounts | 100,000 | 0 | |||
Digital Pharmacy Services | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | |||
Customer Concentration Risk | Revenues | One Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 15.00% | 58.00% | |||
Customer Concentration Risk | Accounts Receivable | Two Customers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 21.00% | 74.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 60 years |
Medical and surgical equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 13 years |
Electrical and other equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Electrical and other equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Computer equipment, furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Computer equipment, furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Internal-use software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | Jun. 09, 2021USD ($) | Apr. 27, 2021USD ($) | Jan. 25, 2021USD ($) | Nov. 20, 2020USD ($)patent | Mar. 31, 2021USD ($) | Feb. 28, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 09, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Aug. 27, 2021 | Jun. 21, 2021 | May 14, 2021 | Mar. 26, 2021USD ($) | Apr. 30, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Net cash acquired in acquisition of businesses | $ 4,263,000 | $ 3,969,000 | $ 3,508,000 | ||||||||||||||||||||
Noncontrolling interests | $ 15,379,000 | $ 15,834,000 | $ 15,379,000 | $ 15,379,000 | $ 15,379,000 | 15,834,000 | $ 15,379,000 | 15,379,000 | 0 | $ 15,379,000 | |||||||||||||
Percentage of ongoing operations of the combined entity | 75.00% | 75.00% | |||||||||||||||||||||
Reverse recapitalization, intangibles recognized | $ 0 | $ 0 | |||||||||||||||||||||
Reverse recapitalization, goodwill recognized | $ 0 | $ 0 | |||||||||||||||||||||
Exchange ratio | 10.28 | 10.28 | |||||||||||||||||||||
Acquisition, integration and transformation costs | 1,227,000 | 36,566,000 | $ 36,289,000 | 0 | |||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary | Innovations Group | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Noncontrolling interests | 500,000 | $ 500,000 | |||||||||||||||||||||
Paycheck Protection Program loans | Medium-term Notes | Paycheck Protection Program, CARES Act | Thrasys | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Principal amount | $ 500,000 | ||||||||||||||||||||||
Paycheck Protection Program loans | Medium-term Notes | Paycheck Protection Program, CARES Act | BHS | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Principal amount | 1,000,000 | ||||||||||||||||||||||
Paycheck Protection Program loans | Medium-term Notes | Paycheck Protection Program, CARES Act | TTC | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Principal amount | $ 1,900,000 | ||||||||||||||||||||||
Debt forgiven | $ 300,000 | $ 900,000 | $ 700,000 | ||||||||||||||||||||
Thrasys | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquisition percentage | 100.00% | ||||||||||||||||||||||
Consideration paid, net of cash and restricted cash | $ 167,400,000 | ||||||||||||||||||||||
Net cash acquired in acquisition of businesses | 2,500,000 | ||||||||||||||||||||||
Escrow deposit | $ 10,000,000 | ||||||||||||||||||||||
Escrow period (in months) | 12 months | ||||||||||||||||||||||
Number of domestic and international patents | patent | 24 | ||||||||||||||||||||||
Goodwill tax deductible amount | $ 0 | ||||||||||||||||||||||
Net assets acquired | $ (2,500,000) | (2,522,000) | |||||||||||||||||||||
Accrued expenses and other current liabilities | (1,400,000) | (1,373,000) | |||||||||||||||||||||
Total assets acquired | (4,124,000) | ||||||||||||||||||||||
Deferred tax liability | 300,000 | 302,000 | |||||||||||||||||||||
Debt | (531,000) | ||||||||||||||||||||||
Total liabilities assumed | (1,602,000) | ||||||||||||||||||||||
BHS | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquisition percentage | 100.00% | ||||||||||||||||||||||
Consideration paid, net of cash and restricted cash | $ 15,800,000 | ||||||||||||||||||||||
Net cash acquired in acquisition of businesses | 1,000,000 | ||||||||||||||||||||||
Net assets acquired | (200,000) | (183,000) | |||||||||||||||||||||
Accrued expenses and other current liabilities | 200,000 | 400,000 | 641,000 | ||||||||||||||||||||
Total assets acquired | (663,000) | ||||||||||||||||||||||
Debt | (100,000) | (1,121,000) | |||||||||||||||||||||
Total liabilities assumed | $ (480,000) | ||||||||||||||||||||||
TTC | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquisition percentage | 100.00% | ||||||||||||||||||||||
Consideration paid, net of cash and restricted cash | $ 45,900,000 | ||||||||||||||||||||||
Net cash acquired in acquisition of businesses | 2,400,000 | ||||||||||||||||||||||
Goodwill tax deductible amount | $ 0 | ||||||||||||||||||||||
Net assets acquired | (1,177,000) | ||||||||||||||||||||||
Total assets acquired | $ (1,200,000) | 318,000 | |||||||||||||||||||||
Due to related parties | 2,800,000 | 2,807,000 | |||||||||||||||||||||
Debt | (1,284,000) | ||||||||||||||||||||||
Total liabilities assumed | $ 1,495,000 | ||||||||||||||||||||||
Glocal | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquisition percentage | 2.61% | 1.80% | 1.00% | 45.94% | |||||||||||||||||||
Consideration paid, net of cash and restricted cash | 131,500,000 | ||||||||||||||||||||||
Net cash acquired in acquisition of businesses | $ 400,000 | ||||||||||||||||||||||
Goodwill tax deductible amount | $ 0 | ||||||||||||||||||||||
Net assets acquired | (5,800,000) | (5,847,000) | |||||||||||||||||||||
Accrued expenses and other current liabilities | 1,200,000 | 1,247,000 | |||||||||||||||||||||
Total assets acquired | 17,499,000 | ||||||||||||||||||||||
Deferred tax liability | 2,600,000 | $ 9,900,000 | 12,485,000 | ||||||||||||||||||||
Debt | (2,300,000) | 11,900,000 | $ (2,275,000) | ||||||||||||||||||||
Allowance for doubtful accounts, receivables | $ 5,100,000 | 2,000,000 | |||||||||||||||||||||
Equity interest in acquiree, percentage | 43.46% | ||||||||||||||||||||||
Step acquisition, ownership percentage after transaction | 94.81% | 94.81% | 94.81% | 94.81% | 94.81% | 94.81% | 94.81% | 89.40% | |||||||||||||||
Innovations Group | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquisition percentage | 100.00% | ||||||||||||||||||||||
Consideration paid, net of cash and restricted cash | $ 169,800,000 | ||||||||||||||||||||||
Net cash acquired in acquisition of businesses | 300,000 | ||||||||||||||||||||||
Goodwill tax deductible amount | $ 0 | ||||||||||||||||||||||
Net assets acquired | $ 294,000 | ||||||||||||||||||||||
Property and equipment | $ (4,300,000) | (4,295,000) | |||||||||||||||||||||
Other assets | (22,000) | (22,000) | |||||||||||||||||||||
Accrued expenses and other current liabilities | (8,000) | (8,000) | |||||||||||||||||||||
Total assets acquired | (3,603,000) | ||||||||||||||||||||||
Deferred tax liability | 180,000 | ||||||||||||||||||||||
Debt | (4,100,000) | (4,069,000) | |||||||||||||||||||||
Identifiable intangible assets | 800,000 | $ 790,000 | |||||||||||||||||||||
Cloudbreak | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration paid, net of cash and restricted cash | $ 142,000,000 | ||||||||||||||||||||||
Net cash acquired in acquisition of businesses | $ 900,000 | ||||||||||||||||||||||
Net assets acquired | 14,000 | $ 14,000 | |||||||||||||||||||||
Net decrease in net assets acquired and goodwill | 700,000 | ||||||||||||||||||||||
Property and equipment | 200,000 | 183,000 | |||||||||||||||||||||
Other assets | (400,000) | (411,000) | |||||||||||||||||||||
Accrued expenses and other current liabilities | 400,000 | 362,000 | |||||||||||||||||||||
Total assets acquired | (3,145,000) | ||||||||||||||||||||||
Deferred tax liability | $ 3,900,000 | (3,903,000) | |||||||||||||||||||||
Total liabilities assumed | $ 400,000 | $ (3,159,000) |
Business Combinations - Allocat
Business Combinations - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | |||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Apr. 27, 2021 | Mar. 26, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | Nov. 20, 2020 | |
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | $ 284,268 | $ 581,814 | $ 284,268 | $ 284,268 | $ 284,268 | $ 284,268 | $ 284,268 | $ 284,268 | $ 164,194 | ||||||
Thrasys | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 3,491 | 3,491 | 3,491 | 3,491 | 3,491 | 3,491 | 3,491 | $ 3,491 | |||||||
Prepaid expenses and other | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | |||||||
Identifiable intangible assets | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | |||||||
Property and equipment | 101 | 101 | 101 | 101 | 101 | 101 | 101 | 101 | |||||||
Other assets | 19 | 19 | 19 | 19 | 19 | 19 | 19 | 19 | |||||||
Goodwill | 143,964 | 143,964 | 143,964 | 143,964 | 143,964 | 143,964 | 143,964 | 148,088 | |||||||
Total assets acquired | 178,451 | 178,451 | 178,451 | 178,451 | 178,451 | 178,451 | 178,451 | 182,575 | |||||||
Accounts payable | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | |||||||
Accrued expenses and other current liabilities | 3,949 | 3,949 | 3,949 | 3,949 | 3,949 | 3,949 | 3,949 | 5,322 | |||||||
Debt | 430 | 430 | 430 | 430 | 430 | 430 | 430 | 961 | |||||||
Deferred tax liabilities | 6,680 | 6,680 | 6,680 | 6,680 | 6,680 | 6,680 | 6,680 | 6,378 | |||||||
Deferred revenue | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | |||||||
Total liabilities assumed | 13,538 | 13,538 | 13,538 | 13,538 | 13,538 | 13,538 | 13,538 | 15,140 | |||||||
Net assets acquired | 164,913 | 164,913 | 164,913 | 164,913 | 164,913 | 164,913 | 164,913 | 167,435 | |||||||
Measurement Period Adjustments | |||||||||||||||
Goodwill | (4,124) | (4,124) | |||||||||||||
Total assets acquired | (4,124) | ||||||||||||||
Accrued expenses and other current liabilities | (1,400) | (1,373) | |||||||||||||
Deferred tax liability | 300 | 302 | |||||||||||||
Debt | (531) | ||||||||||||||
Total liabilities assumed | (1,602) | ||||||||||||||
Net assets acquired | $ (2,500) | (2,522) | |||||||||||||
BHS | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | |||||||
Inventories | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | |||||||
Prepaid expenses and other | 40 | 40 | 40 | 40 | 40 | 40 | 40 | 40 | |||||||
Identifiable intangible assets | 225 | 225 | 225 | 225 | 225 | 225 | 225 | 225 | |||||||
Property and equipment | 53 | 53 | 53 | 53 | 53 | 53 | 53 | 53 | |||||||
Other assets | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | |||||||
Deferred tax assets | 19 | 19 | 19 | 19 | 19 | 19 | 19 | 19 | |||||||
Goodwill | 15,443 | 15,443 | 15,443 | 15,443 | 15,443 | 15,443 | 15,443 | 16,106 | |||||||
Total assets acquired | 17,141 | 17,141 | 17,141 | 17,141 | 17,141 | 17,141 | 17,141 | 17,804 | |||||||
Accounts payable | 374 | 374 | 374 | 374 | 374 | 374 | 374 | 374 | |||||||
Accrued expenses and other current liabilities | 1,067 | 1,067 | 1,067 | 1,067 | 1,067 | 1,067 | 1,067 | 426 | |||||||
Debt | 113 | 113 | 113 | 113 | 113 | 113 | 113 | 1,234 | |||||||
Total liabilities assumed | 1,554 | 1,554 | 1,554 | 1,554 | 1,554 | 1,554 | 1,554 | 2,034 | |||||||
Net assets acquired | 15,587 | 15,587 | 15,587 | 15,587 | 15,587 | 15,587 | 15,587 | $ 15,770 | |||||||
Measurement Period Adjustments | |||||||||||||||
Goodwill | (663) | (663) | |||||||||||||
Total assets acquired | (663) | ||||||||||||||
Accrued expenses and other current liabilities | 200 | 400 | 641 | ||||||||||||
Debt | (100) | (1,121) | |||||||||||||
Total liabilities assumed | (480) | ||||||||||||||
Net assets acquired | (200) | (183) | |||||||||||||
TTC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 1,311 | 1,311 | 1,311 | 1,311 | 1,311 | 1,311 | 1,311 | $ 1,773 | |||||||
Prepaid expenses and other | 187 | 187 | 187 | 187 | 187 | 187 | 187 | 187 | |||||||
Identifiable intangible assets | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | |||||||
Property and equipment | 531 | 531 | 531 | 531 | 531 | 531 | 531 | 531 | |||||||
Other assets | 281 | 281 | 281 | 281 | 281 | 281 | 281 | 281 | |||||||
Goodwill | 58,354 | 58,354 | 58,354 | 58,354 | 58,354 | 58,354 | 58,354 | 57,574 | |||||||
Total assets acquired | 61,789 | 61,789 | 61,789 | 61,789 | 61,789 | 61,789 | 61,789 | 61,471 | |||||||
Accounts payable | 625 | 625 | 625 | 625 | 625 | 625 | 625 | 625 | |||||||
Accrued expenses and other current liabilities | 602 | 602 | 602 | 602 | 602 | 602 | 602 | 602 | |||||||
