UpHealth (UPHL) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 30, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-04321
Entity Registrant Name	UpHealth, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3838045
Entity Address, Address Line One	14000 S. Military Trail,
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Delray Beach,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33484
City Area Code	888
Local Phone Number	424-3646
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 33.8
Entity Common Stock, Shares Outstanding		16,784,476
Documents Incorporated by Reference	None.
Entity Central Index Key	0001770141
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Common Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPH
Security Exchange Name	NYSE
Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $115.00 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 $115.00 per share
Trading Symbol	UPH.WS
Security Exchange Name	NYSE

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Audit Information [Abstract]
Auditor Firm ID	207	166
Auditor Name	BPM LLP	Plante & Moran, PLLC
Auditor Location	San Jose, California	Denver, Colorado

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents		$ 15,557,000	$ 58,192,000
Restricted cash		0	18,609,000
Accounts receivable, net		21,851,000	22,761,000
Inventories		161,000	2,928,000
Due from related parties		14,000	40,000
Prepaid expenses and other current assets		2,748,000	4,217,000
Assets held for sale, current		2,991,000	0
Total current assets		43,322,000	106,747,000
Property, plant and equipment, net		14,069,000	56,072,000
Operating lease right-of-use assets		7,213,000	0
Intangible assets, net		31,362,000	115,313,000
Goodwill		159,675,000	284,268,000
Equity investment		21,200,000	0
Other assets		438,000	6,907,000
Assets held for sale, noncurrent		62,525,000	0
Total assets		339,804,000	569,307,000
Current liabilities:
Accounts payable		17,983,000	13,604,000
Accrued expenses		38,763,000	36,084,000
Deferred revenue		2,738,000	2,649,000
Due to related party		229,000	47,000
Income tax payable		388,000	739,000
Related-party debt, current		0	657,000
Debt, current		0	22,093,000
Forward share purchase liability		0	18,051,000
Lease liabilities, current		5,475,000	2,404,000
Other liabilities, current		74,000	376,000
Liabilities held for sale, current		3,319,000	0
Total current liabilities		68,969,000	96,704,000
Related-party debt, noncurrent		281,000	331,000
Debt, noncurrent		145,962,000	98,417,000
Deferred tax liabilities		1,200,000	28,281,000
Warrant liabilities, noncurrent		9,000	252,000
Derivative liability, noncurrent		56,000	7,977,000
Lease liabilities, noncurrent		8,741,000	2,644,000
Other liabilities, noncurrent		662,000	858,000
Liabilities held for sale, noncurrent		7,787,000	0
Total liabilities		233,667,000	235,464,000
Commitments and Contingencies (Note 19)
Stockholders' Equity Attributable to Parent [Abstract]
Common stock, $0.0001 par value, 30,000 shares authorized, 15,054 and 14,428 issued and outstanding as of December 31, 2022 and 2021, respectively	[1]	2,000	1,000
Additional paid in capital		688,355,000	665,474,000
Treasury stock, at cost		(17,000,000)	0
Accumulated deficit		(566,209,000)	(343,209,000)
Accumulated other comprehensive loss		0	(3,802,000)
Total UpHealth, Inc., stockholders’ equity		105,148,000	318,464,000
Noncontrolling interests		989,000	15,379,000
Total stockholders’ equity	[2]	106,137,000	333,843,000
Total liabilities and stockholders’ equity		$ 339,804,000	$ 569,307,000
[1] Amounts as of December 31, 2021 differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022. (2) Amounts as of September 30, 2022 and before that date differ from those published in our prior condensed consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022.

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical)		Dec. 08, 2022	Dec. 31, 2022 $ / shares shares		Dec. 05, 2022 $ / shares	Dec. 31, 2021 $ / shares shares		Oct. 07, 2021 $ / shares
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001	[1]	$ 0.0001	$ 0.0001	[1]	$ 0.0001
Common stock authorized (in shares)	[1]		30,000,000			30,000,000
Common stock issued (in shares)	[1]		15,054,431			14,427,900
Common stock outstanding (in shares)	[1]		15,054,431			14,427,900
Reverse stock split ratio		0.1
[1] Amounts as of December 31, 2021 differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022.

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total revenues	$ 158,803,000	$ 123,795,000
Total cost of revenues	88,648,000	83,981,000
Gross profit	70,155,000	39,814,000
Operating expenses:
Sales and marketing	15,951,000	10,638,000
Research and development	7,888,000	7,644,000
General and administrative	48,755,000	52,285,000
Depreciation and amortization	16,140,000	13,044,000
Stock-based compensation	6,464,000	1,048,000
Lease abandonment expenses	75,000	915,000
Goodwill and intangible asset impairment	114,061,000	297,930,000
Acquisition, integration, and transformation costs	22,214,000	36,289,000
Total operating expenses	231,548,000	419,793,000
Loss from operations	(161,393,000)	(379,979,000)
Other income (expense):
Interest expense	(26,500,000)	(19,516,000)
Gain on consolidation of equity investment	0	640,000
Loss on deconsolidation of subsidiary	(37,708,000)	0
Gain on fair value of derivative liability	7,529,000	53,846,000
Gain on fair value of warrant liabilities	242,000	1,595,000
Gain (loss) on extinguishment of debt	(14,610,000)	151,000
Other income, net, including interest income	121,000	490,000
Total other income (expense)	(70,926,000)	37,206,000
Net loss before income tax benefit	(232,319,000)	(342,773,000)
Income tax benefit	9,384,000	2,437,000
Net loss before loss from equity investment	(222,935,000)	(340,336,000)
Loss from equity investment	0	(561,000)
Net loss	(222,935,000)	(340,897,000)
Less: net loss attributable to noncontrolling interests	65,000	126,000
Net loss attributable to UpHealth, Inc.	$ (223,000,000)	$ (341,023,000)
Net loss per share attributable to UpHealth, Inc.:
Basic (in dollars per share)	$ (15.17)	$ (31.86)
Diluted (in dollars per share)	$ (15.17)	$ (31.86)
Weighted average shares outstanding:
Basic (in shares)	14,699,000	10,703,000
Diluted (in shares)	14,699,000	10,703,000
Services
Total revenues	$ 110,953,000	$ 70,223,000
Total cost of revenues	62,954,000	45,139,000
Licenses and subscriptions
Total revenues	12,566,000	25,516,000
Total cost of revenues	1,260,000	19,183,000
Products
Total revenues	35,284,000	28,056,000
Total cost of revenues	$ 24,434,000	$ 19,659,000

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (222,935)	$ (340,897)
Foreign currency translation adjustments, net of tax	3,802	(3,802)
Comprehensive loss	(219,133)	(344,699)
Comprehensive income attributable to noncontrolling interests	65	126
Comprehensive loss attributable to UpHealth, Inc.	$ (219,198)	$ (344,825)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands		Total		Common Stock		Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total UpHealth, Inc. Stockholders’ Equity	Noncontrolling Interests
Balance at beginning of period (in shares) at Dec. 31, 2020	[1],[2]			7,002,000
Balance at beginning of period (in shares) at Dec. 31, 2020	[1],[2]						0
Balance at beginning of period at Dec. 31, 2020	[1],[2]	$ 220,721		$ 1		$ 222,906	$ 0	$ (2,186)	$ 0	$ 220,721	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to consummate business combinations (in shares)	[1],[2]			3,491,000
Issuance of common stock to consummate business combinations	[1],[2]	346,249				330,996				330,996	15,253
Merger recapitalization (in shares)	[1],[2]			947,000
Merger recapitalization	[1],[2]	54,605				54,605				54,605
Issuance of common stock in connection with PIPE (in shares)	[2]			300,000
Issuance of common stock in connection with PIPE	[2]	27,079				27,079				27,079
Forward share repurchase agreement		(17,000)				(17,000)				(17,000)
Purchase consideration adjustment		677				677				677
Issuance of common stock for debt conversion (in shares)	[2]			20,000
Issuance of common stock for debt conversion	[2]	1,879				1,879				1,879
Issuance of common stock for formation (in shares)	[2]			2,645,000
Issuance of common stock for formation	[2]	42,965				42,965				42,965
Issuance of common stock in connection with equity incentive plans, net (in shares)	[2]			23,000
Issuance of common stock in connection with equity incentive plans, net	[2]	319				319				319
Stock-based compensation		1,048				1,048				1,048
Net loss		(340,897)						(341,023)		(341,023)	126
Foreign currency translation adjustments		$ (3,802)							(3,802)	(3,802)
Balance at end of period (in shares) at Dec. 31, 2021	[2]						0
Balance at end of period (in shares) at Dec. 31, 2021		14,427,900	[3]	14,428,000	[2]
Balance at end of period at Dec. 31, 2021	[2]	$ 333,843		$ 1		665,474	$ 0	(343,209)	(3,802)	318,464	15,379
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity award activity, net of shares withheld for taxes (in shares)	[2]			681,000
Equity award activity, net of shares withheld for taxes	[2]	(1,295)		$ 1		(1,296)				(1,295)
Issuance of common stock for formation (in shares)	[2]			115,000
Issuance of common stock for formation	[2]	713				713				713
Stock-based compensation		6,464				6,464				6,464
Common stock repurchased in connection with forward share purchase agreement (in shares)	[2]			(170,000)			170,000
Common stock repurchased in connection with forward share purchase agreement	[2]	0				17,000	$ (17,000)
Purchase of noncontrolling interest		(31)									(31)
Distribution to noncontrolling interests		(139)									(139)
Deconsolidation of subsidiary		(14,285)									(14,285)
Net loss		(222,935)						(223,000)		(223,000)	65
Foreign currency translation adjustments		$ 3,802							3,802	3,802
Balance at end of period (in shares) at Dec. 31, 2022	[2]						170,000
Balance at end of period (in shares) at Dec. 31, 2022		15,054,431	[3]	15,054,000	[2]
Balance at end of period at Dec. 31, 2022	[2]	$ 106,137		$ 2		$ 688,355	$ (17,000)	$ (566,209)	$ 0	$ 105,148	$ 989
[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, Organization and Business ). 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. (2) Amounts as of September 30, 2022 and before that date differ from those published in our prior condensed consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022. Amounts as of December 31, 2021 differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022.

CONSOLIDATED STATEMENTS OF ST_2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands			12 Months Ended
		Dec. 08, 2022	Dec. 31, 2021 USD ($)	Jun. 09, 2021
Statement of Stockholders' Equity [Abstract]
Exchange ratio				10.28
Reverse stock split ratio		0.1
Offering expenses	[1]		$ 3,300
[1] (2) Amounts as of September 30, 2022 and before that date differ from those published in our prior condensed consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022.

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net loss	$ (222,935,000)	$ (340,897,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	21,800,000	16,768,000
Amortization of debt issuance costs and discount on convertible debt	12,789,000	8,882,000
Stock-based compensation	6,464,000	1,048,000
Impairment of property, plant and equipment, intangible assets and goodwill	116,164,000	297,930,000
Provision for bad debt expense	1,336,000	18,617,000
Loss (gain) on extinguishment of debt	14,610,000	(151,000)
Loss from equity investment	0	561,000
Gain on consolidation of equity investment	0	(640,000)
Loss on deconsolidation of subsidiary	37,708,000	0
Gain on fair value of warrant liabilities	(242,000)	(1,595,000)
Gain on fair value of derivative liability	(7,529,000)	(53,846,000)
Loss on disposal of property and equipment	0	876,000
Deferred income taxes	(9,543,000)	(2,502,000)
Non-cash impact of operating lease right-of-use assets	4,031,000	0
Other	(9,000)	0
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(5,839,000)	(26,747,000)
Inventories	417,000	200,000
Prepaid expenses and other current assets	(100,000)	(6,909,000)
Accounts payable and accrued expenses	13,148,000	23,019,000
Operating lease liabilities	(4,003,000)	0
Income taxes payable	(599,000)	65,000
Deferred revenue	954,000	1,942,000
Due to related parties	(478,000)	1,000
Other current liabilities	(585,000)	561,000
Net cash used in operating activities	(22,441,000)	(62,817,000)
Investing activities:
Purchases of property and equipment and capitalized software development costs	(6,836,000)	(3,723,000)
Due to related parties	(14,000)	497,000
Deconsolidated Glocal cash	(8,743,000)	0
Net cash acquired in acquisition of businesses	0	3,969,000
Net cash provided by (used in) investing activities	(15,593,000)	743,000
Financing activities:
Proceeds from merger and recapitalization transaction	0	83,909,000
Proceeds from debt	67,500,000	164,500,000
Repayments of debt	(48,234,000)	(42,645,000)
Proceeds from Provider Relief Funds	0	506,000
Payments of debt issuance costs	(1,475,000)	(8,100,000)
Repayment of forward share purchase	(18,521,000)	0
Repayments of seller notes	(18,680,000)	(99,207,000)
Payments of finance and capital lease obligations	(3,106,000)
Payments of finance and capital lease obligations		(2,173,000)
Proceeds from equity offering	0	42,962,000
Proceeds from stock option exercises	0	319,000
Payments for taxes related to net settlement of equity awards	(95,000)	0
Distribution to noncontrolling interest	(139,000)	0
Payment of amount due to member	0	(4,200,000)
Net cash provided by (used in) financing activities	(22,750,000)	135,871,000
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(460,000)	635,000
Increase (decrease) in cash, cash equivalents, and restricted cash	(61,244,000)	74,432,000
Cash, cash equivalents, and restricted cash, beginning of period	76,801,000	2,369,000
Cash, cash equivalents, and restricted cash, end of period	15,557,000	76,801,000
Supplemental cash flow information:
Cash paid for interest	10,711,000	9,799,000
Cash paid for income taxes	521,000	0
Property, plant and equipment reclassed from other assets	3,751,000	0
Property and equipment acquired through capital lease and vendor financing arrangements	4,110,000	3,469,000
Right of use assets obtained in exchange for new operating lease liabilities	12,549,000	0
Issuance of common stock for debt conversion	0	1,879,000
Shares withheld for tax remittance	1,200,000	0
Issuance of common stock for debt issuance costs	713,000	0
Write-off of Glocal opening cash balance	3,010,000	0
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	15,557,000	58,192,000
Restricted cash	0	18,609,000
Total cash, cash equivalents, and restricted cash	15,557,000	76,801,000
TTC
Issuance of common stock and promissory note to consummate business combination	0	48,233,000
Glocal
Issuance of common stock and promissory note to consummate business combination	0	132,122,000
Cloudbreak
Issuance of common stock and promissory note to consummate business combination	0	106,298,000
Innovations Group
Issuance of common stock and promissory note to consummate business combination	$ 0	$ 170,378,000

Organization and Business

Organization and Business	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business UpHealth, Inc. UpHealth, Inc. (“UpHealth,” “we,” “us,” “our,” “UpHealth,” or the “Company”) is the parent company of both UpHealth Holdings, Inc. (“UpHealth Holdings”) and Cloudbreak Health, LLC (“Cloudbreak”). GigCapital2, Inc. (“GigCapital2”), our 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. UpHealth Services was incorporated in Illinois on November 5, 2019; operations effectively began January 1, 2020 and have continued to date. On November 20, 2020, UpHealth Holdings completed the acquisition of Thrasys, Inc. (“Thrasys”), a California corporation and a provider of an advanced, comprehensive, and extensible technology platform, marketed under the umbrella “SyntraNet TM ,” to manage health, quality of care, and costs, especially for individuals with complex medical, behavioral health, and social needs. On November 20, 2020, we also completed the acquisition of Behavioral Health Services, LLC and subsidiaries (“BHS”), a Missouri limited liability company and provider of medical, retail pharmacy and billing services. On November 20, 2020, UpHealth Holdings completed the acquisition of 43.46% of Glocal Healthcare Systems Private Limited and subsidiaries (“Glocal”), an India based healthcare company, which was presented as an equity method investment. On March 26, 2021, UpHealth Holdings acquired an additional 45.94% of Glocal and recognized a gain of $0.6 million on our equity method investment through the step-acquisition, which is presented as a gain on consolidation of equity method investment in the consolidated statement of operations for the three months ended March 31, 2021. On May 14, 2021, June 21, 2021, and August 27 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8% and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of June 30, 2022. Glocal is included in our consolidated financial statements as of March 26, 2021 through June 30, 2022 (see Deconsolidation of Subsidiary for further information). 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 Group”), 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. Deconsolidation of Subsidiary As a result of events which occurred during the three months ended September 30, 2022, we determined that a reconsideration event occurred in July 2022, which required us to reassess whether Glocal was a Variable Interest Entity (“VIE”) and whether we continued to have a controlling financial interest in Glocal. Based on this assessment, we concluded that Glocal was a VIE, and furthermore, that we no longer have the ability to direct any activities of Glocal and no longer have a controlling financial interest. As a result, effective July 2022, we deconsolidated Glocal and recorded a $37.7 million loss on deconsolidation of equity investment in our consolidated statements of operations, measured as the difference between the probability-weighted fair value of Glocal of $21.2 million and the carrying amount of Glocal’s assets and liabilities as of July 1, 2022. The probability-weighted fair value of Glocal, which is included in equity investment in our consolidated balance sheets as of December 31, 2022, incorporated scenarios where control of Glocal was gained and Glocal would continue as a going concern, control of Glocal was gained and Glocal would need to be liquidated, and control of Glocal was not gained and the equity investment in Glocal would be worthless. Further, we assessed the prospective accounting for our equity investment in Glocal. Since we no longer had the ability to exercise significant influence over operating and financial policies of Glocal, we concluded the investment should be accounted for utilizing the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 321, Investments - Equity Securities (“ASC 321”) measurement alternative, whereby the investment was measured at cost and will continue to be evaluated for any indicators of impairment. In addition, we derecognized $14.3 million of noncontrolling interests related to Glocal. If through legal processes we are able to obtain the ability to direct the activities of Glocal, and it is our intent to exercise all legal rights and remedies to achieve such a result, then we will further reassess the appropriate accounting treatment of our investment in Glocal. The following table sets forth details of Glocal’s condensed balance sheet, which was deconsolidated effective July 1, 2022: (In thousands) As of July 1, 2022 Cash and cash equivalents $ 8,743 Restricted cash 508 Accounts receivable, net 5,043 Inventories 276 Prepaid expenses and other current assets 816 Property and equipment, net 27,415 Intangible assets 34,449 Other assets 1,814 Total assets 79,064 Accounts payable 2,430 Accrued expenses 1,189 Deferred revenue, current 588 Income taxes payable 2,512 Related-party debt 71 Debt 551 Other liabilities 144 Deferred tax liabilities 6,045 Accumulated other comprehensive loss (7,659) Noncontrolling interests 14,285 Total liabilities and stockholder's equity 20,156 Carrying value of Glocal at deconsolidation 58,908 Fair value of Glocal at deconsolidation 21,200 Loss on deconsolidation of equity investment $ 37,708 The financial results of Glocal as of December 31, 2021, the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022 are included in our consolidated financial statements, and the financial results of Glocal as of December 31, 2022 and for the six months then ended are not included in our consolidated financial statements. The only transactions between us and Glocal during the six months ended December 31, 2022 was the transfer of $5.1 million by us to a designated “Share Account” maintained with a leading bank in India in the name of Glocal for which our Chief Financial Officer is the sole authorized signatory. Reverse Stock Split On December 5, 2022 our stockholders approved an amendment to our Second Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) to effect a reverse split of the outstanding shares of our common stock, par value $0.0001 per share, at a specific ratio within a range of 4:1 to 10:1, with the specific ratio to be fixed within this range by our board of directors in its sole discretion without further stockholder approval (the “ Reverse Stock Split ”). Our board of directors fixed the Reverse Stock Split ratio at 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022. Except as noted, all share, stock option, restricted stock unit (“ RSU ”), and per share information throughout these consolidated financial statements have been retroactively adjusted to reflect this Reverse Stock Split. Sale of Innovations Group On February 26, 2023, we agreed to sell 100% of the outstanding capital stock of our wholly owned subsidiary, Innovations Group, to Belmar MidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Belmar Holdings, Inc., a Delaware corporation, a portfolio company of Webster Capital IV, L.P., a Delaware limited partnership, pursuant to a stock purchase agreement dated February 26, 2023. The sale is expected to close in the second quarter of 2023, subject to the completion of required regulatory filings. Pursuant to the terms of the stock purchase agreement, consideration of $56.0 million, subject to working capital, closing debt, and other adjustments, will be delivered to us upon closing. See Note 4, Assets and Liabilities Held for Sale , for further information.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements of UpHealth have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial information and the instructions to Form 10-K and Rule 10-01 of Regulation S-X. Our consolidated financial statements include the accounts of UpHealth, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We follow the 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 VIEs. We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups (“ JOBS ”) Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard. Fiscal Year Our fiscal year ends on December 31. References to fiscal year 2022 and fiscal year 2021 refer to our fiscal years ended December 31, 2022 and December 31, 2021, respectively. Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • The identification and reporting of 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; • The valuation of equity investments, including our determination of the fair value of Glocal; • The valuation of assets acquired and liabilities assumed for business combinations, including intangible assets and goodwill; • The estimated economic lives and recoverability of intangible assets; • The valuations prepared in connection with the review of goodwill, intangible assets, and other long-lived assets for impairment: • The timing and amount of revenues to be recognized, including standalone selling price (“ SSP ”) of performance obligations for revenue contracts with multiple performance obligations; • The identification of and provision for uncollectible accounts receivable; • The capitalization and useful life of internal-use software development costs; • The valuation of derivatives and warrants; and • The recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions. Actual results could differ materially from those estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. Foreign Currency Translation Adjustments Balance sheet assets and liabilities of subsidiaries which do not use the U.S. dollar as their functional currency are translated at the exchange rate at the end of the reporting period. Statement of operations 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 stockholders’ equity was recorded, except for the change in accumulated deficit during the reporting period, which is translated using the same weighted-average exchange rate used to translate the consolidated statements of operations. The net cumulative translation adjustment is reported in accumulated other comprehensive loss, net of tax, in the consolidated balance sheets. Foreign Currency Transactions Foreign exchange transactions are recorded at the exchange rate prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at foreign exchange rates in effect at the end of the reporting period. Exchange differences arising on settlements/period-end translations are recognized in the consolidated statements of operations in the period they arise. Fair Value Measurements Fair value is measured in accordance with ASC guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value, and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. We measure fair value for financial instruments on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist. Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents consist of amounts we have on deposit with major commercial financial institutions. Restricted Cash As of December 31, 2022, we had no restricted cash. As of December 31, 2021, we had restricted cash totaling $18.6 million, consisting of which $18.1 million represented funds held in an escrow account, as agreed in our forward share purchase agreement (see Note 12, Capital Structure , for further information) and $0.5 million of funds held at our Glocal business. Receivables and Concentration 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. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $15.6 million and $18.9 million, respectively. For subscription-based medical language interpretation services provided by and the sales of products through our virtual care infrastructure operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. As of December 31, 2022 and December 31, 2021, the allowance for doubtful accounts was $0.6 million and $0.1 million, respectively. For medical services provided through our services operations, accounts receivable are recorded without collateral from patients, most of whom are local residents and are insured under third-party payor agreements. Accounts receivable are based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience adjusted for economic conditions and other trends affecting our ability to collect outstanding amounts. For accounts receivable associated with self-pay patients, we record implicit price concessions in the period of service on the basis of our past experience, which indicates that many patients are unable or unwilling to pay the portion of their bill for which they are financially responsible. For digital pharmacy prescriptions provided through our services operations, accounts receivable are recorded at net invoice amount from patients. For all prescriptions including compounded and customized medications, substantially all accounts receivable are paid by credit card at the time of shipment. As of December 31, 2022 and 2021, we determined that no allowance for doubtful accounts was necessary. As of December 31, 2022 and 2021, the total allowance for doubtful accounts was $16.2 million and $19.0 million, respectively. For the year ended December 31, 2022, one customer accounted for approximately 12% of total revenues. For the year ended December 31, 2021, one customer accounted for approximately 58% of total revenues, due to the shortened period of activity between our acquisitions of Thrasys and BHS. As of December 31, 2022, no one customer accounted for a significant percentage of total accounts receivable. As of December 31, 2021, two customers accounted for 74% of total accounts receivable, primarily due to the shortened period of activity between our acquisitions of Thrasys and BHS. Inventories Inventories primarily consist of stock of medicines and pharmaceutical products finished goods, and are stated at the lower of cost or net realizable value. Cost comprises purchase price and all incidental expenses incurred in bringing the inventory to its present location and condition. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, with a normal margin to sell. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Once the cost of the inventory is reduced, a new lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis Equity Investment As of December 31, 2020, and for the period January 1, 2021 through March 26, 2021, we held an interest in the privately-held equity securities of Glocal in which we did not have a controlling interest, but were able to exercise significant influence. Based on the terms of these privately-held securities, we determined that we exercised significant influence on Glocal, applied the equity method of accounting for our investment in Glocal, and presented our investment in Glocal in equity method investments in the consolidated balance sheets. Any and all gains and losses on privately-held equity securities, realized and unrealized, were recorded in other income (expense) in the condensed consolidated statements of operations. Income recognized in our equity method investments was reduced by the expected amortization from intangible assets recognized through the fair value step-up, until we acquired a controlling financial interest and consolidated Glocal. As discussed in Deconsolidation of Equity Investment in Note 1, Organization and Business , as of December 31, 2022, and for the July 1, 2022 to December 31, 2022 period, we held an interest in the privately-held equity securities of Glocal in which we did not have a controlling interest and were unable to exercise significant influence. Based on the terms of these privately-held securities, we concluded the investment should be accounted for utilizing the ASC 321 measurement alternative, whereby the investment was measured at cost and will continue to be evaluated for any indicators of impairment. Valuations of privately-held securities in which we do not have a controlling financial interest are inherently complex due to the lack of readily available market data and requires the use of judgment. The carrying value is not adjusted for our privately-held equity securities if there are no observable price changes in a similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment. Our impairment analysis encompasses an assessment of both qualitative and quantitative factors, including the investee’s financial metrics, market acceptance of the investee’s product or technology, and the rate at which the investee is using its cash. If the investment is considered impaired, we recognize an impairment in the consolidated statements of operations and establish a new carrying value for the investment. Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range as follows: Land Indefinite Buildings 60 years Medical and surgical equipment 13 years Electrical and other equipment 5-7 years Computer equipment, furniture and fixtures 3-7 years Vehicles 5-7 years Capitalized software development costs 3 years Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated economic life of the asset. When assets are retired or disposed of, the asset costs and related accumulated depreciation or amortization are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the economic lives of assets, are capitalized. Capitalized Software Development Costs We capitalize our ongoing costs of developing 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. Impairment charges of $17.6 million were recognized during fiscal 2022 related to our Thrasys, BHS and TTC business units. No impairment charge was recognized in fiscal 2021. Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment charge Goodwill Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis as of the first day of our fourth quarter, or sooner if events indicate such a review is necessary through a triggering event. An impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than its respective carrying value. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Future changes in the estimates used to conduct the impairment review, including revenue projections, market values, and changes in the discount rate used, could cause the analysis to indicate that our goodwill is impaired in subsequent periods and result in a write-down of a portion or all of goodwill. The discount rate used is based on independently calculated risks, our capital mix, and an estimated market premium. A $94.6 million impairment charge was recognized in fiscal 2022, which included an increase to goodwill in the amount of $5.5 million, which was immediately impaired, as a result of measurement period adjustments in the three months ended March 31, 2022, as well as an impairment charge of $89.1 million in the three months ended September 30, 2022 resulting from indicators of impairment identified in our goodwill impairment assessment performed as of September 30, 2022 (see Note 8, Goodwill , for further information). We also recorded a $1.8 million charge on the remeasurement of the disposal group held for sale in the three months ended December 31, 2022 in connection with the pending sale of Innovations Group. A $297.9 million impairment charge was recognized in fiscal 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, including: • The timing of the receipt of the additional information that management could have used in its evaluation on or after the acquisition date, and • Whether management can identify a reason that a change to the provisional amounts is warranted and not driven by a discrete independent event occurring subsequent to the acquisition. Held for Sale Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into assets and liabilities held for sale on our consolidated balance sheets. The reclassification occurs when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. Debt Issuance Costs and Original Issue Discounts The third-party cost of issuing debt results in the recognition of debt issuance costs (“ DIC ”), which are capitalized and presented as a net reduction to the face amount of the debt. DIC is amortized using the effective interest rate method over the expected life of the debt. The reduction in gross proceeds from a debt facility by a lender or lenders results in an original issue discount (“ OID ”), which is amortized using the effective interest rate method over the expected life of the debt. The amortization of OID for the reporting period results in the recognition of additional interest expense. Warrant Liabilities We account for the Private Placement Warrants and PIPE Warrants (as described in Note 12, Capital Structure ) that are not indexed to our own stock as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the consolidated statements of operations. We will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. For ward Share Purchase Agreement On June 3, 2021, we entered into a third-party put option arrangement with Kepos Alpha Fund L.P. (“ KAF ”), a Cayman Islands limited partnership, whereby we assumed the obligation to repurchase our common stock at a future date by transferring cash to KAF under certain conditions. Due to its mandatorily redeemable for cash feature, we recorded such obligation as a forward share purchase liability, and the $18.1 million of cash held in escrow as restricted cash, in our consolidated balance sheets as of December 31, 2021. In April 2022, in accordance with the Purchase Agreement, KAF transferred the 170,000 shares of our common stock (recorded on a post-reverse split basis) to us and we transferred to KAF the $18.1 million in cash previously held in escrow and $0.4 million of interest. As of December 31, 2022, the 170,000 shares of common stock are recorded as treasury stock in our consolidated balance sheets. Stock Based Compensation Our stock-based compensation primarily consists of stock options and restricted stock units (“ RSUs ”). Stock-based compensation is recognized in the consolidated statements of operations based on the grant date fair value of the awards. The fair value of stock options is determined on the grant date using a Black-Scholes model. The fair value of RSUs is determined by the grant date market price of our common shares. The compensation expense recognized for stock-based awards is recognized ratably over the service period of the awards. Revenue Recognition We recognize revenue in accordance with ASC guidance on revenue from contracts with customers. Revenue is reported at the amount that reflects the consideration to which we expect to be entitled in exchange for providing goods and services. Contract Assets, Contract Liabilities, and Remaining Performance Obligations We record a contract asset when revenue recognized on a contract exceeds the billings. Subscriptions and SaaS internet hosting are generally invoiced monthly, quarterly, or in installments. Services are generally invoiced upon providing services as the performance obligations are deemed complete. Contract assets are included in accounts receivable in the consolidated balance sheets. We record deferred revenue when billed amounts have been invoiced and received in advance of revenue recognition. It is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the remaining contract value of multi-year, non-cancelable subscription agreements. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and new business linearity within the period. The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unbilled receivables and deferred revenue that will be recognized as revenue in future periods. The transaction price allocated to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, average contract terms, and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes, and other market factors. We exclude amounts related to performance obligations that are billed and recognized as they are delivered. This primarily consists of professional services contracts that are on a time-and-materials basis. Services Revenues We derive our services revenues primarily through the provision of professional services through our Integrated Care Management segment; the provision of medical and behavioral health services by accredited medical professionals through our Services segment, and through Glocal in our Virtual Care Infrastructure segment through June 30, 2022; and the provision of subscription-based medical language interpretation services through our Virtual Care Infrastructure segment, as follows: • 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 revenues and configuration fees are recognized as the services are completed. • 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 revenues and cash flows are affected by payors having different reimbursement and payment methodologies, length of the patient’s service, and method of reimbursement. Estimates of net realizable value are subject to significant judgment and approximation by management. It is possible that actual results could differ from the historical estimates management has used to help determine the net realizable value of revenue. If actual collections either exceed or are less than the net realizable value estimates, we record a revenue adjustment, either positive or negative, for the difference between the estimate of the receivable and the amount actually collected in the reporting period in which the collection occurred. No significant adjustments were recorded in the years ended December 31, 2022 and 2021. • Subscription-based medical language interpretation services Service fees of subscription-based fixed monthly minute medical language interpretation services are recognized monthly on a straight-line basis over the term of the contract due to the stand-ready nature of the services provided. Variable consideration received for medical language interpretation services, information technology services, and for the lease of Martti™ devices, our language access solution, is based on a fixed per item charge applied to a variable quantity. Variable consideration for these services is recognized over time in accordance with the “right to invoice” practical expedient and therefore is not subject to revenue constraint evaluation. Revenues related to the sale of Martti™ devices are recognized at a point in time upon delivery of the devices to the customer. We may enter into multiple component services arrangements that bundle the pricing for the lease of Martti™ devices with information technology services, but the lease may not always accompany Martti™ services. When an equipment lease is bundled with services, allocation of the transaction price consideration between the lease and nonlease components of the lease is required. We have determined that the consideration allocated to the lease components in its bundled multiple component services arrangements is not material to the consolidated financial statements. Licenses and Subscriptions Revenues Software license revenues are recognized by SyntraNet TM based on whether or not the license constitutes a distinct performance obligation. If the license is a distinct performance obligation, separate from a distinct performance obligation for hosting services, it may be fully recognized on the date license rights are granted to the customer and access is granted; otherwise, it is an indistinct performance obligation, which is recognized ratably over the contract term, along with other hosting services beginning on the commencement date of each contract, which is the date license rights are granted to the customer. Subscription revenues from SaaS hosting access and support and maintenance provided by SyntraNet TM are recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our service is made available to the customer. Our subscription service arrangements are noncancellable and do not contain refund-type provisions. Product Revenues We derive product revenues from sales of products through digital pharmacy operations in our Services segment and, through June 30, 2022, and through the construction of clinics and sales of digital dispensaries by Glocal, in our Virtual Care Infrastructure segment through June 30, 2022. Our pharmacy sales are primarily a function of the price per unit for pharmaceutical products sold and the number of prescriptions provided to customers. We recognize revenue at the time the client effectively takes possession and control of the product. Revenue for both is typically recognized over time based on the percentage of costs incurred to date relative to the estimated total costs for the contract, as this method best depicts how control of the product is being transferred. Contracts with Multiple Performance Obligations and Transaction Prices From time to time, we may enter into contracts that contain multiple performance obligations, particularly with our SaaS internet hosting, licenses, subscriptions, and services. Additionally, we may enter into contracts that contain multiple performance obligations with our clinics and digital dispensaries, including maintenance and telehealth services. For these arrangements, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. A significant portion of our contracts with customers have fixed transaction prices. For some contracts, the amount of consideration to which we will be entitled is variable. We include variable consideration in a contract’s transaction price only to the extent that we have a relatively high level of confidence that the amounts will not be subject to significant reversals. In determining amounts of variable consideration to include in a contract’s transaction price, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to significant reversal. Cost of R evenues Cost of services for professional services, medical and behavioral services, and subscription-based medical langu

