UpHealth, Inc. (“UpHealth” or the “Company”) (NYSE: UPH), a global
digital health company delivering technology platforms,
infrastructure, and services to modernize care delivery and health
management, today announced financial results for the fourth
quarter and year ended December 31, 2022.
UpHealth Chief Executive Officer Sam Meckey said,
“Our fourth quarter and full year results reflect solid growth and
healthy margins. While we are pleased with the year
over year growth achieved in both the fourth quarter and the full
year, we missed our targets. Because of this, we
conducted a comprehensive review and have developed a plan to
recalibrate our business and reduce our cost structure moving
forward. We are focused on conserving capital, rationalizing poorly
performing legacy businesses, executing against our strategic plan,
and enhancing our focus on free-cash-flow generation. We recently
announced the strategic sale of Innovations Group, Inc. (“IGI”),
which is expected to deliver $56 million in gross proceeds upon
closing and add significant liquidity to our balance sheet in the
second quarter. Additionally, since August, we reduced our
headcount by 6%, we reduced our contractor and external vendor
spend by $1.5 million, and we achieved over $2 million in savings
from G&A consolidation. Going forward, we will focus on
Telehealth, Behavioral Health, and Integrated Care, which will
benefit from thoughtful investments in critical initiatives to
drive sustainable and scalable growth. 2023 is a foundational year
for UpHealth, as we will ensure we have the necessary foundation
for a technology and technology enabled-services business that can
sustainably scale.”
Fourth Quarter 2022 Financial Highlights:
- Revenues for the fourth quarter of
2022 increased 20% to $40.5 million compared to revenues for the
fourth quarter of 2021 of $33.9 million and increased 32% compared
to revenues of $30.7 million for the fourth quarter of 2021 after
adjusting for the deconsolidation of Glocal.
- Gross margin expanded to 45%, from 18%
in the fourth quarter of 2021, primarily due to cost of revenues in
the Company’s Integrated Care Management segment with no
corresponding revenue in the fourth quarter of 2021.
- Revenues and gross margin by segment for the fourth quarter of
2022 were:
- Virtual Care Infrastructure, which solely included the U.S.
Telehealth business, generated $17.6 million of revenues (43% of
total revenues), an increase of $3.8 million, with a gross margin
of 51%.
- Services, which included the Behavioral Health and Pharmacy
businesses, generated $19.1 million of revenues (47% of total
revenues), an increase of $1.4 million, with a gross margin of
36%.
- Integrated Care Management generated $3.8 million of revenues
(9% of total revenues), an increase of $1.3 million, with a gross
margin of 61%.
- Operating loss for the fourth quarter
of 2022 was $13.4 million, a 96% improvement compared to operating
loss in the fourth quarter of 2021 of $337.0 million. This
improvement primarily resulted from goodwill impairment charges
taken in the three months ended December 31, 2021, that were not
repeated in the current quarter, partially offset by the
deconsolidation of Glocal during the third quarter of 2022.
- Adjusted EBITDA for the fourth quarter
of 2022 improved by $15.7 million, to $1.9 million, compared to
Adjusted EBITDA for the fourth quarter of 2021 of $(13.8)
million.
Certain prior period amounts have been
reclassified to conform with our current period presentation.
Please refer to the discussion and tables under “Non-GAAP Financial
Information.”
Year-to-Date Fourth Quarter 2022 Financial
Highlights:
- GAAP revenues for the year ended December 31, 2022, were $158.8
million, a 28% increase compared to GAAP revenues for the year
ended December 31, 2021, of $123.8 million, and a 7% increase
compared to pro forma revenues (assumes full calendar year revenue
for businesses acquired during 2021) for the year ended December
31, 2021, of $148.9 million.
- Gross margin for the year ended
December 31, 2022, expanded to 44%, compared to GAAP gross margin
of 32% and pro forma gross margin of 33% in the comparable year ago
period, primarily due to cost of revenues recorded in the Company's
Integrated Care Management segment with no corresponding revenue in
the fourth quarter of 2021.
- Year-to-date revenues and gross margin
by segment for the year ended December 31, 2022, were:
- Virtual Care Infrastructure generated
$65.0 million of revenues (41% of total revenues), an increase of
$28.4 million, with a gross margin of 46%.
- Services generated $75.8 million of
revenues (48% of total revenues), an increase of $20.5 million,
with a gross margin of 35%.
- Integrated Care Management generated
$18.0 million of revenues (11% of total revenues), a decrease of
$13.9 million, with a gross margin of 76%.
- Operating loss for the year ended
December 31, 2022, was $161.4 million, a 58% improvement compared
to operating loss for the comparable year ago period of $380.0
million. This improvement primarily resulted from goodwill and
intangible asset impairment charges taken in the year ended
December 31, 2022 of $114.1 million due to the recent change in our
market valuation and financial performance from our Integrated Care
Management and Services segments compared to goodwill impairment
charges taken in the year ended December 31, 2021 of $297.9 million
from all three segments, partially offset by the deconsolidation of
Glocal in the third quarter of 2022 and higher legal expenses
associated with the matter.
