Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 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 | 144,250,353 | |
Entity Central Index Key | 0001770141 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2021 | Dec. 31, 2020 | |
Current Assets: | |||
Cash and cash equivalents | $ 67,877 | $ 1,839 | |
Restricted cash | 435 | 530 | |
Accounts receivable, net | 49,015 | 6,703 | |
Inventories | 3,455 | 117 | |
Due from related parties | 37 | 0 | |
Prepaid expenses and other current assets | 8,771 | 3,501 | |
Total current assets | 129,590 | 12,690 | |
Property and equipment, net | 55,785 | 151 | |
Intangible assets, net | 119,955 | 27,782 | |
Goodwill | 581,814 | 164,194 | |
Equity method investments | 0 | 57,214 | |
Deferred tax assets | 0 | 335 | |
Other assets | 1,897 | 24 | |
Total assets | 889,041 | 262,390 | |
Current Liabilities: | |||
Accounts payable | 10,065 | 2,680 | |
Accrued expenses | 34,718 | 8,482 | |
Deferred revenue | 5,348 | 397 | |
Due to related party | 56 | 70 | |
Income taxes payable | 916 | 673 | |
Related-party long-term debt, current | 670 | 39 | |
Long-term debt, current | 43,849 | 22,531 | |
Derivative liability, current | 1,633 | 0 | |
Forward share purchase liability | 17,577 | 0 | |
Other current liabilities | 1,048 | 0 | |
Total current liabilities | 115,880 | 34,872 | |
Related-party long-term debt, noncurrent | 0 | 381 | |
Long-term debt, noncurrent | 99,079 | 344 | |
Deferred tax liabilities | 31,059 | 6,072 | |
Warrant liabilities, noncurrent | 399 | 0 | |
Derivative liability, noncurrent | 10,305 | 0 | |
Other long-term liabilities | 3,399 | 0 | |
Total liabilities | 260,121 | 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; 117,800 issued and outstanding at September 30, 2021; 70,021 issued and outstanding at December 31, 2020 | 12 | 7 | |
Additional paid-in capital | 621,861 | 222,900 | |
Accumulated deficit | (5,328) | (2,186) | |
Accumulated other comprehensive loss | (3,459) | 0 | |
Total UpHealth, Inc., stockholders’ equity | 613,086 | 220,721 | |
Noncontrolling interests | 15,834 | 0 | |
Total stockholders’ equity | 628,920 | 220,721 | [1] |
Total liabilities and stockholders’ equity | $ 889,041 | $ 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 | Sep. 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) | 117,800,353 | 70,021,000 |
Common stock, outstanding (in shares) | 117,800,353 | 70,021,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenue | $ 49,070,000 | $ 0 | $ 93,768,000 | $ 0 |
Total cost of goods and services | 29,288,000 | 0 | 55,664,000 | 0 |
Gross margin | 19,782,000 | 0 | 38,104,000 | 0 |
Operating expenses: | ||||
Sales and marketing | 3,090,000 | 0 | 5,670,000 | 0 |
Research and development | 1,916,000 | 0 | 5,759,000 | 0 |
General and administrative | 11,452,000 | 944,000 | 22,481,000 | 1,483,000 |
Depreciation and amortization | 3,626,000 | 0 | 7,496,000 | 0 |
Stock-based compensation | 410,000 | 0 | 410,000 | 0 |
Lease abandonment expenses | 915,000 | 0 | 915,000 | 0 |
Acquisition-related expenses | 1,227,000 | 0 | 36,566,000 | 0 |
Total operating expenses | 22,636,000 | 944,000 | 79,297,000 | 1,483,000 |
Loss from operations | (2,854,000) | (944,000) | (41,193,000) | (1,483,000) |
Other income: | ||||
Interest expense | (8,145,000) | 0 | (13,760,000) | 0 |
Gain on consolidation of equity method investment | 0 | 0 | 640,000 | 0 |
Gain (Loss) on Derivative Instruments, Net, Pretax | 49,885,000 | 0 | 49,885,000 | 0 |
Gain on fair value of warrant liabilities | 373,000 | 0 | 1,447,000 | 0 |
Gain on extinguishment of debt | 0 | 0 | 151,000 | 0 |
Other income, net, including interest income | 259,000 | 0 | 40,000 | 0 |
Total other income | 42,372,000 | 0 | 38,403,000 | 0 |
Income (loss) before income tax benefit (expense) | 39,518,000 | (944,000) | (2,790,000) | (1,483,000) |
Income tax (expense) benefit | (6,695,000) | 423,000 | 357,000 | 423,000 |
Net income (loss) before loss from equity method investment | 32,823,000 | (521,000) | (2,433,000) | (1,060,000) |
Loss from equity method investment | 0 | 0 | (561,000) | 0 |
Net income (loss) | 32,823,000 | (521,000) | (2,994,000) | (1,060,000) |
Less: net loss attributable to noncontrolling interests | 231,000 | 0 | 147,000 | 0 |
Net income (loss) attributable to UpHealth, Inc. | $ 32,592,000 | $ (521,000) | $ (3,141,000) | $ (1,060,000) |
Net income (loss) per share attributable to UpHealth, Inc.: | ||||
Basic (in dollars per share) | $ 0.28 | $ (0.01) | $ (0.03) | $ (0.02) |
Diluted (in dollars per share) | $ 0.28 | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 117,628 | 50,050 | 95,194 | 50,050 |
Diluted (in shares) | 118,073 | 50,050 | 95,194 | 50,050 |
Services | ||||
Total revenue | $ 21,977,000 | $ 0 | $ 45,563,000 | $ 0 |
Total cost of goods and services | 12,434,000 | 0 | 26,497,000 | 0 |
Licenses and subscriptions | ||||
Total revenue | 10,956,000 | 0 | 23,759,000 | 0 |
Total cost of goods and services | 6,350,000 | 0 | 13,020,000 | 0 |
Products | ||||
Total revenue | 16,137,000 | 0 | 24,446,000 | 0 |
Total cost of goods and services | $ 10,504,000 | $ 0 | $ 16,147,000 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 32,823 | $ (521) | $ (2,994) | $ (1,060) |
Foreign currency translation adjustments, net of tax | 19 | 0 | (3,459) | 0 |
Comprehensive income (loss) | 32,842 | (521) | (6,453) | (1,060) |
Less: comprehensive loss attributable to noncontrolling interests | 231 | 0 | 147 | 0 |
Comprehensive income (loss) attributable to UpHealth, Inc. | $ 32,611 | $ (521) | $ (6,600) | $ (1,060) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY $ in Thousands | USD ($)shares | Common StockUSD ($)shares | Additional Paid-In CapitalUSD ($) | Accumulated DeficitUSD ($) | Accumulated Other Comprehensive LossUSD ($) | Total UpHealth, Inc. Stockholders’ EquityUSD ($) | Noncontrolling InterestsUSD ($) | ||
Beginning balance (in shares) at Dec. 31, 2019 | shares | [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) | shares | [1] | 50,050,000 | |||||||
Issuance of common stock for formation | [1] | 0 | $ 5 | (5) | |||||
Net income (loss) | (203) | (203) | (203) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | shares | [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 | shares | [1] | 0 | |||||||
Beginning balance at Dec. 31, 2019 | [1] | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (1,060) | ||||||||
Foreign currency translation adjustments | 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | shares | 50,050,000 | ||||||||
Ending balance at Sep. 30, 2020 | (1,060) | $ 5 | (5) | (1,060) | 0 | (1,060) | 0 | ||
Beginning balance (in shares) at Mar. 31, 2020 | shares | [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 income (loss) | (336) | (336) | (336) | ||||||
Ending balance (in shares) at Jun. 30, 2020 | shares | [1] | 50,050,000 | |||||||
Ending balance at Jun. 30, 2020 | [1] | (539) | $ 5 | (5) | (539) | 0 | (539) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (521) | (521) | (521) | ||||||
Foreign currency translation adjustments | 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | shares | 50,050,000 | ||||||||
Ending balance at Sep. 30, 2020 | $ (1,060) | $ 5 | (5) | (1,060) | 0 | (1,060) | 0 | ||
Beginning balance (in shares) at Dec. 31, 2020 | shares | 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) | shares | [1] | 8,749,000 | |||||||
Issuance of common stock to consummate business combinations | [1] | 104,798 | $ 1 | 87,408 | 87,409 | 17,389 | |||
Net income (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 | shares | [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 | shares | 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 income (loss) | (2,994) | ||||||||
Foreign currency translation adjustments | $ (3,459) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | shares | 117,800,353 | 117,800,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 628,920 | $ 12 | 621,861 | (5,328) | (3,459) | 613,086 | 15,834 | ||
Beginning balance (in shares) at Mar. 31, 2021 | shares | [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) | shares | 26,162,000 | ||||||||
Issuance of common stock to consummate business combinations | 241,885 | $ 3 | 243,584 | 243,587 | (1,702) | ||||
Merger recapitalization (in shares) | shares | 9,471,000 | ||||||||
Merger recapitalization | 54,605 | $ 1 | 54,604 | 54,605 | |||||
PIPE common stock issuance (in shares) | shares | 3,000,000 | ||||||||
PIPE common stock issuance | 27,079 | 27,079 | 27,079 | ||||||
Forward share repurchase agreement | (17,000) | (17,000) | (17,000) | ||||||
Issuance of common stock for debt conversion (in shares) | shares | 200,000 | ||||||||
Issuance of common stock for debt conversion | 1,879 | 1,879 | 1,879 | ||||||
Net income (loss) | (32,790) | (32,784) | (32,784) | (6) | |||||
Foreign currency translation adjustments | (2,319) | (2,319) | (2,319) | ||||||
Ending balance (in shares) at Jun. 30, 2021 | shares | 117,605,000 | ||||||||
Ending balance at Jun. 30, 2021 | $ 594,672 | $ 12 | 620,455 | (37,920) | (3,478) | 579,069 | 15,603 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exchange ratio | 10.28 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | shares | 117,800,353 | 117,800,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 628,920 | $ 12 | 621,861 | (5,328) | (3,459) | 613,086 | 15,834 | ||
Beginning balance (in shares) at Jun. 30, 2021 | shares | 117,605,000 | ||||||||
Beginning balance at Jun. 30, 2021 | 594,672 | $ 12 | 620,455 | (37,920) | (3,478) | 579,069 | 15,603 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Purchase consideration adjustment | 677 | 677 | 677 | ||||||
Exercise of stock options, net (in shares) | shares | 196,000 | ||||||||
Exercise of stock option, net | 319 | 319 | 319 | ||||||
Stock-based compensation | 410 | 410 | 410 | ||||||
Net income (loss) | 32,823 | 32,592 | 32,592 | 231 | |||||
Foreign currency translation adjustments | $ 19 | 19 | 19 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | shares | 117,800,353 | 117,800,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 628,920 | $ 12 | $ 621,861 | $ (5,328) | $ (3,459) | $ 613,086 | $ 15,834 | ||
[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 | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (2,994) | $ (1,060) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,701 | 0 |
Amortization of debt issuance costs and discount on convertible debt | 5,398 | 0 |
Stock-based compensation | 410 | 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 | (1,447) | 0 |
Gain on fair value of convertible derivative | (49,885) | 0 |
Loss on disposal of property and equipment | 80 | 0 |
Deferred income taxes | (1,274) | 0 |
Other | 350 | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (31,428) | 0 |
Inventories | (326) | 0 |
Prepaid expenses and other current assets | (1,050) | 0 |
Accounts payable and accrued expenses | 18,510 | 1,060 |
Income taxes payable | 886 | 0 |
Deferred revenue | 4,643 | 0 |
Due to related parties | 17 | 0 |
Other current liabilities | 230 | 0 |
Net cash used in operating activities | (48,409) | 0 |
Investing activities: | ||
Purchases of property and equipment | (1,879) | 0 |
Due to related parties | 253 | 0 |
Net cash acquired in acquisition of businesses | 4,263 | 0 |
Net cash acquired in acquisition of businesses | 2,637 | 0 |
Financing activities: | ||
Proceeds from merger and recapitalization transaction | 83,435 | 0 |
Proceeds from convertible debt | 164,500 | 0 |
Repayments of debt | (23,307) | 0 |
Proceeds From Provider Relief Funds | 506 | 0 |
Payments of debt issuance costs | (8,100) | 0 |
Payments of seller notes | (99,207) | |
Payments of capital lease obligations | (1,253) | 0 |
Proceeds from stock option exercises | 319 | 0 |
Distribution to noncontrolling interest | (100) | 0 |
Payments of amount due to member | (4,271) | 0 |
Net cash provided by financing activities | 112,522 | 0 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (807) | 0 |
Net increase in cash, cash equivalents, and restricted cash | 65,943 | 0 |
Cash, cash equivalents, and restricted cash, beginning of period | 2,369 | 0 |
Cash, cash equivalents, and restricted cash, end of period | 68,312 | 0 |
Supplemental cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 4,640 | 0 |
Cash paid for income taxes | 0 | 0 |
Issuance of common stock for debt conversion | 1,879 | 0 |
Property and equipment acquired through capital lease and vendor financing arrangements | 1,047 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 67,877 | 0 |
Restricted cash | 435 | 0 |
Total cash, cash equivalents, and restricted cash | 68,312 | 0 |
TTC | ||
Issuance of common stock and promissory note to consummate business combination | 34,954 | 0 |
Glocal | ||
Issuance of common stock | 110,122 | 0 |
Innovations Group | ||
Issuance of common stock and promissory note to consummate business combination | 157,878 | 0 |
Cloudbreak | ||
Issuance of common stock and promissory note to consummate business combination | $ 106,298 | $ 0 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 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. On October 26, 2020, the shareholders of UpHealth Services, Inc. ("UpHealth Services") contributed their shares of UpHealth Services to UpHealth Holdings in exchange for shares of UpHealth Holdings, resulting in UpHealth Services being a wholly-owned subsidiary of UpHealth Holdings. There was an immaterial disclosure in the Quarterly Report on Form 10-Q for the six-months ended June 30, 2021 which mistakenly described the reorganization of UpHealth Services as a merger rather than a contribution of shares. UpHealth Services' pre-UpHealth Business Combinations financial statements are now UpHealth Holdings' pre-UpHealth Business Combinations financial statements and are reflected in the three and nine months ended September 30, 2020. UpHealth Services was incorporated in Illinois on November 5, 2019; operations effectively began January 1, 2020 and have continued to date. On November 20, 2020, UpHealth Holdings completed the acquisition of Thrasys, Inc. (“Thrasys”), a California corporation and a provider of an advanced, comprehensive, and extensible technology platform, marketed under the umbrella “SyntraNet TM ,” to manage health, quality of care, and costs, especially for individuals with complex medical, behavioral health, and social needs. On November 20, 2020, 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 a gain on consolidation of equity method investment in the condensed consolidated statement of operations for the three months ended March 31, 2021. On May 14, 2021, June 21, 2021, and August 27 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8% and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of September 30, 2021. Glocal is included in our condensed consolidated financial statements as of March 26, 2021. On January 25, 2021, UpHealth Holdings completed the acquisition of TTC Healthcare, Inc. (“TTC”), a Delaware corporation and a provider of medical, retail pharmacy, and billing services for individuals with complex medical and behavioral health needs. On April 27, 2021, UpHealth Holdings completed the acquisition of Innovations Group, Inc. (d/b/a MedQuest) ("Innovations"), a Utah corporation and a Utah-based internet pharmacy company. Cloudbreak Cloudbreak, a Delaware limited liability company that was formed on May 26, 2015, is a unified telemedicine and video medical interpretation solutions provider. On June 9, 2021, contemporaneous with the GigCapital2 merger with UpHealth Holdings, GigCapital2 completed the acquisition of Cloudbreak. See Note 3, Business Combinations , for further information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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. Certain amounts included in the prior quarter's condensed consolidated financial statements have been reclassified to conform to the current quarter's presentation. 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 the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) guidance for identification and reporting of entities over which control is achieved through means other than voting rights. The guidance defines such entities as Variable Interest Entities (“VIEs”). We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. 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 September 30, 2021, the VIE had total assets of $4.5 million and total liabilities of $4.0 million. For the nine months ended September 30, 2021, revenues of $0.1 million were eliminated in consolidation. For the nine months ended September 30, 2021, expenses were $0.1 million, 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 September 30, 2021, we had $0.4 million of restricted cash. At December 30, 2020, we had restricted cash totaling $0.5 million, representing an escrow account containing the balance of a Paycheck Protection Program (“PPP”) loan. The PPP loan was forgiven and the restricted cash returned to us in the three months ended June 30, 2021. Receivable 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 September 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For subscription-based medical language interpretation services provided by and the sales of products through our virtual care infrastructure operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At September 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For medical services provided through our services operations, accounts receivable are recorded without collateral from patients, most of whom are local residents and are insured under third-party payor agreements. Accounts receivable are based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience adjusted for economic conditions and other trends affecting our ability to collect outstanding amounts. At September 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 prescriptions provided through our services operations, accounts receivable are recorded at net invoice amount from patients. For all prescriptions including compounded and customized medications, substantially all accounts receivable are paid by credit card at the time of shipment. At September 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For the three months ended September 30, 2021, one customer accounted for approximately 16% of total revenues, and for the nine months ended September 30, 2021, one customer accounted for approximately 20% of total revenues. At September 30, 2021, one customer accounted for approximately 42% 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 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 during the application development stage, which consists primarily of internal personnel costs and external contractor costs. Costs incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Intangible Assets Acquired intangible assets subject to amortization are stated at fair value and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. No impairment charge was recognized during the three and nine months ended September 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 nine months ended September 30, 2021. