UpHealth (UPHL) 10-Q 10 Aug 23 2023 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 09, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-38924
Entity Registrant Name	UpHealth, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3838045
Entity Address, Address Line One	14000 S. Military Trail,
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Delray Beach,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33484
City Area Code	888
Local Phone Number	424-3646
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,161,024
Entity Central Index Key	0001770141
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPH
Security Exchange Name	NYSE
Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $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

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 46,803	$ 15,557
Accounts receivable, net	22,369	21,851
Inventories	18	161
Prepaid expenses and other current assets	2,121	3,005
Assets held for sale, current	0	2,748
Total current assets	71,311	43,322
Property and equipment, net	13,997	14,069
Operating lease right-of-use assets	5,728	7,213
Intangible assets, net	29,069	31,362
Goodwill	153,318	159,675
Equity investment	21,200	21,200
Other assets	455	438
Assets held for sale, noncurrent	0	62,525
Total assets	295,078	339,804
Current Liabilities:
Accounts payable	12,694	17,983
Accrued expenses	39,002	39,380
Deferred revenue	2,512	2,738
Related-party debt, current	181	0
Lease liabilities, current	5,141	5,475
Other liabilities, current	453	74
Liabilities held for sale, current	0	3,319
Total current liabilities	59,983	68,969
Related-party debt, noncurrent	0	281
Debt, noncurrent	141,255	145,962
Deferred tax liabilities	1,202	1,200
Lease liabilities, noncurrent	6,947	8,741
Other liabilities, noncurrent	276	727
Liabilities held for sale, noncurrent	0	7,787
Total liabilities	209,663	233,667
Commitments and Contingencies (Note 16)
Stockholders’ Equity:
Common stock	2	2
Additional paid-in capital	694,554	688,355
Treasury stock, at cost	(17,000)	(17,000)
Accumulated deficit	(593,419)	(566,209)
Total UpHealth, Inc., stockholders’ equity	84,137	105,148
Noncontrolling interests	1,278	989
Total stockholders’ equity	85,415	106,137
Total liabilities and stockholders’ equity	$ 295,078	$ 339,804

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total revenues		$ 37,823	$ 43,668	$ 79,968	$ 79,640
Total costs of revenues		17,847	22,745	37,316	44,726
Gross profit		19,976	20,923	42,652	34,914
Operating expenses:
Sales and marketing		2,421	3,539	7,040	6,973
Research and development		848	2,011	2,133	3,769
General and administrative		12,765	12,880	23,774	24,347
Depreciation and amortization		1,736	4,700	3,347	9,936
Stock-based compensation		1,058	1,088	2,047	2,462
Impairment of goodwill, intangible assets, and other long-lived assets		8,246	0	8,741	6,249
Acquisition, integration, and transformation costs		3,644	6,749	7,090	9,133
Total operating expenses		30,718	30,967	54,172	62,869
Loss from operations		(10,742)	(10,044)	(11,520)	(27,955)
Other expense:
Interest expense		(7,136)	(6,603)	(13,994)	(13,598)
Other income, net, including interest income		126	1,950	127	6,858
Total other expense		(7,010)	(4,653)	(13,867)	(6,740)
Loss before income tax benefit (expense)		(17,752)	(14,697)	(25,387)	(34,695)
Income tax benefit (expense)		(867)	2,232	(867)	4,525
Net loss		(18,619)	(12,465)	(26,254)	(30,170)
Less: net income (loss) attributable to noncontrolling interests		508	(27)	956	(287)
Net loss attributable to UpHealth, Inc.		$ (19,127)	$ (12,438)	$ (27,210)	$ (29,883)
Net loss per share attributable to UpHealth, Inc.:
Basic (in dollars per share)		$ (1.05)	$ (0.86)	$ (1.60)	$ (2.07)
Diluted (in dollars per share)		$ (1.05)	$ (0.86)	$ (1.60)	$ (2.07)
Weighted average shares outstanding:
Basic (in shares)	[1]	18,220	14,462	16,975	14,458
Diluted (in shares)	[1]	18,220	14,462	16,975	14,458
Services
Total revenues		$ 31,087	$ 28,096	$ 62,028	$ 53,782
Total costs of revenues		14,954	16,232	28,698	31,990
Licenses and subscriptions
Total revenues		2,852	6,812	4,788	8,593
Total costs of revenues		403	217	722	450
Products
Total revenues		3,884	8,760	13,152	17,265
Total costs of revenues		$ 2,490	$ 6,296	$ 7,896	$ 12,286
[1] Amounts as of June 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

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	Dec. 08, 2022
Income Statement [Abstract]
Reverse stock split	0.1

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (18,619)	$ (12,465)	$ (26,254)	$ (30,170)
Foreign currency translation adjustments, net of tax	0	(2,480)	0	(3,857)
Comprehensive loss	(18,619)	(14,945)	(26,254)	(34,027)
Comprehensive income (loss) attributable to noncontrolling interests	508	(27)	956	(287)
Comprehensive loss attributable to UpHealth, Inc.	$ (19,127)	$ (14,918)	$ (27,210)	$ (33,740)

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands		Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total UpHealth, Inc. Stockholders’ Equity	Noncontrolling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)	[1]				0
Balance at beginning of period (in shares) at Dec. 31, 2021	[1]		14,428
Balance at beginning of period at Dec. 31, 2021	[1]	$ 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)	[1]		37
Equity award activity, net of shares withheld for taxes	[1]	(67)		(67)				(67)
Stock-based compensation		1,374		1,374				1,374
Net loss		(17,705)				(17,445)		(17,445)	(260)
Foreign currency translation adjustments		(1,377)					(1,377)	(1,377)
Balance at end of period (in shares) at Mar. 31, 2022	[1]		14,465
Balance at end of period (in shares) at Mar. 31, 2022	[1]				0
Balance at end of period at Mar. 31, 2022	[1]	316,068	$ 1	666,781	$ 0	(360,654)	(5,179)	300,949	15,119
Balance at beginning of period (in shares) at Dec. 31, 2021	[1]		14,428
Balance at beginning of period at Dec. 31, 2021	[1]	333,843	$ 1	665,474	$ 0	(343,209)	(3,802)	318,464	15,379
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(30,170)
Foreign currency translation adjustments		(3,857)
Balance at end of period (in shares) at Jun. 30, 2022	[1]		14,685
Balance at end of period (in shares) at Jun. 30, 2022	[1]				170
Balance at end of period at Jun. 30, 2022	[1]	300,884	$ 2	683,710	$ (17,000)	(373,092)	(7,659)	285,961	14,923
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)	[1]				0
Balance at beginning of period (in shares) at Mar. 31, 2022	[1]		14,465
Balance at beginning of period at Mar. 31, 2022	[1]	316,068	$ 1	666,781	$ 0	(360,654)	(5,179)	300,949	15,119
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity award activity, net of shares withheld for taxes (in shares)	[1]		390
Equity award activity, net of shares withheld for taxes	[1]	(1,158)	$ 1	(1,159)				(1,158)
Stock-based compensation		1,088		1,088				1,088
Common stock repurchased in connection with forward share purchase agreement (in shares)	[1]		(170)		170
Common stock repurchased in connection with forward share purchase agreement	[1]	0		17,000	$ (17,000)
Purchase of noncontrolling interest		(30)							(30)
Distribution to noncontrolling interests		(139)							(139)
Net loss		(12,465)				(12,438)		(12,438)	(27)
Foreign currency translation adjustments		(2,480)					(2,480)	(2,480)
Balance at end of period (in shares) at Jun. 30, 2022	[1]		14,685
Balance at end of period (in shares) at Jun. 30, 2022	[1]				170
Balance at end of period at Jun. 30, 2022	[1]	300,884	$ 2	683,710	$ (17,000)	(373,092)	$ (7,659)	285,961	14,923
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)	[1]				170
Balance at beginning of period (in shares)					170
Balance at beginning of period (in shares) at Dec. 31, 2022			15,054
Balance at beginning of period at Dec. 31, 2022		106,137	$ 2	688,355	$ (17,000)	(566,209)		105,148	989
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity award activity, net of shares withheld for taxes (in shares)			80
Equity award activity, net of shares withheld for taxes		(3)		(3)				(3)
Issuance of common stock in connection with 2023 private placement, net of issuance costs of $348 (in shares)			1,650
Issuance of common stock in connection with 2023 private placement, net of issuance costs of $348		4,155		4,155				4,155
Stock-based compensation		989		989				989
Distribution to noncontrolling interests		(44)							(44)
Net loss		(7,635)				(8,083)		(8,083)	448
Balance at end of period (in shares) at Mar. 31, 2023			16,784
Balance at end of period (in shares) at Mar. 31, 2023					170
Balance at end of period at Mar. 31, 2023		103,599	$ 2	693,496	$ (17,000)	(574,292)		102,206	1,393
Balance at beginning of period (in shares) at Dec. 31, 2022			15,054
Balance at beginning of period at Dec. 31, 2022		106,137	$ 2	688,355	$ (17,000)	(566,209)		105,148	989
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(26,254)
Foreign currency translation adjustments		0
Balance at end of period (in shares) at Jun. 30, 2023			17,161
Balance at end of period (in shares) at Jun. 30, 2023					170
Balance at end of period at Jun. 30, 2023		85,415	$ 2	694,554	$ (17,000)	(593,419)		84,137	1,278
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)					170
Balance at beginning of period (in shares) at Mar. 31, 2023			16,784
Balance at beginning of period at Mar. 31, 2023		103,599	$ 2	693,496	$ (17,000)	(574,292)		102,206	1,393
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity award activity, net of shares withheld for taxes (in shares)			277
Equity award activity, net of shares withheld for taxes		0
Exercise of pre-funded warrants (in shares)			100
Stock-based compensation		1,058		1,058				1,058
Distribution to noncontrolling interests		(623)							(623)
Net loss		(18,619)				(19,127)		(19,127)	508
Foreign currency translation adjustments		0
Balance at end of period (in shares) at Jun. 30, 2023			17,161
Balance at end of period (in shares) at Jun. 30, 2023					170
Balance at end of period at Jun. 30, 2023		$ 85,415	$ 2	$ 694,554	$ (17,000)	$ (593,419)		$ 84,137	$ 1,278
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)					170
[1] Amounts as of June 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.

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands		3 Months Ended
	Dec. 08, 2022	Mar. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance costs		$ 348
Reverse stock split	0.1

CONDENSED CONSOLIDATED STATEM_6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net loss	$ (26,254)	$ (30,170)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,461	12,725
Amortization of debt issuance costs and discount on convertible debt	5,566	6,969
Stock-based compensation	2,047	2,462
Impairment of property and equipment, goodwill, intangible assets, and other long-lived assets	8,741	5,459
Provision for credit losses	19	(37)
Loss (gain) on fair value of warrant liabilities	8	(190)
Loss (gain) on fair value of derivative liability	3	(6,670)
Deferred income taxes	0	(4,596)
Amortization of operating lease right-of-use assets	1,116	0
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(432)	(6,151)
Inventories	142	(55)
Prepaid expenses and other current assets	(1,016)	540
Accounts payable and accrued expenses	(5,653)	8,347
Operating lease liabilities	(1,170)	0
Deferred revenue	(225)	3,838
Other liabilities	(406)	(312)
Net cash used in operating activities	(12,053)	(7,841)
Investing activities:
Purchases of property and equipment	(2,918)	(3,783)
Proceeds from sale of business, net of expenses	54,861	0
Net cash provided by (used in) investing activities	51,943	(3,783)
Financing activities:
Proceeds from equity issuance	4,155	0
Repayments of debt	(10,273)	0
Payment of debt issuance costs	0	(3,234)
Repayment of forward share purchase	0	(18,521)
Payments of finance and capital lease obligations	(1,756)	(1,619)
Net tax withholdings from share-based compensation	(3)	(67)
Payments of amounts due to members	(100)	0
Distribution to noncontrolling interest	(667)	(139)
Net cash used in financing activities	(8,644)	(23,580)
Effect of exchange rate changes on cash and cash equivalents	0	(460)
Net increase (decrease) in cash and cash equivalents	31,246	(35,664)
Cash and cash equivalents, beginning of period	15,557	76,801
Cash and cash equivalents, end of period	46,803	41,137
Supplemental cash flow information:
Cash paid for interest	8,496	5,269
Cash paid for income taxes	457	521
Non-cash investing and financing activity:
Property and equipment reclassified from other assets	0	3,751
Property and equipment acquired through capital lease and vendor financing arrangements	179	1,628
FIN 48 liability reclassified from deferred tax liabilities	0	1,750
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	46,803	40,629
Restricted cash	0	508
Total cash and cash equivalents and restricted cash	$ 46,803	$ 41,137