- Adjusted EBITDA for the year ended
December 31, 2022, was $3.3 million, compared to year-to-date GAAP
and pro forma Adjusted EBITDA for the year ended December 31, 2021,
of $(6.5) million and $(4.0) million, respectively.
Certain prior period amounts have been
reclassified to conform with our current period presentation.
Please refer to the discussion and tables under “Non-GAAP Financial
Information.”
Significant Fourth Quarter Business
Highlights:
- The Company recorded its largest volume of telehealth use ever
in the U.S. with nearly 15 million minutes of consultations, a 20%
increase over Q3 2022 and an 83% increase over Q4 2021.
- Surpassed 2,800 health systems and 40,000 end points for our
Martti platform.
- Served our 10,000th client at our TTC facilities in Florida and
continued to expand our work with veterans and first
responders.
- Filled over 250,000 MedQuest prescriptions in a year for the
first time.
- Served our long-term customers in California, delivering data
integration and interoperability for two of the most significant
counties in the state and stand committed to executing additional
business and deepening our relationships for mutual growth.
- Concluded a comprehensive review of the Company’s strategic
initiatives for 2023, focusing on conserving cash, optimizing
operations to ensure exemplary customer service while managing
costs, strategically investing in high-growth initiatives, aligning
leadership, and driving organic growth in the Company’s most
profitable business units.
- Completed or reevaluated 93% of the total transformation
milestones established for our business in 2022, the remaining
outstanding work will be completed in the first quarter of
2023.
- Welcomed transformation and technology expert Timothy Wilde as
Chief Technology Officer, healthcare veteran Melissa Frieswick as
Chief Growth Officer, and Dr. Mahesh Inder Veer Singh as Executive
Vice President of UpHealth International.
- Conducted the Annual Meeting of Stockholders on December 5,
2022. At that meeting, stockholders elected Sam Meckey, UpHealth’s
Chief Executive Officer, and two new independent members, Mark
Guinan and Luis Machuca, to the UpHealth Board of Directors. Mr.
Guinan replaced Neil Miotto as the Chairman of the Audit Committee
of the Board.
- Subsequent to the quarter end, the Company announced the
strategic sale of IGI to Belmar Pharma Solutions, which is expected
to deliver $56 million in gross proceeds upon closing, and will add
significant liquidity to UpHealth’s balance sheet. This
transaction represents execution against the Company’s new
strategic vision and focus on scalable growth opportunities in the
Telehealth, Behavioral Health, and Integrated Care businesses.
Balance Sheet and Cash Flow
On December 31, 2022, UpHealth reported $15.6 million of cash,
cash equivalents and restricted cash. This does not include
approximately $7.0 million in cash in India that is held in a bank
account which the Emergency Arbitrator has ordered cannot be
accessed by Glocal or the Company.
Fiscal 2023 Financial Outlook
We expect 2023 revenues to be in the range of
$127 to $135 million. This represents growth of 5% to 12% over pro
forma 2022 revenue of $121 million. For comparison purposes, both
2023 estimated revenue and 2022 pro forma revenue include five
months of operations for IGI and exclude the Indian
operations. In 2023, we expect gross margins to be in
the range of 43% to 45% and adjusted EBITDA to be in the range of
$7 to $10 million.
About UpHealth, Inc.
UpHealth is a global digital health company that
delivers digital-first technology, infrastructure, and services to
dramatically improve how healthcare is delivered and managed. The
UpHealth platform creates digitally enabled “care communities” that
improve access and achieve better patient outcomes at lower cost,
through digital health solutions and interoperability tools that
serve patients wherever they are, in their native language.
UpHealth’s clients include global governments, health plans,
healthcare providers and community-based organizations. For more
information, please visit https://uphealthinc.com and follow at
UpHealth Inc on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of U.S. federal securities laws. Such
forward-looking statements include, but are not limited to, the
financial statements of UpHealth, its product offerings and
developments and reception of its product by customers, the
arbitration and other legal disputes involving Glocal, the closing,
including its timing, of the sale of IGI, and UpHealth’s
expectations, hopes, beliefs, intentions, plans, prospects or
strategies regarding the future revenue and the business plans of
UpHealth’s management team. Any statements contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer
to projections, forecasts, or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking
statements contained in this press release are based on certain
assumptions and analyses made by the management of UpHealth
considering their respective experience and perception of
historical trends, current conditions, and expected future
developments and their potential effects on UpHealth as well as
other factors they believe are appropriate in the circumstances.