Debt | 11,216 | 11,216 | 11,216 | 11,216 | 11,216 | 11,216 | 11,216 | 12,500 | |||||||
Deferred tax liabilities | 446 | 446 | 446 | 446 | 446 | 446 | 446 | 474 | |||||||
Due to related parties | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 1,393 | |||||||
Total liabilities assumed | 17,089 | 17,089 | 17,089 | 17,089 | 17,089 | 17,089 | 17,089 | 15,594 | |||||||
Net assets acquired | 44,700 | 44,700 | 44,700 | 44,700 | 44,700 | 44,700 | 44,700 | $ 45,877 | |||||||
Measurement Period Adjustments | |||||||||||||||
Accounts receivable | (500) | (462) | |||||||||||||
Goodwill | 780 | 780 | |||||||||||||
Total assets acquired | $ (1,200) | 318 | |||||||||||||
Due to related parties | 2,800 | 2,807 | |||||||||||||
Debt | (1,284) | ||||||||||||||
Total liabilities assumed | 1,495 | ||||||||||||||
Net assets acquired | (1,177) | ||||||||||||||
Glocal | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 1,350 | 1,350 | 1,350 | 1,350 | 1,350 | 1,350 | 1,350 | $ 6,461 | |||||||
Inventories | 325 | 325 | 325 | 325 | 325 | 325 | 325 | 325 | |||||||
Identifiable intangible assets | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | |||||||
Property and equipment | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | |||||||
Other current assets, including short term advances | 15 | 15 | 15 | 15 | 15 | 15 | 15 | 1,980 | |||||||
Other assets | 509 | 509 | 509 | 509 | 509 | 509 | 509 | 509 | |||||||
Goodwill | 116,446 | 116,446 | 116,446 | 116,446 | 116,446 | 116,446 | 116,446 | 91,871 | |||||||
Total assets acquired | 197,410 | 197,410 | 197,410 | 197,410 | 197,410 | 197,410 | 197,410 | 179,911 | |||||||
Accounts payable | 579 | 579 | 579 | 579 | 579 | 579 | 579 | 579 | |||||||
Accrued expenses and other current liabilities | 9,518 | 9,518 | 9,518 | 9,518 | 9,518 | 9,518 | 9,518 | 8,271 | |||||||
Debt | 19,937 | 19,937 | 19,937 | 19,937 | 19,937 | 19,937 | 19,937 | 22,212 | |||||||
Deferred tax liabilities | 12,485 | 12,485 | 12,485 | 12,485 | 12,485 | 12,485 | 12,485 | 0 | |||||||
Noncontrolling interests | 29,278 | 29,278 | 29,278 | 29,278 | 29,278 | 29,278 | 29,278 | 17,389 | |||||||
Total liabilities assumed and noncontrolling interest | 71,797 | 71,797 | 71,797 | 71,797 | 71,797 | 71,797 | 71,797 | 48,451 | |||||||
Net assets acquired | 125,613 | 125,613 | 125,613 | 125,613 | 125,613 | 125,613 | 125,613 | $ 131,460 | |||||||
Measurement Period Adjustments | |||||||||||||||
Accounts receivable | (5,111) | ||||||||||||||
Other current assets, including short term advances | (1,965) | ||||||||||||||
Goodwill | 24,575 | 24,575 | |||||||||||||
Total assets acquired | 17,499 | ||||||||||||||
Accrued expenses and other current liabilities | 1,200 | 1,247 | |||||||||||||
Deferred tax liability | 2,600 | 9,900 | 12,485 | ||||||||||||
Debt | (2,300) | 11,900 | (2,275) | ||||||||||||
Noncontrolling interest | 11,889 | ||||||||||||||
Total liabilities assumed and noncontrolling interest | 23,346 | ||||||||||||||
Net assets acquired | $ (5,800) | (5,847) | |||||||||||||
Innovations Group | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 47 | 47 | 47 | 47 | 47 | 47 | 47 | $ 47 | |||||||
Inventories | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | |||||||
Prepaid expenses and other | 530 | 530 | 530 | 530 | 530 | 530 | 530 | 530 | |||||||
Identifiable intangible assets | 29,115 | 29,115 | 29,115 | 29,115 | 29,115 | 29,115 | 29,115 | 28,325 | |||||||
Property and equipment | 3,642 | 3,642 | 3,642 | 3,642 | 3,642 | 3,642 | 3,642 | 7,937 | |||||||
Other assets | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 22 | |||||||
Goodwill | 143,654 | 143,654 | 143,654 | 143,654 | 143,654 | 143,654 | 143,654 | 143,730 | |||||||
Total assets acquired | 179,681 | 179,681 | 179,681 | 179,681 | 179,681 | 179,681 | 179,681 | 183,284 | |||||||
Accounts payable | 472 | 472 | 472 | 472 | 472 | 472 | 472 | 472 | |||||||
Accrued expenses and other current liabilities | 772 | 772 | 772 | 772 | 772 | 772 | 772 | 780 | |||||||
Debt | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,069 | |||||||
Deferred tax liabilities | 8,017 | 8,017 | 8,017 | 8,017 | 8,017 | 8,017 | 8,017 | 7,837 | |||||||
Deferred revenue | 302 | 302 | 302 | 302 | 302 | 302 | 302 | 302 | |||||||
Noncontrolling interests | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Total liabilities assumed and noncontrolling interest | 9,563 | 9,563 | 9,563 | 9,563 | 9,563 | 9,563 | 9,563 | 13,460 | |||||||
Net assets acquired | 170,118 | 170,118 | 170,118 | 170,118 | 170,118 | 170,118 | 170,118 | $ 169,824 | |||||||
Measurement Period Adjustments | |||||||||||||||
Identifiable intangible assets | 800 | 790 | |||||||||||||
Property and equipment | (4,300) | (4,295) | |||||||||||||
Other assets | (22) | (22) | |||||||||||||
Goodwill | (76) | (76) | |||||||||||||
Total assets acquired | (3,603) | ||||||||||||||
Accrued expenses and other current liabilities | (8) | (8) | |||||||||||||
Deferred tax liability | 180 | ||||||||||||||
Debt | (4,100) | (4,069) | |||||||||||||
Total liabilities assumed and noncontrolling interest | (3,897) | ||||||||||||||
Net assets acquired | 294 | ||||||||||||||
Cloudbreak | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 5,551 | 4,810 | 5,551 | 5,551 | 5,551 | 5,551 | 5,551 | 5,551 | |||||||
Prepaid expenses and other | 921 | 921 | 921 | 921 | 921 | 921 | 921 | 921 | |||||||
Identifiable intangible assets | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | |||||||
Property and equipment | 7,065 | 6,882 | 7,065 | 7,065 | 7,065 | 7,065 | 7,065 | 7,065 | |||||||
Other assets | 631 | 1,042 | 631 | 631 | 631 | 631 | 631 | 631 | |||||||
Goodwill | 107,310 | 110,968 | 107,310 | 107,310 | 107,310 | 107,310 | 107,310 | 107,310 | |||||||
Total assets acquired | 153,953 | 157,098 | 153,953 | 153,953 | 153,953 | 153,953 | 153,953 | 153,953 | |||||||
Accounts payable | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | |||||||
Other long-term liabilities | 382 | 0 | 382 | 382 | 382 | 382 | 382 | 382 | |||||||
Accrued expenses and other current liabilities | 1,267 | 905 | 1,267 | 1,267 | 1,267 | 1,267 | 1,267 | 1,267 | |||||||
Debt | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | |||||||
Deferred tax liabilities | 4,003 | 7,906 | 4,003 | 4,003 | 4,003 | 4,003 | 4,003 | 4,003 | |||||||
Deferred revenue | 15 | 15 | 15 | 15 | 15 | 15 | 15 | 15 | |||||||
Total liabilities assumed | 11,937 | 15,096 | 11,937 | 11,937 | 11,937 | 11,937 | 11,937 | 11,937 | |||||||
Net assets acquired | 142,016 | $ 142,002 | 142,016 | $ 142,016 | $ 142,016 | $ 142,016 | 142,016 | $ 142,016 | |||||||
Measurement Period Adjustments | |||||||||||||||
Accounts receivable | 741 | ||||||||||||||
Property and equipment | 200 | 183 | |||||||||||||
Other assets | (400) | (411) | |||||||||||||
Goodwill | (3,658) | $ (3,658) | |||||||||||||
Total assets acquired | (3,145) | ||||||||||||||
Accrued expenses and other current liabilities | 400 | 362 | |||||||||||||
Deferred tax liability | $ 3,900 | (3,903) | |||||||||||||
Other long-term liabilities | 382 | ||||||||||||||
Total liabilities assumed | 400 | (3,159) | |||||||||||||
Net assets acquired | $ 14 | $ 14 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 09, 2021 | Apr. 27, 2021 | Mar. 26, 2021 | Jan. 25, 2021 | Nov. 20, 2020 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 100,680 | |||||
Definite-lived intangible assets - Trade names | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | 25,025 | |||||
Definite-lived intangible asset - Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | 23,000 | |||||
Definite-lived intangible assets—Lease | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 790 | |||||
Thrasys | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 27,875 | |||||
Thrasys | Definite-lived intangible assets - Trade names | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 6,925 | |||||
Useful Life | 10 years | |||||
Thrasys | Definite-lived intangible assets - Technology and intellectual property | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 10,825 | |||||
Useful Life | 7 years | |||||
Thrasys | Definite-lived intangible asset - Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 10,125 | |||||
Useful Life | 10 years | |||||
BHS | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 225 | |||||
BHS | Definite-lived intangible assets - Trade names | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 225 | |||||
Useful Life | 3 years | |||||
TTC | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 1,125 | |||||
TTC | Definite-lived intangible assets - Trade names | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 1,125 | |||||
Useful Life | 3 years | |||||
Glocal | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 38,039 | |||||
Glocal | Definite-lived intangible assets - Technology and intellectual property | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 38,039 | |||||
Useful Life | 7 years | |||||
Innovations Group | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 29,115 | |||||
Innovations Group | Definite-lived intangible assets - Trade names | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 10,925 | |||||
Useful Life | 10 years | |||||
Innovations Group | Definite-lived intangible assets - Technology and intellectual property | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 8,075 | |||||
Innovations Group | Definite-lived intangible assets - Technology and intellectual property | Minimum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 5 years | |||||
Innovations Group | Definite-lived intangible assets - Technology and intellectual property | Maximum | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Useful Life | 7 years | |||||
Innovations Group | Definite-lived intangible asset - Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 9,325 | |||||
Useful Life | 10 years | |||||
Innovations Group | Definite-lived intangible assets—Lease | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 790 | |||||
Useful Life | 4 years 9 months 18 days | |||||
Cloudbreak | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 32,475 | |||||
Cloudbreak | Definite-lived intangible assets - Trade names | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 12,975 | |||||
Useful Life | 10 years | |||||
Cloudbreak | Definite-lived intangible assets - Technology and intellectual property | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 5,825 | |||||
Useful Life | 5 years | |||||
Cloudbreak | Definite-lived intangible asset - Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Total fair value of identifiable intangible assets | $ 13,675 | |||||
Useful Life | 10 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 148,945 | $ 117,421 |
Net income (loss) | $ (345,340) | $ (1,882) |
Basic earnings per share (in dollars per share) | $ (3.23) | $ (0.04) |
Diluted earnings per share (in dollars per share) | $ (3.23) | $ (0.04) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 60,813 | $ 154 | |
Accumulated depreciation and amortization | (4,741) | (3) | |
Total property and equipment, net | 56,072 | $ 57,828 | 151 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 15,459 | 0 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 18,086 | 0 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,393 | 0 | |
Medical and surgical equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,953 | 0 | |
Electrical and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 508 | 73 | |
Computer equipment, furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 12,029 | 33 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 185 | 48 | |
Internal use software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,837 | 0 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 4,363 | $ 0 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,700 | $ 3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) | 7 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||||||
Beginning balance | $ 164,194,000 | ||||||
Impairment | (297,930,000) | $ 0 | |||||
Foreign exchange | (2,973,000) | ||||||
Ending balance | $ 284,268,000 | $ 284,268,000 | $ 284,268,000 | $ 284,268,000 | 284,268,000 | $ 164,194,000 | $ 284,268,000 |
Thrasys | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 148,088,000 | ||||||
Goodwill | (4,124,000) | (4,124,000) | |||||
Ending balance | 143,964,000 | 143,964,000 | 143,964,000 | 143,964,000 | 143,964,000 | 143,964,000 | |
BHS | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 16,106,000 | ||||||