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of each acquisition date to estimate the fair value of assets acquired and liabilities assumed. We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. In evaluating whether new information obtained meets the criteria for adjusting provisional amounts, management must consider all relevant factors. 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. 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 sheets. Stock Based Compensation Our stock-based compensation primarily consists of stock options and restricted stock units ("RSUs"). Stock-based compensation is recognized in the consolidated statements of operations based on the grant date fair value of the awards. The fair value of stock options is determined on the grant date using a Black-Scholes model. The fair value of RSUs is determined by the grant date market price of our common shares. The compensation expense recognized for stock-based awards is recognized ratably over the service period of the awards. Revenue Recognition We recognize revenue in accordance with ASC guidance on revenue from contracts with customers. Revenue is reported at the amount that reflects the consideration to which we expect to be entitled in exchange for providing goods and services. Contract Assets, Contract Liabilities, and Remaining Performance Obligations We record a contract asset when revenue recognized on a contract exceeds the billings. Thrasys and Cloudbreak generally invoice customers 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 services revenues primarily through the provision of professional services through Thrasys; the provision of medical and behavioral health services by accredited medical professionals through BHS, TTC, and Glocal; and the provision of subscription-based medical language interpretation services through Cloudbreak, as follows: • Services – Professional services for training, set-up, configuration, implementation, and customization services The majority of our professional services contracts related to SaaS are on a time and materials basis, which may also be independently offered by our competitors. When these services are not combined with other SaaS revenues as a distinct performance obligation, revenue is recognized as the services are rendered for time and materials contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. Training revenue, set-up fees, and configuration fees are recognized as the services are completed. • Services – Medical and behavioral services provided through our clinics and hospitals, digital dispensaries, and behavioral services operations Performance obligations for medical and behavioral services provided by accredited medical and clinical professionals are satisfied over time as services are provided, and revenue is recognized accordingly. Revenue is based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience, adjusted for economic conditions and other trends affecting our ability to collect outstanding items. Substantially all of our patients are insured under third-party payor agreements. Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance, which may vary in amount. We also provide services to uninsured patients and may offer those uninsured patients a discount from standard charges. We estimate the transaction price for patients with deductibles and coinsurance, and from those who are uninsured, based on historical experience and market conditions. We determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by payors having different reimbursement and payment methodologies, length of the patient’s service, and method of reimbursement. Estimates of net realizable value are subject to significant judgment and approximation by management. It is possible that actual results could differ from the historical estimates management has used to help determine the net realizable value of revenue. If actual collections either exceed or are less than the net realizable value estimates, we record a revenue adjustment, either positive or negative, for the difference between the estimate of the receivable and the amount actually collected in the reporting period in which the collection occurred. No significant adjustments were recorded in the three and nine months ended September 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. Licenses and Subscriptions Revenues Software license revenue is recognized by Thrasys based on whether or not the license constitutes a distinct performance obligation. If the license 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 provided by Thrasys are recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our service is made available to the customer. 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. Product Revenues We derive product revenue from sales of products through Innovations' digital pharmacy operations, BHS' pharmaceutical operations, and Glocal's construction of clinics and sales of digital dispensaries. Our pharmacy sales are primarily a function of the price per unit for pharmaceutical products sold and the number of prescriptions provided to customers. We recognize revenue at the time the client effectively takes possession and control of the product. Construction of clinics are typically billed based on milestones and sales of digital dispensaries are typically billed upon contract signing and delivery of the digital dispensaries. Revenue for both is typically recognized over time based on the percentage of costs incurred to date relative to the estimated total costs for the contract, as this method best depicts how control of the product is being transferred. Contracts with Multiple Performance Obligations and Transaction Prices From time to time, we may enter into contracts that contain multiple performance obligations, particularly with our SaaS internet hosting, licenses, subscriptions, and services. Additionally, we may enter into contracts that contain multiple performance obligations with our clinics and digital dispensaries, including maintenance and telehealth services. For these arrangements, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. A significant portion of our contracts with customers have fixed transaction prices. For some contracts, the amount of consideration to which we will be entitled is variable. We include variable consideration in a contract’s transaction price only to the extent that we have a relatively high level of confidence that the amounts will not be subject to significant reversals. In determining amounts of variable consideration to include in a contract’s transaction price, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to significant reversal. 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 services for professional services, medical and behavioral services, and subscription-based medical language interpretation services includes the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide direct services and/or generate billable hours, and an appropriately allocated portion of indirect overhead. Direct labor is the direct provision of activities to manufacture or provide a good or service. Indirect overhead include allocable costs, such as facilities, information technology, and depreciation and amortization costs. Cost of services for licenses and subscriptions includes all the accumulated costs of providing a hybrid cl |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 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 We have included a measurement period table for each acquisition, identifying the line item or line items where an adjustment was deemed necessary and have quantified its impact. We 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. The Formation of UpHealth Holdings UpHealth Holdings was formed on October 26, 2020, as a Delaware corporation, when the shareholders of UpHealth Services, Inc. contributed all of the shares of UpHealth Services to UpHealth Holdings in exchange for outstanding common stock of UpHealth Holdings, resulting in UpHealth Services being a wholly-owned subsidiary of UpHealth Holdings. There was an immaterial disclosure in the Quarterly Report on Form 10-Q for the six-months ended June 30, 2021 which mistakenly described the reorganization of UpHealth Services as a merger rather than a contribution of shares. 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 of September 30, 2021 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 Thrasys 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 recorded as a decrease in debt and goodwill during the three months ended June 30, 2021. In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreement, resulting in a decrease in net assets acquired and goodwill of $2.5 million during the three months ended June 30, 2021. 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 September 30, 2021 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 15,339 (767) 16,106 Total assets acquired 17,037 (767) 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 847 421 426 Debt 229 (1,005) 1,234 Total liabilities assumed 1,450 (584) 2,034 Net assets acquired $ 15,587 $ (183) $ 15,770 In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $0.2 million during the three months ended June 30, 2021. Additionally, during the three months ended June 30, 2021, BHS recorded an accrual in the amount of $0.4 million for amounts owing to providers as of the acquisition date, with an offsetting increase in goodwill. BHS submitted a request for forgiveness of its $1.0 million PPP loans during 2021 and it was forgiven in full and BHS was legally released from repaying the loan by the SBA in August 2021. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended September 30, 2021. 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 of September 30, 2021 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 TTC submitted a request for forgiveness of its PPP loans in 2020 and they were forgiven in full and TTC was legally released from repaying the loans in the amount of $0.9 million and $0.3 million in February and March 2021, respectively. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended March 31, 2021. In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $1.2 million. Additionally, during the three months ended June 30, 2021, TTC recorded an accrual in the amount of $2.8 million for amounts owing to a related party as of the acquisition date, with an offsetting increase in goodwill. 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, June 21, 2021, and August 27 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8%, and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of September 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 virtual care infrastructure 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 September 30, 2021 Measurement Period Adjustments As of March 26, Accounts receivable, net $ 4,461 $ (2,000) $ 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 109,872 18,001 91,871 Total assets acquired 195,913 16,001 179,912 Accounts payable 579 — 579 Accrued expenses and other current liabilities 8,271 — 8,271 Deferred tax liability 9,890 9,890 — Debt 34,171 11,959 22,212 Noncontrolling interest 17,389 — 17,389 Total liabilities assumed and noncontrolling interest 70,300 21,849 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 net decrease in net assets acquired and goodwill of $5.8 million during the three months ended June 30, 2021. Additionally, during the three months ended June 30, 2021, Glocal recorded a deferred tax liability in the amount of $9.9 million relating to identifiable intangible assets acquired in connection with the acquisition, with an offsetting increase in goodwill. Additionally, during the three months ended September 30, 2021, Glocal recorded a reserve against its accounts receivable in the amount of $2.0 million and a liability related to redeemable preferred shares as of the acquisition date in the amount of $12.0 million with offsetting increases in goodwill. The acquired intangible assets from Glocal and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Technology and intellectual property $ 38,039 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 services 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 of September 30, 2021 Measurement Period Adjustments As of April 27, 2021 Accounts receivable $ 47 $ — $ 47 Inventories 2,693 — 2,693 Prepaid expenses and other 530 — 530 Identifiable intangible assets 28,325 — 28,325 Property and equipment 7,937 — 7,937 Other assets 22 — 22 Goodwill 144,264 534 143,730 Total assets acquired 183,818 534 183,284 Accounts payable 472 — 472 Accrued expenses and other current liabilities 780 — 780 Deferred revenue 302 — 302 Deferred tax liability 7,837 — 7,837 Debt 4,069 — 4,069 Noncontrolling interests 534 534 — Total liabilities assumed and noncontrolling interest 13,994 534 13,460 Net assets acquired $ 169,824 $ — $ 169,824 During the three months ended September 30, 2021, Innovations recorded noncontrolling interests as of the acquisition date in the amount of $0.5 million, with an offsetting increase in goodwill. The acquired intangible assets from Innovations and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 10,925 10 Definite-lived intangible assets—Technology and intellectual property 8,075 5 - 7 Definite-lived intangible assets—Customer relationships 9,325 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 virtual care infrastructure 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 of September 30, 2021 Measurement Period Adjustments As of June 9, 2021 Accounts receivable $ 4,810 $ — $ 4,810 Prepaid expenses and other 921 — 921 Identifiable intangible assets 32,475 — 32,475 Property and equipment 6,882 — 6,882 Other assets 1,042 — 1,042 Goodwill 111,363 395 110,968 Total assets acquired 157,493 395 157,098 Accounts payable 2,518 — 2,518 Accrued expenses and other current liabilities 987 82 905 Deferred revenue 15 — 15 Deferred tax liability 7,906 — 7,906 Other long-term liabilities 300 300 — Debt 3,752 — 3,752 Total liabilities assumed 15,478 382 15,096 Net assets acquired $ 142,015 $ 13 $ 142,002 During the three months ended September 30, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net increase in net assets acquired and goodwill of $13 thousand. In addition, during the three months ended September 30, 2021, Cloudbreak recorded a deferred rent liability related to its operating leases as of the acquisition date in the amount of $0.4 million, with an offsetting increase in goodwill. The acquired intangible assets from Cloudbreak and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 12,975 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 comprises 75% of the ongoing operations of the combined entity, UpHealth Holdings controls a majority of the governing body of the combined company, and UpHealth Holdings' senior management comprises most of the senior management of the combined company. The net assets of GigCapital2 were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the acquisition are those of UpHealth Holdings. The shares and corresponding capital amounts and loss per share related to UpHealth Holdings' outstanding common stock prior to the acquisition have been retroactively restated to reflect the exchange ratio (1.0 UpHealth Holdings share to 10.28 GigCapital2 shares) established in the business combination agreement. Acquisition-Related Costs For the three and nine months ended September 30, 2021, we have incurred $1.2 million and $36.6 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 Nine Months Ended September 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 September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Pro Forma Revenues $ 49,070 $ 26,582 $ 118,848 $ 86,050 Net income (loss) $ 32,592 $ (3,215) $ (7,459) $ (12,269) Basic earnings per share $ 0.28 $ (0.06) $ (0.08) $ (0.25) Diluted earnings per share $ 0.28 $ (0.06) $ (0.08) $ (0.25) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: (In thousands) September 30, 2021 December 31, 2020 Land $ 16,303 $ — Buildings 21,607 — Leasehold improvements 3,363 — Medical and surgical equipment 2,751 — Electrical and other equipment 495 73 Computer equipment, furniture and fixtures 8,843 33 Vehicles 185 48 Internal use software 941 — Construction in progress 4,117 — 58,605 154 Accumulated depreciation and amortization (2,820) (3) Total property and equipment, net $ 55,785 $ 151 Depreciation expense was $1.8 million and zero for the three months ended September 30, 2021 and 2020, respectively, and $2.8 million and zero for the nine months ended September 30, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 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 Measurement period adjustment—Thrasys (3,052) Measurement period adjustment—BHS (767) Business acquisition of TTC 57,574 Measurement period adjustment—TTC 347 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 18,001 Business acquisition of Innovations 143,730 Measurement period adjustment—Innovations 534 Business acquisition of Cloudbreak 110,968 Measurement period adjustment—Cloudbreak 395 Foreign exchange (1,981) Balance at September 30, 2021 $ 581,814 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 (1,567) (4,033) (1,416) (7,016) Foreign exchange — (775) — (775) September 30, 2021 $ 30,523 $ 57,836 $ 31,596 $ 119,955 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 $3.5 million and none for the three months ended September 30, 2021 and 2020, respectively. Amortization expense was $7.0 million and none for the nine months ended September 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 $ 775 $ 2,016 $ 732 $ 3,523 2022 3,100 8,064 2,929 14,093 2023 3,092 8,064 2,929 14,085 2024 2,674 8,064 2,929 13,667 2025 2,650 8,064 2,929 13,643 Thereafter 18,232 23,564 19,148 60,944 $ 30,523 $ 57,836 $ 31,596 $ 119,955 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 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, June 21, 2021 and August 27, 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8%, and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of September 30, 2021. See Note 3, Business Combinations , for further information. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: (In thousands) September 30, 2021 December 31, 2020 Accrued professional fees $ 9,769 $ 4,246 Accrued products and licenses 11,892 691 Accrued interest on debt 5,725 142 Accrued payroll and bonuses 2,446 1,545 Accrued taxes in connection with shareholder distribution 2,011 1,493 Other accruals 2,875 365 Total accrued expenses $ 34,718 $ 8,482 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: (In thousands) September 30, 2021 December 31, 2020 Convertible notes $ 160,000 $ — Other debt facilities (various maturities and interest rates) 29,128 — Paycheck Protection Program loans — 1,545 Provider Relief Funds 745 230 Seller notes 18,680 21,100 Total debt 208,553 22,875 Less: unamortized original issue and debt discount (65,625) — Total debt, net of unamortized original issue and debt discount 142,928 22,875 Less: current portion of debt (43,849) (22,531) Noncurrent portion of debt $ 99,079 $ 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 September 30, 2021, the fair value of the derivative was $11.9 million, of which $1.6 million was included in derivative liability, current, and $10.3 million was included in derivative liability, noncurrent, in the condensed consolidated balance sheets. Total interest expense for the three months ended September 30, 2021 was $6.0 million, of which $2.5 million related to contractual interest expense, $3.1 million related to derivative accretion, and $0.4 million related to debt issuance costs amortization. Total interest expense for the nine months ended September 30, 2021 was $7.4 million, of which $3.1 million related to contractual interest expense, $3.8 million related to derivative accretion, and $0.5 million related to debt issuance costs amortization. Total other income for the three and nine months ended September 30, 2021 included a $49.9 million gain on the fair value of the derivative liability. 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 will 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. During October 2021, we completed an offering of our common stock, from which we received $46.3 million, before underwriting discounts and commissions and estimated offering expenses of $3.3 million. See Note 18, Subsequent Events , for further information. 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 carryin g value of $25.1 million (or INR 1.9 billion) as of September 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. During the three months ended September 30, 2021, Glocal repaid $6.0 million of the aggregate carrying value of the term loans. At September 30, 2021 accrued interest on Glocal's debt facilities was $5.4 million and is included in accrued expenses in the condensed consolidated balance sheets. For the three and nine months ended September 30, 2021, interest expense was $1.1 million and $1.8 million, respectively. 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 sheets due to their default status while negotiations continue. We believe 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 September 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 September 30, 2021, the outstanding balance of the loan was $0.9 million . At September 30, 2021, for both of the real estate loans discussed above, accrued interest was $6 thousand and for the three and nine months ended September 30, 2021, interest expense was $49 thousand and $83 thousand, respectively . Convertible Notes On March 23, 2021, we issued a $4.1 million principal amount, 15.0% convertible note (the “2021 Note”) of which $0.5 million was to be converted and repaid in UpHealth common stock and the remainder in cash. The 2021 Note bears interest at a fixed rate of 15.0% per year, to begin accruing on June 15, 2021 if not repaid previous to this date. Total proceeds received from the 2021 Note were $3.0 million, net of original issue discount of $1.0 million. Additional debt issuance costs of $0.1 million for a placement fee were accrued, and paid at the closing. The principal and accrued interest of the 2021 Note was due and payable by us to the holder on the earlier of (1) the date that is one business day after the closing of the Business Combinations and we begin public trading, (2) the maturity date, which is nine months from the issuance of the 2021 Note, or (3) November 23, 2021, pursuant to its payment provisions. On June 9, 2021, in connection with the closing of the Business Combinations , we paid the holder of the 2021 Note the sum of $3.6 million and the remaining $0.5 million balance due to the holder was converted and exchanged into 50,000 shares of UpHealth common stock. Original issue discount and debt issuance costs of $0.5 million were written-off and a $31 thousand gain on extinguishment of debt was recognized and included in other income, net, including interest income, in the condensed consolidated statements of operations. On January 6, 2021, we issued a $1.5 million principal amount, 5.0% convertible note due January 6, 2026 (the “2026 5% Note”). The 2026 5% Note is unsecured and bears interest at a fixed rate of 5.0% per year and, unless earlier converted, the principal and accrued interest of the 2026 5% Note will be due and payable by us at any time on or after the maturity date at our election or upon demand by the holder. On June 9, 2021, in connection with the closing of the Business Combinations, the 2026 5% Note was converted into 150,367 shares of UpHealth common stock, representing the total outstanding principal balance and unpaid accrued interest of $1.5 million and $30 thousand , respectively. A $0.1 million gain on extinguishment was recognized and included in other income, net, including interest income, in the 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 during 2021 and it was forgiven in full and the subsidiary legally released from repaying the loan by the SBA in August 2021. The forgiveness was recognized as a measurement period adjustment to goodwill during the three months ended September 30, 2021 (see Note 5, Goodwill and Intangible Assets , for further information). One of our subsidiaries applied for forgiveness of its $1.9 million PPP loans during 2020, of which three of the loans, totaling $0.7 million, were forgiven in full by the SBA and the subsidiary was legally released from repaying the loans. In February 2021 and March 2021, the remainder of the PPP loans totaling $0.9 million and $0.3 million, respectively, were forgiven by the SBA and the subsidiary was legally released from repaying the loans. We recorded this as a measurement period adjustment to goodwill during the three months ended March 31, 2021 (see Note 5, Goodwill and Intangible Assets , for further information). Provider Relief Funds Provider Relief Funds (“PRF”) were made available by the U.S. Department of Health and Human Services (“HHS”) as part of a $100 billion appropriation as part of the CARES Act’s Provider Relief Fund. In April and July 2020, one of our subsidiaries received PRF proceeds aggregating $0.2 million, and in January 2021, another subsidiary received PRF proceeds aggregating $0.5 million. The PRF amounts received will not require repayment as long as the subsidiaries comply with certain terms and conditions outlined by HHS. The terms and conditions first require the subsidiaries to identify health care-related expenses attributed to COVID-19 that another source has not reimbursed or is obligated to reimburse. If those expenses do not exceed the funding received, the subsidiaries then apply the funds to patient care lost revenue. On January 15, 2021 HHS released a Post-Payment Notice of Reporting Requirements Notice that provides healthcare providers three options to calculate patient care lost revenue. As of September 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 September 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 September 30, 2021 and December 31, 2020, respectively. The notes bear interest at rates of 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 September 30, 2021. The accrued interest payable was $29 thousand and $9 thousand at September 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. In August 2021, we paid an additional $11.1 million of the seller notes and deferred the maturity date to September 2022 for $18.7 million of the seller notes. At September 30, 2021 and December 31, 2020, seller notes totaled $18.7 million and $21.1 million, respectively. The accrued interest payable was $0.3 million and $0.1 million at September 30, 2021 and December 31, 2020, respectively, and is included in accrued expenses in the condensed consolidated balance sheets. Interest expense was $0.3 million and $1.1 million for the three and nine months ended September 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 September 30, 2021, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) Remaining 2021 $ 25,079 2022 18,798 2023 124 2024 129 2025 135 Thereafter 164,288 Total $ 208,553 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 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 September 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: September 30, 2021 (In thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 11,938 $ 11,938 Warrant liability $ — $ 399 $ — $ 399 $ — $ 399 $ 11,938 $ 12,337 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 September 30, 2021, the fair value of the deriv ative was $11.9 million, of which $1.6 million was included in derivative liability, current, and $10.3 million was included in derivative liability, non current in the condensed consolidated balance sheets. Total other income for the three and nine months ended September 30, 2021 included a $49.9 million gain on the fair value of the derivative liability. The fair value of the derivative liability is considered a Level 3 valuation and is determined using a Binomial Lattice Option Pricing Model. The significant assumptions used in the model were: September 30, 2021 Stock price $3.16 Volatility 73.0% Risk free rate 0.91% Exercise price $10.65 Expected life (in years) 4.69 Conversion periods 2-5 years Future share price $0.01-$53.49 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 September 30, 2021, the fair value of the Private Placement Warrants and the PIPE Warrants was determined to be $0.46 per warrant, totaling $0.3 million and $0.1 million respectively, and are included in warrant liabilities in the condensed consolidated balance sheets. During the three and nine months ended September 30, 2021, we recorded a $0.3 million gain and a $0.1 million gain, respectively, due to the fair value changes in the Private Placement Warrants, and during the three and nine months ended September 30, 2021, we recorded a $0.1 million gain and a $1.3 million gain, respectively, due to the fair value changes in the PIPE Warrants, and is included in gain 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 nine months ended September 30, 2021. |
Capital Structure
Capital Structure | 9 Months Ended |
Sep. 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. 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 September 30, 2021, there were no shares of preferred stock outstanding. Common Stock Our Second Amend ed and Restated Certificate of Incorporation, authorizes the issuance of 300,000,000 shares of common stock, par value of $0.0001. As of September 30, 2021, there were 117,800,353 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. Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance as of September 30, 2021 were as follows: (In thousands) Number of Shares Restricted stock units outstanding 5,199 Stock options outstanding 1,516 Shares issuable upon conversion of 2026 Notes 15,023 Shares issuable upon conversion of Public Warrants 17,250 Shares issuable upon conversion of Private Warrants 568 Shares issuable upon conversion of PIPE Warrants 300 Shares available for future grant under 2021 EIP 11,193 51,049 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 September 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 September 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 (expen se) in the condensed consolidated statements of operations. At September 30, 2021, the fair value of the Private Placement Warrants was $0.3 million, which is included in warrant liabilities in the condensed consolidated balance sheets. During the three and nine months ended September 30, 2021, we recorded a $0.3 million gain and a $0.1 million gain, respectively, due to the fair value changes in the Private Placement Warrants, which is included in gain 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 September 30, 2021, the fair value of the PIPE Warrants was $0.1 million, which is included in warrant liabilities in the condensed consolidated balance sheets. During the three and nine months ended September 30, 2021, we recorded a $0.1 million gain and a $1.3 million gain, respectively, due to the fair value changes in the PIPE Warrants, which is included in gain 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 sheets for up to the 1,700,000 shares, at $10.00 per share, of our common stock that KAF may elect to sell and transfer to us and we will repurchase from KAF, plus imputed interest, totaling $17.6 million at September 30, 2021. In October 2021, as agreed with KAF, we transferred $18.1 million to an escrow account. Equity Plans Thrasys' 2019 Stock Incentive Plan Contemporaneous with its merger with UpHealth Holdings on November 20, 2020, Thrasys entered into stock compensation agreements with employees pursuant to the Thrasys 2019 Stock Incentive Plan, a Restricted Stock Award (“RSA”) agreement, and a Restricted Stock Unit (“RSU”) award agreement, and awarded 536,184 RSA shares and 3,427,316 RSU shares to employees. On June 9, 2021, in connection with the Business Combinations, the RSAs and RSUs were settled with a combination of shares of UpHealth common stock and proceeds from the seller notes. As of September 30, 2021, there were no outstanding awards under the Thrasys 2019 Stock Incentive Plan. Cloudbreak 2015 Incentive Plan On June 19, 2015, Cloudbreak created the 2015 Unit Incentive Plan (the “Cloudbreak Plan”), which had a maximum aggregate number of 2,200,000 common units. Cloudbreak measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period. Upon completion of the Business Combinations, UpHealth assumed 1,576,670 options, which were included in purchase consideration, and 134,943 unvested options, which are subject to continued vesting and will be recorded as stock-based compensation prospectively; and Cloudbreak ceased granting awards under the Cloudbreak Plan. In September 2021, options to purchase 195,743 shares of our common stock were exercised. The following table summarizes stock option activity under the Cloudbreak Plan: (In thousands, except per share amounts) Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Outstanding at June 9, 2021 1,711,613 $ 4.45 4.40 $ 915 Options granted — — — Options exercised 195,743 1.63 3.78 299 Options forfeited or expired — — — Outstanding at September 30, 2021 1,515,870 $ 4.81 4.48 $ 616 (1) The aggregate intrinsic value amounts are computed based on the difference between the exercise price of the stock options and the fair market value of our common stock of $3.16 per share as of September 30, 2021 for all in-the-money stock options outstanding. 2021 Equity Incentive Plan On June 4, 2021, the GigCapital2 stockholders considered and approved the 2021 Equity Incentive Plan ("2021 EIP") and reserved 16,420,813 shares of UpHealth common stock for issuance thereunder. The 2021 EIP was previously approved, subject to stockholder approval, by the Board of Directors of GigCapital2 on February 7, 2021. The 2021 EIP became effective immediately upon the closing of the Business Combinations. The number of shares of common stock reserved for issuance under the 2021 EIP will automatically increase on January 1 of each year, beginning on January 1, 2022 and each anniversary thereof during the effectiveness of the 2021 EIP, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of our common stock outstanding on such date, and (ii) such lesser number of shares as may be determined by our Board of Directors. In conjunction with the approval of the 2021 EIP, our Board of Directors also adopted a form of Restricted Stock Units Agreement (the “RSU Agreement”) and a form of Stock Option Agreement (the “Stock Option Agreement”) that we will generally use for grants under our 2021 EIP. The RSU Agreement provides that restricted stock units will vest over a fixed period and be paid as shares of common stock, and that the unvested restricted stock units will expire upon certain terminations of the grantees’ employment or other service relationship with us. The Stock Option Agreement provides that stock options will vest over a fixed period, and that the unvested options will expire upon certain terminations of the grantees’ employment or other service relationship with us. In August 2021, we granted 538,616 RSUs, which vest over three years, to our eight outside Directors. These RSUs will fully vest on May 1, 2024. In August 2021, u nder the terms of the merger agreement with Thrasys, we also granted 4,660,226 RSUs to two officers of Thrasys, upon the filing of a Form S-8 with the SEC on August 12, 2021, which will fully vest on June 9, 2022. In September 2021, 28,616 shares of restricted stock were issued to a consultant. The following table summarizes our RSU activity under the 2021 EIP: Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding at June 30, 2021 — $ — RSUs granted 5,198,842 5.05 RSUs exercised — — RSUs forfeited — — Outstanding at September 30, 2021 5,198,842 $ 5.05 Stock-based Compensation During the three and nine months ended September 30, 2021, we recorded stock-based compensation expense totaling $0.4 million, all of which was attributed to our general and administrative function. As of September 30, 2021, there was $0.6 million of unrecognized stock-based compensation expense related to stock options, expected to be recognized over a weighted-average period of 4.48 years. As of September 30, 2021, there was $2.5 million of unrecognized stock-based compensation expense related to RSUs, expected to be recognized over a weighted-average period of 5.05 years. |