There can be no assurance that future developments affecting
UpHealth will be those anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which
are beyond the control of the parties), or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements, including the closing conditions for the sale of IGI
not being satisfied, the ability of the parties to the sale of IGI
to close the transaction on the expected closing date or at all,
the ability of UpHealth to service or otherwise pay its debt
obligations, themix of services utilized by UpHealth’s customers
and such customers’ needs for these services, market acceptance of
new service offerings, the ability of UpHealth to expand what it
does for existing customers as well as to add new customers,
uncertainty with respect to how the ICA or the Indian courts shall
decide various matters that are before them or that the Glocal
Board will act in compliance with their fiduciary duties to their
shareholders, that UpHealth will have sufficient capital to operate
as anticipated, and the impact that the novel coronavirus and the
illness, COVID-19, that it causes, as well as government responses
to deal with the spread of this illness and the reopening of
economies that have been closed as part of these responses, may
have on UpHealth’s operations, the demand for UpHealth’s products,
global supply chains and economic activity in general. Should one
or more of these risks or uncertainties materialize or should any
of the assumptions being made prove incorrect, actual results may
vary in material respects from those projected in these
forward-looking statements. UpHealth undertakes no obligation to
update or revise any forward-looking statements, whether because of
new information, future events, or otherwise, except as may be
required under applicable securities laws.
Investors Relations:Shannon Devine
(MZ North America) Managing Director
203-741-8811UPH@mzgroup.us
UPHEALTH,
INC.CONSOLIDATED BALANCE
SHEETS(In thousands, unaudited)
|
December 31, 2022 |
|
December 31, 2021 |
ASSETS |
Current
Assets: |
|
|
|
Cash and cash equivalents |
$ |
15,557 |
|
|
$ |
58,192 |
|
Restricted cash |
|
— |
|
|
|
18,609 |
|
Accounts receivable, net |
|
21,851 |
|
|
|
22,761 |
|
Inventories |
|
161 |
|
|
|
2,928 |
|
Due from related parties |
|
14 |
|
|
|
40 |
|
Prepaid expenses and other current assets |
|
2,991 |
|
|
|
4,217 |
|
Assets held for sale, current |
|
2,748 |
|
|
|
— |
|
Total current assets |
|
43,322 |
|
|
|
106,747 |
|
Property and equipment,
net |
|
14,069 |
|
|
|
56,072 |
|
Operating lease right-of-use
assets |
|
7,213 |
|
|
|
— |
|
Intangible assets, net |
|
31,362 |
|
|
|
115,313 |
|
Goodwill |
|
159,675 |
|
|
|
284,268 |
|
Equity investment |
|
21,200 |
|
|
|
— |
|
Other assets |
|
438 |
|
|
|
6,907 |
|
Assets held for sale,
noncurrent |
|
62,525 |
|
|
|
— |
|
Total assets |
$ |
339,804 |
|
|
$ |
569,307 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current
Liabilities: |
|
|
|
Accounts payable |
$ |
17,983 |
|
|
$ |
13,604 |
|
Accrued expenses |
|
38,763 |
|
|
|
36,084 |
|
Deferred revenues |
|
2,738 |
|
|
|
2,649 |
|
Due to related party |
|
229 |
|
|
|
47 |
|
Income taxes payable |
|
388 |
|
|
|
739 |
|
Related-party debt, current |
|
— |
|
|
|
657 |
|
Debt, current |
|
— |
|
|
|
22,093 |
|
Forward share purchase liability |
|
— |
|
|
|
18,051 |
|
Other liabilities, current |
|
5,462 |
|
|
|
2,780 |
|
Liabilities held for sale, current |
|
3,319 |
|
|
|
— |
|
Total current liabilities |
|
68,882 |
|
|
|
96,704 |
|
Related-party debt,
noncurrent |
|
281 |
|
|
|
331 |
|
Debt, noncurrent |
|
145,962 |
|
|
|
98,417 |
|
Deferred tax liabilities |
|
1,200 |
|
|
|
28,281 |
|
Warrant liabilities,
noncurrent |
|
9 |
|
|
|
252 |
|
Derivative liability,
noncurrent |
|
56 |
|
|
|
7,977 |
|
Operating lease liabilities,
noncurrent |
|
5,766 |
|
|
|
— |
|
Other liabilities,
noncurrent |
|
3,724 |
|
|
|
3,502 |
|
Liabilities held for sale,
noncurrent |
|
7,787 |
|
|
|
— |
|
Total liabilities |
|
233,667 |
|
|
|
235,464 |
|
|
|
|
|
Stockholders’
Equity: |
|
|
|
Common stock |
|
2 |
|
|
|
1 |
|
Additional paid-in
capital |
|