Goodwill | (663,000) | (663,000) | |||||
Ending balance | 15,443,000 | 15,443,000 | 15,443,000 | 15,443,000 | 15,443,000 | 15,443,000 | |
TTC | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 57,574,000 | ||||||
Goodwill | 780,000 | 780,000 | |||||
Business acquisition | 57,574,000 | ||||||
Ending balance | 58,354,000 | 58,354,000 | 58,354,000 | 58,354,000 | 58,354,000 | 58,354,000 | |
Glocal | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 91,871,000 | ||||||
Goodwill | 24,575,000 | 24,575,000 | |||||
Business acquisition | 91,871,000 | ||||||
Ending balance | 116,446,000 | 116,446,000 | 116,446,000 | 116,446,000 | 116,446,000 | 116,446,000 | |
Innovations Group | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 143,730,000 | ||||||
Goodwill | (76,000) | (76,000) | |||||
Business acquisition | 143,730,000 | ||||||
Ending balance | 143,654,000 | 143,654,000 | 143,654,000 | 143,654,000 | 143,654,000 | 143,654,000 | |
Cloudbreak | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 110,968,000 | ||||||
Goodwill | (3,658,000) | (3,658,000) | |||||
Business acquisition | 110,968,000 | ||||||
Ending balance | $ 107,310,000 | $ 107,310,000 | $ 107,310,000 | $ 107,310,000 | $ 107,310,000 | $ 107,310,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amounts of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | $ 27,782 | |
Additions | 100,680 | |
Amortization | (12,351) | $ (300) |
Foreign exchange | (798) | |
Ending balance | 115,313 | 27,782 |
Trade Names | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 7,065 | |
Additions | 25,025 | |
Amortization | (2,584) | |
Foreign exchange | 0 | |
Ending balance | 29,506 | 7,065 |
Technology and Intellectual Property | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 10,705 | |
Additions | 51,865 | |
Amortization | (7,251) | |
Foreign exchange | (798) | |
Ending balance | 54,521 | 10,705 |
Customer Relationships | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 10,012 | |
Additions | 23,000 | |
Amortization | (2,400) | |
Foreign exchange | 0 | |
Ending balance | 30,612 | 10,012 |
Lease | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 0 | |
Additions | 790 | |
Amortization | (116) | |
Foreign exchange | 0 | |
Ending balance | $ 674 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 297,930,000 | $ 0 |
Amortization expense | 12,351,000 | $ 300,000 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 2,584,000 | |
Trade Names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 3 years | |
Trade Names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 10 years | |
Technology and Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 7,251,000 | |
Technology and Intellectual Property | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 5 years | |
Technology and Intellectual Property | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 7 years | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 2,400,000 | |
Customer Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 10 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense Related to Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 | $ 16,376 | |
2023 | 16,368 | |
2024 | 15,952 | |
2025 | 15,928 | |
2026 | 15,108 | |
Thereafter | 35,581 | |
Total | 115,313 | $ 27,782 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 3,532 | |
2023 | 3,524 | |
2024 | 3,107 | |
2025 | 3,083 | |
2026 | 3,083 | |
Thereafter | 13,177 | |
Total | 29,506 | 7,065 |
Technology and Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 9,363 | |
2023 | 9,363 | |
2024 | 9,363 | |
2025 | 9,363 | |
2026 | 8,712 | |
Thereafter | 8,357 | |
Total | 54,521 | 10,705 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 3,313 | |
2023 | 3,313 | |
2024 | 3,313 | |
2025 | 3,313 | |
2026 | 3,313 | |
Thereafter | 14,047 | |
Total | 30,612 | 10,012 |
Lease Amortization | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 168 | |
2023 | 168 | |
2024 | 169 | |
2025 | 169 | |
2026 | 0 | |
Thereafter | 0 | |
Total | $ 674 | $ 0 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Nov. 20, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Mar. 25, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 27, 2021 | Jun. 21, 2021 | May 14, 2021 |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Amortization expense | $ 12,351 | $ 300 | |||||||||
Gain on consolidation of equity method investment | $ 0 | $ 640 | $ 640 | $ 0 | |||||||
Glocal | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Step acquisition, ownership percentage after transaction | 89.40% | 94.81% | |||||||||
Gain on consolidation of equity method investment | $ 600 | ||||||||||
Acquisition percentage | 45.94% | 2.61% | 1.80% | 1.00% | |||||||
Glocal | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment percentage | 43.46% | ||||||||||
Purchase price of equity method investment | $ 57,400 | ||||||||||
Amortization expense | $ 500 | $ 1,100 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued professional fees | $ 10,238 | $ 4,246 | |
Accrued products and licenses | 17,889 | 691 | |
Accrued interest on debt | 1,227 | 142 | |
Accrued payroll and bonuses | 3,939 | 1,545 | |
Accrued taxes in connection with shareholder distribution | 120 | 1,493 | |
Other accruals | 2,671 | 365 | |
Total accrued expenses | $ 36,084 | $ 34,718 | $ 8,482 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 182,650 | $ 22,875 | |
Less: unamortized original issue and debt discount | (62,140) | 0 | |
Total debt, net of unamortized original issue and debt discount | 120,510 | 22,875 | |
Less: current portion of debt | (22,093) | $ (43,849) | (22,531) |
Long-term debt, noncurrent | 98,417 | $ 99,079 | 344 |
Other debt facilities (various maturities and interest rates) | |||
Debt Instrument [Line Items] | |||
Total debt | 3,847 | 0 | |
Convertible notes | Convertible notes | |||
Debt Instrument [Line Items] | |||
Total debt | 160,000 | 0 | |
Medium-term Notes | Paycheck Protection Program loans | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 1,545 | |
Unsecured Debt | Provider Relief and EIDL Funds | |||
Debt Instrument [Line Items] | |||
Total debt | 123 | 230 | |
Notes Payable | Seller notes | |||
Debt Instrument [Line Items] | |||
Total debt | $ 18,680 | $ 21,100 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, ₨ in Millions | Jun. 15, 2021USD ($)trading_day$ / sharesshares | Jun. 09, 2021USD ($)shares | Mar. 23, 2021USD ($) | Aug. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jul. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Aug. 26, 2021USD ($) | Dec. 31, 2021USD ($)quarterly_installment | Dec. 31, 2020USD ($)loan | Dec. 31, 2021INR (₨) | Jan. 24, 2021USD ($) | Jan. 06, 2021USD ($) | Nov. 30, 2020USD ($) | Apr. 30, 2020USD ($)loan_agreement |
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt, current | $ 43,849,000 | $ 43,849,000 | $ 22,093,000 | $ 22,531,000 | ||||||||||||||
Interest Expense | 8,145,000 | 13,760,000 | 19,516,000 | 134,000 | ||||||||||||||
Accrued interest on debt | 400,000 | |||||||||||||||||
Gain on extinguishment of debt | $ 0 | 151,000 | 151,000 | 0 | ||||||||||||||
Total debt | 182,650,000 | 22,875,000 | ||||||||||||||||
Carrying or outstanding amount of debt | 120,510,000 | 22,875,000 | ||||||||||||||||
Payments of debt issuance costs | (506,000) | 8,100,000 | 0 | |||||||||||||||
Payments of seller notes | $ 99,207,000 | 99,207,000 | 0 | |||||||||||||||
Thrasys | Affiliated Entity | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest on debt | 39,000 | 9,000 | ||||||||||||||||
Notes payable to related parties | $ 700,000 | 400,000 | ||||||||||||||||
Notes payable to related parties, interest rate | 3.50% | |||||||||||||||||
Number of quarterly installments | quarterly_installment | 8 | |||||||||||||||||
BHS | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Note payable | $ 100,000 | |||||||||||||||||
Loan Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unamortized debt issuance costs | $ 0 | |||||||||||||||||
Gain on extinguishment of debt | 0 | |||||||||||||||||
Convertible notes | Convertible notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 160,000,000 | |||||||||||||||||
Debt instrument, interest rate | 6.25% | |||||||||||||||||
Convertible, shares issuable (in shares) | shares | 15,023,475 | |||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10.65 | |||||||||||||||||
Proceeds from issuance of long-term debt | $ 151,900,000 | |||||||||||||||||
Debt issuance costs | $ 8,100,000 | |||||||||||||||||
Fair value of derivative liability | $ 8,000,000 | |||||||||||||||||
Interest Expense | 13,400,000 | |||||||||||||||||
Contractual interest expense | 5,600,000 | |||||||||||||||||
Derivative accretion | 6,900,000 | |||||||||||||||||
Debt issuance costs amortization | 900,000 | |||||||||||||||||
Gain on fair value of derivative liability | 53,800,000 | |||||||||||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||||||||||
Threshold trading days | trading_day | 20 | |||||||||||||||||
Threshold consecutive trading days | trading_day | 30 | |||||||||||||||||
Threshold average daily trading days | trading_day | 30 | |||||||||||||||||
Last trading day minimum common stock | $ 2,000,000 | |||||||||||||||||
Equity offering | $ 35,000,000 | |||||||||||||||||
Total debt | 160,000,000 | 0 | ||||||||||||||||
Convertible notes | Convertible notes | On and after October 9, 2022 until maturity | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, increase | 1.00% | |||||||||||||||||
Convertible notes | Convertible notes | April 9, 2023, October 9, 2023 or April 9, 2024 until maturity | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, increase | 1.00% | |||||||||||||||||
Convertible notes | Convertible notes | Maximum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 10.25% | |||||||||||||||||
Convertible notes | 2021 Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 4,100,000 | |||||||||||||||||
Debt instrument, interest rate | 15.00% | |||||||||||||||||
Proceeds from issuance of long-term debt | $ 3,000,000 | |||||||||||||||||
Debt issuance costs | 1,000,000 | |||||||||||||||||
Gain on extinguishment of debt | (31,000) | |||||||||||||||||
Repayments of long-term debt | $ 3,600,000 | |||||||||||||||||
Converted amount | 500,000 | |||||||||||||||||
Payments of debt issuance costs | $ 100,000 | |||||||||||||||||
Debt instrument, term (in years) | 9 months | |||||||||||||||||
Debt conversion, shares issued (in shares) | shares | 50,000 | |||||||||||||||||
Write off of debt issuance costs | $ 500,000 | |||||||||||||||||
Convertible notes | 2026 5% Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||||
Debt instrument, interest rate | 5.00% | |||||||||||||||||
Accrued interest on debt | 30,000 | |||||||||||||||||
Gain on extinguishment of debt | 100,000 | |||||||||||||||||
Carrying or outstanding amount of debt | $ 1,500,000 | |||||||||||||||||
Debt conversion, shares issued (in shares) | shares | 150,367 | |||||||||||||||||
Line of Credit | Loan Agreement | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt paid off | $ 1,800,000 | |||||||||||||||||
Line of Credit | Loan Agreement | Revolving Credit Facility | TTC | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowings | $ 1,800,000 | |||||||||||||||||
Term Loan | Loan Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt paid off | 9,100,000 | |||||||||||||||||
Term Loan | Loan Agreement | TTC | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 10,800,000 | |||||||||||||||||
Secured Debt | INR-denominated term loans | Glocal | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest on debt | 23,000 | |||||||||||||||||
Total debt | 3,800,000 | |||||||||||||||||
Repayments of long-term debt | 23,000,000 | |||||||||||||||||
Interest expense | $ 700,000 | |||||||||||||||||
Debt forgiven | $ (2,300,000) | |||||||||||||||||
Secured Debt | INR-denominated term loans | Glocal | INR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying or outstanding amount of debt | ₨ | ₨ 285.9 | |||||||||||||||||
Secured Debt | INR-denominated term loans | Minimum | Glocal | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 11.15% | 11.15% | ||||||||||||||||
Secured Debt | INR-denominated term loans | Maximum | Glocal | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 16.25% | 16.25% | ||||||||||||||||
Medium-term Notes | Paycheck Protection Program loans | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Total debt | $ 0 | 1,545,000 | ||||||||||||||||