Revenue
Revenue | 9 Months Ended |
Sep. 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 September 30, 2021 Nine Months Ended September 30, 2021 Services $ 21,977 $ 45,563 Licenses and subscriptions 10,956 23,759 Products 16,137 24,446 Total revenue $ 49,070 $ 93,768 Revenue by geography consisted of the following: (In thousands) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Americas $ 32,097 $ 61,449 Europe 7,800 18,600 Asia 5,323 9,869 Africa 3,850 1 3,850 Total revenue $ 49,070 $ 93,768 Our revenue is entirely derived from the healthcare industry. Revenue recognized over-time was approximately 64% and 69% of total revenue during the three and nine months ended September 30, 2021. Contract Assets There were no impairments of contract assets, consisting of unbilled receivables, during the nine months ended September 30, 2021. The change in contract assets was as follows: (In thousands) Nine Months Ended Unbilled receivables, beginning of period $ 3,536 Reclassifications to billed receivables (1,975) Revenues recognized in excess of period billings 11,526 Unbilled receivables, end of period $ 13,087 Contract Liabilities The change in contract liabilities, consisting of deferred revenue, was as follows: (In thousands) Nine 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 5,348 Deferred revenue, end of period $ 5,348 Revenue recognized ratably over time is generally billed in advance and includes SaaS internet hosting, subscriptions, construction of digital dispensaries, and related consulting, implementation, services support, and advisory services. Revenue recognized as delivered over time includes professional services billed on a time and materials basis, and fixed fee professional services and training classes that are primarily billed, delivered, and recognized within the same reporting period. Approximately zero and 0.4% of revenue recognized during the three and nine months ended September 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 September 30, 2021: (In thousands) Total Remaining 2022 - 2024 Subscriptions $ 16,929 9,125 7,804 SaaS and hosting 98 49 49 $ 17,027 9,174 7,853 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 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 (expense) benefit was $(6.7) million and $0.4 million for the three months ended September 30, 2021 and 2020, respectively. The income tax benefit was $0.4 million and $0.4 million for the nine months ended September 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 | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic 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 September 30, Nine Months Ended September 30, (In thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) attributable to UpHealth, Inc. $ 32,592 $ (521) $ (3,141) $ (1,060) Denominator: Weighted average shares outstanding (1) 117,628 50,050 95,194 50,050 Diluted effect of stock awards 270 — — — Diluted effect of RSU's 175 — — — Diluted effect of convertible notes — — — — Diluted effect of forward share purchase agreement — — — — Weighted average shares outstanding assuming dilution 118,073 50,050 95,194 50,050 Net income (loss) per share attributable to UpHealth, Inc.: Basic $ 0.28 $ (0.01) $ (0.03) $ (0.02) Diluted $ 0.28 $ (0.01) $ (0.03) $ (0.02) (1) The shares and earnings per share available to our common stock holders, prior to the Business Combinations, have been recast to reflect the exchange ratio established in the Business Combinations (1.0 UpHealth Holdings share to 10.28 GigCapital2 share). See Note 3, Business Combinations , for more information. For the three months ended September 30, 2021, the calculation of dilutive earnings per share excluded outstanding warrants to purchase 18.1 million shares of common stock at $11.50 per share; 0.2 million of stock options; senior convertible notes, convertible into 15.0 million shares of common stock at $10.65 per share; and 1.7 million shares of common stock under the terms of the forward share purchase agreement, because the effect would be anti-dilutive. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansIn connection with the acquisitions of Thrasys, BHS, TTC, Glocal, Innovations, and Cloudbreak, we have six defined contribution plans, which cover substantially all employees. The plans provide for discretionary matching and profit-sharing contributions. For the three and nine months ended September 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 September 30, 2021, the unfunded status of the defined benefit plan was $6 thousand. For the nine months ended September 30, 2021, the net periodic pension cost of the defined benefit plan was $0.1 million. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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 $0.2 million for the three and nine months ended September 30, 2021, respectively. Unpaid management fees were $17 thousand at September 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. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Our business is organized into three operating business segments and one non-operating business segment: • Integrated Care Management—through our Thrasys subsidiary; • Virtual Care Infrastructure—through our Glocal an d Cloudbreak subsidiaries; • Services—through our Innovations, BHS, and TTC subsidiaries; and • Corporate—through UpHealth and our UpHealth Holdings subsidiary. In the Quarterly Report on Form 10-Q for the six-months ended June 30, 2021 we reported our revenue, gross margin and total assets into four operating business segments and one non-operating business segment. As a result of the integration and alignment of the businesses, we are now operating along three business segments and will report financial information for the following segments: Integrated Care Management, Virtual Care Infrastructure, and Services. The Services segment includes the Digital Pharmacy and Behavioral Health business units. The reportable segments are consistent with how management views our services and products and the financial information reviewed by the chief operating decision makers. We manage our businesses as components of an enterprise for which separate information is available and is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and assess performance. In the Integrated Care Management segment, we provide our customers with an advanced, comprehensive, and extensible technology platform, marketed under the umbrella “SyntraNet TM ” to manage health, quality of care, and costs, especially for individuals with complex medical, behavioral health, and social needs. In the Virtual Care Infrastructure segment, we provide technology and process-based healthcare platforms providing our customers comprehensive primary care, specialty consultations, and translation services, through telemedicine, digital dispensaries, and technology-based hospital centers. In the Services segment, we provide custom compounded medications for the unique needs of every patient and prescriber. We are a full-service pharmacy filling prescriptions from our inventory of compounded medications, as well as drugs purchased from manufacturers. Additionally, we provide inpatient and outpatient substance abuse and mental health treatment services for individuals with drug and alcohol addiction and other behavioral health issues. We offer a complete continuum of care from detoxification services, residential care, partial hospitalization programs, and intensive outpatient and outpatient programs. In the Corporate segment, we perform executive, administrative, finance, human resources, legal, and information technology services for UpHealth, Inc. and for its subsidiaries, managed in a corporate shared services environment. Since they are not the responsibility of segment operating management, they are not allocated to the operating segments and instead reported within Corporate. We evaluate performance based on several factors, of which Revenue, Cost of Goods and Services, Adjusted EBITDA, and Total Assets by service and product, are the primary financial measures: Revenue by segment consisted of the following: In thousands Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Integrated Care Management $ 11,858 $ 29,428 Virtual Care Infrastructure 19,162 26,716 Services 18,050 37,624 Total revenue $ 49,070 $ 93,768 Gross margin by segment consisted of the following: In thousands Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Integrated Care Management $ 4,760 $ 14,483 Virtual Care Infrastructure 7,673 10,606 Services 7,349 13,015 Total gross margin $ 19,782 $ 38,104 Total assets by segment consisted of the following: In thousands September 30, 2021 December 31, 2020 Integrated Care Management $ 202,554 186,476 Virtual Care Infrastructure 369,271 — Services 267,426 18,383 Corporate 49,790 57,531 Total assets $ 889,041 $ 262,390 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 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 November 2026. The leases require monthly payments ranging from $3 thousand to $33 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 $1 thousand to $60 thousand. The leases expire at various dates through February 2027. 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 September 30, 2021. Total rent expense under related party and third-party agreements was approximately $1.2 million and $3.1 million for the three and nine months ended September 30, 2021, respectively. Total sublease revenue under third-party agreements was approximately $0.1 million and $0.2 million for the three and nine months ended September 30, 2021, respectively. During the three and nine months ended September 30, 2021, we recorded a lease abandonment accrual totaling $0.9 million related to five offices where we vacated the spaces during the period. As of September 30, 2021, future minimum lease payments under non-cancelable operating leases were as follows: (In thousands) Related Third- Party Sublease Income Minimum Lease Payments, Net of Sublease Income Remaining 2021 $ 100 $ 1,026 $ (93) $ 1,033 2022 410 1,938 (250) 2,098 2023 425 1,392 (258) 1,559 2024 421 1,263 (265) 1,419 2025 427 1,361 (273) 1,515 Thereafter 383 1,646 (328) 1,701 $ 2,166 $ 8,626 $ (1,467) $ 9,325 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 September 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 September 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. The advisory firm claims $31.0 million, plus interest, is owed in fees. Based on consultation with legal counsel, we previously proposed a settlement in the amount of $8.0 million, which has been accrued for as of September 30, 2021, and is included in accrued expenses in the condensed consolidated balance sheets. The amount of the ultimate loss may range from $8.0 million to $26.3 million. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, and on March 25, 2020, the U.S. government reached a stimulus package deal. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report, and likewise, the full impact of the pandemic on our consolidated financial condition, liquidity, and future results of operations is uncertain. Management is actively monitoring the impact of the global situation on our consolidated financial condition, liquidity, operations, vendors, industry, and workforce. Despite the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we have not experienced any material impact on our consolidated results of operations, financial condition, or liquidity during the year ended December 31, 2020 or the three and nine months ended September 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 | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management has determined that material events or transactions have occurred subsequent to the balance sheet date through November 10, 2021, other than those events noted below, that require disclosure in the condensed consolidated financial statements. On October 7, 2021, we completed an offering of 23,000,000 shares of our common stock, par value $0.0001 per share, at a public offering price of $1.75 per share, less underwriting discounts and commissions. In addition, during October 2021, the underwriters exercised their 30-day option to purchase 3,450,000 additional shares of our common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds we received from this offering was $46.3 million, before underwriting discounts and commissions and estimated offering expenses of $3.3 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. Certain amounts included in the prior quarter's condensed consolidated financial statements have been reclassified to conform to the current quarter's presentation. |
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 the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) guidance for identification and reporting of entities over which control is achieved through means other than voting rights. The guidance defines such entities as Variable Interest Entities (“VIEs”). We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. 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 September 30, 2021, the VIE had total assets of $4.5 million and total liabilities of $4.0 million. For the nine months ended September 30, 2021, revenues of $0.1 million were eliminated in consolidation. For the nine months ended September 30, 2021, expenses were $0.1 million, 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 September 30, 2021, we had $0.4 million of restricted cash. At December 30, 2020, we had restricted cash totaling $0.5 million, representing an escrow account containing the balance of a Paycheck Protection Program (“PPP”) loan. The PPP loan was forgiven and the restricted cash returned to us in the three months ended June 30, 2021. |
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 September 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For subscription-based medical language interpretation services provided by and the sales of products through our virtual care infrastructure operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At September 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. For medical services provided through our services operations, accounts receivable are recorded without collateral from patients, most of whom are local residents and are insured under third-party payor agreements. Accounts receivable are based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience adjusted for economic conditions and other trends affecting our ability to collect outstanding amounts. At September 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 prescriptions provided through our services operations, accounts receivable are recorded at net invoice amount from patients. For all prescriptions including compounded and customized medications, substantially all accounts receivable are paid by credit card at the time of shipment. At September 30, 2021 and December 31, 2020, we determined that no allowance for doubtful accounts was necessary. |
Inventories | Inventories Inventories primarily consist of stock of medicines and pharmaceutical products, and are stated at the lower of cost or net realizable value. Cost comprises purchase price and all incidental expenses incurred in bringing the inventory to its present location and condition. Cost is 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 during the application development stage, which consists primarily of internal personnel costs and external contractor costs. Costs incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. |
Intangible Assets | Intangible AssetsAcquired intangible assets subject to amortization are stated at fair value and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis as of the first day of our fourth quarter, or sooner if events indicate such a review is necessary through a triggering event. An impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than its respective carrying value. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Future changes in the estimates used to conduct the impairment review, including revenue projections, market values, and changes in the discount rate used, could cause the analysis to indicate that our goodwill is impaired in subsequent periods and result in a write-down of a portion or all of goodwill. The discount rate used is based on independently calculated risks, our capital mix, and an estimated market premium. No impairment charge was recognized during the three and nine months ended September 30, 2021. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of each acquisition date to estimate the fair value of assets acquired and liabilities assumed. We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. In evaluating whether new information obtained meets the criteria for adjusting provisional amounts, management must consider all relevant factors. 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. |