688,355 |
|
|
|
665,474 |
|
Treasury stock, at cost |
|
(17,000 |
) |
|
|
— |
|
Accumulated deficit |
|
(566,209 |
) |
|
|
(343,209 |
) |
Accumulated other comprehensive
loss |
|
— |
|
|
|
(3,802 |
) |
Total UpHealth, Inc., stockholders’ equity |
|
105,148 |
|
|
|
318,464 |
|
Noncontrolling interests |
|
989 |
|
|
|
15,379 |
|
Total stockholders’ equity |
|
106,137 |
|
|
|
333,843 |
|
Total liabilities and stockholders’ equity |
$ |
339,804 |
|
|
$ |
569,307 |
|
UPHEALTH,
INC.CONSOLIDATED STATEMENTS OF
OPERATIONS(In thousands, except per share amounts,
unaudited)
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenues: |
|
|
|
|
|
|
|
Services |
$ |
29,571 |
|
|
$ |
24,660 |
|
|
$ |
110,953 |
|
|
$ |
70,223 |
|
Licenses and subscriptions |
|
1,954 |
|
|
|
1,757 |
|
|
|
12,566 |
|
|
|
25,516 |
|
Products |
|
8,972 |
|
|
|
7,488 |
|
|
|
35,284 |
|
|
|
28,056 |
|
Total revenues |
|
40,497 |
|
|
|
33,905 |
|
|
|
158,803 |
|
|
|
123,795 |
|
Costs of revenues: |
|
|
|
|
|
|
|
Services |
|
16,051 |
|
|
|
16,163 |
|
|
|
62,954 |
|
|
|
45,139 |
|
License and subscriptions |
|
347 |
|
|
|
6,163 |
|
|
|
1,260 |
|
|
|
19,183 |
|
Products |
|
5,884 |
|
|
|
5,555 |
|
|
|
24,434 |
|
|
|
19,659 |
|
Total costs of revenues |
|
22,282 |
|
|
|
27,881 |
|
|
|
88,648 |
|
|
|
83,981 |
|
Gross profit |
|
18,215 |
|
|
|
6,024 |
|
|
|
70,155 |
|
|
|
39,814 |
|
Operating expenses: |
|
|
|
|
|
|
|
Sales and marketing |
|
4,329 |
|
|
|
4,202 |
|
|
|
15,951 |
|
|
|
10,638 |
|
Research and development |
|
1,944 |
|
|
|
1,700 |
|
|
|
7,888 |
|
|
|
7,646 |
|
General and administrative |
|
11,782 |
|
|
|
33,234 |
|
|
|
48,755 |
|
|
|
52,285 |
|
Depreciation and amortization |
|
2,868 |
|
|
|
5,548 |
|
|
|
16,140 |
|
|
|
13,044 |
|
Stock-based compensation |
|
1,876 |
|
|
|
638 |
|
|
|
6,464 |
|
|
|
1,048 |
|
Lease abandonment expenses |
|
— |
|
|
|
— |
|
|
|
75 |
|
|
|
915 |
|
Goodwill and intangible asset impairment |
|
1,791 |
|
|
|
297,930 |
|
|
|
114,061 |
|
|
|
297,930 |
|
Acquisition, integration, and transformation costs |
|
7,032 |
|
|
|
(277 |
) |
|
|
22,214 |
|
|
|
36,289 |
|
Total operating expenses |
|
31,622 |
|
|
|
342,975 |
|
|
|
231,548 |
|
|
|
419,795 |
|
Loss from operations |
|
(13,407 |
) |
|
|
(336,951 |
) |
|
|
(161,393 |
) |
|
|
(379,981 |
) |
Other income (expense): |
|
|
|
|
|
|
|
Interest expense |
|
(6,194 |
) |
|
|
(5,756 |
) |
|
|
(26,500 |
) |
|
|
(19,516 |
) |
Gain on consolidation of equity investment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
640 |
|
Loss on deconsolidation of subsidiary |
|
— |
|
|
|
— |
|
|
|
(37,708 |
) |
|
|
— |
|
Gain on fair value of derivative liability |
|
636 |
|
|
|
3,961 |
|
|
|
7,529 |
|
|
|
53,846 |
|
Gain on fair value of warrant liabilities |
|
52 |
|
|
|
147 |
|
|
|
242 |
|
|
|
1,595 |
|
Gain (loss) on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
(14,610 |
) |
|
|
151 |
|
Other income, net, including interest income |
|
91 |
|
|
|
450 |
|
|
|
121 |
|
|
|
492 |
|
Total other income (expense) |
|
(5,415 |
) |
|
|
(1,198 |
) |
|
|
(70,926 |
) |
|
|
37,208 |
|
Loss before income tax benefit
(expense) |
|
(18,822 |
) |
|
|
(338,149 |
) |
|
|
(232,319 |
) |
|
|
(342,773 |
) |
Income tax benefit (expense) |
|
(8,360 |
) |
|
|
2,080 |
|
|
|
9,384 |
|
|
|
2,437 |
|
Net loss before loss from equity
investment |
|
(27,182 |
) |
|
|
(336,069 |
) |
|
|
(222,935 |
) |
|
|
(340,336 |
) |
Loss from equity investment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(561 |
) |
Net loss |
|
(27,182 |
) |
|
|
(336,069 |
) |
|
|
(222,935 |
) |
|
|
(340,897 |
) |
Less: net income (loss)
attributable to noncontrolling interests |
|
174 |
|
|
|
(21 |
) |
|
|
65 |
|
|
|
126 |
|
Net loss attributable to
UpHealth, Inc. |
$ |
(27,356 |
) |
|
$ |
(336,048 |
) |
|
$ |
(223,000 |
) |
|
$ |
(341,023 |
) |
Net loss per share attributable
to UpHealth, Inc.: |
|
|
|
|
|
|
|
Basic |
$ |
(1.82 |
) |
|
$ |
(23.64 |
) |
|
$ |
(15.17 |
) |
|
$ |
(31.86 |
) |
Diluted |
$ |
(1.82 |
) |
|
$ |
(23.64 |
) |
|
$ |
(15.17 |
) |
|
$ |
(31.86 |
) |
Weighted average shares
outstanding: |
|
|
|
|
|
|
|
Basic |
|
15,030 |
|
|
|
14,214 |
|
|
|
14,699 |
|