Medium-term Notes | Paycheck Protection Program loans | Paycheck Protection Program, CARES Act | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||
Medium-term Notes | Paycheck Protection Program loans | TTC | Paycheck Protection Program, CARES Act | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 1,900,000 | |||||||||||||||||
Debt forgiven | $ (300,000) | $ (900,000) | $ (700,000) | |||||||||||||||
Number of loan agreements | loan_agreement | 5 | |||||||||||||||||
Number of loans fully forgiven | loan | 3 | |||||||||||||||||
Medium-term Notes | Paycheck Protection Program loans | Thrasys | Paycheck Protection Program, CARES Act | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||||
Medium-term Notes | Paycheck Protection Program loans | BHS | Paycheck Protection Program, CARES Act | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||
Unsecured Debt | Provider Relief and EIDL Funds | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Total debt | 123,000 | $ 230,000 | ||||||||||||||||
Funds returned | 100,000 | |||||||||||||||||
Unsecured Debt | Provider Relief and EIDL Funds | TTC | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from issuance of long-term debt | $ 500,000 | |||||||||||||||||
Funds used | 500,000 | |||||||||||||||||
Unsecured Debt | Provider Relief and EIDL Funds | BHS | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from issuance of long-term debt | $ 200,000 | |||||||||||||||||
Long-term debt, current | 100,000 | |||||||||||||||||
Funds used | 100,000 | |||||||||||||||||
Notes Payable | Seller notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal amount | 18,700,000 | 21,100,000 | ||||||||||||||||
Accrued interest on debt | 700,000 | 100,000 | ||||||||||||||||
Total debt | 18,680,000 | 21,100,000 | ||||||||||||||||
Interest expense | $ 1,600,000 | $ 100,000 | ||||||||||||||||
Payments of seller notes | 88,100,000 | $ 11,100,000 | ||||||||||||||||
Senior notes | Senior financing facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Facility fee | $ 500,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Contractual Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 22,093 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 160,000 | |
Thereafter | 557 | |
Total | $ 182,650 | $ 22,875 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Warrant liability | $ 252 | $ 399 | $ 0 |
Money market funds | |||
Assets: | |||
Cash equivalents - money market funds | 45,006 | ||
Fair Value, Recurring | |||
Assets: | |||
Total assets | 45,006 | ||
Liabilities: | |||
Derivative liability | 7,977 | ||
Warrant liability | 252 | ||
Total liabilities | 8,229 | ||
Fair Value, Recurring | Level 1 | |||
Assets: | |||
Total assets | 45,006 | ||
Liabilities: | |||
Derivative liability | 0 | ||
Warrant liability | 0 | ||
Total liabilities | 0 | ||
Fair Value, Recurring | Level 2 | |||
Assets: | |||
Total assets | 0 | ||
Liabilities: | |||
Derivative liability | 0 | ||
Warrant liability | 252 | ||
Total liabilities | 252 | ||
Fair Value, Recurring | Level 3 | |||
Assets: | |||
Total assets | 0 | ||
Liabilities: | |||
Derivative liability | 7,977 | ||
Warrant liability | 0 | ||
Total liabilities | 7,977 | ||
Fair Value, Recurring | Money market funds | |||
Assets: | |||
Cash equivalents - money market funds | 45,006 | ||
Fair Value, Recurring | Money market funds | Level 1 | |||
Assets: | |||
Cash equivalents - money market funds | 45,006 | ||
Fair Value, Recurring | Money market funds | Level 2 | |||
Assets: | |||
Cash equivalents - money market funds | 0 | ||
Fair Value, Recurring | Money market funds | Level 3 | |||
Assets: | |||
Cash equivalents - money market funds | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant liabilities, noncurrent | $ 399 | $ 399 | $ 252 | $ 0 |
Gain on fair value of warrant liabilities | $ (373) | $ (1,447) | (1,595) | $ 0 |
Convertible notes | Convertible notes | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of derivative liability | 8,000 | |||
Gain on fair value of derivative liability | $ 53,800 | |||
Private Placement Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value price of warrants (in dollars per share) | $ 0.29 | |||
Warrant liabilities, noncurrent | $ 200 | |||
Gain on fair value of warrant liabilities | $ 300 | |||
PIPE Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value price of warrants (in dollars per share) | $ 0.29 | |||
Warrant liabilities, noncurrent | $ 100 | |||
Gain on fair value of warrant liabilities | $ 1,300 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | |||
Amortized Cost | $ 58,192 | $ 67,877 | $ 1,839 |
Money market funds | |||
Cash and Cash Equivalents [Line Items] | |||
Amortized Cost | 45,006 | ||
Fair Value | $ 45,006 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Fair Value Significant Assumptions (Details) - Level 3 | Dec. 31, 2021$ / sharesYear |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 2.24 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.825 |
Risk free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.0118 |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 10.65 |
Expected life (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | Year | 4.44 |
Conversion periods | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | Year | 2 |
Conversion periods | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | Year | 5 |
Future share price | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.01 |
Future share price | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 34.05 |
Capital Structure - Narrative (
Capital Structure - Narrative (Details) | Oct. 07, 2021$ / sharesshares | Aug. 12, 2021officershares | Jun. 09, 2021USD ($)shares | Jun. 08, 2021USD ($)$ / sharesshares | Jun. 04, 2021shares | Nov. 20, 2020shares | Jun. 05, 2019trading_day$ / sharesshares | May 01, 2019USD ($)$ / sharesshares | Mar. 12, 2019USD ($)$ / sharesshares | Apr. 15, 2022USD ($)shares | Oct. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Aug. 31, 2021USD ($) | Jun. 30, 2019shares | Apr. 30, 2019shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)trading_day$ / sharesshares | Dec. 31, 2021USD ($)trading_day$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)trading_day$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jan. 07, 2022d$ / shares | Jun. 30, 2021shares | Jun. 03, 2021d$ / sharesshares | Jun. 19, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Exchange ratio | 10.28 | ||||||||||||||||||||||||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Common stock authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock issued (in shares) | 117,800,000 | 117,800,000 | 144,278,969 | 144,278,969 | 117,800,000 | 144,278,969 | 70,021,063 | ||||||||||||||||||
Common stock outstanding (in shares) | 117,800,000 | 117,800,000 | 144,278,969 | 144,278,969 | 117,800,000 | 144,278,969 | 70,021,063 | ||||||||||||||||||
Placement fee costs | $ | $ 3,300,000 | ||||||||||||||||||||||||
Warrants outstanding (in shares) | 18,117,494 | 18,117,494 | 18,117,494 | ||||||||||||||||||||||
Warrant liabilities, noncurrent | $ | $ 399,000 | $ 399,000 | $ 252,000 | $ 252,000 | $ 399,000 | $ 252,000 | $ 0 | ||||||||||||||||||
Gain on fair value of warrant liabilities | $ | (373,000) | (1,447,000) | (1,595,000) | 0 | |||||||||||||||||||||
Forward share purchase liability | $ | $ 17,577,000 | $ 17,577,000 | $ 18,051,000 | $ 18,051,000 | 17,577,000 | $ 18,051,000 | 0 | ||||||||||||||||||
Common stock reserved for issuance (in shares) | 50,958,000 | 50,958,000 | 50,958,000 | ||||||||||||||||||||||
Stock-based compensation | $ | $ 410,000 | $ 1,048,000 | $ 0 | ||||||||||||||||||||||
Cloudbreak | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Shares options (in shares) | 1,576,670 | ||||||||||||||||||||||||
Shares options | $ | $ 99,000,000 | ||||||||||||||||||||||||
Unvested options assumed (in shares) | 134,943 | ||||||||||||||||||||||||
Unvested options, fair value | $ | $ 600,000 | ||||||||||||||||||||||||
Cloudbreak 2015 Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Options exercised (in shares) | 195,743 | ||||||||||||||||||||||||
Unrecognized stock-based compensation expense related to stock options | $ | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||||||||||||
2021 Equity Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares available for grant | 5,608,152 | 5,608,152 | 5,608,152 | ||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 16,420,813 | 5,608,000 | 5,608,000 | 5,608,000 | |||||||||||||||||||||
Common stock reserved for issuance increase, percentage of common stock outstanding | 5.00% | ||||||||||||||||||||||||
Restricted stock awards (RSA) | 2021 Equity Incentive Plan | Officers | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Fair value of awards outstanding | $ | $ 46,600,000 | ||||||||||||||||||||||||
Restricted stock awards (RSA) | 2021 Equity Incentive Plan | Consultant | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Awards granted/issued (in shares) | 28,616 | ||||||||||||||||||||||||
Restricted stock units (RSUs) | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Weighted average period expected to be recognized (in years) | 2 years 6 months 29 days | ||||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 10,693,000 | 10,693,000 | 10,693,000 | ||||||||||||||||||||||
Unrecognized stock-based compensation expense related to RSUs | $ | $ 10,100,000 | $ 10,100,000 | $ 10,100,000 | ||||||||||||||||||||||
Restricted stock units (RSUs) | 2021 Equity Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Awards granted/issued (in shares) | 10,784,045 | ||||||||||||||||||||||||
Outstanding awards (in shares) | 10,693,371 | 10,693,371 | 10,693,371 | 0 | |||||||||||||||||||||
Restricted stock units (RSUs) | 2021 Equity Incentive Plan | Officers | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Awards granted/issued (in shares) | 4,660,266 | ||||||||||||||||||||||||
Number of individuals granted equity instruments | officer | 2 | ||||||||||||||||||||||||
Stock options | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 1,516,000 | 1,516,000 | 1,516,000 | ||||||||||||||||||||||
Stock options | Cloudbreak 2015 Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Weighted average period expected to be recognized (in years) | 2 years 4 months 17 days | ||||||||||||||||||||||||
GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Stock dividend (in shares) | 0.1541 | 0.493 | |||||||||||||||||||||||
GigCapital2 Sponsor and Northland Gig2 Investment LLC | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common stock outstanding (in shares) | 3,732,500 | ||||||||||||||||||||||||
GigCapital2 Sponsor, Northland Gig2 Investment LLC, EarlyBirdCapital, Inc., and EarlyBird Group | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common stock outstanding (in shares) | 4,307,500 | 4,307,500 | 4,307,500 | ||||||||||||||||||||||
Thrasys | 2019 Stock Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Outstanding awards (in shares) | 0 | 0 | 0 | ||||||||||||||||||||||
Thrasys | Restricted stock awards (RSA) | 2019 Stock Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Awards granted/issued (in shares) | 536,184 | ||||||||||||||||||||||||
Thrasys | Restricted stock units (RSUs) | 2019 Stock Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Awards granted/issued (in shares) | 3,427,316 | ||||||||||||||||||||||||
Cloudbreak | Cloudbreak 2015 Incentive Plan | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares authorized (in shares) | 2,200,000 | ||||||||||||||||||||||||
KAF | Forward Share Purchase Agreement | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares authorized to be repurchased (in shares) | 1,700,000 | 1,700,000 | 1,700,000 | 1,700,000 | |||||||||||||||||||||
Number of business days required for notice | d | 3 | ||||||||||||||||||||||||
Authorized price per share (in dollars per share) | $ / shares | $ 10.30225 | ||||||||||||||||||||||||
Authorized monthly increase in price per share (in dollars per share) | $ / shares | 0.0846 | ||||||||||||||||||||||||
Price per share, minimum price required to sell shares in the open market after closing (in dollars per share) | $ / shares | $ 10.10 | ||||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||||||||||||
Forward share purchase liability | $ | $ 18,100,000 | $ 18,100,000 | $ 18,100,000 | ||||||||||||||||||||||
Escrow deposit | $ | $ 18,100,000 | ||||||||||||||||||||||||