Organization and Business

Organization and Business	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business UpHealth, Inc. (“UpHealth,” “we,” “us,” “our,” “UpHealth,” or the “Company”) is the parent company of both UpHealth Holdings, Inc. (“UpHealth Holdings”) and Cloudbreak Health, LLC (“Cloudbreak”). GigCapital2, Inc. (“GigCapital2”), the Company’s predecessor, was incorporated in Delaware on March 6, 2019. GigCapital2 was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s business combinations (the “Business Combinations”) were consummated on June 9, 2021, and in connection with the Business Combinations, GigCapital2 changed its corporate name to UpHealth, Inc. Deconsolidation of Glocal As a result of events which occurred in the three months ended September 30, 2022, we determined that a reconsideration event occurred in July 2022, which required us to reassess whether Glocal Healthcare Systems Private Limited (“Glocal”), which was included in our Virtual Care Infrastructure segment, 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 had 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 unaudited condensed 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 unaudited condensed consolidated balance sheets, 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. In the six months ended June 30, 2023, there has been no change in the status of Glocal, and accordingly, we continue to account for it as an equity investment. 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 financial results of Glocal in the three and six months ended June 30, 2022 are included in our unaudited condensed consolidated financial statements, and the financial position of Glocal as of June 30, 2023 and December 31, 2022 and the financial results of Glocal in the three and six months ended June 30, 2023 are not included in our unaudited condensed consolidated financial statements. The only transactions between us and Glocal subsequent to July 1, 2022 was the transfer by us in the three months ended September 30, 2022 of $5.1 million 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 this Quarterly Report on Form 10-Q (this “Quarterly Report”) has 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, Inc. (“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 (the “Stock Purchase Agreement”), dated February 26, 2023. The sale closed on May 11, 2023 for gross proceeds of $56.0 million, subject to working capital, closing debt, and other adjustments. See Note 3, Significant Transactions , for further information.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Our unaudited condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited consolidated financial statements. Our unaudited condensed consolidated balance sheet as of December 31, 2022 has been derived from our audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, our accompanying unaudited condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. The results of operations in the three months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period. Our accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022. Our unaudited condensed consolidated financial statements include the accounts of UpHealth and its consolidated subsidiaries. As described in Note 1, Organization and Business , our Glocal subsidiary was deconsolidated effective July 2022. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • The identification and reporting of variable interest entities (“VIEs”). We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. • The valuation of equity investments, including our determination of the carrying 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. Allowance for Expected Credit Losses We closely monitor our accounts receivable balances and estimate the allowance for expected credit losses. The estimate is primarily based on historical collection experience and other factors, including those related to current market conditions and events. Credit losses associated with accounts receivable have not been material historically. Equity Investment As discussed in Deconsolidation of Equity Investment in Note 1, Organization and Business , as of June 30, 2023 and December 31, 2022, 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 Accounting Standards Codification (“ASC”) 321 measurement alternative, whereby the investment was measured at cost and will continue to be evaluated for any indicators of impairment. 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 as of December 31, 2022. 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. and reported in impairment of goodwill, intangible assets, and other long-lived assets in our unaudited condensed consolidated statements of operations. 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 of the adoption of this ASU will have on our unaudited condensed consolidated financial statements. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequently issued several supplemental/clarifying ASUs (collectively, “ASC 326”). This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, other long-term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which amended the scope of ASC 326 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with ASC 842. This ASU was effective for us on January 1, 2023, and the adoption did not have a material effect on our unaudited condensed consolidated financial statements. Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation as shown below: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As Reported Reclassifications As Adjusted As Reported Reclassifications As Adjusted Revenues: Services $ 28,096 $ — $ 28,096 $ 53,782 $ — $ 53,782 Licenses and subscriptions 6,812 — 6,812 8,593 — 8,593 Products 8,760 — 8,760 17,265 — 17,265 Total revenues 43,668 — 43,668 79,640 — 79,640 Costs of revenues: Services 14,762 1,470 16,232 29,207 2,783 31,990 License and subscriptions 217 — 217 450 — 450 Products 6,296 — 6,296 12,286 — 12,286 Total costs of revenues 21,275 1,470 22,745 41,943 2,783 44,726 Gross profit 22,393 (1,470) 20,923 37,697 (2,783) 34,914 Operating expenses: Sales and marketing 3,486 53 3,539 6,212 761 6,973 Research and development 1,782 229 2,011 3,369 400 3,769 General and administrative 14,632 (1,752) 12,880 28,291 (3,944) 24,347 Depreciation and amortization 4,700 — 4,700 9,936 — 9,936 Stock-based compensation 1,088 — 1,088 2,462 — 2,462 Impairment of goodwill, intangible assets, and other long-lived assets — — — 6,174 75 6,249 Acquisition, integration, and transformation costs 6,749 — 6,749 9,208 (75) 9,133 Total operating expenses 32,437 (1,470) 30,967 65,652 (2,783) 62,869 Loss from operations (10,044) — (10,044) (27,955) — (27,955) Other expense: Interest expense (6,603) — (6,603) (13,598) — (13,598) Other income, net, including interest income 1,950 — 1,950 6,858 — 6,858 Total other expense (4,653) — (4,653) (6,740) — (6,740) Loss before income tax benefit (expense) (14,697) — (14,697) (34,695) — (34,695) Income tax benefit (expense) 2,232 — 2,232 4,525 — 4,525 Net loss (12,465) — (12,465) (30,170) — (30,170) Less: net loss attributable to noncontrolling interests (27) — (27) (287) — (287) Net loss attributable to UpHealth, Inc. $ (12,438) $ — $ (12,438) $ (29,883) $ — $ (29,883) Certain prior period amounts have been reclassified to conform with our current period presentation.

Significant Transactions

Significant Transactions	6 Months Ended
	Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Significant Transactions	Significant Transactions 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 the Stock Purchase Agreement dated February 26, 2023. The sale closed on May 11, 2023 for gross proceeds of $56.0 million, subject to working capital, closing debt, and other adjustments. Accordingly, the financial results of Innovations Group for the period from April 1, 2023 through May 10, 2023, the period from January 1, 2023 through May 10, 2023, and the three and six months ended June 30, 2022, and the financial position of Innovations Group as of December 31, 2022 are included in our unaudited condensed consolidated financial statements. 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. There were no businesses classified as held for sale as of June 30, 2023. Assets and liabilities that were classified as held for sale were $65.3 million and $11.1 million, respectively, as of December 31, 2022. In connection with the held for sale classification, upon the remeasurement of the disposal group to its fair value, less cost to sell, we recorded a loss of $0.5 million in the three months ended March 31, 2023 and a loss of $1.8 million in the three months ended December 31, 2022, which were recorded in impairment of goodwill, intangible assets, and other long-lived assets in the unaudited condensed consolidated statements of operations. In connection with the sale closing on May 11, 2023, based on net proceeds of $54.9 million, we recorded an additional loss of $1.4 million in the three months ended June 30, 2023, which was recorded in impairment of goodwill, intangible assets, and other long-lived assets in our unaudited condensed consolidated statements of operations.

Revenues

Revenues	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenues	Revenues As discussed in Note 1, Organization and Business , we deconsolidated Glocal in the three months ended September 30, 2022; accordingly, the financial results of Glocal in the three and six months ended June 30, 2022 are included in our unaudited condensed consolidated financial statements, and the financial results of Glocal in the three and six months ended June 30, 2023 are not included in our unaudited condensed consolidated financial statements. Revenues by geography consisted of the following: Three months ended June 30, Six months ended June 30, (In thousands) 2023 2022 2023 2022 Americas $ 37,823 $ 40,073 $ 79,968 $ 72,736 Asia — 3,595 — 6,904 Total revenues $ 37,823 $ 43,668 $ 79,968 $ 79,640 Our reve nues are entirely derived from the healthcare industry. Revenues recognized over-time were approximately 86% and 68% of the total revenues in the three months ended June 30, 2023 and 2022, respectively. Revenues recognized over-time were approximately 80% and 71% of the total revenues in the six months ended June 30, 2023 and 2022, respectively. Contract Assets There were no impairments of contract assets, consisting of unbilled receivables, in the three and six months ended June 30, 2023 and 2022. The change in contract assets was as follows: Six Months Ended June 30, (In thousands) 2023 2022 Unbilled receivables, beginning of period $ 694 $ 784 Reclassifications to billed receivables (694) (232) Revenues recognized in excess of period billings 711 417 Unbilled receivables, end of period $ 711 $ 969 Contract Liabilities The change in contract liabilities, consisting of deferred revenue, was as follows: Six Months Ended June 30, (In thousands) 2023 2022 Deferred revenue, beginning of period $ 2,737 $ 2,649 Revenues recognized from balances held at the beginning of the period (2,620) (1,998) Revenues deferred from period collections on unfulfilled performance obligations 2,395 5,801 Deferred revenue, end of period $ 2,512 $ 6,452 Revenues recognized ratably over time are generally billed in advance and includes software-as-a-service (“SaaS”) internet hosting, subscriptions, construction of digital hospitals and dispensaries, and related consulting, implementation, services support, and advisory services. Revenues recognized as delivered over time include 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 3.1% and 3.3% of revenues recognized in the three and six months ended June 30, 2023, was from the deferred revenue balance existing as of December 31, 2022. Approximately 1% and 2.5% of revenues recognized in the three and six months ended June 30, 2022, was from the deferred revenue balance existing as of December 31, 2021. Remaining Performance Obligations Remaining performance obligations consisted of the following as of June 30, 2023: (In thousands) Remaining 2023 2024 Total Subscriptions $ 2,882 $ 3,739 $ 6,621 Program management and professional services 1,143 963 2,106 Total $ 4,025 $ 4,702 $ 8,727

Supplemental Financial Statemen

Supplemental Financial Statement Information	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Supplemental Financial Statement Information	Supplemental Financial Statement Information As discussed in Note 1, Organization and Business , we deconsolidated Glocal in the three months ended September 30, 2022; accordingly, the financial results of Glocal in the three and six months ended June 30, 2022 are included in our unaudited condensed consolidated financial statements, and the financial position of Glocal as of June 30, 2023 and December 31, 2022 and the financial results of Glocal in the three and six months ended June 30, 2023 are not included in our unaudited condensed consolidated financial statements. Property and equipment consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Leasehold improvements $ 908 $ 868 Electrical and other equipment 21 21 Computer equipment, furniture and fixtures 16,599 16,222 Vehicles 272 302 Capitalized software development costs 7,801 4,404 Capitalized software development costs in progress 1,322 2,590 26,923 24,407 Accumulated depreciation and amortization (12,926) (10,338) Total property and equipment, net $ 13,997 $ 14,069 Depreciation expense was $1.9 million and $1.8 million in the three months ended June 30, 2023 and 2022, respectively, and $3.2 million and $3.2 million in the six months ended June 30, 2023 and 2022, respectively. Accrued expenses consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Accrued professional fees $ 14,885 $ 14,245 Accrued products and licenses 17,820 17,820 Accrued interest on debt 673 741 Accrued payroll and bonuses 4,301 5,163 Due to related party 304 229 Income tax payable 796 388 Other accruals 223 794 Total accrued expenses $ 39,002 $ 39,380 Other liabilities, noncurrent consisted of the following (In thousands) June 30, 2023 December 31, 2022 Derivative liability, noncurrent $ 59 $ 56 Warrant liabilities, noncurrent 17 9 Other liabilities, noncurrent 200 662 Total other liabilities, noncurrent $ 276 $ 727 Impairment of goodwill, intangible assets, and other long-lived assets consisted of the following: Three months ended June 30, Six months ended June 30, (In thousands) 2023 2022 2023 2022 Impairment of goodwill $ 7,797 $ — $ 8,292 $ 5,494 Impairment of long-lived assets 449 — 449 75 Impairment of intangible assets — — — 680 Total impairment of goodwill, intangible assets, and other long-lived assets: $ 8,246 $ — $ 8,741 $ 6,249 Other income, net, including interest income consisted of the following: Three months ended June 30, Six months ended June 30, (In thousands) 2023 2022 2023 2022 Gain (loss) on fair value of derivative liability $ (29) $ 1,841 $ (3) $ 6,670 Gain (loss) on fair value of warrant liabilities — 95 (8) 190 Other income, net, including interest income 155 14 138 (2) Total other income, net, including interest income $ 126 $ 1,950 $ 127 $ 6,858

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets As discussed in Note 1, Organization and Business , we deconsolidated Glocal in the three months ended September 30, 2022; accordingly, the financial results of Glocal in the three and six months ended June 30, 2022 are included in our unaudited condensed consolidated financial statements, and the financial position of Glocal as of June 30, 2023 and December 31, 2022 and the financial results of Glocal in the three and six months ended June 30, 2023 are not included in our unaudited condensed consolidated financial statements. The following table summarizes the gross carrying amount and accumulated amortization for intangible assets as of June 30, 2023: (In thousands) Trade Names Technology and Intellectual Property Customer Relationships Total Gross carrying amount as of June 30, 2023 $ 15,242 $ 10,634 $ 17,613 $ 43,489 Accumulated amortization (4,012) (5,521) (4,887) (14,420) Intangible assets, net as of June 30, 2023 $ 11,230 $ 5,113 $ 12,726 $ 29,069 The following table summarizes the gross carrying amount and accumulated amortization for intangible assets as of December 31, 2022: (In thousands) Trade Names Technology and Intellectual Property Customer Relationships Total Gross carrying amount as of December 31, 2022 $ 15,242 $ 10,634 $ 17,613 $ 43,489 Accumulated amortization (3,295) (4,762) (4,070) (12,127) Intangible assets, net as of December 31, 2022 $ 11,947 $ 5,872 $ 13,543 $ 31,362 No impairment charges were recognized in the three and six months ended June 30, 2023. No impairment charge was recognized in the three months ended June 30, 2022; however, an impairment charge of $0.7 million was recognized in the six months ended June 30, 2022 in our Services segment. The estimated useful lives of trade names are 3-10 years, the estimated useful lives of technology and intellectual property are 5-7 years, and the estimated useful life of customer relationships is 10 years. Amortization expense was $1.1 million and $4.2 million in the three months ended June 30, 2023 and 2022, respectively. Amortization expense was $2.3 million and $9.3 million in the six months ended June 30, 2023 and 2022, 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 Remaining 2023 $ 709 $ 770 $ 808 $ 2,287 2024 1,417 1,540 1,616 4,573 2025 1,417 1,540 1,616 4,573 2026 1,417 909 1,616 3,942 2027 1,417 354 1,616 3,387 Thereafter 4,853 — 5,454 10,307 $ 11,230 $ 5,113 $ 12,726 $ 29,069