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. |
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 . Due to its mandatorily redeemable for cash feature, we have recorded such obligation as a forward share purchase liability in our condensed consolidated balance sheets. |
Stock Based Compensation | Stock Based Compensation Our stock-based compensation primarily consists of stock options and restricted stock units ("RSUs"). Stock-based compensation is recognized in the consolidated statements of operations based on the grant date fair value of the awards. The fair value of stock options is determined on the grant date using a Black-Scholes model. The fair value of RSUs is determined by the grant date market price of our common shares. The compensation expense recognized for stock-based awards is recognized ratably over the service period of the awards. |
Revenue Recognition | 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 services revenues primarily through the provision of professional services through Thrasys; the provision of medical and behavioral health services by accredited medical professionals through BHS, TTC, and Glocal; and the provision of subscription-based medical language interpretation services through Cloudbreak, as follows: • Services – Professional services for training, set-up, configuration, implementation, and customization services The majority of our professional services contracts related to SaaS are on a time and materials basis, which may also be independently offered by our competitors. When these services are not combined with other SaaS revenues as a distinct performance obligation, revenue is recognized as the services are rendered for time and materials contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. Training revenue, set-up fees, and configuration fees are recognized as the services are completed. • Services – Medical and behavioral services provided through our clinics and hospitals, digital dispensaries, and behavioral services operations Performance obligations for medical and behavioral services provided by accredited medical and clinical professionals are satisfied over time as services are provided, and revenue is recognized accordingly. Revenue is based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience, adjusted for economic conditions and other trends affecting our ability to collect outstanding items. Substantially all of our patients are insured under third-party payor agreements. Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance, which may vary in amount. We also provide services to uninsured patients and may offer those uninsured patients a discount from standard charges. We estimate the transaction price for patients with deductibles and coinsurance, and from those who are uninsured, based on historical experience and market conditions. We determined that the nature, amount, timing, and uncertainty of revenue and cash flows are affected by payors having different reimbursement and payment methodologies, length of the patient’s service, and method of reimbursement. Estimates of net realizable value are subject to significant judgment and approximation by management. It is possible that actual results could differ from the historical estimates management has used to help determine the net realizable value of revenue. If actual collections either exceed or are less than the net realizable value estimates, we record a revenue adjustment, either positive or negative, for the difference between the estimate of the receivable and the amount actually collected in the reporting period in which the collection occurred. No significant adjustments were recorded in the three and nine months ended September 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. Licenses and Subscriptions Revenues Software license revenue is recognized by Thrasys based on whether or not the license constitutes a distinct performance obligation. If the license 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 provided by Thrasys are recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our service is made available to the customer. 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. Product Revenues We derive product revenue from sales of products through Innovations' digital pharmacy operations, BHS' pharmaceutical operations, and Glocal's construction of clinics and sales of digital dispensaries. Our pharmacy sales are primarily a function of the price per unit for pharmaceutical products sold and the number of prescriptions provided to customers. We recognize revenue at the time the client effectively takes possession and control of the product. Construction of clinics are typically billed based on milestones and sales of digital dispensaries are typically billed upon contract signing and delivery of the digital dispensaries. Revenue for both is typically recognized over time based on the percentage of costs incurred to date relative to the estimated total costs for the contract, as this method best depicts how control of the product is being transferred. Contracts with Multiple Performance Obligations and Transaction Prices From time to time, we may enter into contracts that contain multiple performance obligations, particularly with our SaaS internet hosting, licenses, subscriptions, and services. Additionally, we may enter into contracts that contain multiple performance obligations with our clinics and digital dispensaries, including maintenance and telehealth services. For these arrangements, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. A significant portion of our contracts with customers have fixed transaction prices. For some contracts, the amount of consideration to which we will be entitled is variable. We include variable consideration in a contract’s transaction price only to the extent that we have a relatively high level of confidence that the amounts will not be subject to significant reversals. In determining amounts of variable consideration to include in a contract’s transaction price, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to significant reversal. 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 services for professional services, medical and behavioral services, and subscription-based medical language interpretation services includes the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide direct services and/or generate billable hours, and an appropriately allocated portion of indirect overhead. Direct labor is the direct provision of activities to manufacture or provide a good or service. Indirect overhead include allocable costs, such as facilities, information technology, and depreciation and amortization costs. Cost of services for licenses and subscriptions includes all the accumulated costs of providing a hybrid cloud-based hosting arrangement; the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide support and maintenance services; and an appropriately allocated portion of indirect overhead. Cost of goods for products is the accumulated total of all costs used to create a product, which has been sold to generate revenue. These costs include direct materials (resale products and raw and externally sourced materials for internally manufactured products), direct labor, an appropriately allocated portion of indirect overhead, and ancillary costs, such as freight, delivery, insurance, and non-sales and non-income taxes. 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 ExpensesAdvertising, marketing, and promotion costs are expensed as incurred. Advertising expense was $1.1 million and $2.8 million for the three and nine months ended September 30, 2021, respectively, and are included within sales and marketing expenses in the condensed consolidated statements of operations. |
Income Taxes | Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized. We account for income tax uncertainties in accordance with ASC guidance on income taxes, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In May 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for us on January 1, 2022. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the effect the adoption of this ASU will have on our 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 We have included a measurement period table for each acquisition, identifying the line item or line items where an adjustment was deemed necessary and have quantified its impact. We 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. |
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) | 9 Months Ended |
Sep. 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) September 30, 2021 December 31, 2020 Land $ 16,303 $ — Buildings 21,607 — Leasehold improvements 3,363 — Medical and surgical equipment 2,751 — Electrical and other equipment 495 73 Computer equipment, furniture and fixtures 8,843 33 Vehicles 185 48 Internal use software 941 — Construction in progress 4,117 — 58,605 154 Accumulated depreciation and amortization (2,820) (3) Total property and equipment, net $ 55,785 $ 151 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 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 of September 30, 2021 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 September 30, 2021 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 15,339 (767) 16,106 Total assets acquired 17,037 (767) 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 847 421 426 Debt 229 (1,005) 1,234 Total liabilities assumed 1,450 (584) 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 of September 30, 2021 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 September 30, 2021 Measurement Period Adjustments As of March 26, Accounts receivable, net $ 4,461 $ (2,000) $ 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 109,872 18,001 91,871 Total assets acquired 195,913 16,001 179,912 Accounts payable 579 — 579 Accrued expenses and other current liabilities 8,271 — 8,271 Deferred tax liability 9,890 9,890 — Debt 34,171 11,959 22,212 Noncontrolling interest 17,389 — 17,389 Total liabilities assumed and noncontrolling interest 70,300 21,849 48,451 Net assets acquired $ 125,613 $ (5,848) $ 131,461 (In thousands) As of September 30, 2021 Measurement Period Adjustments As of April 27, 2021 Accounts receivable $ 47 $ — $ 47 Inventories 2,693 — 2,693 Prepaid expenses and other 530 — 530 Identifiable intangible assets 28,325 — 28,325 Property and equipment 7,937 — 7,937 Other assets 22 — 22 Goodwill 144,264 534 143,730 Total assets acquired 183,818 534 183,284 Accounts payable 472 — 472 Accrued expenses and other current liabilities 780 — 780 Deferred revenue 302 — 302 Deferred tax liability 7,837 — 7,837 Debt 4,069 — 4,069 Noncontrolling interests 534 534 — Total liabilities assumed and noncontrolling interest 13,994 534 13,460 Net assets acquired $ 169,824 $ — $ 169,824 (In thousands) As of September 30, 2021 Measurement Period Adjustments As of June 9, 2021 Accounts receivable $ 4,810 $ — $ 4,810 Prepaid expenses and other 921 — 921 Identifiable intangible assets 32,475 — 32,475 Property and equipment 6,882 — 6,882 Other assets 1,042 — 1,042 Goodwill 111,363 395 110,968 Total assets acquired 157,493 395 157,098 Accounts payable 2,518 — 2,518 Accrued expenses and other current liabilities 987 82 905 Deferred revenue 15 — 15 Deferred tax liability 7,906 — 7,906 Other long-term liabilities 300 300 — Debt 3,752 — 3,752 Total liabilities assumed 15,478 382 15,096 Net assets acquired $ 142,015 $ 13 $ 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 September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Pro Forma Revenues $ 49,070 $ 26,582 $ 118,848 $ 86,050 Net income (loss) $ 32,592 $ (3,215) $ (7,459) $ (12,269) Basic earnings per share $ 0.28 $ (0.06) $ (0.08) $ (0.25) Diluted earnings per share $ 0.28 $ (0.06) $ (0.08) $ (0.25) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 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) September 30, 2021 December 31, 2020 Land $ 16,303 $ — Buildings 21,607 — Leasehold improvements 3,363 — Medical and surgical equipment 2,751 — Electrical and other equipment 495 73 Computer equipment, furniture and fixtures 8,843 33 Vehicles 185 48 Internal use software 941 — Construction in progress 4,117 — 58,605 154 Accumulated depreciation and amortization (2,820) (3) Total property and equipment, net $ 55,785 $ 151 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 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 Measurement period adjustment—Thrasys (3,052) Measurement period adjustment—BHS (767) Business acquisition of TTC 57,574 Measurement period adjustment—TTC 347 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 18,001 Business acquisition of Innovations 143,730 Measurement period adjustment—Innovations 534 Business acquisition of Cloudbreak 110,968 Measurement period adjustment—Cloudbreak 395 Foreign exchange (1,981) Balance at September 30, 2021 $ 581,814 |
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 (1,567) (4,033) (1,416) (7,016) Foreign exchange — (775) — (775) September 30, 2021 $ 30,523 $ 57,836 $ 31,596 $ 119,955 |
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 $ 775 $ 2,016 $ 732 $ 3,523 2022 3,100 8,064 2,929 14,093 2023 3,092 8,064 2,929 14,085 2024 2,674 8,064 2,929 13,667 2025 2,650 8,064 2,929 13,643 Thereafter 18,232 23,564 19,148 60,944 $ 30,523 $ 57,836 $ 31,596 $ 119,955 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: (In thousands) September 30, 2021 December 31, 2020 Accrued professional fees $ 9,769 $ 4,246 Accrued products and licenses 11,892 691 Accrued interest on debt 5,725 142 Accrued payroll and bonuses 2,446 1,545 Accrued taxes in connection with shareholder distribution 2,011 1,493 Other accruals 2,875 365 Total accrued expenses $ 34,718 $ 8,482 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Debt consisted of the following: (In thousands) September 30, 2021 December 31, 2020 Convertible notes $ 160,000 $ — Other debt facilities (various maturities and interest rates) 29,128 — Paycheck Protection Program loans — 1,545 Provider Relief Funds 745 230 Seller notes 18,680 21,100 Total debt 208,553 22,875 Less: unamortized original issue and debt discount (65,625) — Total debt, net of unamortized original issue and debt discount 142,928 22,875 Less: current portion of debt (43,849) (22,531) Noncurrent portion of debt $ 99,079 $ 344 |
Schedule of Long-term Debt Contractual Maturities | At September 30, 2021, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) Remaining 2021 $ 25,079 2022 18,798 2023 124 2024 129 2025 135 Thereafter 164,288 Total $ 208,553 |
Fair Value of Financial Measure
Fair Value of Financial Measurements (Tables) | 9 Months Ended |
Sep. 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: September 30, 2021 (In thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 11,938 $ 11,938 Warrant liability $ — $ 399 $ — $ 399 $ — $ 399 $ 11,938 $ 12,337 |
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: September 30, 2021 Stock price $3.16 Volatility 73.0% Risk free rate 0.91% Exercise price $10.65 Expected life (in years) 4.69 Conversion periods 2-5 years Future share price $0.01-$53.49 |
Capital Structure (Tables)
Capital Structure (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance as of September 30, 2021 were as follows: (In thousands) Number of Shares Restricted stock units outstanding 5,199 Stock options outstanding 1,516 Shares issuable upon conversion of 2026 Notes 15,023 Shares issuable upon conversion of Public Warrants 17,250 Shares issuable upon conversion of Private Warrants 568 Shares issuable upon conversion of PIPE Warrants 300 Shares available for future grant under 2021 EIP 11,193 51,049 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Cloudbreak Plan: (In thousands, except per share amounts) Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Outstanding at June 9, 2021 1,711,613 $ 4.45 4.40 $ 915 Options granted — — — Options exercised 195,743 1.63 3.78 299 Options forfeited or expired — — — Outstanding at September 30, 2021 1,515,870 $ 4.81 4.48 $ 616 (1) The aggregate intrinsic value amounts are computed based on the difference between the exercise price of the stock options and the fair market value of our common stock of $3.16 per share as of September 30, 2021 for all in-the-money stock options outstanding. |
Summary of RSU Activity | The following table summarizes our RSU activity under the 2021 EIP: Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding at June 30, 2021 — $ — RSUs granted 5,198,842 5.05 RSUs exercised — — RSUs forfeited — — Outstanding at September 30, 2021 5,198,842 $ 5.05 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021 Nine Months Ended September 30, 2021 Services $ 21,977 $ 45,563 Licenses and subscriptions 10,956 23,759 Products 16,137 24,446 Total revenue $ 49,070 $ 93,768 Revenue by geography consisted of the following: (In thousands) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Americas $ 32,097 $ 61,449 Europe 7,800 18,600 Asia 5,323 9,869 Africa 3,850 1 3,850 Total revenue $ 49,070 $ 93,768 |
Schedule of Change in Contract Assets and Contract Liabilities | The change in contract assets was as follows: (In thousands) Nine Months Ended Unbilled receivables, beginning of period $ 3,536 Reclassifications to billed receivables (1,975) Revenues recognized in excess of period billings 11,526 Unbilled receivables, end of period $ 13,087 The change in contract liabilities, consisting of deferred revenue, was as follows: (In thousands) Nine 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 5,348 Deferred revenue, end of period $ 5,348 |