KAF | Forward Share Purchase Agreement | Subsequent Event | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of business days required for notice | d | 3 | ||||||||||||||||||||||||
Authorized price per share (in dollars per share) | $ / shares | $ 10.64065 | ||||||||||||||||||||||||
Authorized monthly increase in price per share (in dollars per share) | $ / shares | $ 0.0846 | ||||||||||||||||||||||||
Number of shares repurchased (in shares) | 1,700,000 | ||||||||||||||||||||||||
Payments for repurchase of stock | $ | $ 18,100,000 | ||||||||||||||||||||||||
Public Warrants | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||||||||||||
Period after completion of business combination (in days) | 30 days | ||||||||||||||||||||||||
Period from closing of offering (in months) | 12 months | ||||||||||||||||||||||||
Expiration period after completion of business combination (in years) | 5 years | ||||||||||||||||||||||||
Redemption price of warrants (in dollars per share) | $ / shares | 0.01 | 0.01 | $ 0.01 | ||||||||||||||||||||||
Minimum redemption notice period (in days) | 30 days | ||||||||||||||||||||||||
Minimum stock price trigger for redemption (in dollars per share) | $ / shares | $ 18 | $ 18 | $ 18 | ||||||||||||||||||||||
Threshold trading days | trading_day | 20 | 20 | 20 | ||||||||||||||||||||||
Threshold trading days, period (in days) | 30 days | ||||||||||||||||||||||||
Warrants outstanding (in shares) | 17,250,000 | 17,250,000 | 17,250,000 | ||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 17,250,000 | 17,250,000 | 17,250,000 | ||||||||||||||||||||||
Private Placement Warrants | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Warrants outstanding (in shares) | 567,500 | 567,500 | 567,500 | ||||||||||||||||||||||
Warrant liabilities, noncurrent | $ | $ 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Gain on fair value of warrant liabilities | $ | $ 300,000 | ||||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 568,000 | 568,000 | 568,000 | ||||||||||||||||||||||
PIPE Warrants | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Warrants outstanding (in shares) | 299,994 | 299,994 | 299,994 | ||||||||||||||||||||||
Warrant liabilities, noncurrent | $ | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
Gain on fair value of warrant liabilities | $ | $ 1,300,000 | ||||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 300,000 | 300,000 | 300,000 | ||||||||||||||||||||||
Over-Allotment Option | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 3,450,000 | ||||||||||||||||||||||||
Option to purchase additional shares, period (in days) | 30 days | ||||||||||||||||||||||||
Over-Allotment Option | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 567,500 | ||||||||||||||||||||||||
Founder Shares | GigCapital2 Sponsor and Northland Gig2 Investment LLC | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 2,500,000 | ||||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 0.0067 | $ 0.01 | |||||||||||||||||||||||
Purchase price received on transaction | $ | $ 25,000 | ||||||||||||||||||||||||
Founder Shares | EarlyBirdCapital. Inc. | GigCapital2 Sponsor and Northland Gig2 Investment LLC | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 68,041 | ||||||||||||||||||||||||
Founder Shares | EarlyBird Group | GigCapital2 Sponsor and Northland Gig2 Investment LLC | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 31,959 | ||||||||||||||||||||||||
Founder Shares | EarlyBirdCapital, Inc. and EarlyBird Group | GigCapital2 Sponsor and Northland Gig2 Investment LLC | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Purchase price received on transaction | $ | $ 670,000 | ||||||||||||||||||||||||
Private Placement | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 3,000,000 | 492,500 | |||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||
Purchase price received on transaction | $ | $ 28,500,000 | ||||||||||||||||||||||||
Placement fee costs | $ | $ 1,500,000 | ||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||||||||||||||||||
Number of shares of common stock per unit (in shares) | 1 | ||||||||||||||||||||||||
Number of warrants per unit (in shares) | 1 | ||||||||||||||||||||||||
Number of rights per unit (in shares) | 1 | ||||||||||||||||||||||||
Rights per unit, number of shares received after consummation of business combination (in shares) | 0.05 | ||||||||||||||||||||||||
Minimum period after completion of business combination (in months) | 12 months | ||||||||||||||||||||||||
Minimum price per share required for movement of shares and units (in dollars per share) | $ / shares | $ 12.50 | ||||||||||||||||||||||||
Number of threshold trading days | trading_day | 20 | ||||||||||||||||||||||||
Threshold trading days, minimum period commencing after business combination (in days) | 90 days | ||||||||||||||||||||||||
Threshold trading days, period (in days) | 30 days | ||||||||||||||||||||||||
Number of securities called by warrants (in shares) | 300,000 | ||||||||||||||||||||||||
Number of warrants per ten shares (in shares) | 1 | ||||||||||||||||||||||||
Purchase price, gross | $ | $ 30,000,000 | ||||||||||||||||||||||||
Private Placement | EarlyBirdCapital. Inc. | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 29,900 | ||||||||||||||||||||||||
Private Placement | GigCapital2 Sponsor | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 481,250 | ||||||||||||||||||||||||
Private Placement | Northland Gig2 Investment LLC | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 56,350 | ||||||||||||||||||||||||
Second Private Placement | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 75,000 | ||||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||
Private Placement, Private Underwriter Shares | Northland Gig2 Investment LLC | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 100,000 | ||||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||
Second Private Placement, Private Underwriter Shares | Northland Gig2 Investment LLC | GigCapital2 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 20,000 | ||||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||
Public Offering | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Number of shares issued or sold (in shares) | 23,000,000 | ||||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 1.75 | ||||||||||||||||||||||||
Public Offering and Over-Allotment Option | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Purchase price received on transaction | $ | $ 46,300,000 | ||||||||||||||||||||||||
Placement fee costs | $ | $ 3,300,000 |
Capital Structure - Schedule of
Capital Structure - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Jun. 04, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 50,958,000 | |
Shares available for future grant under 2021 EIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 5,608,000 | 16,420,813 |
Shares issuable upon conversion of Public Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 17,250,000 | |
Shares issuable upon conversion of Private Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 568,000 | |
Shares issuable upon conversion of PIPE Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 300,000 | |
Shares issuable upon conversion of 2026 Notes | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 15,023,000 | |
Restricted stock units outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 10,693,000 | |
Stock options outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 1,516,000 |
Capital Structure - Summary of
Capital Structure - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | Jun. 09, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Aggregate Intrinsic Value | ||
Fair market value of common stock (in dollars per share) | $ 2.24 | |
Cloudbreak 2015 Incentive Plan | ||
Number of Stock Options | ||
Options outstanding - balance at beginning of period (in shares) | shares | 1,711,613 | |
Options granted (in shares) | shares | 0 | |
Options exercised (in shares) | shares | 195,743 | |
Options forfeited or expired (in shares) | shares | 0 | |
Options outstanding - balance at end of period (in shares) | shares | 1,711,613 | 1,515,870 |
Vested and expected to vest (in shares) | shares | 1,515,870 | |
Exercisable (in shares) | shares | 1,407,449 | |
Weighted Average Exercise Price per Share | ||
Options outstanding - balance at beginning of period (in dollars per shares) | $ 4.45 | |
Options granted (in dollars per share) | 0 | |
Options exercised (in dollars per share) | 1.63 | |
Options forfeited or expired (in dollars per share) | 0 | |
Options outstanding - balance at end of period (in dollars per shares) | $ 4.45 | 4.81 |
Vested and expected to vest (in dollars per share) | 4.81 | |
Exercisable (in dollars per share) | $ 4.62 | |
Weighted Average Remaining Contractual Life (Years) | ||
Options outstanding (in years) | 4 years 1 month 24 days | 4 years 1 month 28 days |
Options exercised (in years) | 3 years 6 months 7 days | |
Vested and expected to vest (in years) | 4 years 1 month 28 days | |
Exercisable (in years) | 3 years 10 months 2 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ | $ 488 | $ 368 |
Options exercised | $ | 119 | |
Vested and expected to vest | $ | 368 | |
Exercisable | $ | $ 368 |
Capital Structure - Summary o_2
Capital Structure - Summary of RSU Activity (Details) - Restricted stock units (RSUs) - 2021 Equity Incentive Plan | 6 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 0 |
RSUs granted (in shares) | shares | 10,784,045 |
RSUs vested and issued (in shares) | shares | (90,674) |
RSUs forfeited (in shares) | shares | 0 |
Outstanding at end of period (in shares) | shares | 10,693,371 |
Weighted Average Grant Date Fair Value Per Share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 0 |
RSUs granted (in dollars per share) | $ / shares | 5.60 |
RSUs vested and issued (in dollars per share) | $ / shares | 1.93 |
RSUs forfeited (in dollars per share) | $ / shares | 0 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 5.63 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 45,192 | $ 89,890 | $ 123,795 | $ 5,396 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 92,114 | 5,036 | ||
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 18,600 | 360 | ||
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 13,081 | 0 | ||
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,977 | 45,563 | 70,223 | 1,664 |
Licenses and subscriptions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,956 | 23,759 | 25,516 | 3,304 |
Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12,259 | $ 20,568 | $ 28,056 | $ 428 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Impairment of contract assets | $ 0 | $ 0 |
Revenue recognized, percentage | 0.30% | 5.60% |
Revenue Recognition Timing | Revenues | Transferred over Time | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 77.00% | 92.00% |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change In Contract With Customer, Asset [Roll Forward] | ||
Unbilled receivables, beginning of period | $ 438 | $ 0 |
Contract assets acquired in business combination | 0 | 66 |
Reclassifications to billed receivables | 0 | (52) |
Revenues recognized in excess of period billings | 346 | 424 |
Unbilled receivables, end of period | $ 784 | $ 438 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Deferred revenue, beginning of period | $ 397 | $ 0 |
Revenues recognized from balances held at the beginning of the period | (397) | 0 |
Fair value of deferred revenues from business combination | 0 | 700 |
Net revenues deferred from period collections on unfulfilled performance obligations | 2,649 | (303) |
Ending Balance | $ 2,649 | $ 397 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 7,853 |
Subscriptions | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 7,804 |
Licenses | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 0 |
SaaS and hosting | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 49 |
Program management and services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 3,093 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Subscriptions | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 3,044 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Licenses | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | SaaS and hosting | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 49 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Program management and services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligations, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 4,760 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Subscriptions | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 4,760 |