Goodwill

Goodwill	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill In the three months ended June 30, 2023, we recorded an impairment charge of $6.4 million in our Services segment in connection with the wind-down of a company within our Behavioral business and an impairment charge of $1.4 million in our Services segment in connection with the strategic sale of Innovations Group, which was classified as held for sale. No impairment charge was recorded in the three months ended June 30, 2022. In the six months ended June 30, 2023 we recorded a $6.4 million impairment charge in our Services segment in connection with the wind down of a company within our Behavioral business, and a $1.9 million impairment charge in our Services segment in connection with the strategic sale of Innovations Group. See Note 3, Significant Transactions , for further information. In the six months ended June 30, 2022, as a result of measurement period adjustments in our Virtual Care Infrastructure segment, we increased goodwill in the amount of $5.5 million, which was immediately impaired. The carrying amount of goodwill consisted of the following: (In thousands) Goodwill Balance as of December 31, 2022 $ 159,675 Impairments (6,357) Balance as of June 30, 2023 $ 153,318

Debt

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt As discussed in Note 1, Organization and Business , we deconsolidated Glocal in the three months ended September 30, 2022; accordingly, the financial results of Glocal in the three and six months ended June 30, 2022 are included in our unaudited condensed consolidated financial statements, and the financial position of Glocal as of June 30, 2023 and December 31, 2022 and the financial results of Glocal in the three and six months ended June 30, 2023 are not included in our unaudited condensed consolidated financial statements. Debt consisted of the following: (In thousands) June 30, 2023 December 31, 2022 2025 Notes $ 57,227 $ 67,500 2026 Notes 115,000 115,000 Total debt 172,227 182,500 Less: unamortized original issue and debt discount (30,972) (36,538) Total debt, net of unamortized original issue and debt discount 141,255 145,962 Less: current portion of debt — — Noncurrent portion of debt $ 141,255 $ 145,962 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 June 30, 2023 and December 31, 2022 , the fair value of the derivative was $59 thousand and $0.1 million, respectively, all of which was included in other liabilities, noncurrent, in our unaudited condensed consolidated balance sheets. Interest expense in the three months ended June 30, 2023 was $4.3 million, of which $1.8 million related to contractual interest expense, $2.2 million related to derivative accretion, and $0.3 million related to debt issuance costs amortization. Interest expense in the three months ended June 30, 2022 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. Interest expense in the six months ended June 30, 2023 was $8.6 million, of which $3.6 million related to contractual interest expense, $4.4 million related to derivative accretion, and $0.6 million related to debt issuance costs amortization. Interest expense in the six months ended June 30, 2022 was $12.0 million, of which $5.0 million related to contractual interest expense, $6.2 million related to derivative accretion, and $0.8 million related to debt issuance costs amortization. Other income, net in the three months ended June 30, 2023 and 2022 included a $29 thousand loss and a $1.8 million gain on the fair value of the derivative liability, respectively. Other income, net in the six months ended June 30, 2023 and 2022 included a $3 thousand loss and a $6.7 million gain on the fair value of the derivative liability, respectively On August 12, 2022, concurrently and in connection with the issuance 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. 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 12, 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 our 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 us 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 we sell 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. We may not otherwise seek to redeem the 2025 Notes prior to June 16, 2024. We will settle conversions solely in shares of its common stock, except for payments of cash in lieu of fractional shares. As discussed in Note 3, Significant Transactions , on May 11, 2023 we completed the sale of 100% of the outstanding capital stock of Innovations Group. In accordance with the terms and conditions set forth in the 2025 Indenture, on June 9, 2023, we commenced an offer to purchase up to $10.3 million (representing 20% of the net proceeds from the sale subject to adjustment to maintain the authorized denominations of the 2025 Notes) in aggregate principal amount of our 2025 Notes for cash, at a repurchase price per Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest (if any), from the holders of the 2025 Notes (the “Offer”). On June 15, 2023, we completed the repurchase of $10.3 million in aggregate principal amount of 2025 Notes, which were validly tendered and accepted for repurchase by us in accordance with the terms and conditions of the Offer (the “Note Repurchase”), representing 15.22% of the outstanding principal amount of the 2025 Notes before the Note Repurchase. Following the completion of the Note Repurchase, there is $57.2 million in aggregate principal amount of 2025 Notes outstanding. Total interest expense in the three months ended June 30, 2023 was $2.7 million, of which $2.3 million related to contractual interest expense and $0.4 million related to debt issuance costs amortization. Total interest expense in the six months ended June 30, 2023 was $5.2 million, of which $4.6 million related to contractual interest expense and $0.6 million related to debt issuance costs amortization. Included in the debt issuance costs amortization in the three and six months ended June 30, 2023 was a write-off of $0.3 million, which was the proportionate share of the remaining debt issuance costs related to the repurchased 2025 Notes. 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. In June 2023, the Indenture Trustee, in its capacity as calculation agent, notified us of the quarterly rate reset of 14.25% for our September 15, 2023 interest payment date. Related Party Debt One of our subsidiaries has notes payable to related parties totaling $0.2 million and $0.3 million as of June 30, 2023 and December 31, 2022. 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 as of both June 30, 2023 and December 31, 2022. Interest expense was $3 thousand and $11 thousand in the three months ended June 30, 2023 and 2022, respectively. Interest expense was $6 thousand and $21 thousand in the six months ended June 30, 2023 and 2022, 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 both June 30, 2023 and December 31, 2022, the seller notes totaled zero. Accrued interest payable was zero as of both June 30, 2023 and December 31, 2022. Interest expense was zero and $0.5 million in the three months ended June 30, 2023 and 2022, respectively. Interest expense was zero and $0.9 million in the six months ended June 30, 2023 and 2022, respectively.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate. As of June 30, 2023 and December 31, 2022, 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. The fair value hierarchy is as follows: Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 - Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data. The following tables present information about our financial assets and liabilities measured at fair value on are recurring basis: June 30, 2023 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 37,918 $ — $ — $ 37,918 $ 37,918 $ — $ — $ 37,918 Liabilities: Derivative liability $ — $ — $ 59 $ 59 Warrant liability — 17 — 17 $ — $ 17 $ 59 $ 76 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 Money Market Funds As of June 30, 2023 and December 31, 2022, 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 in the three and six months ended June 30, 2023 and the year ended December 31, 2022. Cash equivalents as of June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 37,918 $ — $ — $ 37,918 Total cash equivalents $ 37,918 $ — $ — $ 37,918 December 31, 2022 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 1,681 $ — $ — $ 1,681 Total cash equivalents $ 1,681 $ — $ — $ 1,681 Derivative Liability As of June 30, 2023 and December 31, 2022, the fair value of the derivative was $59 thousand and $56 thousand, respectively, which was included in other liabilities, noncurrent in our unaudited condensed consolidated balance sheets. Other income, net in the three months ended June 30, 2023 and 2022 included a loss of $29 thousand and a gain of $1.8 million, respectively, on the fair value of the derivative liability. Other income, net in the six months ended June 30, 2023 and 2022 included a loss of $3 thousand and a gain of $6.7 million, respectively, on the fair value of the derivative liability. The fair value of the derivative liabil ity is considered a Level 3 valuation and is determined using a Binomial Lattice Option Pricing Model. The significant assumptions used in the model were: June 30, 2023 December 31, 2022 Stock price $1.90 $1.63 Volatility 100.0% 95.0% Risk free rate 4.51% 4.17% Exercise price $106.50 $106.50 Expected life (in years) 2.95 3.44 Conversion periods 5 months-3 years 2-4 years Future share price $5.90-$594.30 $0.10-$405.60 2021 Private Placement Warrants and 2021 PIPE Warrants As of June 30, 2023, the fair value of the 2021 Private Placement Warrants (the “2021 Private Placement Warrants”) and the 2021 PIPE Warrants (the “2021 PIPE Warrants”) was determined to be $0.02 per warrant, totaling $11 thousand and $6 thousand respectively, and are included in other liabilities, noncurrent in our unaudited condensed consolidated balance sheets. As of December 31, 2022, the fair value of the 2021 Private Placement Warrants and the 2021 PIPE Warrants was determined to be $0.01 per warrant, totaling $6 thousand and $3 thousand respectively, and are included in other liabilities, noncurrent in our unaudited condensed consolidated balance sheets. In the three months ended June 30, 2023, we recorded no gain or loss due to the fair value changes in the 2021 Private Placement Warrants and no gain or loss due to the fair value changes in the 2021 PIPE Warrants. In the three months ended June 30, 2022, we recorded a $0.1 million gain due to the fair value changes in the 2021 Private Placement Warrants and a $33 thousand gain due to the fair value changes in the 2021 PIPE Warrants, both of which are included in other income, net in our unaudited condensed consolidated statements of operations. In the six months ended June 30, 2023, we recorded a $5 thousand loss due to the fair value changes in the 2021 Private Placement Warrants and a $3 thousand loss due to the fair value changes in the 2021 PIPE Warrants, both of which are included in other income, net in our unaudited condensed consolidated statements of operations. In the six months ended June 30, 2022, we recorded a $0.1 million gain due to the fair value changes in the 2021 Private Placement Warrants and a $0.1 million gain due to the fair value changes in the 2021 PIPE Warrants, both of which are included in other income, net in our unaudited condensed consolidated statements of operations. There were no transfers between fair value levels in the three and six months ended June 30, 2023 and year ended December 31, 2022.

Capital Structure

Capital Structure	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Capital Structure	Capital Structure 2023 Private Placement On March 9, 2023, we entered into a Securities Purchase Agreement, with a single institutional investor, pursuant to which, in a private placement (the “2023 Private Placement”), 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 “Private Placement 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”). On March 13, 2023, we announced that we completed the closing of the 2023 Private Placement. The purchase price of each share of common stock sold in the 2023 Private Placement was $1.50, the exercise price of each Common Stock Purchase Warrants (as defined above) 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 2023 Private Placement were approximately $4.5 million, before deducting $0.3 million of placement agent fees and other offering expenses. We intend to use the net proceeds from the offering for general corporate purposes, including working capital. On June 6, 2023, 100,000 Pre-Funded Warrants were exercised, bringing the total outstanding to 1,250,000 as of June 30, 2023. Common Stock Reserved for Future Issuance The following table summarizes shares of common stock reserved for future issuance as of June 30, 2023 (recorded on a post-reverse split basis): (In thousands) Number of Shares Restricted stock units outstanding 2,222 Stock options outstanding 54 Shares issuable upon conversion of 2025 Notes 3,857 Shares issuable upon conversion of 2026 Notes 1,080 Shares issuable upon conversion of 2021 Public Warrants 1,725 Shares issuable upon conversion of 2021 Private Warrants 57 Shares issuable upon conversion of 2021 PIPE Warrants 29 Shares issuable upon conversion of the 2023 Private Placement Series A Warrants 3,000 Shares issuable upon conversion of the 2023 Private Placement Series B Warrants 3,000 Shares issuable upon conversion of the 2023 Private Placement Pre-Funded Warrants 1,250 Shares available for future grant under 2021 EIP 575 16,849 2015 Cloudbreak Incentive Plan The following table summarizes stock option activity under the Cloudbreak Plan (recorded on a post-reverse split basis): Number of Shares Weighted Average Exercise Price Per Share Outstanding as of December 31, 2022 138 $ 50.76 Options exercised — $ — Outstanding as of March 31, 2023 138 $ 50.76 Options forfeited or expired (84) $ 53.00 Outstanding as of June 30, 2023 54 $ 47.35 2021 Equity Incentive Plan 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 December 31, 2022 878 $ 6.61 RSUs granted 663 $ 2.03 RSUs vested and released (82) $ 16.09 RSUs forfeited (118) $ 7.10 Outstanding as of March 31, 2023 1,341 $ 3.91 RSUs granted 1,000 $ 1.56 RSUs vested and released (277) $ 5.67 RSUs forfeited (42) $ 1.95 Outstanding as of June 30, 2023 2,022 $ 2.55 2023 Inducement Equity Incentive Plan On May 1, 2023, our Board of Directors approved up to 700,000 shares to be issued under a 2023 Inducement Equity Incentive Plan, the “2023 IEIP”. The following table summarizes our RSU activity under the 2023 IEIP: Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2022 — $ — RSUs granted 200 $ 1.24 RSUs vested and released — $ — RSUs forfeited — $ — Outstanding as of June 30, 2023 200 $ 1.24