|
|
10,703 |
|
Diluted |
|
15,030 |
|
|
|
14,214 |
|
|
|
14,699 |
|
|
|
10,703 |
|
UPHEALTH,
INC.CONSOLIDATED STATEMENTS OF CASH
FLOWS(In thousands, unaudited)
|
For the years ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
Operating
activities: |
|
|
|
Net loss |
$ |
(222,935 |
) |
|
$ |
(340,897 |
) |
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
Depreciation and amortization |
|
22,336 |
|
|
|
16,768 |
|
Amortization of debt issuance costs and discount on convertible
debt |
|
12,789 |
|
|
|
8,882 |
|
Stock-based compensation |
|
6,425 |
|
|
|
1,048 |
|
Impairment of property, plant and equipment, intangible assets and
goodwill |
|
114,061 |
|
|
|
297,930 |
|
Provision for bad debt expense |
|
1 |
|
|
|
18,617 |
|
Loss (gain) on extinguishment of debt |
|
14,610 |
|
|
|
(151 |
) |
Loss from equity investment |
|
— |
|
|
|
561 |
|
Gain on consolidation of equity investment |
|
— |
|
|
|
(640 |
) |
Loss on deconsolidation of subsidiary |
|
37,708 |
|
|
|
— |
|
Gain on fair value of warrant liabilities |
|
(4,394 |
) |
|
|
(1,595 |
) |
Gain on fair value of derivative liability |
|
(7,529 |
) |
|
|
(53,846 |
) |
Loss on disposal of property and equipment |
|
— |
|
|
|
876 |
|
Deferred income taxes |
|
(5,133 |
) |
|
|
(2,502 |
) |
Operating lease asset/liabilities |
|
143 |
|
|
|
— |
|
Changes in operating assets and liabilities, net of effects of
acquisitions: |
|
|
|
Accounts receivable |
|
(4,503 |
) |
|
|
(26,747 |
) |
Inventories |
|
417 |
|
|
|
200 |
|
Prepaid expenses and other current assets |
|
(100 |
) |
|
|
(6,909 |
) |
Accounts payable and accrued expenses |
|
12,674 |
|
|
|
23,019 |
|
Income taxes payable |
|
(599 |
) |
|
|
65 |
|
Deferred revenue |
|
954 |
|
|
|
1,942 |
|
Due to related parties |
|
(478 |
) |
|
|
1 |
|
Other current liabilities |
|
(585 |
) |
|
|
561 |
|
Net cash used in operating activities |
|
(24,138 |
) |
|
|
(62,817 |
) |
Investing
activities: |
|
|
|
Purchases of property and equipment |
|
(4,571 |
) |
|
|
(3,723 |
) |
Due to related parties |
|
(14 |
) |
|
|
497 |
|
Deconsolidated Glocal cash |
|
(8,743 |
) |
|
|
— |
|
Net cash acquired in acquisition of businesses |
|
— |
|
|
|
3,969 |
|
Net cash provided by (used in) investing activities |
|
(13,328 |
) |
|
|
743 |
|
Financing
activities: |
|
|
|
Proceeds from merger and recapitalization transaction |
|
— |
|
|
|
83,909 |
|
Proceeds from debt |
|
67,500 |
|
|
|
164,500 |
|
Repayments of debt |
|
(48,234 |
) |
|
|
(42,645 |
) |
Proceeds from Provider Relief Funds |
|
(10 |
) |
|
|
506 |
|
Repayment of forward share purchase |
|
(18,521 |
) |
|
|
— |
|
Payments of debt issuance costs |
|
(1,475 |
) |
|
|
(8,100 |
) |
Repayments of seller notes |
|
(18,680 |
) |
|
|
(99,207 |
) |
Payments of finance and capital lease obligations |
|
(3,664 |
) |
|
|
(2,173 |
) |
Proceeds from equity offering |
|
— |
|
|
|
42,962 |
|
Proceeds from stock option exercises |
|
— |
|
|
|
319 |
|
Payments for taxes related to net settlement of equity awards |
|
(95 |
) |
|
|
— |
|
Distribution to noncontrolling interest |
|
(139 |
) |
|
|
— |
|
Payment of amount due to member |
|
— |
|
|
|
(4,200 |
) |
Net cash provided by (used in) financing activities |
|
(23,318 |
) |
|
|
135,871 |
|
Effect of exchange rate changes
on cash, cash equivalents, and restricted cash |
|
(460 |
) |
|
|
635 |
|
Net increase (decrease)
in cash, cash equivalents, and restricted cash |
|
(61,244 |
) |
|
|
74,432 |
|
Cash, cash equivalents,
and restricted cash, beginning of period |
|
76,801 |
|
|
|
2,369 |
|
Cash, cash equivalents,
and restricted cash, end of period |
$ |
15,557 |
|
|
$ |
76,801 |
|
UPHEALTH, INC.NON-GAAP
FINANCIAL INFORMATION
Non-GAAP Financial Information
This press release includes financial measures that are not
calculated in accordance with accounting principles generally
accepted in the United States of America (GAAP). To supplement
UpHealth’s condensed consolidated financial statements presented in
accordance with GAAP, UpHealth presents investors with non-GAAP
financial measures, including pro forma revenues, pro forma gross
profit, pro forma gross margin, and adjusted EBITDA.
