UpHealth (UPHL) 10-Q 12 Aug 21 2021 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 12, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-38924
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 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 Common Stock, Shares Outstanding		117,604,610
Entity Central Index Key	0001770141
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
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

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 98,116	$ 1,839
Restricted cash	586	530
Accounts receivable, net	40,636	6,703
Inventories	3,208	117
Due from related parties	13	0
Prepaid expenses and other current assets	7,060	3,501
Total current assets	149,619	12,690
Property and equipment, net	55,154	151
Intangible assets, net	123,463	27,782
Goodwill	567,952	164,194
Equity method investments	0	57,214
Deferred tax assets	0	335
Other assets	1,865	24
Total assets	898,053	262,390
Current Liabilities:
Accounts payable	8,232	2,680
Accrued expenses	33,764	8,482
Deferred revenue	6,572	397
Due to related party	57	70
Income taxes payable	902	673
Related-party long-term debt, current	670	39
Long-term debt, current	49,487	22,531
Derivative liability, current	38,598	0
Forward share purchase liability	17,123	0
Other current liabilities	1,048	0
Total current liabilities	156,453	34,872
Related-party long-term debt, noncurrent	0	381
Long-term debt, noncurrent	96,131	344
Deferred tax liabilities	24,582	6,072
Warrant liabilities, noncurrent	772	0
Derivative liability, noncurrent	23,225	0
Other long-term liabilities	2,773	0
Total liabilities	303,936	41,669
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding	0	0
Common stock, $0.0001 par value, 300,000 shares authorized; 117,605 issued and outstanding at June 30, 2021; 70,021 issued and outstanding at December 31, 2020	12	7
Additional paid-in capital	620,455	222,900
Accumulated deficit	(37,920)	(2,186)
Accumulated other comprehensive loss	(3,478)	0
Total UpHealth, Inc., stockholders’ equity	579,069	220,721
Noncontrolling interests	15,048	0
Total stockholders’ equity	594,117	220,721	[1]
Total liabilities and stockholders’ equity	$ 898,053	$ 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.

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholders’ Equity:
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)	117,604,610	70,021,000
Common stock, outstanding (in shares)	117,604,610	70,021,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Total revenue	$ 31,882,000	$ 0	$ 44,698,000	$ 0
Total cost of goods and services	20,281,000	0	26,416,000	0
Gross margin	11,601,000	0	18,282,000	0
Operating expenses
Sales and marketing	1,695,000	0	2,580,000	0
Research and development	872,000	0	2,630,000	0
General and administrative	8,974,000	336,000	12,254,000	539,000
Depreciation and amortization	2,966,000	0	3,870,000	0
Acquisition-related expenses	32,646,000	0	35,339,000	0
Total operating expenses	47,153,000	336,000	56,673,000	539,000
Loss from operations	(35,552,000)	(336,000)	(38,391,000)	(539,000)
Other income (expense)
Interest expense	(4,870,000)	0	(5,581,000)	0
Gain on consolidation of equity method investment	0	0	640,000	0
Gain on fair value of warrant liabilities	1,074,000	0	1,074,000	0
Gain on extinguishment of debt	151,000	0	151,000	0
Other expense, net, including interest income	(258,000)	0	(221,000)	0
Total other expense	(3,903,000)	0	(3,937,000)	0
Loss before income tax benefit	(39,455,000)	(336,000)	(42,328,000)	(539,000)
Income tax benefit	6,647,000	0	7,053,000	0
Net loss before loss from equity method investment	(32,808,000)	(336,000)	(35,275,000)	(539,000)
Loss from equity method investment	0	0	(561,000)	0
Net loss	(32,808,000)	(336,000)	(35,836,000)	(539,000)
Less: net loss attributable to noncontrolling interests	(24,000)	0	(102,000)	0
Net loss attributable to UpHealth, Inc.	$ (32,784,000)	$ (336,000)	$ (35,734,000)	$ (539,000)
Net loss per share attributable to UpHealth, Inc.:
Basic (in dollars per share)	$ (0.35)	$ (0.01)	$ (0.43)	$ (0.01)
Diluted (in dollars per share)	$ (0.35)	$ (0.01)	$ (0.43)	$ (0.01)
Weighted average shares outstanding:
Basic (in shares)	94,170	50,050	83,585	50,050
Diluted (in shares)	94,170	50,050	83,585	50,050
Services
Total revenue	$ 14,773,000	$ 0	$ 22,911,000	$ 0
Total cost of goods and services	9,381,000	0	14,102,000	0
Licenses and subscriptions
Total revenue	9,145,000	0	12,803,000	0
Total cost of goods and services	6,173,000	0	6,670,000	0
Products
Total revenue	7,964,000	0	8,984,000	0
Total cost of goods and services	$ 4,727,000	$ 0	$ 5,644,000	$ 0

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (32,808)	$ (336)	$ (35,836)	$ (539)
Foreign currency translation adjustments, net of tax	(2,319)	0	(3,478)	0
Comprehensive loss	(35,127)	(336)	(39,314)	(539)
Less: comprehensive loss attributable to noncontrolling interests	(24)	0	(102)	0
Comprehensive loss attributable to UpHealth, Inc.	$ (35,103)	$ (336)	$ (39,212)	$ (539)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands		Total	Common Stock		Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total UpHealth, Inc. Stockholders’ Equity	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2019	[1]		0
Beginning balance at Dec. 31, 2019	[1]	$ 0	$ 0		$ 0	$ 0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for formation (in shares)	[1]		50,050,000
Issuance of common stock for formation	[1]	0	$ 5		(5)
Net loss		(203)				(203)		(203)
Ending balance (in shares) at Mar. 31, 2020	[1]		50,050,000
Ending balance at Mar. 31, 2020	[1]	(203)	$ 5		(5)	(203)	0	(203)	0
Beginning balance (in shares) at Dec. 31, 2019	[1]		0
Beginning balance at Dec. 31, 2019	[1]	0	$ 0		0	0	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(539)
Foreign currency translation adjustments		0
Ending balance (in shares) at Jun. 30, 2020	[1]		50,050,000
Ending balance at Jun. 30, 2020	[1]	(539)	$ 5		(5)	(539)	0	(539)	0
Beginning balance (in shares) at Mar. 31, 2020	[1]		50,050,000
Beginning balance at Mar. 31, 2020	[1]	(203)	$ 5		(5)	(203)	0	(203)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(336)				(336)		(336)
Foreign currency translation adjustments		0
Ending balance (in shares) at Jun. 30, 2020	[1]		50,050,000
Ending balance at Jun. 30, 2020	[1]	$ (539)	$ 5		(5)	(539)	0	(539)	0
Beginning balance (in shares) at Dec. 31, 2020		70,021,000	70,021,000	[1]
Beginning balance 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 to consummate business combinations (in shares)	[1]		8,749,000
Issuance of common stock to consummate business combinations	[1]	104,798	$ 1		87,408			87,409	17,389
Net loss		(3,028)				(2,950)		(2,950)	(78)
Foreign currency translation adjustments		(1,159)					(1,159)	(1,159)
Ending balance (in shares) at Mar. 31, 2021	[1]		78,771,000
Ending balance at Mar. 31, 2021	[1]	$ 321,332	$ 8		310,308	(5,136)	(1,159)	304,021	17,311
Beginning balance (in shares) at Dec. 31, 2020		70,021,000	70,021,000	[1]
Beginning balance 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		(35,836)
Foreign currency translation adjustments		$ (3,478)
Ending balance (in shares) at Jun. 30, 2021		117,604,610	117,605,000
Ending balance at Jun. 30, 2021		$ 594,117	$ 12		620,455	(37,920)	(3,478)	579,069	15,048
Beginning balance (in shares) at Mar. 31, 2021	[1]		78,771,000
Beginning balance at Mar. 31, 2021	[1]	321,332	$ 8		310,308	(5,136)	(1,159)	304,021	17,311
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to consummate business combinations (in shares)			26,162,000
Issuance of common stock to consummate business combinations		241,348	$ 3		243,584			243,587	(2,239)
Merger recapitalization (in shares)			9,471,000
Merger recapitalization		54,605	$ 1		54,604			54,605
PIPE common stock issuance (in shares)			3,000,000
PIPE common stock issuance		27,079			27,079			27,079
Forward share repurchase agreement (in shares)			0
Forward share repurchase agreement		(17,000)			(17,000)			(17,000)
Issuance of common stock for debt conversion (in shares)			200,000
Issuance of common stock for debt conversion		1,879			1,879			1,879
Net loss		(32,808)				(32,784)		(32,784)	(24)
Foreign currency translation adjustments		$ (2,319)					(2,319)	(2,319)
Ending balance (in shares) at Jun. 30, 2021		117,604,610	117,605,000
Ending balance at Jun. 30, 2021		$ 594,117	$ 12		$ 620,455	$ (37,920)	$ (3,478)	$ 579,069	$ 15,048
[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.

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities:
Net loss	$ (35,836)	$ (539)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,353	0
Amortization of debt issuance costs and discount on convertible debt	1,913	0
Gain on extinguishment of debt	(151)	0
Loss from equity method investment	561	0
Gain on consolidation of equity method investment	(640)	0
Gain on fair value of warrant liabilities	(1,074)	0
Loss on disposal of property and equipment	78	0
Deferred income taxes	(7,262)	0
Other	(271)	0
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(21,000)	0
Inventories	(80)	0
Prepaid expenses and other current assets	5	0
Accounts payable and accrued expenses	15,592	539
Income taxes payable	200	0
Deferred revenue	5,877	0
Proceeds from Provider Relief Funds	506	0
Due to (from) related parties	28	0
Other current liabilities	(27)	0
Net cash used in operating activities	(37,228)	0
Investing activities:
Purchases of property and equipment	(669)	0
Due to (from) related parties	265	0
Net cash acquired in acquisition of businesses	4,263	0
Net cash acquired in acquisition of businesses	3,859	0
Financing activities:
Proceeds from merger and recapitalization transaction	83,435	0
Proceeds from convertible debt	164,500	0
Repayments of debt	(17,333)	0
Payments of debt issuance costs	(8,100)	0
Payments of seller notes	(88,056)
Payments of capital lease obligations	(275)	0
Distribution to noncontrolling interest	(100)	0
Payments of amount due to member	(4,270)	0
Net cash provided by financing activities	129,801	0
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(99)	0
Net increase in cash, cash equivalents, and restricted cash	96,333	0
Cash, cash equivalents, and restricted cash, beginning of period	2,369	0
Cash, cash equivalents, and restricted cash, end of period	98,702	0
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	233	0
Cash paid for income taxes	0	0
Issuance of common stock for debt conversion	1,879	0
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	98,116	0
Restricted cash	586	0
Total cash, cash equivalents, and restricted cash:	98,702	0
TTC
Issuance of common stock and promissory note to consummate business combination	43,306	0
Glocal
Issuance of common stock	110,421	0
Innovations Group
Issuance of common stock and promissory note to consummate business combination	160,378	0
Cloudbreak
Issuance of common stock and promissory note to consummate business combination	$ 106,284	$ 0