Business Combinations

Business Combinations	12 Months Ended
	Dec. 31, 2022
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 revenues, income, and cash flow. Customer relationships are valued using projected operating income, adjusted for estimated future existing customer growth, less estimated future customer attrition, net of charges for net tangible assets, IP charge, trade name charge, and work force. The concluded value is the after-tax discounted free cash flow. Measurement Period We have included a measurement period table for each acquisition, identifying the line item or line items where an adjustment was deemed necessary and have quantified its impact. We finalized the valuations and completed the purchase price allocations for Thrasys, BHS, TTC, and Innovations Group during the three months ended December 31, 2021, finalized the valuation and completed the purchase price allocation for Glocal during the three months ended March 31, 2022, and finalized the valuation and completed the purchase price allocation for Cloudbreak during the three months ended June 30, 2022. The Formation of UpHealth Holdings UpHealth Holdings was formed on October 26, 2020, as a Delaware corporation, when the shareholders of UpHealth Services, Inc. contributed all of the shares of UpHealth Services to UpHealth Holdings in exchange for outstanding common stock of UpHealth Holdings, resulting in UpHealth Services being a wholly owned subsidiary of UpHealth Holdings. This was accounted for as a common control transaction with assets and liabilities carried over at book value. Acquisition of Thrasys On November 20, 2020, UpHealth Holdings completed the 100% acquisition of Thrasys, in exchange for a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $167.4 million, net of cash and restricted cash acquired of $2.5 million. The acquisition brings additional software and support synergies to our consolidated digital healthcare offerings. Under the terms of the merger agreement, shares of common stock held by two officers of Thrasys, with a value of $10.0 million, have been restricted for 12 months from the closing date of the merger, as security for a potential indemnification claim related to a Thrasys tax matter (see Note 13, Income Taxes , for further information). We identified developed technology and intellectual property, customer relationships, and trade names as definite-lived intangible assets. Developed technology and intellectual property consists of Thrasys' SyntraNet TM platform, which is supported by 24 domestic and international patents. Customer relationships consists of Thrasys' relationships with health plans, health systems and hospitals, physician groups, and accountable care organizations that are expected to contribute to recurring revenues and cross sell of our offerings. Trade names consist of the SyntraNet TM trademark. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Thrasys. The goodwill is not deductible for tax purposes. The following table sets forth the allocation of the purchase price to Thrasys’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of November 20, 2021 Measurement Period As of November 20, 2020 Accounts receivable $ 3,491 $ — $ 3,491 Prepaid expenses and other 3,001 — 3,001 Identifiable intangible assets 27,875 — 27,875 Property and equipment 101 — 101 Other assets 19 — 19 Goodwill 143,964 (4,124) 148,088 Total assets acquired 178,451 (4,124) 182,575 Accounts payable 1,779 — 1,779 Accrued expenses and other current liabilities 3,949 (1,373) 5,322 Debt 430 (531) 961 Deferred tax liabilities 6,680 302 6,378 Deferred revenue 700 — 700 Total liabilities assumed 13,538 (1,602) 15,140 Net assets acquired $ 164,913 $ (2,522) $ 167,435 Thrasys applied for forgiveness of its $0.5 million PPP loan during 2020 and it was forgiven in full and the subsidiary was legally released from repaying the loan by the SBA in June 2021. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended June 30, 2021. In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreement, resulting in a decrease in net assets acquired and goodwill of $2.5 million during the three months ended June 30, 2021. During the three months ended December 31, 2021, a $1.4 million decrease in accrued expenses and other current liabilities was recorded related to a shareholder tax liability, with an offsetting increase in goodwill, as well as a $0.3 million increase in deferred tax liability related to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. The acquired intangible assets from Thrasys and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets - Trade names $ 6,925 10 Definite-lived intangible assets - Technology and intellectual property 10,825 7 Definite-lived intangible asset - Customer relationships 10,125 10 Total fair value of identifiable intangible assets $ 27,875 Acquisition of BHS On November 20, 2020, UpHealth Holdings completed the 100% acquisition of BHS in exchange for a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $15.8 million, net of cash acquired of $1.0 million. The acquisition adds the services segment to our operations and brings additional medical synergies to our consolidated digital healthcare offerings. We identified trade names as a definite-lived intangible asset. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of BHS. The goodwill is deductible for tax purposes. The following table sets forth the allocation of the purchase price to BHS’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of November 20, 2021 Measurement Period Adjustments As of November 20, 2020 Accounts receivable $ 1,257 $ — $ 1,257 Inventories 100 — 100 Prepaid expenses and other 40 — 40 Identifiable intangible assets 225 — 225 Property and equipment 53 — 53 Other assets 4 — 4 Deferred tax assets 19 — 19 Goodwill 15,443 (663) 16,106 Total assets acquired 17,141 (663) 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 1,067 641 426 Debt 113 (1,121) 1,234 Total liabilities assumed 1,554 (480) 2,034 Net assets acquired $ 15,587 $ (183) $ 15,770 In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $0.2 million during the three months ended June 30, 2021. During the three months ended June 30, 2021, BHS recorded an accrual in the amount of $0.4 million for amounts owing to providers as of the acquisition date, with an offsetting increase in goodwill. BHS submitted a request for forgiveness of its $1.0 million PPP loans during 2021 and it was forgiven in full and BHS was legally released from repaying the loan by the SBA in August 2021. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended September 30, 2021. During the three months ended December 31, 2021, BHS recorded $0.1 million for the forgiveness of PRF loans as a decrease in debt and goodwill. Additionally, $0.2 million was recorded for customer credit liabilities as an increase to accrued expenses and other current liabilities and goodwill. The acquired intangible assets from BHS and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets—Trade names $ 225 3 Total fair value of identifiable intangible assets $ 225 Acquisition of TTC On January 25, 2021, UpHealth Holdings completed the 100% acquisition of TTC in exchange for a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $45.9 million, net of cash acquired of $2.4 million. The acquisition brings additional medical synergies to our consolidated digital healthcare offerings. We identified trade names as a definite-lived intangible asset. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of TTC. The goodwill is not deductible for tax purposes. The following table sets forth the allocation of the purchase price to TTC’s identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period ended as of January 25, 2022. (In thousands) As of January 25, 2022 Measurement Period As of January 25, 2021 Accounts receivable $ 1,311 $ (462) $ 1,773 Prepaid expenses and other 187 — 187 Identifiable intangible assets 1,125 — 1,125 Property and equipment 531 — 531 Other assets 281 — 281 Goodwill 58,354 780 57,574 Total assets acquired 61,789 318 61,471 Accounts payable 625 — 625 Accrued expenses and other current liabilities 602 — 602 Due to related parties 4,200 2,807 1,393 Debt 11,216 (1,284) 12,500 Deferred tax liabilities 446 (28) 474 Total liabilities assumed 17,089 1,495 15,594 Net assets acquired $ 44,700 $ (1,177) $ 45,877 TTC submitted a request for forgiveness of its PPP loans in 2020 and they were forgiven in full and TTC was legally released from repaying the loans in the amount of $0.9 million and $0.3 million in February and March 2021, respectively. The forgiveness was recorded as a decrease in debt and goodwill during the three months ended March 31, 2021. In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $1.2 million. During the three months ended June 30, 2021, TTC recorded an accrual in the amount of $2.8 million for amounts owing to a related party as of the acquisition date, with an offsetting increase in goodwill. During the three months ended December 31, 2021, a $0.5 million accounts receivable reserve was recorded as a decrease in accounts receivable and an increase in goodwill. The acquired intangible assets from TTC and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-life intangible assets – Trade names $ 1,125 3 Total fair value of identifiable intangible assets $ 1,125 Acquisition of Glocal On November 20, 2020, UpHealth Holdings entered into a stock purchase agreement to acquire 43.46% of Glocal. On March 26, 2021, UpHealth Holdings completed a step acquisition of an additional 45.94% of Glocal, bringing our total ownership to 89.40%. The acquisition resulted in our ownership exceeding 50.0%, requiring consolidation of Glocal as of March 26, 2021. On May 14, 2021, June 21, 2021, and August 27, 2021, UpHealth Holdings completed the acquisition of an additional 1.0%, 1.8%, and 2.61% of Glocal, respectively, bringing our total ownership to 94.81% as of December 31, 2021. Total purchase price consideration included a promissory note for future cash consideration, as defined in the merger agreements, and common stock interests in UpHealth Holdings totaling $131.5 million, net of cash acquired of $0.4 million. The acquisition brought additional software and support synergies to our virtual care infrastructure offerings. We identified developed technology and intellectual property as definite-lived intangible assets. Glocal has intellectual property and computer software associated with its digital dispensary technology and its telemedicine software. This software platform has historically been used to provide patient care to health populations in India via technology-based hospital centers run by the government in a fee-for-service model based on usage. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Glocal. The goodwill is not deductible for tax purposes. The following table sets forth the 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 complete, as the measurement period ended as of March 26, 2022. (In thousands) As of March 26, 2022 Measurement Period Adjustments As of March 26, Accounts receivable, net $ 1,350 $ (5,111) $ 6,461 Inventories 325 — 325 Identifiable intangible assets 45,289 7,250 38,039 Property, equipment, and work in progress 26,767 (13,959) 40,726 Other current assets, including short term advances 15 (1,965) 1,980 Other noncurrent assets, including long term advances 509 — 509 Goodwill 121,913 30,042 91,871 Total assets acquired 196,168 16,257 179,911 Accounts payable 579 — 579 Accrued expenses and other current liabilities 9,692 1,421 8,271 Income tax liability 2,420 2,420 — Deferred tax liability 8,649 8,649 — Debt 19,937 (2,275) 22,212 Noncontrolling interest 29,278 11,889 17,389 Total liabilities assumed and noncontrolling interest 70,555 22,104 48,451 Net assets acquired $ 125,613 $ (5,847) $ 131,460 In connection with the closing of the Business Combinations on June 9, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net decrease in net assets acquired and goodwill of $5.8 million during the three months ended June 30, 2021. During the three months ended June 30, 2021, Glocal recorded a deferred tax liability in the amount of $9.9 million relating to identifiable intangible and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. During the three months ended September 30, 2021, Glocal recorded a reserve against its accounts receivable in the amount of $2.0 million and a liability related to redeemable preferred shares as of the acquisition date in the amount of $11.9 million with offsetting increases in goodwill. During the three months ended December 31, 2021, Glocal recorded reserves against accounts receivable and other assets in the amount of $5.1 million and additions to accrued expenses for unrecorded liabilities in the amount of $1.2 million with an offsetting increase to goodwill. During the three months ended December 31, 2021, Glocal recorded debt forgiveness in the amount of $2.3 million, with an offsetting decrease to goodwill, as well as a deferred tax liability in the amount of $2.6 million relating to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. During the three months ended March 31, 2022, Glocal recorded a reduction in the fair value of property, equipment, and work in progress in the amount of $14.0 million, an increase in the value of intangible assets in the amount of $7.3 million, and an increase in accrued expenses related to unrecorded liabilities in the amount of $0.2 million, with offsetting increases to goodwill, as well as a reduction to the deferred tax liability in the amount of $2.6 million related to these adjustments, with an offsetting decrease 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 $ 45,289 7 Total fair value of identifiable intangible assets $ 45,289 As discussed in Note 1, Organization and Business , we deconsolidated Glocal during the three months ended September 30, 2022; therefore, the financial results of Glocal as of December 31, 2021, the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022 are included in our consolidated financial statements, and the financial results of Glocal as of December 31, 2022 and for the three and six months then ended are not included in our consolidated financial statements. Acquisition of Innovations Group O n April 27, 2021, UpHealth Holdings completed the 100% acquisition of Innovations Group in exchange for a promissory note for future cash consideration, as defined in the merger agreement, and common stock interests in UpHealth Holdings totaling $169.8 million , net of cash acquired of $0.3 million. The acquisition brings additional medical synergies to our consolidated digital healthcare offerings. We identified developed technology and intellectual property, customer relationships, trade names, and a lease as definite-lived intangible assets. Developed technology and intellectual property consists of Innovations Group's eMedplus software, which is a full-service prescription management system licensed by the U.S. Drug Enforcement Agency and industry groups. Customer relationships consist of Innovations Group's relationships with physician groups, who make up a significant portion of its revenue and continue to use the platform as a prescription management and delivery service without high levels of attrition. Trade names consist of the MedQuest brand, which customers identify as the supplier of the product they use, and which is licensed by the government and industry groups. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Innovations Group. The goodwill is not deductible for tax purposes. The following table sets forth the allocation of the purchase price to Innovation’s identifiable tangible and intangible assets acquired and liabilities assumed. The allocation of value in this table is complete, as the measurement period ended as of April 27, 2022. (In thousands) As of April 27, 2022 Measurement Period Adjustments As of April 27, 2021 Accounts receivable $ 47 $ — $ 47 Inventories 2,693 — 2,693 Prepaid expenses and other 530 — 530 Identifiable intangible assets 29,115 790 28,325 Property and equipment 3,642 (4,295) 7,937 Other assets — (22) 22 Goodwill 143,654 (76) 143,730 Total assets acquired 179,681 (3,603) 183,284 Accounts payable 472 — 472 Accrued expenses and other current liabilities 772 (8) 780 Deferred revenue 302 — 302 Deferred tax liability 8,017 180 7,837 Debt — (4,069) 4,069 Noncontrolling interests — — — Total liabilities assumed and noncontrolling interest 9,563 (3,897) 13,460 Net assets acquired $ 170,118 $ 294 $ 169,824 During the three months ended September 30, 2021, Innovations Group recorded noncontrolling interests related to a VIE as of the acquisition date in the amount of $0.5 million, with an offsetting increase in goodwill. During the three months ended December 31, 2021, Innovations Group determined that the VIE should not be consolidated since it no longer had a variable interest in the VIE, and recorded a $4.3 million decrease to property and equipment, a $22 thousand decrease to other assets, a $8 thousand decrease to accrued expenses and other current liabilities and a $4.1 million decrease to debt, with no change to goodwill. In addition, during the three months ended December 31, 2021, Innovations Group recorded a lease intangible of $0.8 million, with an offsetting decrease in goodwill, as well as a $0.2 million increase in deferred tax liability related to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. The acquired intangible assets from Innovations Group and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 10,925 10 Definite-lived intangible assets—Technology and intellectual property 8,075 5-7 Definite-lived intangible assets—Customer relationships 9,325 10 Definite-lived intangible assets—Lease 790 4.8 Total fair value of identifiable intangible assets $ 29,115 Acquisition of Cloudbreak O n June 9, 2021, UpHealth (fka GigCapital2) completed the Cloudbreak Business Combination in an exchange of cash, notes, and common stock interests in UpHealth t otaling $142.0 million, net of cash acquired of $0.9 million . The acquisition brings additional software and support synergies to our virtual care infrastructure offerings. We identified developed technology and intellectual property, customer relationships, and trade names as definite-lived intangible assets. Developed technology and intellectual property primarily consists of Martti™, Cloudbreak’s core telehealth offering, which is a remote video enabled interpretation software that puts certified medical interpreters alongside clinical care teams at video endpoints in provider networks nationwide. Customer relationships consist of Cloudbreak's core customers, which are comprised of hospitals and health systems, Federally Qualified Healthcare Clinics, urgent care centers, standalone medical practices, and schools nationwide. Trade names consist of the Martti™ trademark. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after our acquisition of Cloudbreak. The goodwill is partially deductible for tax purposes. The following table sets forth the allocation of the purchase price to Cloudbreak's identifiable tangible and intangible assets acquired and liabilities assumed. The allocation of value in this table is complete, as the measurement period ended as of June 9, 2022. (In thousands) As of June 9, 2022 Measurement Period Adjustments As of June 9, 2021 Accounts receivable $ 5,551 $ 741 $ 4,810 Prepaid expenses and other 921 — 921 Identifiable intangible assets 32,475 — 32,475 Property and equipment 7,065 183 6,882 Other assets 631 (411) 1,042 Goodwill 107,219 (3,749) 110,968 Total assets acquired 153,862 (3,236) 157,098 Accounts payable 2,518 — 2,518 Accrued expenses and other current liabilities 1,267 362 905 Deferred revenue 15 — 15 Deferred tax liability 3,912 (3,994) 7,906 Other long-term liabilities 382 382 — Debt 3,752 — 3,752 Total liabilities assumed 11,846 (3,250) 15,096 Net assets acquired $ 142,016 $ 14 $ 142,002 During the three months ended September 30, 2021, the purchase consideration was adjusted in accordance with the merger agreements, resulting in a net increase in net assets acquired and goodwill of $14 thousand. During the three months ended September 30, 2021, Cloudbreak recorded a lease liability related to its operating leases as of the acquisition date in the amount of $0.4 million, with an offsetting increase in goodwill. During the three months ended December 31, 2021, Cloudbreak recorded a $0.7 million increase to accounts receivable, net of reserve, with an offsetting decrease in goodwill; a $0.2 million increase to property and equipment and a $0.4 million decrease in other assets, with an offsetting increase in goodwill, related to capital lease security deposits; a $0.4 million increase to accrued expenses and other current liabilities, with an offsetting increase to goodwill, related to a payroll accrual and a payable to a customer; and a $3.9 million decrease in deferred tax liability related to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting increase in goodwill. During the three months ended June 30, 2022, Cloudbreak recorded a $0.1 million decrease in deferred tax liability related to income tax liabilities and other assets acquired in connection with the acquisition, with an offsetting decrease in goodwill. The acquired intangible assets from Cloudbreak and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 12,975 10 Definite-lived intangible assets—Technology and intellectual property 5,825 5 Definite-lived intangible assets—Customer relationships 13,675 10 Total fair value of identifiable intangible assets $ 32,475 Acquisition of UpHealth Holdings On June 9, 2021, GigCapital2 completed the UpHealth Business Combination as disclosed above, in an exchange of cash, notes, and common stock interests in UpHealth for all the shares of UpHealth Holdings' capital stock issued and outstanding immediately prior to the effective date of the acquisition. The acquisition was accounted for as a reverse recapitalization, which is the equivalent of UpHealth Holdings issuing stock for the net assets of GigCapital2, accompanied by a recapitalization, with UpHealth Holdings treated as the accounting acquiror. The determination of UpHealth Holdings as the accounting acquiror was primarily based on the fact that subsequent to the acquisition, UpHealth Holdings owns a majority of the voting power of the combined company, UpHealth Holdings comprises 75% of the ongoing operations of the combined entity, UpHealth Holdings controls a majority of the governing body of the combined company, and UpHealth Holdings' senior management comprises most of the senior management of the combined company. The net assets of GigCapital2 were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the acquisition are those of UpHealth Holdings. The shares and corresponding capital amounts and loss per share related to UpHealth Holdings' outstanding common stock prior to the acquisition have been retroactively restated to reflect the exchange ratio (1.0 UpHealth Holdings share to 10.28 GigCapital2 shares) established in the business combination agreement. Acquisition, Integration and Transformation Costs For the year ended December 31, 2022 and December 31, 2021, we have incurred $22.2 million and $36.3 million, respectively, of costs related to the acquisition, integration, and transformation of UpHealth Holdings and its subsidiaries (Thrasys, BHS, TTC, Glocal, and Innovations Group), and Cloudbreak, which are included in acquisition, integration, and transformation costs in the consolidated statements of operations. Combined Pro Forma Results for the Year Ended December 31, 2021 The results of operations of UpHealth Holdings and its subsidiaries (BHS, Thrasys, TTC, Glocal, and Innovations Group), 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, 2021, after giving effect to certain purchase accounting adjustments. These purchase accounting adjustments mainly include incremental depreciation expense related to the fair value adjustment of property and equipment, amortization expense related to identifiable intangible assets, and tax expense related to the combined tax provisions. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company: (In thousands) For the year ended December 31, Pro Forma 2021 Revenues $ 148,945 Net income (loss) $ (345,340) Basic earnings per share $ (32.27) Diluted earnings per share $ (32.27)

Assets and Liabilities Held for

Assets and Liabilities Held for Sale	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Assets and Liabilities Held for Sale	Assets and Liabilities Held for SaleOn February 26, 2023, we entered into an agreement to sell Innovations Group, one of our subsidiaries within our Services segment. The transaction is expected to close in the second quarter of 2023. In connection with entering into this agreement, we concluded that the disposal group met the held for sale criteria and classified the assets and liabilities as held for sale as of December 31, 2022. In connection with the held for sale classification, we recorded a total loss of $1.8 million on the remeasurement of the disposal group to its fair value, less cost to sell, which was recorded in goodwill and intangible asset impairment in the consolidated statement of operations. Total assets and liabilities of the disposal group held for sale on the December 31, 2022 consolidated balance sheet consisted of the following: (In thousands) December 31, 2022 Accounts receivable, net $ 78 Inventories 2,058 Prepaid expenses and other current assets 612 Property, plant and equipment, net 4,602 Operating lease right-of-use assets 1,298 Intangible assets, net 23,063 Goodwill 35,353 Less: Impairment (1,791) Total assets held for sale $ 65,273 Accounts payable $ 1,104 Accrued expenses 1,544 Deferred revenue 242 Lease liabilities, current 429 Deferred tax liabilities 6,918 Lease liabilities, noncurrent 869 Total liabilities held for sale $ 11,106

Revenues

Revenues	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenues	Revenues As discussed in Note 1, Organization and Business , we deconsolidated Glocal during the three months ended September 30, 2022; therefore, the revenues of Glocal for the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022, are included in our consolidated statements of operations, and the revenues of Glocal for the period from July 1, 2022 to December 31, 2022 are not included in our consolidated statements of operations. Revenues by service offering consisted of the following : For the year ended December 31, (In thousands) 2022 2021 Services $ 110,953 $ 70,223 Licenses and subscriptions 12,566 25,516 Products 35,284 28,056 Total revenues $ 158,803 $ 123,795 Revenues by geography consisted of the following: For the year ended December 31, (In thousands) 2022 2021 Americas $ 151,899 $ 92,114 Europe — 18,600 Asia 6,904 13,081 Total revenues $ 158,803 $ 123,795 Our revenues are entirely derived from the healthcare industry. Revenue recognized over-time was approximately 74% and 77% of total revenues during the years ended December 31, 2022 and 2021, respectively. Contract Assets There were no impairments of contract assets, consisting of unbilled receivables, during fiscal 2022 and 2021, respectively. The change in contract assets was as follows: (In thousands) December 31, 2022 December 31, 2021 Unbilled receivables, beginning of period $ 784 $ 438 Reclassifications to billed receivables (784) — Revenues recognized in excess of period billings 694 346 Unbilled receivables, end of period $ 694 $ 784 Contract Liabilities The change in contract liabilities, consisting of deferred revenue, was as follows: (In thousands) December 31, 2022 December 31, 2021 Deferred revenue, beginning of period $ 2,649 $ 397 Revenues recognized from balances held at the beginning of the period (2,027) (397) Net revenues deferred from period collections on unfulfilled performance obligations 2,980 2,649 Deconsolidation of equity investment (622) — Reclassified to liabilities held for sale (See Note 4) (242) — Deferred revenue, end of period $ 2,738 $ 2,649 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 1.3% of revenue recognized during the year ended December 31, 2022 was from the deferred revenue balance existing as of December 31, 2021. Approximately 0.3% of the revenue recognized during the year ended December 31, 2021 was from the deferred revenue balance existing as of December 31, 2020. Remaining Performance Obligations The majority of remaining performance obligation is expected to be recognized during the next 12 months and is classified as current in the table below. The remainder will be incurred through 2024. Remaining performance obligations consisted of the following: (In thousands) 2023 2024 Total Subscriptions $ 4,687 $ 1,104 $ 5,791 Program management and professional services 4,003 — 4,003 $ 8,690 $ 1,104 $ 9,794

Supplemental Financial Statemen

Supplemental Financial Statement Information	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Supplemental Financial Statement Information	Supplemental Financial Statement Information As discussed in Note 1, Organization and Business , we deconsolidated Glocal during the three months ended September 30, 2022; therefore, the financial results of Glocal as of December 31, 2021, the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022 are included in our consolidated financial statements, and the financial results of Glocal as of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022 are not included in our consolidated financial statements. Property and equipment consisted of the following: (In thousands) December 31, 2022 December 31, 2021 Land $ — $ 15,459 Buildings — 18,086 Leasehold improvements 868 3,393 Medical and surgical equipment — 2,953 Electrical and other equipment 21 508 Computer equipment, furniture and fixtures 16,222 12,029 Vehicles 302 185 Capitalized software development costs 4,404 3,837 Construction in progress 2,590 4,363 24,407 60,813 Accumulated depreciation and amortization (10,338) (4,741) Total property and equipment, net $ 14,069 $ 56,072 As discussed in Note 4, Assets and Liabilities Held for Sale , $4.6 million of property and equipment are included in assets held for sale, noncurrent, in the consolidated balance sheet as of December 31, 2022. Depreciation expense was $7.8 million and $4.7 million for the years ended December 31, 2022 and 2021, respectively. Accrued expenses consisted of the following: (In thousands) December 31, 2022 December 31, 2021 Accrued professional fees $ 14,245 $ 10,238 Accrued products and licenses 17,820 17,889 Accrued payroll and bonuses 5,163 3,939 Accrued interest on debt 741 1,227 Other accruals 794 2,791 Total accrued expenses $ 38,763 $ 36,084