- Pro forma revenues consist of GAAP revenues and revenues from
UpHealth’s subsidiaries prior to their acquisition.
- Pro forma gross profit and gross margin consist of GAAP gross
profit and gross margin, and gross profit and gross margin from
UpHealth’s subsidiaries prior to their acquisition.
- Adjusted EBITDA consists of net income (loss) attributable to
UpHealth, Inc., excluding depreciation and amortization;
stock-based compensation; lease abandonment expenses; goodwill and
intangible asset impairments; acquisition, integration, and
transformation costs; other income (expense); income tax benefit
(expense); income (loss) from equity investment; net income (loss)
attributable to noncontrolling interests; and other non-recurring
charges to GAAP net income (loss) attributable to UpHealth, Inc.
Other non-recurring charges to GAAP net income (loss) attributable
to UpHealth, Inc. may include transaction expenses in connection
with capital raising transactions (whether debt, equity or
equity-linked) and acquisitions, whether or not consummated,
purchase price adjustments, the cumulative effect of a change in
accounting principles, or other expenses determined to be
non-recurring.
UpHealth believes that the presentation of these non-GAAP
financial measures provides important supplemental information to
management and investors regarding financial and business trends
relating to UpHealth’s financial condition and results of
operations. Management believes that the items described above
provide an additional measure of UpHealth’s operating results and
facilitates comparisons of UpHealth’s core operating performance
against prior periods and business model objectives. This
information is provided to investors in order to facilitate
additional analyses of past, present, and future operating
performance and as a supplemental means to evaluate UpHealth’s
ongoing operations. UpHealth believes that these non-GAAP financial
measures are useful to investors in their assessment of UpHealth’s
operating performance.
Pro forma revenues, pro forma gross profit, pro forma gross
margin, and adjusted EBITDA are not calculated in accordance with
GAAP, and should be considered supplemental to, and not as a
substitute for, or superior to, financial measures calculated in
accordance with GAAP. You should not consider these measures in
isolation or as a substitute for analysis of UpHealth’s results as
reported under GAAP. UpHealth compensates for these limitations by
prominently disclosing GAAP financial measures and providing
investors with reconciliations from UpHealth’s GAAP operating
results to the non-GAAP financial measures for the relevant
periods.
The accompanying tables provide more details on the GAAP
financial measures that are most directly comparable to the
non-GAAP financial measures described above and the related
reconciliations between these financial measures.
UPHEALTH,
INC.RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES (1)(In thousands)
|
Three Months Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
Revenues |
$ |
40,497 |
|
|
$ |
33,905 |
|
|
|
|
|
Gross margin |
|
45 |
% |
|
|
18 |
% |
|
|
|
|
Net loss attributable to
UpHealth, Inc. |
$ |
(27,356 |
) |
|
$ |
(336,048 |
) |
Net loss attributable to noncontrolling interests |
|
174 |
|
|
|
(21 |
) |
Net loss |
|
(27,182 |
) |
|
|
(336,069 |
) |
Other expense |
|
5,415 |
|
|
|
1,198 |
|
Income tax benefit |
|
8,360 |
|
|
|
(2,080 |
) |
Loss from operations |
|
(13,407 |
) |
|
|
(336,951 |
) |
Depreciation and amortization |
|
4,561 |
|
|
|
6,995 |
|
Stock-based compensation |
|
1,876 |
|
|
|
638 |
|
Contingent liability (2) |
|
— |
|
|
|
17,820 |
|
Acquisition, integration and transformation costs, and
non-recurring expenses (3) |
|
8,823 |
|
|
|
297,653 |
|
Adjusted EBITDA (Non-GAAP) |
$ |
1,853 |
|
|
$ |
(13,845 |
) |
(1) See Non-GAAP Financial Information section for definitions
of the Company’s non-GAAP financial measures.(2) Amounts reflect
contingent liability to be paid only if certain fully-reserved
receivables are collected.(3) Amounts reflect acquisition,
integration and transformation costs, lease abandonment expenses,
and goodwill impairment from the consolidated statements of
operations, as well as other operating expenses considered to be
non-recurring during the period.