Organization and Business

Organization and Business	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business UpHealth, Inc. UpHealth, Inc. ("UpHealth," “we,” “us,” “our,” 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. UpHealth Holdings merged with UpHealth Services, Inc. ("UpHealth Services") on October 26, 2020 with UpHealth Holdings deemed the surviving corporation. UpHealth Services' pre-merger financial statements are now UpHealth Holdings' pre-merger financial statements and are reflected in the three and six months ended June 30, 2020. UpHealth Services was incorporated in Illinois on November 5, 2019; operations effectively began January 1, 2020 and continued through its October 2020 merger with UpHealth Holdings. 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, UpHealth Holdings completed the acquisition of Behavioral Health Services, LLC (“BHS”), a Missouri limited liability company and a 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 gain on consolidation of equity method investment in the condensed consolidated statement of operations for the three months ended March 31, 2021. Subsequent to March 31, 2021, UpHealth Holdings acquired an additional 2.8% of Glocal in a step-acquisition, bringing our total ownership to 92.2% . 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed 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 Securities and Exchange Commission (the “SEC”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. The condensed consolidated balance sheet as of December 31, 2020 has been derived from our audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the period ended December 31, 2020. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of UpHealth and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We follow 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. One of our consolidated subsidiaries is the primary beneficiary of a real estate VIE since it absorbs a majority of the VIE’s expected losses and receives a majority of its expected residual returns. The VIE was formed for the purpose of acquiring and holding real estate. The VIE’s sole activity is to lease the real estate to our subsidiary. At June 30, 2021, the VIE had total assets of $4.5 million and total liabilities of $4.1 million. For the three month ended June 30, 2021, revenues of $0.1 million were eliminated in consolidation. For the three months ended June 30, 2021, expenses were $25 thousand, primarily for interest and depreciation. Creditors and beneficial holders of the VIE have no recourse to the assets or general credit of our subsidiary. 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 condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • the fair value of assets acquired and liabilities assumed for business combinations; • the fair value of derivatives and warrants; • the fair value of stock awards issued; • the standalone selling price (“SSP”) of performance obligations for revenue contracts with multiple performance obligations; • the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions; and • the identification and estimated economic lives of intangible assets. 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 condensed consolidated statements of operations. The net cumulative translation adjustment is reported in accumulated other comprehensive income (loss), net of tax, in the condensed 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 condensed 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 June 30, 2021, TTC had restricted cash totaling $0.5 million, representing collateral with a bank for ACHs and corporate credit cards. At December 30, 2020, Thrasys had restricted cash totaling $0.5 million, representing an escrow account containing the balance of its Paycheck Protection Program (“PPP”) loan. The PPP loan was forgiven and the restricted cash returned to Thrasys in the three months ended June 30, 2021. Receivable 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 June 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For medical services provided through our behavioral health 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. At June 30, 2021 and December 31, 2020, the allowance for contractual adjustments was $0.7 million and $1.0 million, respectively. 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 services, accounts receivable are recorded at net invoice amount from patients, most of whom are insured under third-party payor agreements. For compounded and customized medications, substantially all accounts receivable are paid by credit card at the time of shipment. At June 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For the three months ended June 30, 2021, one customer accounted for approximately 24% of total revenues, and for the six months ended June 30, 2021, one customer accounted for approximately 24% of total revenues. At June 30, 2021, one customer accounted for approximately 31% of total accounts receivable, and at December 31, 2020, two customers accounted for approximately 47% and 27% of total accounts receivable. Inventories Inventories primarily consist of stock of digital dispensaries, 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 computed using the weighted average cost 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 condensed 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 condensed 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 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 condensed 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 for hosting, which consists primarily of personnel costs. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. 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 during the three and six months ended June 30, 2021. 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. No impairment charge was recognized during the three and six months ended June 30, 2021. 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 warrants for shares of our common stock that are not indexed to our own stock as liabilities at fair value on the condensed 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 condensed 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 condensed consolidated balance sheet. 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 monthly, quarterly, or in installments. 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 condensed 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 service revenues primarily through the provision of HIPAA-compliant medical information technology 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 – SaaS internet hosting, licenses, and subscriptions Software license revenue is recognized based on whether or not the license constitutes a distinct performance obligation. If the license can be separated from the rest of the 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 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. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met and whether payments have been made ahead of the hosting services provided. Our subscription service arrangements are noncancellable and do not contain refund-type provisions. • 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, set-up fees, and configuration fees are recognized as the services are completed • Services – Medical and behavioral services provided through our hospitals 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 three and six months ended June 30, 2021. • 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 My Accessible Real-Time Trusted Interpreter ("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. Often, the pricing bundle may also include medical language interpretation 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. Product Revenues We derive product sales from sales of products through our digital pharmacy operations. Our product 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. 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. 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. Grants Since there is no authoritative GAAP governing grant recognition, measurement, and presentation, International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”) is incorporated as the governing guidance. It states that economic benefits of government grants shall not be recognized until there is reasonable assurance that the entity will comply with the conditions attaching to them and the grants will be received. We recognize grants if we are reasonably assured we will be able to comply with the conditions specified in the grant agreement and the government will have the ability to pay the amounts due under the grant. Government grants and subsidies received towards specific property and equipment (“PE”) acquisitions reduce the historical basis of the concerned PE. Grant subsidies received during the year towards revenue and related expenses have been recorded as other income in the condensed consolidated statements of operations. We have evaluated the classification and presentation for grant agreements and have elected to treat non-reimbursable grants as a grant receivable, earned over the life of the underlying agreement, with the offsetting credit to other income in the condensed consolidated statements of operations. Periodic cash received relieves the grant receivable. Cost of Goods and Services (“COGS”) Cost of goods and services 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, and an appropriately allocated portion of indirect overhead. Direct labor is the direct provision of activities to manufacture or provide a good or service. Indirect overhead costs include allocable costs, such as facilities, information technology, and depreciation costs, and ancillary costs, such as freight, delivery, non-sales and non-income taxes, and insurance. The cost of services sold for discrete information technology 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 allocation of facilities, information technology, and depreciation costs. The cost of services sold for SaaS includes all the accumulated costs of providing a hybrid cloud-based hosting arrangement. 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 condensed consolidated statements of operations. Research and Development Costs Research and development costs are expensed as incurred and were $0.9 million and $2.6 million for the three and six months ended June 30, 2021, respectively. There were no research and development costs incurred for the three and six months ended June 30, 2020. Advertising, Marketing, and Promotion Expenses Advertising, marketing, and promotion costs are expensed as incurred. Advertising expense was $1.1 million and $1.7 million for the three and six months ended June 30, 2021, respectively, and are included within sales and marketing expenses in the condensed consolidated statements of operations. There were no sales and marketing expenses incurred for the three and six months ended June 30, 2020. 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. New Accounting Pronouncements Not Yet Adopted In May 2021, the Financial Accounting Standards Board (“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 af

Business Combinations

Business Combinations	6 Months Ended
	Jun. 30, 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 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. We expect to finalize the valuations and complete the purchase price allocations as soon as practicable, but no later than one year from each acquisition date. In addition, we have not finalized our evaluation of allocating goodwill to reporting units. In evaluating whether new information obtained meets the criteria for adjusting provisional amounts, management must consider all relevant factors. Relevant factors include: • 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. 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. Merger with UpHealth Services On October 26, 2020, UpHealth Holdings entered into a merger agreement with UpHealth Services whereby UpHealth Holdings was deemed the surviving entity. All shares of UpHealth Services were exchanged for outstanding common stock in 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). 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 preliminary 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 subject to reevaluation during the measurement period. (In thousands) As Measurement As of 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 145,036 (3,052) 148,088 Total assets acquired 179,523 (3,052) 182,575 Accounts payable 1,779 — 1,779 Accrued expenses and other current liabilities 5,322 — 5,322 Debt 430 (531) 961 Deferred tax liabilities 6,378 — 6,378 Deferred revenue 700 — 700 Total liabilities assumed 14,609 (531) 15,140 Net assets acquired $ 164,914 $ (2,521) $ 167,435 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. The acquired intangible assets from Thrasys and their related estimated useful lives consisted 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 10 Definite-lived intangible assets—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 brings additional medical synergies to our consolidated digital healthcare offerings. 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 not deductible for tax purposes. The following table sets forth the preliminary 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 subject to reevaluation during the measurement period. (In thousands) As of Measurement As of 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 16,344 238 16,106 Total assets acquired 18,042 238 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 847 421 426 Debt 1,234 — 1,234 Total liabilities assumed 2,455 421 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 decrease in net assets acquired and goodwill of $0.2 million. The acquired intangible assets from BHS and their related estimated useful lives consisted 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. 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 preliminary 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 subject to reevaluation during the measurement period. (In thousands) As Measurement As of January Accounts receivable $ 1,773 $ — $ 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 57,921 347 57,574 Total assets acquired 61,818 347 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 11,217 (1,283) 12,500 Deferred tax liabilities 474 — 474 Total liabilities assumed 17,118 1,524 15,594 Net assets acquired $ 44,700 $ (1,177) $ 45,877 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 decrease in net assets acquired and goodwill of $1.2 million. 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 89.4%. The acquisition resulted in our ownership exceeding 50.0%, requiring consolidation of Glocal as of March 26, 2021. On May 14, 2021 and June 21, 2021, UpHealth Holdings completed the acquisition of an additional 1.0% and 1.8% of Glocal, respectively , bringing our total ownership to 92.2% as of June 30, 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 medical synergies to our global telemedicine offerings. 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 June 30, Measurement Period Adjustments As of March 26, Accounts receivable, net $ 6,461 $ — $ 6,461 Inventories 326 — 326 Identifiable intangible assets 38,039 — 38,039 Property, equipment, and work in progress 40,726 — 40,726 Other current assets, including short term advances 1,980 — 1,980 Other noncurrent assets, including long term advances 509 — 509 Goodwill 95,913 4,042 91,871 Total assets acquired 183,954 4,042 179,912 Accounts payable 579 — 579 Accrued expenses and other current liabilities 8,271 — 8,271 Deferred tax liability 9,890 9,890 — Debt 22,212 — 22,212 Noncontrolling interest 17,389 — 17,389 Total liabilities assumed and noncontrolling interest 58,341 9,890 48,451 Net assets acquired $ 125,613 $ (5,848) $ 131,461 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 decrease in net assets acquired and goodwill of $5.8 million. 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 8.5 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 $0.6 million . The acquisition adds the digital pharmacy segment to our operations. 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 preliminary 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 subject to reevaluation during the measurement period. (In thousands) As Accounts receivable $ 47 Inventories 2,693 Prepaid expenses and other 530 Identifiable intangible assets 28,325 Property and equipment 7,937 Other assets 22 Goodwill 143,730 Total assets acquired 183,284 Accounts payable 472 Accrued expenses and other current liabilities 780 Deferred revenue 302 Deferred tax liability 7,837 Debt 4,069 Total liabilities assumed 13,460 Net assets acquired $ 169,824 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 17 Total fair value of identifiable intangible assets $ 28,325 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 global telemedicine offerings. 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 not deductible for tax purposes. The following table sets forth the preliminary 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 Accounts receivable $ 4,810 Prepaid expenses and other 921 Identifiable intangible assets 32,475 Property and equipment 6,882 Other assets 1,042 Goodwill 110,968 Total assets acquired 157,098 Accounts payable 2,518 Accrued expenses and other current liabilities 905 Deferred revenue 15 Deferred tax liability 7,906 Debt 3,752 Total liabilities assumed 15,096 Net assets acquired $ 142,002 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 15 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 will comprise 75% of the ongoing operations of the combined entity, UpHealth Holdings will control a majority of the governing body of the combined company, and UpHealth Holdings' senior management will comprise 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 three and six months ended June 30, 2021, we have incurred $32.6 million and $35.3 million , 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-related expenses in the condensed consolidated statements of operations. Combined Pro Forma Results for the Three and Six Months Ended June 30, 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: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Pro Forma Revenues $ 39,171 $ 28,293 $ 69,778 $ 59,468 Net loss $ (37,052) $ (2,549) $ (43,627) $ (2,008) Basic earnings per share $ (0.39) $ (0.05) $ (0.52) $ (0.04) Diluted earnings per share $ (0.39) $ (0.05) $ (0.52) $ (0.04) Measurement period adjustments in the condensed consolidated financial statements will be disclosed in accordance with ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment consisted of the following: (In thousands) June 30, 2021 December 31, 2020 Land $ 16,210 $ — Buildings 21,547 — Leasehold improvements 3,252 — Medical and surgical equipment 2,704 — Electrical and other equipment 494 73 Computer equipment, furniture and fixtures 7,980 33 Vehicles 164 48 Construction in progress 3,816 — 56,167 154 Accumulated depreciation and amortization (1,013) (3) Total property and equipment, net $ 55,154 $ 151 Depreciation expense was $0.9 million and none for the three months ended June 30, 2021 and 2020, respectively, and $1.0 million and zero for the six months ended June 30, 2021 and 2020, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets The changes in the carrying amount of goodwill consisted of the following: (In thousands) Goodwill Balance at December 31, 2020 $ 164,194 Business acquisition of TTC 57,574 Measurement period adjustment—TTC 347 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 4,042 Measurement period adjustment—BHS 238 Measurement period adjustment—Thrasys (3,052) Business acquisition of Innovations 143,730 Business acquisition of Cloudbreak 110,968 Foreign exchange (1,960) Balance at June 30, 2021 $ 567,952 The changes in carrying amounts of intangible assets consisted of the following: (In thousands) Trade Technology Customer Total December 31, 2020 $ 7,065 $ 10,705 $ 10,012 $ 27,782 Additions 25,025 51,939 23,000 99,964 Amortization (792) (2,037) (683) (3,512) Foreign exchange — (771) — (771) June 30, 2021 $ 31,298 $ 59,836 $ 32,329 $ 123,463 The estimated useful lives of trade names are 3-15 years, the estimated useful life of technology and intellectual property is 5-10 years, and the estimated useful life of customer relationships is 10-17 years. Amortization expense was $2.7 million and none for the three months ended June 30, 2021 and 2020, respectively. Amortization expense was $3.5 million and none for the six months ended June 30, 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 Technology Customer Total Remaining 2021 $ 1,550 $ 4,032 $ 1,472 $ 7,054 2022 3,100 8,063 2,945 14,108 2023 3,092 8,063 2,945 14,100 2024 2,674 8,063 2,945 13,682 2025 2,650 8,063 2,945 13,658 Thereafter 18,232 23,552 19,077 60,861 $ 31,298 $ 59,836 $ 32,329 $ 123,463

Investments in Unconsolidated E

Investments in Unconsolidated Entities	6 Months Ended
	Jun. 30, 2021
Equity Method Investments and Joint Ventures [Abstract]
Investments in Unconsolidated Entities	Investment in Unconsolidated EntitiesOn 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 condensed 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 and June 21, 2021 UpHealth Holdings completed the acquisition of an additional 1.0% and 1.8% of Glocal, respectively, bringing our total ownership to 92.2% as of June 30, 2021. See Note 3, Business Combinations , for further information.