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets As discussed in Note 1, Organization and Business , we deconsolidated Glocal during the three months ended September 30, 2022; therefore, the financial results of Glocal as of December 31, 2021, the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022 are included in our consolidated financial statements, and the financial results of Glocal as of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022 are not included in our consolidated financial statements. The changes in carrying amounts of intangible assets consisted of the following: (In thousands) Trade Names Technology and Intellectual Property Customer Relationships Lease Total Balance as of December 31, 2020 $ 7,065 $ 10,705 $ 10,012 $ — $ 27,782 Additions 25,025 51,865 23,000 790 100,680 Amortization (2,584) (7,251) (2,400) (116) (12,351) Foreign exchange — (798) — — (798) Balance as of December 31, 2021 29,506 54,521 30,612 674 115,313 Additions — 7,250 — — 7,250 Amortization (3,003) (7,711) (3,146) (167) (14,027) Impairments (5,428) (6,009) (6,191) — (17,628) Deconsolidation of equity investment — (34,449) — — (34,449) Intangible assets, net reclassified to assets held for sale (see Note 4) (9,080) (5,718) (7,758) (507) (23,063) Foreign exchange — (2,034) — — (2,034) Balance as of December 31, 2022 $ 11,995 $ 5,850 $ 13,517 $ — $ 31,362 Impairment charges of $17.6 million were recognized for the year ended December 31, 2022 related to our Thrasys, BHS and TTC business units. No impairment charge was recognized for the year ended December 31, 2021. As discussed in Note 4, Assets and Liabilities Held for Sale, $23.1 million of intangible assets are included in assets held for sale, noncurrent, in the consolidated balance sheets as of December 31, 2022. The estimated useful lives of trade names are 3-10 years, the estimated useful life of technology and intellectual property is 5-7 years, and the estimated useful life of customer relationships is 10 years. Amortization expense was $14.0 million and $12.4 million for the years ended December 31, 2022 and 2021, respectively. The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows: (In thousands) Trade Name Amortization Technology and Intellectual Property Amortization Customer Relationships Amortization Total 2023 $ 983 $ 1,532 $ 1,616 $ 4,131 2024 983 1,532 1,616 4,131 2025 983 1,532 1,616 4,131 2026 983 890 1,616 3,489 2027 983 364 1,616 2,963 Thereafter 7,080 — 5,437 12,517 $ 11,995 $ 5,850 $ 13,517 $ 31,362

Goodwill

Goodwill	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill In the three months ended March 31, 2022, as a result of measurement period adjustments, we increased goodwill in the amount of $5.5 million, which was immediately impaired. As a result of indicators of impairment identified during the three months ended September 30, 2022, we performed a goodwill impairment assessment as of September 30, 2022, which included both qualitative and quantitative assessments. Our assessment included a comparison of the carrying value to an estimated fair value using a market approach based on our market capitalization. Based on this assessment, we concluded the fair value of two segments were below the carrying value primarily due to the recent change in our market valuation and financial performance and recorded a goodwill impairment in the amount of $89.1 million. As discussed in Note 4, Assets and Liabilities Held for Sale, $35.4 million of goodwill is included in assets held for sale, noncurrent, in the consolidated balance sheet as of December 31, 2022. We performed a goodwill impairment assessment as of December 31, 2021, which included both qualitative and quantitative assessments. Our assessment included a comparison of carrying value to an estimated fair value using a market approach based on our market capitalization. Based on this assessment, we concluded the fair value of all three segments was below the carrying value primarily due to the recent change in our market valuation and financial performance and recorded a goodwill impairment in the amount of $297.9 million. The changes in the carrying amount of goodwill consisted of the following: (In thousands) Goodwill Balance as of December 31, 2020 $ 164,194 Measurement period adjustment—Thrasys (4,124) Measurement period adjustment—BHS (663) Business acquisition of TTC 57,574 Measurement period adjustment—TTC 780 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 24,575 Business acquisition of Innovations Group 143,730 Measurement period adjustment—Innovations Group (76) Business acquisition of Cloudbreak 110,968 Measurement period adjustment—Cloudbreak (3,658) Impairment (297,930) Foreign exchange (2,973) Balance as of December 31, 2021 284,268 Measurement period adjustments 5,403 Goodwill reclassified to assets held for sale (see Note 4) (35,353) Impairments (94,643) Balance as of December 31, 2022 $ 159,675

Investments in Unconsolidated E

Investments in Unconsolidated Entities	12 Months Ended
	Dec. 31, 2022
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 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 June 30, 2022. See Note 3, Business Combinations , for further information. As discussed in Note 1, Organization and Business

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt As discussed in Note 1, Organization and Business , we deconsolidated Glocal during the three months ended September 30, 2022; therefore the financial results of Glocal as of December 31, 2021, the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022 are included in our consolidated financial statements, and the financial results of Glocal as of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022 are not included in our consolidated financial statements. Debt consisted of the following: (In thousands) December 31, 2022 December 31, 2021 2025 Notes $ 67,500 $ 160,000 2026 Notes 115,000 — Seller notes — 18,680 Provider Relief and EIDL Funds — 123 Other debt facilities (various maturities and interest rates) — 3,847 Total debt 182,500 182,650 Less: unamortized original issue and debt discount (36,538) (62,140) Total debt, net of unamortized original issue and debt discount 145,962 120,510 Less: current portion of debt — (22,093) Noncurrent portion of debt $ 145,962 $ 98,417 2026 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 “2026 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 in aggregate principal amount 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 were convertible following the reverse split of our shares into approximately 1,502,347 shares of common stock at a conversion price of $106.50 in accordance with the terms of the 2026 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. As of December 31, 2022 and 2021, the fair value of the derivative was $0.1 million and $8.0 million, respectively, all of which was included in derivative liability, noncurrent, in our consolidated balance sheets. Total interest expense for the year ended December 31, 2022 was $3.8 million, of which $1.3 million related to contractual interest expense, $2.2 million related to derivative accretion, and $0.3 million related to debt issuance costs amortization. Total interest expense for the year ended December 31, 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 other income for the years ended December 31, 2022 and 2021 included a $7.5 million and $53.8 million gain on the fair value of the derivative liability, respectively. On August 12, 2022, concurrently and in connection with the offering of our 2025 senior secured convertible notes and indenture (see below), Oppenheimer & Co. Inc. (“ OpCo ”) commenced a private offer to repurchase approximately $45.0 million in aggregate principal amount of our 2026 Notes (the “ 2026 Notes Repurchase ”). In connection with the 2026 Notes Repurchase, OpCo entered into a note purchase agreement with each institutional investor pursuant to which OpCo agreed to purchase 2026 Notes from each investor, concurrently with each investor’s purchase of 2025 Notes in the 2025 Notes Offering (see below). At the closing, each investor had the ability to sell $2.0 million in principal amount of 2026 Notes at 100% of par value for each $3.0 million in principal amount of 2025 Notes purchased in the 2025 Notes Offering. Concurrently and in connection with the closing on August 18, 2022, OpCo purchased from each investor the principal amount of the 2026 Notes set forth in each investor’s note purchase agreement, pursuant to and in accordance with the terms thereof. Total other expense for the year ended December 31, 2022 included a loss on extinguishment of debt of $14.6 million attributed to the unexpended accretion and the write-off of the derivative value on the repurchased 2026 Notes. Following the reverse split of shares, the remaining 2026 Notes are convertible into approximately 1,079,812 shares of common stock at a conversion price of $106.50 in accordance with the terms of the Indenture. 2025 Senior Secured Convertible Notes and Indenture On August 18, 2022, we entered into an indenture (the “2025 Indenture ”) with the Indenture Trustee in its capacity as trustee thereunder, in respect of the $67.5 million in aggregate principal amount of a new series of variable rate convertible senior secured notes due December 15, 2025 (the “ 2025 Notes ”) issued to holders of our 2026 Notes in a private placement transaction (“ 2025 Notes Offering ”), raising approximately $22.5 million in gross cash proceeds, net of debt issuance costs of $2.2 million, after paying for a repurchase of $45.0 million of the 2026 Notes, which net proceeds were used in part to fully repay the Seller Notes (see below). The debt issuance costs consisted of cash paid in the amount of $1.5 million and the issuance of 115,000 shares of common stock, following the reverse stock split, with a value of $0.7 million. The 2025 Notes are convertible following the reverse split of our shares into 3,857,142 shares of UpHealth common stock at a conversion price, subject to the occurrence of certain corporate events, of $17.50 per share. The 2025 Notes are senior secured obligations of UpHealth, secured by substantially all of our assets and those of our domestic subsidiaries, and accrue interest at a rate equal to the daily secured overnight financing rate (“ SOFR ”) plus 9.0% per annum, with a minimum rate of 10.5% per annum, payable quarterly in arrears, for a quarterly rate of 12.21% for our December 15, 2022 interest payment date. The 2025 Notes will mature on December 15, 2025, unless earlier repurchased, redeemed or converted. Holders will have the right to convert their 2025 Notes at any time. Upon the occurrence of certain corporate events, holders of the 2025 Notes can require UpHealth to repurchase for cash all or part of their 2025 Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price that will be equal to 105% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest thereon, if any. In the event that UpHealth sells assets with net proceeds in excess of $15.0 million, then it will make an offer to all holders of the 2025 Notes to repurchase the 2025 Notes for an aggregate amount of cash equal to 20.0% of the net proceeds of such asset sale, at a repurchase price per 2025 Note equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any. UpHealth may not otherwise seek to redeem the 2025 Notes prior to June 16, 2024. UpHealth will settle conversions solely in shares of its common stock, except for payments of cash in lieu of fractional shares. Total interest expense for the year ended December 31, 2022 was $2.3 million of which $2.1 million related to contractual interest expense and $0.2 million related to debt issuance costs amortization. In December 2022, the Indenture Trustee, in its capacity as calculation agent, notified us of the quarterly rate reset of 13.53% for our March 15, 2023 interest payment date. In March 2023, the Indenture Trustee, in its capacity as calculation agent, notified us of the quarterly rate reset of 14.03% for our June 15, 2023 interest payment date. As of December 31, 2022, we were in compliance with all covenants and restrictions associated with our debt agreements. Revolving Line of Credit and Term Loan One of our subsidiaries had a loan and security agreement (the “ Loan Agreement ”) with a bank that allowed for maximum borrowings of $1.8 million on a revolving line of credit and a $10.8 million term loan. On June 9, 2021, in connection with the GigCapital2 merger, we paid off the revolving line of credit and term loan balance of $1.8 million and $9.1 million, respectively, and terminated the Loan Agreement. There were no unamortized debt issuance costs and thus no gain or loss was recognized on extinguishment. Glocal Debt Facilities As discussed in Note 1, Organization and Business , we deconsolidated Glocal during the three months ended September 30, 2022; therefore the financial results of Glocal as of December 31, 2021, the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022 are included in our consolidated financial statements, and the financial results of Glocal as of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022 are not included in our consolidated financial statements. Glocal’s debt facilities include INR-denominated term loans with an aggregate carr ying value of $0.7 million (or INR 54.0 million) as of December 31, 2021. These term loans are primarily utilized for financing the construction of hospitals, administrative offices, equipment, and working capital, and are required to be repaid in monthly and quarterly installments 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% and 16.25% per annum. During the six months ended June 30, 2022, Glocal repaid $0.1 million of the aggregate carrying value of the term loans. As of December 31, 2021 accrued interest on Glocal's debt facilities was $23 thousand and is included in accrued expenses in the consolidated balance sheets. Prior to being acquired, Glocal had been negotiating with its banks to restructure the payment terms of some of the debt facilities above; these negotiations were completed in the fourth quarter of 2021 and Glocal was able to realize a forgiveness of debt of approximately $2.3 million. Convertible Notes On March 23, 2021, we issued a $4.1 million principal amount, 15.0% convertible note (the “ 2021 Note ”) of which $0.5 million was to be converted and repaid in UpHealth common stock and the remainder in cash. The 2021 Note bears interest at a fixed rate of 15.0% per year, to begin accruing on June 15, 2021 if not repaid previous to such date. Total proceeds received from the 2021 Note were $3.0 million, net of original issue discount of $1.0 million. Additional debt issuance costs of $0.1 million for a placement fee were accrued, and paid at the closing. The principal and accrued interest of the 2021 Note was due and payable by us to the holder on the earlier of (1) the date that is one business day after the closing of the Business Combinations and we begin public trading, (2) the maturity date, which is nine months from the issuance of the 2021 Note, or (3) November 23, 2021, pursuant to its payment provisions. On June 9, 2021, in connection with the closing of the Business Combinations , we paid the holder of the 2021 Note the sum of $3.6 million and the remaining $0.5 million balance due to the holder was converted and exchanged into 50,000 shares of UpHealth common stock. Original issue discount and debt issuance costs of $0.5 million were written-off and a $31 thousand gain on extinguishment of debt was recognized and included in other income, net, including interest income, in the condensed consolidated statements of operations. On January 6, 2021, we issued a $1.5 million principal amount, 5.0% convertible note due January 6, 2026 (the “ 2026 5% Note ”). The 2026 5% Note is unsecured and bears interest at a fixed rate of 5.0% per year and, unless earlier converted, the principal and accrued interest of the 2026 5% Note will be due and payable by us at any time on or after the maturity date at our election or upon demand by the holder. On June 9, 2021, in connection with the closing of the Business Combinations, the 2026 5% Note was converted into 150,367 shares of UpHealth common stock, representing the total outstanding principal balance and unpaid accrued interest of $1.5 million and $30 thousand, respectively. A $0.1 million gain on extinguishment was recognized and included in other income, net, including interest income, in the consolidated statements of operations. Paycheck Protection Program Loans In April 2020, three of our subsidiaries obtained a U.S. government subsidy of $0.5 million, $1.0 million, and $1.9 million (representing five loan agreements), respectively, under the Paycheck Protection Program (“ PPP ”). The PPP is a U.S. government temporary program created with the intent to provide a subsidy to assist businesses in keeping employees employed during the pandemic. The PPP loan may not need to be repaid if certain requirements are met. Under the Coronavirus Aid, Relief and Economic Security (“ CARES Ac t”), 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. 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. 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. 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. During the three months ended March 31, 2022, one subsidiary had used $0.1 million of the PRF funds and returned the remaining $0.1 million to HHS and the other subsidiary had used all $0.5 million of the PRF funds under the terms and conditions and restrictions for the CARES Act relative to these funds. Related Party Debt One of our subsidiaries has notes payable to related parties totaling $0.2 million and $0.7 million as of December 31, 2022 and 2021, respectively. The notes bear interest at rates of 3.50% per annum. The notes are payable in eight quarterly installments starting from October 1, 2022, or upon a liquidity event, as defined in the note agreement. The accrued interest payable was zero and $39 thousand as of December 31, 2022 and 2021, respectively, and is included in accrued expenses in the consolidated balance sheets. Interest expense was $42 thousand and $28 thousand for the year ended December 31, 2022 and 2021, respectively. Payments of $0.4 million and zero were made during the years ended December 31, 2022 and 2021, respectively. 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. In August 2022, we paid the remaining $18.7 million of seller notes plus accrued interest of $1.9 million. As of December 31, 2022 and 2021, the seller notes totaled zero and $18.7 million, respectively. The accrued interest payable was zero and $0.7 million as of December 31, 2022 and 2021, respectively, and is included in accrued expenses in the consolidated balance sheets. Interest expense was $1.2 million and $1.6 million for the years ended December 31, 2022 and December 31, 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 As of December 31, 2022, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) 2023 $ — 2024 — 2025 67,500 2026 115,000 2027 — Total $ 182,500

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate. As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their carrying values due to the short-term nature of these instruments. Additionally, the fair values of short-term and long-term debt instruments approximate their carrying values. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement. The fair value hierarchy is as follows: Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 - Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data. The following tables present information about our financial assets and liabilities measured at fair value on are recurring basis: December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 1,681 $ — $ — $ 1,681 $ 1,681 $ — $ — $ 1,681 Liabilities: Derivative liability $ — $ — $ 56 $ 56 Warrant liability — 9 — 9 $ — $ 9 $ 56 $ 65 December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 45,006 $ — $ — $ 45,006 $ 45,006 $ — $ — $ 45,006 Liabilities: Derivative liability $ — $ — $ 7,977 $ 7,977 Warrant liability — 252 — 252 $ — $ 252 $ 7,977 $ 8,229 Money Market Funds As of December 31, 2022 and 2021, our cash equivalents consisted of money market funds which were classified as Level 1. We used observable prices in active markets in determining the classification of our money market funds as Level 1. There were no transfers between the hierarchy levels during the year ended December 31, 2022 or 2021. Cash equivalents were as follows: December 31, 2022 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 1,681 $ — $ — $ 1,681 $ 1,681 $ — $ — $ 1,681 December 31, 2021 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 45,006 $ — $ — $ 45,006 $ 45,006 $ — $ — $ 45,006 Derivative Liability In accounting for the 2026 Notes (see Note 10, 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 . As of December 31, 2022 and 2021, the fair value of the deriv ative was $0.1 million and $8.0 million, respectively, all of which were included in derivative liability, non current, in the consolidated balance sheets. Total other income The fair value of the derivative liability is considered a Level 3 valuation and is determined using a Binomial Lattice Option Pricing Model. The significant assumptions used in the model were: December 31, 2022 December 31, 2021 Stock price $1.63 $22.40 Volatility 95.0% 82.5% Risk free rate 4.17% 1.18% Exercise price $106.50 $106.50 Expected life (in years) 3.44 4.44 Conversion periods 2 years-4 years 2-5 years Future share price $0.10-$405.60 $0.10-$340.50 The change in the fair value of the Level 3 derivative liability for the years ended December 31, 2022 and 2021 are as follows: (In thousands) December 31, 2022 December 31, 2021 Fair value, beginning of period $ 7,977 $ — Issuance — 61,823 Settlement (392) Change in fair value (7,529) (53,846) Fair value, end of period $ 56 $ 7,977 The settlement is included in loss on extinguishment of debt in the consolidated statement of operations. Private Placement Warrants and PIPE Warrants We have classified the Private Placement Warrants and PIPE Warrants (see Note 12, 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. As of December 31, 2022, the fair value of the Private Placement Warrants and the PIPE Warrants was determined to be $0.01 per warrant, totaling $6 thousand and $3 thousand, respectively, and are included in warrant liabilities in the consolidated balance sheets. As of December 31, 2021, the fair value of the Private Placement Warrants and the PIPE Warrants was determined to be $0.29 per warrant, totaling $0.2 million and $0.1 million respectively, and are included in warrant liabilities in the consolidated balance sheets. During the year ended December 31, 2022, we recorded a $0.2 million gain due to the fair value changes in the Private Placement Warrants, and a $0.1 million gain due to fair value changes in the PIPE Warrants, both of which are included in gain in the fair value of warrant liabilities in the consolidated statement of operations. During the year ended December 31, 2021, we recorded a $0.3 million gain due to the fair value changes in the Private Placement Warrants, and a $1.3 million gain due to the fair value changes in the PIPE Warrants, both of which are included in gain in fair value of warrant liabilities in the consolidated statement of operations. The fair value of the Private Placement Warrants and PIPE Warrants is considered a Level 2 valuation as we have derived their value by using quoted market prices. The transfer of the Private Placement Warrants and PIPE Warrants to anyone other than the purchasers or their permitted transferees, would result in these Private Placement Warrants and PIPE Warrants having substantially the same terms as the Public Warrants, which are traded in active markets. There were no transfers between fair value levels during the years ended December 31, 2022 or 2021.