Schedule of Remaining Performance Obligations | Remaining performance obligations consisted of the following at September 30, 2021: (In thousands) Total Remaining 2022 - 2024 Subscriptions $ 16,929 9,125 7,804 SaaS and hosting 98 49 49 $ 17,027 9,174 7,853 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) attributable to UpHealth, Inc. $ 32,592 $ (521) $ (3,141) $ (1,060) Denominator: Weighted average shares outstanding (1) 117,628 50,050 95,194 50,050 Diluted effect of stock awards 270 — — — Diluted effect of RSU's 175 — — — Diluted effect of convertible notes — — — — Diluted effect of forward share purchase agreement — — — — Weighted average shares outstanding assuming dilution 118,073 50,050 95,194 50,050 Net income (loss) per share attributable to UpHealth, Inc.: Basic $ 0.28 $ (0.01) $ (0.03) $ (0.02) Diluted $ 0.28 $ (0.01) $ (0.03) $ (0.02) (1) The shares and earnings per share available to our common stock holders, prior to the Business Combinations, have been recast to reflect the exchange ratio established in the Business Combinations (1.0 UpHealth Holdings share to 10.28 GigCapital2 share). See Note 3, Business Combinations , for more information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Revenue by segment consisted of the following: In thousands Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Integrated Care Management $ 11,858 $ 29,428 Virtual Care Infrastructure 19,162 26,716 Services 18,050 37,624 Total revenue $ 49,070 $ 93,768 Gross margin by segment consisted of the following: In thousands Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Integrated Care Management $ 4,760 $ 14,483 Virtual Care Infrastructure 7,673 10,606 Services 7,349 13,015 Total gross margin $ 19,782 $ 38,104 Total assets by segment consisted of the following: In thousands September 30, 2021 December 31, 2020 Integrated Care Management $ 202,554 186,476 Virtual Care Infrastructure 369,271 — Services 267,426 18,383 Corporate 49,790 57,531 Total assets $ 889,041 $ 262,390 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | As of September 30, 2021, future minimum lease payments under non-cancelable operating leases were as follows: (In thousands) Related Third- Party Sublease Income Minimum Lease Payments, Net of Sublease Income Remaining 2021 $ 100 $ 1,026 $ (93) $ 1,033 2022 410 1,938 (250) 2,098 2023 425 1,392 (258) 1,559 2024 421 1,263 (265) 1,419 2025 427 1,361 (273) 1,515 Thereafter 383 1,646 (328) 1,701 $ 2,166 $ 8,626 $ (1,467) $ 9,325 |
Organization and Business (Deta
Organization and Business (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 27, 2021 | Jun. 21, 2021 | May 14, 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% | 2.61% | 1.80% | 1.00% | |||||
Gain on equity method investment through the step-acquisition | $ 600 | ||||||||
Step acquisition, ownership percentage after transaction | 89.40% | 94.81% | 94.81% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Total assets | $ 889,041,000 | $ 889,041,000 | $ 262,390,000 | ||
Total liabilities | 260,121,000 | 260,121,000 | 41,669,000 | ||
Revenues | 49,070,000 | $ 0 | 93,768,000 | $ 0 | |
Restricted cash | 400,000 | 400,000 | 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 for intangible assets | 0 | 0 | |||
Impairment charge for goodwill | 0 | 0 | |||
Research and development | 1,916,000 | 0 | 5,759,000 | 0 | |
Advertising expense | 1,100,000 | $ 0 | 2,800,000 | $ 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 | $ 4,000,000 | 4,000,000 | |||
Revenues | 100,000 | ||||
Expenses | $ 100,000 | ||||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | One Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 16.00% | 20.00% | |||
Customer Concentration Risk | Accounts Receivable | One Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 42.00% | ||||
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) | 9 Months Ended |
Sep. 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) | Jun. 09, 2021USD ($) | Apr. 27, 2021USD ($) | Jan. 25, 2021USD ($) | Nov. 20, 2020USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Aug. 27, 2021 | Jun. 21, 2021 | May 14, 2021 | Mar. 26, 2021USD ($) | Apr. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||||||
Net cash acquired in acquisition of businesses | $ 4,263,000 | $ 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 | $ 1,227,000 | $ 0 | $ 36,566,000 | $ 0 | ||||||||||||||||||
Paycheck Protection Program loans | Medium-term Notes | Paycheck Protection Program, CARES Act | Thrasys | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Principle amount | $ 500,000 | |||||||||||||||||||||
Paycheck Protection Program loans | Medium-term Notes | Paycheck Protection Program, CARES Act | BHS | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Principle amount | 1,000,000 | |||||||||||||||||||||
Paycheck Protection Program loans | Medium-term Notes | Paycheck Protection Program, CARES Act | TTC | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Principle amount | $ 1,900,000 | |||||||||||||||||||||
Debt forgiven | $ 300,000 | $ 900,000 | $ 700,000 | |||||||||||||||||||
Thrasys | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Acquisition percentage | 100.00% | |||||||||||||||||||||
Consideration paid, net of cash and restricted cash | $ 167,400,000 | |||||||||||||||||||||
Net cash acquired in acquisition of businesses | 2,500,000 | |||||||||||||||||||||
Escrow deposit | $ 10,000,000 | |||||||||||||||||||||
Escrow period (in months) | 12 months | |||||||||||||||||||||
Goodwill tax deductible amount | $ 0 | |||||||||||||||||||||
Increase (decrease) in net assets acquired and goodwill | $ (2,500,000) | $ (2,521,000) | ||||||||||||||||||||
Liability related to redeemable preferred shares | (531,000) | |||||||||||||||||||||
Deferred rent liability | (531,000) | |||||||||||||||||||||
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 | |||||||||||||||||||||
Increase (decrease) in net assets acquired and goodwill | (200,000) | (183,000) | ||||||||||||||||||||
Accrual for amounts owed to providers | 400,000 | 421,000 | ||||||||||||||||||||
Liability related to redeemable preferred shares | (1,005,000) | |||||||||||||||||||||
Deferred rent liability | $ (584,000) | |||||||||||||||||||||
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 | |||||||||||||||||||||
Increase (decrease) in net assets acquired and goodwill | $ (1,177,000) | |||||||||||||||||||||
Accrual for amounts owed to related party | 2,800,000 | 2,807,000 | ||||||||||||||||||||
Liability related to redeemable preferred shares | (1,283,000) | |||||||||||||||||||||
Deferred rent liability | $ 1,524,000 | |||||||||||||||||||||
Glocal | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Acquisition percentage | 2.61% | 1.80% | 1.00% | 45.94% | ||||||||||||||||||
Consideration paid, net of cash and restricted cash | 131,500,000 | |||||||||||||||||||||
Net cash acquired in acquisition of businesses | $ 400,000 | |||||||||||||||||||||
Goodwill tax deductible amount | $ 0 | |||||||||||||||||||||
Increase (decrease) in net assets acquired and goodwill | (5,800,000) | $ (5,848,000) | ||||||||||||||||||||
Equity interest in acquiree, percentage | 43.46% | |||||||||||||||||||||
Step acquisition, ownership percentage after transaction | 94.81% | 94.81% | 94.81% | 94.81% | 94.81% | 94.81% | 94.81% | 89.40% | ||||||||||||||
Deferred tax liability | $ 9,900,000 | $ 9,890,000 | ||||||||||||||||||||
Reserve against accounts receivable | $ 2,000,000 | 2,000,000 | ||||||||||||||||||||
Liability related to redeemable preferred shares | 12,000,000 | $ 11,959,000 | ||||||||||||||||||||
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 | |||||||||||||||||||||
Increase (decrease) in net assets acquired and goodwill | $ 0 | |||||||||||||||||||||
Noncontrolling interests | 500,000 | $ 534,000 | ||||||||||||||||||||
Cloudbreak | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Consideration paid, net of cash and restricted cash | $ 142,000,000 | |||||||||||||||||||||
Net cash acquired in acquisition of businesses | 900,000 | |||||||||||||||||||||
Goodwill tax deductible amount | $ 0 | |||||||||||||||||||||
Increase (decrease) in net assets acquired and goodwill | 13,000 | $ 13,000 | ||||||||||||||||||||
Accrual for amounts owed to providers | 82,000 | |||||||||||||||||||||
Deferred rent liability | $ 400,000 | $ 382,000 |
Business Combinations - Allocat
Business Combinations - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 10 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 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 | $ 581,814 | $ 581,814 | $ 581,814 | $ 581,814 | $ 581,814 | $ 581,814 | $ 581,814 | $ 164,194 | ||||||
Thrasys | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | 3,491 | 3,491 | 3,491 | 3,491 | 3,491 | 3,491 | 3,491 | $ 3,491 | ||||||
Prepaid expenses and other | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | 3,001 | ||||||
Identifiable intangible assets | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | 27,875 | ||||||
Property and equipment | 101 | 101 | 101 | 101 | 101 | 101 | 101 | 101 | ||||||
Other noncurrent assets, including long term advances | 19 | 19 | 19 | 19 | 19 | 19 | 19 | 19 | ||||||
Goodwill | 145,036 | 145,036 | 145,036 | 145,036 | 145,036 | 145,036 | 145,036 | 148,088 | ||||||
Total assets acquired | 179,523 | 179,523 | 179,523 | 179,523 | 179,523 | 179,523 | 179,523 | 182,575 | ||||||
Accounts payable | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | 1,779 | ||||||
Accrued expenses and other current liabilities | 5,322 | 5,322 | 5,322 | 5,322 | 5,322 | 5,322 | 5,322 | 5,322 | ||||||
Debt | 430 | 430 | 430 | 430 | 430 | 430 | 430 | 961 | ||||||
Deferred tax liabilities | 6,378 | 6,378 | 6,378 | 6,378 | 6,378 | 6,378 | 6,378 | 6,378 | ||||||
Deferred revenue | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | ||||||
Total liabilities assumed | 14,609 | 14,609 | 14,609 | 14,609 | 14,609 | 14,609 | 14,609 | 15,140 | ||||||
Net assets acquired | 164,914 | 164,914 | 164,914 | 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 | $ (2,500) | (2,521) | ||||||||||||
BHS | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | 1,257 | ||||||
Inventories | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | ||||||
Prepaid expenses and other | 40 | 40 | 40 | 40 | 40 | 40 | 40 | 40 | ||||||
Identifiable intangible assets | 225 | 225 | 225 | 225 | 225 | 225 | 225 | 225 | ||||||
Property and equipment | 53 | 53 | 53 | 53 | 53 | 53 | 53 | 53 | ||||||
Other noncurrent assets, including long term advances | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | ||||||
Deferred tax assets | 19 | 19 | 19 | 19 | 19 | 19 | 19 | 19 | ||||||
Goodwill | 15,339 | 15,339 | 15,339 | 15,339 | 15,339 | 15,339 | 15,339 | 16,106 | ||||||
Total assets acquired | 17,037 | 17,037 | 17,037 | 17,037 | 17,037 | 17,037 | 17,037 | 17,804 | ||||||
Accounts payable | 374 | 374 | 374 | 374 | 374 | 374 | 374 | 374 | ||||||
Accrued expenses and other current liabilities | 847 | 847 | 847 | 847 | 847 | 847 | 847 | 426 | ||||||
Debt | 229 | 229 | 229 | 229 | 229 | 229 | 229 | 1,234 | ||||||
Total liabilities assumed | 1,450 | 1,450 | 1,450 | 1,450 | 1,450 | 1,450 | 1,450 | 2,034 | ||||||
Net assets acquired | 15,587 | 15,587 | 15,587 | 15,587 | 15,587 | 15,587 | 15,587 | $ 15,770 | ||||||
Measurement Period Adjustments | ||||||||||||||
Goodwill | (767) | (767) | ||||||||||||
Accrued expenses and other current liabilities | 400 | 421 | ||||||||||||
Debt | (1,005) | |||||||||||||
Total liabilities assumed | (584) | |||||||||||||
Measurement Period Adjustments | (200) | (183) | ||||||||||||
TTC | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | 1,773 | 1,773 | 1,773 | 1,773 | 1,773 | 1,773 | 1,773 | $ 1,773 | ||||||
Prepaid expenses and other | 187 | 187 | 187 | 187 | 187 | 187 | 187 | 187 | ||||||
Identifiable intangible assets | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | 1,125 | ||||||
Property and equipment | 531 | 531 | 531 | 531 | 531 | 531 | 531 | 531 | ||||||
Other noncurrent assets, including long term advances | 281 | 281 | 281 | 281 | 281 | 281 | 281 | 281 | ||||||
Goodwill | 57,921 | 57,921 | 57,921 | 57,921 | 57,921 | 57,921 | 57,921 | 57,574 | ||||||
Total assets acquired | 61,818 | 61,818 | 61,818 | 61,818 | 61,818 | 61,818 | 61,818 | 61,471 | ||||||
Accounts payable | 625 | 625 | 625 | 625 | 625 | 625 | 625 | 625 | ||||||
Accrued expenses and other current liabilities | 602 | 602 | 602 | 602 | 602 | 602 | 602 | 602 | ||||||
Due to related parties | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 1,393 | ||||||
Debt | 11,217 | 11,217 | 11,217 | 11,217 | 11,217 | 11,217 | 11,217 | 12,500 | ||||||
Deferred tax liabilities | 474 | 474 | 474 | 474 | 474 | 474 | 474 | 474 | ||||||
Total liabilities assumed | 17,118 | 17,118 | 17,118 | 17,118 | 17,118 | 17,118 | 17,118 | 15,594 | ||||||
Net assets acquired | 44,700 | 44,700 | 44,700 | 44,700 | 44,700 | 44,700 | 44,700 | $ 45,877 | ||||||
Measurement Period Adjustments | ||||||||||||||
Goodwill | 347 | 347 | ||||||||||||
Due to related parties | 2,800 | 2,807 | ||||||||||||
Debt | (1,283) | |||||||||||||
Total liabilities assumed | 1,524 | |||||||||||||
Measurement Period Adjustments | (1,177) | |||||||||||||
Glocal | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | 4,461 | 4,461 | 4,461 | 4,461 | 4,461 | 4,461 | 4,461 | $ 6,461 | ||||||
Inventories | 326 | 326 | 326 | 326 | 326 | 326 | 326 | 326 | ||||||
Identifiable intangible assets | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | 38,039 | ||||||
Property and equipment | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | 40,726 | ||||||
Other current assets, including short term advances | 1,980 | 1,980 | 1,980 | 1,980 | 1,980 | 1,980 | 1,980 | 1,980 | ||||||
Other noncurrent assets, including long term advances | 509 | 509 | 509 | 509 | 509 | 509 | 509 | 509 | ||||||
Goodwill | 109,872 | 109,872 | 109,872 | 109,872 | 109,872 | 109,872 | 109,872 | 91,871 | ||||||
Total assets acquired | 195,913 | 195,913 | 195,913 | 195,913 | 195,913 | 195,913 | 195,913 | 179,912 | ||||||
Accounts payable | 579 | 579 | 579 | 579 | 579 | 579 | 579 | 579 | ||||||
Accrued expenses and other current liabilities | 8,271 | 8,271 | 8,271 | 8,271 | 8,271 | 8,271 | 8,271 | 8,271 | ||||||
Debt | 34,171 | 34,171 | 34,171 | 34,171 | 34,171 | 34,171 | 34,171 | 22,212 | ||||||
Deferred tax liabilities | 9,890 | 9,890 | 9,890 | 9,890 | 9,890 | 9,890 | 9,890 | 0 | ||||||
Noncontrolling interest | 17,389 | 17,389 | 17,389 | 17,389 | 17,389 | 17,389 | 17,389 | 17,389 | ||||||
Total liabilities assumed and noncontrolling interest | 70,300 | 70,300 | 70,300 | 70,300 | 70,300 | 70,300 | 70,300 | 48,451 | ||||||
Net assets acquired | 125,613 | 125,613 | 125,613 | 125,613 | 125,613 | 125,613 | 125,613 | $ 131,461 | ||||||
Measurement Period Adjustments | ||||||||||||||
Accounts receivable, net | (2,000) | (2,000) | ||||||||||||
Goodwill | 18,001 | 18,001 | ||||||||||||
Total assets acquired | 16,001 | |||||||||||||
Deferred tax liability | 9,900 | 9,890 | ||||||||||||
Debt | 12,000 | 11,959 | ||||||||||||
Total liabilities assumed and noncontrolling interest | 21,849 | |||||||||||||
Measurement Period Adjustments | $ (5,800) | (5,848) | ||||||||||||
Innovations Group | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | 47 | 47 | 47 | 47 | 47 | 47 | 47 | $ 47 | ||||||
Inventories | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | 2,693 | ||||||
Prepaid expenses and other | 530 | 530 | 530 | 530 | 530 | 530 | 530 | 530 | ||||||
Identifiable intangible assets | 28,325 | 28,325 | 28,325 | 28,325 | 28,325 | 28,325 | 28,325 | 28,325 | ||||||
Property and equipment | 7,937 | 7,937 | 7,937 | 7,937 | 7,937 | 7,937 | 7,937 | 7,937 | ||||||
Other noncurrent assets, including long term advances | 22 | 22 | 22 | 22 | 22 | 22 | 22 | 22 | ||||||
Goodwill | 144,264 | 144,264 | 144,264 | 144,264 | 144,264 | 144,264 | 144,264 | 143,730 | ||||||
Total assets acquired | 183,818 | 183,818 | 183,818 | 183,818 | 183,818 | 183,818 | 183,818 | 183,284 | ||||||
Accounts payable | 472 | 472 | 472 | 472 | 472 | 472 | 472 | 472 | ||||||
Accrued expenses and other current liabilities | 780 | 780 | 780 | 780 | 780 | 780 | 780 | 780 | ||||||
Debt | 4,069 | 4,069 | 4,069 | 4,069 | 4,069 | 4,069 | 4,069 | 4,069 | ||||||
Deferred tax liabilities | 7,837 | 7,837 | 7,837 | 7,837 | 7,837 | 7,837 | 7,837 | 7,837 | ||||||
Deferred revenue | 302 | 302 | 302 | 302 | 302 | 302 | 302 | 302 | ||||||
Noncontrolling interest | 534 | 534 | 534 | 534 | 534 | 534 | 534 | 0 | ||||||
Total liabilities assumed and noncontrolling interest | 13,994 | 13,994 | 13,994 | 13,994 | 13,994 | 13,994 | 13,994 | 13,460 | ||||||
Net assets acquired | 169,824 | 169,824 | 169,824 | 169,824 | 169,824 | 169,824 | 169,824 | $ 169,824 | ||||||
Measurement Period Adjustments | ||||||||||||||
Goodwill | 534 | 534 | ||||||||||||
Noncontrolling interests | 500 | 534 | ||||||||||||
Measurement Period Adjustments | 0 | |||||||||||||
Cloudbreak | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accounts receivable | 4,810 | 4,810 | 4,810 | 4,810 | 4,810 | 4,810 | 4,810 | $ 4,810 | ||||||
Prepaid expenses and other | 921 | 921 | 921 | 921 | 921 | 921 | 921 | 921 | ||||||
Identifiable intangible assets | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | 32,475 | ||||||
Property and equipment | 6,882 | 6,882 | 6,882 | 6,882 | 6,882 | 6,882 | 6,882 | 6,882 | ||||||
Other noncurrent assets, including long term advances | 1,042 | 1,042 | 1,042 | 1,042 | 1,042 | 1,042 | 1,042 | 1,042 | ||||||
Goodwill | 111,363 | 111,363 | 111,363 | 111,363 | 111,363 | 111,363 | 111,363 | 110,968 | ||||||
Total assets acquired | 157,493 | 157,493 | 157,493 | 157,493 | 157,493 | 157,493 | 157,493 | 157,098 | ||||||
Accounts payable | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | 2,518 | ||||||
Accrued expenses and other current liabilities | 987 | 987 | 987 | 987 | 987 | 987 | 987 | 905 | ||||||
Debt | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | 3,752 | ||||||
Deferred tax liabilities | 7,906 | 7,906 | 7,906 | 7,906 | 7,906 | 7,906 | 7,906 | 7,906 | ||||||
Deferred revenue | 15 | 15 | 15 | 15 | 15 | 15 | 15 | 15 | ||||||
Other long-term liabilities | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 0 | ||||||
Total liabilities assumed | 15,478 | 15,478 | 15,478 | 15,478 | 15,478 | 15,478 | 15,478 | 15,096 | ||||||