Accrued Expenses

Accrued Expenses	6 Months Ended
	Jun. 30, 2021
Payables and Accruals [Abstract]
Accrued Expenses	Accrued Expenses Accrued expenses consisted of the following: (In thousands) June 30, 2021 December 31, 2020 Accrued professional fees $ 13,705 $ 4,246 Accrued software licenses 6,091 691 Accrued interest on debt 6,781 142 Accrued payroll and bonuses 2,878 1,545 Accrued taxes in connection with shareholder distribution 1,493 1,493 Other accruals 2,816 365 Total accrued expenses $ 33,764 $ 8,482

Debt

Debt	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Debt	Debt Debt consisted of the following: (In thousands) June 30, 2021 December 31, 2020 Convertible notes $ 160,000 $ — Other debt facilities (various maturities and interest rates) 23,147 — Paycheck Protection Program loans 1,015 1,545 Provider Relief Funds 735 230 Seller notes 29,831 21,100 Total debt 214,728 22,875 Less: unamortized original issue discount and derivative liability (69,110) — Total debt, net of unamortized original issued discount and derivative liability 145,618 22,875 Less: current portion of debt (49,487) (22,531) Noncurrent portion of debt $ 96,131 $ 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 June 30, 2021, the fair value of the derivative was $61.8 million, of which $38.6 million was included in derivative liability, current, and $23.2 million was included in derivative liability, noncurrent, in the condensed consolidated balance sheet. Total interest expense for the three and six months ended was $1.4 million, of which $0.6 million related to contractual interest expense, $0.7 million related to derivative accretion, and $0.1 million related to debt issuance costs amortization. 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 is not consummated by October 9, 2022, the interest rate on the 2026 Notes will increase 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 is not consummated by (a) April 9, 2023, (b) October 9, 2023 or (c) April 9, 2024, the interest rate on the 2026 Notes will increase 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 shall not exceed 10.25% per annum, and if the Equity Offering is consummated by us prior to any of the above referenced dates, there will be no increase in the interest rate on the 2026 Notes beyond the rate in effect at such time of consummation of the Equity Offering. 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. Other Debt Facilities Glocal’s debt facilities include INR-denominated term loans with an aggregate carrying value of $19.1 million (or INR 1.4 billion) as of June 30, 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 with maturity dates extending to March 31, 2025. The loans are secured by mortgages on real property and personal guarantee of two Glocal Directors. The loans bear interest rates between 11.15%% up to 16.25% per annum. At June 30, 2021 accrued interest on Glocal's debt facilities was $5.7 million and is included in accrued expenses in the condensed consolidated balance sheet. For the three months ended June 30, 2021 interest expense was $0.5 million. Prior to our acquisition of Glocal, it had been negotiating with its banks to restructure the payment terms of some of the debt facilities above; however, due to the impact of the COVID-19 pandemic, there has been a delay in approvals from the banks. The term loans are classified in long-term debt, current, in the condensed consolidated balance sheet due to their default status while negotiations continue. We belief that no penal interest will be charged by the banks and hence no additional provision has been recognized in the condensed consolidate statement of operations, other than the accrued interest discussed above. We expect to be able to restructure Glocal's debt by the end of 2021. In March 2018, a VIE of one of our subsidiaries entered into a fifteen-year, 5.12% real estate loan secured by a deed on the real estate. The loan proceeds of $3.4 million were used to purchase the building used for our subsidiary’s headquarters. Monthly principal and interest payments are $20 thousand, plus an estimated lump sum payment of approximately $1.9 million due at maturity on March 23, 2033. At June 30, 2021 the outstanding balance of the loan was $3.2 million. In March 2020, the VIE discussed above, also entered into a ten year, 3.09% real estate loan secured by a second trust deed on the real estate. The loan proceeds of $0.9 million were used for the purpose of financing the additions to the building during 2019. Monthly payments of principal and interest are $5 thousand, plus an estimated lump sum payment of approximately $0.5 million at maturity on March 11, 2030. At June 30, 2021, the outstanding balance of the loan was $0.9 million. At June 30, 2021, for both of the real estate loans discussed above, accrued interest was $6 thousand and for the three months ended June 30, 2021, interest expense was $48 thousand. 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 (expense), 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 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 (expense), net, including interest income, in the condensed 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. There can be no assurance that any portion of the PPP loan will be forgiven. In the event that the lender and SBA determine that all or a portion of the PPP loan is not forgivable, the subsidiary will be required to remit payments of $0.6 million in 2021 and $0.4 million in 2022. The balance is classified as a current liability due to uncertainty regarding the subsidiary’s eligibility for the loan. 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 (“PFR”) 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 PFR proceeds aggregating $0.2 million, and in January 2021, another subsidiary received PFR proceeds aggregating $0.5 million. The PFR 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 June 30, 2021, the subsidiaries have recognized no patient care lost revenue in the condensed consolidated statements of operations. The subsidiaries have $0.2 million and $0.5 million, respectively, recorded within current portion of long-term debt in the condensed consolidated balance sheets as both subsidiaries have asserted they have not yet met all of the terms and conditions and restrictions for the CARES Act relative to these funds as of June 30, 2021. 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. Related Party Debt One of our subsidiaries has notes payable to related parties totaling $0.7 million and $0.4 million at June 30, 2021 and December 31, 2020, respectively. The notes bear interest at rates ranging from 0.14% to 3.50% per annum. Notes totaling $0.6 million are payable in eight quarterly installments starting from October 1, 2022, or upon a liquidity event, as defined in the note agreement, and a note totaling $39 thousand was payable on June 30, 2021. The accrued interest payable was $18 thousand and $9 thousand at June 30, 2021 and December 31, 2020, respectively, and is included in accrued expenses in the condensed 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. At June 30, 2021 and December 31, 2020, seller notes totaled $29.8 million and $21.1 million, respectively. In August 2021, the maturity date for $18.7 million of the seller notes was deferred to September 2022. The remaining seller notes mature in August 2021. The accrued interest payable was $0.3 million and $0.1 million at June 30, 2021 and December 31, 2020, respectively, and is included in accrued expenses in the condensed consolidated balance sheets. Interest expense was $0.4 million and $0.8 million for the three and six months ended June 30, 2021, 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 June 30, 2021, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) Remaining 2021 $ 49,428 2022 120 2023 126 2024 131 2025 137 Thereafter $ 164,786 Total $ 214,728

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 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 June 30, 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: June 30, 2021 (In thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 61,823 $ 61,823 Warrant liability $ — $ 772 $ — $ 772 $ — $ 772 $ 61,823 $ 62,595 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 June 30, 2021, the fair value of the derivative was $61.8 million, of which $38.6 million was included in derivative liability, current, and $23.2 million was included in derivative liability, noncurrent in the condensed consolidated balance sheet. 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: June 30, 2021 Stock price $9.93 Volatility 68.0% Risk free rate 0.75% Exercise price $10.65 Expected life (in years) 5.02 Conversion periods 2-5 years Future share price $0.01-$151.53 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 June 30, 2021, the fair value of the Private Placement Warrants and the PIPE Warrants was determined to be $0.89 per warrant, totaling $0.5 million and $0.3 million respectively, and are included in warrant liabilities in the condensed consolidated balance sheet. During the three and six months ended June 30, 2021, we recorded a $0.1 million loss due to the fair value changes in the Private Placement Warrants, and during the three and six months ended June 30, 2021, we recorded a $1.2 million gain due to the fair value changes in the PIPE Warrants, and is included in gain (loss) in fair value of warrant liabilities in the condensed consolidated statement of operations. The fair value of the Private Placement Warrants and PIPE Warrants is considered a Level 1 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 three and six months ended June 30, 2021.

Capital Structure

Capital Structure	6 Months Ended
	Jun. 30, 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. Common Stock Our Second Amended and Restated Certificate of Incorporation, authorizes the issuance of 300,000,000 shares of common stock, par value of $0.0001. Immediately following the closing of the Business Combinations, and as of June 30, 2021, there were 117,604,610 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. 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 June 30, 2021, there were no shares of preferred stock outstanding. 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 June 30, 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 June 30, 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 condensed consolidated balance sheets, due to their redemption characteristics, with changes in fair value recognized as a component of other income (expense) in the condensed consolidated statements of operations. At June 30, 2021, the fair value of the Private Placement Warrants was $0.5 million, which is included in warrant liabilities in the condensed consolidated bala nce sheet. During the three and six months ended June 30, 2021, we recorded a $(0.1) million loss due to the fair value changes in the Private Placement Warrants, which is included in gain (loss) in fair value of warrant liabilities in the condensed 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 condensed 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 condensed consolidated statements of operations. At June 30, 2021, the fair value of the PIPE Warrants was $0.3 million, which is included in warrant liabilities in the condensed consolidated balance sheet. During the three and six months ended June 30, 2021, we recorded a $1.2 million gain due to the fair value changes in the PIPE Warrants, which is included in gain (loss) in fair value of warrant liabilities in the condensed 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. 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 condensed consolidated balance sheet 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 $17.1 million. 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. Additionally, u nder the terms of the merger agreement, we will grant 4,660,226 RSUs to two officers of Thrasys under the 2021 Equity Incentive Plan (the "2021 Incentive Plan"), upon the filing of a Form S-8 with the SEC, which occurred on August 12, 2021. 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 1,573,690 options, which were included in purchase consideration, and 134,690 unvested options, which are subject to continued vesting and will be recorded as stock-based compensation prospectively. Cloudbreak ceased granting awards under the Cloudbreak Plan. 2021 Equity Incentive Plan On June 4, 2021, the GigCapital2 stockholders considered and approved the 2021 Incentive Plan and reserved 16,420,813 shares of UpHealth common stock for issuance thereunder. The 2021 Incentive Plan was previously approved, subject to stockholder approval, by the Board of Directors of GigCapital2 on February 7, 2021. The 2021 Incentive Plan became effective immediately upon the closing of the Business Combinations. The number of shares of common stock reserved for issuance under the 2021 Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2022 and each anniversary thereof during the effectiveness of the 2021 Incentive Plan, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of Company Common Stock outstanding on such date, and (ii) such lesser number of shares as may be determined by the Company’s Board of Directors. During the three months ended June 30, 2021, there were no shares granted under the 2021 Incentive Plan. In conjunction with the approval of the 2021 Incentive Plan, the Company’s 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 the Company will generally use for grants under its 2021 Incentive Plan. 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 the Company. The Stock Option Agreement

Revenue

Revenue	6 Months Ended
	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Revenue	Revenue Disaggregation of Revenue Revenue by service offering consisted of the following: (In thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Services $ 14,773 $ 22,911 Licenses and subscriptions 9,145 12,803 Products 7,964 8,984 Total revenue $ 31,882 $ 44,698 Revenue by geography consisted of the following: (In thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Americas $ 20,126 $ 29,352 Europe 7,800 10,800 Asia 3,956 4,546 Total revenue $ 31,882 $ 44,698 Our revenue is entirely derived from the healthcare industry. Revenue recognized over-time was approximately 75% and 73% of total revenue during the three and six months ended June 30, 2021. Contract Assets There were no impairments of contract assets, consisting of unbilled receivables, during the six months ended June 30, 2021. The change in contract assets was as follows: (In thousands) Six Months Ended Unbilled receivables, beginning of period $ 3,536 Reclassifications to billed receivables (1,192) Revenues recognized in excess of period billings 9,783 Unbilled receivables, end of period $ 12,127 Contract Liabilities The change in contract liabilities, consisting of deferred revenue, was as follows: (In thousands) Six Months Ended Deferred revenue, beginning of period $ 397 Revenues recognized from balances held at the beginning of the period (397) Revenue deferred from period collections on unfulfilled performance obligations 6,572 Deferred revenue, end of period $ 6,572 Revenue recognized ratably over time is generally billed in advance and includes SaaS internet hosting, subscriptions, 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 0.6% and 0.9% of revenue recognized during the three and six months ended June 30, 2021, respectively, was from the deferred revenue balance existing as of December 31, 2020. Remaining Performance Obligations Remaining performance obligations consisted of the following at June 30, 2021: (In thousands) Total Remaining 2022 - 2024 Subscriptions $ 10,411 2,607 7,804 Licenses — — — SaaS and hosting 147 98 49 Program management and services — — — $ 10,558 2,705 7,853