Capital Structure

Capital Structure	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Capital Structure	Capital Structure The consolidated statements of stockholders’ equity have been retroactively adjusted for all periods presented to reflect the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022. The consolidated statements of stockholders’ equity have 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. As of December 31, 2022 and 2021 there were no shares of preferred stock outstanding. Common Stock Our Second Amend ed and Restated Certificate of Incorporation authorizes the issuance of 30,000,000 shares of common stock, par value of $0.0001. As of December 31, 2022, there were 15,054,431 shares of common stock issued and outstanding. As of December 31, 2021, there were 14,427,900 shares of common stock issued and outstanding. As discussed in Note 1, Organization and Business , we have retroactively adjusted the shares issued and outstanding prior to December 8, 2022, to give effect to the 10:1 Reverse Stock Split. As discussed in Note 3, Business Combinations , we have retroactively adjusted the shares issued and outstanding prior to June 9, 2021 to give effect to the exchange ratio established in the business combinations agreement to determine the number of shares of common stock into which they were converted. On October 7, 2021, we completed an offering of 2,300,000 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 345,000 additional shares of our common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds we received from this offering was $46.3 million, before underwriting discounts and commissions and estimated offering expenses of $3.3 million. Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance as of December 31, 2022 (recorded on a post-reverse split basis) were as follows: (In thousands) Number of Shares Restricted stock units outstanding 878 Stock options outstanding 138 Shares issuable upon conversion of 2025 Notes 3,857 Shares issuable upon conversion of 2026 Notes 1,080 Shares issuable upon conversion of Public Warrants 1,725 Shares issuable upon conversion of Private Warrants 57 Shares issuable upon conversion of PIPE Warrants 30 Shares available for future grant under 2021 EIP 1,086 8,851 Public Warrants Warrants (the “ Public Warrants ”) issued in connection with GigCapital2 ’s initial public offering are exercisable for $115.00 per share (on a post-reverse split basis), 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 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 $0.10 per Public Warrant (on a post-reverse split basis) 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 $180.00 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 warrant agreement, UpHealth has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the initial business combination, for the registration of the shares of common stock issuable upon exercise of the Public Warrants included in private placement units. As of December 31, 2022, there were 1,811,749 warrants outstanding, including 1,725,000 Public Warrants, 56,750 Private Placement Warrants, and 29,999 PIPE Warrants (on a post-reverse split basis) (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 250,000 shares of GigCapital2 common stock (the “ Founder Shares ”) for an aggregate purchase price of $25,000, or $0.10 per share. In April 2019, GigCapital2 effected a stock dividend of 0.049 shares of common stock for each outstanding share of common stock, resulting in the sponsor and Northland Gig2 Investment LLC holding an aggregate of 373,250 shares of its common stock. Subsequently, the sponsor and Northland Gig2 Investment LLC sold 6,804 shares and 3,196 shares, respectively, to EarlyBirdCapital, Inc. and the EarlyBird Group, collectively, for an aggregate purchase price of $6700, or $0.0670 per share. In June 2019, GigCapital2 effected a stock dividend of 0.0154 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 430,750 shares of its common stock as of December 31, 2022. 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 49,250 units (the “ Private Placement Units ” ) at a price of $100.00 per unit (on a post-reverse split basis) . The founders also purchased from GigCapital2 an aggregate of 7,500 private placement units at a price of $100.00 per unit (on a post-reverse split basis) 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 56,750 Private Placement Units. Among the Private Placement Units, 48,125 units (on a post-reverse split basis) were purchased by GigCapital2's sponsor, 2,990 units (on a post-reverse split basis) were purchased by EarlyBirdCapital, Inc., a GigCapital2 underwriter, and 5,635 units (on a post-reverse split basis) 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 $115.00 per share (on a post-reverse split basis) , and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in terms of the warrant agreement. Northland Gig2 Investment LLC purchased 10,000 private underwriter shares (the “ Private Underwriter Shares ” ), at a purchase price of $100.00 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 2,000 Private Underwriter Shares at a price of $100.00 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. We accounted for the Private Placement Warrants as liabilities at fair value (see Note 11, Fair Value of Financial Instruments ) on the consolidated balance sheets, due to their redemption characteristics, with changes in fair value recognized as a component of other income (expen se) in the consolidated statements of operations. As of December 31, 2022, the fair value of the Private Placement Warrants was $6 thousand, which is included in warrant liabilities in the consolidated balance sheets. During the year ended December 31, 2022, we recorded a $0.2 million gain due to the fair value changes in the Private Placement Warrants, which is included in gain in fair value of warrant liabilities in the consolidated statement of operations. PIPE Subscription Agreements On January 20, 2021, GigCapital2 (now UpHealth, Inc.) entered into subscription agreements, each dated January 20, 2021 and amended June 8, 2021 (the “ PIPE Subscription Agreements ”), with certain institutional investors (collectively the “ PIPE Investors ”), pursuant to which GigCapital2 agreed to issue and sell to the PIPE Investors, in private placements to close immediately prior to the closing of the Business Combinations, an aggregate of 300,000 shares (the “ PIPE Shares ”) at $100.00 per share, plus warrants to purchase up to an additional 29,999 shares of common stock (one warrant for every 10 PIPE Shares purchased) at an exercise price of $115.00 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 11, Fair Value of Financial Instruments ) in the consolidated balance sheets, due to their redemption characteristics, with changes in fair value recognized in gain (loss) on fair value of warrant liabilities in the consolidated statements of operations. As of December 31, 2022, the fair value of the PIPE Warrants was $3 thousand, which is included in warrant liabilities in the consolidated balance sheets. During the year ended December 31, 2022, we recorded a $0.1 million gain due to the fair value changes in the PIPE Warrants, which is included in gain in fair value of warrant liabilities in the consolidated statement of operations. Private Placement On March 9, 2023, we entered into a Securities Purchase Agreement, with a single institutional investor, pursuant to which we agreed to issue and sell (i) 1,650,000 shares of our common stock, par value $0.0001 per share (the “ Shares ”); (ii) warrants that are exercisable six months from the date of issuance and will have a term of five years from the initial exercise date to purchase up to an additional 3,000,000 shares of our common stock (the “ Series A Warrants ”); (iii) warrants that are exercisable six months from the date of issuance and will have a term of two years from the initial exercise date to purchase up to an additional 3,000,000 shares of our common stock (the “ Series B Warrants ” and, collectively with Series A Warrants, the “ Common Stock Purchase Warrants ”); and (iv) pre-funded warrants (the “ Pre-Funded Warrants, ” and together with the Common Stock Purchase Warrants, the “ Private Placement Warrants ”) to purchase an additional 1,350,000 shares of our common stock (all of such shares issuable upon exercise of the Private Placement Warrants), in a private placement (the “ Private Placement ”). On March 13, 2023, we completed the closing of the Private Placement. The purchase price of each Share was $1.50, the exercise price of each Common Stock Purchase Warrant is $2.04, and the exercise price of each Pre-Funded Warrant is $0.0001, and the purchase price of each Pre-Funded Warrant was $1.4999. The aggregate gross proceeds to us from the Private Placement were approximately $4,500,000, before deducting the placement agent fees and other offering expenses. We intend to use the net proceeds from the offering for general corporate purposes, including working capital. 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 170,000 shares of our common stock (on a post-reverse split basis) 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) $103.02 per KAF Share, plus (b) in the event that the Closing Date occurs after September 8, 2021, $0.8460 per KAF Share for each month (prorated for a partial month) following September 8, 2021. On January 7, 2022, we entered into a second amendment to the Purchase Agreement, which deferred the Closing Date to no earlier than April 9, 2022, provided if (a) we issue any new equity securities, whether of existing or new classes, or (b) an event occurs having a material adverse effect on our management operations, KAF will have the right to designate a Closing Date following such issuance or occurrence on three business days' notice to us. The per share price at which KAF has the right to sell the KAF Shares to us is (a) $106.41 per KAF Share, plus (b) in the event that the Closing Date occurs after January 9, 2022, $0.8460 per KAF Share for each month (prorated for a partial month) following January 9, 2022. Notwithstanding anything to the contrary in the Purchase Agreement, KAF is allowed at its election to sell any or all of the KAF Shares in the open market commencing after the closing of the Business Combinations, as long as the sales price is above $101.00 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 recorded the Purchase Agreement as a forward share purchase liability in our consolidated balance sheets for up to the 170,000 shares, at $100.00 per share, of our common stock ((on a post-reverse split basis) that KAF may elect to sell and transfer to us and we will repurchase from KAF, plus imputed interest, totaling $18.1 million as of December 31, 2021. In October 2021, as agreed with KAF, we transferred $18.1 million to an escrow account, which is included in restricted cash in the consolidated balance sheets as of December 31, 2021. In April 2022, in accordance with the Purchase Agreement, KAF transferred the 170,000 shares of our common stock (such amount prior to the reverse split of shares) to us and we transferred to KAF the $18.1 million in cash previously held in escrow and $0.4 million of interest . 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 53,618 RSA shares and 342,732 RSU shares to employees. On June 9, 2021, in connection with the Business Combinations, the RSAs and RSUs were settled with a combination of shares of UpHealth common stock and proceeds from the seller notes. As of December 31, 2022 and 2021, there were no outstanding awards under the Thrasys 2019 Stock Incentive Plan. Cloudbreak 2015 Incentive Plan On June 19, 2015, Cloudbreak created the 2015 Unit Incentive Plan (the “ Cloudbreak Plan ”), which had a maximum aggregate number of 2,200,000 common units. Cloudbreak measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period. Upon completion of the Business Combinations, UpHealth assumed 1,576,670 options with a fair value of $99.0 million, which were included in purchase consideration, and 134,943 unvested options with a fair value of $0.6 million, which are subject to continued vesting and will be recorded as stock-based compensation prospectively; and Cloudbreak ceased granting awards under the Cloudbreak Plan. The following table summarizes stock option activity under the Cloudbreak Plan (recorded on a post-reverse split basis): (In thousands, except per share amounts) Number of Stock Options Weighted Average Exercise Price per Stock Option Outstanding as of June 9, 2021 171 $ 44.51 Options granted — — Options exercised (20) 16.30 Options forfeited or expired — — Outstanding as of December 31, 2021 151 48.15 Options exercised (10) 2.40 Options forfeited or expired (3) 73.80 Outstanding as of December 31, 2022 138 50.76 Vested and expected to vest as of December 31, 2022 138 50.76 Exercisable as of December 31, 2022 135 $ 50.23 As of December 31, 2022, there was $0.1 million of unrecognized stock-based compensation expense related to stock options, expected to be recognized over a weighted-average period of 1.55. 2021 Equity Incentive Plan On June 4, 2021, the GigCapital2 stockholders considered and approved the 2021 Equity Incentive Plan (“ 2021 EIP ”) and reserved 1,642,081 shares (on a post-reverse split basis) 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. On January 1, 2022, the number of shares of common stock reserved for issuance under the 2021 EIP was automatically increased by 721,395 shares (on a post-reverse split basis). 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, under the terms of the merger agreement with Thrasys and upon the filing of a Form S-8 with the SEC on August 12, 2021, we granted 466,027 RSUs (on a post-reverse split basis) to two officers of Thrasys, which fully vested on June 9, 2022. These RSUs had a fair value of $46.6 million, which was included in purchase consideration. In September 2021, we issued 2,862 shares (on a post-reverse split basis) of restricted stock to a consultant. We had 1,086,452 and 560,815 shares available for grant as of December 31, 2022 and 2021, respectively. The following table summarizes our RSU activity under the 2021 EIP (recorded on a post-reverse split basis): Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of June 30, 2021 — $ — RSUs granted 1,078 $ 54.32 RSUs vested and issued (9) $ 19.30 RSUs forfeited — $ — Outstanding as of December 31, 2021 1,069 $ 54.62 RSUs granted 1,206 $ 5.08 RSUs vested and issued (846) $ 62.09 RSUs forfeited (552) $ 9.98 Outstanding as of December 31, 2022 878 $ 7.42 As of December 31, 2022, there was $4.6 million of unrecognized stock-based compensation expense related to RSUs, expected to be recognized over a weighted-average period of 1.86. Stock-based Compensation During the year ended December 31, 2022 and 2021, we recorded stock-based compensation expense totaling $6.5 million and $1.0 million, respectively, all of which was attributed to our general and administrative function.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The sources of loss before income tax benefit are as follows: (In thousands) For the year ended December 31, Current: 2022 2021 Federal $ (346,468) $ (225,970) Foreign 114,149 (116,803) Total $ (232,319) $ (342,773) Income tax benefit consisted of the following: (In thousands) For the year ended December 31, Current: 2022 2021 Federal $ — $ 39 State 159 26 Foreign — — Total current expense 159 65 Deferred: Federal (7,192) (1,520) State (1,435) (167) Foreign (916) (815) Total deferred benefit (9,543) (2,502) Income tax benefit $ (9,384) $ (2,437) Income tax benefit differed from the amount that would be provided by applying the U.S. federal statutory rate due to the following: (In thousands) For the year ended December 31, 2022 For the year ended December 31, 2021 Amount Tax Rate Amount Tax Rate Income (loss) before income tax $ (232,319) $ (342,773) Federal statutory income tax (48,787) 21.00 % (71,982) 21.00 % State income tax, net of federal benefit (9,324) 4.01 % (147) 0.04 % Foreign differential rate (357) 0.15 % (138) 0.04 % Goodwill impairment 18,380 (7.91) % 60,952 (17.79) % Transactions costs 187 (0.08) % 7,523 (2.20) % Permanently disallowed interest expense 2,544 (1.10) % 1,663 -0.48 % Valuation allowance 51,670 (22.24) % — — % Deconsolidation of subsidiary (24,766) 10.66 % — — % Other 1,069 (0.46) % (308) 0.10 % Effective income tax rate $ (9,384) 4.04 % $ (2,437) 0.71 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes are as follows: (In thousands) December 31, 2022 December 31, 2021 Deferred Tax Assets Accrued expenses $ 5,863 $ 4,877 Transactions costs 88 139 Net operating loss carryforwards 10,208 6,859 Stock compensation 2,109 2,220 Allowance of doubtful accounts 4,097 6,317 Disallowed interest expense 789 447 Unrealized (gain) loss from fair market value adjustment on derivatives 14 (13,635) Investment in Glocal 40,432 — Other 865 — Total deferred tax assets $ 64,465 $ 7,224 Deferred Tax Liabilities Property, plant and equipment $ (1,169) $ (9,287) Intangibles (5,156) (28,166) Convertible debt accretion (7,670) 1,980 Other — (32) Total deferred tax liabilities (13,995) (35,505) Less: Valuation allowance (51,670) — Net deferred tax asset (liability) $ (1,200) $ (28,281) We evaluate our deferred tax assets periodically to determine if valuation allowances are required. Ultimately, the realization of deferred tax assets is dependent upon generation of future taxable income during those periods in which temporary differences become deductible and/or tax attributes can be utilized. To this end, we consider the level of historical taxable income, the scheduled reversal of deferred tax liabilities, tax-planning strategies, and projected future taxable income. Based on these above considerations, we believe it is more likely than not that a portion of the benefit from the deferred tax assets will not be realized, and as such has recorded a valuation allowance of $51.7 million against our deferred tax assets as of December 31, 2022. As a result of the deconsolidation of Glocal (see Note 1, Organization and Business , for further information), deferred tax liabilities related to certain intangibles were written off, and we recorded a deferred tax asset related to the book to tax basis difference in the Glocal investment. As of December 31, 2022, the Company had approximately $7.8 million of federal net operating loss (“NOL”) carryforward and $1.4 million of state NOL carryforward. The federal NOL carryforward will carry forward indefinitely. The state NOL carryforward will begin expiring in 2032. A valuation allowance has been recorded against these deferred tax assets. As of December 31, 2022 and 2021, respectively, we had no accumulated unremitted earnings from foreign subsidiaries. The following table summarizes the activity related to our unrecognized tax benefits: For the year ended December 31, 2022 2021 Beginning balance $ 1,703 $ — Changes for prior year tax positions (1,703) 1,703 Ending balance $ — $ 1,703 As of December 31, 2021 we had $1.7 million of total unrecognized tax benefits, all of which was related to the foreign operations of Glocal. As Glocal was deconsolidated from the group as of June 30, 2022, the uncertain tax positions of this entity are no longer considered within the consolidated financial statements, and therefore as of December 31, 2022 there are no material uncertain tax positions recorded. The Internal Revenue Service (“IRS”) audited Thrasys’ 2008 and 2009 tax returns for the proper year of inclusion of approximately $15.0 million long-term capital gain on the sale of certain intellectual property rights. Thrasys originally reported the gain on its 2010 S Corporation tax return, matching the year of inclusion for financial accounting purposes. The corporate level tax was paid to California and Thrasys passed the gain through to its shareholders. The IRS has asserted that Thrasys owes C Corporation tax of approximately $5.0 million for 2008, or in the alternative, Thrasys owes C Corporation tax of approximately $5.0 million for 2009 as a built in gain. In addition, Thrasys could be assessed additional California franchise tax of approximately $1.3 million. Additionally, if additional income taxes are imposed, interest will be charged at approximately 4% per year, compounded annually, resulting in potential interest of approximately $3.0 million. The IRS has not asked that penalties be imposed. The matter is currently pending before the U.S. Tax Court, Docket 11565-15. There are related tax cases for some of the shareholders for additional income taxes due if the gain is shifted to 2009. On December 4, 2018, the IRS filed a motion for summary judgment in Thrasys, Inc. v. Commissioner (T.C. Memo 2018-199); however, Thrasys prevailed, and the motion was denied. In January 2020, Thrasys filed a motion for summary judgment arguing that either the gain was properly reported in 2010 and all taxes have been paid or in the alternative it should have been taxable in 2009 with no built-in gains tax. In both cases, there would be no additional income tax due for 2008 or 2009. The IRS filed an objection to Thrasys’ motion. On March 3, 2021, the U.S. Tax Court, without consideration of the merits of the case, issued a very brief court order dismissing Thrasys’ motion. Had the motion been granted, the need for a trial would have been obviated. Counsel for the IRS has contacted counsel for Thrasys and has offered to join Thrasys in a motion to have the case decided without trial. This and other alternatives are now under consideration. Thrasys intends to vigorously defend its position in the case and believes it will prevail if the case is taken to trial. Thrasys has accrued $0.2 million representing probable additional taxes and interest imposed, in other current liabilities in the consolidated balance sheets. Our tax years remain open to examination from 2008 in the U.S.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (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 earnings (loss) per share assumes the conversion of any convertible securities using the treasury stock method or the if-converted method. For the year ended December 31, (In thousands, except per share data) 2022 2021 Numerator: Net loss attributable to UpHealth, Inc. $ (223,000) $ (341,023) Denominator: Weighted average shares outstanding (1)(2) 14,699 10,703 Net loss per share attributable to UpHealth, Inc.: Basic $ (15.17) $ (31.86) Diluted $ (15.17) $ (31.86) (1) The shares and earnings per share available to our common stockholders, 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. (2) The shares and earnings per share as of December 31, 2022 and before that date differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described in Note 1, Organization and Business ). For the year ended December 31, 2022, the calculation of dilutive earnings per share excluded outstanding warrants to purchase 1.8 million shares of common stock at $115.00 per share; 0.1 million stock options; 0.9 million of RSUs; 2025 Notes convertible into 3.9 million shares of common stock at a conversion price, subject to the occurrence of certain corporate events, of $17.50 per share; 2026 Notes convertible into 1.5 million shares of common stock at $106.50 per share; and 0.2 million shares of treasury stock acquired under the terms of the forward share purchase agreement, because the effect would be anti-dilutive. For the year ended December 31, 2021, the calculation of dilutive earnings per share excluded outstanding warrants to purchase 1.8 million shares of common stock at $115.00 per share; 0.2 million of stock options; 0.5 million of RSUs, 2026 Notes, convertible into 1.5 million shares of common stock at $106.50 per share; and 0.2 million shares of treasury stock acquired under the terms of the forward share purchase agreement, because the effect would be anti-dilutive.

Employee Benefit Plans

Employee Benefit Plans	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans In connection with the acquisitions of Thrasys, BHS, TTC, Glocal, Innovations Group, and Cloudbreak, we had six defined contribution plans, which cover substantially all employees, as of December 31, 2021. During fiscal year 2022, we migrated from six defined contribution plans to one, covering substantially all employees. The plans provide for discretionary matching and profit-sharing contributions. For the years ended December 31, 2022 and 2021, there were $0.4 million and no employer matching contributions to the plans, respectively. In addition, with the acquisition of Glocal, we acquired a defined benefit plan, which entitles an employee, who has rendered at least five years of continuous service, to receive one-half month’s salary for each year of completed service at the time of retirement/exit. As of December 31, 2021, the unfunded status of the defined benefit plan was $6 thousand. For the year ended December 31, 2021, the net periodic pension cost of the defined benefit plan was $0.1 million. As discussed in Note 1, Organization and Business

Related-Party Transactions

Related-Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions One of our subsidiaries had amounts due to the seller of the subsidiary, in a prior transaction unrelated to the merger with UpHealth Holdings, representing contingent consideration, accrued interest, and accrued preferred dividends totaling $4.2 million. The amount was paid in full during the three months ended June 30, 2021. The subsidiary also has a management agreement with a related party (our chief financial officer, who is the former shareholder and chairman of the subsidiary). Management fee expenses incurred were approximately none and $0.2 million for the years ended December 31, 2022 and 2021. There were no unpaid management fees as of December 31, 2022 and 2021. The consulting firm noted in Note 10, Debt , is a related party through an officer of the Company, who is also a significant shareholder and a member of our board of directors. See Note 10, Debt , for related party long-term debt. See Note 19, Commitments and Contingencies , for leases with related parties. We make guaranteed payments to related parties. Guaranteed payments aggregated $4.3 million and $5.3 million for the years ended December 31, 2022 and 2021, respectively. These amounts are presented in cost of revenues in the consolidated statement of operations. We had unpaid guaranteed payments of $0.5 million and $0.3 million as of December 31, 2022 and 2021, respectively, which is included in accrued liabilities on the consolidated balance sheets. Due to and from related parties consisted of the following: (In thousands) December 31, 2022 December 31, 2021 Due from related parties $ 14 $ 40 Due to related parties $ 229 $ 47

Segment Reporting

Segment Reporting	12 Months Ended
	Dec. 31, 2022
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 Cloudbreak and Glocal subsidiaries (1); • Services—through our TTC, BHS, and Innovations Group subsidiaries; and • Corporate—through UpHealth and our UpHealth Holdings subsidiary. (1) As discussed in Note 1, Organization and Business , we deconsolidated Glocal during the three months ended September 30, 2022; therefore, the financial results of Glocal as of December 31, 2021, the period from March 26, 2021 to December 31, 2021, and the period from January 1, 2022 to June 30, 2022 are included in our consolidated financial statements, and the financial results of Glocal as of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022 are not included in our consolidated financial statements. In our Quarterly Report on Form 10-Q for the six-months ended June 30, 2021, we reported our revenues, gross margin and total assets into four operating business segments and one non-operating business segment. As a result of the integration and alignment of the businesses, in the three months ended September 30, 2021, we began operating along three business segments and reported financial information for the following segments: Integrated Care Management, Virtual Care Infrastructure, and Services. The Services segment includes the behavioral health and pharmacy 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 Revenues, Cost of Revenues, Adjusted EBITDA, and Total Assets by service and product, are the primary financial measures: Revenues by segment consisted of the following: For the year ended December 31, In thousands 2022 2021 Integrated Care Management $ 18,010 $ 31,886 Virtual Care Infrastructure 64,997 36,569 Services 75,796 55,340 Total revenues $ 158,803 $ 123,795 Gross margin by segment consisted of the following: For the year ended December 31, In thousands 2022 2021 Integrated Care Management $ 13,687 $ 10,316 Virtual Care Infrastructure 29,882 12,633 Services 26,586 16,865 Total gross margin $ 70,155 $ 39,814 Total assets by segment consisted of the following: In thousands December 31, 2022 December 31, 2021 Integrated Care Management $ 44,776 $ 156,106 Virtual Care Infrastructure 140,776 217,668 Services 124,980 127,114 Corporate 29,272 68,419 Total assets $ 339,804 $ 569,307 Total assets by geography consisted of the following: In thousands December 31, 2022 December 31, 2021 Americas $ 339,804 $ 481,705 Asia — 87,602 Total assets $ 339,804 $ 569,307

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	Leases Adoption of ASC 842 We lease real estate for our offices, customer care centers, and warehouse space as well as certain equipment under operating leases with varying expiration dates through 2028. We also lease certain computer devices and network equipment within our Virtual Care Infrastructure segment under finance leases with varying expiration dates through 2025. In addition to purchasing Martti™ units for use as inventory, we also lease units through an arrangement with third-party lessors to be used as equipment. Leased units are used as part of our promotional program whereby we loan out Martti™ units for trial purposes to various customers. Leases are categorized at their commencement date, which is the date we take possession or control of the underlying asset. Generally, the term of real estate leases ranges from 1 to 7 years at inception of the contract and the term for equipment leases ranges from 1 to 3 years at the inception of the contract. Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term from 1 to 6 years. We elected the package of transitional practical expedients, under which we (1) did not reassess whether any expired or existing contracts are or contain leases, (2) we did not reassess the lease classification for any expired or existing leases and (3) we did not reassess initial direct costs for any existing leases. Additionally, we elected the short-term lease recognition exemption for all leases that qualify, meaning it does not recognize right-of-use assets or lease liabilities for those leases. We also elected the practical expedient to not separate lease and non-lease components for all asset classes. The components of lease expense consisted of the following as of December 31, 2022: December 31, 2022 In thousands Third Party Related Party Total Finance lease costs: Amortization of right-of-use assets $ 3,083 $ — $ 3,083 Interest on lease liabilities 312 — 312 Operating lease costs 3,209 392 3,601 Short-term lease costs 108 356 464 Variable lease costs 354 — 354 Sublease income (643) — (643) Total lease costs $ 6,423 $ 748 $ 7,171 Lease-related assets and liabilities recorded on the consolidated balance sheet are as follows: December 31, 2022 In thousands Third Party Related Party Total Assets Finance lease right-of-use assets (included in property, plant and equipment, net) $ 5,916 $ — $ 5,916 Operating lease right-of-use assets 5,819 1,394 7,213 Total leased assets $ 11,735 $ 1,394 $ 13,129 Liabilities Lease liabilities, current: Finance lease liabilities $ 3,023 $ — $ 3,023 Operating lease liabilities 2,130 322 2,452 Lease liabilities, current 5,153 322 5,475 Lease liabilities, noncurrent: Finance lease liabilities 2,976 — 2,976 Operating lease liabilities 4,672 1,093 5,765 Lease liabilities, noncurrent 7,648 1,093 8,741 Total leased liabilities $ 12,801 $ 1,415 $ 14,216 Accumulated amortization related to the finance lease assets was $3.1 million as of December 31, 2022. The following table summarizes our lease term and discount rate assumptions as of December 31, 2022: December 31, 2022 Third Party Related Party Total Weighted-average remaining lease term (years): Finance leases 2.09 N/A 1.76 Operating leases 3.64 3.92 3.68 Weighted-average discount rate: Finance leases 5.9% N/A 5.6% Operating leases 6.7% 5.3% 6.5% Undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year, as of December 31, 2022, have been reconciled to the total operating and finance lease liabilities recognized on the consolidated balance sheets as of December 31, 2022 as follows: December 31, 2022 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total 2023 $ 3,269 $ — $ 3,269 $ 2,990 $ 386 $ 3,376 2024 2,373 — 2,373 2,385 421 2,806 2025 713 — 713 1,951 427 2,378 2026 — — — 1,029 323 1,352 2027 — — — 457 — 457 Thereafter — — — 382 — 382 Total lease payments 6,355 — 6,355 9,194 1,557 10,751 Less: Interest 356 — 356 1,094 142 1,236 Present value of lease liabilities 5,999 — 5,999 8,100 1,415 9,515 Lease liabilities included in Liabilities Held for Sale (see Note 4) — — — (1,298) — (1,298) Total lease liabilities $ 5,999 $ — $ 5,999 $ 6,802 $ 1,415 $ 8,217 Prior to the adoption of ASC 2016-02, Leases , the following was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Our contractual operating lease commitments and buyout obligations were as follows: Capital lease transactions As of December 31, 2021, capital lease asset and liabilities are as follows: In thousands December 31, 2021 Assets Leased property under capital leases, less accumulated amortization $ 5,013 Liabilities Current: obligations under capital leases $ 2,404 Noncurrent: obligations under capital leases 2,644 $ 5,049 As of December 31, 2021, future minimum lease payments under non-cancelable capital leases are as follows: In thousands December 31, 2021 2022 $ 2,623 2023 1,749 2024 962 Less: Interest (286) $ 5,049 Total rent expense under related party and third-party agreements was approximately $4.3 million for the year ended December 31, 2021. Total sublease income under third-party agreements was approximately $0.3 million for the year ended December 31, 2021.
Leases	Leases Adoption of ASC 842 We lease real estate for our offices, customer care centers, and warehouse space as well as certain equipment under operating leases with varying expiration dates through 2028. We also lease certain computer devices and network equipment within our Virtual Care Infrastructure segment under finance leases with varying expiration dates through 2025. In addition to purchasing Martti™ units for use as inventory, we also lease units through an arrangement with third-party lessors to be used as equipment. Leased units are used as part of our promotional program whereby we loan out Martti™ units for trial purposes to various customers. Leases are categorized at their commencement date, which is the date we take possession or control of the underlying asset. Generally, the term of real estate leases ranges from 1 to 7 years at inception of the contract and the term for equipment leases ranges from 1 to 3 years at the inception of the contract. Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term from 1 to 6 years. We elected the package of transitional practical expedients, under which we (1) did not reassess whether any expired or existing contracts are or contain leases, (2) we did not reassess the lease classification for any expired or existing leases and (3) we did not reassess initial direct costs for any existing leases. Additionally, we elected the short-term lease recognition exemption for all leases that qualify, meaning it does not recognize right-of-use assets or lease liabilities for those leases. We also elected the practical expedient to not separate lease and non-lease components for all asset classes. The components of lease expense consisted of the following as of December 31, 2022: December 31, 2022 In thousands Third Party Related Party Total Finance lease costs: Amortization of right-of-use assets $ 3,083 $ — $ 3,083 Interest on lease liabilities 312 — 312 Operating lease costs 3,209 392 3,601 Short-term lease costs 108 356 464 Variable lease costs 354 — 354 Sublease income (643) — (643) Total lease costs $ 6,423 $ 748 $ 7,171 Lease-related assets and liabilities recorded on the consolidated balance sheet are as follows: December 31, 2022 In thousands Third Party Related Party Total Assets Finance lease right-of-use assets (included in property, plant and equipment, net) $ 5,916 $ — $ 5,916 Operating lease right-of-use assets 5,819 1,394 7,213 Total leased assets $ 11,735 $ 1,394 $ 13,129 Liabilities Lease liabilities, current: Finance lease liabilities $ 3,023 $ — $ 3,023 Operating lease liabilities 2,130 322 2,452 Lease liabilities, current 5,153 322 5,475 Lease liabilities, noncurrent: Finance lease liabilities 2,976 — 2,976 Operating lease liabilities 4,672 1,093 5,765 Lease liabilities, noncurrent 7,648 1,093 8,741 Total leased liabilities $ 12,801 $ 1,415 $ 14,216 Accumulated amortization related to the finance lease assets was $3.1 million as of December 31, 2022. The following table summarizes our lease term and discount rate assumptions as of December 31, 2022: December 31, 2022 Third Party Related Party Total Weighted-average remaining lease term (years): Finance leases 2.09 N/A 1.76 Operating leases 3.64 3.92 3.68 Weighted-average discount rate: Finance leases 5.9% N/A 5.6% Operating leases 6.7% 5.3% 6.5% Undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year, as of December 31, 2022, have been reconciled to the total operating and finance lease liabilities recognized on the consolidated balance sheets as of December 31, 2022 as follows: December 31, 2022 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total 2023 $ 3,269 $ — $ 3,269 $ 2,990 $ 386 $ 3,376 2024 2,373 — 2,373 2,385 421 2,806 2025 713 — 713 1,951 427 2,378 2026 — — — 1,029 323 1,352 2027 — — — 457 — 457 Thereafter — — — 382 — 382 Total lease payments 6,355 — 6,355 9,194 1,557 10,751 Less: Interest 356 — 356 1,094 142 1,236 Present value of lease liabilities 5,999 — 5,999 8,100 1,415 9,515 Lease liabilities included in Liabilities Held for Sale (see Note 4) — — — (1,298) — (1,298) Total lease liabilities $ 5,999 $ — $ 5,999 $ 6,802 $ 1,415 $ 8,217 Prior to the adoption of ASC 2016-02, Leases , the following was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Our contractual operating lease commitments and buyout obligations were as follows: Capital lease transactions As of December 31, 2021, capital lease asset and liabilities are as follows: In thousands December 31, 2021 Assets Leased property under capital leases, less accumulated amortization $ 5,013 Liabilities Current: obligations under capital leases $ 2,404 Noncurrent: obligations under capital leases 2,644 $ 5,049 As of December 31, 2021, future minimum lease payments under non-cancelable capital leases are as follows: In thousands December 31, 2021 2022 $ 2,623 2023 1,749 2024 962 Less: Interest (286) $ 5,049 Total rent expense under related party and third-party agreements was approximately $4.3 million for the year ended December 31, 2021. Total sublease income under third-party agreements was approximately $0.3 million for the year ended December 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments Operating leases See Note 18, Leases , for commitments related to our operating leases. 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 13, 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 . Except as set forth below, in the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on our consolidated results of operations, financial position or cash flows. Advisory Services Agreement Dispute We are in a services agreement dispute with a third-party advisory firm for fees due under the services agreement. The advisory firm claims $31.0 million, plus interest, is owed in fees. Based on consultation with legal counsel, we previously proposed a settlement in the amount of $8.0 million, which has been accrued for as of December 31, 2022, and is included in accrued expenses in the consolidated balance sheets. The amount of the ultimate loss may range from $8.0 million to $26.3 million. Indemnification