Remaining performance obligations, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Licenses | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligations, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | SaaS and hosting | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligations, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Program management and services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligations, period | 2 years |
Income Taxes - Sources of Incom
Income Taxes - Sources of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Federal | $ (225,970) | $ (2,057) | ||
Foreign | (116,803) | 0 | ||
Loss before income tax benefit (expense) | $ 37,683 | $ (4,625) | $ (342,773) | $ (2,057) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||||
Federal | $ 39 | $ 578 | ||
State | 26 | 94 | ||
Foreign | 0 | 0 | ||
Total current expense | 65 | 672 | ||
Deferred: | ||||
Federal | (1,520) | (536) | ||
State | (167) | (86) | ||
Foreign | (815) | 0 | ||
Deferred income taxes | $ (1,274) | (2,502) | (622) | |
Income tax expense | $ 6,695 | $ (357) | $ (2,437) | $ 50 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | ||||
Income (loss) before income tax | $ 37,683 | $ (4,625) | $ (342,773) | $ (2,057) |
Federal statutory income tax | (71,982) | (432) | ||
State income tax, net of federal benefit | (147) | (84) | ||
Foreign differential rate | (138) | 0 | ||
Goodwill impairment | 60,952 | 0 | ||
Transactions costs | 7,523 | 561 | ||
Permanently disallowed interest expense | 1,663 | 0 | ||
Other | (308) | 5 | ||
Income tax expense | $ 6,695 | $ (357) | $ (2,437) | $ 50 |
Tax Rate | ||||
Federal statutory income tax | 21.00% | 21.00% | ||
State income tax, net of federal benefit | 0.04% | 4.10% | ||
Foreign differential rate | 0.04% | 0.00% | ||
Goodwill impairment | (17.79%) | 0.00% | ||
Transactions costs | (2.20%) | (27.30%) | ||
Permanently disallowed interest expense | (0.48%) | 0.00% | ||
Other | 0.10% | (0.20%) | ||
Effective income tax rate | 0.71% | (2.40%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets | ||
Accrued expenses | $ 4,877 | $ 573 |
Transactions costs | 139 | 86 |
State credits | 0 | 738 |
Net operating loss carryforwards | 6,859 | 19 |
Stock compensation | 2,220 | 0 |
Allowance of doubtful accounts | 6,317 | 0 |
Convertible debt accretion | 1,980 | 0 |
Disallowed interest expense | 447 | 0 |
Total deferred tax assets | 22,839 | 1,416 |
Deferred Tax Liabilities | ||
Property, Plant and Equipment | (9,287) | 0 |
Intangibles | (28,166) | (6,739) |
Unrealized (gain) loss from fair market value adjustment on derivatives | (13,635) | 0 |
Deferred revenue | 0 | (195) |
Other | (32) | 0 |
Total deferred tax liabilities | (51,120) | (6,934) |
Less: Valuation allowance | 0 | (554) |
Net deferred tax asset (liability) | $ (28,281) | $ (6,072) |
Income Taxes- Narrative (Detail
Income Taxes- Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2009 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | ||||
Change in valuation allowance | $ 600 | |||
Unrecognized tax benefits | 1,703 | $ 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 45 | |||
Domestic Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
NOL carryforward | 6,900 | |||
State and Local Jurisdiction | ||||
Income Tax Examination [Line Items] | ||||
NOL carryforward | 7,100 | |||
Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
NOL carryforward | 22,800 | |||
NOL carryforward subject to expiration | 200 | |||
Thrasys | ||||
Income Tax Examination [Line Items] | ||||
Long-term capital gain on sale | $ 15,000 | |||
Interest on tax, accrued | 200 | |||
Internal Revenue Service (IRS) | Thrasys | ||||
Income Tax Examination [Line Items] | ||||
Assertion of tax owed | $ 5,000 | |||
Interest on tax, percentage | 4.00% | |||
Potential interest expense | $ 3,000 | |||
California Franchise Tax Board | Thrasys | ||||
Income Tax Examination [Line Items] | ||||
Assertion of tax owed | $ 1,300 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Activity Related to Unrecognized Tax Benefits | |||
Beginning balance | $ 1,703 | $ 0 | $ 0 |
Additions for prior year tax positions | 1,703 | 0 | |
Ending balance | $ 1,703 | $ 0 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings (Loss) Per Share (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 09, 2021 | |
Numerator: | |||||
Net loss attributable to UpHealth, Inc. | $ | $ 30,757,000 | $ (4,976,000) | $ (341,023,000) | $ (2,186,000) | |
Denominator: | |||||
Weighted average shares outstanding (in shares) | shares | 117,628,000 | 95,194,000 | 107,028,000 | 52,348,000 | |
Weighted average shares outstanding assuming dilution (in shares) | shares | 118,073,000 | 95,194,000 | 107,028,000 | 52,348,000 | |
Net loss per share attributable to UpHealth, Inc.: | |||||
Basic (in dollars per share) | $ / shares | $ 0.26 | $ (0.05) | $ (3.19) | $ (0.04) | |
Diluted (in dollars per share) | $ / shares | $ 0.26 | $ (0.05) | $ (3.19) | $ (0.04) | |
Exchange ratio | 10.28 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - $ / shares shares in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 0 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 18.1 | |
Potentially dilutive shares, price per share (in dollars per share) | $ 11.50 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 1.5 | |
Restricted stock units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 5.2 | |
Senior convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 15 | |
Potentially dilutive shares, price per share (in dollars per share) | $ 10.65 | |
Forward share purchase agreement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 1.7 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)defined_contribution_plan | Dec. 31, 2020USD ($) | |
Retirement Benefits [Abstract] | ||
Number of defined contribution plans | defined_contribution_plan | 6 | |
Employer matching or profit sharing contributions | $ 0 | $ 0 |
Employer discretionary contributions | $ 0 | $ 0 |
Continuous service rendered (in years) | 5 years | |
Unfunded status | $ 6 | |
Net periodic pension cost | $ 100 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Accrued preferred dividends | $ 4,200,000 | |||
Affiliated Entity | Guaranteed Payments | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | $ 500,000 | $ 5,300,000 | ||
Due to related parties | 100,000 | 300,000 | $ 100,000 | |
Former Shareholder and Chairman | Management fees | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 200,000 | 0 | ||
Due to related parties | $ 0 | $ 0 | $ 0 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | |||
Number of operating business segments | 3 | 4 | 3 |
Number of non-operating business segments | 1 | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 45,192 | $ 89,890 | $ 123,795 | $ 5,396 |
Gross margin | 17,947 | 36,269 | 43,587 | 4,213 |
Total assets | $ 887,206 | $ 887,206 | 569,307 | 262,390 |
Integrated Care Management | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 31,886 | 3,715 | ||
Gross margin | 10,316 | 2,900 | ||
Total assets | 156,106 | 186,476 | ||
Virtual Care Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 36,569 | 0 | ||
Gross margin | 14,156 | 0 | ||
Total assets | 217,668 | 0 | ||
Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 55,340 | 1,681 | ||
Gross margin | 19,115 | 1,313 | ||
Total assets | 127,114 | 18,383 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | $ 68,419 | $ 57,531 |
Segment Reporting - Total Asset
Segment Reporting - Total Assets by Geography (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | |||
Total assets | $ 569,307 | $ 887,206 | $ 262,390 |
Americas | |||
Segment Reporting Information [Line Items] | |||
Total assets | 481,705 | 262,390 | |
Asia | |||
Segment Reporting Information [Line Items] | |||
Total assets | $ 87,602 | $ 0 |
Capital Leases - Assets and Lia
Capital Leases - Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Leased property under capital leases, less accumulated amortization | $ 5,013,000 | |
Current: obligations under capital leases | 2,404,000 | |
Noncurrent: obligations under capital leases | 2,644,000 | |
Total | $ 5,049,000 | $ 0 |
Capital Leases - Future Minimum
Capital Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 2,623 |
2023 | 1,749 |
2024 | 962 |
Less: Interest | (286) |
Total finance lease liability | $ 5,049 |
Capital Leases - Narrative (Det
Capital Leases - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Capital lease obligations | $ 5,049,000 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Commitments Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)office | Dec. 31, 2020USD ($) | |
Operating Leased Assets [Line Items] | ||||
Security deposits | $ 200,000 | |||
Rent expense | 4,300,000 | $ 83,000 | ||
Sublease revenue | 300,000 | 0 | ||
Lease abandonment expenses | $ 915,000 | $ 915,000 | $ 915,000 | $ 0 |
Number of offices related to lease abandonment | office | 5 | |||
Minimum | Related Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | $ 3,000 | |||
Minimum | Third- Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | 81 | |||
Maximum | Related Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | 32,000 | |||
Maximum | Third- Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | $ 60,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Sublease Income | |
2022 | $ (379) |
2023 | (268) |
2024 | (265) |
2025 | (273) |
2026 | (281) |
Thereafter | (47) |
Total | (1,514) |
Minimum Lease Payments, Net of Sublease Income | |
2022 | 3,624 |
2023 | 3,155 |
2024 | 2,884 |
2025 | 2,121 |
2026 | 881 |
Thereafter | 1,347 |
Total | 14,013 |
Related Party | |
Minimum Lease Payments of Operating Leases | |
2022 | 798 |
2023 | 814 |
2024 | 848 |
2025 | 855 |
2026 | 383 |
Thereafter | 0 |
Total | 3,699 |
Third- Party | |
Minimum Lease Payments of Operating Leases | |
2022 | 3,204 |
2023 | 2,610 |
2024 | 2,301 |
2025 | 1,540 |
2026 | 779 |
Thereafter | 1,394 |
Total | $ 11,828 |
Commitments and Contingencies_3
Commitments and Contingencies - Contingencies Narrative (Details) - Advisory services agreement dispute $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Loss Contingencies [Line Items] | |
Damages sought | $ 31 |
Current accrual loss provision | 8 |
Minimum | |
Loss Contingencies [Line Items] | |
Estimated maximum exposure to loss | 8 |
Maximum | |
Loss Contingencies [Line Items] | |
Estimated maximum exposure to loss | $ 26.3 |
Subsequent Events (Details)
Subsequent Events (Details) - KAF - Forward Share Purchase Agreement - Subsequent Event $ in Millions | 1 Months Ended |
Apr. 15, 2022USD ($)shares | |
Subsequent Event [Line Items] | |
Number of shares repurchased (in shares) | shares | 1,700,000 |
Payments for repurchase of stock | $ | $ 18.1 |
Restatement of Previously Iss_3
Restatement of Previously Issued Unaudited Financial Statements - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Oct. 07, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | ||||||
Cash and cash equivalents | $ 58,192 | $ 67,877 | $ 1,839 | |||
Restricted cash | 18,609 | 435 | 530 | |||
Accounts receivable, net | 22,761 | 45,137 | 6,703 | |||
Inventories | 2,928 | 3,455 | 117 | |||
Due from related parties | 40 | 37 | 0 | |||
Prepaid expenses and other current assets | 4,217 | 8,771 | 3,501 | |||
Total current assets | 106,747 | 125,712 | 12,690 | |||
Property, plant and equipment, net of accumulated depreciation of $4,741 and $3 at December 31, 2021 and 2020, respectively. | 56,072 | 57,828 | 151 | |||
Intangible assets, net of accumulated amortization of $12,350 and $318 at December 31, 2021 and 2020, respectively. | 115,313 | 119,955 | 27,782 | |||
Goodwill | 284,268 | 581,814 | 164,194 | |||
Equity method investments | 0 | 0 | 57,214 | |||
Deferred tax asset | 0 | 0 | 335 | |||
Other assets | 6,907 | 1,897 | 24 | |||
Total assets | 569,307 | 887,206 | 262,390 | |||
Current liabilities: | ||||||
Accounts payable | 13,604 | 10,065 | 2,680 | |||
Accrued expenses | 36,084 | 34,718 | 8,482 | |||
Deferred revenue | 2,649 | 5,348 | 397 | |||
Due to related party | 47 | 56 | 70 | |||
Income tax payable | 739 | 916 | 673 | |||
Related-party long-term debt, current | 657 | 670 | 39 | |||
Long-term debt, current | 22,093 | 43,849 | 22,531 | |||
Derivative liability, current | 1,633 | |||||