Net assets acquired | 142,015 | 142,015 | $ 142,015 | $ 142,015 | $ 142,015 | 142,015 | $ 142,015 | $ 142,002 | ||||||
Measurement Period Adjustments | ||||||||||||||
Goodwill | 395 | $ 395 | ||||||||||||
Accrued expenses and other current liabilities | 82 | |||||||||||||
Other long-term liabilities | 300 | |||||||||||||
Total liabilities assumed | 400 | 382 | ||||||||||||
Measurement Period Adjustments | $ 13 | $ 13 |
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 | Sep. 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenues | $ 49,070 | $ 26,582 | $ 118,848 | $ 86,050 |
Net income (loss) | $ 32,592 | $ (3,215) | $ (7,459) | $ (12,269) |
Basic earnings per share (in dollars per share) | $ 0.28 | $ (0.06) | $ (0.08) | $ (0.25) |
Diluted earnings per share (in dollars per share) | $ 0.28 | $ (0.06) | $ (0.08) | $ (0.25) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 58,605 | $ 154 |
Accumulated depreciation and amortization | (2,820) | (3) |
Total property and equipment, net | 55,785 | 151 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 16,303 | 0 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 21,607 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 3,363 | 0 |
Medical and surgical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,751 | 0 |
Electrical and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 495 | 73 |
Computer equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 8,843 | 33 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 185 | 48 |
Internal use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 941 | 0 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 4,117 | $ 0 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1.8 | $ 0 | $ 2.8 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 4 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 10 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||||||
Beginning balance | $ 164,194 | |||||
Foreign exchange | (1,981) | |||||
Ending balance | $ 581,814 | $ 581,814 | $ 581,814 | $ 581,814 | 581,814 | $ 581,814 |
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 | 145,036 | 145,036 |
BHS | ||||||
Goodwill [Roll Forward] | ||||||
Beginning balance | 16,106 | |||||
Measurement period adjustment | (767) | (767) | ||||
Ending balance | 15,339 | 15,339 | 15,339 | 15,339 | 15,339 | 15,339 |
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 | 57,921 | 57,921 |
Glocal | ||||||
Goodwill [Roll Forward] | ||||||
Beginning balance | 91,871 | |||||
Business acquisition | 91,871 | |||||
Measurement period adjustment | 18,001 | 18,001 | ||||
Ending balance | 109,872 | 109,872 | 109,872 | 109,872 | 109,872 | 109,872 |
Innovations Group | ||||||
Goodwill [Roll Forward] | ||||||
Beginning balance | 143,730 | |||||
Business acquisition | 143,730 | |||||
Measurement period adjustment | 534 | 534 | ||||
Ending balance | 144,264 | 144,264 | 144,264 | 144,264 | 144,264 | 144,264 |
Cloudbreak | ||||||
Goodwill [Roll Forward] | ||||||
Beginning balance | 110,968 | |||||
Business acquisition | 110,968 | |||||
Measurement period adjustment | 395 | 395 | ||||
Ending balance | $ 111,363 | $ 111,363 | $ 111,363 | $ 111,363 | $ 111,363 | $ 111,363 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-lived Intangible Assets [Roll Forward] | ||||
Beginning balance | $ 27,782 | |||
Additions | 99,964 | |||
Amortization | $ (3,500) | $ 0 | (7,016) | $ 0 |
Foreign exchange | (775) | |||
Ending balance | 119,955 | 119,955 | ||
Trade Names | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Beginning balance | 7,065 | |||
Additions | 25,025 | |||
Amortization | (1,567) | |||
Foreign exchange | 0 | |||
Ending balance | 30,523 | 30,523 | ||
Technology and Intellectual Property | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Beginning balance | 10,705 | |||
Additions | 51,939 | |||
Amortization | (4,033) | |||
Foreign exchange | (775) | |||
Ending balance | 57,836 | 57,836 | ||
Customer Relationships | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Beginning balance | 10,012 | |||
Additions | 23,000 | |||
Amortization | (1,416) | |||
Foreign exchange | 0 | |||
Ending balance | $ 31,596 | $ 31,596 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 3,500 | $ 0 | $ 7,016 | $ 0 |
Trade Names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 1,567 | |||
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 | $ 4,033 | |||
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 | $ 1,416 | |||
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remaining 2021 | $ 3,523 | |
2022 | 14,093 | |
2023 | 14,085 | |
2024 | 13,667 | |
2025 | 13,643 | |
Thereafter | 60,944 | |
Total | 119,955 | $ 27,782 |
Trade Names | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remaining 2021 | 775 | |
2022 | 3,100 | |
2023 | 3,092 | |
2024 | 2,674 | |
2025 | 2,650 | |
Thereafter | 18,232 | |
Total | 30,523 | 7,065 |
Technology and Intellectual Property | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remaining 2021 | 2,016 | |
2022 | 8,064 | |
2023 | 8,064 | |
2024 | 8,064 | |
2025 | 8,064 | |
Thereafter | 23,564 | |
Total | 57,836 | 10,705 |
Customer Relationships | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remaining 2021 | 732 | |
2022 | 2,929 | |
2023 | 2,929 | |
2024 | 2,929 | |
2025 | 2,929 | |
Thereafter | 19,148 | |
Total | $ 31,596 | $ 10,012 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Nov. 20, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Mar. 25, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 27, 2021 | Jun. 21, 2021 | May 14, 2021 |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Amortization expense | $ 3,500 | $ 0 | $ 7,016 | $ 0 | |||||||
Gain on equity method investment through the step-acquisition | $ 0 | $ 0 | $ 640 | $ 0 | |||||||
Glocal | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Step acquisition, ownership percentage after transaction | 89.40% | 94.81% | 94.81% | ||||||||
Gain on equity method investment through the step-acquisition | $ 600 | ||||||||||
Acquisition percentage | 45.94% | 2.61% | 1.80% | 1.00% | |||||||
Glocal | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment percentage | 43.46% | ||||||||||
Purchase price of equity method investment | $ 57,400 | ||||||||||
Amortization expense | $ 500 | $ 1,100 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 9,769 | $ 4,246 |
Accrued products and licenses | 11,892 | 691 |
Accrued interest on debt | 5,725 | 142 |
Accrued payroll and bonuses | 2,446 | 1,545 |
Accrued taxes in connection with shareholder distribution | 2,011 | 1,493 |
Other accruals | 2,875 | 365 |
Total accrued expenses | $ 34,718 | $ 8,482 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 15, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 208,553 | $ 22,875 | |
Less: unamortized original issue and debt discount | (65,625) | 0 | |
Total debt, net of unamortized original issue and debt discount | 142,928 | 22,875 | |
Less: current portion of debt | (43,849) | (22,531) | |
Noncurrent portion of debt | 99,079 | 344 | |
Other debt facilities (various maturities and interest rates) | |||
Debt Instrument [Line Items] | |||
Total debt | 29,128 | 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 | 0 | 1,545 | |
Unsecured Debt | Provider Relief Funds | |||
Debt Instrument [Line Items] | |||
Total debt | 745 | 230 | |
Notes Payable | Seller notes | |||
Debt Instrument [Line Items] | |||
Total debt | $ 18,680 | $ 21,100 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, ₨ in Billions | Apr. 09, 2024 | Oct. 09, 2023 | Apr. 09, 2023 | Oct. 09, 2022 | Sep. 30, 2021USD ($) | Jun. 15, 2021USD ($)tradingDayconsecutiveTradingDay$ / sharesshares | Jun. 09, 2021USD ($)shares | Mar. 23, 2021USD ($) | Oct. 31, 2021USD ($) | Aug. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jul. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2024USD ($)quarterlyInstallment | Sep. 30, 2021INR (₨) | Jan. 24, 2021USD ($) | Jan. 06, 2021USD ($) | Dec. 31, 2020USD ($)loan | Nov. 30, 2020USD ($) | Apr. 30, 2020USD ($)loanAgreement |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Derivative liability, current | $ 1,633,000 | $ 1,633,000 | $ 1,633,000 | $ 0 | ||||||||||||||||||||||||
Derivative liability, noncurrent | 10,305,000 | 10,305,000 | 10,305,000 | 0 | ||||||||||||||||||||||||
Interest expense | 8,145,000 | $ 0 | 13,760,000 | $ 0 | ||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 0 | $ 0 | 151,000 | 0 | ||||||||||||||||||||||||
Aggregate carrying value | 208,553,000 | 208,553,000 | 208,553,000 | 22,875,000 | ||||||||||||||||||||||||
Carrying or outstanding amount of debt | 142,928,000 | 142,928,000 | 142,928,000 | 22,875,000 | ||||||||||||||||||||||||
Payments of debt issuance costs | 8,100,000 | 0 | ||||||||||||||||||||||||||
Current portion of long-term debt | 43,849,000 | 43,849,000 | 43,849,000 | 22,531,000 | ||||||||||||||||||||||||
Repayments of notes to related parties | 4,271,000 | 0 | ||||||||||||||||||||||||||
Repayments of notes | 99,207,000 | |||||||||||||||||||||||||||
Public Offering and Over-Allotment Option | Subsequent Event | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Purchase price received on transaction | $ 46,300,000 | |||||||||||||||||||||||||||
Placement fee costs | $ 3,300,000 | |||||||||||||||||||||||||||
Thrasys | Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Accrued interest on debt | 29,000 | 29,000 | 29,000 | 9,000 | ||||||||||||||||||||||||
Notes payable to related parties | 700,000 | 700,000 | $ 700,000 | 400,000 | ||||||||||||||||||||||||
Notes payable to related parties, interest rate | 3.50% | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Loan Agreement | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Unamortized debt issuance costs | $ 0 | |||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 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 | 11,900,000 | 11,900,000 | $ 11,900,000 | |||||||||||||||||||||||||
Derivative liability, current | 1,600,000 | 1,600,000 | 1,600,000 | |||||||||||||||||||||||||
Derivative liability, noncurrent | 10,300,000 | 10,300,000 | 10,300,000 | |||||||||||||||||||||||||
Interest expense | 6,000,000 | 7,400,000 | ||||||||||||||||||||||||||
Contractual interest expense | 2,500,000 | 3,100,000 | ||||||||||||||||||||||||||
Derivative accretion | 3,100,000 | 3,800,000 | ||||||||||||||||||||||||||
Debt issuance costs amortization | 400,000 | 500,000 | ||||||||||||||||||||||||||
Gain on fair value of derivative liability | 49,900,000 | 49,900,000 | ||||||||||||||||||||||||||
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) | |||||||||||||||||||||||||||
Repayments of long-term debt | 3,600,000 | |||||||||||||||||||||||||||
Converted amount | 500,000 | $ 500,000 | ||||||||||||||||||||||||||
Payments of debt issuance costs | $ 100,000 | |||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 100,000 | |||||||||||||||||||||||||||
Carrying or outstanding amount of debt | 1,500,000 | |||||||||||||||||||||||||||
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 | 25,100,000 | 25,100,000 | 25,100,000 | |||||||||||||||||||||||||
Repayments of long-term debt | 6,000,000 | |||||||||||||||||||||||||||
Accrued interest on debt | $ 5,400,000 | 5,400,000 | 5,400,000 | |||||||||||||||||||||||||
Interest expense | $ 1,100,000 | $ 1,800,000 | ||||||||||||||||||||||||||
Secured Debt | INR-denominated term loans | Glocal | INR | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Carrying or outstanding amount of debt | ₨ | ₨ 1.9 | |||||||||||||||||||||||||||
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 | 49,000 | 83,000 | ||||||||||||||||||||||||||
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 | 900,000 | 900,000 | 900,000 | |||||||||||||||||||||||||
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 | 3,200,000 | 3,200,000 | 3,200,000 | |||||||||||||||||||||||||
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 | 0 | 0 | 0 | $ 1,545,000 | ||||||||||||||||||||||||
Medium-term Notes | Paycheck Protection Program loans | Paycheck Protection Program, CARES Act | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||||||||||
Medium-term Notes | Paycheck Protection Program loans | TTC | Paycheck Protection Program, CARES Act | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Unsecured Debt | Provider Relief Funds | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Aggregate carrying value | 745,000 | 745,000 | 745,000 | $ 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 | 18,700,000 | 18,700,000 | 18,700,000 | 21,100,000 | ||||||||||||||||||||||||
Aggregate carrying value | 18,680,000 | 18,680,000 | 18,680,000 | 21,100,000 | ||||||||||||||||||||||||
Accrued interest on debt | $ 300,000 | 300,000 | 300,000 | $ 100,000 | ||||||||||||||||||||||||
Interest expense | $ 300,000 | $ 1,100,000 | ||||||||||||||||||||||||||
Repayments of notes | 88,100,000 | $ 11,100,000 | ||||||||||||||||||||||||||
Senior notes | Senior financing facility | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Facility fee | $ 500,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Contractual Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remaining 2021 | $ 25,079 | |
2022 | 18,798 | |
2023 | 124 | |
2024 | 129 | |
2025 | 135 | |
Thereafter | 164,288 | |
Total debt | $ 208,553 | $ 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 | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Warrant liabilities, noncurrent | $ 399 | $ 0 |
Fair Value, Recurring | ||
Liabilities: | ||
Derivative liability | 11,938 | |
Warrant liabilities, noncurrent | 399 | |
Total liabilities | 12,337 | |
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 | 399 | |
Total liabilities | 399 | |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Derivative liability | 11,938 | |
Warrant liabilities, noncurrent | 0 | |
Total liabilities | $ 11,938 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, current | $ 1,633 | $ 1,633 | $ 0 | ||
Derivative liability, noncurrent | 10,305 | 10,305 | 0 | ||
Fair value of warrants | 399 | 399 | $ 0 | ||
Gain on fair value of warrant liabilities | (373) | $ 0 | (1,447) | $ 0 | |
2026 Notes | Convertible notes | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value of derivative liability | 11,900 | 11,900 | |||
Derivative liability, current | 1,600 | 1,600 | |||
Derivative liability, noncurrent | 10,300 | 10,300 | |||
Gain on fair value of derivative liability | $ 49,900 | $ 49,900 | |||
Private Placement Warrants | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value price of warrants (in dollars per share) | $ 0.46 | $ 0.46 | |||
Fair value of warrants | $ 300 | $ 300 | |||
Gain on fair value of warrant liabilities | $ 300 | $ 100 | |||
PIPE Warrants | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value price of warrants (in dollars per share) | $ 0.46 | $ 0.46 | |||
Fair value of warrants | $ 100 | $ 100 | |||
Gain on fair value of warrant liabilities | $ 100 | $ 1,300 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Significant Assumptions (Details) - Level 2 | Sep. 30, 2021Year |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 3.16 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.730 |
Risk free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.0091 |
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 | 4.69 |
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 | 53.49 |
Capital Structure - Narrative (
Capital Structure - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 09, 2021shares | Jun. 08, 2021USD ($)$ / sharesshares | Jun. 04, 2021shares | Nov. 20, 2020shares | Jun. 05, 2019tradingDay$ / sharesshares | May 01, 2019USD ($)$ / sharesshares | Mar. 12, 2019USD ($)$ / sharesshares | Oct. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)tradingDay$ / sharesshares | Aug. 31, 2021officerdirectorshares | Jun. 30, 2019shares | Apr. 30, 2019shares | Sep. 30, 2021USD ($)tradingDay$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)tradingDay$ / sharesshares | Sep. 30, 2021USD ($)tradingDay$ / sharesshares | Sep. 30, 2020USD ($) | Oct. 07, 2021$ / shares | Aug. 12, 2021businessDay | Jun. 30, 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 | ||||||||||||||||||||||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, issued (in shares) | 117,800,353 | 117,800,353 | 117,800,353 | 117,800,353 | 70,021,000 | ||||||||||||||||||
Common stock, outstanding (in shares) | 117,800,353 | 117,800,353 | 117,800,353 | 117,800,353 | 70,021,000 | ||||||||||||||||||
Warrants outstanding (in shares) | 18,117,494 | 18,117,494 | 18,117,494 | 18,117,494 | |||||||||||||||||||
Fair value of warrants | $ | $ 399 | $ 399 | $ 399 | $ 399 | $ 0 | ||||||||||||||||||
Gain on fair value of warrant liabilities | $ | (373) | $ 0 | (1,447) | $ 0 | |||||||||||||||||||
Forward share purchase liability | $ | $ 17,577 | $ 17,577 | $ 17,577 | $ 17,577 | $ 0 | ||||||||||||||||||
Common stock reserved for issuance (in shares) | 51,049,000 | 51,049,000 | 51,049,000 | 51,049,000 | |||||||||||||||||||
Stock-based compensation expense | $ | $ 400 | $ 410 | $ 0 | ||||||||||||||||||||
Unrecognized stock-based compensation expense related to stock options | $ | $ 600 | $ 600 | $ 600 | $ 600 | |||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Cloudbreak | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Vested options assumed (in shares) | 1,576,670 | ||||||||||||||||||||||
Unvested options assumed (in shares) | 134,943 | ||||||||||||||||||||||
Cloudbreak 2015 Incentive Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Options exercised (in shares) | 195,743 | 195,743 | |||||||||||||||||||||
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 | 11,193,000 | 11,193,000 | 11,193,000 | 11,193,000 | ||||||||||||||||||
Common stock reserved for issuance increase, percentage of common stock outstanding | 5.00% | ||||||||||||||||||||||
Public Warrants | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||||||||
Period after completion of business combination (in days) | 30 days | ||||||||||||||||||||||
Period from closing of offering (in months) | 12 months | ||||||||||||||||||||||