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Management has determined that no material events or transactions have occurred subsequent to the consolidated balance sheet date, other than those events noted below, that require disclosure in the consolidated financial statements. Sale of Innovations Group On February 26, 2023, we agreed to sell 100% of the outstanding capital stock of our wholly owned subsidiary, Innovations Group, to Belmar MidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Belmar Holdings, Inc., a Delaware corporation, a portfolio company of Webster Capital IV, L.P., a Delaware limited partnership, pursuant to a Stock Purchase Agreement, dated February 26, 2023. The transactions are expected to close in the second quarter of 2023, subject to the completion of required regulatory filings. PIPE Offering On March 9, 2023, we entered into a Securities Purchase Agreement, with a single institutional investor, pursuant to which we agreed to issue and sell (i) 1,650,000 shares of our common stock, par value $0.0001 per share; (ii) warrants that are exercisable six months from the date of issuance and will have a term of five years from the initial exercise date to purchase up to an additional 3,000,000 shares of our common stock (the “Series A Warrants”); (iii) warrants that are exercisable six months from the date of issuance and will have a term of two years from the initial exercise date to purchase up to an additional 3,000,000 shares of our common stock (the “Series B Warrants” and, collectively with Series A Warrants, the “Common Stock Purchase Warrants”); and (iv) pre-funded warrants (the “Pre-Funded Warrants,” and together with the Common Stock Purchase Warrants, the “Warrants” to purchase an additional 1,350,000 shares of our common stock (all of such shares issuable upon exercise of the Warrants, the “Warrant Shares”), in a private placement (the “Private Placement”).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and ConsolidationThe accompanying consolidated financial statements of UpHealth have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial information and the instructions to Form 10-K and Rule 10-01 of Regulation S-X. Our consolidated financial statements include the accounts of UpHealth, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Principles of Consolidation	We follow the 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 VIEs. We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met.
Fiscal Year	Fiscal Year Our fiscal year ends on December 31. References to fiscal year 2022 and fiscal year 2021 refer to our fiscal years ended December 31, 2022 and December 31, 2021, respectively.
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • The identification and reporting of 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; • The valuation of equity investments, including our determination of the fair value of Glocal; • The valuation of assets acquired and liabilities assumed for business combinations, including intangible assets and goodwill; • The estimated economic lives and recoverability of intangible assets; • The valuations prepared in connection with the review of goodwill, intangible assets, and other long-lived assets for impairment: • The timing and amount of revenues to be recognized, including standalone selling price (“ SSP ”) of performance obligations for revenue contracts with multiple performance obligations; • The identification of and provision for uncollectible accounts receivable; • The capitalization and useful life of internal-use software development costs; • The valuation of derivatives and warrants; and • The recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions. Actual results could differ materially from those estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities.
Foreign Currency Translation Adjustments and Transactions	Foreign Currency Translation Adjustments Balance sheet assets and liabilities of subsidiaries which do not use the U.S. dollar as their functional currency are translated at the exchange rate at the end of the reporting period. Statement of operations 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 stockholders’ equity was recorded, except for the change in accumulated deficit during the reporting period, which is translated using the same weighted-average exchange rate used to translate the consolidated statements of operations. The net cumulative translation adjustment is reported in accumulated other comprehensive loss, net of tax, in the consolidated balance sheets. Foreign Currency Transactions Foreign exchange transactions are recorded at the exchange rate prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at foreign exchange rates in effect at the end of the reporting period. Exchange differences arising on settlements/period-end translations are recognized in the consolidated statements of operations in the period they arise.
Fair Value Measurements	Fair Value Measurements Fair value is measured in accordance with ASC guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value, and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. We measure fair value for financial instruments on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist.
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less when purchased 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 As of December 31, 2022, we had no restricted cash. As of December 31, 2021, we had restricted cash totaling $18.6 million, consisting of which $18.1 million represented funds held in an escrow account, as agreed in our forward share purchase agreement (see Note 12, Capital Structure
Receivables and Concentration	Receivables and Concentration 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. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $15.6 million and $18.9 million, respectively. For subscription-based medical language interpretation services provided by and the sales of products through our virtual care infrastructure operations, accounts receivable are carried at original invoice, net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by evaluating individual customer receivables on a monthly basis and considering a customer’s financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. As of December 31, 2022 and December 31, 2021, the allowance for doubtful accounts was $0.6 million and $0.1 million, respectively. For medical services provided through our services operations, accounts receivable are recorded without collateral from patients, most of whom are local residents and are insured under third-party payor agreements. Accounts receivable are based on gross charges, reduced by explicit price concessions provided to third-party payors and implicit price concessions provided primarily to self-pay patients. Estimates for explicit price concessions are based on provider contracts and historical experience adjusted for economic conditions and other trends affecting our ability to collect outstanding amounts. For accounts receivable associated with self-pay patients, we record implicit price concessions in the period of service on the basis of our past
Inventories	Inventories Inventories primarily consist of stock of medicines and pharmaceutical products finished goods, and are stated at the lower of cost or net realizable value. Cost comprises purchase price and all incidental expenses incurred in bringing the inventory to its present location and condition. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, with a normal margin to sell. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Once the cost of the inventory is reduced, a new lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis
Equity Investment	Equity Investment As of December 31, 2020, and for the period January 1, 2021 through March 26, 2021, we held an interest in the privately-held equity securities of Glocal in which we did not have a controlling interest, but were able to exercise significant influence. Based on the terms of these privately-held securities, we determined that we exercised significant influence on Glocal, applied the equity method of accounting for our investment in Glocal, and presented our investment in Glocal in equity method investments in the consolidated balance sheets. Any and all gains and losses on privately-held equity securities, realized and unrealized, were recorded in other income (expense) in the condensed consolidated statements of operations. Income recognized in our equity method investments was reduced by the expected amortization from intangible assets recognized through the fair value step-up, until we acquired a controlling financial interest and consolidated Glocal. As discussed in Deconsolidation of Equity Investment in Note 1, Organization and Business , as of December 31, 2022, and for the July 1, 2022 to December 31, 2022 period, we held an interest in the privately-held equity securities of Glocal in which we did not have a controlling interest and were unable to exercise significant influence. Based on the terms of these privately-held securities, we concluded the investment should be accounted for utilizing the ASC 321 measurement alternative, whereby the investment was measured at cost and will continue to be evaluated for any indicators of impairment. Valuations of privately-held securities in which we do not have a controlling financial interest are inherently complex due to the lack of readily available market data and requires the use of judgment. The carrying value is not adjusted for our privately-held equity securities if there are no observable price changes in a similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment. Our impairment analysis encompasses an assessment of both qualitative and quantitative factors, including the investee’s financial metrics, market acceptance of the investee’s product or technology, and the rate at which the investee is using its cash. If the investment is considered impaired, we recognize an impairment in the consolidated statements of operations and establish a new carrying value for the investment.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range as follows: Land Indefinite Buildings 60 years Medical and surgical equipment 13 years Electrical and other equipment 5-7 years Computer equipment, furniture and fixtures 3-7 years Vehicles 5-7 years Capitalized software development costs 3 years Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated economic life of the asset. When assets are retired or disposed of, the asset costs and related accumulated depreciation or amortization are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the economic lives of assets, are capitalized.
Capitalized Software Development Costs	Capitalized Software Development Costs We capitalize our ongoing costs of developing 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. Impairment charges of $17.6 million were recognized during fiscal 2022 related to our Thrasys, BHS and TTC business units.
Long-Lived Assets	Long-Lived AssetsWe evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment charge
Goodwill	Goodwill Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis as of the first day of our fourth quarter, or sooner if events indicate such a review is necessary through a triggering event. An impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than its respective carrying value. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Future changes in the estimates used to conduct the impairment review, including revenue projections, market values, and changes in the discount rate used, could cause the analysis to indicate that our goodwill is impaired in subsequent periods and result in a write-down of a portion or all of goodwill. The discount rate used is based on independently calculated risks, our capital mix, and an estimated market premium. A $94.6 million impairment charge was recognized in fiscal 2022, which included an increase to goodwill in the amount of $5.5 million, which was immediately impaired, as a result of measurement period adjustments in the three months ended March 31, 2022, as well as an impairment charge of $89.1 million in the three months ended September 30, 2022 resulting from indicators of impairment identified in our goodwill impairment assessment performed as of September 30, 2022 (see Note 8, Goodwill , for further information). We also recorded a $1.8 million charge on the remeasurement of the disposal group held for sale in the three months ended December 31, 2022 in connection with the pending sale of Innovations Group. A $297.9 million impairment charge was recognized in fiscal 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, including: • The timing of the receipt of the additional information that management could have used in its evaluation on or after the acquisition date, and • Whether management can identify a reason that a change to the provisional amounts is warranted and not driven by a discrete independent event occurring subsequent to the acquisition.
Held for Sale	Held for Sale Assets and liabilities to be disposed of by sale (“disposal groups”) are reclassified into assets and liabilities held for sale on our consolidated balance sheets. The reclassification occurs when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group.
Debt Issuance Costs and Original Issue Discounts	Debt Issuance Costs and Original Issue Discounts The third-party cost of issuing debt results in the recognition of debt issuance costs (“ DIC ”), which are capitalized and presented as a net reduction to the face amount of the debt. DIC is amortized using the effective interest rate method over the expected life of the debt. The reduction in gross proceeds from a debt facility by a lender or lenders results in an original issue discount (“ OID ”), which is amortized using the effective interest rate method over the expected life of the debt. The amortization of OID for the reporting period results in the recognition of additional interest expense.
Warrant Liabilities	Warrant Liabilities We account for the Private Placement Warrants and PIPE Warrants (as described in Note 12, Capital Structure ) that are not indexed to our own stock as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the consolidated statements of operations. We will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Forward Share Purchase Agreement	For ward Share Purchase Agreement On June 3, 2021, we entered into a third-party put option arrangement with Kepos Alpha Fund L.P. (“ KAF ”), a Cayman Islands limited partnership, whereby we assumed the obligation to repurchase our common stock at a future date by transferring cash to KAF under certain conditions. Due to its mandatorily redeemable for cash feature, we recorded such obligation as a forward share purchase liability, and the $18.1 million of cash held in escrow as restricted cash, in our consolidated balance sheets as of December 31, 2021. In April 2022, in accordance with the Purchase Agreement, KAF transferred the 170,000 shares of our common stock (recorded on a post-reverse split basis) to us and we transferred to KAF the $18.1 million in cash previously held in escrow and $0.4 million of interest. As of December 31, 2022, the 170,000 shares of common stock are recorded as treasury stock in our consolidated balance sheets.
Stock Based Compensation	Stock Based Compensation Our stock-based compensation primarily consists of stock options and restricted stock units (“ RSUs
Revenue Recognition	Revenue Recognition We recognize revenue in accordance with ASC guidance on revenue from contracts with customers. Revenue is reported at the amount that reflects the consideration to which we expect to be entitled in exchange for providing goods and services. Contract Assets, Contract Liabilities, and Remaining Performance Obligations We record a contract asset when revenue recognized on a contract exceeds the billings. Subscriptions and SaaS internet hosting are generally invoiced monthly, quarterly, or in installments. Services are generally invoiced upon providing services as the performance obligations are deemed complete. Contract assets are included in accounts receivable in the consolidated balance sheets. We record deferred revenue when billed amounts have been invoiced and received in advance of revenue recognition. It is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the remaining contract value of multi-year, non-cancelable subscription agreements. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and new business linearity within the period. The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unbilled receivables and deferred revenue that will be recognized as revenue in future periods. The transaction price allocated to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, average contract terms, and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes, and other market factors. We exclude amounts related to performance obligations that are billed and recognized as they are delivered. This primarily consists of professional services contracts that are on a time-and-materials basis. Services Revenues We derive our services revenues primarily through the provision of professional services through our Integrated Care Management segment; the provision of medical and behavioral health services by accredited medical professionals through our Services segment, and through Glocal in our Virtual Care Infrastructure segment through June 30, 2022; and the provision of subscription-based medical language interpretation services through our Virtual Care Infrastructure segment, as follows: • 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 revenues and configuration fees are recognized as the services are completed. • 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 revenues and cash flows are affected by payors having different reimbursement and payment methodologies, length of the patient’s service, and method of reimbursement. Estimates of net realizable value are subject to significant judgment and approximation by management. It is possible that actual results could differ from the historical estimates management has used to help determine the net realizable value of revenue. If actual collections either exceed or are less than the net realizable value estimates, we record a revenue adjustment, either positive or negative, for the difference between the estimate of the receivable and the amount actually collected in the reporting period in which the collection occurred. No significant adjustments were recorded in the years ended December 31, 2022 and 2021. • Subscription-based medical language interpretation services Service fees of subscription-based fixed monthly minute medical language interpretation services are recognized monthly on a straight-line basis over the term of the contract due to the stand-ready nature of the services provided. Variable consideration received for medical language interpretation services, information technology services, and for the lease of Martti™ devices, our language access solution, is based on a fixed per item charge applied to a variable quantity. Variable consideration for these services is recognized over time in accordance with the “right to invoice” practical expedient and therefore is not subject to revenue constraint evaluation. Revenues related to the sale of Martti™ devices are recognized at a point in time upon delivery of the devices to the customer. We may enter into multiple component services arrangements that bundle the pricing for the lease of Martti™ devices with information technology services, but the lease may not always accompany Martti™ services. When an equipment lease is bundled with services, allocation of the transaction price consideration between the lease and nonlease components of the lease is required. We have determined that the consideration allocated to the lease components in its bundled multiple component services arrangements is not material to the consolidated financial statements. Licenses and Subscriptions Revenues Software license revenues are recognized by SyntraNet TM based on whether or not the license constitutes a distinct performance obligation. If the license is a distinct performance obligation, separate from a distinct performance obligation for hosting services, it may be fully recognized on the date license rights are granted to the customer and access is granted; otherwise, it is an indistinct performance obligation, which is recognized ratably over the contract term, along with other hosting services beginning on the commencement date of each contract, which is the date license rights are granted to the customer. Subscription revenues from SaaS hosting access and support and maintenance provided by SyntraNet TM are recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our service is made available to the customer. Our subscription service arrangements are noncancellable and do not contain refund-type provisions. Product Revenues We derive product revenues from sales of products through digital pharmacy operations in our Services segment and, through June 30, 2022, and through the construction of clinics and sales of digital dispensaries by Glocal, in our Virtual Care Infrastructure segment through June 30, 2022. Our pharmacy sales are primarily a function of the price per unit for pharmaceutical products sold and the number of prescriptions provided to customers. We recognize revenue at the time the client effectively takes possession and control of the product. Revenue for both is typically recognized over time based on the percentage of costs incurred to date relative to the estimated total costs for the contract, as this method best depicts how control of the product is being transferred. Contracts with Multiple Performance Obligations and Transaction Prices From time to time, we may enter into contracts that contain multiple performance obligations, particularly with our SaaS internet hosting, licenses, subscriptions, and services. Additionally, we may enter into contracts that contain multiple performance obligations with our clinics and digital dispensaries, including maintenance and telehealth services. For these arrangements, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. A significant portion of our contracts with customers have fixed transaction prices. For some contracts, the amount of consideration to which we will be entitled is variable. We include variable consideration in a contract’s transaction price only to the extent that we have a relatively high level of confidence that the amounts will not be subject to significant reversals. In determining amounts of variable consideration to include in a contract’s transaction price, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to significant reversal. Cost of R evenues Cost of services for professional services, medical and behavioral services, and subscription-based medical language interpretation services includes the cost of direct labor, payroll taxes, and direct benefits of those individuals who provide direct services and/or generate billable hours, and an appropriately allocated portion of indirect overhead. Cost of 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 products is the accumulated total of all costs used to create a product, which has been sold to generate revenue. These costs include direct materials (resale products and raw and externally sourced materials for internally manufactured products), direct labor, an appropriately allocated portion of indirect overhead, and ancillary costs, such as freight, delivery, insurance, and non-sales and non-income taxes. Direct labor is the direct provision of activities to manufacture or provide a good or service. Indirect overhead includes allocable costs, such as facilities, information technology, and depreciation and amortization costs. Taxes Collected from Customers and Remitted to Governmental Authorities We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction and collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenues in the consolidated statements of operations.
Research and Development Costs	Research and Development Costs Research and development costs are expensed as incurred and were $7.9 million and $7.6 million for the years ended December 31, 2022 and 2021, respectively.
Advertising, Marketing, and Promotion Expenses	Advertising, Marketing, and Promotion Expenses Advertising, marketing, and promotion costs are expensed as incurred. Advertising expense was $2.9 million and $3.2 million for the years ended December 31, 2022 and 2021, respectively, and are included within sales and marketing expenses in the consolidated statements of operations.
Income Taxes	Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized. We account for income tax uncertainties in accordance with ASC guidance on income taxes, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
Net Earnings (Loss) Per Share	Net Earnings (Loss) Per Share Basic net earnings (loss) per share is computed by dividing the net loss by the weighted average number of shares of our outstanding common stock during the period. Diluted net earnings (loss) per share is computed by giving effect to all potential shares of common stock, including outstanding stock options and convertible notes, to the extent dilutive. Basic and diluted net earnings (loss) per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive due to our net loss in those periods.
Legal and Other Contingencies	Legal and Other Contingencies We are currently involved in various claims and legal proceedings. We review the status of each significant matter and assess our potential financial exposure on a quarterly basis. We accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated (see Note 19, Commitments and Contingencies , for further information).
New Accounting Pronouncements Not Yet Adopted and Recently Adopted Accounting Pronouncements	New Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) . This ASU simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This ASU will be effective for us on January 1, 2024. Early adoption is permitted, but no earlier than the fiscal year beginning on January 1, 2021, including interim periods within that fiscal year. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements. In 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. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which amended certain effective dates. This ASU will be effective for us on January 1, 2023. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements. Recently Adopted Accounting Pronouncements 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. We adopted this guidance effective January 1, 2022, and it did not have a material impact on our consolidated financial statements. In May 2021, the FASB issued 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. We adopted the amended guidance effective January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842),” which created a new topic, ASC 842 “Leases,” (“ASC 842”) which requires companies to recognize on the consolidated balance sheet assets and liabilities for the rights and obligations created by the leases. The FASB has subsequently issued supplemental and clarifying ASUs inclusive of ASU 2020-05, which updated the effective date for “all other” entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted in all cases. We adopted ASC 842 effective January 1, 2022, using the modified retrospective transition method as allowed under ASU 2018-11, which includes the ability to recognize the cumulative effect of the adoption being recorded as an adjustment to accumulated deficit on January 1, 2022. Prior period results will continue to be presented under ASC 840 as it was the accounting standard in effect for such periods. We elected to apply the package of practical expedients that allows entities to forgo reassessing at the transition date: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether unamortized initial direct costs for existing leases meet the definition of initial direct costs under the new guidance. We did not elect the hindsight practical expedient. We also elected to use the practical expedient that allows the combination of lease and non-lease contract components in all of its underlying asset categories. Additionally, we elected the short-term lease recognition exemption for all leases that qualify, meaning we do not recognize right-of-use assets or lease liabilities for those leases. operating lease liabilities
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 revenues, income, and cash flow. Customer relationships are valued using projected operating income, adjusted for estimated future existing customer growth, less estimated future customer attrition, net of charges for net tangible assets, IP charge, trade name charge, and work force. The concluded value is the after-tax discounted free cash flow. Measurement Period We have included a measurement period table for each acquisition, identifying the line item or line items where an adjustment was deemed necessary and have quantified its impact. We finalized the valuations and completed the purchase price allocations for Thrasys, BHS, TTC, and Innovations Group during the three months ended December 31, 2021, finalized the valuation and completed the purchase price allocation for Glocal during the three months ended March 31, 2022, and finalized the valuation and completed the purchase price allocation for Cloudbreak during the three months ended June 30, 2022.
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.

Organization and Business (Tabl

Organization and Business (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Variable Interest Entities	The following table sets forth details of Glocal’s condensed balance sheet, which was deconsolidated effective July 1, 2022: (In thousands) As of July 1, 2022 Cash and cash equivalents $ 8,743 Restricted cash 508 Accounts receivable, net 5,043 Inventories 276 Prepaid expenses and other current assets 816 Property and equipment, net 27,415 Intangible assets 34,449 Other assets 1,814 Total assets 79,064 Accounts payable 2,430 Accrued expenses 1,189 Deferred revenue, current 588 Income taxes payable 2,512 Related-party debt 71 Debt 551 Other liabilities 144 Deferred tax liabilities 6,045 Accumulated other comprehensive loss (7,659) Noncontrolling interests 14,285 Total liabilities and stockholder's equity 20,156 Carrying value of Glocal at deconsolidation 58,908 Fair value of Glocal at deconsolidation 21,200 Loss on deconsolidation of equity investment $ 37,708

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
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 Capitalized software development costs 3 years Property and equipment consisted of the following: (In thousands) December 31, 2022 December 31, 2021 Land $ — $ 15,459 Buildings — 18,086 Leasehold improvements 868 3,393 Medical and surgical equipment — 2,953 Electrical and other equipment 21 508 Computer equipment, furniture and fixtures 16,222 12,029 Vehicles 302 185 Capitalized software development costs 4,404 3,837 Construction in progress 2,590 4,363 24,407 60,813 Accumulated depreciation and amortization (10,338) (4,741) Total property and equipment, net $ 14,069 $ 56,072
Schedule of Error Corrections and Prior Period Adjustments	Certain prior period amounts have been reclassified to conform to the current year presentation as shown below: Nine Months Ended September 30, 2022 Three Months Ended December 31, 2022 Year Ended December 31, 2022 As Reported Reclassifications As Adjusted As Reported As Reported Revenues: Services $ 81,382 $ — $ 81,382 $ 29,571 $ 110,953 Licenses and subscriptions 10,612 — 10,612 1,954 12,566 Products 26,312 — 26,312 8,972 35,284 Total revenues 118,306 — 118,306 40,497 158,803 Cost of revenues: Services 42,647 4,256 46,903 16,051 62,954 License and subscriptions 913 — 913 347 1,260 Products 18,550 — 18,550 5,884 24,434 Total cost of revenues 62,110 4,256 66,366 22,282 88,648 Gross profit 56,196 (4,256) 51,940 18,215 70,155 Operating expenses: Sales and marketing 10,983 639 11,622 4,329 15,951 Research and development 5,600 344 5,944 1,944 7,888 General and administrative 42,213 (5,239) 36,974 11,781 48,755 Depreciation and amortization 13,272 — 13,272 2,868 16,140 Stock-based compensation 4,588 — 4,588 1,876 6,464 Lease abandonment expenses 75 — 75 — 75 Goodwill and intangible asset impairment 112,270 — 112,270 1,791 114,061 Acquisition, integration, and transformation costs 15,182 — 15,182 7,032 22,214 Total operating expenses 204,183 (4,256) 199,927 31,621 231,548 Loss from operations $ (147,987) $ — $ (147,987) $ (13,406) $ (161,393) For The Year Ended December 31, 2021 As Reported Reclassifications As Adjusted Revenues: Services $ 70,223 $ — $ 70,223 Licenses and subscriptions 25,516 — 25,516 Products 28,056 — 28,056 Total revenues 123,795 — 123,795 Cost of revenues: Services 41,366 3,773 45,139 License and subscriptions 19,183 — 19,183 Products 19,659 — 19,659 Total cost of revenues 80,208 3,773 83,981 Gross profit 43,587 (3,773) 39,814 Operating expenses: Sales and marketing 9,275 1,363 10,638 Research and development 7,302 342 7,644 General and administrative 57,763 (5,478) 52,285 Depreciation and amortization 13,044 — 13,044 Stock-based compensation 1,048 — 1,048 Lease abandonment expenses 915 — 915 Goodwill and intangible asset impairment 297,930 — 297,930 Acquisition, integration, and transformation costs 36,289 — 36,289 Total operating expenses 423,566 (3,773) 419,793 Loss from operations $ (379,979) $ — $ (379,979)

Business Combinations (Tables)

Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Allocation of Purchase Price	The following table sets forth the allocation of the purchase price to Thrasys’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of November 20, 2021 Measurement Period As of November 20, 2020 Accounts receivable $ 3,491 $ — $ 3,491 Prepaid expenses and other 3,001 — 3,001 Identifiable intangible assets 27,875 — 27,875 Property and equipment 101 — 101 Other assets 19 — 19 Goodwill 143,964 (4,124) 148,088 Total assets acquired 178,451 (4,124) 182,575 Accounts payable 1,779 — 1,779 Accrued expenses and other current liabilities 3,949 (1,373) 5,322 Debt 430 (531) 961 Deferred tax liabilities 6,680 302 6,378 Deferred revenue 700 — 700 Total liabilities assumed 13,538 (1,602) 15,140 Net assets acquired $ 164,913 $ (2,522) $ 167,435 The following table sets forth the allocation of the purchase price to BHS’ identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period has ended. (In thousands) As of November 20, 2021 Measurement Period Adjustments As of November 20, 2020 Accounts receivable $ 1,257 $ — $ 1,257 Inventories 100 — 100 Prepaid expenses and other 40 — 40 Identifiable intangible assets 225 — 225 Property and equipment 53 — 53 Other assets 4 — 4 Deferred tax assets 19 — 19 Goodwill 15,443 (663) 16,106 Total assets acquired 17,141 (663) 17,804 Accounts payable 374 — 374 Accrued expenses and other current liabilities 1,067 641 426 Debt 113 (1,121) 1,234 Total liabilities assumed 1,554 (480) 2,034 Net assets acquired $ 15,587 $ (183) $ 15,770 The following table sets forth the allocation of the purchase price to TTC’s identifiable tangible and intangible assets acquired and liabilities assumed, including measurement period adjustments. The allocation of value in this table is complete, as the measurement period ended as of January 25, 2022. (In thousands) As of January 25, 2022 Measurement Period As of January 25, 2021 Accounts receivable $ 1,311 $ (462) $ 1,773 Prepaid expenses and other 187 — 187 Identifiable intangible assets 1,125 — 1,125 Property and equipment 531 — 531 Other assets 281 — 281 Goodwill 58,354 780 57,574 Total assets acquired 61,789 318 61,471 Accounts payable 625 — 625 Accrued expenses and other current liabilities 602 — 602 Due to related parties 4,200 2,807 1,393 Debt 11,216 (1,284) 12,500 Deferred tax liabilities 446 (28) 474 Total liabilities assumed 17,089 1,495 15,594 Net assets acquired $ 44,700 $ (1,177) $ 45,877 The following table sets forth the 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 complete, as the measurement period ended as of March 26, 2022. (In thousands) As of March 26, 2022 Measurement Period Adjustments As of March 26, Accounts receivable, net $ 1,350 $ (5,111) $ 6,461 Inventories 325 — 325 Identifiable intangible assets 45,289 7,250 38,039 Property, equipment, and work in progress 26,767 (13,959) 40,726 Other current assets, including short term advances 15 (1,965) 1,980 Other noncurrent assets, including long term advances 509 — 509 Goodwill 121,913 30,042 91,871 Total assets acquired 196,168 16,257 179,911 Accounts payable 579 — 579 Accrued expenses and other current liabilities 9,692 1,421 8,271 Income tax liability 2,420 2,420 — Deferred tax liability 8,649 8,649 — Debt 19,937 (2,275) 22,212 Noncontrolling interest 29,278 11,889 17,389 Total liabilities assumed and noncontrolling interest 70,555 22,104 48,451 Net assets acquired $ 125,613 $ (5,847) $ 131,460 (In thousands) As of April 27, 2022 Measurement Period Adjustments As of April 27, 2021 Accounts receivable $ 47 $ — $ 47 Inventories 2,693 — 2,693 Prepaid expenses and other 530 — 530 Identifiable intangible assets 29,115 790 28,325 Property and equipment 3,642 (4,295) 7,937 Other assets — (22) 22 Goodwill 143,654 (76) 143,730 Total assets acquired 179,681 (3,603) 183,284 Accounts payable 472 — 472 Accrued expenses and other current liabilities 772 (8) 780 Deferred revenue 302 — 302 Deferred tax liability 8,017 180 7,837 Debt — (4,069) 4,069 Noncontrolling interests — — — Total liabilities assumed and noncontrolling interest 9,563 (3,897) 13,460 Net assets acquired $ 170,118 $ 294 $ 169,824 The following table sets forth the allocation of the purchase price to Cloudbreak's identifiable tangible and intangible assets acquired and liabilities assumed. The allocation of value in this table is complete, as the measurement period ended as of June 9, 2022. (In thousands) As of June 9, 2022 Measurement Period Adjustments As of June 9, 2021 Accounts receivable $ 5,551 $ 741 $ 4,810 Prepaid expenses and other 921 — 921 Identifiable intangible assets 32,475 — 32,475 Property and equipment 7,065 183 6,882 Other assets 631 (411) 1,042 Goodwill 107,219 (3,749) 110,968 Total assets acquired 153,862 (3,236) 157,098 Accounts payable 2,518 — 2,518 Accrued expenses and other current liabilities 1,267 362 905 Deferred revenue 15 — 15 Deferred tax liability 3,912 (3,994) 7,906 Other long-term liabilities 382 382 — Debt 3,752 — 3,752 Total liabilities assumed 11,846 (3,250) 15,096 Net assets acquired $ 142,016 $ 14 $ 142,002
Schedule of Acquired Intangible Assets	The acquired intangible assets from Thrasys and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets - Trade names $ 6,925 10 Definite-lived intangible assets - Technology and intellectual property 10,825 7 Definite-lived intangible asset - Customer relationships 10,125 10 Total fair value of identifiable intangible assets $ 27,875 The acquired intangible assets from BHS and the related estimated useful lives consist of the following: Value Useful Life (In thousands) (in years) Definite-lived intangible assets—Trade names $ 225 3 Total fair value of identifiable intangible assets $ 225 Approximate Estimated (In thousands) (in years) Definite-life intangible assets – Trade names $ 1,125 3 Total fair value of identifiable intangible assets $ 1,125 The acquired intangible assets from Glocal and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Technology and intellectual property $ 45,289 7 Total fair value of identifiable intangible assets $ 45,289 The acquired intangible assets from Innovations Group and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 10,925 10 Definite-lived intangible assets—Technology and intellectual property 8,075 5-7 Definite-lived intangible assets—Customer relationships 9,325 10 Definite-lived intangible assets—Lease 790 4.8 Total fair value of identifiable intangible assets $ 29,115 The acquired intangible assets from Cloudbreak and their related estimated useful lives consisted of the following: Approximate Estimated (In thousands) (in years) Definite-lived intangible assets—Trade names $ 12,975 10 Definite-lived intangible assets—Technology and intellectual property 5,825 5 Definite-lived intangible assets—Customer relationships 13,675 10 Total fair value of identifiable intangible assets $ 32,475
Schedule of Pro Forma Results	The following unaudited pro forma consolidated financial information reflects the results of operations as if the acquisition of UpHealth Holdings (including all subsidiaries) and Cloudbreak had occurred on January 1, 2021, after giving effect to certain purchase accounting adjustments. These purchase accounting adjustments mainly include incremental depreciation expense related to the fair value adjustment of property and equipment, amortization expense related to identifiable intangible assets, and tax expense related to the combined tax provisions. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company: (In thousands) For the year ended December 31, Pro Forma 2021 Revenues $ 148,945 Net income (loss) $ (345,340) Basic earnings per share $ (32.27) Diluted earnings per share $ (32.27)

Assets and Liabilities Held f_2

Assets and Liabilities Held for Sale (Tables)	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Total Assets and Liabilities of the Disposal Group Held For Sale	Total assets and liabilities of the disposal group held for sale on the December 31, 2022 consolidated balance sheet consisted of the following: (In thousands) December 31, 2022 Accounts receivable, net $ 78 Inventories 2,058 Prepaid expenses and other current assets 612 Property, plant and equipment, net 4,602 Operating lease right-of-use assets 1,298 Intangible assets, net 23,063 Goodwill 35,353 Less: Impairment (1,791) Total assets held for sale $ 65,273 Accounts payable $ 1,104 Accrued expenses 1,544 Deferred revenue 242 Lease liabilities, current 429 Deferred tax liabilities 6,918 Lease liabilities, noncurrent 869 Total liabilities held for sale $ 11,106

Revenues (Tables)

Revenues (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Revenues by service offering consisted of the following : For the year ended December 31, (In thousands) 2022 2021 Services $ 110,953 $ 70,223 Licenses and subscriptions 12,566 25,516 Products 35,284 28,056 Total revenues $ 158,803 $ 123,795 Revenues by geography consisted of the following: For the year ended December 31, (In thousands) 2022 2021 Americas $ 151,899 $ 92,114 Europe — 18,600 Asia 6,904 13,081 Total revenues $ 158,803 $ 123,795
Schedule of Change in Contract Assets and Contract Liabilities	The change in contract assets was as follows: (In thousands) December 31, 2022 December 31, 2021 Unbilled receivables, beginning of period $ 784 $ 438 Reclassifications to billed receivables (784) — Revenues recognized in excess of period billings 694 346 Unbilled receivables, end of period $ 694 $ 784 The change in contract liabilities, consisting of deferred revenue, was as follows: (In thousands) December 31, 2022 December 31, 2021 Deferred revenue, beginning of period $ 2,649 $ 397 Revenues recognized from balances held at the beginning of the period (2,027) (397) Net revenues deferred from period collections on unfulfilled performance obligations 2,980 2,649 Deconsolidation of equity investment (622) — Reclassified to liabilities held for sale (See Note 4) (242) — Deferred revenue, end of period $ 2,738 $ 2,649
Schedule of Remaining Performance Obligations	Remaining performance obligations consisted of the following: (In thousands) 2023 2024 Total Subscriptions $ 4,687 $ 1,104 $ 5,791 Program management and professional services 4,003 — 4,003 $ 8,690 $ 1,104 $ 9,794

Supplemental Financial Statem_2

Supplemental Financial Statement Information (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [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 Capitalized software development costs 3 years Property and equipment consisted of the following: (In thousands) December 31, 2022 December 31, 2021 Land $ — $ 15,459 Buildings — 18,086 Leasehold improvements 868 3,393 Medical and surgical equipment — 2,953 Electrical and other equipment 21 508 Computer equipment, furniture and fixtures 16,222 12,029 Vehicles 302 185 Capitalized software development costs 4,404 3,837 Construction in progress 2,590 4,363 24,407 60,813 Accumulated depreciation and amortization (10,338) (4,741) Total property and equipment, net $ 14,069 $ 56,072
Schedule of Accrued Liabilities	Accrued expenses consisted of the following: (In thousands) December 31, 2022 December 31, 2021 Accrued professional fees $ 14,245 $ 10,238 Accrued products and licenses 17,820 17,889 Accrued payroll and bonuses 5,163 3,939 Accrued interest on debt 741 1,227 Other accruals 794 2,791 Total accrued expenses $ 38,763 $ 36,084