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As discussed in Note 1, Organization and Business , we deconsolidated Glocal in the three months ended September 30, 2022; accordingly, the financial results of Glocal in the three and six months ended June 30, 2022 are included in our unaudited condensed consolidated financial statements, and the financial position of Glocal as of June 30, 2023 and December 31, 2022 and the financial results of Glocal in the three and six months ended June 30, 2023 are not included in our unaudited condensed consolidated financial statements. The income tax benefit (expense) was $(0.9) million and $2.2 million in the three months ended June 30, 2023 and 2022, respectively. The income tax benefit (expense) was $(0.9) million and $4.5 million in the six months ended June 30, 2023 and 2022, respectively. Consistent with our conclusion as of December 31, 2022, we continue to believe that it is not more likely than not that the deferred tax assets will be realized and we therefore maintained a full valuation allowance against the deferred tax assets as of June 30, 2023. However, we expect to suffer minimal income tax expense due to U.S. tax rules related to the utilization of net operating loss carryforwards. As a result, in the three and six months ended June 30, 2023, we recorded discrete tax items totaling $0.6 million related to the sale of Innovations Group and state minimum income taxes totaling $0.3 million. The Internal Revenue Service (“IRS”) audited the 2008 and 2009 tax returns for a business in our Integrated Care Management segment for the proper year of inclusion of approximately $15.0 million long-term capital gain on the sale of certain intellectual property rights. The business 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 the business passed the gain through to its shareholders. The IRS has asserted that the business owes C Corporation tax of approximately $5.0 million for 2008, or in the alternative, the business owes C Corporation tax of approximately $5.0 million for 2009 as a built-in gain. In addition, the business could be assessed additional California franchise tax of approximately $1.3 million; and 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 former shareholders of the business for additional income taxes due if the gain is shifted to 2009. On December 4, 2018, the IRS filed a motion for summary judgment; however, the business prevailed, and the motion was denied. In January 2020, the business 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 the business’ 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 the business’ motion. Had the motion been granted, the need for a trial would have been obviated. The business intends to vigorously defend its position in the case and believes it will prevail if the case is taken to trial. In addition, when we acquired the business in November 2020, all of the former shareholders of the business agreed to indemnify us for any losses as a result of this dispute with the IRS. We have accrued $0.2 million representing probable additional taxes and interest imposed, in other liabilities, current in the unaudited condensed consolidated balance sheets.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 30, 2023
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. Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share data) 2023 2022 2023 2022 Numerator: Net income (loss) attributable to UpHealth, Inc. $ (19,127) $ (12,438) $ (27,210) $ (29,883) Denominator: Weighted average shares outstanding (1) 18,220 14,462 16,975 14,458 Diluted effect of stock options — — — — Diluted effect of RSUs — — — — Weighted average shares outstanding assuming dilution 18,220 14,462 16,975 14,458 Net income (loss) per share attributable to UpHealth, Inc.: Basic $ (1.05) $ (0.86) $ (1.60) $ (2.07) Diluted $ (1.05) $ (0.86) $ (1.60) $ (2.07) (1) The shares and earnings per share as of June 30, 2022 differ from those published in our prior unaudited condensed consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described in Note 1, Organization and Business ). In the three months ended June 30, 2023, the calculation of basic and dilutive earnings per share included the 1.25 million pre-funded warrants with an exercise price of $0.0001, as the shares are issuable for little consideration, and excluded outstanding warrants to purchase 1.8 million shares of common stock at $115.00 per share; 6.0 million Common Stock Purchase Warrants at $2.04 per share; 0.1 million of stock options; 2.2 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; and 2026 Notes, convertible into 1.1 million shares of common stock at $106.50 per share, because the effect would be anti-dilutive. In the three months ended June 30, 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; 0.2 million of stock options; 0.4 million of RSUs; and 2026 Notes convertible into 1.5 million shares of common stock at $106.50 per share, because the effect would be anti-dilutive. In the six months ended June 30, 2023, the calculation of basic and dilutive earnings per share included the 1.25 million pre-funded warrants with an exercise price of $0.0001, as the shares are issuable for little consideration, and excluded outstanding warrants to purchase 1.8 million shares of common stock at $115.00 per share; 6.0 million Common Stock Purchase Warrants at $2.04 per share; 0.1 million of stock options; 2.2 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; and 2026 Notes, convertible into 1.1 million shares of common stock at $106.50 per share, because the effect would be anti-dilutive. In the six months ended June 30, 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; 0.2 million of stock options; 0.4 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 common stock under the terms of the forward share purchase agreement, because the effect would be anti-dilutive.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions See Note 8, Debt , for related party debt. See Note 16, Commitments and Contingencies , for leases with related parties. We make guaranteed payments to related parties. Guaranteed payments aggregated $0.2 million and $1.4 million in the three months ended June 30, 2023 and 2022, respectively, and $0.6 million and $2.8 million in the six months ended June 30, 2023 and 2022, respectively. These amounts are presented in cost of revenues in our unaudited condensed consolidated statements of operations. We had unpaid guaranteed payments of $6 thousand and $0.5 million as of June 30, 2023 and December 31, 2022, respectively, which is included in accrued expenses in our unaudited condensed consolidated balance sheets. Due to related parties consisted of $0.3 million and $0.2 million as of June 30, 2023 and December 31, 2022, respectively, which is included in accrued expenses in our unaudited condensed consolidated balance sheets. Due from related parties consisted $14 thousand as of December 31, 2022, which is included in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting Our business is organized into three operating business segments and one non-operating business segment: • Virtual Care Infrastructure—consisting of U.S. Telehealth and International Telehealth businesses (1) ; • Services—consisting of Behavioral and Pharmacy businesses (2) ; • Integrated Care Management—consisting of SaaS business; and • Corporate—consisting of holding company. (1) As discussed in Note 1, Organization and Business , we deconsolidated Glocal in the three months ended September 30, 2022; accordingly, the financial results of Glocal in the three and six months ended June 30, 2022 are included in our unaudited condensed consolidated financial statements, and the financial results of Glocal as of June 30, 2023 and December 31, 2022 and in the three and six months ended June 30, 2023 are not included in our unaudited condensed consolidated financial statements. (2) As discussed in Note 3, Significant Transactions , we completed the sale of Innovations Group, which comprised our Pharmacy business, on May 11, 2023. In addition, we substantially completed the wind down of a company within our Behavioral business in our Services segment in the three months ended June 30, 2023. We evaluate performance based on several factors, of which Revenues, Gross Profit, and Total Assets are the primary financial measures: Revenues by segment consisted of the following: Three Months Ended June 30, Six Months Ended June 30, In thousands 2023 2022 2023 2022 Virtual Care Infrastructure $ 16,838 $ 16,815 $ 34,296 $ 32,445 Services 15,503 19,030 36,317 36,760 Integrated Care Management 5,482 7,823 9,355 10,435 Total revenues $ 37,823 $ 43,668 $ 79,968 $ 79,640 Gross profit by segment consisted of the following: Three Months Ended June 30, Six Months Ended June 30, In thousands 2023 2022 2023 2022 Virtual Care Infrastructure $ 8,470 $ 7,255 $ 18,655 $ 13,756 Services 7,728 6,774 17,639 12,626 Integrated Care Management 3,778 6,894 6,358 8,532 Total gross profit $ 19,976 $ 20,923 $ 42,652 $ 34,914 Total assets by segment consisted of the following: In thousands June 30, 2023 December 31, 2022 Virtual Care Infrastructure $ 133,078 $ 140,776 Services 48,981 124,980 Integrated Care Management 47,635 44,776 Corporate 65,384 29,272 Total assets $ 295,078 $ 339,804

Leases

Leases	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	LeasesThe components of lease expense consisted of the following in the three and six months ended June 30, 2023: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 In thousands Third Party Related Party Total Third Party Related Party Total Finance lease costs: Amortization of right-of-use assets $ 847 $ — $ 847 $ 1,732 $ — $ 1,732 Interest on lease liabilities 81 — 81 169 — 169 Operating lease costs 593 98 691 1,309 196 1,505 Short-term lease costs 39 — 39 66 67 133 Variable lease costs 309 — 309 453 — 453 Sublease income (113) — (113) (242) — (242) Total lease costs $ 1,756 $ 98 $ 1,854 $ 3,487 $ 263 $ 3,750 Lease-related assets and liabilities recorded on the unaudited condensed consolidated balance sheet are as follows: June 30, 2023 December 31, 2022 In thousands Third Party Related Party Total Third Party Related Party Total Assets Finance lease right-of-use assets (included in property and equipment, net) $ 4,804 $ — $ 4,804 $ 5,916 $ — $ 5,916 Operating lease right-of-use assets 4,496 1,232 5,728 5,819 1,394 7,213 Total leased assets $ 9,300 $ 1,232 $ 10,532 $ 11,735 $ 1,394 $ 13,129 Liabilities Lease liabilities, current: Finance lease liabilities $ 2,946 $ — $ 2,946 $ 3,023 $ — $ 3,023 Operating lease liabilities 1,845 350 2,195 2,130 322 2,452 Lease liabilities, current 4,791 350 5,141 5,153 322 5,475 Lease liabilities, noncurrent: Finance lease liabilities 2,018 — 2,018 2,976 — 2,976 Operating lease liabilities 4,020 909 4,929 4,672 1,093 5,765 Lease liabilities, noncurrent 6,038 909 6,947 7,648 1,093 8,741 Total leased liabilities $ 10,829 $ 1,259 $ 12,088 $ 12,801 $ 1,415 $ 14,216 Accumulated amortization related to the finance lease assets was $5.7 million and $3.9 million as of June 30, 2023 and December 31, 2022, respectively. The following table summarizes our lease term and discount rate assumptions as of June 30, 2023: June 30, 2023 Third Party Related Party Total Weighted-average remaining lease term (years): Finance leases 1.79 — 1.79 Operating leases 3.53 3.42 3.51 Weighted-average discount rate: Finance leases 6.5% — 6.5% Operating leases 7.3% 5.3% 7.0% 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 June 30, 2023, have been reconciled to the total operating and finance lease liabilities recognized on the unaudited condensed consolidated balance sheets as of June 30, 2023 as follows: June 30, 2023 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total Remaining 2023 $ 1,668 $ — $ 1,668 $ 1,108 $ 195 $ 1,303 2024 2,625 — 2,625 2,068 421 2,489 2025 932 — 932 1,651 427 2,078 2026 25 — 25 1,029 324 1,353 2027 — — — 457 — 457 Thereafter — — — 379 — 379 Total lease payments 5,250 — 5,250 6,692 1,367 8,059 Less: Interest 286 — 286 827 108 935 Present value of lease liabilities $ 4,964 $ — $ 4,964 $ 5,865 $ 1,259 $ 7,124 In the three months ended June 30, 2023, we recorded an impairment charge of $0.4 million in our Integrated Care Management segment in connection with the write-down of an office lease which is included in impairment of goodwill, intangible assets, and other long-lived assets in our unaudited condensed consolidated statements of operations. Prior to the adoption of ASC 2016-02, Leases , the following was disclosed in our Quarterly Report on Form 10-Q in the three and six months ended June 30, 2022: Total rent expense under related party and third-party agreements consisted of the following: In thousands Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Related party $ 218 $ 400 Third-party 1,106 1,976 Sublease income (149) (246) Total rent expense, net of sublease income $ 1,175 $ 2,130 In the six months ended June 30, 2022, we recorded additional lease abandonment expense totaling $0.1 million related to a termination fee we paid to exit an office which is included in impairment of goodwill, intangible assets, and other long-lived assets in our unaudited condensed consolidated statements of operations.
Leases	LeasesThe components of lease expense consisted of the following in the three and six months ended June 30, 2023: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 In thousands Third Party Related Party Total Third Party Related Party Total Finance lease costs: Amortization of right-of-use assets $ 847 $ — $ 847 $ 1,732 $ — $ 1,732 Interest on lease liabilities 81 — 81 169 — 169 Operating lease costs 593 98 691 1,309 196 1,505 Short-term lease costs 39 — 39 66 67 133 Variable lease costs 309 — 309 453 — 453 Sublease income (113) — (113) (242) — (242) Total lease costs $ 1,756 $ 98 $ 1,854 $ 3,487 $ 263 $ 3,750 Lease-related assets and liabilities recorded on the unaudited condensed consolidated balance sheet are as follows: June 30, 2023 December 31, 2022 In thousands Third Party Related Party Total Third Party Related Party Total Assets Finance lease right-of-use assets (included in property and equipment, net) $ 4,804 $ — $ 4,804 $ 5,916 $ — $ 5,916 Operating lease right-of-use assets 4,496 1,232 5,728 5,819 1,394 7,213 Total leased assets $ 9,300 $ 1,232 $ 10,532 $ 11,735 $ 1,394 $ 13,129 Liabilities Lease liabilities, current: Finance lease liabilities $ 2,946 $ — $ 2,946 $ 3,023 $ — $ 3,023 Operating lease liabilities 1,845 350 2,195 2,130 322 2,452 Lease liabilities, current 4,791 350 5,141 5,153 322 5,475 Lease liabilities, noncurrent: Finance lease liabilities 2,018 — 2,018 2,976 — 2,976 Operating lease liabilities 4,020 909 4,929 4,672 1,093 5,765 Lease liabilities, noncurrent 6,038 909 6,947 7,648 1,093 8,741 Total leased liabilities $ 10,829 $ 1,259 $ 12,088 $ 12,801 $ 1,415 $ 14,216 Accumulated amortization related to the finance lease assets was $5.7 million and $3.9 million as of June 30, 2023 and December 31, 2022, respectively. The following table summarizes our lease term and discount rate assumptions as of June 30, 2023: June 30, 2023 Third Party Related Party Total Weighted-average remaining lease term (years): Finance leases 1.79 — 1.79 Operating leases 3.53 3.42 3.51 Weighted-average discount rate: Finance leases 6.5% — 6.5% Operating leases 7.3% 5.3% 7.0% 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 June 30, 2023, have been reconciled to the total operating and finance lease liabilities recognized on the unaudited condensed consolidated balance sheets as of June 30, 2023 as follows: June 30, 2023 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total Remaining 2023 $ 1,668 $ — $ 1,668 $ 1,108 $ 195 $ 1,303 2024 2,625 — 2,625 2,068 421 2,489 2025 932 — 932 1,651 427 2,078 2026 25 — 25 1,029 324 1,353 2027 — — — 457 — 457 Thereafter — — — 379 — 379 Total lease payments 5,250 — 5,250 6,692 1,367 8,059 Less: Interest 286 — 286 827 108 935 Present value of lease liabilities $ 4,964 $ — $ 4,964 $ 5,865 $ 1,259 $ 7,124 In the three months ended June 30, 2023, we recorded an impairment charge of $0.4 million in our Integrated Care Management segment in connection with the write-down of an office lease which is included in impairment of goodwill, intangible assets, and other long-lived assets in our unaudited condensed consolidated statements of operations. Prior to the adoption of ASC 2016-02, Leases , the following was disclosed in our Quarterly Report on Form 10-Q in the three and six months ended June 30, 2022: Total rent expense under related party and third-party agreements consisted of the following: In thousands Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Related party $ 218 $ 400 Third-party 1,106 1,976 Sublease income (149) (246) Total rent expense, net of sublease income $ 1,175 $ 2,130 In the six months ended June 30, 2022, we recorded additional lease abandonment expense totaling $0.1 million related to a termination fee we paid to exit an office which is included in impairment of goodwill, intangible assets, and other long-lived assets in our unaudited condensed consolidated statements of operations.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments Operating leases See Note 15, 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 11, 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 condensed 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 June 30, 2023 and December 31, 2022, and is included in accrued expenses in our unaudited condensed consolidated balance sheets. The amount of the ultimate loss may range from $8.0 million to $26.3 million. Indemnification Certain of our agreements require us to indemnify our customers from any claim or finding of intellectual property infringements, as well as from any losses incurred relating to breach of representations, failure to perform, or specific events as outlined within the particular contract. We have not received any claims or estimated the maximum potential amount of indemnification liability under these agreements and have recorded no liabilities for these agreements.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Management has determined that no material events or transactions have occurred subsequent to the balance sheet date, other than those events noted below, that require disclosure in our unaudited condensed consolidated financial statements. On August 8, 2023, the Board approved an Amended and Restated Employment Agreement between the Chief Financial Officer and the Company that amends and restates in its entirety, and replaces, the Employment Agreement between the Chief Financial Officer and the Company dated October 24, 2021. The Company and the Chief Financial Officer entered into the Amended and Restated Employment Agreement on August 8, 2023.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Principles of Consolidation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Our unaudited condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited consolidated financial statements. Our unaudited condensed consolidated balance sheet as of December 31, 2022 has been derived from our audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Principles of Consolidation	Our unaudited condensed consolidated financial statements include the accounts of UpHealth and its consolidated subsidiaries. As described in Note 1, Organization and Business , our Glocal subsidiary was deconsolidated effective July 2022.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes thereto. Significant estimates and assumptions made by management include the determination of: • The identification and reporting of variable interest entities (“VIEs”). We consolidate VIEs when we have variable interests and are the primary beneficiary. We continually evaluate our involvement with VIEs to determine when these criteria are met. • The valuation of equity investments, including our determination of the carrying 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.
Allowance for Expected Credit Losses	Allowance for Expected Credit Losses We closely monitor our accounts receivable balances and estimate the allowance for expected credit losses. The estimate is primarily based on historical collection experience and other factors, including those related to current market conditions and events. Credit losses associated with accounts receivable have not been material historically.
Equity Investment	Equity Investment As discussed in Deconsolidation of Equity Investment in Note 1, Organization and Business , as of June 30, 2023 and December 31, 2022, 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 Accounting Standards Codification (“ASC”) 321 measurement alternative, whereby the investment was measured at cost and will continue to be evaluated for any indicators of impairment.
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 as of December 31, 2022. 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. and reported in impairment of goodwill, intangible assets, and other long-lived assets in our unaudited condensed consolidated statements of operations.
New Accounting Pronouncements Not Yet Adopted/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 of the adoption of this ASU will have on our unaudited condensed consolidated financial statements. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequently issued several supplemental/clarifying ASUs (collectively, “ASC 326”). This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, other long-term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which amended the scope of ASC 326 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with ASC 842. This ASU was effective for us on January 1, 2023, and the adoption did not have a material effect on our unaudited condensed consolidated financial statements.
Fair Value of Financial Instruments	The fair value hierarchy is as follows: Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 - Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
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: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As Reported Reclassifications As Adjusted As Reported Reclassifications As Adjusted Revenues: Services $ 28,096 $ — $ 28,096 $ 53,782 $ — $ 53,782 Licenses and subscriptions 6,812 — 6,812 8,593 — 8,593 Products 8,760 — 8,760 17,265 — 17,265 Total revenues 43,668 — 43,668 79,640 — 79,640 Costs of revenues: Services 14,762 1,470 16,232 29,207 2,783 31,990 License and subscriptions 217 — 217 450 — 450 Products 6,296 — 6,296 12,286 — 12,286 Total costs of revenues 21,275 1,470 22,745 41,943 2,783 44,726 Gross profit 22,393 (1,470) 20,923 37,697 (2,783) 34,914 Operating expenses: Sales and marketing 3,486 53 3,539 6,212 761 6,973 Research and development 1,782 229 2,011 3,369 400 3,769 General and administrative 14,632 (1,752) 12,880 28,291 (3,944) 24,347 Depreciation and amortization 4,700 — 4,700 9,936 — 9,936 Stock-based compensation 1,088 — 1,088 2,462 — 2,462 Impairment of goodwill, intangible assets, and other long-lived assets — — — 6,174 75 6,249 Acquisition, integration, and transformation costs 6,749 — 6,749 9,208 (75) 9,133 Total operating expenses 32,437 (1,470) 30,967 65,652 (2,783) 62,869 Loss from operations (10,044) — (10,044) (27,955) — (27,955) Other expense: Interest expense (6,603) — (6,603) (13,598) — (13,598) Other income, net, including interest income 1,950 — 1,950 6,858 — 6,858 Total other expense (4,653) — (4,653) (6,740) — (6,740) Loss before income tax benefit (expense) (14,697) — (14,697) (34,695) — (34,695) Income tax benefit (expense) 2,232 — 2,232 4,525 — 4,525 Net loss (12,465) — (12,465) (30,170) — (30,170) Less: net loss attributable to noncontrolling interests (27) — (27) (287) — (287) Net loss attributable to UpHealth, Inc. $ (12,438) $ — $ (12,438) $ (29,883) $ — $ (29,883)