Expiration period after completion of business combination (in years) | 5 years | ||||||||||||||||||||||
Redemption price of warrants (in dollars per share) | $ / shares | 0.01 | 0.01 | 0.01 | $ 0.01 | |||||||||||||||||||
Minimum redemption notice period (in days) | 30 days | ||||||||||||||||||||||
Minimum stock price trigger for redemption (in dollars per share) | $ / shares | $ 18 | $ 18 | $ 18 | $ 18 | |||||||||||||||||||
Threshold trading days | tradingDay | 20 | 20 | 20 | 20 | |||||||||||||||||||
Threshold trading days, period (in days) | 30 days | ||||||||||||||||||||||
Warrants outstanding (in shares) | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | |||||||||||||||||||
Common stock reserved for issuance (in shares) | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | |||||||||||||||||||
Private Placement Warrants | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants outstanding (in shares) | 567,500 | 567,500 | 567,500 | 567,500 | |||||||||||||||||||
Fair value of warrants | $ | $ 300 | $ 300 | $ 300 | $ 300 | |||||||||||||||||||
Gain on fair value of warrant liabilities | $ | $ 300 | $ 100 | |||||||||||||||||||||
Common stock reserved for issuance (in shares) | 568,000 | 568,000 | 568,000 | 568,000 | |||||||||||||||||||
PIPE Warrants | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants outstanding (in shares) | 299,994 | 299,994 | 299,994 | 299,994 | |||||||||||||||||||
Fair value of warrants | $ | $ 100 | $ 100 | $ 100 | $ 100 | |||||||||||||||||||
Gain on fair value of warrant liabilities | $ | $ 100 | $ 1,300 | |||||||||||||||||||||
Common stock reserved for issuance (in shares) | 300,000 | 300,000 | 300,000 | 300,000 | |||||||||||||||||||
Restricted stock awards (RSA) | 2021 Equity Incentive Plan | Consultant | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Awards granted/issued (in shares) | 28,616 | ||||||||||||||||||||||
Restricted stock units (RSUs) | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 5,199,000 | 5,199,000 | 5,199,000 | 5,199,000 | |||||||||||||||||||
Unrecognized stock-based compensation expense related to RSUs | $ | $ 2,500 | $ 2,500 | $ 2,500 | $ 2,500 | |||||||||||||||||||
Weighted average period expected to be recognized (in years) | 5 years 18 days | ||||||||||||||||||||||
Restricted stock units (RSUs) | 2021 Equity Incentive Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Awards granted/issued (in shares) | 5,198,842 | ||||||||||||||||||||||
Outstanding awards (in shares) | 5,198,842 | 5,198,842 | 5,198,842 | 5,198,842 | 0 | ||||||||||||||||||
Restricted stock units (RSUs) | 2021 Equity Incentive Plan | Directors | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Awards granted/issued (in shares) | 538,616 | ||||||||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||||||||
Number of individuals granted equity instruments | director | 8 | ||||||||||||||||||||||
Restricted stock units (RSUs) | 2021 Equity Incentive Plan | Officers | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Awards granted/issued (in shares) | 4,660,226 | ||||||||||||||||||||||
Number of individuals granted equity instruments | officer | 2 | ||||||||||||||||||||||
Stock options | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Common stock reserved for issuance (in shares) | 1,516,000 | 1,516,000 | 1,516,000 | 1,516,000 | |||||||||||||||||||
Weighted average period expected to be recognized (in years) | 4 years 5 months 23 days | ||||||||||||||||||||||
Over-Allotment Option | Subsequent Event | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of shares issued or sold (in shares) | 3,450,000 | ||||||||||||||||||||||
KAF | Forward Share Purchase Agreement | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of shares authorized to be repurchased (in shares) | 1,700,000 | 1,700,000 | 1,700,000 | 1,700,000 | 1,700,000 | ||||||||||||||||||
Number of business days required for notice | businessDay | 3 | ||||||||||||||||||||||
Authorized price per share (in dollars per share) | $ / shares | $ 10.30225 | ||||||||||||||||||||||
Authorized monthly increase in price per share (in dollars per share) | $ / shares | 0.0846 | ||||||||||||||||||||||
Price per share, minimum price required to sell shares in the open market after closing (in dollars per share) | $ / shares | $ 10.10 | ||||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||
Forward share purchase liability | $ | $ 17,600 | $ 17,600 | $ 17,600 | $ 17,600 | |||||||||||||||||||
KAF | Forward Share Purchase Agreement | Subsequent Event | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Escrow deposit | $ | $ 18,100 | ||||||||||||||||||||||
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 | 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 | 2019 Stock Incentive Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Outstanding awards (in shares) | 0 | 0 | 0 | 0 | |||||||||||||||||||
Thrasys | Restricted stock awards (RSA) | 2019 Stock Incentive Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Awards granted/issued (in shares) | 536,184 | ||||||||||||||||||||||
Thrasys | Restricted stock units (RSUs) | 2019 Stock Incentive Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Awards granted/issued (in shares) | 3,427,316 | ||||||||||||||||||||||
Cloudbreak | Cloudbreak 2015 Incentive Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of shares authorized (in shares) | 2,200,000 |
Capital Structure - Schedule of
Capital Structure - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2021 | Jun. 04, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 51,049,000 | |
Shares available for future grant under 2021 EIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 11,193,000 | 16,420,813 |
Shares issuable upon conversion of Public Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 17,250,000 | |
Shares issuable upon conversion of Private Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 568,000 | |
Shares issuable upon conversion of PIPE Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 300,000 | |
Shares issuable upon conversion of 2026 Notes | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 15,023,000 | |
Restricted stock units outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 5,199,000 | |
Stock options outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance (in shares) | 1,516,000 |
Capital Structure - Summary of
Capital Structure - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | Jun. 09, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares |
Stock options outstanding | |||
Aggregate Intrinsic Value | |||
Fair market value of common stock (in dollars per share) | $ 3.16 | $ 3.16 | |
Cloudbreak 2015 Incentive Plan | |||
Number of Shares | |||
Options outstanding - balance at beginning of period (in shares) | shares | 1,711,613 | ||
Options granted (in shares) | shares | 0 | ||
Options exercised (in shares) | shares | 195,743 | 195,743 | |
Options forfeited or expired (in shares) | shares | 0 | ||
Options outstanding - balance at end of period (in shares) | shares | 1,711,613 | 1,515,870 | 1,515,870 |
Weighted Average Exercise Price | |||
Options outstanding - balance at beginning of period (in dollars per shares) | $ 4.45 | ||
Options granted (in dollars per share) | 0 | ||
Options exercised (in dollars per share) | 1.63 | ||
Options forfeited or expired (in dollars per share) | 0 | ||
Options outstanding - balance at end of period (in dollars per shares) | $ 4.45 | $ 4.81 | $ 4.81 |
Weighted Average Remaining Contractual Life (Years) | |||
Options outstanding (in years) | 4 years 4 months 24 days | 4 years 5 months 23 days | |
Options exercised (in years) | 3 years 9 months 10 days | ||
Aggregate Intrinsic Value | |||
Options outstanding | $ | $ 915 | $ 616 | $ 616 |
Options exercised | $ | $ 299 |
Capital Structure - Summary o_2
Capital Structure - Summary of RSU Activity (Details) - Restricted stock units (RSUs) - 2021 Equity Incentive Plan | 3 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 0 |
RSUs granted (in shares) | shares | 5,198,842 |
RSUs exercised (in shares) | shares | 0 |
RSUs forfeited (in shares) | shares | 0 |
Outstanding at end of period (in shares) | shares | 5,198,842 |
Weighted Average Grant Date Fair Value Per Share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 0 |
RSUs granted (in dollars per share) | $ / shares | 5.05 |
RSUs exercised (in dollars per share) | $ / shares | 0 |
RSUs forfeited (in dollars per share) | $ / shares | 0 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 5.05 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 49,070 | $ 0 | $ 93,768 | $ 0 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 32,097 | 61,449 | ||
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,800 | 18,600 | ||
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,323 | 9,869 | ||
Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,850 | 3,850 | ||
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,977 | 0 | 45,563 | 0 |
Licenses and subscriptions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,956 | 0 | 23,759 | 0 |
Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 16,137 | $ 0 | $ 24,446 | $ 0 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||
Impairment of contract assets | $ 0 | |
Revenue recognized, percentage | 0.00% | 0.40% |
Revenue Recognition Timing | Revenue from Contract with Customer Benchmark | Transferred over Time | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 64.00% | 69.00% |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Change In Contract With Customer, Asset [Roll Forward] | |
Unbilled receivables, beginning of period | $ 3,536 |
Reclassifications to billed receivables | (1,975) |
Revenues recognized in excess of period billings | 11,526 |
Unbilled receivables, end of period | $ 13,087 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 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 | 5,348 |
Deferred revenue, end of period | $ 5,348 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 17,027 |
Subscriptions | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 16,929 |
SaaS and hosting | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 98 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 9,174 |
Remaining performance obligations, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | Subscriptions | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 9,125 |
Remaining performance obligations, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | SaaS and hosting | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 49 |
Remaining performance obligations, period | 3 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 | SaaS and hosting | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 49 |
Remaining performance obligations, period | 3 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 24 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2009 | |
Income Tax Examination [Line Items] | |||||
Income tax (expense) benefit | $ (6,695) | $ 423 | $ 357 | $ 423 | |
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 | 9 Months Ended | |||
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 09, 2021 | |
Numerator: | |||||
Net income (loss) attributable to UpHealth, Inc. | $ | $ 32,592 | $ (521) | $ (3,141) | $ (1,060) | |
Denominator: | |||||
Weighted average shares outstanding (in shares) | 117,628 | 50,050 | 95,194 | 50,050 | |
Diluted effect of convertible notes (in shares) | 0 | 0 | 0 | 0 | |
Diluted effect of forward share purchase agreement (in shares) | 0 | 0 | 0 | 0 | |
Weighted average shares outstanding assuming dilution (in shares) | 118,073 | 50,050 | 95,194 | 50,050 | |
Net income (loss) per share attributable to UpHealth, Inc.: | |||||
Basic (in dollars per share) | $ / shares | $ 0.28 | $ (0.01) | $ (0.03) | $ (0.02) | |
Diluted (in dollars per share) | $ / shares | $ 0.28 | $ (0.01) | $ (0.03) | $ (0.02) | |
Exchange ratio | 10.28 | ||||
Stock awards | |||||
Denominator: | |||||
Dilutive effect of share-based payment arrangements (in shares) | 270 | 0 | 0 | 0 | |
Restricted stock units (RSUs) | |||||
Denominator: | |||||
Dilutive effect of share-based payment arrangements (in shares) | 175 | 0 | 0 | 0 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 18.1 | 18.1 |
Potentially dilutive shares, price per share (in dollars per share) | $ 11.50 | $ 11.50 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 0.2 | 1.5 |
Senior convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 15 | 15 |
Potentially dilutive shares, price per share (in dollars per share) | $ 10.65 | $ 10.65 |
Forward share purchase agreement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 1.7 | 1.7 |
Restricted stock units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 5.2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)definedContributionPlan | Sep. 30, 2021USD ($)definedContributionPlan | |
Retirement Benefits [Abstract] | ||
Number of defined contribution plans | definedContributionPlan | 6 | 6 |
Employer matching or profit sharing contributions | $ 0 | $ 0 |
Employer discretionary contributions | 0 | $ 0 |
Continuous service rendered (in years) | 5 years | |
Percentage of monthly salary to receive per year of completed service | 50.00% | |
Unfunded status | $ 6,000 | $ 6,000 |
Net periodic pension cost | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Accrued preferred dividends | $ 4,200 | ||
Former Shareholder And Chairman | Management fees | |||
Related Party Transaction [Line Items] | |||
Related party expense | $ 100 | $ 200 | |
Due to related parties | $ 17 | $ 17 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - segement | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
Number of operating business segments | 4 | 3 |
Number of non-operating business segments | 1 | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Total revenue | $ 49,070 | $ 0 | $ 93,768 | $ 0 | |
Total gross margin | 19,782 | $ 0 | 38,104 | $ 0 | |
Total assets | 889,041 | 889,041 | $ 262,390 | ||
Integrated Care Management | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 11,858 | 29,428 | |||
Total gross margin | 4,760 | 14,483 | |||
Total assets | 202,554 | 202,554 | 186,476 | ||
Virtual Care Infrastructure | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 19,162 | 26,716 | |||
Total gross margin | 7,673 | 10,606 | |||
Total assets | 369,271 | 369,271 | 0 | ||
Services | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 18,050 | 37,624 | |||
Total gross margin | 7,349 | 13,015 | |||
Total assets | 267,426 | 267,426 | 18,383 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 49,790 | $ 49,790 | $ 57,531 |
Commitment and Contingencies -
Commitment and Contingencies - Commitments Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)office | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)office | Sep. 30, 2020USD ($) | |
Operating Leased Assets [Line Items] | ||||
Security deposits | $ 200 | $ 200 | ||
Rent expense | 1,200 | 3,100 | ||
Sublease revenue | 100 | 200 | ||
Lease abandonment accrual | $ 915 | $ 0 | $ 915 | $ 0 |
Number of offices related to lease abandonment | office | 5 | 5 | ||
Minimum | Related Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | $ 3 | |||
Minimum | Third- Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | 1 | |||
Maximum | Related Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | 33 | |||
Maximum | Third- Party | ||||
Operating Leased Assets [Line Items] | ||||
Required monthly payment | $ 60 |
Commitment and Contingencies _2
Commitment and Contingencies - Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Sublease Income | |
Remaining 2021 | $ (93) |
2022 | (250) |
2023 | (258) |
2024 | (265) |
2025 | (273) |
Thereafter | (328) |
Total | (1,467) |
Minimum Lease Payments, Net of Sublease Income | |
Remaining 2021 | 1,033 |
2022 | 2,098 |
2023 | 1,559 |
2024 | 1,419 |
2025 | 1,515 |
Thereafter | 1,701 |
Total | 9,325 |
Related Party | |
Minimum Lease Payments of Operating Leases | |
Remaining 2021 | 100 |
2022 | 410 |
2023 | 425 |
2024 | 421 |
2025 | 427 |
Thereafter | 383 |
Total | 2,166 |
Third- Party | |
Minimum Lease Payments of Operating Leases | |
Remaining 2021 | 1,026 |
2022 | 1,938 |
2023 | 1,392 |
2024 | 1,263 |
2025 | 1,361 |
Thereafter | 1,646 |
Total | $ 8,626 |
Commitment and Contingencies _3
Commitment and Contingencies - Contingencies Narrative (Details) | 9 Months Ended | |
Sep. 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] | ||
Damages sought | 31,000,000 | |
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 ($) $ / shares in Units, $ in Millions | Oct. 07, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Subsequent Event | Public Offering and Over-Allotment Option | ||||
Subsequent Event [Line Items] | ||||
Purchase price received on transaction | $ 46.3 | |||
Offering expenses | $ 3.3 | |||
Subsequent Event | Public Offering | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued or sold (in shares) | 23,000,000 | |||
Price per share (in dollars per share) | $ 1.75 | |||
Subsequent Event | Over-Allotment Option | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued or sold (in shares) | 3,450,000 | |||
Option to purchase additional shares, period (in days) | 30 days |
Uncategorized Items - uph-20210
Label | Element | Value |
Northland Gig2 Investment LLC [Member] | GigCapital2, Inc. [Member] | Private Placement, Private Underwriter Shares [Member] | ||
Sale of Stock, Price Per Share | us-gaap_SaleOfStockPricePerShare | $ 10 |
Sale of Stock, Number of Shares Issued in Transaction | us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction | 100,000 |
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] | Second Private Placement, Private Underwriter Shares [Member] | ||
Sale of Stock, Price Per Share | us-gaap_SaleOfStockPricePerShare | $ 10 |
Sale of Stock, Number of Shares Issued in Transaction | us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction | 20,000 |
GigCapital2 Sponsor [Member] | GigCapital2, Inc. [Member] | Private Placement [Member] | ||
Sale of Stock, Number of Shares Issued in Transaction | us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction | 481,250 |