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The CARES Act was enacted on March 27, 2020 in the United States. The CARES Act provided a substantial stimulus and assistance package intended to address the impact of the COVID-19 pandemic, including tax relief, government loans, grants, and investments. The CARES Act did not have a material impact on our income tax provision. For interim period reporting, we record income taxes using an estimated effective tax rate for the period, including the forecasted permanent tax differences, discrete items, and statutory rates in states in which we operate. At the end of each interim period, we update the estimated effective tax rate, and if the estimated tax rate changes based on new information, we make a cumulative adjustment in the period. We record the tax effect of an unusual or infrequently occurring item in the interim period in which it occurs as a discrete item of tax. The income tax benefit was $6.6 million and zero for the three months ended June 30, 2021 and 2020, respectively. The income tax benefit was $7.1 million and zero for the six months ended June 30, 2021 and 2020, respectively. The Internal Revenue Service (“IRS”) audited Thrasys’ 2008 and 2009 tax returns for the proper year of inclusion of approximately $15.0 million in 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 2021. 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 condensed consolidated balance sheets.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 30, 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. Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share data) 2021 2020 2021 2020 Numerator: Net loss attributable to UpHealth, Inc. $ (32,784) $ (336) $ (35,734) $ (539) Denominator: Weighted average shares outstanding (1) 94,170 50,050 83,585 50,050 Diluted effect of stock awards — — — — Weighted average shares outstanding assuming dilution 94,170 50,050 83,585 50,050 Net loss per share attributable to UpHealth, Inc.: Basic $ (0.35) $ (0.01) $ (0.43) $ (0.01) Diluted $ (0.35) $ (0.01) $ (0.43) $ (0.01) (1) The shares and earnings per share available to our common stock holders, prior to the Business Combinations, have been recasted 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.

Employee Benefit Plans

Employee Benefit Plans	6 Months Ended
	Jun. 30, 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, with the exception of union employees and employees acquired under a section 401(b)(6)(C) transaction. The plans provide for discretionary matching and profit-sharing contributions. For the three and six months ended June 30, 2021, 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 June 30, 2021, the unfunded status of the defined benefit plan was $85 thousand. For the six months ended June 30, 2021, the net periodic pension cost of the defined benefit plan was $5 thousand.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 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 approxima tely $0.1 million and $0.1 million for the three and six months ended June 30, 2021, respectively. Unpaid management fees were $42 thousand at June 30, 2021. The consulting firm noted in Note 8, Debt , is a related party throug h an officer of the Company, who is also a significant shareholder and a member of our board of directors. One of our subsidiaries has amounts due to related parties totaling $0.2 million at June 30, 2021. Amounts are noninterest-bearing, nonsecured and payable upon demand. See Note 8, Debt , for related party long-term debt. See Note 17, Commitments and Contingencies , for leases with related parties.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting Our business is organized into five reportable segments: • Integrated Care Management—through our Thrasys subsidiary; • Global Telehealth—through our Glocal an d Cloudbreak subsidiaries; • Digital Pharmacy—through our Innovations subsidiary; • Behavioral Health—through our BHS and TTC subsidiaries; and • Corporate—through UpHealth and our UpHealth Holdings subsidiary. 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 Global Telehealth 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 Digital Pharmacy 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. In the Behavioral Health segment, 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: In thousands Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Integrated Care Management $ 11,280 $ 17,570 Global Telehealth 6,964 7,554 Digital Pharmacy 5,299 5,299 Behavioral Health 8,339 14,275 Total revenue $ 31,882 $ 44,698 Gross margin by segment consisted of the following: In thousands Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Integrated Care Management $ 4,615 $ 9,722 Global Telehealth 2,634 2,933 Digital Pharmacy 1,982 1,982 Behavioral Health 2,370 3,645 Total gross margin $ 11,601 $ 18,282 Total assets by segment consisted of the following: In thousands June 30, 2021 December 31, 2020 Integrated Care Management $ 195,974 186,476 Global Telehealth 349,238 — Digital Pharmacy 184,307 — Behavioral Health 83,350 18,383 Corporate 85,184 57,531 Total assets $ 898,053 $ 262,390

Commitment and Contingencies

Commitment and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitment 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 December 2025. The leases require monthly payments ranging from $3 thousand to $13 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 $239 to $68 thousand. The leases expire at various dates through November 2026. 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 June 30, 2021. Total rent expense under related party and third-party agreements was approximately $0.8 million and $1.3 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, future minimum lease payments under non-cancelable operating leases were as follows: (In thousands) Related Third- Party Total Remaining 2021 $ 513 $ 2,133 $ 2,646 2022 1,031 2,561 3,592 2023 984 2,094 3,078 2024 928 1,934 2,862 2025 687 1,485 2,172 Thereafter — 1,258 1,258 $ 4,143 $ 11,465 $ 15,608 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. There are currently two medical malpractice suits against individual providers, other third parties, and BHS, as a whole. The medical malpractice suits assert that there is negligence by the providers in treating the patients named in the suits. One of the malpractice suits is seeking damages of approximately $3.7 million from all defendants, including BHS. The second malpractice suit has not specified monetary damages; however, in the event of an unfavorable outcome, BHS’ legal counsel estimates maximum damages of approximately $2.3 million. BHS is vigorously defending the malpractice suits and was named as a secondary party in each suit. Although the outcome of these malpractice suits is not presently determinable, it is reasonably possible that that an unfavorable outcome, for the aforementioned damages sought, could occur. However, BHS, and the individual providers, do have insurance coverage (BHS carries a $1.0 million per occurrence insurance policy), which could mitigate some or all of the financial effects of potential settlements or judgements. In the event that future settlements or judgements, if any, exceed insurance coverages, BHS may be required to fund a portion of the difference. No provision has been made in the accompanying condensed consolidated financial statements for any potential settlement or judgement costs at June 30, 2021, and December 31, 2020, as an unfavorable outcome is not probable at this time. On December 17, 2020, a former TTC employee filed an Equal Employment Opportunity Commission (“EEOC”) claim against TTC alleging discrimination based on disability. The former employee cannot file a suit under the federal law until the EEOC issues a notice of right to sue, but can file suit under Florida law if the investigating agency has not rendered a decision within 180 days of the date the charge was filed. As of the date of this report, no lawsuit has been filed. TTC plans to vigorously defend the case, if filed, and does not believe that there is any reasonably estimable loss. However, TTC does have insurance coverage, which could mitigate some or all of the financial effects of potential settlements or judgements. In the event that future settlements or judgements, if any, exceed insurance coverages, TTC would be required to fund the difference. No provision has been made in the accompanying condensed consolidated financial statements for any potential settlement or judgment costs at June 30, 2021 or December 31, 2020. The maximum exposure as it relates to claims made is approximately $0.4 million. Advisory Services Agreement Dispute We are in a services agreement dispute with a third-party advisory firm for fees due under the services agreement. Based on consultation with legal counsel, we have proposed a settlement in the amount of $8.0 million, which has been accrued for as of June 30, 2021, and is included in accrued expenses in the condensed consolidated balance sheet. However, if the settlement offer is not accepted, 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 year ended December 31, 2020 or the three and six months ended June 30, 2021. 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 condensed consolidated financial statements as a whole. See Note 8, Debt , for further information. Indemnification Certain of our agreements require us to indemnify our customers from any claim or finding of intellectual property infringements, as well as from any losses incurred relating to breach of representations, failure to perform, or specific events as outlined within the particular contract. We have not received any claims or estimated the maximum potential amount of indemnification liability under these agreements and have recorded no liabilities for these agreements.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 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 through August 12, 2021, other than those events noted below, that require disclosure in the condensed consolidated financial statements. In August 2021, the maturity date for $18.7 million of the seller notes was deferred to September 2022 (see Note 8, Debt , for further information). In August 2021, we entered into an amendment to the Purchase Agreement, which deferred the Closing Date and adjusted the share price at which KAF has the right to sell the KAF Shares to us (see Note 10, Capital Structure

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying unaudited condensed 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 Securities and Exchange Commission (the “SEC”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. The condensed consolidated balance sheet as of December 31, 2020 has been derived from our audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the period ended December 31, 2020.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of UpHealth and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We follow 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. One of our consolidated subsidiaries is the primary beneficiary of a real estate VIE since it absorbs a majority of the VIE’s expected losses and receives a majority of its expected residual returns. The VIE was formed for the purpose of acquiring and holding real estate. The VIE’s sole activity is to lease the real estate to our subsidiary. At June 30, 2021, the VIE had total assets of $4.5 million and total liabilities of $4.1 million. For the three month ended June 30, 2021, revenues of $0.1 million were eliminated in consolidation. For the three months ended June 30, 2021, expenses were $25 thousand, primarily for interest and depreciation. Creditors and beneficial holders of the VIE have no recourse to the assets or general credit of our subsidiary.
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 condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • the fair value of assets acquired and liabilities assumed for business combinations; • the fair value of derivatives and warrants; • the fair value of stock awards issued; • the standalone selling price (“SSP”) of performance obligations for revenue contracts with multiple performance obligations; • the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions; and • the identification and estimated economic lives of intangible assets. 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 condensed consolidated statements of operations. The net cumulative translation adjustment is reported in accumulated other comprehensive income (loss), net of tax, in the condensed 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 condensed 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 June 30, 2021, TTC had restricted cash totaling $0.5 million, representing collateral with a bank for ACHs and corporate credit cards. At December 30, 2020, Thrasys had restricted cash totaling $0.5 million, representing an escrow account containing the balance of its Paycheck Protection Program (“PPP”) loan. The PPP loan was forgiven and the restricted cash returned to Thrasys in the three months ended June 30, 2021.
Accounts Receivable	Receivable 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 June 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For medical services provided through our behavioral health 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. At June 30, 2021 and December 31, 2020, the allowance for contractual adjustments was $0.7 million and $1.0 million, respectively. 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 services, accounts receivable are recorded at net invoice amount from patients, most of whom are insured under third-party payor agreements. For compounded and customized medications, substantially all accounts receivable are paid by credit card at the time of shipment. At June 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary.
Inventories	Inventories Inventories primarily consist of stock of digital dispensaries, 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 computed using the weighted average cost 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 condensed 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 condensed 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 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 condensed 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 for hosting, which consists primarily of personnel costs. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. 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.
Goodwill	GoodwillOur 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.
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 Liability	Warrant Liabilities We account for warrants for shares of our common stock that are not indexed to our own stock as liabilities at fair value on the condensed 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 condensed 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
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 monthly, quarterly, or in installments. 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 condensed 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 service revenues primarily through the provision of HIPAA-compliant medical information technology 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 – SaaS internet hosting, licenses, and subscriptions Software license revenue is recognized based on whether or not the license constitutes a distinct performance obligation. If the license can be separated from the rest of the 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 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. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met and whether payments have been made ahead of the hosting services provided. Our subscription service arrangements are noncancellable and do not contain refund-type provisions. • 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, set-up fees, and configuration fees are recognized as the services are completed • Services – Medical and behavioral services provided through our hospitals 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 three and six months ended June 30, 2021. • 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 My Accessible Real-Time Trusted Interpreter ("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. Often, the pricing bundle may also include medical language interpretation 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. Product Revenues We derive product sales from sales of products through our digital pharmacy operations. Our product 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. 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. 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. Grants Since there is no authoritative GAAP governing grant recognition, measurement, and presentation, International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”) is incorporated as the governing guidance. It states that economic benefits of government grants shall not be recognized until there is reasonable assurance that the entity will comply with the conditions attaching to them and the grants will be received. We recognize grants if we are reasonably assured we will be able to comply with the conditions specified in the grant agreement and the government will have the ability to pay the amounts due under the grant. Government grants and subsidies received towards specific property and equipment (“PE”) acquisitions reduce the historical basis of the concerned PE. Grant subsidies received during the year towards revenue and related expenses have been recorded as other income in the condensed consolidated statements of operations. We have evaluated the classification and presentation for grant agreements and have elected to treat non-reimbursable grants as a grant receivable, earned over the life of the underlying agreement, with the offsetting credit to other income in the condensed consolidated statements of operations. Periodic cash received relieves the grant receivable. Cost of Goods and Services (“COGS”) Cost of goods and services 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, and an appropriately allocated portion of indirect overhead. Direct labor is the direct provision of activities to manufacture or provide a good or service. Indirect overhead costs include allocable costs, such as facilities, information technology, and depreciation costs, and ancillary costs, such as freight, delivery, non-sales and non-income taxes, and insurance. The cost of services sold for discrete information technology 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 allocation of facilities, information technology, and depreciation costs. The cost of services sold for SaaS includes all the accumulated costs of providing a hybrid cloud-based hosting arrangement. 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 condensed consolidated statements of operations.
Research and Development Costs	Research and Development CostsResearch and development costs are expensed as incurred
Advertising, Marketing, and Promotion Expenses	Advertising, Marketing, and Promotion Expenses Advertising, marketing, and promotion costs are expensed as incurred. Advertising expense was $1.1 million and $1.7 million
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.
New Accounting Pronouncements Not Yet Adopted	New Accounting Pronouncements Not Yet Adopted In May 2021, the Financial Accounting Standards Board (“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 condensed 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 condensed 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 condensed 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 condensed consolidated financial statements. 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 condensed 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 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. We expect to finalize the valuations and complete the purchase price allocations as soon as practicable, but no later than one year from each acquisition date. In addition, we have not finalized our evaluation of allocating goodwill to reporting units. In evaluating whether new information obtained meets the criteria for adjusting provisional amounts, management must consider all relevant factors. Relevant factors include: • 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. 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.
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)	6 Months Ended
	Jun. 30, 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 Property and equipment consisted of the following: (In thousands) June 30, 2021 December 31, 2020 Land $ 16,210 $ — Buildings 21,547 — Leasehold improvements 3,252 — Medical and surgical equipment 2,704 — Electrical and other equipment 494 73 Computer equipment, furniture and fixtures 7,980 33 Vehicles 164 48 Construction in progress 3,816 — 56,167 154 Accumulated depreciation and amortization (1,013) (3) Total property and equipment, net $ 55,154 $ 151