Revenues (Tables)

Revenues (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenues	Revenues by geography consisted of the following: Three months ended June 30, Six months ended June 30, (In thousands) 2023 2022 2023 2022 Americas $ 37,823 $ 40,073 $ 79,968 $ 72,736 Asia — 3,595 — 6,904 Total revenues $ 37,823 $ 43,668 $ 79,968 $ 79,640
Schedule of Change in Contract Assets and Contract Liabilities	The change in contract assets was as follows: Six Months Ended June 30, (In thousands) 2023 2022 Unbilled receivables, beginning of period $ 694 $ 784 Reclassifications to billed receivables (694) (232) Revenues recognized in excess of period billings 711 417 Unbilled receivables, end of period $ 711 $ 969 The change in contract liabilities, consisting of deferred revenue, was as follows: Six Months Ended June 30, (In thousands) 2023 2022 Deferred revenue, beginning of period $ 2,737 $ 2,649 Revenues recognized from balances held at the beginning of the period (2,620) (1,998) Revenues deferred from period collections on unfulfilled performance obligations 2,395 5,801 Deferred revenue, end of period $ 2,512 $ 6,452
Schedule of Remaining Performance Obligations	Remaining performance obligations consisted of the following as of June 30, 2023: (In thousands) Remaining 2023 2024 Total Subscriptions $ 2,882 $ 3,739 $ 6,621 Program management and professional services 1,143 963 2,106 Total $ 4,025 $ 4,702 $ 8,727

Supplemental Financial Statem_2

Supplemental Financial Statement Information (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Leasehold improvements $ 908 $ 868 Electrical and other equipment 21 21 Computer equipment, furniture and fixtures 16,599 16,222 Vehicles 272 302 Capitalized software development costs 7,801 4,404 Capitalized software development costs in progress 1,322 2,590 26,923 24,407 Accumulated depreciation and amortization (12,926) (10,338) Total property and equipment, net $ 13,997 $ 14,069
Schedule of Accrued Liabilities	Accrued expenses consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Accrued professional fees $ 14,885 $ 14,245 Accrued products and licenses 17,820 17,820 Accrued interest on debt 673 741 Accrued payroll and bonuses 4,301 5,163 Due to related party 304 229 Income tax payable 796 388 Other accruals 223 794 Total accrued expenses $ 39,002 $ 39,380
Summary of Other Noncurrent Liabilities	Other liabilities, noncurrent consisted of the following (In thousands) June 30, 2023 December 31, 2022 Derivative liability, noncurrent $ 59 $ 56 Warrant liabilities, noncurrent 17 9 Other liabilities, noncurrent 200 662 Total other liabilities, noncurrent $ 276 $ 727
Summary of Impairment of Goodwill, Intangible Assets and Other Long lived Assets	Impairment of goodwill, intangible assets, and other long-lived assets consisted of the following: Three months ended June 30, Six months ended June 30, (In thousands) 2023 2022 2023 2022 Impairment of goodwill $ 7,797 $ — $ 8,292 $ 5,494 Impairment of long-lived assets 449 — 449 75 Impairment of intangible assets — — — 680 Total impairment of goodwill, intangible assets, and other long-lived assets: $ 8,246 $ — $ 8,741 $ 6,249
Summary of Other Income, Net, Including Interest Income	Other income, net, including interest income consisted of the following: Three months ended June 30, Six months ended June 30, (In thousands) 2023 2022 2023 2022 Gain (loss) on fair value of derivative liability $ (29) $ 1,841 $ (3) $ 6,670 Gain (loss) on fair value of warrant liabilities — 95 (8) 190 Other income, net, including interest income 155 14 138 (2) Total other income, net, including interest income $ 126 $ 1,950 $ 127 $ 6,858

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Changes in Carrying Amounts of Intangible Assets	The following table summarizes the gross carrying amount and accumulated amortization for intangible assets as of June 30, 2023: (In thousands) Trade Names Technology and Intellectual Property Customer Relationships Total Gross carrying amount as of June 30, 2023 $ 15,242 $ 10,634 $ 17,613 $ 43,489 Accumulated amortization (4,012) (5,521) (4,887) (14,420) Intangible assets, net as of June 30, 2023 $ 11,230 $ 5,113 $ 12,726 $ 29,069 The following table summarizes the gross carrying amount and accumulated amortization for intangible assets as of December 31, 2022: (In thousands) Trade Names Technology and Intellectual Property Customer Relationships Total Gross carrying amount as of December 31, 2022 $ 15,242 $ 10,634 $ 17,613 $ 43,489 Accumulated amortization (3,295) (4,762) (4,070) (12,127) Intangible assets, net as of December 31, 2022 $ 11,947 $ 5,872 $ 13,543 $ 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 Remaining 2023 $ 709 $ 770 $ 808 $ 2,287 2024 1,417 1,540 1,616 4,573 2025 1,417 1,540 1,616 4,573 2026 1,417 909 1,616 3,942 2027 1,417 354 1,616 3,387 Thereafter 4,853 — 5,454 10,307 $ 11,230 $ 5,113 $ 12,726 $ 29,069

Goodwill (Tables)

Goodwill (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Changes in the Carrying Amount of Goodwill	The carrying amount of goodwill consisted of the following: (In thousands) Goodwill Balance as of December 31, 2022 $ 159,675 Impairments (6,357) Balance as of June 30, 2023 $ 153,318

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-Term Debt	Debt consisted of the following: (In thousands) June 30, 2023 December 31, 2022 2025 Notes $ 57,227 $ 67,500 2026 Notes 115,000 115,000 Total debt 172,227 182,500 Less: unamortized original issue and debt discount (30,972) (36,538) Total debt, net of unamortized original issue and debt discount 141,255 145,962 Less: current portion of debt — — Noncurrent portion of debt $ 141,255 $ 145,962

Fair Value of Financial Measure

Fair Value of Financial Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following tables present information about our financial assets and liabilities measured at fair value on are recurring basis: June 30, 2023 (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 37,918 $ — $ — $ 37,918 $ 37,918 $ — $ — $ 37,918 Liabilities: Derivative liability $ — $ — $ 59 $ 59 Warrant liability — 17 — 17 $ — $ 17 $ 59 $ 76 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
Schedule of Cash and Cash Equivalents	Cash equivalents as of June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 37,918 $ — $ — $ 37,918 Total cash equivalents $ 37,918 $ — $ — $ 37,918 December 31, 2022 (In thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds $ 1,681 $ — $ — $ 1,681 Total cash equivalents $ 1,681 $ — $ — $ 1,681
Schedule of Fair Value Significant Assumptions	The fair value of the derivative liabil ity is considered a Level 3 valuation and is determined using a Binomial Lattice Option Pricing Model. The significant assumptions used in the model were: June 30, 2023 December 31, 2022 Stock price $1.90 $1.63 Volatility 100.0% 95.0% Risk free rate 4.51% 4.17% Exercise price $106.50 $106.50 Expected life (in years) 2.95 3.44 Conversion periods 5 months-3 years 2-4 years Future share price $5.90-$594.30 $0.10-$405.60

Capital Structure (Tables)