Forward share purchase liability | 18,051 | 17,577 | 0 | |||
Other current liabilities | 2,780 | 1,048 | 0 | |||
Total current liabilities | 96,704 | 115,880 | 34,872 | |||
Related-party long-term debt, noncurrent | 331 | 0 | 381 | |||
Long-term debt, noncurrent | 98,417 | 99,079 | 344 | |||
Deferred tax liabilities | 28,281 | 31,059 | 6,072 | |||
Warrant liabilities, noncurrent | 252 | 399 | 0 | |||
Derivative liability, noncurrent | 7,977 | 10,305 | 0 | |||
Other long-term liabilities | 3,502 | 3,399 | 0 | |||
Total liabilities | 235,464 | 260,121 | 41,669 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||
Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding at December 31, 2021 and 2020, respectively. | 0 | 0 | 0 | |||
Common stock, $0.0001 par value, 300,000 shares authorized, 144,279 and 70,021 issued and outstanding at December 31, 2021 and 2020, respectively. | 14 | 12 | 7 | |||
Additional paid in capital | 665,461 | 621,861 | 222,900 | |||
Accumulated deficit | (343,209) | (7,163) | (2,186) | |||
Accumulated other comprehensive loss | (3,802) | (3,459) | 0 | |||
Total UpHealth, Inc., stockholders’ equity | 318,464 | 611,251 | 220,721 | |||
Noncontrolling interests | 15,379 | 15,834 | 0 | |||
Total stockholders’ equity | 333,843 | 627,085 | 220,721 | [1] | $ 0 | |
Total liabilities and stockholders’ equity | $ 569,307 | $ 887,206 | $ 262,390 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | |||
Common stock outstanding (in shares) | 144,278,969 | 117,800,000 | 70,021,063 | |||
Common stock issued (in shares) | 144,278,969 | 117,800,000 | 70,021,063 | |||
As Filed | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 67,877 | |||||
Restricted cash | 435 | |||||
Accounts receivable, net | 49,015 | |||||
Inventories | 3,455 | |||||
Due from related parties | 37 | |||||
Prepaid expenses and other current assets | 8,771 | |||||
Total current assets | 129,590 | |||||
Property, plant and equipment, net of accumulated depreciation of $4,741 and $3 at December 31, 2021 and 2020, respectively. | 55,785 | |||||
Intangible assets, net of accumulated amortization of $12,350 and $318 at December 31, 2021 and 2020, respectively. | 119,955 | |||||
Goodwill | 581,814 | |||||
Equity method investments | 0 | |||||
Deferred tax asset | 0 | |||||
Other assets | 1,897 | |||||
Total assets | 889,041 | |||||
Current liabilities: | ||||||
Accounts payable | 10,065 | |||||
Accrued expenses | 34,718 | |||||
Deferred revenue | 5,348 | |||||
Due to related party | 56 | |||||
Income tax payable | 916 | |||||
Related-party long-term debt, current | 670 | |||||
Long-term debt, current | 43,849 | |||||
Derivative liability, current | 1,633 | |||||
Forward share purchase liability | 17,577 | |||||
Other current liabilities | 1,048 | |||||
Total current liabilities | 115,880 | |||||
Related-party long-term debt, noncurrent | 0 | |||||
Long-term debt, noncurrent | 99,079 | |||||
Deferred tax liabilities | 31,059 | |||||
Warrant liabilities, noncurrent | 399 | |||||
Derivative liability, noncurrent | 10,305 | |||||
Other long-term liabilities | 3,399 | |||||
Total liabilities | 260,121 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||
Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding at December 31, 2021 and 2020, respectively. | 0 | |||||
Common stock, $0.0001 par value, 300,000 shares authorized, 144,279 and 70,021 issued and outstanding at December 31, 2021 and 2020, respectively. | 12 | |||||
Additional paid in capital | 621,861 | |||||
Accumulated deficit | (5,328) | |||||
Accumulated other comprehensive loss | (3,459) | |||||
Total UpHealth, Inc., stockholders’ equity | 613,086 | |||||
Noncontrolling interests | 15,834 | |||||
Total stockholders’ equity | 628,920 | |||||
Total liabilities and stockholders’ equity | 889,041 | |||||
Restatement Adjustments | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | |||||
Restricted cash | 0 | |||||
Accounts receivable, net | (3,878) | |||||
Inventories | 0 | |||||
Due from related parties | 0 | |||||
Prepaid expenses and other current assets | 0 | |||||
Total current assets | (3,878) | |||||
Property, plant and equipment, net of accumulated depreciation of $4,741 and $3 at December 31, 2021 and 2020, respectively. | 2,043 | |||||
Intangible assets, net of accumulated amortization of $12,350 and $318 at December 31, 2021 and 2020, respectively. | 0 | |||||
Goodwill | 0 | |||||
Equity method investments | 0 | |||||
Deferred tax asset | 0 | |||||
Other assets | 0 | |||||
Total assets | (1,835) | |||||
Current liabilities: | ||||||
Accounts payable | 0 | |||||
Accrued expenses | 0 | |||||
Deferred revenue | 0 | |||||
Due to related party | 0 | |||||
Income tax payable | 0 | |||||
Related-party long-term debt, current | 0 | |||||
Long-term debt, current | 0 | |||||
Derivative liability, current | 0 | |||||
Forward share purchase liability | 0 | |||||
Other current liabilities | 0 | |||||
Total current liabilities | 0 | |||||
Related-party long-term debt, noncurrent | 0 | |||||
Long-term debt, noncurrent | 0 | |||||
Deferred tax liabilities | 0 | |||||
Warrant liabilities, noncurrent | 0 | |||||
Derivative liability, noncurrent | 0 | |||||
Other long-term liabilities | 0 | |||||
Total liabilities | 0 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||
Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding at December 31, 2021 and 2020, respectively. | 0 | |||||
Common stock, $0.0001 par value, 300,000 shares authorized, 144,279 and 70,021 issued and outstanding at December 31, 2021 and 2020, respectively. | 0 | |||||
Additional paid in capital | 0 | |||||
Accumulated deficit | (1,835) | |||||
Accumulated other comprehensive loss | 0 | |||||
Total UpHealth, Inc., stockholders’ equity | (1,835) | |||||
Noncontrolling interests | 0 | |||||
Total stockholders’ equity | (1,835) | |||||
Total liabilities and stockholders’ equity | $ (1,835) | |||||
[1] | (1) Amounts as of March 31, 2021 and before that date differ from those published in prior consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combinations (as defined below in Note 1). Specifically, the number of common shares outstanding during periods before the Business Combinations are computed on the basis of the number of common shares of UpHealth Holdings (accounting acquiror) during those periods multiplied by the exchange ratio established in the stock purchase agreement (1.00 UpHealth Holdings shares converted to 10.28 GigCapital2 shares). Common stock and additional paid-in capital were adjusted accordingly. |
Restatement of Previously Iss_4
Restatement of Previously Issued Unaudited Financial Statements - Statement of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | $ 45,192,000 | $ 89,890,000 | $ 123,795,000 | $ 5,396,000 |
Total cost of goods and services | 27,245,000 | 53,621,000 | 80,208,000 | 1,183,000 |
Gross margin | 17,947,000 | 36,269,000 | 43,587,000 | 4,213,000 |
Operating expenses: | ||||
Sales and marketing | 3,090,000 | 5,670,000 | 9,275,000 | 0 |
Research and development | 1,916,000 | 5,759,000 | 7,302,000 | 874,000 |
General and administrative | 11,452,000 | 22,481,000 | 57,763,000 | 4,945,000 |
Depreciation and amortization | 3,626,000 | 7,496,000 | 13,044,000 | 320,000 |
Stock-based compensation | 410,000 | 410,000 | 1,048,000 | 0 |
Lease abandonment expenses | 915,000 | 915,000 | 915,000 | 0 |
Acquisition-related expenses | 1,227,000 | 36,566,000 | 36,289,000 | 0 |
Total operating expenses | 22,636,000 | 79,297,000 | 423,566,000 | 6,140,000 |
Loss from operations | (4,689,000) | (43,028,000) | (379,979,000) | (1,926,000) |
Other income: | ||||
Interest expense | (8,145,000) | (13,760,000) | (19,516,000) | (134,000) |
Gain on consolidation of equity method investment | 0 | 640,000 | 640,000 | 0 |
Gain on fair value of derivative liability | 49,885,000 | 49,885,000 | 53,846,000 | 0 |
Gain on fair value of warrant liabilities | 373,000 | 1,447,000 | 1,595,000 | 0 |
Gain on extinguishment of debt | 0 | 151,000 | 151,000 | 0 |
Other income, net, including interest income | 259,000 | 40,000 | 490,000 | 4,000 |
Total other income (expense) | 42,372,000 | 38,403,000 | 37,206,000 | (130,000) |
Loss before income tax benefit (expense) | 37,683,000 | (4,625,000) | (342,773,000) | (2,057,000) |
Income tax benefit (expense) | (6,695,000) | 357,000 | 2,437,000 | (50,000) |
Loss before loss from equity method investment | 30,988,000 | (4,268,000) | (340,336,000) | (2,107,000) |
Loss from equity method investment | 0 | (561,000) | (561,000) | (80,000) |
Net loss | 30,988,000 | (4,829,000) | (340,897,000) | (2,186,000) |
Less: net loss attributable to noncontrolling interests | 231,000 | 147,000 | 126,000 | 0 |
Net loss attributable to UpHealth, Inc. | $ 30,757,000 | $ (4,976,000) | $ (341,023,000) | $ (2,186,000) |
Net loss per share attributable to UpHealth, Inc.: | ||||
Basic (in dollars per share) | $ 0.26 | $ (0.05) | $ (3.19) | $ (0.04) |
Diluted (in dollars per share) | $ 0.26 | $ (0.05) | $ (3.19) | $ (0.04) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 117,628,000 | 95,194,000 | 107,028,000 | 52,348,000 |
Diluted (in shares) | 118,073,000 | 95,194,000 | 107,028,000 | 52,348,000 |
As Filed | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | $ 49,070,000 | $ 93,768,000 | ||
Total cost of goods and services | 29,288,000 | 55,664,000 | ||
Gross margin | 19,782,000 | 38,104,000 | ||
Operating expenses: | ||||
Sales and marketing | 3,090,000 | 5,670,000 | ||
Research and development | 1,916,000 | 5,759,000 | ||
General and administrative | 11,452,000 | 22,481,000 | ||
Depreciation and amortization | 3,626,000 | 7,496,000 | ||
Stock-based compensation | 410,000 | 410,000 | ||
Lease abandonment expenses | 915,000 | 915,000 | ||
Acquisition-related expenses | 1,227,000 | 36,566,000 | ||
Total operating expenses | 22,636,000 | 79,297,000 | ||
Loss from operations | (2,854,000) | (41,193,000) | ||
Other income: | ||||
Interest expense | (8,145,000) | (13,760,000) | ||
Gain on consolidation of equity method investment | 0 | 640,000 | ||
Gain on fair value of derivative liability | 49,885,000 | 49,885,000 | ||
Gain on fair value of warrant liabilities | 373,000 | 1,447,000 | ||
Gain on extinguishment of debt | 0 | 151,000 | ||
Other income, net, including interest income | 259,000 | 40,000 | ||
Total other income (expense) | 42,372,000 | 38,403,000 | ||
Loss before income tax benefit (expense) | 39,518,000 | (2,790,000) | ||
Income tax benefit (expense) | (6,695,000) | 357,000 | ||
Loss before loss from equity method investment | 32,823,000 | (2,433,000) | ||
Loss from equity method investment | 0 | (561,000) | ||
Net loss | 32,823,000 | (2,994,000) | ||
Less: net loss attributable to noncontrolling interests | 231,000 | 147,000 | ||
Net loss attributable to UpHealth, Inc. | $ 32,592,000 | $ (3,141,000) | ||
Net loss per share attributable to UpHealth, Inc.: | ||||
Basic (in dollars per share) | $ 0.28 | $ (0.03) | ||
Diluted (in dollars per share) | $ 0.28 | $ (0.03) | ||
Weighted average shares outstanding: | ||||
Basic (in shares) | 117,628,000 | 95,194,000 | ||
Diluted (in shares) | 118,073,000 | 95,194,000 | ||
Restatement Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | $ (3,878,000) | $ (3,878,000) | ||
Total cost of goods and services | (2,043,000) | (2,043,000) | ||
Gross margin | (1,835,000) | (1,835,000) | ||
Operating expenses: | ||||
Total operating expenses | 0 | 0 | ||
Loss from operations | (1,835,000) | (1,835,000) | ||
Other income: | ||||
Gain on consolidation of equity method investment | 0 | |||
Gain on fair value of derivative liability | 0 | |||
Gain on fair value of warrant liabilities | 0 | |||
Gain on extinguishment of debt | 0 | |||
Total other income (expense) | 0 | 0 | ||
Loss before income tax benefit (expense) | (1,835,000) | (1,835,000) | ||
Loss before loss from equity method investment | (1,835,000) | (1,835,000) | ||
Loss from equity method investment | 0 | |||
Net loss | (1,835,000) | (1,835,000) | ||
Net loss attributable to UpHealth, Inc. | (1,835,000) | (1,835,000) | ||
Services | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | 21,977,000 | 45,563,000 | $ 70,223,000 | $ 1,664,000 |
Total cost of goods and services | 12,434,000 | 26,497,000 | 41,366,000 | 365,000 |
Services | As Filed | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | 21,977,000 | 45,563,000 | ||
Total cost of goods and services | 12,434,000 | 26,497,000 | ||
Licenses and subscriptions | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | 10,956,000 | 23,759,000 | 25,516,000 | 3,304,000 |