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule of Allocation of Purchase Price	The following table sets forth the preliminary 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 subject to reevaluation during the measurement period. (In thousands) As Measurement As of 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 145,036 (3,052) 148,088 Total assets acquired 179,523 (3,052) 182,575 Accounts payable 1,779 — 1,779 Accrued expenses and other current liabilities 5,322 — 5,322 Debt 430 (531) 961 Deferred tax liabilities 6,378 — 6,378 Deferred revenue 700 — 700 Total liabilities assumed 14,609 (531) 15,140 Net assets acquired $ 164,914 $ (2,521) $ 167,435 The following table sets forth the preliminary 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 subject to reevaluation during the measurement period. (In thousands) As of Measurement As of 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 16,344 238 16,106 Total assets acquired 18,042 238 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 847 421 426 Debt 1,234 — 1,234 Total liabilities assumed 2,455 421 2,034 Net assets acquired $ 15,587 $ (183) $ 15,770 The following table sets forth the preliminary 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 subject to reevaluation during the measurement period. (In thousands) As Measurement As of January Accounts receivable $ 1,773 $ — $ 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 57,921 347 57,574 Total assets acquired 61,818 347 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 11,217 (1,283) 12,500 Deferred tax liabilities 474 — 474 Total liabilities assumed 17,118 1,524 15,594 Net assets acquired $ 44,700 $ (1,177) $ 45,877 (In thousands) As of June 30, Measurement Period Adjustments As of March 26, Accounts receivable, net $ 6,461 $ — $ 6,461 Inventories 326 — 326 Identifiable intangible assets 38,039 — 38,039 Property, equipment, and work in progress 40,726 — 40,726 Other current assets, including short term advances 1,980 — 1,980 Other noncurrent assets, including long term advances 509 — 509 Goodwill 95,913 4,042 91,871 Total assets acquired 183,954 4,042 179,912 Accounts payable 579 — 579 Accrued expenses and other current liabilities 8,271 — 8,271 Deferred tax liability 9,890 9,890 — Debt 22,212 — 22,212 Noncontrolling interest 17,389 — 17,389 Total liabilities assumed and noncontrolling interest 58,341 9,890 48,451 Net assets acquired $ 125,613 $ (5,848) $ 131,461 (In thousands) As Accounts receivable $ 47 Inventories 2,693 Prepaid expenses and other 530 Identifiable intangible assets 28,325 Property and equipment 7,937 Other assets 22 Goodwill 143,730 Total assets acquired 183,284 Accounts payable 472 Accrued expenses and other current liabilities 780 Deferred revenue 302 Deferred tax liability 7,837 Debt 4,069 Total liabilities assumed 13,460 Net assets acquired $ 169,824 (In thousands) As Accounts receivable $ 4,810 Prepaid expenses and other 921 Identifiable intangible assets 32,475 Property and equipment 6,882 Other assets 1,042 Goodwill 110,968 Total assets acquired 157,098 Accounts payable 2,518 Accrued expenses and other current liabilities 905 Deferred revenue 15 Deferred tax liability 7,906 Debt 3,752 Total liabilities assumed 15,096 Net assets acquired $ 142,002
Schedule of Acquired Intangible Assets	The acquired intangible assets from Thrasys and their related estimated useful lives consisted 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 10 Definite-lived intangible assets—Customer relationships 10,125 10 Total fair value of identifiable intangible assets $ 27,875 The acquired intangible assets from BHS and their related estimated useful lives consisted 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 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 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 8.5 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 17 Total fair value of identifiable intangible assets $ 28,325 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 15 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: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Pro Forma Revenues $ 39,171 $ 28,293 $ 69,778 $ 59,468 Net loss $ (37,052) $ (2,549) $ (43,627) $ (2,008) Basic earnings per share $ (0.39) $ (0.05) $ (0.52) $ (0.04) Diluted earnings per share $ (0.39) $ (0.05) $ (0.52) $ (0.04)

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 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 Property and equipment consisted of the following: (In thousands) June 30, 2021 December 31, 2020 Land $ 16,210 $ — Buildings 21,547 — Leasehold improvements 3,252 — Medical and surgical equipment 2,704 — Electrical and other equipment 494 73 Computer equipment, furniture and fixtures 7,980 33 Vehicles 164 48 Construction in progress 3,816 — 56,167 154 Accumulated depreciation and amortization (1,013) (3) Total property and equipment, net $ 55,154 $ 151

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 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 Business acquisition of TTC 57,574 Measurement period adjustment—TTC 347 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 4,042 Measurement period adjustment—BHS 238 Measurement period adjustment—Thrasys (3,052) Business acquisition of Innovations 143,730 Business acquisition of Cloudbreak 110,968 Foreign exchange (1,960) Balance at June 30, 2021 $ 567,952
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 Customer Total December 31, 2020 $ 7,065 $ 10,705 $ 10,012 $ 27,782 Additions 25,025 51,939 23,000 99,964 Amortization (792) (2,037) (683) (3,512) Foreign exchange — (771) — (771) June 30, 2021 $ 31,298 $ 59,836 $ 32,329 $ 123,463
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 Technology Customer Total Remaining 2021 $ 1,550 $ 4,032 $ 1,472 $ 7,054 2022 3,100 8,063 2,945 14,108 2023 3,092 8,063 2,945 14,100 2024 2,674 8,063 2,945 13,682 2025 2,650 8,063 2,945 13,658 Thereafter 18,232 23,552 19,077 60,861 $ 31,298 $ 59,836 $ 32,329 $ 123,463

Accrued Expenses (Tables)

Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2021
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities	Accrued expenses consisted of the following: (In thousands) June 30, 2021 December 31, 2020 Accrued professional fees $ 13,705 $ 4,246 Accrued software licenses 6,091 691 Accrued interest on debt 6,781 142 Accrued payroll and bonuses 2,878 1,545 Accrued taxes in connection with shareholder distribution 1,493 1,493 Other accruals 2,816 365 Total accrued expenses $ 33,764 $ 8,482

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Schedule of Long-Term Debt	Debt consisted of the following: (In thousands) June 30, 2021 December 31, 2020 Convertible notes $ 160,000 $ — Other debt facilities (various maturities and interest rates) 23,147 — Paycheck Protection Program loans 1,015 1,545 Provider Relief Funds 735 230 Seller notes 29,831 21,100 Total debt 214,728 22,875 Less: unamortized original issue discount and derivative liability (69,110) — Total debt, net of unamortized original issued discount and derivative liability 145,618 22,875 Less: current portion of debt (49,487) (22,531) Noncurrent portion of debt $ 96,131 $ 344
Schedule of Long-term Debt Contractual Maturities	At June 30, 2021, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) Remaining 2021 $ 49,428 2022 120 2023 126 2024 131 2025 137 Thereafter $ 164,786 Total $ 214,728

Fair Value of Financial Measure

Fair Value of Financial Measurements (Tables)	6 Months Ended
	Jun. 30, 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: June 30, 2021 (In thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 61,823 $ 61,823 Warrant liability $ — $ 772 $ — $ 772 $ — $ 772 $ 61,823 $ 62,595
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: June 30, 2021 Stock price $9.93 Volatility 68.0% Risk free rate 0.75% Exercise price $10.65 Expected life (in years) 5.02 Conversion periods 2-5 years Future share price $0.01-$151.53

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Revenue by service offering consisted of the following: (In thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Services $ 14,773 $ 22,911 Licenses and subscriptions 9,145 12,803 Products 7,964 8,984 Total revenue $ 31,882 $ 44,698 Revenue by geography consisted of the following: (In thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Americas $ 20,126 $ 29,352 Europe 7,800 10,800 Asia 3,956 4,546 Total revenue $ 31,882 $ 44,698
Schedule of Change in Contract Assets and Contract Liabilities	The change in contract assets was as follows: (In thousands) Six Months Ended Unbilled receivables, beginning of period $ 3,536 Reclassifications to billed receivables (1,192) Revenues recognized in excess of period billings 9,783 Unbilled receivables, end of period $ 12,127 The change in contract liabilities, consisting of deferred revenue, was as follows: (In thousands) Six Months Ended Deferred revenue, beginning of period $ 397 Revenues recognized from balances held at the beginning of the period (397) Revenue deferred from period collections on unfulfilled performance obligations 6,572 Deferred revenue, end of period $ 6,572
Schedule of Remaining Performance Obligations	Remaining performance obligations consisted of the following at June 30, 2021: (In thousands) Total Remaining 2022 - 2024 Subscriptions $ 10,411 2,607 7,804 Licenses — — — SaaS and hosting 147 98 49 Program management and services — — — $ 10,558 2,705 7,853

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) Per Share	Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share data) 2021 2020 2021 2020 Numerator: Net loss attributable to UpHealth, Inc. $ (32,784) $ (336) $ (35,734) $ (539) Denominator: Weighted average shares outstanding (1) 94,170 50,050 83,585 50,050 Diluted effect of stock awards — — — — Weighted average shares outstanding assuming dilution 94,170 50,050 83,585 50,050 Net loss per share attributable to UpHealth, Inc.: Basic $ (0.35) $ (0.01) $ (0.43) $ (0.01) Diluted $ (0.35) $ (0.01) $ (0.43) $ (0.01) (1) The shares and earnings per share available to our common stock holders, prior to the Business Combinations, have been recasted 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)	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
Schedule of Segment Reporting	Revenue by segment consisted of the following: In thousands Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Integrated Care Management $ 11,280 $ 17,570 Global Telehealth 6,964 7,554 Digital Pharmacy 5,299 5,299 Behavioral Health 8,339 14,275 Total revenue $ 31,882 $ 44,698 Gross margin by segment consisted of the following: In thousands Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Integrated Care Management $ 4,615 $ 9,722 Global Telehealth 2,634 2,933 Digital Pharmacy 1,982 1,982 Behavioral Health 2,370 3,645 Total gross margin $ 11,601 $ 18,282 Total assets by segment consisted of the following: In thousands June 30, 2021 December 31, 2020 Integrated Care Management $ 195,974 186,476 Global Telehealth 349,238 — Digital Pharmacy 184,307 — Behavioral Health 83,350 18,383 Corporate 85,184 57,531 Total assets $ 898,053 $ 262,390

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases	As of June 30, 2021, future minimum lease payments under non-cancelable operating leases were as follows: (In thousands) Related Third- Party Total Remaining 2021 $ 513 $ 2,133 $ 2,646 2022 1,031 2,561 3,592 2023 984 2,094 3,078 2024 928 1,934 2,862 2025 687 1,485 2,172 Thereafter — 1,258 1,258 $ 4,143 $ 11,465 $ 15,608