|
Year Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
|
GAAP |
|
GAAP |
|
Adjustments (2) |
|
Pro Forma (3) |
Revenues |
$ |
158,803 |
|
|
$ |
123,795 |
|
|
$ |
25,082 |
|
|
$ |
148,877 |
|
|
|
|
|
|
|
|
|
Gross margin |
|
44 |
% |
|
|
32 |
% |
|
|
37 |
% |
|
|
33 |
% |
|
|
|
|
|
|
|
|
Net loss attributable to
UpHealth, Inc. |
$ |
(223,000 |
) |
|
$ |
(341,023 |
) |
|
$ |
(4,317 |
) |
|
$ |
(345,340 |
) |
Net loss attributable to noncontrolling interests |
|
65 |
|
|
|
126 |
|
|
|
28 |
|
|
|
154 |
|
Net loss |
|
(222,935 |
) |
|
|
(340,897 |
) |
|
|
(4,289 |
) |
|
|
(345,186 |
) |
Other expense |
|
70,926 |
|
|
|
(37,208 |
) |
|
|
(1,171 |
) |
|
|
(38,379 |
) |
Income tax benefit |
|
(9,384 |
) |
|
|
(2,437 |
) |
|
|
(99 |
) |
|
|
(2,536 |
) |
Loss from equity investment |
|
— |
|
|
|
561 |
|
|
|
— |
|
|
|
561 |
|
Loss from operations |
|
(161,393 |
) |
|
|
(379,981 |
) |
|
|
(5,559 |
) |
|
|
(385,540 |
) |
Depreciation and amortization |
|
21,835 |
|
|
|
16,768 |
|
|
|
2,729 |
|
|
|
19,497 |
|
Stock-based compensation |
|
6,464 |
|
|
|
1,048 |
|
|
|
— |
|
|
|
1,048 |
|
Contingent liability (4) |
|
— |
|
|
|
17,820 |
|
|
|
— |
|
|
|
17,820 |
|
Acquisition, integration and transformation costs, lease
abandonment expenses, goodwill and intangible asset impairment, and
non-recurring expenses (5) |
|
136,350 |
|
|
|
337,881 |
|
|
|
5,302 |
|
|
|
343,183 |
|
Adjusted EBITDA (Non-GAAP) |
$ |
3,256 |
|
|
$ |
(6,464 |
) |
|
$ |
2,472 |
|
|
$ |
(3,992 |
) |
|
|
|
|
|
|
|
|
(1) See Non-GAAP Financial Information section for definitions
of the Company’s non-GAAP financial measures.(2) Amounts reflect
operating activity of UpHealth and subsidiaries during the period
prior to each subsidiary’s acquisition date, if acquired during the
period.(3) Amounts reflect operating activity of UpHealth and
subsidiaries during the period, as if acquired at the beginning of
the period.(4) Amounts reflect contingent liability to be paid only
if certain fully-reserved receivables are collected.(5) Amounts
reflect acquisition, integration and transformation costs, lease
abandonment expenses, and goodwill impairment from the consolidated
statements of operations, as well as other operating expenses
considered to be non-recurring during the period.
UPHEALTH, INC.SEGMENT
INFORMATION AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES (1)(In thousands)
|
Three Months Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
Revenues: |
|
|
|
Integrated care management (2) |
$ |
3,780 |
|
|
$ |
2,460 |
|
Virtual care infrastructure (3)(5) |
|
17,574 |
|
|
|
13,729 |
|
Services (4) |
|
19,143 |
|
|
|
17,716 |
|
Total |
$ |
40,497 |
|
|
$ |
33,905 |
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
Gross Profit: |
|
|
|
Integrated care management (2) |
$ |
2,302 |
|
|
$ |
(4,167 |
) |
Virtual care infrastructure (3)(5) |
|
8,939 |
|
|
|
4,689 |
|
Services (4) |
|
6,974 |
|
|
|
5,502 |
|
Total |
$ |
18,215 |
|
|
$ |
6,024 |
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
Gross Margin %: |
|
|
|
Integrated care management (2) |
|
61 |
% |
|
|
(169 |
)% |
Virtual care infrastructure (3)(5) |
|
51 |
% |
|
|
34 |
% |
Services (4) |
|
36 |
% |
|
|
31 |
% |
Total |
|
45 |
% |
|
|
18 |
% |
|
|
|
|
|
Year Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
|
GAAP |
|
GAAP |
|
Adjustments (6) |
|
Pro Forma (7) |
Revenues: |
|
|
|
|
|
|
|
Integrated care management (2) |
$ |
18,010 |
|
|
$ |
31,886 |
|
|
$ |
— |
|
|
$ |
31,886 |
|
Virtual care infrastructure (3)(5) |
|
64,997 |
|
|
|
36,569 |
|
|
|
15,604 |
|
|
|
52,242 |
|
Services (4) |
|
75,796 |
|
|
|
55,340 |
|
|
|
9,477 |
|
|
|
64,817 |
|
Total |
$ |
158,803 |
|
|
$ |
123,795 |
|
|
$ |
25,081 |
|
|
$ |
148,945 |
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
|
GAAP |
|
GAAP |
|
Adjustments (6) |
|
Pro Forma (7) |
Gross Profit: |
|
|
|
|
|
|
|
Integrated care management (2) |
$ |
13,687 |
|
|
$ |
10,316 |
|
|
$ |
— |
|
|
$ |
10,316 |
|
Virtual care infrastructure (3)(5) |
|
29,882 |
|
|
|
12,633 |
|
|
|
6,096 |
|
|
|
18,729 |
|
Services (4) |