Capital Structure (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Common Stock Reserved for Future Issuance	The following table summarizes shares of common stock reserved for future issuance as of June 30, 2023 (recorded on a post-reverse split basis): (In thousands) Number of Shares Restricted stock units outstanding 2,222 Stock options outstanding 54 Shares issuable upon conversion of 2025 Notes 3,857 Shares issuable upon conversion of 2026 Notes 1,080 Shares issuable upon conversion of 2021 Public Warrants 1,725 Shares issuable upon conversion of 2021 Private Warrants 57 Shares issuable upon conversion of 2021 PIPE Warrants 29 Shares issuable upon conversion of the 2023 Private Placement Series A Warrants 3,000 Shares issuable upon conversion of the 2023 Private Placement Series B Warrants 3,000 Shares issuable upon conversion of the 2023 Private Placement Pre-Funded Warrants 1,250 Shares available for future grant under 2021 EIP 575 16,849
Summary of Stock Option Activity	The following table summarizes stock option activity under the Cloudbreak Plan (recorded on a post-reverse split basis): Number of Shares Weighted Average Exercise Price Per Share Outstanding as of December 31, 2022 138 $ 50.76 Options exercised — $ — Outstanding as of March 31, 2023 138 $ 50.76 Options forfeited or expired (84) $ 53.00 Outstanding as of June 30, 2023 54 $ 47.35
Summary 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 December 31, 2022 878 $ 6.61 RSUs granted 663 $ 2.03 RSUs vested and released (82) $ 16.09 RSUs forfeited (118) $ 7.10 Outstanding as of March 31, 2023 1,341 $ 3.91 RSUs granted 1,000 $ 1.56 RSUs vested and released (277) $ 5.67 RSUs forfeited (42) $ 1.95 Outstanding as of June 30, 2023 2,022 $ 2.55 2023 Inducement Equity Incentive Plan On May 1, 2023, our Board of Directors approved up to 700,000 shares to be issued under a 2023 Inducement Equity Incentive Plan, the “2023 IEIP”. The following table summarizes our RSU activity under the 2023 IEIP: Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2022 — $ — RSUs granted 200 $ 1.24 RSUs vested and released — $ — RSUs forfeited — $ — Outstanding as of June 30, 2023 200 $ 1.24

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) Per Share	Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share data) 2023 2022 2023 2022 Numerator: Net income (loss) attributable to UpHealth, Inc. $ (19,127) $ (12,438) $ (27,210) $ (29,883) Denominator: Weighted average shares outstanding (1) 18,220 14,462 16,975 14,458 Diluted effect of stock options — — — — Diluted effect of RSUs — — — — Weighted average shares outstanding assuming dilution 18,220 14,462 16,975 14,458 Net income (loss) per share attributable to UpHealth, Inc.: Basic $ (1.05) $ (0.86) $ (1.60) $ (2.07) Diluted $ (1.05) $ (0.86) $ (1.60) $ (2.07) (1) The shares and earnings per share as of June 30, 2022 differ from those published in our prior unaudited condensed consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described in Note 1, Organization and Business ).

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting	Revenues by segment consisted of the following: Three Months Ended June 30, Six Months Ended June 30, In thousands 2023 2022 2023 2022 Virtual Care Infrastructure $ 16,838 $ 16,815 $ 34,296 $ 32,445 Services 15,503 19,030 36,317 36,760 Integrated Care Management 5,482 7,823 9,355 10,435 Total revenues $ 37,823 $ 43,668 $ 79,968 $ 79,640 Gross profit by segment consisted of the following: Three Months Ended June 30, Six Months Ended June 30, In thousands 2023 2022 2023 2022 Virtual Care Infrastructure $ 8,470 $ 7,255 $ 18,655 $ 13,756 Services 7,728 6,774 17,639 12,626 Integrated Care Management 3,778 6,894 6,358 8,532 Total gross profit $ 19,976 $ 20,923 $ 42,652 $ 34,914 Total assets by segment consisted of the following: In thousands June 30, 2023 December 31, 2022 Virtual Care Infrastructure $ 133,078 $ 140,776 Services 48,981 124,980 Integrated Care Management 47,635 44,776 Corporate 65,384 29,272 Total assets $ 295,078 $ 339,804

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of Components of Lease Expense	The components of lease expense consisted of the following in the three and six months ended June 30, 2023: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 In thousands Third Party Related Party Total Third Party Related Party Total Finance lease costs: Amortization of right-of-use assets $ 847 $ — $ 847 $ 1,732 $ — $ 1,732 Interest on lease liabilities 81 — 81 169 — 169 Operating lease costs 593 98 691 1,309 196 1,505 Short-term lease costs 39 — 39 66 67 133 Variable lease costs 309 — 309 453 — 453 Sublease income (113) — (113) (242) — (242) Total lease costs $ 1,756 $ 98 $ 1,854 $ 3,487 $ 263 $ 3,750
Schedule of Company's Lease Assets and Liabilities, Lease Term and Discount Rate Assumptions	Lease-related assets and liabilities recorded on the unaudited condensed consolidated balance sheet are as follows: June 30, 2023 December 31, 2022 In thousands Third Party Related Party Total Third Party Related Party Total Assets Finance lease right-of-use assets (included in property and equipment, net) $ 4,804 $ — $ 4,804 $ 5,916 $ — $ 5,916 Operating lease right-of-use assets 4,496 1,232 5,728 5,819 1,394 7,213 Total leased assets $ 9,300 $ 1,232 $ 10,532 $ 11,735 $ 1,394 $ 13,129 Liabilities Lease liabilities, current: Finance lease liabilities $ 2,946 $ — $ 2,946 $ 3,023 $ — $ 3,023 Operating lease liabilities 1,845 350 2,195 2,130 322 2,452 Lease liabilities, current 4,791 350 5,141 5,153 322 5,475 Lease liabilities, noncurrent: Finance lease liabilities 2,018 — 2,018 2,976 — 2,976 Operating lease liabilities 4,020 909 4,929 4,672 1,093 5,765 Lease liabilities, noncurrent 6,038 909 6,947 7,648 1,093 8,741 Total leased liabilities $ 10,829 $ 1,259 $ 12,088 $ 12,801 $ 1,415 $ 14,216 The following table summarizes our lease term and discount rate assumptions as of June 30, 2023: June 30, 2023 Third Party Related Party Total Weighted-average remaining lease term (years): Finance leases 1.79 — 1.79 Operating leases 3.53 3.42 3.51 Weighted-average discount rate: Finance leases 6.5% — 6.5% Operating leases 7.3% 5.3% 7.0%
Summary of 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 June 30, 2023, have been reconciled to the total operating and finance lease liabilities recognized on the unaudited condensed consolidated balance sheets as of June 30, 2023 as follows: June 30, 2023 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total Remaining 2023 $ 1,668 $ — $ 1,668 $ 1,108 $ 195 $ 1,303 2024 2,625 — 2,625 2,068 421 2,489 2025 932 — 932 1,651 427 2,078 2026 25 — 25 1,029 324 1,353 2027 — — — 457 — 457 Thereafter — — — 379 — 379 Total lease payments 5,250 — 5,250 6,692 1,367 8,059 Less: Interest 286 — 286 827 108 935 Present value of lease liabilities $ 4,964 $ — $ 4,964 $ 5,865 $ 1,259 $ 7,124
Summary of 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 June 30, 2023, have been reconciled to the total operating and finance lease liabilities recognized on the unaudited condensed consolidated balance sheets as of June 30, 2023 as follows: June 30, 2023 Finance Leases Operating Leases In thousands Third Party Related Party Total Third Party Related Party Total Remaining 2023 $ 1,668 $ — $ 1,668 $ 1,108 $ 195 $ 1,303 2024 2,625 — 2,625 2,068 421 2,489 2025 932 — 932 1,651 427 2,078 2026 25 — 25 1,029 324 1,353 2027 — — — 457 — 457 Thereafter — — — 379 — 379 Total lease payments 5,250 — 5,250 6,692 1,367 8,059 Less: Interest 286 — 286 827 108 935 Present value of lease liabilities $ 4,964 $ — $ 4,964 $ 5,865 $ 1,259 $ 7,124
Schedule of Rent Expense	Total rent expense under related party and third-party agreements consisted of the following: In thousands Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Related party $ 218 $ 400 Third-party 1,106 1,976 Sublease income (149) (246) Total rent expense, net of sublease income $ 1,175 $ 2,130

Organization and Business - Nar

Organization and Business - Narrative (Details) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended	6 Months Ended
	Dec. 08, 2022	Dec. 05, 2022 $ / shares	Jul. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	May 11, 2023 USD ($)	Feb. 26, 2023	Jun. 30, 2022 USD ($)
Class of Stock [Line Items]
Loss on deconsolidation of equity investment			$ 37.7
Fair value of Glocal								$ 21.2
Amount derecognized					$ 14.3
Company transferred amount to a designated “Share Account”				$ 5.1
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Reverse stock split	0.1
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Innovation Group
Class of Stock [Line Items]
Consideration						$ 56
Innovations Group
Class of Stock [Line Items]
Noncontrolling interest, ownership percentage by parent						100%	100%
Minimum
Class of Stock [Line Items]
Reverse stock split		0.4
Maximum
Class of Stock [Line Items]
Reverse stock split		0.1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues	$ 37,823		$ 43,668		$ 79,968	$ 79,640
Total costs of revenues	17,847		22,745		37,316	44,726
Gross profit	19,976		20,923		42,652	34,914
Operating expenses:
Sales and marketing	2,421		3,539		7,040	6,973
Research and development	848		2,011		2,133	3,769
General and administrative	12,765		12,880		23,774	24,347
Depreciation and amortization	1,736		4,700		3,347	9,936
Stock-based compensation	1,058		1,088		2,047	2,462
Impairment of goodwill, intangible assets, and other long-lived assets	8,246		0		8,741	6,249
Acquisition, integration, and transformation costs	3,644		6,749		7,090	9,133
Total operating expenses	30,718		30,967		54,172	62,869
Loss from operations	(10,742)		(10,044)		(11,520)	(27,955)
Other expense:
Interest expense	(7,136)		(6,603)		(13,994)	(13,598)
Other income, net, including interest income	126		1,950		127	6,858
Total other expense	(7,010)		(4,653)		(13,867)	(6,740)
Loss before income tax benefit (expense)	(17,752)		(14,697)		(25,387)	(34,695)
Income tax benefit (expense)	(867)		2,232		(867)	4,525
Net loss	(18,619)	$ (7,635)	(12,465)	$ (17,705)	(26,254)	(30,170)
Less: net income (loss) attributable to noncontrolling interests	508		(27)		956	(287)
Net loss attributable to UpHealth, Inc.	(19,127)		(12,438)		(27,210)	(29,883)
As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues			43,668			79,640
Total costs of revenues			21,275			41,943
Gross profit			22,393			37,697
Operating expenses:
Sales and marketing			3,486			6,212
Research and development			1,782			3,369
General and administrative			14,632			28,291
Depreciation and amortization			4,700			9,936
Stock-based compensation			1,088			2,462
Impairment of goodwill, intangible assets, and other long-lived assets			0			6,174
Acquisition, integration, and transformation costs			6,749			9,208
Total operating expenses			32,437			65,652
Loss from operations			(10,044)			(27,955)
Other expense:
Interest expense			(6,603)			(13,598)
Other income, net, including interest income			1,950			6,858
Total other expense			(4,653)			(6,740)
Loss before income tax benefit (expense)			(14,697)			(34,695)
Income tax benefit (expense)			2,232			4,525
Net loss			(12,465)			(30,170)
Less: net income (loss) attributable to noncontrolling interests			(27)			(287)
Net loss attributable to UpHealth, Inc.			(12,438)			(29,883)
Reclassifications
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total costs of revenues			1,470			2,783
Gross profit			(1,470)			(2,783)
Operating expenses:
Sales and marketing			53			761
Research and development			229			400
General and administrative			(1,752)			(3,944)
Impairment of goodwill, intangible assets, and other long-lived assets						75
Acquisition, integration, and transformation costs						(75)
Total operating expenses			(1,470)			(2,783)
Loss from operations			0			0
Other expense:
Loss before income tax benefit (expense)			0			0
Net loss			0			0
Net loss attributable to UpHealth, Inc.			0			0
Services
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues			28,096			53,782
Total costs of revenues			16,232			31,990
Services | As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues			28,096			53,782
Total costs of revenues			14,762			29,207
Services | Reclassifications
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total costs of revenues			1,470			2,783
Licenses and subscriptions
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues	2,852		6,812		4,788	8,593
Total costs of revenues	403		217		722	450
Licenses and subscriptions | As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues			6,812			8,593
Total costs of revenues			217			450
Products
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues	3,884		8,760		13,152	17,265
Total costs of revenues	$ 2,490		6,296		$ 7,896	12,286
Products | As reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenues			8,760			17,265
Total costs of revenues			$ 6,296			$ 12,286

Significant Transactions - Narr

Significant Transactions - Narrative (Details) $ in Thousands		3 Months Ended			6 Months Ended
	May 11, 2023 USD ($)	Jun. 30, 2023 USD ($) business	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) business	Jun. 30, 2022 USD ($)	Feb. 26, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Businesses classified as held for sale | business		0			0
Proceeds from sale of business, net of expenses					$ 54,861	$ 0
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Innovations Group
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration	$ 56,000
Total loss on disposal group held for sale		$ 1,400
Proceeds from sale of business, net of expenses	$ 54,900
Disposal Group, Held-for-sale, Not Discontinued Operations | Innovations Group
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets				$ 65,300
Liabilities				11,100
Total loss on disposal group held for sale		$ 1,400	$ 500	$ 1,800	$ 1,900
Innovations Group
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Noncontrolling interest, ownership percentage by parent	100%						100%

Revenues - Disaggregation of Re

Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 37,823	$ 43,668	$ 79,968	$ 79,640
Americas
Disaggregation of Revenue [Line Items]
Total revenues	37,823	40,073	79,968	72,736
Asia
Disaggregation of Revenue [Line Items]
Total revenues	$ 0	$ 3,595	$ 0	$ 6,904