Organization and Business (Deta

Organization and Business (Details) - USD ($) $ in Thousands	Mar. 26, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 21, 2021	May 14, 2021	Apr. 01, 2021	Nov. 20, 2020
Schedule of Equity Method Investments [Line Items]
Gain on equity method investment through the step-acquisition		$ 0	$ 0	$ 640	$ 0
Glocal
Schedule of Equity Method Investments [Line Items]
Equity interest in acquiree, percentage									43.46%
Acquisition percentage	45.94%					1.80%	1.00%	2.80%
Gain on equity method investment through the step-acquisition	$ 600
Step acquisition, ownership percentage after transaction	89.40%	92.20%		92.20%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Total assets	$ 898,053,000		$ 898,053,000		$ 262,390,000
Total liabilities	303,936,000		303,936,000		41,669,000
Revenues	31,882,000	$ 0	44,698,000	$ 0
Restricted cash	500,000		500,000		500,000
Allowance for doubtful accounts	0		0		0
Allowance for contractual adjustments	700,000		700,000		$ 1,000,000
Concentration Risk [Line Items]
Impairment charge	0		0
Research and development	872,000	0	2,630,000	0
Advertising expense	1,100,000	$ 0	1,700,000	$ 0
VIE
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Total assets	4,500,000		4,500,000
Total liabilities	4,100,000		$ 4,100,000
Revenues	100,000
Expenses	$ 25,000
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | One Customer
Concentration Risk [Line Items]
Concentration risk, percentage	24.00%		24.00%
Customer Concentration Risk | Accounts Receivable | One Customer
Concentration Risk [Line Items]
Concentration risk, percentage			31.00%
Customer Concentration Risk | Accounts Receivable | Customer A
Concentration Risk [Line Items]
Concentration risk, percentage					47.00%
Customer Concentration Risk | Accounts Receivable | Customer B
Concentration Risk [Line Items]
Concentration risk, percentage					27.00%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)	6 Months Ended
	Jun. 30, 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

Business Combinations - Narrati

Business Combinations - Narrative (Details) - USD ($)	Jun. 09, 2021	Apr. 27, 2021	Jan. 25, 2021	Nov. 20, 2020	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 21, 2021	May 14, 2021	Apr. 01, 2021	Mar. 26, 2021
Business Acquisition [Line Items]
Net cash acquired in acquisition of businesses									$ 4,263,000	$ 0
Percentage of ongoing operations of the combined entity	75.00%
Reverse recapitalization, goodwill recognized	$ 0
Reverse recapitalization, intangibles recognized	$ 0
Exchange ratio	10.28
Acquisition-related expenses					$ 32,646,000		$ 0		$ 35,339,000	$ 0
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
Goodwill tax deductible amount				$ 0
Change in net assets acquired and goodwill											$ 2,521,000
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
Goodwill tax deductible amount				0
Change in net assets acquired and goodwill											$ 183,000
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
Change in net assets acquired and goodwill								$ 1,177,000
Glocal
Business Acquisition [Line Items]
Acquisition percentage												1.80%	1.00%	2.80%	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
Change in net assets acquired and goodwill						$ 5,848,000
Equity interest in acquiree, percentage				43.46%
Step acquisition, ownership percentage after transaction					92.20%	92.20%		92.20%	92.20%		92.20%				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		600,000
Goodwill tax deductible amount		$ 0
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
Goodwill tax deductible amount	$ 0

Business Combinations - Allocat

Business Combinations - Allocation of Purchase Price (Details) - USD ($) $ in Thousands	3 Months Ended	5 Months Ended	6 Months Ended	7 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 09, 2021	Apr. 27, 2021	Mar. 26, 2021	Jan. 25, 2021	Dec. 31, 2020	Nov. 20, 2020
Business Acquisition [Line Items]
Goodwill	$ 567,952	$ 567,952	$ 567,952	$ 567,952					$ 164,194
Thrasys
Business Acquisition [Line Items]
Accounts receivable	3,491	3,491	3,491	3,491						$ 3,491
Prepaid expenses and other	3,001	3,001	3,001	3,001						3,001
Identifiable intangible assets	27,875	27,875	27,875	27,875						27,875
Property and equipment	101	101	101	101						101
Other noncurrent assets, including long term advances	19	19	19	19						19
Goodwill	145,036	145,036	145,036	145,036						148,088
Total assets acquired	179,523	179,523	179,523	179,523						182,575
Accounts payable	1,779	1,779	1,779	1,779						1,779
Accrued expenses and other current liabilities	5,322	5,322	5,322	5,322						5,322
Debt	430	430	430	430						961
Deferred tax liabilities	6,378	6,378	6,378	6,378						6,378
Deferred revenue	700	700	700	700						700
Total liabilities assumed	14,609	14,609	14,609	14,609						15,140
Net assets acquired	164,914	164,914	164,914	164,914						167,435
Measurement Period Adjustments
Goodwill			(3,052)	(3,052)
Debt				(531)
Total liabilities assumed				(531)
Measurement Period Adjustments				(2,521)
BHS
Business Acquisition [Line Items]
Accounts receivable	1,257	1,257	1,257	1,257						1,257
Inventories	100	100	100	100						100
Prepaid expenses and other	40	40	40	40						40
Identifiable intangible assets	225	225	225	225						225
Property and equipment	53	53	53	53						53
Other noncurrent assets, including long term advances	4	4	4	4						4
Deferred tax assets	19	19	19	19						19
Goodwill	16,344	16,344	16,344	16,344						16,106
Total assets acquired	18,042	18,042	18,042	18,042						17,804
Accounts payable	374	374	374	374						374
Accrued expenses and other current liabilities	847	847	847	847						426
Debt	1,234	1,234	1,234	1,234						1,234
Total liabilities assumed	2,455	2,455	2,455	2,455						2,034
Net assets acquired	15,587	15,587	15,587	15,587						$ 15,770
Measurement Period Adjustments
Goodwill			238	238
Accrued expenses and other current liabilities				421
Total liabilities assumed				421
Measurement Period Adjustments				(183)
TTC
Business Acquisition [Line Items]
Accounts receivable	1,773	1,773	1,773	1,773				$ 1,773
Prepaid expenses and other	187	187	187	187				187
Identifiable intangible assets	1,125	1,125	1,125	1,125				1,125
Property and equipment	531	531	531	531				531
Other noncurrent assets, including long term advances	281	281	281	281				281
Goodwill	57,921	57,921	57,921	57,921				57,574
Total assets acquired	61,818	61,818	61,818	61,818				61,471
Accounts payable	625	625	625	625				625
Accrued expenses and other current liabilities	602	602	602	602				602
Due to related parties	4,200	4,200	4,200	4,200				1,393
Debt	11,217	11,217	11,217	11,217				12,500
Deferred tax liabilities	474	474	474	474				474
Total liabilities assumed	17,118	17,118	17,118	17,118				15,594
Net assets acquired	44,700	44,700	44,700	44,700				$ 45,877
Measurement Period Adjustments
Goodwill		347	347
Due to related parties		2,807
Debt		(1,283)
Total liabilities assumed		1,524
Measurement Period Adjustments		(1,177)
Glocal
Business Acquisition [Line Items]
Accounts receivable	6,461	6,461	6,461	6,461			$ 6,461
Inventories	326	326	326	326			326
Identifiable intangible assets	38,039	38,039	38,039	38,039			38,039
Property and equipment	40,726	40,726	40,726	40,726			40,726
Other current assets, including short term advances	1,980	1,980	1,980	1,980			1,980
Other noncurrent assets, including long term advances	509	509	509	509			509
Goodwill	95,913	95,913	95,913	95,913			91,871
Total assets acquired	183,954	183,954	183,954	183,954			179,912
Accounts payable	579	579	579	579			579
Accrued expenses and other current liabilities	8,271	8,271	8,271	8,271			8,271
Debt	22,212	22,212	22,212	22,212			22,212
Deferred tax liabilities	9,890	9,890	9,890	9,890			0
Noncontrolling interest	17,389	17,389	17,389	17,389			17,389
Total liabilities assumed and noncontrolling interest	58,341	58,341	58,341	58,341			48,451
Net assets acquired	125,613	$ 125,613	125,613	$ 125,613			$ 131,461
Measurement Period Adjustments
Goodwill	4,042		$ 4,042
Deferred tax liability	9,890
Total liabilities assumed and noncontrolling interest	9,890
Measurement Period Adjustments	$ (5,848)
Innovations Group
Business Acquisition [Line Items]
Accounts receivable						$ 47
Inventories						2,693
Prepaid expenses and other						530
Identifiable intangible assets						28,325
Property and equipment						7,937
Other noncurrent assets, including long term advances						22
Goodwill						143,730
Total assets acquired						183,284
Accounts payable						472
Accrued expenses and other current liabilities						780
Debt						4,069
Deferred tax liabilities						7,837
Deferred revenue						302
Total liabilities assumed						13,460
Net assets acquired						$ 169,824
Cloudbreak
Business Acquisition [Line Items]
Accounts receivable					$ 4,810
Prepaid expenses and other					921
Identifiable intangible assets					32,475
Property and equipment					6,882
Other noncurrent assets, including long term advances					1,042
Goodwill					110,968
Total assets acquired					157,098
Accounts payable					2,518
Accrued expenses and other current liabilities					905
Debt					3,752
Deferred tax liabilities					7,906
Deferred revenue					15
Total liabilities assumed					15,096
Net assets acquired					$ 142,002

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	Jun. 30, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets						$ 99,964
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 assets—Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets						$ 23,000
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					10 years
Thrasys | Definite-lived intangible assets—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			8 years 6 months
Innovations Group
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets		$ 28,325
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 assets—Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets		$ 9,325
Useful life		17 years
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	15 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 assets—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	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Business Combination and Asset Acquisition [Abstract]
Revenues	$ 39,171	$ 28,293	$ 69,778	$ 59,468
Net loss	$ (37,052)	$ (2,549)	$ (43,627)	$ (2,008)
Basic earnings per share (in dollars per share)	$ (0.39)	$ (0.05)	$ (0.52)	$ (0.04)
Diluted earnings per share (in dollars per share)	$ (0.39)	$ (0.05)	$ (0.52)	$ (0.04)

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 56,167	$ 154
Accumulated depreciation and amortization	(1,013)	(3)
Total property and equipment, net	55,154	151
Land
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	16,210	0
Buildings
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	21,547	0
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	3,252	0
Medical and surgical equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,704	0
Electrical and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	494	73
Computer equipment, furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	7,980	33
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	164	48
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 3,816	$ 0

Property and Equipment - Narrat

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.9	$ 0	$ 1	$ 0

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	5 Months Ended	6 Months Ended	7 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2021
Goodwill [Roll Forward]
Beginning balance			$ 164,194
Foreign exchange			(1,960)
Ending balance	$ 567,952	$ 567,952	567,952	$ 567,952
TTC
Goodwill [Roll Forward]
Beginning balance		57,574
Business acquisition			57,574
Measurement period adjustment		347	347
Ending balance	57,921	57,921	57,921	57,921
Glocal
Goodwill [Roll Forward]
Beginning balance	91,871
Business acquisition			91,871
Measurement period adjustment	4,042		4,042
Ending balance	95,913	95,913	95,913	95,913
BHS
Goodwill [Roll Forward]
Beginning balance				16,106
Measurement period adjustment			238	238
Ending balance	16,344	16,344	16,344	16,344
Thrasys
Goodwill [Roll Forward]
Beginning balance				148,088
Measurement period adjustment			(3,052)	(3,052)
Ending balance	$ 145,036	$ 145,036	145,036	$ 145,036
Innovations Group
Goodwill [Roll Forward]
Business acquisition			143,730
Cloudbreak
Goodwill [Roll Forward]
Business acquisition			$ 110,968

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Schedule of Changes in Carrying Amounts of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Finite-lived Intangible Assets [Roll Forward]
Beginning balance			$ 27,782
Additions			99,964
Amortization	$ (2,700)	$ 0	(3,512)	$ 0
Foreign exchange			(771)
Ending balance	123,463		123,463
Trade Names
Finite-lived Intangible Assets [Roll Forward]
Beginning balance			7,065
Additions			25,025
Amortization			(792)
Foreign exchange			0
Ending balance	31,298		31,298
Technology and Intellectual Property
Finite-lived Intangible Assets [Roll Forward]
Beginning balance			10,705
Additions			51,939
Amortization			(2,037)
Foreign exchange			(771)
Ending balance	59,836		59,836
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Beginning balance			10,012
Additions			23,000
Amortization			(683)
Foreign exchange			0
Ending balance	$ 32,329		$ 32,329

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 2,700	$ 0	$ 3,512	$ 0
Trade Names
Finite-Lived Intangible Assets [Line Items]
Amortization expense			$ 792
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)			15 years
Technology and Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Amortization expense			$ 2,037
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)			10 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Amortization expense			$ 683
Customer Relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)			10 years
Customer Relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)			17 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	Jun. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining 2021	$ 7,054
2022	14,108
2023	14,100
2024	13,682
2025	13,658
Thereafter	60,861
Total	123,463	$ 27,782
Trade Names
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining 2021	1,550
2022	3,100
2023	3,092
2024	2,674
2025	2,650
Thereafter	18,232
Total	31,298	7,065
Technology and Intellectual Property
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining 2021	4,032
2022	8,063
2023	8,063
2024	8,063
2025	8,063
Thereafter	23,552
Total	59,836	10,705
Customer Relationships
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining 2021	1,472
2022	2,945
2023	2,945
2024	2,945
2025	2,945
Thereafter	19,077
Total	$ 32,329	$ 10,012