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Changes in Carrying Amounts of Intangible Assets	The changes in carrying amounts of intangible assets consisted of the following: (In thousands) Trade Names Technology and Intellectual Property Customer Relationships Lease Total Balance as of December 31, 2020 $ 7,065 $ 10,705 $ 10,012 $ — $ 27,782 Additions 25,025 51,865 23,000 790 100,680 Amortization (2,584) (7,251) (2,400) (116) (12,351) Foreign exchange — (798) — — (798) Balance as of December 31, 2021 29,506 54,521 30,612 674 115,313 Additions — 7,250 — — 7,250 Amortization (3,003) (7,711) (3,146) (167) (14,027) Impairments (5,428) (6,009) (6,191) — (17,628) Deconsolidation of equity investment — (34,449) — — (34,449) Intangible assets, net reclassified to assets held for sale (see Note 4) (9,080) (5,718) (7,758) (507) (23,063) Foreign exchange — (2,034) — — (2,034) Balance as of December 31, 2022 $ 11,995 $ 5,850 $ 13,517 $ — $ 31,362
Schedule of Estimated Amortization Expense Related to Definite-Lived Intangible Assets	The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows: (In thousands) Trade Name Amortization Technology and Intellectual Property Amortization Customer Relationships Amortization Total 2023 $ 983 $ 1,532 $ 1,616 $ 4,131 2024 983 1,532 1,616 4,131 2025 983 1,532 1,616 4,131 2026 983 890 1,616 3,489 2027 983 364 1,616 2,963 Thereafter 7,080 — 5,437 12,517 $ 11,995 $ 5,850 $ 13,517 $ 31,362

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2022
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 as of December 31, 2020 $ 164,194 Measurement period adjustment—Thrasys (4,124) Measurement period adjustment—BHS (663) Business acquisition of TTC 57,574 Measurement period adjustment—TTC 780 Business acquisition of Glocal 91,871 Measurement period adjustment—Glocal 24,575 Business acquisition of Innovations Group 143,730 Measurement period adjustment—Innovations Group (76) Business acquisition of Cloudbreak 110,968 Measurement period adjustment—Cloudbreak (3,658) Impairment (297,930) Foreign exchange (2,973) Balance as of December 31, 2021 284,268 Measurement period adjustments 5,403 Goodwill reclassified to assets held for sale (see Note 4) (35,353) Impairments (94,643) Balance as of December 31, 2022 $ 159,675

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-Term Debt	Debt consisted of the following: (In thousands) December 31, 2022 December 31, 2021 2025 Notes $ 67,500 $ 160,000 2026 Notes 115,000 — Seller notes — 18,680 Provider Relief and EIDL Funds — 123 Other debt facilities (various maturities and interest rates) — 3,847 Total debt 182,500 182,650 Less: unamortized original issue and debt discount (36,538) (62,140) Total debt, net of unamortized original issue and debt discount 145,962 120,510 Less: current portion of debt — (22,093) Noncurrent portion of debt $ 145,962 $ 98,417
Schedule of Long-term Debt Contractual Maturities	As of December 31, 2022, long-term debt contractual maturities, excluding unamortized original issue discount, were as follows: (In thousands) 2023 $ — 2024 — 2025 67,500 2026 115,000 2027 — Total $ 182,500

Fair Value of Financial Measure

Fair Value of Financial Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis	The following tables present information about our financial assets and liabilities measured at fair value on are recurring basis: December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 1,681 $ — $ — $ 1,681 $ 1,681 $ — $ — $ 1,681 Liabilities: Derivative liability $ — $ — $ 56 $ 56 Warrant liability — 9 — 9 $ — $ 9 $ 56 $ 65 December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 45,006 $ — $ — $ 45,006 $ 45,006 $ — $ — $ 45,006 Liabilities: Derivative liability $ — $ — $ 7,977 $ 7,977 Warrant liability — 252 — 252 $ — $ 252 $ 7,977 $ 8,229
Schedule of Cash and Cash Equivalents	Cash equivalents were as follows: December 31, 2022 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 1,681 $ — $ — $ 1,681 $ 1,681 $ — $ — $ 1,681 December 31, 2021 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 45,006 $ — $ — $ 45,006 $ 45,006 $ — $ — $ 45,006
Schedule of Fair Value Significant Assumptions	The fair value of the derivative liability is considered a Level 3 valuation and is determined using a Binomial Lattice Option Pricing Model. The significant assumptions used in the model were: December 31, 2022 December 31, 2021 Stock price $1.63 $22.40 Volatility 95.0% 82.5% Risk free rate 4.17% 1.18% Exercise price $106.50 $106.50 Expected life (in years) 3.44 4.44 Conversion periods 2 years-4 years 2-5 years Future share price $0.10-$405.60 $0.10-$340.50
Change in the Fair Value of the Level 3 Derivative Liability	The change in the fair value of the Level 3 derivative liability for the years ended December 31, 2022 and 2021 are as follows: (In thousands) December 31, 2022 December 31, 2021 Fair value, beginning of period $ 7,977 $ — Issuance — 61,823 Settlement (392) Change in fair value (7,529) (53,846) Fair value, end of period $ 56 $ 7,977

Capital Structure (Tables)

Capital Structure (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Schedule of Common Stock Reserved for Future Issuance	Shares of common stock reserved for future issuance as of December 31, 2022 (recorded on a post-reverse split basis) were as follows: (In thousands) Number of Shares Restricted stock units outstanding 878 Stock options outstanding 138 Shares issuable upon conversion of 2025 Notes 3,857 Shares issuable upon conversion of 2026 Notes 1,080 Shares issuable upon conversion of Public Warrants 1,725 Shares issuable upon conversion of Private Warrants 57 Shares issuable upon conversion of PIPE Warrants 30 Shares available for future grant under 2021 EIP 1,086 8,851
Schedule of Stock Option Activity	The following table summarizes stock option activity under the Cloudbreak Plan (recorded on a post-reverse split basis): (In thousands, except per share amounts) Number of Stock Options Weighted Average Exercise Price per Stock Option Outstanding as of June 9, 2021 171 $ 44.51 Options granted — — Options exercised (20) 16.30 Options forfeited or expired — — Outstanding as of December 31, 2021 151 48.15 Options exercised (10) 2.40 Options forfeited or expired (3) 73.80 Outstanding as of December 31, 2022 138 50.76 Vested and expected to vest as of December 31, 2022 138 50.76 Exercisable as of December 31, 2022 135 $ 50.23
Schedule of RSU Activity	The following table summarizes our RSU activity under the 2021 EIP (recorded on a post-reverse split basis): Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of June 30, 2021 — $ — RSUs granted 1,078 $ 54.32 RSUs vested and issued (9) $ 19.30 RSUs forfeited — $ — Outstanding as of December 31, 2021 1,069 $ 54.62 RSUs granted 1,206 $ 5.08 RSUs vested and issued (846) $ 62.09 RSUs forfeited (552) $ 9.98 Outstanding as of December 31, 2022 878 $ 7.42

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Loss before Income Tax Benefit	The sources of loss before income tax benefit are as follows: (In thousands) For the year ended December 31, Current: 2022 2021 Federal $ (346,468) $ (225,970) Foreign 114,149 (116,803) Total $ (232,319) $ (342,773)
Schedule of Components of Income Tax Benefit	Income tax benefit consisted of the following: (In thousands) For the year ended December 31, Current: 2022 2021 Federal $ — $ 39 State 159 26 Foreign — — Total current expense 159 65 Deferred: Federal (7,192) (1,520) State (1,435) (167) Foreign (916) (815) Total deferred benefit (9,543) (2,502) Income tax benefit $ (9,384) $ (2,437)
Schedule of Effective Income Tax Rate Reconciliation	Income tax benefit differed from the amount that would be provided by applying the U.S. federal statutory rate due to the following: (In thousands) For the year ended December 31, 2022 For the year ended December 31, 2021 Amount Tax Rate Amount Tax Rate Income (loss) before income tax $ (232,319) $ (342,773) Federal statutory income tax (48,787) 21.00 % (71,982) 21.00 % State income tax, net of federal benefit (9,324) 4.01 % (147) 0.04 % Foreign differential rate (357) 0.15 % (138) 0.04 % Goodwill impairment 18,380 (7.91) % 60,952 (17.79) % Transactions costs 187 (0.08) % 7,523 (2.20) % Permanently disallowed interest expense 2,544 (1.10) % 1,663 -0.48 % Valuation allowance 51,670 (22.24) % — — % Deconsolidation of subsidiary (24,766) 10.66 % — — % Other 1,069 (0.46) % (308) 0.10 % Effective income tax rate $ (9,384) 4.04 % $ (2,437) 0.71 %
Schedule of Deferred Tax Assets and Liabilities	Significant components of our deferred taxes are as follows: (In thousands) December 31, 2022 December 31, 2021 Deferred Tax Assets Accrued expenses $ 5,863 $ 4,877 Transactions costs 88 139 Net operating loss carryforwards 10,208 6,859 Stock compensation 2,109 2,220 Allowance of doubtful accounts 4,097 6,317 Disallowed interest expense 789 447 Unrealized (gain) loss from fair market value adjustment on derivatives 14 (13,635) Investment in Glocal 40,432 — Other 865 — Total deferred tax assets $ 64,465 $ 7,224 Deferred Tax Liabilities Property, plant and equipment $ (1,169) $ (9,287) Intangibles (5,156) (28,166) Convertible debt accretion (7,670) 1,980 Other — (32) Total deferred tax liabilities (13,995) (35,505) Less: Valuation allowance (51,670) — Net deferred tax asset (liability) $ (1,200) $ (28,281)
Schedule of Activity Related to Unrecognized Tax Benefits	The following table summarizes the activity related to our unrecognized tax benefits: For the year ended December 31, 2022 2021 Beginning balance $ 1,703 $ — Changes for prior year tax positions (1,703) 1,703 Ending balance $ — $ 1,703

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) Per Share	For the year ended December 31, (In thousands, except per share data) 2022 2021 Numerator: Net loss attributable to UpHealth, Inc. $ (223,000) $ (341,023) Denominator: Weighted average shares outstanding (1)(2) 14,699 10,703 Net loss per share attributable to UpHealth, Inc.: Basic $ (15.17) $ (31.86) Diluted $ (15.17) $ (31.86) (1) The shares and earnings per share available to our common stockholders, 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. (2) The shares and earnings per share as of December 31, 2022 and before that date differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described in Note 1, Organization and Business ).

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Schedule of Due To and Due From Related Parties	Due to and from related parties consisted of the following: (In thousands) December 31, 2022 December 31, 2021 Due from related parties $ 14 $ 40 Due to related parties $ 229 $ 47

Segment Reporting (Tables)

Segment Reporting (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Schedule of Segment Reporting	Revenues by segment consisted of the following: For the year ended December 31, In thousands 2022 2021 Integrated Care Management $ 18,010 $ 31,886 Virtual Care Infrastructure 64,997 36,569 Services 75,796 55,340 Total revenues $ 158,803 $ 123,795 Gross margin by segment consisted of the following: For the year ended December 31, In thousands 2022 2021 Integrated Care Management $ 13,687 $ 10,316 Virtual Care Infrastructure 29,882 12,633 Services 26,586 16,865 Total gross margin $ 70,155 $ 39,814 Total assets by segment consisted of the following: In thousands December 31, 2022 December 31, 2021 Integrated Care Management $ 44,776 $ 156,106 Virtual Care Infrastructure 140,776 217,668 Services 124,980 127,114 Corporate 29,272 68,419 Total assets $ 339,804 $ 569,307
Schedule of Total Assets by Geography	Total assets by geography consisted of the following: In thousands December 31, 2022 December 31, 2021 Americas $ 339,804 $ 481,705 Asia — 87,602 Total assets $ 339,804 $ 569,307

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of Components of Lease Expense	The components of lease expense consisted of the following as of December 31, 2022: December 31, 2022 In thousands Third Party Related Party Total Finance lease costs: Amortization of right-of-use assets $ 3,083 $ — $ 3,083 Interest on lease liabilities 312 — 312 Operating lease costs 3,209 392 3,601 Short-term lease costs 108 356 464 Variable lease costs 354 — 354 Sublease income (643) — (643) Total lease costs $ 6,423 $ 748 $ 7,171
Schedule of Company's Lease Assets and Liabilities, Lease Term and Discount Rate Assumptions	Lease-related assets and liabilities recorded on the consolidated balance sheet are as follows: December 31, 2022 In thousands Third Party Related Party Total Assets Finance lease right-of-use assets (included in property, plant and equipment, net) $ 5,916 $ — $ 5,916 Operating lease right-of-use assets 5,819 1,394 7,213 Total leased assets $ 11,735 $ 1,394 $ 13,129 Liabilities Lease liabilities, current: Finance lease liabilities $ 3,023 $ — $ 3,023 Operating lease liabilities 2,130 322 2,452 Lease liabilities, current 5,153 322 5,475 Lease liabilities, noncurrent: Finance lease liabilities 2,976 — 2,976 Operating lease liabilities 4,672 1,093 5,765 Lease liabilities, noncurrent 7,648 1,093 8,741 Total leased liabilities $ 12,801 $ 1,415 $ 14,216 The following table summarizes our lease term and discount rate assumptions as of December 31, 2022: December 31, 2022 Third Party Related Party Total Weighted-average remaining lease term (years): Finance leases 2.09 N/A 1.76 Operating leases 3.64 3.92 3.68 Weighted-average discount rate: Finance leases 5.9% N/A 5.6% Operating leases 6.7% 5.3% 6.5%
Operating Lease Maturity	Undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year, as of December 31, 2022, have been reconciled to the total operating and finance lease liabilities recognized on the consolidated balance sheets as of December 31, 2022 as follows: December 31, 2022 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total 2023 $ 3,269 $ — $ 3,269 $ 2,990 $ 386 $ 3,376 2024 2,373 — 2,373 2,385 421 2,806 2025 713 — 713 1,951 427 2,378 2026 — — — 1,029 323 1,352 2027 — — — 457 — 457 Thereafter — — — 382 — 382 Total lease payments 6,355 — 6,355 9,194 1,557 10,751 Less: Interest 356 — 356 1,094 142 1,236 Present value of lease liabilities 5,999 — 5,999 8,100 1,415 9,515 Lease liabilities included in Liabilities Held for Sale (see Note 4) — — — (1,298) — (1,298) Total lease liabilities $ 5,999 $ — $ 5,999 $ 6,802 $ 1,415 $ 8,217
Finance Leases Maturity	Undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year, as of December 31, 2022, have been reconciled to the total operating and finance lease liabilities recognized on the consolidated balance sheets as of December 31, 2022 as follows: December 31, 2022 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total 2023 $ 3,269 $ — $ 3,269 $ 2,990 $ 386 $ 3,376 2024 2,373 — 2,373 2,385 421 2,806 2025 713 — 713 1,951 427 2,378 2026 — — — 1,029 323 1,352 2027 — — — 457 — 457 Thereafter — — — 382 — 382 Total lease payments 6,355 — 6,355 9,194 1,557 10,751 Less: Interest 356 — 356 1,094 142 1,236 Present value of lease liabilities 5,999 — 5,999 8,100 1,415 9,515 Lease liabilities included in Liabilities Held for Sale (see Note 4) — — — (1,298) — (1,298) Total lease liabilities $ 5,999 $ — $ 5,999 $ 6,802 $ 1,415 $ 8,217
Schedule of Assets And Liabilities, Lessee	As of December 31, 2021, capital lease asset and liabilities are as follows: In thousands December 31, 2021 Assets Leased property under capital leases, less accumulated amortization $ 5,013 Liabilities Current: obligations under capital leases $ 2,404 Noncurrent: obligations under capital leases 2,644 $ 5,049
Schedule of Future Minimum Capital Lease, Obligations	As of December 31, 2021, future minimum lease payments under non-cancelable capital leases are as follows: In thousands December 31, 2021 2022 $ 2,623 2023 1,749 2024 962 Less: Interest (286) $ 5,049

Organization and Business - Nar

Organization and Business - Narrative (Details) $ / shares in Units, $ in Thousands

1 Months Ended

6 Months Ended

12 Months Ended

Dec. 08, 2022

Dec. 05, 2022 $ / shares

Jul. 01, 2022 USD ($)

Mar. 26, 2021 USD ($)

Jul. 31, 2022 USD ($)

Dec. 31, 2022 USD ($) $ / shares

Dec. 31, 2022 USD ($) $ / shares

Dec. 31, 2021 USD ($) $ / shares

Feb. 26, 2023 USD ($)

Jun. 30, 2022 USD ($)

Oct. 07, 2021 $ / shares

Aug. 27, 2021

Jun. 21, 2021

May 14, 2021

Nov. 20, 2020

Schedule of Equity Method Investments [Line Items]

Gain on consolidation of equity investment

$ 0

$ 640

Loss on deconsolidation of subsidiary

$ 37,708

$ 37,700

37,708

$ 0

Fair value of Glocal at deconsolidation

$ 21,200

$ 21,200

Noncontrolling interests derecognized

$ 14,285

Amount transferred to designated “Share Account”

$ 5,100

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

[1]

$ 0.0001

[1]

$ 0.0001

[1]

$ 0.0001

Reverse stock split ratio

0.1

Innovations Group, to Belmar MidCo, Inc | Subsequent Event

Schedule of Equity Method Investments [Line Items]

Ownership percentage

100%

Innovation Group | Subsequent Event | Disposal Group, Held-for-sale, Not Discontinued Operations

Schedule of Equity Method Investments [Line Items]

Disposal group, consideration to be received

$ 56,000

Minimum

Schedule of Equity Method Investments [Line Items]

Reverse stock split ratio

0.4

Maximum

Schedule of Equity Method Investments [Line Items]

Reverse stock split ratio

0.1

Glocal

Schedule of Equity Method Investments [Line Items]

Equity interest in acquiree, percentage

43.46%

Acquisition percentage

45.94%

2.61%

1.80%

1%

Gain on consolidation of equity investment

$ 600

Step acquisition, ownership percentage after transaction

89.40%

94.81%

94.81%

[1] Amounts as of December 31, 2021 differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022.

Organization and Business - Var

Organization and Business - Variable Interest Entity (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jul. 01, 2022	Jul. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Variable Interest Entity [Line Items]
Cash and cash equivalents			$ 15,557	$ 58,192
Restricted cash			0	18,609
Accounts receivable, net			21,851	22,761
Inventories			161	2,928
Prepaid expenses and other current assets			2,748	4,217
Intangible assets			31,362	115,313
Other assets			438	6,907
Total assets			339,804	569,307
Accounts payable			17,983	13,604
Accrued expenses			38,763	36,084
Deferred revenue, current			2,738	2,649
Income taxes payable			388	739
Related-party debt			0	657
Debt			145,962	98,417
Other liabilities			662	858
Deferred tax liabilities			1,200	28,281
Accumulated other comprehensive loss			0	(3,802)
Noncontrolling interests			989	15,379
Total liabilities and stockholders’ equity			339,804	569,307
Carrying value of Glocal at deconsolidation	$ 58,908		21,200	0
Fair value of Glocal at deconsolidation	21,200				$ 21,200
Loss on deconsolidation of subsidiary	37,708	$ 37,700	$ 37,708	$ 0
VIE
Variable Interest Entity [Line Items]
Cash and cash equivalents	8,743
Restricted cash	508
Accounts receivable, net	5,043
Inventories	276
Prepaid expenses and other current assets	816
Property and equipment, net	27,415
Intangible assets	34,449
Other assets	1,814
Total assets	79,064
Accounts payable	2,430
Accrued expenses	1,189
Deferred revenue, current	588
Income taxes payable	2,512
Related-party debt	71
Debt	551
Other liabilities	144
Deferred tax liabilities	6,045
Accumulated other comprehensive loss	(7,659)
Noncontrolling interests	14,285
Total liabilities and stockholders’ equity	$ 20,156

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)			1 Months Ended	3 Months Ended			9 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2022	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Mar. 26, 2022	Dec. 31, 2021	Jan. 01, 2022	Oct. 31, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Restricted cash	$ 0	$ 18,600,000		$ 0				$ 0		$ 18,600,000
Allowance for doubtful accounts	$ 16,200,000	19,000,000		16,200,000				16,200,000		19,000,000
Concentration Risk [Line Items]
Impairment charge for intangible assets								17,628,000		0
Impairment charge										0
Impairment, long-lived asset, held-for-use								$ 2,100,000		0
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]								Goodwill and intangible asset impairment
Impairment charge for goodwill		297,900,000			$ 89,100,000			$ 94,643,000		297,930,000
Goodwill						$ 5,500,000		5,403,000
Payments for repurchase of stock								18,521,000		0
Research and development				$ 1,944,000			$ 5,944,000	7,888,000		7,644,000
Advertising expense								$ 2,900,000		3,200,000
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current, Lease liabilities, noncurrent			Lease liabilities, current, Lease liabilities, noncurrent				Lease liabilities, current, Lease liabilities, noncurrent			Lease liabilities, current, Lease liabilities, noncurrent
Operating lease right-of-use assets	$ 7,213,000	0		$ 7,213,000				$ 7,213,000		0	$ 7,200,000
Present value of lease liabilities	9,515,000			9,515,000				9,515,000			$ 8,200,000
SaaS And Hosting
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Allowance for doubtful accounts	15,600,000	18,900,000		15,600,000				15,600,000		18,900,000
Subscription Based Services
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Allowance for doubtful accounts	600,000	100,000		600,000				600,000		100,000
Digital Pharmacy Services
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Allowance for doubtful accounts	$ 0	0		$ 0				$ 0		0
Glocal
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Restricted cash		500,000								500,000
Concentration Risk [Line Items]
Goodwill									$ 30,042,000	$ 24,575,000
One Customer | Revenues | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage								12%		58%
Two Customers | Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage										74%
KAF | Forward Share Purchase Agreement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Escrow deposit		$ 18,100,000								$ 18,100,000		$ 18,100,000
Concentration Risk [Line Items]
Number of shares repurchased (in shares)	170,000		170,000
Payments for repurchase of stock			$ 18,100,000
Payments for interest			$ 400,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
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
Capitalized software development costs
Property, Plant and Equipment [Line Items]
Property and equipment, useful life (in years)	3 years

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues	$ 40,497	$ 118,306	$ 158,803	$ 123,795
Total cost of revenues	22,282	66,366	88,648	83,981
Gross profit	18,215	51,940	70,155	39,814
Operating expenses:
Sales and marketing	4,329	11,622	15,951	10,638
Research and development	1,944	5,944	7,888	7,644
General and administrative	11,781	36,974	48,755	52,285
Depreciation and amortization	2,868	13,272	16,140	13,044
Stock-based compensation	1,876	4,588	6,464	1,048
Lease abandonment expenses		75	75	915
Goodwill and intangible asset impairment	1,791	112,270	114,061	297,930
Acquisition, integration, and transformation costs	7,032	15,182	22,214	36,289
Total operating expenses	31,621	199,927	231,548	419,793
Loss from operations	(13,406)	(147,987)	(161,393)	(379,979)
Services
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues	29,571	81,382	110,953	70,223
Total cost of revenues	16,051	46,903	62,954	45,139
Licenses and subscriptions
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues	1,954	10,612	12,566	25,516
Total cost of revenues	347	913	1,260	19,183
Products
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues	8,972	26,312	35,284	28,056
Total cost of revenues	$ 5,884	18,550	$ 24,434	19,659
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues		118,306		123,795
Total cost of revenues		62,110		80,208
Gross profit		56,196		43,587
Operating expenses:
Sales and marketing		10,983		9,275
Research and development		5,600		7,302
General and administrative		42,213		57,763
Depreciation and amortization		13,272		13,044
Stock-based compensation		4,588		1,048
Lease abandonment expenses		75		915
Goodwill and intangible asset impairment		112,270		297,930
Acquisition, integration, and transformation costs		15,182		36,289
Total operating expenses		204,183		423,566
Loss from operations		(147,987)		(379,979)
As Reported | Services
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues		81,382		70,223
Total cost of revenues		42,647		41,366
As Reported | Licenses and subscriptions
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues		10,612		25,516
Total cost of revenues		913		19,183
As Reported | Products
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues		26,312		28,056
Total cost of revenues		18,550		19,659
Reclassifications
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total cost of revenues		4,256		3,773
Gross profit		(4,256)		(3,773)
Operating expenses:
Sales and marketing		639		1,363
Research and development		344		342
General and administrative		(5,239)		(5,478)
Total operating expenses		(4,256)		(3,773)
Reclassifications | Services
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total cost of revenues		$ 4,256		$ 3,773

Business Combinations - Narrati

Business Combinations - Narrative (Details)					1 Months Ended		3 Months Ended							5 Months Ended	9 Months Ended	12 Months Ended
	Jun. 09, 2021 USD ($)	Apr. 27, 2021 USD ($)	Jan. 25, 2021 USD ($)	Nov. 20, 2020 USD ($) patent	Mar. 31, 2021 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 09, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jun. 09, 2022 USD ($)	Apr. 27, 2022 USD ($)	Mar. 26, 2022 USD ($)	Jan. 25, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 20, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 01, 2022 USD ($)	Aug. 27, 2021	Jun. 21, 2021	May 14, 2021	Mar. 26, 2021 USD ($)	Apr. 30, 2020 USD ($)
Business Acquisition [Line Items]
Net cash acquired in acquisition of businesses																$ 0					$ 3,969,000
Noncontrolling interests							$ 989,000				$ 15,379,000					989,000					15,379,000
Percentage of ongoing operations of the combined entity	75%													75%
Reverse recapitalization, intangibles recognized	$ 0													$ 0
Reverse recapitalization, goodwill recognized	$ 0													$ 0
Exchange ratio	10.28													10.28
Acquisition, integration, and transformation costs							7,032,000								$ 15,182,000	$ 22,214,000					36,289,000
VIE
Business Acquisition [Line Items]
Noncontrolling interests																								$ 14,285,000
VIE | Innovations Group
Business Acquisition [Line Items]
Noncontrolling interests								$ 500,000							$ 500,000
Paycheck Protection Program Loans | Medium-term Notes | Paycheck Protection Program, CARES Act | Thrasys
Business Acquisition [Line Items]
Principal amount																							$ 500,000						$ 500,000
Paycheck Protection Program Loans | Medium-term Notes | Paycheck Protection Program, CARES Act | BHS
Business Acquisition [Line Items]
Principal amount											1,000,000										$ 1,000,000								1,000,000
Paycheck Protection Program Loans | Medium-term Notes | Paycheck Protection Program, CARES Act | TTC
Business Acquisition [Line Items]
Principal amount																													$ 1,900,000
Debt forgiven					$ 300,000	$ 900,000																	$ 700,000
Thrasys
Business Acquisition [Line Items]
Acquisition percentage				100%
Consideration paid, net of cash and restricted cash				$ 167,400,000
Net cash acquired in acquisition of businesses				2,500,000
Escrow deposit				$ 10,000,000
Escrow period (in months)				12 months
Number of domestic and international patents | patent				24
Goodwill tax deductible amount				$ 0
Net assets acquired													$ (2,500,000)									$ (2,522,000)
Accrued expenses and other current liabilities											(1,400,000)											(1,373,000)
Deferred tax liability											300,000											302,000
Debt																						(531,000)
Total assets acquired																						(4,124,000)
Total liabilities assumed																						(1,602,000)
BHS
Business Acquisition [Line Items]
Acquisition percentage				100%
Consideration paid, net of cash and restricted cash				$ 15,800,000
Net cash acquired in acquisition of businesses				1,000,000
Net assets acquired													(200,000)									(183,000)
Accrued expenses and other current liabilities											200,000		400,000									641,000
Debt											(100,000)											(1,121,000)
Total assets acquired																						(663,000)
Total liabilities assumed																						$ (480,000)
TTC
Business Acquisition [Line Items]
Acquisition percentage			100%
Consideration paid, net of cash and restricted cash			$ 45,900,000
Net cash acquired in acquisition of businesses			2,400,000
Goodwill tax deductible amount			$ 0
Net assets acquired																				$ (1,177,000)
Deferred tax liability																				(28,000)
Debt																				(1,284,000)
Total assets acquired														$ (1,200,000)						318,000
Due to related parties													2,800,000							2,807,000
Accounts receivable											(500,000)									(462,000)
Total liabilities assumed																				$ 1,495,000
Glocal
Business Acquisition [Line Items]
Acquisition percentage																									2.61%	1.80%	1%	45.94%
Consideration paid, net of cash and restricted cash				131,500,000
Net cash acquired in acquisition of businesses				$ 400,000
Goodwill tax deductible amount																												$ 0
Net assets acquired													$ (5,800,000)						$ (5,847,000)
Accrued expenses and other current liabilities							1,200,000			$ 200,000									1,421,000
Deferred tax liability									$ 9,900,000	(2,600,000)	2,600,000								8,649,000
Debt								11,900,000			$ (2,300,000)								(2,275,000)
Total assets acquired																			16,257,000
Accounts receivable																			(5,111,000)
Equity interest in acquiree, percentage				43.46%
Step acquisition, ownership percentage after transaction									94.81%		94.81%										94.81%							89.40%
Allowance for doubtful accounts, receivables							$ 5,100,000	$ 2,000,000
Property and equipment										(14,000,000)									(13,959,000)
Identifiable intangible assets										$ 7,300,000									$ 7,250,000
Innovations Group
Business Acquisition [Line Items]
Acquisition percentage		100%
Consideration paid, net of cash and restricted cash		$ 169,800,000
Net cash acquired in acquisition of businesses		300,000
Goodwill tax deductible amount		$ 0
Net assets acquired																		$ 294,000
Accrued expenses and other current liabilities											$ (8,000)							(8,000)
Deferred tax liability											200,000							180,000
Debt											(4,100,000)							(4,069,000)
Total assets acquired																		(3,603,000)
Property and equipment											(4,300,000)							(4,295,000)
Identifiable intangible assets											800,000							790,000
Other assets											(22,000)							$ (22,000)
Cloudbreak
Business Acquisition [Line Items]
Consideration paid, net of cash and restricted cash	$ 142,000,000
Net cash acquired in acquisition of businesses	$ 900,000
Net assets acquired												$ 14,000					$ 14,000
Accrued expenses and other current liabilities											400,000						362,000
Deferred tax liability									$ (100,000)		(3,900,000)						(3,994,000)
Total assets acquired																	(3,236,000)
Accounts receivable																	741,000
Net decrease in net assets acquired and goodwill											700,000
Property and equipment											200,000						183,000
Other assets											$ (400,000)						(411,000)
Total liabilities assumed												$ 400,000					$ (3,250,000)