|
26,586 |
|
|
|
16,865 |
|
|
|
3,157 |
|
|
|
20,022 |
|
Total |
$ |
70,155 |
|
|
$ |
39,814 |
|
|
$ |
9,253 |
|
|
$ |
49,067 |
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
|
GAAP |
|
GAAP |
|
Adjustments (6) |
|
Pro Forma (7) |
Gross Margin %: |
|
|
|
|
|
|
|
Integrated care management (2) |
|
76 |
% |
|
|
32 |
% |
|
|
n/a |
|
|
|
32 |
% |
Virtual care infrastructure (3)(5) |
|
46 |
% |
|
|
35 |
% |
|
|
39 |
% |
|
|
36 |
% |
Services (4) |
|
35 |
% |
|
|
30 |
% |
|
|
33 |
% |
|
|
31 |
% |
Total |
|
44 |
% |
|
|
32 |
% |
|
|
37 |
% |
|
|
33 |
% |
UPHEALTH, INC.SEGMENT
INFORMATION AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES (1)(In thousands)
(1 |
) |
See Non-GAAP Financial
Information section for definitions of the Company’s non-GAAP
financial measures. |
|
|
|
|
Segment
InformationThe Company’s business is organized into three
operating business segments: |
|
Integrated Care Management—through the Thrasys subsidiary.Virtual
Care Infrastructure—through the Cloudbreak and Glocal (other than
for the six month period of July 1, 2022 through December 31, 2022)
subsidiaries; andServices—through the Innovations, BHS and TTC
subsidiaries. |
|
The reportable segments are
consistent with how management views the Company’s services and
products and the financial information reviewed by the chief
operating decision makers. The Company manages its businesses as
components of an enterprise for which separate information is
available and is evaluated regularly by the chief operating
decision makers in deciding how to allocate resources and assess
performance. |
|
|
|
(2 |
) |
In the Integrated Care Management
segment, the Company provides its customers with an advanced,
comprehensive, and extensible technology platform, marketed under
the umbrella “SyntraNet” to manage health, quality of care, and
costs, especially for individuals with complex medical, behavioral
health, and social needs. |
|
|
|
(3 |
) |
In the Virtual Care
Infrastructure segment, the Company provides technology and
process-based healthcare platforms providing its customers
comprehensive primary care, specialty consultations, and
translation services, through telemedicine, Digital Dispensaries,
and technology-based hospital centers. |
|
|
|
(4 |
) |
In the Services segment, the
Company provide custom compounded medications for the unique needs
of every patient and prescriber. The Company is a full-service
pharmacy filling prescriptions from its inventory of compounded
medications, as well as drugs purchased from manufacturers.
Additionally, the Company provides inpatient and outpatient
substance abuse and mental health treatment services for
individuals with drug and alcohol addiction and other behavioral
health issues. The Company offers a complete continuum of care from
detoxification services, residential care, partial hospitalization
programs, and intensive outpatient and outpatient programs. |
|
|
|
(5 |
) |
As discussed in Note 1,
Organization and Business, to the Company’s consolidated financial
statements, the Company deconsolidated Glocal during the three
months ended September 30, 2022; therefore, the financial results
of Glocal as of December 31, 2021 and for the period from March 26,
2021 to December 31, 2021, and the period from January 1, 2022 to
June 30, 2022 are included in the Company’s consolidated financial
statements, and the financial results of Glocal as of December 31,
2022 and for the three and six months then ended are not included
in the Company’s unaudited condensed consolidated financial
statements. |
|
|
|
(6 |
) |
Amounts reflect operating
activity of UpHealth and subsidiaries during the period prior to
each subsidiary’s acquisition date, if acquired during the
period. |
|
|
|
(7 |
) |
Amounts reflect operating
activity of UpHealth and subsidiaries during the period, as if
acquired at the beginning of the period. |
UpHealth (PK) (USOTC:UPHL)
Historical Stock Chart
From Jun 2024 to Jul 2024
UpHealth (PK) (USOTC:UPHL)
Historical Stock Chart
From Jul 2023 to Jul 2024