Investments in Unconsolidated_2

Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands	Mar. 26, 2021	Nov. 20, 2020	Dec. 31, 2020	Jun. 30, 2021	Mar. 25, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 21, 2021	May 14, 2021	Apr. 01, 2021
Schedule of Equity Method Investments [Line Items]
Amortization expense				$ 2,700		$ 0	$ 3,512	$ 0
Gain on equity method investment through the step-acquisition				$ 0		$ 0	$ 640	$ 0
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
Glocal
Schedule of Equity Method Investments [Line Items]
Gain on equity method investment through the step-acquisition	$ 600
Step acquisition, ownership percentage after transaction	89.40%			92.20%			92.20%
Acquisition percentage	45.94%								1.80%	1.00%	2.80%

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued professional fees	$ 13,705	$ 4,246
Accrued software licenses	6,091	691
Accrued interest on debt	6,781	142
Accrued payroll and bonuses	2,878	1,545
Accrued taxes in connection with shareholder distribution	1,493	1,493
Other accruals	2,816	365
Total accrued expenses	$ 33,764	$ 8,482

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 15, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 214,728		$ 22,875
Less: unamortized original issue discount and derivative liability	(69,110)		0
Total debt, net of unamortized original issued discount and derivative liability	145,618		22,875
Less: current portion of debt	(49,487)		(22,531)
Noncurrent portion of debt	96,131		344
Other debt facilities (various maturities and interest rates)
Debt Instrument [Line Items]
Total debt	23,147		0
Convertible notes | 2026 Notes
Debt Instrument [Line Items]
Debt instrument, interest rate		6.25%
Total debt	160,000		0
Medium-term Notes | Paycheck Protection Program loans
Debt Instrument [Line Items]
Total debt	1,015		1,545
Unsecured Debt | Provider Relief Funds
Debt Instrument [Line Items]
Total debt	735		230
Notes Payable | Seller notes
Debt Instrument [Line Items]
Total debt	$ 29,831		$ 21,100

Debt - Narrative (Details)

Debt - Narrative (Details) $ / shares in Units, ₨ in Millions	Apr. 09, 2024	Oct. 09, 2023	Apr. 09, 2023	Oct. 09, 2022	Jun. 30, 2021USD ($)	Jun. 15, 2021USD ($)consecutiveTradingDaytradingDay$ / sharesshares	Jun. 09, 2021USD ($)shares	Mar. 23, 2021USD ($)	Mar. 31, 2021USD ($)	Feb. 28, 2021USD ($)	Jan. 31, 2021USD ($)	Mar. 31, 2020USD ($)	Mar. 31, 2018USD ($)	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Jul. 31, 2020USD ($)	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Dec. 31, 2020USD ($)loan	Sep. 30, 2024USD ($)quarterlyInstallment	Aug. 12, 2021USD ($)	Jun. 30, 2021INR (₨)	Jan. 24, 2021USD ($)	Jan. 06, 2021USD ($)	Nov. 30, 2020USD ($)	Apr. 30, 2020USD ($)loanAgreement
Debt Instrument [Line Items]
Derivative liability, current					$ 38,598,000									$ 38,598,000			$ 38,598,000		$ 0
Derivative liability, noncurrent					23,225,000									23,225,000			23,225,000		0
Carrying or outstanding amount of debt					145,618,000									145,618,000			145,618,000		22,875,000
Interest expense														4,870,000	$ 0		5,581,000	$ 0
Gain (loss) on extinguishment of debt														151,000	$ 0		151,000	0
Aggregate carrying value					214,728,000									214,728,000			214,728,000		22,875,000
Payments of debt issuance costs																	8,100,000	0
Debt repayments remaining in 2021					49,428,000									49,428,000			49,428,000
Debt repayments remaining in 2022					120,000									120,000			120,000
Current portion of long-term debt					49,487,000									49,487,000			49,487,000		22,531,000
Repayments of notes to related parties																	4,270,000	0
Repayments of notes																	88,056,000
Thrasys | Affiliated Entity
Debt Instrument [Line Items]
Accrued interest on debt					18,000									18,000			18,000		9,000
Notes payable to related parties					700,000									700,000			$ 700,000		400,000
Repayments of notes to related parties					39,000
Thrasys | Forecast | Affiliated Entity
Debt Instrument [Line Items]
Repayments of notes to related parties																				$ 600,000
Number of quarterly installments | quarterlyInstallment																				8
BHS
Debt Instrument [Line Items]
Note payable																									$ 100,000
Maximum | Thrasys | Affiliated Entity
Debt Instrument [Line Items]
Notes payable to related parties, interest rate																	3.50%
Minimum | Thrasys | Affiliated Entity
Debt Instrument [Line Items]
Notes payable to related parties, interest rate																	0.14%
Loan Agreement
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt							$ 0
Unamortized debt issuance costs							0
Convertible notes | 2026 Notes
Debt Instrument [Line Items]
Principle 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					61,800,000									61,800,000			$ 61,800,000
Derivative liability, current					38,600,000									38,600,000			38,600,000
Derivative liability, noncurrent					23,200,000									23,200,000			23,200,000
Interest expense														1,400,000			1,400,000
Contractual interest expense														600,000			600,000
Derivative accretion														700,000			700,000
Debt issuance costs amortization														100,000			100,000
Threshold percentage of stock price trigger						130.00%
Threshold trading days | tradingDay						20
Threshold consecutive trading days | consecutiveTradingDay						30
Threshold average daily trading days | tradingDay						30
Last trading day minimum common stock						$ 2,000,000
Equity offering						$ 35,000,000
Aggregate carrying value					160,000,000									160,000,000			160,000,000		0
Convertible notes | 2026 Notes | Forecast
Debt Instrument [Line Items]
Debt instrument, interest rate, increase	1.00%	1.00%	1.00%	1.00%
Convertible notes | 2026 Notes | Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate						10.25%
Convertible notes | 2021 Note
Debt Instrument [Line Items]
Principle 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 (loss) on extinguishment of debt							(31,000)
Converted amount							500,000	$ 500,000
Payments of debt issuance costs							100,000
Repayments of long-term debt							$ 3,600,000
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]
Principle amount																								$ 1,500,000
Debt instrument, interest rate																								5.00%
Carrying or outstanding amount of debt							1,500,000
Gain (loss) on extinguishment of debt							100,000
Accrued interest on debt							$ 30,000
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]
Principle amount																							$ 10,800,000
Secured Debt | INR-denominated term loans | Glocal
Debt Instrument [Line Items]
Aggregate carrying value					19,100,000									19,100,000			19,100,000
Accrued interest on debt					$ 5,700,000									5,700,000			$ 5,700,000
Interest expense														$ 500,000
Secured Debt | INR-denominated term loans | Glocal | INR
Debt Instrument [Line Items]
Carrying or outstanding amount of debt | ₨																						₨ 1,400
Secured Debt | INR-denominated term loans | Maximum | Glocal
Debt Instrument [Line Items]
Debt instrument, interest rate					0.1625%									0.1625%			0.1625%					0.1625%
Secured Debt | INR-denominated term loans | Minimum | Glocal
Debt Instrument [Line Items]
Debt instrument, interest rate					11.15%									11.15%			11.15%					11.15%
Real estate loan | VIE
Debt Instrument [Line Items]
Accrued interest on debt					$ 6,000									$ 6,000			$ 6,000
Interest expense														48,000
Real estate loan | Real estate loan one | VIE
Debt Instrument [Line Items]
Debt instrument, interest rate													5.12%
Proceeds from issuance of long-term debt													$ 3,400,000
Carrying or outstanding amount of debt					3,200,000									3,200,000			3,200,000
Debt instrument, term (in years)													15 years
Monthly principal and interest payments													$ 20,000
Lump sum payment													$ 1,900,000
Real estate loan | Real estate loan two | VIE
Debt Instrument [Line Items]
Debt instrument, interest rate												3.09%
Proceeds from issuance of long-term debt												$ 900,000
Carrying or outstanding amount of debt					900,000									900,000			900,000
Debt instrument, term (in years)												10 years
Monthly principal and interest payments												$ 5,000
Lump sum payment												$ 500,000
Medium-term Notes | Paycheck Protection Program loans
Debt Instrument [Line Items]
Aggregate carrying value					1,015,000									1,015,000			1,015,000		$ 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]
Principle amount																										$ 1,900,000
Number of loan agreements | loanAgreement																										5
Number of loans fully forgiven | loan																			3
Debt forgiven									$ 300,000	$ 900,000									$ 700,000
Medium-term Notes | Paycheck Protection Program loans | Thrasys | Paycheck Protection Program, CARES Act
Debt Instrument [Line Items]
Principle amount																										$ 500,000
Medium-term Notes | Paycheck Protection Program loans | BHS | Paycheck Protection Program, CARES Act
Debt Instrument [Line Items]
Principle amount																										$ 1,000,000
Debt repayments remaining in 2021					600,000									600,000			600,000
Debt repayments remaining in 2022					400,000									400,000			400,000
Unsecured Debt | Provider Relief Funds
Debt Instrument [Line Items]
Aggregate carrying value					735,000									735,000			735,000		230,000
Unsecured Debt | Provider Relief Funds | TTC
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt											$ 500,000
Current portion of long-term debt					500,000									500,000			500,000
Unsecured Debt | Provider Relief Funds | BHS
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt																$ 200,000
Current portion of long-term debt					200,000									200,000			200,000
Notes Payable | Seller notes
Debt Instrument [Line Items]
Principle amount					29,800,000									29,800,000			29,800,000		21,100,000
Aggregate carrying value					29,831,000									29,831,000			29,831,000		21,100,000
Accrued interest on debt					$ 300,000									300,000			300,000		$ 100,000
Interest expense														$ 400,000			$ 800,000
Repayments of notes							88,100,000
Notes Payable | Seller notes | Subsequent Event
Debt Instrument [Line Items]
Debt repayments remaining in 2022																					$ 18,700,000
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	Jun. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Remaining 2021	$ 49,428
2022	120
2023	126
2024	131
2025	137
Thereafter	164,786
Total debt	$ 214,728	$ 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	Jun. 30, 2021	Dec. 31, 2020
Liabilities:
Warrant liabilities, noncurrent	$ 772	$ 0
Fair Value, Recurring
Liabilities:
Derivative liability	61,823
Warrant liabilities, noncurrent	772
Total liabilities	62,595
Fair Value, Recurring | Level 1
Liabilities:
Derivative liability	0
Warrant liabilities, noncurrent	0
Total liabilities	0
Fair Value, Recurring | Level 2
Liabilities:
Derivative liability	0
Warrant liabilities, noncurrent	772
Total liabilities	772
Fair Value, Recurring | Level 3
Liabilities:
Derivative liability	61,823
Warrant liabilities, noncurrent	0
Total liabilities	$ 61,823

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, current	$ 38,598		$ 38,598		$ 0
Derivative liability, noncurrent	23,225		23,225		0
Fair value of warrants	772		772		$ 0
Gain (loss) on fair value of warrant liabilities	1,074	$ 0	1,074	$ 0
2026 Notes | Convertible notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivative liability	61,800		61,800
Derivative liability, current	38,600		38,600
Derivative liability, noncurrent	$ 23,200		$ 23,200
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value price of warrants (in dollars per share)	$ 0.89		$ 0.89
Fair value of warrants	$ 500		$ 500
Gain (loss) on fair value of warrant liabilities	$ (100)		$ (100)
PIPE Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value price of warrants (in dollars per share)	$ 0.89		$ 0.89
Fair value of warrants	$ 300		$ 300
Gain (loss) on fair value of warrant liabilities		$ 1,200		$ 1,200

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Schedule of Fair Value Significant Assumptions (Details) - Level 2	Jun. 30, 2021Year
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	9.93
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.680
Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.0075
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	5.02
Conversion periods | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	2
Conversion periods | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	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	151.53