Business Combinations - Allocat

Business Combinations - Allocation of Purchase Price (Details) - USD ($) $ in Thousands	3 Months Ended							5 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 09, 2021	Dec. 31, 2022	Jun. 09, 2022	Apr. 27, 2022	Mar. 26, 2022	Jan. 25, 2022	Dec. 31, 2021	Nov. 20, 2021	Apr. 27, 2021	Mar. 26, 2021	Jan. 25, 2021	Dec. 31, 2020	Nov. 20, 2020
Business Acquisition [Line Items]
Goodwill	$ 159,675				$ 284,268				$ 159,675					$ 284,268					$ 164,194
Measurement Period Adjustments
Goodwill				$ 5,500					$ 5,403
Thrasys
Business Acquisition [Line Items]
Accounts receivable															$ 3,491					$ 3,491
Prepaid expenses and other															3,001					3,001
Identifiable intangible assets															27,875					27,875
Property and equipment															101					101
Other assets															19					19
Goodwill															143,964					148,088
Total assets acquired															178,451					182,575
Accounts payable															1,779					1,779
Accrued expenses and other current liabilities															3,949					5,322
Debt															430					961
Deferred tax liabilities															6,680					6,378
Deferred revenue															700					700
Total liabilities assumed															13,538					15,140
Net assets acquired															164,913					167,435
Measurement Period Adjustments
Goodwill														(4,124)	(4,124)
Total assets acquired															(4,124)
Accrued expenses and other current liabilities					(1,400)										(1,373)
Deferred tax liability					300										302
Debt															(531)
Total liabilities assumed															(1,602)
Net assets acquired							$ (2,500)								(2,522)
BHS
Business Acquisition [Line Items]
Accounts receivable															1,257					1,257
Inventories															100					100
Prepaid expenses and other															40					40
Identifiable intangible assets															225					225
Property and equipment															53					53
Other assets															4					4
Deferred tax assets															19					19
Goodwill															15,443					16,106
Total assets acquired															17,141					17,804
Accounts payable															374					374
Accrued expenses and other current liabilities															1,067					426
Debt															113					1,234
Total liabilities assumed															1,554					2,034
Net assets acquired															15,587					$ 15,770
Measurement Period Adjustments
Goodwill														(663)	(663)
Total assets acquired															(663)
Accrued expenses and other current liabilities					200		400								641
Debt					(100)										(1,121)
Total liabilities assumed															(480)
Net assets acquired							(200)								$ (183)
TTC
Business Acquisition [Line Items]
Accounts receivable													$ 1,311					$ 1,773
Prepaid expenses and other													187					187
Identifiable intangible assets													1,125					1,125
Property and equipment													531					531
Other assets													281					281
Goodwill													58,354					57,574
Total assets acquired													61,789					61,471
Accounts payable													625					625
Accrued expenses and other current liabilities													602					602
Debt													11,216					12,500
Deferred tax liabilities													446					474
Due to related parties													4,200					1,393
Total liabilities assumed													17,089					15,594
Net assets acquired													44,700					$ 45,877
Measurement Period Adjustments
Accounts receivable					(500)								(462)
Goodwill													780	780
Total assets acquired								$ (1,200)					318
Due to related parties							2,800						2,807
Deferred tax liability													(28)
Debt													(1,284)
Total liabilities assumed													1,495
Net assets acquired													$ (1,177)
Glocal
Business Acquisition [Line Items]
Accounts receivable												$ 1,350					$ 6,461
Inventories												325					325
Identifiable intangible assets												45,289					38,039
Property and equipment												26,767					40,726
Other current assets, including short term advances												15					1,980
Other assets												509					509
Goodwill												121,913					91,871
Total assets acquired												196,168					179,911
Accounts payable												579					579
Accrued expenses and other current liabilities												9,692					8,271
Debt												19,937					22,212
Income tax liability												2,420					0
Deferred tax liabilities												8,649					0
Noncontrolling interests												29,278					17,389
Total liabilities assumed and noncontrolling interest												70,555					48,451
Net assets acquired												125,613					$ 131,460
Measurement Period Adjustments
Accounts receivable												(5,111)
Identifiable intangible assets				7,300								7,250
Property and equipment				(14,000)								(13,959)
Other current assets, including short term advances												(1,965)
Goodwill												30,042		24,575
Total assets acquired												16,257
Accrued expenses and other current liabilities	$ 1,200			200								1,421
Income tax liability												2,420
Deferred tax liability			$ 9,900	$ (2,600)	2,600							8,649
Debt		$ 11,900			(2,300)							(2,275)
Noncontrolling interest												11,889
Total liabilities assumed and noncontrolling interest												22,104
Net assets acquired							$ (5,800)					$ (5,847)
Innovations Group
Business Acquisition [Line Items]
Accounts receivable											$ 47					$ 47
Inventories											2,693					2,693
Prepaid expenses and other											530					530
Identifiable intangible assets											29,115					28,325
Property and equipment											3,642					7,937
Other assets											0					22
Goodwill											143,654					143,730
Total assets acquired											179,681					183,284
Accounts payable											472					472
Accrued expenses and other current liabilities											772					780
Debt											0					4,069
Deferred tax liabilities											8,017					7,837
Deferred revenue											302					302
Noncontrolling interests											0					0
Total liabilities assumed and noncontrolling interest											9,563					13,460
Net assets acquired											170,118					$ 169,824
Measurement Period Adjustments
Identifiable intangible assets					800						790
Property and equipment					(4,300)						(4,295)
Other assets					(22)						(22)
Goodwill											(76)			(76)
Total assets acquired											(3,603)
Accrued expenses and other current liabilities					(8)						(8)
Deferred tax liability					200						180
Debt					(4,100)						(4,069)
Total liabilities assumed and noncontrolling interest											(3,897)
Net assets acquired											$ 294
Cloudbreak
Business Acquisition [Line Items]
Accounts receivable								4,810		$ 5,551
Prepaid expenses and other								921		921
Identifiable intangible assets								32,475		32,475
Property and equipment								6,882		7,065
Other assets								1,042		631
Goodwill								110,968		107,219
Total assets acquired								157,098		153,862
Accounts payable								2,518		2,518
Other long-term liabilities								0		382
Accrued expenses and other current liabilities								905		1,267
Debt								3,752		3,752
Deferred tax liabilities								7,906		3,912
Deferred revenue								15		15
Total liabilities assumed								15,096		11,846
Net assets acquired								$ 142,002		142,016
Measurement Period Adjustments
Accounts receivable										741
Property and equipment					200					183
Other assets					(400)					(411)
Goodwill										(3,749)				$ (3,658)
Total assets acquired										(3,236)
Accrued expenses and other current liabilities					400					362
Deferred tax liability			$ (100)		$ (3,900)					(3,994)
Other long-term liabilities										382
Total liabilities assumed						$ 400				(3,250)
Net assets acquired						$ 14				$ 14

Business Combinations - Acquire

Business Combinations - Acquired Intangible Assets (Details) - USD ($) $ in Thousands						12 Months Ended
	Jun. 09, 2021	Apr. 27, 2021	Mar. 26, 2021	Jan. 25, 2021	Nov. 20, 2020	Dec. 31, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets						$ 7,250	$ 100,680
Definite-lived intangible assets - Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets						0	25,025
Definite-lived intangible asset - Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets						0	23,000
Lease
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets						$ 0	$ 790
Thrasys
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets					$ 27,875
Thrasys | Definite-lived intangible assets - Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets					$ 6,925
Useful Life					10 years
Thrasys | Definite-lived intangible assets - Technology and intellectual property
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets					$ 10,825
Useful Life					7 years
Thrasys | Definite-lived intangible asset - Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets					$ 10,125
Useful Life					10 years
BHS
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets					$ 225
BHS | Definite-lived intangible assets - Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets					$ 225
Useful Life					3 years
TTC
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets				$ 1,125
TTC | Definite-lived intangible assets - Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets				$ 1,125
Useful Life				3 years
Glocal
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets			$ 45,289
Glocal | Definite-lived intangible assets - Technology and intellectual property
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets			$ 45,289
Useful Life			7 years
Innovations Group
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets		$ 29,115
Innovations Group | Definite-lived intangible assets - Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets		$ 10,925
Useful Life		10 years
Innovations Group | Definite-lived intangible assets - Technology and intellectual property
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets		$ 8,075
Innovations Group | Definite-lived intangible assets - Technology and intellectual property | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life		5 years
Innovations Group | Definite-lived intangible assets - Technology and intellectual property | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life		7 years
Innovations Group | Definite-lived intangible asset - Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets		$ 9,325
Useful Life		10 years
Innovations Group | Lease
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets		$ 790
Useful Life		4 years 9 months 18 days
Cloudbreak
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets	$ 32,475
Cloudbreak | Definite-lived intangible assets - Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets	$ 12,975
Useful Life	10 years
Cloudbreak | Definite-lived intangible assets - Technology and intellectual property
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets	$ 5,825
Useful Life	5 years
Cloudbreak | Definite-lived intangible asset - Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total fair value of identifiable intangible assets	$ 13,675
Useful Life	10 years

Business Combinations - Pro For

Business Combinations - Pro Forma Results (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
Business Combination and Asset Acquisition [Abstract]
Revenues | $	$ 148,945
Net income (loss) | $	$ (345,340)
Basic earnings per share (in dollars per share) | $ / shares	$ (32.27)
Diluted earnings per share (in dollars per share) | $ / shares	$ (32.27)

Assets and Liabilities Held f_3

Assets and Liabilities Held for Sale - Narrative (Details) $ in Millions	Feb. 26, 2023 USD ($)
Subsequent Event | Innovations Group
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total loss on disposal group held for sale	$ 1.8

Assets and Liabilities Held f_4

Assets and Liabilities Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Innovations Group $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Accounts receivable, net	$ 78
Inventories	2,058
Prepaid expenses and other current assets	612
Property, plant and equipment, net	4,602
Operating lease right-of-use assets	1,298
Intangible assets, net	23,063
Goodwill	35,353
Less: Impairment	(1,791)
Total assets held for sale	65,273
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
Accounts payable	1,104
Accrued expenses	1,544
Deferred revenue	242
Lease liabilities, current	429
Deferred tax liabilities	6,918
Lease liabilities, noncurrent	869
Total liabilities held for sale	$ 11,106

Revenues - Disaggregation of Re

Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 40,497	$ 118,306	$ 158,803	$ 123,795
Americas
Disaggregation of Revenue [Line Items]
Total revenues			151,899	92,114
Europe
Disaggregation of Revenue [Line Items]
Total revenues			0	18,600
Asia
Disaggregation of Revenue [Line Items]
Total revenues			6,904	13,081
Services
Disaggregation of Revenue [Line Items]
Total revenues	29,571	81,382	110,953	70,223
Licenses and subscriptions
Disaggregation of Revenue [Line Items]
Total revenues	1,954	10,612	12,566	25,516
Products
Disaggregation of Revenue [Line Items]
Total revenues	$ 8,972	$ 26,312	$ 35,284	$ 28,056

Revenues - Narrative (Details)

Revenues - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Concentration Risk [Line Items]
Impairment of contract assets	$ 0	$ 0
Revenue recognized, percentage	1.30%	0.30%
Revenue Recognition Timing | Revenues | Transferred over Time
Concentration Risk [Line Items]
Concentration risk, percentage	74%	77%

Revenues - Contract Assets (Det

Revenues - Contract Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Change In Contract With Customer, Asset [Roll Forward]
Unbilled receivables, beginning of period	$ 784	$ 438
Reclassifications to billed receivables	(784)	0
Revenues recognized in excess of period billings	694	346
Unbilled receivables, end of period	$ 694	$ 784

Revenues - Contract Liabilities

Revenues - Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Change In Contract With Customer, Liability [Roll Forward]
Deferred revenue, beginning of period	$ 2,649	$ 397
Revenues recognized from balances held at the beginning of the period	(2,027)	(397)
Net revenues deferred from period collections on unfulfilled performance obligations	2,980	2,649
Deconsolidation of equity investment	(622)	0
Reclassified to liabilities held for sale (See Note 4)	(242)	0
Deferred revenue, end of period	$ 2,738	$ 2,649

Revenues - Remaining Performanc

Revenues - Remaining Performance Obligations (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 9,794
Subscriptions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	5,791
Program management and professional services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	4,003
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	8,690
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Subscriptions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 4,687
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Program management and professional services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 4,003
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 1,104
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Subscriptions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 1,104
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Program management and professional services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 0
Remaining performance obligations, period	1 year

Supplemental Financial Statem_3

Supplemental Financial Statement Information - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 24,407	$ 60,813
Accumulated depreciation and amortization	(10,338)	(4,741)
Total property and equipment, net	14,069	56,072
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	0	15,459
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	0	18,086
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	868	3,393
Medical and surgical equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	0	2,953
Electrical and other equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	21	508
Computer equipment, furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	16,222	12,029
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	302	185
Capitalized software development costs
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,404	3,837
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,590	$ 4,363

Supplemental Financial Statem_4

Supplemental Financial Statement Information - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 7,800	$ 4,700
Disposal Group, Held-for-sale, Not Discontinued Operations | Innovations Group
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 4,602

Supplemental Financial Statem_5

Supplemental Financial Statement Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued professional fees	$ 14,245	$ 10,238
Accrued products and licenses	17,820	17,889
Accrued payroll and bonuses	5,163	3,939
Accrued interest on debt	741	1,227
Other accruals	794	2,791
Accrued expenses	$ 38,763	$ 36,084

Intangible Assets - Schedule of

Intangible Assets - Schedule of Changes in Carrying Amounts of Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	$ 115,313,000	$ 27,782,000
Additions	7,250,000	100,680,000
Amortization	(14,027,000)	(12,351,000)
Impairments	(17,628,000)	0
Deconsolidation of equity investment	(34,449,000)
Intangible assets, net reclassified to assets held for sale (see Note 4)	(23,063,000)
Foreign exchange	(2,034,000)	(798,000)
Ending balance	$ 31,362,000	115,313,000
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Goodwill and intangible asset impairment
Trade Names
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	$ 29,506,000	7,065,000
Additions	0	25,025,000
Amortization	(3,003,000)	(2,584,000)
Impairments	(5,428,000)
Deconsolidation of equity investment	0
Intangible assets, net reclassified to assets held for sale (see Note 4)	(9,080,000)
Foreign exchange	0	0
Ending balance	11,995,000	29,506,000
Technology and Intellectual Property
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	54,521,000	10,705,000
Additions	7,250,000	51,865,000
Amortization	(7,711,000)	(7,251,000)
Impairments	(6,009,000)
Deconsolidation of equity investment	(34,449,000)
Intangible assets, net reclassified to assets held for sale (see Note 4)	(5,718,000)
Foreign exchange	(2,034,000)	(798,000)
Ending balance	5,850,000	54,521,000
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	30,612,000	10,012,000
Additions	0	23,000,000
Amortization	(3,146,000)	(2,400,000)
Impairments	(6,191,000)
Deconsolidation of equity investment	0
Intangible assets, net reclassified to assets held for sale (see Note 4)	(7,758,000)
Foreign exchange	0	0
Ending balance	13,517,000	30,612,000
Lease
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	674,000	0
Additions	0	790,000
Amortization	(167,000)	(116,000)
Impairments	0
Deconsolidation of equity investment	0
Intangible assets, net reclassified to assets held for sale (see Note 4)	(507,000)
Foreign exchange	0	0
Ending balance	$ 0	$ 674,000

Intangible Assets - Narrative (

Intangible Assets - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Impairment charge for intangible assets	$ 17,628,000	$ 0
Amortization expense	14,027,000	12,351,000
Disposal Group, Held-for-sale, Not Discontinued Operations | Innovations Group
Finite-Lived Intangible Assets [Line Items]
Intangible assets noncurrent, assets held for sale	23,100,000
Trade Names
Finite-Lived Intangible Assets [Line Items]
Impairment charge for intangible assets	5,428,000
Amortization expense	3,003,000	2,584,000
Technology and Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Impairment charge for intangible assets	6,009,000
Amortization expense	7,711,000	7,251,000
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Impairment charge for intangible assets	6,191,000
Amortization expense	$ 3,146,000	$ 2,400,000
Minimum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	3 years
Minimum | Technology and Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	5 years
Minimum | Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	10 years
Maximum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	10 years
Maximum | Technology and Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	7 years

Intangible Assets - Schedule _2

Intangible Assets - Schedule of Estimated Amortization Expense Related to Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
2023	$ 4,131
2024	4,131
2025	4,131
2026	3,489
2027	2,963
Thereafter	12,517
Total	31,362	$ 115,313	$ 27,782
Trade Names
Finite-Lived Intangible Assets [Line Items]
2023	983
2024	983
2025	983
2026	983
2027	983
Thereafter	7,080
Total	11,995	29,506	7,065
Technology and Intellectual Property
Finite-Lived Intangible Assets [Line Items]
2023	1,532
2024	1,532
2025	1,532
2026	890
2027	364
Thereafter	0
Total	5,850	54,521	10,705
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
2023	1,616
2024	1,616
2025	1,616
2026	1,616
2027	1,616
Thereafter	5,437
Total	13,517	30,612	10,012
Lease
Finite-Lived Intangible Assets [Line Items]
Total	$ 0	$ 674	$ 0

Goodwill - Narrative (Details)

Goodwill - Narrative (Details) $ in Thousands		3 Months Ended			6 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Sep. 30, 2022 USD ($) segment	Mar. 31, 2022 USD ($)	Sep. 30, 2021 segment	Jun. 30, 2021 segment	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Goodwill [Line Items]
Goodwill			$ 5,500			$ 5,403
Number of operating business segments | segment	3	2		3	4	3
Impairment charge for goodwill	$ 297,900	$ 89,100				$ 94,643	$ 297,930
Disposal Group, Held-for-sale, Not Discontinued Operations | Innovations Group
Goodwill [Line Items]
Goodwill included in assets held for sale						$ 35,400

Goodwill - Schedule of Changes

Goodwill - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Jun. 09, 2022	Apr. 27, 2022	Mar. 26, 2022	Jan. 25, 2022	Dec. 31, 2021	Nov. 20, 2021
Goodwill [Roll Forward]
Beginning balance			$ 284,268	$ 284,268					$ 164,194
Measurement period adjustments			$ 5,500	5,403
Goodwill reclassified to assets held for sale (see Note 4)				(35,353)
Impairment	$ (297,900)	$ (89,100)		(94,643)					(297,930)
Foreign exchange									(2,973)
Ending balance	$ 284,268			$ 159,675					284,268
Thrasys
Goodwill [Roll Forward]
Beginning balance										$ 148,088
Measurement period adjustments									(4,124)	(4,124)
Ending balance										143,964
BHS
Goodwill [Roll Forward]
Beginning balance										16,106
Measurement period adjustments									(663)	(663)
Ending balance										$ 15,443
TTC
Goodwill [Roll Forward]
Beginning balance								$ 57,574
Measurement period adjustments								780	780
Business acquisition									57,574
Ending balance								$ 58,354
Glocal
Goodwill [Roll Forward]
Beginning balance							$ 91,871
Measurement period adjustments							30,042		24,575
Business acquisition									91,871
Ending balance							$ 121,913
Innovations Group
Goodwill [Roll Forward]
Beginning balance						$ 143,730
Measurement period adjustments						(76)			(76)
Business acquisition									143,730
Ending balance						$ 143,654
Cloudbreak
Goodwill [Roll Forward]
Beginning balance					$ 110,968
Measurement period adjustments					(3,749)				(3,658)
Business acquisition									$ 110,968
Ending balance					$ 107,219

Investments in Unconsolidated_2

Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 26, 2021	Nov. 20, 2020	Dec. 31, 2020	Mar. 25, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Aug. 27, 2021	Jun. 21, 2021	May 14, 2021
Schedule of Equity Method Investments [Line Items]
Amortization expense					$ 14,027	$ 12,351
Gain on consolidation of equity investment					$ 0	$ 640
Glocal
Schedule of Equity Method Investments [Line Items]
Step acquisition, ownership percentage after transaction	89.40%					94.81%	94.81%
Gain on consolidation of equity investment	$ 600
Acquisition percentage	45.94%							2.61%	1.80%	1%
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

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 182,500	$ 182,650
Less: unamortized original issue and debt discount	(36,538)	(62,140)
Total debt, net of unamortized original issue and debt discount	145,962	120,510
Less: current portion of debt	0	(22,093)
Noncurrent portion of debt	145,962	98,417
Other debt facilities (various maturities and interest rates)
Debt Instrument [Line Items]
Total debt	0	3,847
Convertible notes | 2025 Notes
Debt Instrument [Line Items]
Total debt	67,500	160,000
Convertible notes | 2026 Notes
Debt Instrument [Line Items]
Total debt	115,000	0
Notes Payable | Seller notes
Debt Instrument [Line Items]
Total debt	0	18,680
Unsecured Debt | Provider Relief and EIDL Funds
Debt Instrument [Line Items]
Total debt	$ 0	$ 123

Debt - Narrative (Details)

Debt - Narrative (Details) $ / shares in Units, ₨ in Millions							1 Months Ended					3 Months Ended	4 Months Ended	6 Months Ended	12 Months Ended
	Dec. 15, 2022	Aug. 18, 2022 USD ($) $ / shares shares	Aug. 12, 2022 USD ($) $ / shares shares	Jun. 15, 2021 USD ($) $ / shares shares	Jun. 09, 2021 USD ($) shares	Mar. 23, 2021 USD ($)	Aug. 31, 2022 USD ($)	Aug. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Feb. 28, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2020 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) quarterly_installment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) loan	Mar. 31, 2023	Mar. 31, 2022 USD ($)	Dec. 31, 2021 INR (₨)	Jan. 24, 2021 USD ($)	Jan. 06, 2021 USD ($)	Nov. 30, 2020 USD ($)	Apr. 30, 2020 USD ($) loan_agreement
Debt Instrument [Line Items]
Interest Expense															$ 26,500,000	$ 19,516,000
Gain (loss) on extinguishment of debt															(14,610,000)	151,000
Payments of debt issuance costs															1,475,000	8,100,000
Stock issued during period, reverse stock splits (in shares) | shares		115,000
Stock issued during period, reverse stock splits		$ 700,000
Repayments of notes to related parties															0	4,200,000
Total debt												$ 182,650,000			182,500,000	182,650,000
Carrying or outstanding amount of debt												120,510,000			145,962,000	120,510,000
Debt, current												22,093,000			0	22,093,000
Repayments of seller notes															18,680,000	99,207,000
Thrasys | Affiliated Entity
Debt Instrument [Line Items]
Interest expense															42,000	28,000
Repayments of notes to related parties															400,000	0
Accrued interest on debt												39,000			0	39,000
Notes payable to related parties												700,000			$ 200,000	700,000
Notes payable to related parties, interest rate															3.50%
Number of quarterly installments | quarterly_installment															8
BHS
Debt Instrument [Line Items]
Note payable																							$ 100,000
2026 Notes | Convertible notes
Debt Instrument [Line Items]
Principal amount			$ 3,000,000	$ 160,000,000
Debt instrument, interest rate				6.25%
Convertible, shares issuable (in shares) | shares			1,079,812	1,502,347
Conversion price (in dollars per share) | $ / shares			$ 106.50	$ 106.50
Proceeds from issuance of long-term debt				$ 151,900,000
Debt issuance costs		2,200,000		$ 8,100,000
Fair value of derivative liability												8,000,000			$ 100,000	8,000,000
Interest Expense															3,800,000	6,000,000
Contractual interest expense															1,300,000	2,500,000
Derivative accretion															2,200,000	3,100,000
Debt issuance costs amortization															300,000	400,000
Gain on fair value of derivative liability															7,500,000	53,800,000
Repayments of convertible debt		45,000,000	$ 45,000,000
Debt instrument, fact amount, per instrument			$ 2,000,000
Debt repurchase, percentage of principal amount			100%
Gain (loss) on extinguishment of debt															(14,600,000)
Total debt												0			115,000,000	0
2025 Notes | Convertible notes
Debt Instrument [Line Items]
Principal amount		$ 67,500,000
Convertible, shares issuable (in shares) | shares		3,857,142
Conversion price (in dollars per share) | $ / shares		$ 17.50
Contractual interest expense															2,100,000
Debt issuance costs amortization															200,000
Debt repurchase, percentage of principal amount		105%
Proceeds from debt		$ 22,500,000
Payments of debt issuance costs		$ 1,500,000
Debt instrument, interest rate floor (percent)	12.21%	10.50%
Debt redemption, repurchase increment		$ 1,000
Sale of assets, net proceeds threshold for repurchase		$ 15,000,000
Sale of assets, cash repurchase price as a percentage of net proceeds		20%
Sale of assets, net proceeds threshold, redemption price percentage		100%
Interest expense															$ 2,300,000
Effective interest rate															13.53%
Total debt												160,000,000			$ 67,500,000	160,000,000
2025 Notes | Convertible notes | Subsequent Event
Debt Instrument [Line Items]
Effective interest rate																		14.03%
2025 Notes | Convertible notes | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate (percent)		9%
Loan Agreement
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt					$ 0
Unamortized debt issuance costs					0
Loan Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Debt paid off					1,800,000
Loan Agreement | Line of Credit | Revolving Credit Facility | TTC
Debt Instrument [Line Items]
Maximum borrowings																					$ 1,800,000
Loan Agreement | Term Loan
Debt Instrument [Line Items]
Debt paid off					9,100,000
Loan Agreement | Term Loan | TTC
Debt Instrument [Line Items]
Principal amount																					$ 10,800,000
INR-denominated term loans | Secured Debt | Glocal
Debt Instrument [Line Items]
Total debt												700,000				700,000
Repayments of long-term debt														$ 100,000
Accrued interest on debt												23,000				23,000
Debt forgiven												2,300,000
INR-denominated term loans | Secured Debt | Glocal | Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate															11.15%
INR-denominated term loans | Secured Debt | Glocal | Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate															16.25%
INR-denominated term loans | Secured Debt | Glocal | INR
Debt Instrument [Line Items]
Carrying or outstanding amount of debt | ₨																				₨ 54
2021 Note | Convertible notes
Debt Instrument [Line Items]
Principal amount						$ 4,100,000
Debt instrument, interest rate						15%
Proceeds from issuance of long-term debt						$ 3,000,000
Debt issuance costs						1,000,000
Gain (loss) on extinguishment of debt					(31,000)
Payments of debt issuance costs						100,000
Repayments of long-term debt					$ 3,600,000
Converted amount						$ 500,000
Debt instrument, term (in years)						9 months
Debt conversion, shares issued (in shares) | shares					50,000
Write off of debt issuance costs					$ 500,000
2026 5% Note | Convertible notes
Debt Instrument [Line Items]
Principal amount																						$ 1,500,000
Debt instrument, interest rate																						5%
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
Paycheck Protection Program Loans | Medium-term Notes | Paycheck Protection Program, CARES Act
Debt Instrument [Line Items]
Debt instrument, interest rate																								1%
Paycheck Protection Program Loans | Medium-term Notes | TTC | Paycheck Protection Program, CARES Act
Debt Instrument [Line Items]
Principal amount																								$ 1,900,000
Debt forgiven									$ 300,000	$ 900,000							$ 700,000
Number of loan agreements | loan_agreement																								5
Number of loans fully forgiven | loan																	3
Paycheck Protection Program Loans | Medium-term Notes | Thrasys | Paycheck Protection Program, CARES Act
Debt Instrument [Line Items]
Principal amount																	$ 500,000							$ 500,000
Paycheck Protection Program Loans | Medium-term Notes | BHS | Paycheck Protection Program, CARES Act
Debt Instrument [Line Items]
Principal amount												1,000,000				1,000,000								$ 1,000,000
Provider Relief and EIDL Funds | Unsecured Debt
Debt Instrument [Line Items]
Total debt												123,000			$ 0	123,000
Provider Relief and EIDL Funds | Unsecured Debt | TTC
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt											$ 500,000
Funds used																			$ 500,000
Provider Relief and EIDL Funds | Unsecured Debt | BHS
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt													$ 200,000
Funds used																			100,000
Debt, current																			$ 100,000
Seller notes | Notes Payable
Debt Instrument [Line Items]
Principal amount												18,700,000			0	18,700,000
Interest expense															1,200,000	1,600,000
Total debt												18,680,000			0	18,680,000
Accrued interest on debt												$ 700,000			$ 0	$ 700,000
Repayments of seller notes					$ 88,100,000		$ 18,700,000	$ 11,100,000
Accrued interest							$ 1,900,000
Senior financing facility | Senior notes
Debt Instrument [Line Items]
Facility fee					$ 500,000

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt Contractual Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 0
2024	0
2025	67,500
2026	115,000
2027	0
Total	$ 182,500	$ 182,650