Revenues - Narrative (Details)

Revenues - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Concentration Risk [Line Items]
Impairment of contract assets	$ 0	$ 0	$ 0	$ 0
Revenue recognized, percentage	3.10%	1%	3.30%	2.50%
Revenue Recognition Timing | Total revenue | Transferred over-time
Concentration Risk [Line Items]
Concentration risk, percentage	86%	68%	80%	71%

Revenues - Contract Assets (Det

Revenues - Contract Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Change In Contract With Customer, Asset [Roll Forward]
Unbilled receivables, beginning of period	$ 694	$ 784
Reclassifications to billed receivables	(694)	(232)
Revenues recognized in excess of period billings	711	417
Unbilled receivables, end of period	$ 711	$ 969

Revenues - Contract Liabilities

Revenues - Contract Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Change In Contract With Customer, Liability [Roll Forward]
Deferred revenue, beginning of period	$ 2,737	$ 2,649
Revenues recognized from balances held at the beginning of the period	(2,620)	(1,998)
Revenues deferred from period collections on unfulfilled performance obligations	2,395	5,801
Deferred revenue, end of period	$ 2,512	$ 6,452

Revenues - Remaining Performanc

Revenues - Remaining Performance Obligations (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 8,727
Subscriptions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	6,621
Program management and professional services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	2,106
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 4,025
Remaining performance obligations, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Subscriptions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 2,882
Remaining performance obligations, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Program management and professional services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 1,143
Remaining performance obligations, period	6 months
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	$ 4,702
Remaining performance obligations, period	1 year
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	$ 3,739
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	$ 963
Remaining performance obligations, period	1 year

Supplemental Financial Statem_3

Supplemental Financial Statement Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 26,923	$ 24,407
Accumulated depreciation and amortization	(12,926)	(10,338)
Total property and equipment, net	13,997	14,069
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	908	868
Electrical and other equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	21	21
Computer equipment, furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	16,599	16,222
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	272	302
Capitalized software development costs
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	7,801	4,404
Capitalized software development costs in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,322	$ 2,590

Supplemental Financial Statem_4

Supplemental Financial Statement Information - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Payables and Accruals [Abstract]
Depreciation expense	$ 1.9	$ 1.8	$ 3.2	$ 3.2

Supplemental Financial Statem_5

Supplemental Financial Statement Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued professional fees	$ 14,885	$ 14,245
Accrued products and licenses	17,820	17,820
Accrued interest on debt	673	741
Accrued payroll and bonuses	4,301	5,163
Due to related party	304	229
Income tax payable	796	388
Other accruals	223	794
Total accrued expenses	$ 39,002	$ 39,380

Supplemental Financial Statem_6

Supplemental Financial Statement Information - Schedule of Other Liabilities, Noncurrent (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Derivative liability, noncurrent	$ 59	$ 56
Warrant liabilities, noncurrent	17	9
Other liabilities, noncurrent	200	662
Total other liabilities, noncurrent	$ 276	$ 727

Supplemental Financial Statem_7

Supplemental Financial Statement Information - Summary of Goodwill, Intangible Assets and Other Long-Lived Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Payables and Accruals [Abstract]
Impairment of goodwill	$ 7,797,000	$ 0	$ 8,292,000	$ 5,494,000
Impairment of long-lived assets	449,000	0	449,000	75,000
Impairment of intangible assets	0	0	0	680,000
Total impairment of goodwill, intangible assets, and other long-lived assets:	$ 8,246,000	$ 0	$ 8,741,000	$ 6,249,000

Supplemental Financial Statem_8

Supplemental Financial Statement Information - Schedule of Other Income, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Payables and Accruals [Abstract]
Gain (loss) on fair value of derivative liability	$ (29)	$ 1,841	$ (3)	$ 6,670
Gain (loss) on fair value of warrant liabilities	0	95	(8)	190
Other income, net, including interest income	155	14	138	(2)
Total other income, net, including interest income	$ 126	$ 1,950	$ 127	$ 6,858

Intangible Assets - Schedule of

Intangible Assets - Schedule of Changes in Carrying Amounts of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount	$ 43,489	$ 43,489
Accumulated amortization	(14,420)	(12,127)
Total	29,069	31,362
Trade Names
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount	15,242	15,242
Accumulated amortization	(4,012)	(3,295)
Total	11,230	11,947
Technology and Intellectual Property
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount	10,634	10,634
Accumulated amortization	(5,521)	(4,762)
Total	5,113	5,872
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Gross carrying amount	17,613	17,613
Accumulated amortization	(4,887)	(4,070)
Total	$ 12,726	$ 13,543

Intangible Assets - Narrative (

Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Impairment charge	$ 0	$ 0	$ 0	$ 680,000
Amortization expense	$ 1,100,000	$ 4,200,000	$ 2,300,000	$ 9,300,000
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	10 years		10 years
Minimum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	3 years		3 years
Minimum | Technology and Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	5 years		5 years
Maximum | Trade Names
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	10 years		10 years
Maximum | Technology and Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	7 years		7 years

Intangible Assets - Schedule _2

Intangible Assets - Schedule of Estimated Amortization Expense Related to Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Remaining 2023	$ 2,287
2024	4,573
2025	4,573
2026	3,942
2027	3,387
Thereafter	10,307
Total	29,069	$ 31,362
Trade Name Amortization
Finite-Lived Intangible Assets [Line Items]
Remaining 2023	709
2024	1,417
2025	1,417
2026	1,417
2027	1,417
Thereafter	4,853
Total	11,230	11,947
Technology and Intellectual Property Amortization
Finite-Lived Intangible Assets [Line Items]
Remaining 2023	770
2024	1,540
2025	1,540
2026	909
2027	354
Thereafter	0
Total	5,113	5,872
Customer Relationships Amortization
Finite-Lived Intangible Assets [Line Items]
Remaining 2023	808
2024	1,616
2025	1,616
2026	1,616
2027	1,616
Thereafter	5,454
Total	$ 12,726	$ 13,543

Goodwill - Narrative (Details)

Goodwill - Narrative (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Line Items]
Impairments	$ 6,400,000			$ 0	$ 6,357,000
Measurement period adjustments						$ 5,500,000
Disposal Group, Held-for-sale, Not Discontinued Operations | Innovations Group
Goodwill [Line Items]
Loss on disposal group held for sale	$ 1,400,000	$ 500,000	$ 1,800,000		$ 1,900,000

Goodwill - Schedule of Changes

Goodwill - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023
Goodwill
Beginning balance			$ 159,675,000
Impairments	$ (6,400,000)	$ 0	(6,357,000)
Ending balance	$ 153,318,000		$ 153,318,000

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 16, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 172,227		$ 182,500
Less: unamortized original issue and debt discount	(30,972)		(36,538)
Total debt, net of unamortized original issue and debt discount	141,255		145,962
Less: current portion of debt	0		0
Noncurrent portion of debt	141,255		145,962
Convertible notes | 2025 Notes
Debt Instrument [Line Items]
Total debt	57,227	$ 57,200	67,500
Convertible notes | 2026 Notes
Debt Instrument [Line Items]
Total debt	$ 115,000		$ 115,000

Debt - Narrative (Details)

Debt - Narrative (Details)							1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 15, 2023 USD ($)	Jun. 09, 2023 USD ($)	Dec. 15, 2022	Aug. 12, 2022 USD ($) $ / shares shares	Jun. 15, 2021 USD ($) shares	Jun. 09, 2021 USD ($)	Aug. 31, 2022 USD ($)	Aug. 31, 2021 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) quarterly_installment	Jun. 30, 2022 USD ($)	Jun. 16, 2023 USD ($)	May 11, 2023	Mar. 31, 2023	Feb. 26, 2023	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Interest expense									$ 7,136,000	$ 6,603,000	$ 13,994,000	$ 13,598,000
Debt issuance costs											0	3,234,000
Stock issued during period, reverse stock splits (in shares) | shares				115,000
Stock issued during period, reverse stock splits				$ 700,000
Total debt									$ 172,227,000		$ 172,227,000						$ 182,500,000
Related Party
Debt Instrument [Line Items]
Debt instrument, interest rate									3.50%		3.50%
Interest expense									$ 3,000	11,000	$ 6,000	21,000
Notes payable to related parties									200,000		$ 200,000						300,000
Number of quarterly installments | quarterly_installment											8
Accrued interest on debt									0		$ 0						0
Innovations Group
Debt Instrument [Line Items]
Noncontrolling interest, ownership percentage by parent														100%		100%
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
Proceeds from issuance of long-term debt					$ 151,900,000
Debt issuance costs				$ 2,200,000	$ 8,100,000
Fair value of derivative liability									59,000		59,000						56,000
Interest expense									4,300,000	6,000,000	8,600,000	12,000,000
Contractual interest expense									1,800,000	2,500,000	3,600,000	5,000,000
Derivative accretion									2,200,000	400,000	4,400,000	800,000
Debt issuance costs amortization									300,000	3,100,000	600,000	6,200,000
Loss on fair value of derivative liability									29,000
Gain on fair value of derivative liability										1,800,000		6,700,000
Loss on fair value of derivative liability											3,000
Repayments of convertible debt				45,000,000
Debt instrument, fact amount, per instrument				$ 2,000,000
Debt repurchase, percentage of principal amount				100%
Total debt									115,000,000		115,000,000						115,000,000
2025 Notes | Disposal Group, Not Discontinued Operations | Innovation Group
Debt Instrument [Line Items]
Net proceeds		0.20
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									2,300,000		4,600,000
Debt issuance costs amortization									400,000		600,000
Write off of debt issuance costs									300,000		300,000
Repayments of convertible debt	$ 10,300,000
Debt repurchase, percentage of principal amount		100%		105%
Gross cash proceeds				$ 22,500,000
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%
Repurchased face amount		$ 10,300,000
Percentage of principal amount redeemed	15.22%
Total debt									57,227,000		57,227,000		$ 57,200,000				67,500,000
Interest expense									$ 2,700,000		$ 5,200,000
Effective interest rate									14.25%		14.25%				14.03%
2025 Notes | Convertible notes | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (percent)				9%
Seller Notes | Notes payable, other payables
Debt Instrument [Line Items]
Principal amount									$ 0		$ 0						0
Interest expense									0	$ 500,000	0	$ 900,000
Accrued interest on debt									$ 0		$ 0						$ 0
Repayments of sellers notes						$ 88,100,000	$ 18,700,000	$ 11,100,000
Payment for accrued interest							$ 1,900,000

Fair Value of Financial Instr_2

Fair Value of Financial Instruments - Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Liabilities:
Warrant liability	$ 17	$ 9
Money market funds
Assets:
Cash equivalents - money market funds	37,918	1,681
Fair Value, Recurring
Assets:
Total assets	37,918	1,681
Liabilities:
Derivative liability	59	56
Warrant liability	17	9
Total liabilities	76	65
Fair Value, Recurring | Money market funds
Assets:
Cash equivalents - money market funds	37,918	1,681
Fair Value, Recurring | Level 1
Assets:
Total assets	37,918	1,681
Liabilities:
Derivative liability	0	0
Warrant liability	0	0
Total liabilities	0	0
Fair Value, Recurring | Level 1 | Money market funds
Assets:
Cash equivalents - money market funds	37,918	1,681
Fair Value, Recurring | Level 2
Assets:
Total assets	0	0
Liabilities:
Derivative liability	0	0
Warrant liability	17	9
Total liabilities	17	9
Fair Value, Recurring | Level 2 | Money market funds
Assets:
Cash equivalents - money market funds	0	0
Fair Value, Recurring | Level 3
Assets:
Total assets	0	0
Liabilities:
Derivative liability	59	56
Warrant liability	0	0
Total liabilities	59	56
Fair Value, Recurring | Level 3 | Money market funds
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	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Cash and Cash Equivalents [Line Items]
Amortized Cost	$ 46,803	$ 15,557	$ 40,629
Money market funds
Cash and Cash Equivalents [Line Items]
Amortized Cost	37,918	1,681
Fair Value	$ 37,918	$ 1,681

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	$ 17		$ 17		$ 9
Gain (loss) on fair value of warrant liabilities	$ 0	$ 95	$ (8)	$ 190
2021 Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value price of warrants (in dollars per share)	$ 0.02		$ 0.02		$ 0.01
Fair value of warrants	$ 11		$ 11		$ 6
Gain (loss) on fair value of warrant liabilities	$ 0	100	$ (5)	100
2021 PIPE Subscription Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value price of warrants (in dollars per share)	$ 0.02		$ 0.02		$ 0.01
Fair value of warrants	$ 6		$ 6		$ 3
Gain (loss) on fair value of warrant liabilities	0	33	(3)	100
2026 Notes | Convertible notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivative liability	59		59		$ 56
Loss on fair value of derivative liability	$ 29
Gain on fair value of derivative liability		$ 1,800		$ 6,700
Loss on fair value of derivative liability			$ 3

Fair Value of Financial Instr_5

Fair Value of Financial Instruments - Schedule of Fair Value Significant Assumptions (Details) - Level 3	Jun. 30, 2023 $ / shares yr mo Year	Dec. 31, 2022 $ / shares yr Year
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	1.90	1.63
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	1	0.950
Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.0451	0.0417
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	2.95	3.44
Conversion periods | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	5	2
Conversion periods | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input | yr	3	4
Future share price | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	5.90	0.10
Future share price | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	594.30	405.60

