Restatement of Previously Issued Unaudited Financial Statements (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The following presents a reconciliation of the balance sheets, statements of operations, and cash flows from the prior periods as previously reported to the restated amounts as of September 31, 2021, and for the three and nine month periods ended September 30, 2021.

	September 30, 2021
	As Filed		Restatement Adjustments		As Restated
ASSETS
Current Assets:
Cash and cash equivalents	$	67,877	$	—	$	67,877
Restricted cash	435		—		435
Accounts receivable, net	49,015		(3,878)		45,137
Inventories	3,455		—		3,455
Due from related parties	37		—		37
Prepaid expenses and other current assets	8,771		—		8,771
Total current assets	129,590		(3,878)		125,712
Property and equipment, net	55,785		2,043		57,828
Intangible assets, net	119,955		—		119,955
Goodwill	581,814		—		581,814
Equity method investments	—		—		—
Deferred tax assets	—		—		—
Other assets	1,897		—		1,897
Total assets	889,041		(1,835)		887,206
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	10,065		—		10,065
Accrued expenses	34,718		—		34,718
Deferred revenue	5,348		—		5,348
Due to related party	56		—		56
Income taxes payable	916		—		916
Related-party long-term debt, current	670		—		670
Long-term debt, current	43,849		—		43,849
Derivative liability, current	1,633		—		1,633
Forward share purchase liability	17,577		—		17,577
Other current liabilities	1,048		—		1,048
Total current liabilities	115,880		—		115,880
Related-party long-term debt, noncurrent	—		—		—
Long-term debt, noncurrent	99,079		—		99,079
Deferred tax liabilities	31,059		—		31,059
Warrant liabilities, noncurrent	399		—		399
Derivative liability, noncurrent	10,305		—		10,305
Other long-term liabilities	3,399		—		3,399
Total liabilities	260,121		—		260,121
Stockholders’ Equity:
Preferred stock, $0.0001 par value, 1,000 shares authorized; none issued or outstanding	—		—		—
Common stock, $0.0001 par value, 300,000 shares authorized; 117,800 issued and outstanding at September 30, 2021	12		—		12
Additional paid-in capital	621,861		—		621,861
Accumulated deficit	(5,328)		(1,835)		(7,163)
Accumulated other comprehensive loss	(3,459)		—		(3,459)
Total UpHealth, Inc., stockholders’ equity	613,086		(1,835)		611,251
Noncontrolling interests	15,834		—		15,834
Total stockholders’ equity	628,920		(1,835)		627,085
Total liabilities and stockholders’ equity	$	889,041	$	(1,835)	$	887,206

	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	As Filed		Restatement Adjustments		As Restated		As Filed		Restatement Adjustments		As Restated
Revenue:
Services	$	21,977	$	—	$	21,977	$	45,563	$	—	$	45,563
Licenses and subscriptions	10,956		—		10,956		23,759		—		23,759
Products	16,137		(3,878)		12,259		24,446		(3,878)		20,568
Total revenue	49,070		(3,878)		45,192		93,768		(3,878)		89,890
Cost of goods and services:
Services	12,434		—		12,434		26,497		—		26,497
License and subscriptions	6,350		—		6,350		13,020		—		13,020
Products	10,504		(2,043)		8,461		16,147		(2,043)		14,104
Total cost of goods and services	29,288		(2,043)		27,245		55,664		(2,043)		53,621
Gross margin	19,782		(1,835)		17,947		38,104		(1,835)		36,269
Operating expenses:
Sales and marketing	3,090		—		3,090		5,670		—		5,670
Research and development	1,916		—		1,916		5,759		—		5,759
General and administrative	11,452		—		11,452		22,481		—		22,481
Depreciation and amortization	3,626		—		3,626		7,496		—		7,496
Stock-based compensation	410		—		410		410		—		410
Lease abandonment expenses	915		—		915		915		—		915
Acquisition-related expenses	1,227		—		1,227		36,566		—		36,566
Total operating expenses	22,636		—		22,636		79,297		—		79,297
Loss from operations	(2,854)		(1,835)		(4,689)		(41,193)		(1,835)		(43,028)
Other income:
Interest expense	(8,145)		—		(8,145)		(13,760)		—		(13,760)
Gain on consolidation of equity method investment	—		—		—		640		—		640
Gain on fair value of derivative liability	49,885		—		49,885		49,885		—		49,885
Gain on fair value of warrant liabilities	373		—		373		1,447		—		1,447
Gain on extinguishment of debt	—		—		—		151		—		151
Other income, net, including interest income	259		—		259		40		—		40
Total other income	42,372		—		42,372		38,403		—		38,403
Income (loss) before income tax benefit (expense)	39,518		(1,835)		37,683		(2,790)		(1,835)		(4,625)
Income tax (expense) benefit	(6,695)		—		(6,695)		357		—		357
Net income (loss) before loss from equity method investment	32,823		(1,835)		30,988		(2,433)		(1,835)		(4,268)
Loss from equity method investment	—		—		—		(561)		—		(561)
Net income (loss)	32,823		(1,835)		30,988		(2,994)		(1,835)		(4,829)
Less: net loss attributable to noncontrolling interests	231		—		231		147		—		147
Net income (loss) attributable to UpHealth, Inc.	$	32,592	$	(1,835)	$	30,757	$	(3,141)	$	(1,835)	$	(4,976)
Net income (loss) per share attributable to UpHealth, Inc.:
Basic	$	0.28			$	0.26	$	(0.03)			$	(0.05)
Diluted	$	0.28			$	0.26	$	(0.03)			$	(0.05)
Weighted average shares outstanding:
Basic	117,628				117,628		95,194				95,194
Diluted	118,073				118,073		95,194				95,194