Fair Value of Financial Instr_2

Fair Value of Financial Instruments - Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Warrant liability	$ 9	$ 252
Money market funds
Assets:
Cash equivalents - money market funds	1,681	45,006
Fair Value, Recurring
Assets:
Total assets	1,681	45,006
Liabilities:
Derivative liability	56	7,977
Warrant liability	9	252
Total liabilities	65	8,229
Fair Value, Recurring | Level 1
Assets:
Total assets	1,681	45,006
Liabilities:
Derivative liability	0	0
Warrant liability	0	0
Total liabilities	0	0
Fair Value, Recurring | Level 2
Assets:
Total assets	0	0
Liabilities:
Derivative liability	0	0
Warrant liability	9	252
Total liabilities	9	252
Fair Value, Recurring | Level 3
Assets:
Total assets	0	0
Liabilities:
Derivative liability	56	7,977
Warrant liability	0	0
Total liabilities	56	7,977
Fair Value, Recurring | Money market funds
Assets:
Cash equivalents - money market funds	1,681	45,006
Fair Value, Recurring | Money market funds | Level 1
Assets:
Cash equivalents - money market funds	1,681	45,006
Fair Value, Recurring | Money market funds | Level 2
Assets:
Cash equivalents - money market funds	0	0
Fair Value, Recurring | Money market funds | Level 3
Assets:
Cash equivalents - money market funds	$ 0	$ 0

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Amortized Cost	$ 15,557	$ 58,192
Money market funds
Cash and Cash Equivalents [Line Items]
Amortized Cost	1,681	45,006
Fair Value	$ 1,681	$ 45,006

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative liability, noncurrent
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other income, net, including interest income
Warrant liabilities, noncurrent	$ 9	$ 252
Gain on fair value of warrant liabilities	$ 242	$ 1,595
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value price of warrants (in dollars per share)	$ 0.01	$ 0.29
Warrant liabilities, noncurrent	$ 6	$ 200
Gain on fair value of warrant liabilities	$ 200	$ 300
PIPE Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value price of warrants (in dollars per share)	$ 0.01	$ 0.29
Warrant liabilities, noncurrent	$ 3	$ 100
Gain on fair value of warrant liabilities	100	1,300
2026 Notes | Convertible notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivative liability	100	8,000
Gain on fair value of derivative liability	$ 7,500	$ 53,800

Fair Value of Financial Instr_5

Fair Value of Financial Instruments - Schedule of Fair Value Significant Assumptions (Details) - Level 3	Dec. 31, 2022 Year $ / shares	Dec. 31, 2021 $ / shares Year
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	1.63	22.40
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.950	0.825
Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.0417	0.0118
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	106.50	106.50
Expected life (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input | Year	3.44	4.44
Conversion periods | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input | Year	2	2
Conversion periods | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input | Year	4	5
Future share price | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.10	0.10
Future share price | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	405.60	340.50

Fair Value of Financial Instr_6

Fair Value of Financial Instruments - Change in Fair Value of Level 3 Derivative Liability (Details) - Derivative liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period	$ 7,977,000	$ 0
Issuance	0	61,823,000
Settlement	(392,000)
Change in fair value	(7,529,000)	(53,846,000)
Fair value, end of period	$ 56,000	$ 7,977,000

Capital Structure - Narrative (

Capital Structure - Narrative (Details)																	1 Months Ended							6 Months Ended		12 Months Ended
		Mar. 13, 2023 USD ($) $ / shares	Mar. 09, 2023 $ / shares shares	Dec. 31, 2022 USD ($) trading_day $ / shares shares		Dec. 08, 2022	Jan. 01, 2022 shares	Oct. 07, 2021 $ / shares shares	Aug. 12, 2021 officer shares	Jun. 09, 2021 USD ($) shares	Jun. 08, 2021 USD ($) $ / shares shares	Jun. 04, 2021 shares	Nov. 20, 2020 shares	Jun. 05, 2019 $ / shares shares	May 01, 2019 USD ($) $ / shares shares	Mar. 12, 2019 USD ($) $ / shares shares	Apr. 30, 2022 USD ($) shares	Oct. 31, 2021 USD ($) shares	Sep. 30, 2021 shares	Aug. 31, 2021 USD ($)	Jun. 30, 2019 shares	May 31, 2019 shares	Apr. 30, 2019 shares	Dec. 31, 2021 USD ($) $ / shares shares		Dec. 31, 2022 USD ($) trading_day $ / shares shares		Dec. 31, 2021 USD ($) $ / shares shares		Dec. 05, 2022 $ / shares	Jan. 07, 2022 d $ / shares	Jun. 30, 2021 shares	Jun. 03, 2021 d $ / shares shares	Jun. 19, 2015 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reverse stock split ratio						0.1
Exchange ratio										10.28
Preferred stock, authorized (in shares)				1,000,000																						1,000,000
Preferred stock, par value (in dollars per share) | $ / shares				$ 0.0001																						$ 0.0001
Preferred stock, outstanding (in shares)				0																				0		0		0
Common stock authorized (in shares)	[1]			30,000,000																				30,000,000		30,000,000		30,000,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001	[1]			$ 0.0001																$ 0.0001	[1]	$ 0.0001	[1]	$ 0.0001	[1]	$ 0.0001
Common stock issued (in shares)	[1]			15,054,431																				14,427,900		15,054,431		14,427,900
Common stock outstanding (in shares)	[1]			15,054,431																				14,427,900		15,054,431		14,427,900
Placement fee costs | $	[2]																											$ 3,300,000
Warrants outstanding (in shares)				1,811,749																						1,811,749
Warrant liabilities, noncurrent | $				$ 9,000																				$ 252,000		$ 9,000		252,000
Gain on fair value of warrant liabilities | $																										242,000		1,595,000
Forward share purchase liability | $				$ 0																				$ 18,051,000		0		18,051,000
Payments for repurchase of stock | $																										$ 18,521,000		0
Common stock reserved for issuance (in shares)				8,851,000																						8,851,000
Stock-based compensation | $																										$ 6,500,000		$ 1,000,000
Cloudbreak
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares options (in shares)										1,576,670
Shares options | $										$ 99,000,000
Unvested options assumed (in shares)										134,943
Unvested options, fair value | $										$ 600,000
Cloudbreak 2015 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense related to stock options | $				$ 100,000																						$ 100,000
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant																								560,815				560,815
Common stock reserved for issuance (in shares)				1,086,452								1,642,081														1,086,452
Common stock reserved for issuance increase, percentage of common stock outstanding												5%
Additional shares authorized (in shares)							721,395
Restricted stock awards (RSA) | 2021 Equity Incentive Plan | Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of awards outstanding | $																				$ 46,600,000
Restricted stock awards (RSA) | 2021 Equity Incentive Plan | Consultant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted/issued (in shares)																			2,862
Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period expected to be recognized (in years)																										1 year 10 months 9 days
Common stock reserved for issuance (in shares)				878,000																						878,000
Unrecognized stock-based compensation expense related to RSUs | $				$ 4,600,000																						$ 4,600,000
Restricted stock units (RSUs) | 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted/issued (in shares)																								1,078,000		1,206,000
Outstanding awards (in shares)				878,000																				1,069,000		878,000		1,069,000				0
Restricted stock units (RSUs) | 2021 Equity Incentive Plan | Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted/issued (in shares)									466,027
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)				138,000																						138,000
Stock options | Cloudbreak 2015 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period expected to be recognized (in years)				1 year 6 months 18 days
GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share) | $ / shares														$ 0.0001
Stock dividend (in shares)																					0.0154		0.049
GigCapital2 Sponsor and Northland Gig2 Investment LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock outstanding (in shares)																							373,250
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)				430,750																						430,750
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)													53,618
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)													342,732
Cloudbreak | Cloudbreak 2015 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)																																		2,200,000
KAF | Forward Share Purchase Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be repurchased (in shares)																								170,000				170,000					170,000
Number of business days required for notice | d																															3		3
Authorized price per share (in dollars per share) | $ / shares																															$ 106.41		$ 103.02
Authorized monthly increase in price per share (in dollars per share) | $ / shares																															$ 0.8460		0.8460
Price per share, minimum price required to sell shares in the open market after closing (in dollars per share) | $ / shares																																	$ 101
Price per share (in dollars per share) | $ / shares																								$ 100				$ 100
Forward share purchase liability | $																								$ 18,100,000				$ 18,100,000
Escrow deposit | $																		$ 18,100,000						18,100,000				18,100,000
Number of shares repurchased (in shares)				170,000													170,000
Payments for repurchase of stock | $																	$ 18,100,000
Payments for interest | $																	$ 400,000
Public Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares				$ 115																						$ 115
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				0.10																						$ 0.10
Minimum redemption notice period (in days)																										30 days
Minimum stock price trigger for redemption (in dollars per share) | $ / shares				$ 180																						$ 180
Threshold trading days | trading_day				20																						20
Threshold trading days, period (in days)																										30 days
Warrants outstanding (in shares)				1,725,000																						1,725,000
Common stock reserved for issuance (in shares)				1,725,000																						1,725,000
Private Placement Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding (in shares)				56,750																						56,750
Warrant liabilities, noncurrent | $				$ 6,000																				200,000		$ 6,000		200,000
Gain on fair value of warrant liabilities | $																										$ 200,000		300,000
Common stock reserved for issuance (in shares)				57,000																						57,000
PIPE Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding (in shares)				29,999																						29,999
Warrant liabilities, noncurrent | $				$ 3,000																				$ 100,000		$ 3,000		100,000
Gain on fair value of warrant liabilities | $																										$ 100,000		$ 1,300,000
Common stock reserved for issuance (in shares)				30,000																						30,000
Over-Allotment Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)																		345,000
Option to purchase additional shares, period (in days)																		30 days
Over-Allotment Option | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)														56,750
Founder Shares | GigCapital2 Sponsor and Northland Gig2 Investment LLC | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)																250,000
Price per share (in dollars per share) | $ / shares															$ 0.0670	$ 0.10
Purchase price received on transaction | $																$ 25,000
Founder Shares | EarlyBirdCapital. Inc. | GigCapital2 Sponsor and Northland Gig2 Investment LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)																						6,804
Founder Shares | EarlyBird Group | GigCapital2 Sponsor and Northland Gig2 Investment LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)															3,196
Founder Shares | EarlyBirdCapital, Inc. and EarlyBird Group | GigCapital2 Sponsor and Northland Gig2 Investment LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price received on transaction | $															$ 6,700,000
Private Placement | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001
Number of shares issued or sold (in shares)			1,650,000
Price per share (in dollars per share) | $ / shares		$ 1.50
Purchase price received on transaction | $		$ 4,500,000
Exercise price of warrants (in dollars per share) | $ / shares		$ 2.04
Number of additional shares			1,350,000
Private Placement | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)											300,000			49,250
Price per share (in dollars per share) | $ / shares											$ 100			$ 100
Purchase price received on transaction | $											$ 28,500,000
Placement fee costs | $											$ 1,500,000
Exercise price of warrants (in dollars per share) | $ / shares											$ 115			$ 115
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
Number of securities called by warrants (in shares)											29,999
Number of warrants per ten shares (in shares)											1
Purchase price, gross | $											$ 30,000,000
Private Placement | EarlyBirdCapital. Inc. | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)														2,990
Private Placement | GigCapital2 Sponsor | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)														48,125
Private Placement | Northland Gig2 Investment LLC | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)														5,635
Private Placement | Series A Warrants | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)			3,000,000
Warrant term			5 years
Warrant vesting term			6 months
Number of securities called by warrants (in shares)			3,000,000
Private Placement | Series B Warrants | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant term			2 years
Warrant vesting term			6 months
Number of securities called by warrants (in shares)			3,000,000
Private Placement | Pre-Funded Warrants | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price per share (in dollars per share) | $ / shares		1.4999
Exercise price of warrants (in dollars per share) | $ / shares		$ 0.0001
Second Private Placement | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)														7,500
Price per share (in dollars per share) | $ / shares														$ 100
Private Placement, Private Underwriter Shares | Northland Gig2 Investment LLC | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)														10,000
Price per share (in dollars per share) | $ / shares														$ 100
Second Private Placement, Private Underwriter Shares | Northland Gig2 Investment LLC | GigCapital2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)														2,000
Price per share (in dollars per share) | $ / shares														$ 100
Public Offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)								2,300,000
Price per share (in dollars per share) | $ / shares								$ 1.75
Public Offering and Over-Allotment Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price received on transaction | $																		$ 46,300,000
Placement fee costs | $																		$ 3,300,000
[1] Amounts as of December 31, 2021 differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022. (2) Amounts as of September 30, 2022 and before that date differ from those published in our prior condensed consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022.

Capital Structure - Schedule of

Capital Structure - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2022	Jun. 04, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	8,851,000
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)	1,086,452	1,642,081
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)	1,725,000
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)	57,000
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)	30,000
2025 Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	3,857,000
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)	1,080,000
Restricted stock units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	878,000
Stock options outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	138,000

Capital Structure - Summary of

Capital Structure - Summary of Stock Option Activity (Details) - Cloudbreak 2015 Incentive Plan - $ / shares	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Number of Stock Options
Options outstanding - balance at beginning of period (in shares)	171,000	151,000
Options granted (in shares)	0
Options exercised (in shares)	(20,000)	(10,000)
Options forfeited or expired (in shares)	0	(3,000)
Options outstanding - balance at end of period (in shares)	151,000	138,000
Vested and expected to vest (in shares)		138,000
Exercisable (in shares)		135,000
Weighted Average Exercise Price per Stock Option
Options outstanding - balance at beginning of period (in dollars per shares)	$ 44.51	$ 48.15
Options granted (in dollars per share)	0
Options exercised (in dollars per share)	16.30	2.40
Options forfeited or expired (in dollars per share)	0	73.80
Options outstanding - balance at end of period (in dollars per shares)	$ 48.15	50.76
Vested and expected to vest (in dollars per share)		50.76
Exercisable (in dollars per share)		$ 50.23

Capital Structure - Summary o_2

Capital Structure - Summary of RSU Activity (Details) - Restricted stock units (RSUs) - 2021 Equity Incentive Plan - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Number of Shares
Outstanding at beginning of period (in shares)	0	1,069,000
RSUs granted (in shares)	1,078,000	1,206,000
RSUs vested and issued (in shares)	(9,000)	(846,000)
RSUs forfeited (in shares)	0	(552,000)
Outstanding at end of period (in shares)	1,069,000	878,000
Weighted Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)	$ 0	$ 54.62
RSUs granted (in dollars per share)	54.32	5.08
RSUs vested and issued (in dollars per share)	19.30	62.09
RSUs forfeited (in dollars per share)	0	9.98
Outstanding at end of period (in dollars per share)	$ 54.62	$ 7.42

Income Taxes - Schedule of Loss

Income Taxes - Schedule of Loss before Income Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal	$ (346,468)	$ (225,970)
Foreign	114,149	(116,803)
Net loss before income tax benefit	$ (232,319)	$ (342,773)

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 0	$ 39
State	159	26
Foreign	0	0
Total current expense	159	65
Deferred:
Federal	(7,192)	(1,520)
State	(1,435)	(167)
Foreign	(916)	(815)
Total deferred benefit	(9,543)	(2,502)
Income tax benefit	$ (9,384)	$ (2,437)

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Amount
Income (loss) before income tax	$ (232,319)	$ (342,773)
Federal statutory income tax	(48,787)	(71,982)
State income tax, net of federal benefit	(9,324)	(147)
Foreign differential rate	(357)	(138)
Goodwill impairment	18,380	60,952
Transactions costs	187	7,523
Permanently disallowed interest expense	2,544	1,663
Valuation allowance	51,670	0
Deconsolidation of subsidiary	(24,766)	0
Other	1,069	(308)
Income tax benefit	$ (9,384)	$ (2,437)
Tax Rate
Federal statutory income tax	21%	21%
State income tax, net of federal benefit	4.01%	0.04%
Foreign differential rate	0.15%	0.04%
Goodwill impairment	(7.91%)	(17.79%)
Transactions costs	(0.08%)	(2.20%)
Permanently disallowed interest expense	(1.10%)	(0.48%)
Valuation allowance	(22.24%)	0%
Deconsolidation of subsidiary	10.66%	0%
Other	(0.46%)	0.10%
Effective income tax rate	4.04%	0.71%

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets
Accrued expenses	$ 5,863	$ 4,877
Transactions costs	88	139
Net operating loss carryforwards	10,208	6,859
Stock compensation	2,109	2,220
Allowance of doubtful accounts	4,097	6,317
Disallowed interest expense	789	447
Unrealized (gain) loss from fair market value adjustment on derivatives	14	(13,635)
Investment in Glocal	40,432	0
Other	865	0
Total deferred tax assets	64,465	7,224
Deferred Tax Liabilities
Property, plant and equipment	(1,169)	(9,287)
Intangibles	(5,156)	(28,166)
Convertible debt accretion	(7,670)	1,980
Other	0	(32)
Total deferred tax liabilities	(13,995)	(35,505)
Less: Valuation allowance	(51,670)	0
Net deferred tax asset (liability)	$ (1,200)	$ (28,281)

Income Taxes- Narrative (Detail

Income Taxes- Narrative (Details) - USD ($)	12 Months Ended	24 Months Ended
	Dec. 31, 2022	Dec. 31, 2009	Dec. 31, 2021	Dec. 31, 2020
Income Tax Examination [Line Items]
Deferred tax assets valuation allowance	$ 51,670,000		$ 0
Accumulated unremitted earnings from foreign subsidiaries	0		0
Unrecognized tax benefits	0		$ 1,703,000	$ 0
Domestic Tax Authority
Income Tax Examination [Line Items]
NOL carryforward	7,800,000
State and Local Jurisdiction
Income Tax Examination [Line Items]
NOL carryforward	1,400,000
Thrasys
Income Tax Examination [Line Items]
Long-term capital gain on sale		$ 15,000,000
Interest on tax, accrued	200,000
Internal Revenue Service (IRS) | Thrasys
Income Tax Examination [Line Items]
Assertion of tax owed	$ 5,000,000
Interest on tax, percentage	4%
Potential interest expense	$ 3,000,000
California Franchise Tax Board | Thrasys
Income Tax Examination [Line Items]
Assertion of tax owed	$ 1,300,000

Income Taxes - Unrecognized Tax

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Activity Related to Unrecognized Tax Benefits
Beginning balance	$ 0	$ 1,703	$ 0
Changes for prior year tax positions		1,703
Changes for prior year tax positions	(1,703)
Ending balance	$ 0	$ 1,703

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Earnings (Loss) Per Share (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 09, 2021
Numerator:
Net loss attributable to UpHealth, Inc. | $	$ (223,000,000)	$ (341,023,000)
Denominator:
Weighted average shares outstanding (in shares) | shares	14,699,000	10,703,000
Basic (in dollars per share)	$ (15.17)	$ (31.86)
Diluted (in dollars per share)	$ (15.17)	$ (31.86)
Exchange ratio			10.28

Earnings (Loss) Per Share - Nar

Earnings (Loss) Per Share - Narrative (Details) - $ / shares shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	1.8	1.8
Potentially dilutive shares, price per share (in dollars per share)	$ 115	$ 115
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	0.1	0.2
Restricted stock units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	0.9	0.5
Senior convertible notes | 2025 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	3.9
Potentially dilutive shares, price per share (in dollars per share)	$ 17.50
Senior convertible notes | 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	1.5	1.5
Potentially dilutive shares, price per share (in dollars per share)	$ 106.50	$ 106.50
Forward share purchase agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	0.2	0.2

Employee Benefit Plans (Details

Employee Benefit Plans (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) defined_contribution_plan	Dec. 31, 2021 USD ($) defined_contribution_plan
Retirement Benefits [Abstract]
Number of defined contribution plans | defined_contribution_plan	1	6
Employer discretionary contributions	$ 400,000	$ 0
Continuous service rendered (in years)	5 years
Unfunded status		6,000
Net periodic pension cost		$ 100,000

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 09, 2021
Related Party Transaction [Line Items]
Unpaid guaranteed payments	$ 229,000	$ 47,000
Affiliated Entity
Related Party Transaction [Line Items]
Accrued preferred dividends			$ 4,200,000
Affiliated Entity | Guaranteed Payments
Related Party Transaction [Line Items]
Related party expense	4,300,000	5,300,000
Unpaid guaranteed payments	500,000	300,000
Former Shareholder and Chairman | Management fees
Related Party Transaction [Line Items]
Related party expense	0	200,000
Unpaid management fees	$ 0	$ 0

Related Party Transactions - Du

Related Party Transactions - Due To And Due From Related Parties (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Due from related parties	$ 14	$ 40
Due to related parties	$ 229	$ 47

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details) - segment		3 Months Ended		6 Months Ended	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2022
Segment Reporting [Abstract]
Number of operating business segments	3	2	3	4	3
Number of non-operating business segments				1	1

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total revenues	$ 40,497	$ 118,306	$ 158,803	$ 123,795
Gross profit	18,215	$ 51,940	70,155	39,814
Total assets	339,804		339,804	569,307
Integrated Care Management
Segment Reporting Information [Line Items]
Total revenues			18,010	31,886
Gross profit			13,687	10,316
Total assets	44,776		44,776	156,106
Virtual Care Infrastructure
Segment Reporting Information [Line Items]
Total revenues			64,997	36,569
Gross profit			29,882	12,633
Total assets	140,776		140,776	217,668
Services
Segment Reporting Information [Line Items]
Total revenues			75,796	55,340
Gross profit			26,586	16,865
Total assets	124,980		124,980	127,114
Corporate
Segment Reporting Information [Line Items]
Total assets	$ 29,272		$ 29,272	$ 68,419

Segment Reporting - Total Asset

Segment Reporting - Total Assets by Geography (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total assets	$ 339,804	$ 569,307
Americas
Segment Reporting Information [Line Items]
Total assets	339,804	481,705
Asia
Segment Reporting Information [Line Items]
Total assets	$ 0	$ 87,602

Leases - Narrative (Details)

Leases - Narrative (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) office
Operating Leased Assets [Line Items]
Accumulated amortization related to finance lease assets		$ 3,100
Rent expense			$ 4,300
Sublease revenue			300
Lease abandonment expenses	$ 75	$ 75	$ 915
Number of offices related to lease abandonment | office			5
Minimum | Real Estate
Operating Leased Assets [Line Items]
Lease term		1 year
Lease renewal term		1 year
Minimum | Equipment
Operating Leased Assets [Line Items]
Lease term		1 year
Maximum | Real Estate
Operating Leased Assets [Line Items]
Lease term		7 years
Lease renewal term		6 years
Maximum | Equipment
Operating Leased Assets [Line Items]
Lease term		3 years

Leases - Components of Lease Ex

Leases - Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Amortization of right-of-use assets	$ 3,083
Interest on lease liabilities	312
Operating lease costs	3,601
Short-term lease costs	464
Variable lease costs	354
Sublease income	(643)
Total lease costs	7,171
Third Party
Lessee, Lease, Description [Line Items]
Amortization of right-of-use assets	3,083
Interest on lease liabilities	312
Operating lease costs	3,209
Short-term lease costs	108
Variable lease costs	354
Sublease income	(643)
Total lease costs	6,423
Related Party
Lessee, Lease, Description [Line Items]
Amortization of right-of-use assets	0
Interest on lease liabilities	0
Operating lease costs	392
Short-term lease costs	356
Variable lease costs	0
Sublease income	0
Total lease costs	$ 748

Leases - Lease-Related Assets a

Leases - Lease-Related Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Finance lease right-of-use assets (included in property, plant and equipment, net)	$ 5,916
Operating lease right-of-use assets	7,213	$ 7,200	$ 0
Total leased assets	13,129
Current finance lease liabilities	3,023
Current operating lease liabilities	2,452
Lease liabilities, current	5,475		2,404
Noncurrent finance lease liabilities	2,976
Noncurrent operating lease liabilities	5,765
Lease liabilities, noncurrent	8,741		$ 2,644
Total leased liabilities	$ 14,216
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, noncurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, noncurrent
Third Party
Lessee, Lease, Description [Line Items]
Finance lease right-of-use assets (included in property, plant and equipment, net)	$ 5,916
Operating lease right-of-use assets	5,819
Total leased assets	11,735
Current finance lease liabilities	3,023
Current operating lease liabilities	2,130
Lease liabilities, current	5,153
Noncurrent finance lease liabilities	2,976
Noncurrent operating lease liabilities	4,672
Lease liabilities, noncurrent	7,648
Total leased liabilities	12,801
Related Party
Lessee, Lease, Description [Line Items]
Finance lease right-of-use assets (included in property, plant and equipment, net)	0
Operating lease right-of-use assets	1,394
Total leased assets	1,394
Current finance lease liabilities	0
Current operating lease liabilities	322
Lease liabilities, current	322
Noncurrent finance lease liabilities	0
Noncurrent operating lease liabilities	1,093
Lease liabilities, noncurrent	1,093
Total leased liabilities	$ 1,415

Leases - Company's Lease Term a

Leases - Company's Lease Term and Discount Rate Assumptions (Details)	Dec. 31, 2022
Weighted-average remaining lease term (years):
Finance leases	1 year 9 months 3 days
Operating leases	3 years 8 months 4 days
Leases, Weighted Average Discount Rate [Abstract]
Finance leases	5.60%
Operating leases	6.50%
Third Party
Weighted-average remaining lease term (years):
Finance leases	2 years 1 month 2 days
Operating leases	3 years 7 months 20 days
Leases, Weighted Average Discount Rate [Abstract]
Finance leases	5.90%
Operating leases	6.70%
Related Party
Weighted-average remaining lease term (years):
Operating leases	3 years 11 months 1 day
Leases, Weighted Average Discount Rate [Abstract]
Operating leases	5.30%

Leases - Undiscounted Future Mi

Leases - Undiscounted Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Finance Leases
2023	$ 3,269
2024	2,373
2025	713
2026	0
2027	0
Thereafter	0
Total lease payments	6,355
Less: Interest	356
Present value of lease liabilities	5,999
Lease liabilities included in Liabilities Held for Sale (see Note 4)	0
Total lease liabilities	$ 5,999
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current, Lease liabilities, noncurrent
Operating Leases
2023	$ 3,376
2024	2,806
2025	2,378
2026	1,352
2027	457
Thereafter	382
Total lease payments	10,751
Less: Interest	1,236
Present value of lease liabilities	9,515	$ 8,200
Lease liabilities included in Liabilities Held for Sale (see Note 4)	(1,298)
Total lease liabilities	$ 8,217
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current, Lease liabilities, noncurrent	Lease liabilities, current, Lease liabilities, noncurrent
Third Party
Finance Leases
2023	$ 3,269
2024	2,373
2025	713
2026	0
2027	0
Thereafter	0
Total lease payments	6,355
Less: Interest	356
Present value of lease liabilities	5,999
Lease liabilities included in Liabilities Held for Sale (see Note 4)	0
Total lease liabilities	5,999
Operating Leases
2023	2,990
2024	2,385
2025	1,951
2026	1,029
2027	457
Thereafter	382
Total lease payments	9,194
Less: Interest	1,094
Present value of lease liabilities	8,100
Lease liabilities included in Liabilities Held for Sale (see Note 4)	(1,298)
Total lease liabilities	6,802
Related Party
Finance Leases
2023	0
2024	0
2025	0
2026	0
2027	0
Thereafter	0
Total lease payments	0
Less: Interest	0
Present value of lease liabilities	0
Lease liabilities included in Liabilities Held for Sale (see Note 4)	0
Total lease liabilities	0
Operating Leases
2023	386
2024	421
2025	427
2026	323
2027	0
Thereafter	0
Total lease payments	1,557
Less: Interest	142
Present value of lease liabilities	1,415
Lease liabilities included in Liabilities Held for Sale (see Note 4)	0
Total lease liabilities	$ 1,415

Leases - Assets and Liabilities

Leases - Assets and Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
Leased property under capital leases, less accumulated amortization	$ 5,013
Current: obligations under capital leases	2,404
Noncurrent: obligations under capital leases	2,644
Capital Lease Obligations	$ 5,049

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 2,623
2023	1,749
2024	962
Less: Interest	(286)
Total finance lease liability	$ 5,049

Commitments and Contingencies -

Commitments and Contingencies - Contingencies Narrative (Details) - Advisory services agreement dispute $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Loss Contingencies [Line Items]
Damages sought	$ 31
Current accrual loss provision	8
Minimum
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	8
Maximum
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	$ 26.3

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 13, 2023	Mar. 09, 2023	Feb. 26, 2023	Dec. 31, 2022	[1]	Dec. 05, 2022	Dec. 31, 2021	[1]	Oct. 07, 2021
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)				$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Private Placement | Subsequent Event
Subsequent Event [Line Items]
Number of shares issued or sold (in shares)		1,650,000
Common stock, par value (in dollars per share)		$ 0.0001
Price per share (in dollars per share)	$ 1.50
Exercise price of warrants (in dollars per share)	$ 2.04
Purchase price received on transaction	$ 4,500
Number of additional shares		1,350,000
Private Placement | Series A Warrants | Subsequent Event
Subsequent Event [Line Items]
Number of shares issued or sold (in shares)		3,000,000
Warrant vesting term		6 months
Warrant term		5 years
Number of securities called by warrants (in shares)		3,000,000
Private Placement | Series B Warrants | Subsequent Event
Subsequent Event [Line Items]
Warrant vesting term		6 months
Warrant term		2 years
Number of securities called by warrants (in shares)		3,000,000
Private Placement | Pre-Funded Warrants | Subsequent Event
Subsequent Event [Line Items]
Price per share (in dollars per share)	$ 1.4999
Exercise price of warrants (in dollars per share)	$ 0.0001
Innovations Group, to Belmar MidCo, Inc | Subsequent Event
Subsequent Event [Line Items]
Ownership percentage			100%
[1] Amounts as of December 31, 2021 differ from those published in our prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, Organization and Business ). Specifically, the number of common shares outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 10:1, such that each ten shares of common stock were combined and reconstituted into one share of common stock effective December 8, 2022.