Capital Structure - Narrative (

Capital Structure - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Jun. 06, 2023	Mar. 13, 2023	Mar. 09, 2023	Mar. 31, 2023	Jun. 30, 2023	May 01, 2023	Dec. 05, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)							$ 0.0001
Issuance costs				$ 348
2023 Inducement Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)						700,000
2023 Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued or sold (in shares)			1,650,000
Common stock, par value (in dollars per share)			$ 0.0001
Number of additional shares			1,350,000
Price per share (in dollars per share)		$ 1.50
Exercise price of warrants (in dollars per share)		$ 2.04
Proceeds from issuance of stock		$ 4,500
Issuance costs		$ 300
Warrants outstanding (in shares)					1,250,000
2023 Private Placement | Series A Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant vesting term			6 months
Warrant term			5 years
Number of securities called by warrants (in shares)			3,000,000
2023 Private Placement | Series B Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant vesting term			6 months
Warrant term			2 years
Number of securities called by warrants (in shares)			3,000,000
2023 Private Placement | Pre-Funded Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price per share (in dollars per share)		$ 1.4999
Exercise price of warrants (in dollars per share)		$ 0.0001			$ 0.0001
Exercise of pre-funded warrants (in shares)	100,000

Capital Structure - Schedule of

Capital Structure - Schedule of Common Stock Reserved for Future Issuance (Details) shares in Thousands	Jun. 30, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	16,849
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)	575
Shares issuable upon conversion of 2021 Public Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	1,725
Shares issuable upon conversion of 2021 Private Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	57
Shares issuable upon conversion of 2021 PIPE Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	29
Shares issuable upon conversion of the 2023 Private Placement Series A Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	3,000
Shares issuable upon conversion of the 2023 Private Placement Series B Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	3,000
Shares issuable upon conversion of the 2023 Private Placement Pre-Funded Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	1,250
Shares issuable upon conversion of 2025 Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	3,857
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
Restricted stock units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	2,222
Stock options outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	54

Capital Structure - Summary of

Capital Structure - Summary of Stock Option Activity (Details) - Cloudbreak 2015 Incentive Plan - $ / shares shares in Thousands	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Number of Shares
Options outstanding - balance at beginning of period (in shares)	138	138
Options exercised (in shares)		0
Options forfeited or expired (in shares)	(84)
Options outstanding - balance at end of period (in shares)	54	138
Weighted Average Exercise Price Per Share
Options outstanding - balance at beginning of period (in dollars per shares)	$ 50.76	$ 50.76
Options exercised (in dollars per share)		0
Options forfeited or expired (in dollars per share)	53
Options outstanding - balance at end of period (in dollars per shares)	$ 47.35	$ 50.76

Capital Structure - Summary o_2

Capital Structure - Summary of RSU Activity (Details) - RSUs - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023
2021 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period (in shares)	1,341	878	878
RSUs granted (in shares)	1,000	663
RSUs vested and released (in shares)	(277)	(82)
RSUs forfeited (in shares)	(42)	(118)
Outstanding at end of period (in shares)	2,022	1,341	2,022
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at beginning of period (in dollars per share)	$ 3.91	$ 6.61	$ 6.61
RSUs granted (in dollars per share)	1.56	2.03
RSUs vested and released (in dollars per share)	5.67	16.09
RSUs forfeited (in dollars per share)	1.95	7.10
Outstanding at end of period (in dollars per share)	$ 2.55	$ 3.91	$ 2.55
2023 Inducement Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period (in shares)		0	0
RSUs granted (in shares)			200
RSUs vested and released (in shares)			0
RSUs forfeited (in shares)			0
Outstanding at end of period (in shares)	200		200
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at beginning of period (in dollars per share)		$ 0	$ 0
RSUs granted (in dollars per share)			1.24
RSUs vested and released (in dollars per share)			0
RSUs forfeited (in dollars per share)			0
Outstanding at end of period (in dollars per share)	$ 1.24		$ 1.24

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended		24 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2009
Income Tax Examination [Line Items]
Income tax benefit (expense)	$ (867)	$ 2,232	$ (867)	$ 4,525
Discrete tax	600		600
State and local income taxes, amount	300		300
Thrasys
Income Tax Examination [Line Items]
Long-term capital gain on sale							$ 15,000
Interest on tax, accrued	$ 200		$ 200
Thrasys | Internal Revenue Service (IRS)
Income Tax Examination [Line Items]
Assertion of tax owed					$ 5,000	$ 5,000
Interest on tax, percentage			4%
Potential interest expense			$ 3,000
Thrasys | California Franchise Tax Board
Income Tax Examination [Line Items]
Assertion of tax owed			$ 1,300

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net income (loss) attributable to UpHealth, Inc.		$ (19,127)	$ (12,438)	$ (27,210)	$ (29,883)
Denominator:
Weighted average shares outstanding (in shares)	[1]	18,220	14,462	16,975	14,458
Weighted average shares outstanding assuming dilution (in shares)	[1]	18,220	14,462	16,975	14,458
Basic (in dollars per share)		$ (1.05)	$ (0.86)	$ (1.60)	$ (2.07)
Diluted (in dollars per share)		$ (1.05)	$ (0.86)	$ (1.60)	$ (2.07)
Stock options outstanding
Denominator:
Dilutive effect of share-based payment arrangements (in shares)		0	0	0	0
RSUs
Denominator:
Dilutive effect of share-based payment arrangements (in shares)		0	0	0	0
[1] Amounts as of June 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

Earnings (Loss) Per Share - Nar

Earnings (Loss) Per Share - Narrative (Details) - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 13, 2023
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	1,800	1,800	1,800	1,800
Potentially dilutive shares, price per share (in dollars per share)	$ 115	$ 115	$ 115	$ 115
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	100	200	100	200
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	2,200	400	2,200	400
Senior convertible notes | 2025 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	3,900		3,900
Potentially dilutive shares, price per share (in dollars per share)	$ 17.50		$ 17.50
Senior convertible notes | 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	1,100	1,500	1,100	1,500
Potentially dilutive shares, price per share (in dollars per share)	$ 106.50	$ 106.50	$ 106.50	$ 106.50
Forward share purchase agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)				200
Private Placement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise price of warrants (in dollars per share)					$ 2.04
Pre-Funded Warrants | Private Placement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	1,250		1,250
Exercise price of warrants (in dollars per share)	$ 0.0001		$ 0.0001		$ 0.0001
Common Stock Warrants | Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares (in shares)	6,000		6,000
Potentially dilutive shares, price per share (in dollars per share)	$ 2.04		$ 2.04

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Guaranteed payments	$ 17,847	$ 22,745	$ 37,316	$ 44,726
Unpaid guaranteed payments	39,002		39,002		$ 39,380
Prepaid expenses and other current assets	2,121		2,121		3,005
Related Party
Related Party Transaction [Line Items]
Guaranteed payments	200	$ 1,400	600	$ 2,800
Unpaid guaranteed payments	6		6		500
Due to related parties	$ 300		$ 300		200
Prepaid expenses and other current assets					$ 14

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating business segments	3
Number of non-operating business segments	1

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total revenues	$ 37,823	$ 43,668	$ 79,968	$ 79,640
Total gross profit	19,976	20,923	42,652	34,914
Total assets	295,078		295,078		$ 339,804
Virtual Care Infrastructure
Segment Reporting Information [Line Items]
Total revenues	16,838	16,815	34,296	32,445
Total gross profit	8,470	7,255	18,655	13,756
Total assets	133,078		133,078		140,776
Services
Segment Reporting Information [Line Items]
Total revenues	15,503	19,030	36,317	36,760
Total gross profit	7,728	6,774	17,639	12,626
Total assets	48,981		48,981		124,980
Integrated Care Management
Segment Reporting Information [Line Items]
Total revenues	5,482	7,823	9,355	10,435
Total gross profit	3,778	$ 6,894	6,358	$ 8,532
Total assets	47,635		47,635		44,776
Corporate
Segment Reporting Information [Line Items]
Total assets	$ 65,384		$ 65,384		$ 29,272

Leases - Components of Lease Ex

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Lessee, Lease, Description [Line Items]
Amortization of right-of-use assets	$ 847	$ 1,732
Interest on lease liabilities	81	169
Operating lease costs	691	1,505
Short-term lease costs	39	133
Variable lease costs	309	453
Sublease income	(113)	(242)
Total lease costs	1,854	3,750
Third Party
Lessee, Lease, Description [Line Items]
Amortization of right-of-use assets	847	1,732
Interest on lease liabilities	81	169
Operating lease costs	593	1,309
Short-term lease costs	39	66
Variable lease costs	309	453
Sublease income	(113)	(242)
Total lease costs	1,756	3,487
Related Party
Lessee, Lease, Description [Line Items]
Amortization of right-of-use assets	0	0
Interest on lease liabilities	0	0
Operating lease costs	98	196
Short-term lease costs	0	67
Variable lease costs	0	0
Sublease income	0	0
Total lease costs	$ 98	$ 263

Leases - Lease-Related Assets a

Leases - Lease-Related Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Finance lease right-of-use assets (included in property and equipment, net)	$ 4,804	$ 5,916
Operating lease right-of-use assets	5,728	7,213
Total leased assets	10,532	13,129
Current finance lease liabilities	2,946	3,023
Current operating lease liabilities	2,195	2,452
Lease liabilities, current	5,141	5,475
Noncurrent finance lease liabilities	2,018	2,976
Noncurrent operating lease liabilities	4,929	5,765
Lease liabilities, noncurrent	6,947	8,741
Total leased liabilities	$ 12,088	$ 14,216
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current	Lease liabilities, current
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current	Lease liabilities, current
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, noncurrent	Lease liabilities, noncurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, noncurrent	Lease liabilities, noncurrent
Third Party
Lessee, Lease, Description [Line Items]
Finance lease right-of-use assets (included in property and equipment, net)	$ 4,804	$ 5,916
Operating lease right-of-use assets	4,496	5,819
Total leased assets	9,300	11,735
Current finance lease liabilities	2,946	3,023
Current operating lease liabilities	1,845	2,130
Lease liabilities, current	4,791	5,153
Noncurrent finance lease liabilities	2,018	2,976
Noncurrent operating lease liabilities	4,020	4,672
Lease liabilities, noncurrent	6,038	7,648
Total leased liabilities	10,829	12,801
Related Party
Lessee, Lease, Description [Line Items]
Finance lease right-of-use assets (included in property and equipment, net)	0	0
Operating lease right-of-use assets	1,232	1,394
Total leased assets	1,232	1,394
Current finance lease liabilities	0	0
Current operating lease liabilities	350	322
Lease liabilities, current	350	322
Noncurrent finance lease liabilities	0	0
Noncurrent operating lease liabilities	909	1,093
Lease liabilities, noncurrent	909	1,093
Total leased liabilities	$ 1,259	$ 1,415

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Leases [Abstract]
Accumulated amortization related to finance lease assets	$ 5.7		$ 3.9
Impairment of office lease	$ 0.4
Additional lease abandonment expense		$ 0.1

Leases - Company's Lease Term a

Leases - Company's Lease Term and Discount Rate Assumptions (Details)	Jun. 30, 2023
Weighted-average remaining lease term (years):
Finance leases	1 year 9 months 14 days
Operating leases	3 years 6 months 3 days
Weighted-average discount rate:
Finance leases	6.50%
Operating leases	7%
Third Party
Weighted-average remaining lease term (years):
Finance leases	1 year 9 months 14 days
Operating leases	3 years 6 months 10 days
Weighted-average discount rate:
Finance leases	6.50%
Operating leases	7.30%
Related Party
Weighted-average remaining lease term (years):
Operating leases	3 years 5 months 1 day
Weighted-average discount rate:
Operating leases	5.30%

Leases - Undiscounted Future Mi

Leases - Undiscounted Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Finance Leases
Remaining 2023	$ 1,668
2024	2,625
2025	932
2026	25
2027	0
Thereafter	0
Total lease payments	5,250
Less: Interest	286
Present value of lease liabilities	$ 4,964
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current, Lease liabilities, noncurrent
Operating Leases
Remaining 2023	$ 1,303
2024	2,489
2025	2,078
2026	1,353
2027	457
Thereafter	379
Total lease payments	8,059
Less: Interest	935
Present value of lease liabilities	$ 7,124
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current, Lease liabilities, noncurrent
Third Party
Finance Leases
Remaining 2023	$ 1,668
2024	2,625
2025	932
2026	25
2027	0
Thereafter	0
Total lease payments	5,250
Less: Interest	286
Present value of lease liabilities	4,964
Operating Leases
Remaining 2023	1,108
2024	2,068
2025	1,651
2026	1,029
2027	457
Thereafter	379
Total lease payments	6,692
Less: Interest	827
Present value of lease liabilities	5,865
Related Party
Finance Leases
Remaining 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
Operating Leases
Remaining 2023	195
2024	421
2025	427
2026	324
2027	0
Thereafter	0
Total lease payments	1,367
Less: Interest	108
Present value of lease liabilities	$ 1,259

Leases - Rent Expense Under Rel

Leases - Rent Expense Under Related Party and Third Party Agreements (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Sublease income	$ (149)	$ (246)
Total rent expense, net of sublease income	1,175	2,130
Related Party
Lessee, Lease, Description [Line Items]
Rent expense	218	400
Third Party
Lessee, Lease, Description [Line Items]
Rent expense	$ 1,106	$ 1,976

Commitments and Contingencies -

Commitments and Contingencies - Contingencies Narrative (Details) - Advisory services agreement dispute - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Damages sought	$ 31
Current accrual loss provision	8	$ 8
Minimum
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	8
Maximum
Loss Contingencies [Line Items]
Estimated maximum exposure to loss	$ 26.3