Total cost of goods and services | 6,350,000 | 13,020,000 | 19,183,000 | 724,000 |
Licenses and subscriptions | As Filed | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | 10,956,000 | 23,759,000 | ||
Total cost of goods and services | 6,350,000 | 13,020,000 | ||
Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | 12,259,000 | 20,568,000 | 28,056,000 | 428,000 |
Total cost of goods and services | 8,461,000 | 14,104,000 | $ 19,659,000 | $ 94,000 |
Products | As Filed | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | 16,137,000 | 24,446,000 | ||
Total cost of goods and services | 10,504,000 | 16,147,000 | ||
Products | Restatement Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | (3,878,000) | (3,878,000) | ||
Total cost of goods and services | $ (2,043,000) | $ (2,043,000) |
Restatement of Previously Iss_5
Restatement of Previously Issued Unaudited Financial Statements - Cash Flow Statement (Details) - USD ($) $ in Thousands | Jun. 09, 2021 | Apr. 27, 2021 | Mar. 26, 2021 | Jan. 25, 2021 | Nov. 20, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating activities: | |||||||||
Net loss | $ 30,988 | $ (4,829) | $ (340,897) | $ (2,186) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 9,701 | 16,768 | 321 | ||||||
Amortization of debt issuance costs and discount on convertible debt | 5,398 | 8,882 | 0 | ||||||
Stock-based compensation | 410 | 1,048 | 0 | ||||||
Gain on extinguishment of debt | 0 | (151) | (151) | 0 | |||||
Loss from equity method investment | 0 | 561 | 561 | 80 | |||||
Gain on consolidation of equity method investment | 0 | (640) | (640) | 0 | |||||
Gain on fair value of warrant liabilities | (373) | (1,447) | (1,595) | 0 | |||||
Gain on fair value of convertible derivative | (49,885) | (49,885) | (53,846) | 0 | |||||
Loss on disposal of property and equipment | 80 | 876 | 0 | ||||||
Deferred income taxes | (1,274) | (2,502) | (622) | ||||||
Impairment of goodwill | 350 | ||||||||
Changes in operating assets and liabilities, net of effects of acquisitions: | |||||||||
Accounts receivable | (27,550) | (26,747) | (1,955) | ||||||
Inventories | (326) | 200 | (17) | ||||||
Prepaid expenses and other current assets | (1,050) | (6,909) | (460) | ||||||
Accounts payable and accrued expenses | 16,467 | 23,019 | 3,332 | ||||||
Income taxes payable | 886 | 65 | 673 | ||||||
Deferred revenue | 4,643 | 1,942 | (303) | ||||||
Due to related parties | 17 | 1 | 0 | ||||||
Other current liabilities | 230 | 561 | 0 | ||||||
Net cash used in operating activities | (48,409) | (62,817) | (1,139) | ||||||
Investing activities: | |||||||||
Purchases of property and equipment | (1,879) | (3,723) | 0 | ||||||
Due to related parties | 253 | 497 | 0 | ||||||
Net cash acquired in acquisition of businesses | 4,263 | 3,969 | 3,508 | ||||||
Net cash provided by investing activities | 2,637 | 743 | 3,508 | ||||||
Financing activities: | |||||||||
Proceeds from merger and recapitalization transaction | 83,435 | 83,909 | 0 | ||||||
Proceeds from convertible debt | 164,500 | 164,500 | 0 | ||||||
Repayments of debt | (23,307) | (42,645) | 0 | ||||||
Proceeds from Provider Relief Funds | (8,100) | 506 | 0 | ||||||
Payments of debt issuance costs | 506 | (8,100) | 0 | ||||||
Payments of seller notes | (99,207) | (99,207) | 0 | ||||||
Payments of capital lease obligations | (1,253) | (2,173) | 0 | ||||||
Net proceeds from exercise of common stock options | 319 | 319 | 0 | ||||||
Distribution to noncontrolling interest | (100) | ||||||||
Payment of amount due to member | (4,271) | (4,200) | 0 | ||||||
Net cash provided by financing activities | 112,522 | 135,871 | 0 | ||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (807) | 635 | 0 | ||||||
Net increase in cash, cash equivalents, and restricted cash | 65,943 | 74,432 | 2,369 | ||||||
Cash, cash equivalents, and restricted cash, beginning of period | 2,369 | 2,369 | 0 | ||||||
Cash, cash equivalents, and restricted cash, end of period | 68,312 | 68,312 | 76,801 | 2,369 | |||||
Supplemental cash flow information: | |||||||||
Cash paid for interest, net of amounts capitalized | 4,640 | 9,799 | 0 | ||||||
Cash paid for income taxes | 0 | ||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock for debt conversion | 1,879 | 1,879 | 0 | ||||||
Property and equipment acquired through capital lease and vendor financing arrangements | 1,047 | 3,469 | 0 | ||||||
Issuance of common stock and promissory note to consummate business combination | 0 | 57,294 | |||||||
Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||
Cash and cash equivalents | 67,877 | 67,877 | 58,192 | 1,839 | |||||
Restricted cash | 435 | 435 | 18,609 | 530 | |||||
Total cash, cash equivalents, and restricted cash | 68,312 | 68,312 | 76,801 | 2,369 | |||||
As Filed | |||||||||
Operating activities: | |||||||||
Net loss | 32,823 | (2,994) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 9,701 | ||||||||
Amortization of debt issuance costs and discount on convertible debt | 5,398 | ||||||||
Stock-based compensation | 410 | ||||||||
Gain on extinguishment of debt | 0 | (151) | |||||||
Loss from equity method investment | 0 | 561 | |||||||
Gain on consolidation of equity method investment | 0 | (640) | |||||||
Gain on fair value of warrant liabilities | (373) | (1,447) | |||||||
Gain on fair value of convertible derivative | (49,885) | (49,885) | |||||||
Loss on disposal of property and equipment | 80 | ||||||||
Deferred income taxes | (1,274) | ||||||||
Impairment of goodwill | 350 | ||||||||
Changes in operating assets and liabilities, net of effects of acquisitions: | |||||||||
Accounts receivable | (31,428) | ||||||||
Inventories | (326) | ||||||||
Prepaid expenses and other current assets | (1,050) | ||||||||
Accounts payable and accrued expenses | 18,510 | ||||||||
Income taxes payable | 886 | ||||||||
Deferred revenue | 4,643 | ||||||||
Due to related parties | 17 | ||||||||
Other current liabilities | 230 | ||||||||
Net cash used in operating activities | (48,409) | ||||||||
Investing activities: | |||||||||
Purchases of property and equipment | (1,879) | ||||||||
Due to related parties | 253 | ||||||||
Net cash acquired in acquisition of businesses | 4,263 | ||||||||
Net cash provided by investing activities | 2,637 | ||||||||
Financing activities: | |||||||||
Proceeds from merger and recapitalization transaction | 83,435 | ||||||||
Proceeds from convertible debt | 164,500 | ||||||||
Repayments of debt | (23,307) | ||||||||
Proceeds from Provider Relief Funds | (8,100) | ||||||||
Payments of debt issuance costs | 506 | ||||||||
Payments of seller notes | (99,207) | ||||||||
Payments of capital lease obligations | (1,253) | ||||||||
Net proceeds from exercise of common stock options | 319 | ||||||||
Distribution to noncontrolling interest | (100) | ||||||||
Payment of amount due to member | (4,271) | ||||||||
Net cash provided by financing activities | 112,522 | ||||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (807) | ||||||||
Net increase in cash, cash equivalents, and restricted cash | 65,943 | ||||||||
Cash, cash equivalents, and restricted cash, beginning of period | 2,369 | 2,369 | |||||||
Cash, cash equivalents, and restricted cash, end of period | 68,312 | 68,312 | 2,369 | ||||||
Supplemental cash flow information: | |||||||||
Cash paid for interest, net of amounts capitalized | 4,640 | ||||||||
Cash paid for income taxes | 0 | ||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock for debt conversion | 1,879 | ||||||||
Property and equipment acquired through capital lease and vendor financing arrangements | 1,047 | ||||||||
Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||
Cash and cash equivalents | 67,877 | 67,877 | |||||||
Restricted cash | 435 | 435 | |||||||
Total cash, cash equivalents, and restricted cash | 68,312 | 68,312 | 2,369 | ||||||
Restatement Adjustments | |||||||||
Operating activities: | |||||||||
Net loss | (1,835) | (1,835) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 0 | ||||||||
Amortization of debt issuance costs and discount on convertible debt | 0 | ||||||||
Stock-based compensation | 0 | ||||||||
Gain on extinguishment of debt | 0 | ||||||||
Loss from equity method investment | 0 | ||||||||
Gain on consolidation of equity method investment | 0 | ||||||||
Gain on fair value of warrant liabilities | 0 | ||||||||
Gain on fair value of convertible derivative | 0 | ||||||||
Loss on disposal of property and equipment | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Impairment of goodwill | 0 | ||||||||
Changes in operating assets and liabilities, net of effects of acquisitions: | |||||||||
Accounts receivable | 3,878 | ||||||||
Inventories | 0 | ||||||||
Prepaid expenses and other current assets | 0 | ||||||||
Accounts payable and accrued expenses | (2,043) | ||||||||
Income taxes payable | 0 | ||||||||
Deferred revenue | 0 | ||||||||
Due to related parties | 0 | ||||||||
Other current liabilities | 0 | ||||||||
Net cash used in operating activities | 0 | ||||||||
Investing activities: | |||||||||
Purchases of property and equipment | 0 | ||||||||
Due to related parties | 0 | ||||||||
Net cash acquired in acquisition of businesses | 0 | ||||||||
Net cash provided by investing activities | 0 | ||||||||
Financing activities: | |||||||||
Proceeds from merger and recapitalization transaction | 0 | ||||||||
Proceeds from convertible debt | 0 | ||||||||
Repayments of debt | 0 | ||||||||
Proceeds from Provider Relief Funds | 0 | ||||||||
Payments of debt issuance costs | 0 | ||||||||
Payments of seller notes | 0 | ||||||||
Payments of capital lease obligations | 0 | ||||||||
Net proceeds from exercise of common stock options | 0 | ||||||||
Distribution to noncontrolling interest | 0 | ||||||||
Payment of amount due to member | 0 | ||||||||
Net cash provided by financing activities | 0 | ||||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | ||||||||
Net increase in cash, cash equivalents, and restricted cash | 0 | ||||||||
Cash, cash equivalents, and restricted cash, beginning of period | 0 | 0 | |||||||
Cash, cash equivalents, and restricted cash, end of period | 0 | 0 | 0 | ||||||
Supplemental cash flow information: | |||||||||
Cash paid for interest, net of amounts capitalized | 0 | ||||||||
Cash paid for income taxes | 0 | ||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock for debt conversion | 0 | ||||||||
Property and equipment acquired through capital lease and vendor financing arrangements | 0 | ||||||||
Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Restricted cash | 0 | 0 | |||||||
Total cash, cash equivalents, and restricted cash | $ 0 | 0 | 0 | ||||||
TTC | |||||||||
Investing activities: | |||||||||
Net cash acquired in acquisition of businesses | $ 2,400 | ||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 34,954 | 48,233 | 0 | ||||||
TTC | As Filed | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 34,954 | ||||||||
TTC | Restatement Adjustments | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 0 | ||||||||
Glocal | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Gain on consolidation of equity method investment | $ (600) | ||||||||
Investing activities: | |||||||||
Net cash acquired in acquisition of businesses | $ 400 | ||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 110,122 | 132,122 | 0 | ||||||
Glocal | As Filed | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 110,122 | ||||||||
Glocal | Restatement Adjustments | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 0 | ||||||||
Innovations Group | |||||||||
Investing activities: | |||||||||
Net cash acquired in acquisition of businesses | $ 300 | ||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 157,878 | 170,378 | 0 | ||||||
Innovations Group | As Filed | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 157,878 | ||||||||
Innovations Group | Restatement Adjustments | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 0 | ||||||||
Cloudbreak | |||||||||
Investing activities: | |||||||||
Net cash acquired in acquisition of businesses | $ 900 | ||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 106,298 | $ 106,298 | $ 0 | ||||||
Cloudbreak | As Filed | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | 106,298 | ||||||||
Cloudbreak | Restatement Adjustments | |||||||||
Non-cash investing and financing activity: | |||||||||
Issuance of common stock and promissory note to consummate business combination | $ 0 |