Capital Structure - Narrative (

Capital Structure - Narrative (Details) $ / shares in Units, $ in Thousands	Jun. 08, 2021USD ($)$ / sharesshares	Jun. 04, 2021shares	Nov. 20, 2020officershares	Jun. 05, 2019tradingDay$ / sharesshares	May 01, 2019USD ($)$ / sharesshares	Mar. 12, 2019USD ($)$ / sharesshares	Jun. 30, 2019shares	Apr. 30, 2019shares	Jun. 30, 2021USD ($)tradingDay$ / sharesshares	Jun. 30, 2020USD ($)	Jun. 30, 2021USD ($)tradingDay$ / sharesshares	Jun. 30, 2020USD ($)	Aug. 12, 2021businessDay	Jun. 09, 2021shares	Jun. 03, 2021$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Jun. 19, 2015shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exchange ratio														10.28
Common stock, authorized (in shares)									300,000,000		300,000,000					300,000,000
Common stock, par value (in dollars per share) | $ / shares									$ 0.0001		$ 0.0001					$ 0.0001
Common stock, issued (in shares)									117,604,610		117,604,610					70,021,000
Common stock, outstanding (in shares)									117,604,610		117,604,610					70,021,000
Preferred stock, authorized (in shares)									1,000,000		1,000,000					1,000,000
Preferred stock, par value (in dollars per share) | $ / shares									$ 0.0001		$ 0.0001					$ 0.0001
Preferred stock, outstanding (in shares)									0		0					0
Warrants outstanding (in shares)									18,117,494		18,117,494
Fair value of warrants | $									$ 772		$ 772					$ 0
Gain (loss) on fair value of warrant liabilities | $									1,074	$ 0	1,074	$ 0
Forward share purchase liability | $									$ 17,123		$ 17,123					$ 0
Cloudbreak
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options assumed (in shares)														1,573,690
Unvested options assumed (in shares)														134,690
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)		16,420,813
Common stock reserved for issuance increase, percentage of common stock outstanding		5.00%
Shares granted (in shares)									0
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
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
Minimum redemption notice period (in days)											30 days
Minimum stock price trigger for redemption (in dollars per share) | $ / shares									$ 18		$ 18
Threshold trading days | tradingDay									20		20
Threshold trading days, period (in days)											30 days
Warrants outstanding (in shares)									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
Fair value of warrants | $									$ 500		$ 500
Gain (loss) on fair value of warrant liabilities | $									$ (100)		$ (100)
PIPE Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding (in shares)									299,994		299,994
Fair value of warrants | $									$ 300		$ 300
Gain (loss) on fair value of warrant liabilities | $										$ 1,200		$ 1,200
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
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
Forward share purchase liability | $									$ 17,100		$ 17,100
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 | businessDay													3
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 | Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50			$ 11.50
Number of shares issued or sold (in shares)	3,000,000			492,500
Purchase price received on transaction | $	$ 28,500
Price per share (in dollars per share) | $ / shares	$ 10			$ 10
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 | tradingDay				20
Threshold trading days, period (in days)				30 days
Threshold trading days, minimum period commencing after business combination (in days)				90 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
Placement fee costs | $	$ 1,500
GigCapital2 | Second Private Placement
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
GigCapital2 | Over-Allotment Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)				567,500
GigCapital2 | GigCapital2 Sponsor and Northland Gig2 Investment LLC | Founder Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)						2,500,000
Purchase price received on transaction | $						$ 25,000
Price per share (in dollars per share) | $ / shares					$ 0.0067	$ 0.01
GigCapital2 | EarlyBirdCapital. Inc. | Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)				29,900
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
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 and Northland Gig2 Investment LLC | EarlyBirdCapital, Inc. and EarlyBird Group | Founder Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price received on transaction | $					$ 670
GigCapital2 Sponsor and Northland Gig2 Investment LLC | EarlyBirdCapital. Inc. | Founder Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)					68,041
GigCapital2 Sponsor and Northland Gig2 Investment LLC | EarlyBird Group | Founder Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)					31,959
Thrasys | Restricted stock awards (RSA) | 2019 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)			536,184
Thrasys | Restricted stock units (RSU) | 2019 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)			3,427,316
Thrasys | Restricted stock units (RSU) | 2001 Equity Incentive Plan | Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Future grants (in shares)			4,660,226
Number of officers granted equity instruments | officer			2
Cloudbreak | 2015 Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)																	2,200,000

Revenue - Disaggregation of Rev

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 31,882	$ 0	$ 44,698	$ 0
Americas
Disaggregation of Revenue [Line Items]
Total revenue	20,126		29,352
Europe
Disaggregation of Revenue [Line Items]
Total revenue	7,800		10,800
Asia
Disaggregation of Revenue [Line Items]
Total revenue	3,956		4,546
Services
Disaggregation of Revenue [Line Items]
Total revenue	14,773	0	22,911	0
Licenses and subscriptions
Disaggregation of Revenue [Line Items]
Total revenue	9,145	0	12,803	0
Products
Disaggregation of Revenue [Line Items]
Total revenue	$ 7,964	$ 0	$ 8,984	$ 0

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Concentration Risk [Line Items]
Impairment of contract assets		$ 0
Revenue recognized, percentage	0.60%	0.90%
Revenue Recognition Timing | Revenue from Contract with Customer Benchmark | Transferred over Time
Concentration Risk [Line Items]
Concentration risk, percentage	75.00%	73.00%

Revenue - Contract Assets (Deta

Revenue - Contract Assets (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)
Change In Contract With Customer, Asset [Roll Forward]
Unbilled receivables, beginning of period	$ 3,536
Reclassifications to billed receivables	(1,192)
Revenues recognized in excess of period billings	9,783
Unbilled receivables, end of period	$ 12,127

Revenue - Contract Liabilities

Revenue - Contract Liabilities (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)
Change In Contract With Customer, Liability [Roll Forward]
Deferred revenue, beginning of period	$ 397
Revenues recognized from balances held at the beginning of the period	(397)
Revenue deferred from period collections on unfulfilled performance obligations	6,572
Deferred revenue, end of period	$ 6,572

Revenue - Remaining Performance

Revenue - Remaining Performance Obligations (Details) $ in Thousands	Jun. 30, 2021USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 10,558
Subscriptions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	10,411
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	147
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]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 2,705
Remaining performance obligations, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Subscriptions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 2,607
Remaining performance obligations, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Licenses
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 0
Remaining performance obligations, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | SaaS and hosting
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 98
Remaining performance obligations, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Program management and services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 0
Remaining performance obligations, period	6 months
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	$ 7,853
Remaining performance obligations, period	3 years
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	$ 7,804
Remaining performance obligations, period	3 years
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	3 years
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	3 years
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	3 years

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		24 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2009
Income Tax Examination [Line Items]
Income tax benefit	$ 6,647	$ 0	$ 7,053	$ 0
Thrasys
Income Tax Examination [Line Items]
Long-term capital gain on sale					$ 15,000
Interest on tax, accrued	$ 200		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

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Earnings (Loss) Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares	Jun. 30, 2020USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Jun. 30, 2020USD ($)$ / sharesshares	Jun. 09, 2021
Numerator:
Net loss attributable to UpHealth, Inc. | $	$ (32,784)	$ (336)	$ (35,734)	$ (539)
Denominator:
Weighted average shares outstanding (in shares)	94,170	50,050	83,585	50,050
Diluted effect of stock awards (in shares)	0	0	0	0
Weighted average shares outstanding assuming dilution (in shares)	94,170	50,050	83,585	50,050
Net loss per share attributable to UpHealth, Inc.:
Basic (in dollars per share) | $ / shares	$ (0.35)	$ (0.01)	$ (0.43)	$ (0.01)
Diluted (in dollars per share) | $ / shares	$ (0.35)	$ (0.01)	$ (0.43)	$ (0.01)
Exchange ratio					10.28

Earnings (Loss) Per Share - Nar

Earnings (Loss) Per Share - Narrative (Details) shares in Millions	6 Months Ended
	Jun. 30, 2021$ / sharesshares
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) | $ / shares	$ 11.50
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) | $ / shares	$ 10.65
Assumed equity awards
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)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)definedContributionPlan	Jun. 30, 2021USD ($)definedContributionPlan
Retirement Benefits [Abstract]
Number of defined contribution plans | definedContributionPlan	6	6
Employer matching or profit sharing contributions	$ 0
Employer discretionary contributions	0
Continuous service rendered (in years)		5 years
Percentage of monthly salary to receive per year of completed service		50.00%
Unfunded status	$ 85,000	$ 85,000
Net periodic pension cost		$ 5,000

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Related Party Transaction [Line Items]
Due to related parties	$ 200	$ 200
Affiliated Entity
Related Party Transaction [Line Items]
Accrued preferred dividends	4,200	4,200
Former Shareholder And Chairman | Management fees
Related Party Transaction [Line Items]
Related party expense	100	100
Due to related parties	$ 42	$ 42

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details)	6 Months Ended
	Jun. 30, 2021segment
Segment Reporting [Abstract]
Number of reportable segments	5

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 31,882	$ 0	$ 44,698	$ 0
Total gross margin	11,601	$ 0	18,282	$ 0
Total assets	898,053		898,053		$ 262,390
Integrated Care Management
Segment Reporting Information [Line Items]
Total revenue	11,280		17,570
Total gross margin	4,615		9,722
Total assets	195,974		195,974		186,476
Global Telehealth
Segment Reporting Information [Line Items]
Total revenue	6,964		7,554
Total gross margin	2,634		2,933
Total assets	349,238		349,238		0
Digital Pharmacy
Segment Reporting Information [Line Items]
Total revenue	5,299		5,299
Total gross margin	1,982		1,982
Total assets	184,307		184,307		0
Behavioral Health
Segment Reporting Information [Line Items]
Total revenue	8,339		14,275
Total gross margin	2,370		3,645
Total assets	83,350		83,350		18,383
Corporate
Segment Reporting Information [Line Items]
Total assets	$ 85,184		$ 85,184		$ 57,531

Commitment and Contingencies -

Commitment and Contingencies - Commitments Narrative (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Operating Leased Assets [Line Items]
Security deposits	$ 200,000	$ 200,000
Rent expense	$ 800,000	1,300,000
Minimum | Related Party
Operating Leased Assets [Line Items]
Required monthly payment		3,000
Minimum | Third- Party
Operating Leased Assets [Line Items]
Required monthly payment		239
Maximum | Related Party
Operating Leased Assets [Line Items]
Required monthly payment		13,000
Maximum | Third- Party
Operating Leased Assets [Line Items]
Required monthly payment		$ 68,000

Commitment and Contingencies _2

Commitment and Contingencies - Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Jun. 30, 2021USD ($)
Operating Leased Assets [Line Items]
Remaining 2021	$ 2,646
2022	3,592
2023	3,078
2024	2,862
2025	2,172
Thereafter	1,258
Total	15,608
Related Party
Operating Leased Assets [Line Items]
Remaining 2021	513
2022	1,031
2023	984
2024	928
2025	687
Thereafter	0
Total	4,143
Third- Party
Operating Leased Assets [Line Items]
Remaining 2021	2,133
2022	2,561
2023	2,094
2024	1,934
2025	1,485
Thereafter	1,258
Total	$ 11,465

Commitment and Contingencies _3

Commitment and Contingencies - Contingencies Narrative (Details)	6 Months Ended
	Jun. 30, 2021USD ($)lawsuit	Dec. 31, 2020USD ($)
Medical malpractice suit
Loss Contingencies [Line Items]
Number of suits | lawsuit	2
Insured amount per occurrence	$ 1,000,000
Accrued loss provision	0	$ 0
Medical malpractice suit one
Loss Contingencies [Line Items]
Damages sought	3,700,000
Medical malpractice suit two
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	2,300,000
EEOC claim
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	400,000
Accrued loss provision	0	$ 0
Advisory services agreement dispute
Loss Contingencies [Line Items]
Current accrual loss provision	8,000,000
Advisory services agreement dispute | Minimum
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	8,000,000
Advisory services agreement dispute | Maximum
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	$ 26,300,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands	Aug. 12, 2021	Jun. 30, 2021
Subsequent Event [Line Items]
Debt repayments remaining in 2022		$ 120
Seller notes | Notes payable, other payables | Subsequent Event
Subsequent Event [Line Items]
Debt repayments remaining in 2022	$ 18,700

Uncategorized Items - uph-20210

Label	Element	Value
Northland Gig2 Investment LLC [Member] | GigCapital2, Inc. [Member] | Second Private Placement, Private Underwriter Shares [Member]
Sale of Stock, Number of Shares Issued in Transaction	us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction	20,000
Sale of Stock, Price Per Share	us-gaap_SaleOfStockPricePerShare	$ 10
Northland Gig2 Investment LLC [Member] | GigCapital2, Inc. [Member] | Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction	us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction	56,350
Northland Gig2 Investment LLC [Member] | GigCapital2, Inc. [Member] | Private Placement, Private Underwriter Shares [Member]
Sale of Stock, Number of Shares Issued in Transaction	us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction	100,000
Sale of Stock, Price Per Share	us-gaap_SaleOfStockPricePerShare	$ 10
GigCapital2 Sponsor [Member] | GigCapital2, Inc. [Member] | Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction	us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction	481,250