	Nine Months Ended September 30, 2021
	As Filed		Restatement Adjustments		As Restated
Operating activities:
Net loss	$	(2,994)	$	(1,835)	$	(4,829)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,701		—		9,701
Amortization of debt issuance costs and discount on convertible debt	5,398		—		5,398
Stock-based compensation	410		—		410
Gain on extinguishment of debt	(151)		—		(151)
Loss from equity method investment	561		—		561
Gain on consolidation of equity method investment	(640)		—		(640)
Gain on fair value of warrant liabilities	(1,447)		—		(1,447)
Gain on fair value of convertible derivative	(49,885)		—		(49,885)
Loss on disposal of property and equipment	80		—		80
Deferred income taxes	(1,274)		—		(1,274)
Other	350		—		350
Changes in operating assets and liabilities, net of effects of acquisitions:					—
Accounts receivable	(31,428)		3,878		(27,550)
Inventories	(326)		—		(326)
Prepaid expenses and other current assets	(1,050)		—		(1,050)
Accounts payable and accrued expenses	18,510		(2,043)		16,467
Income taxes payable	886		—		886
Deferred revenue	4,643		—		4,643
Due to related parties	17		—		17
Other current liabilities	230		—		230
Net cash used in operating activities	(48,409)		—		(48,409)
Investing activities:
Purchases of property and equipment	(1,879)		—		(1,879)
Due to related parties	253		—		253
Net cash acquired in acquisition of businesses	4,263		—		4,263
Net cash provided by investing activities	2,637		—		2,637
Financing activities:
Proceeds from merger and recapitalization transaction	83,435		—		83,435
Proceeds from convertible debt	164,500		—		164,500
Repayments of debt	(23,307)		—		(23,307)
Proceeds from Provider Relief Funds	(8,100)		—		(8,100)
Payments of debt issuance costs	506		—		506
Payments of seller notes	(99,207)		—		(99,207)
Payments of capital lease obligations	(1,253)		—		(1,253)
Proceeds from stock option exercises	319		—		319
Distribution to noncontrolling interest	(100)		—		(100)
Payments of amount due to member	(4,271)		—		(4,271)
Net cash provided by financing activities	112,522		—		112,522
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(807)		—		(807)
Net increase in cash, cash equivalents, and restricted cash	65,943		—		65,943
Cash, cash equivalents, and restricted cash, beginning of period	2,369		—		2,369
Cash, cash equivalents, and restricted cash, end of period	$	68,312	$	—	$	68,312
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	$	4,640	$	—	$	4,640
Cash paid for income taxes	—		—		—
Non-cash investing and financing activity:
Issuance of common stock for debt conversion	1,879		—		1,879
Property and equipment acquired through capital lease and vendor financing arrangements	1,047		—		1,047
Issuance of common stock and promissory note to consummate TTC business combination	34,954		—		34,954
Issuance of common stock and promissory note to consummate Glocal business combination	110,122		—		110,122
Issuance of common stock and promissory note to consummate Innovations business combination	157,878		—		157,878
Issuance of common stock and promissory note to consummate Cloudbreak business combination	106,298		—		106,298
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	67,877		—		67,877
Restricted cash	435		—		435
Total cash, cash equivalents, and restricted cash	$	68,312	$	—	$	68,312