Second quarter GAAP revenue of $31.9 million

Pro forma revenue of $39.2 million, up 28% sequentially

Gross margin of 36.4%

Pro forma Adjusted EBITDA of $2.3 million

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 second quarter ended June 30, 2021.

“The second quarter was an exciting one for us, being our first quarter as a public company after successful completion of combination with the GigCapital2, Inc.,” said Dr. Ramesh Balakrishnan, Chief Executive Officer at UpHealth. “We were very pleased with our performance; we exceeded revenue estimates and met our targets for adjusted EBITDA. We completed business combinations, and made good progress with integration across our business units to launch UpHealth as a unified healthcare platform with a unique and comprehensive suite of technologies, infrastructure, and services. With this foundation in place, we are well-positioned to deliver innovative solutions across the care continuum for healthcare providers, health plans, counties, and governments to modernize healthcare globally. We create digitally enabled and connected care communities that address the whole person needs of individuals in a coordinated, collaborative, and integrated manner. These communities enable new models of care that reshape healthcare as it should be with dramatically improved access, quality, costs, and outcomes. Our goal is to deploy and connect these communities worldwide, and we have great opportunities for long-term and sustained growth.”

All amounts are expressed in U.S. dollars and results are reported in accordance with U.S. GAAP, except where specifically noted. Due to the timing of the business combinations, there are no comparable operating results for the second quarter of 2020.

Second Quarter 2021 Results (GAAP)

Revenues for the second quarter were $31.9 million with a gross margin of 36.4%. GAAP results reflect operations of the Company’s segments for the period after completion of mergers and acquisitions:

• Integrated Care Management, the largest segment, generated $11.3 million of revenues (or 35% of total revenues) for the full three-month period of the quarter, with a gross margin of 40.9%;
• Global Telehealth generated $7.0 million of revenues (or 22% of total revenues) for a partial period, with a gross margin of 37.8%;
• Behavioral Health generated $8.3 million of revenues (or 26% of total revenues) for the full three-month period of the quarter, with gross margin of 28.4%; and
• Digital Pharmacy generated $5.3 million of revenues (or 17% of total revenues) for the partial period, with a gross margin of 37.4%.

Due to the timing of the various business combinations, there are no Q2 2020 GAAP revenues for UpHealth for comparison.

Second quarter net loss, which includes one-time acquisition-related expenses of $32.6 million, was $32.8 million.

Adjusted EBITDA for the second quarter was $2.1 million.

Second Quarter 2021 Results (Pro Forma)

On a pro forma basis, revenues for the second quarter were $39.2 million, an increase of 28% over pro forma revenues for the first quarter of 2021, with a gross margin of 36.4%.

Pro forma results report on operations of the segments for the full three-months of the quarter, assuming that mergers and acquisitions were completed prior to the beginning of the quarter:

• Integrated Care Management was not affected by pro forma adjustments, and generated $11.3 million of revenue (or 29% of total pro forma revenues for the quarter), with a gross margin of 40.9%;
• Global Telehealth was the largest segment and generated $12.4 million of pro forma revenues (or 32% of total pro forma revenues for the quarter), with a gross margin of 36.7%;
• Behavioral Health was also not affected by pro forma adjustments, and generated $8.3 million of revenues (or 21% of total pro formal revenues for the quarter), with a gross margin of 28.4%; and
• Digital Pharmacy generated $7.2 million of pro forma revenues (or 18% of total pro forma revenues for the quarter), with a gross margin of 38.0%.

UpHealth’s pro forma gross margin was 36.4% in the second quarter and was impacted by product mix in Integrated Care Management with the extension of a contract that the Company anticipates will generate rising margins over time.

Pro forma Adjusted EBITDA was $2.3 million.

Please refer to the discussion and tables below under “Non-GAAP Financial Information”.

Balance Sheet and Cash Flow

At June 30, 2021, UpHealth had total assets of $898 million, including $99 million of cash, cash equivalents, and restricted cash, and total debt of $208 million. During the first six months of 2021, cash used in operating activities was $37 million, largely due to the net loss of $36 million (which includes one-time acquisition-related expenses of $32.6 million), while investing activities provided $4 million of cash, primarily driven by net cash acquired in acquisition of businesses.

Key Business Highlights

• The number of lives on UpHealth’s Integrated Care Management platform grew to 6.8 million, with 132 organizations participating in connected, digitally enabled care communities. The platform will support the largest publicly operated health plan to deploy new models of care that are part of California’s CalAIM initiative;
• UpHealth extended use of its Integrated Care Management platform with a partnership in the European Union to modernize public health infrastructure with a first phase focused on Covid-19 tests, vaccines, analytics, and alerts to support reopening of travel and business;
• Utilization of UpHealth’s telehealth platform in the US increased from 8.0 million minutes in the first half of 2020 to 11.4 million minutes in the first half of 2021, a growth of 42.5%. The platform is now deployed in over 2,000 healthcare venues in the United States;
• The population served by digital clinics internationally increased from 4.5 million in Q2 of 2020 to 15.5 million in Q2 of 2021, a growth of over 240%; and
• UpHealth introduced a revolutionary new digital hospital in the international market to extend the capabilities of its digital clinics. The first of these hospitals will be deployed in the second half of the year.

Financial Outlook

The Company will continue to accelerate growth in the second half of the year with the deployment of additional capital to meet increasing demand and is on track to meet its 2021 pro forma financial projections.

Conference Call

Management will host a conference call to discuss the Company’s second quarter of 2021 results at 5:00 p.m. ET today, August 12, 2021. The call can be accessed live over the telephone by dialing (844) 200-6205, passcode 213641, from the U.S. or international callers can dial (646) 904-5544, passcode 213641. There will also be a simultaneous, live webcast available on the Investor Relations section of the Company's web site at https://investors.uphealthinc.com/events-and-presentations/default.aspx or directly here. The webcast will be archived for approximately 30 days.

About UpHealth Inc.

UpHealth is a global digital health company with operations in over ten countries. UpHealth delivers digital-first technology, infrastructure, and services to dramatically improve how we deliver care and manage health for individuals and populations. The Company’s clients include governments, health plans, healthcare providers, and community-based organizations. UpHealth enables its clients to improve access, enhance quality, and achieve better outcomes more cost effectively with digital health infrastructure, interoperability tools, advanced analytics and coordinated workflows, connecting, and expanding the care continuum to create digitally enabled care communities serving patients wherever they are, whenever they need it, and in any language they speak.

Join us in the dialogue to improve healthcare at the #HealthcareReshaped hashtag on Twitter, LinkedIn, Facebook and Instagram.

For more information on UpHealth, please visit https://uphealthinc.com and follow us at @UphealthInc on Twitter, @uphealth-inc on LinkedIn and @uphealthinc on Instagram.

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, statements regarding product offerings of UpHealth, reception of its product by customers, and its expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenues and the business plans of its 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 in light of 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 mix 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, 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 virus 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. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Source: UpHealth, Inc.

Non-GAAP Financial Information

This press release includes financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (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 revenue, pro forma gross margin, and adjusted EBITDA.

• Pro forma revenue consists of GAAP revenue and revenue from UpHealth’s subsidiaries prior to their acquisition.

• Pro forma gross margin consists of GAAP gross margin 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, acquisition-related costs, other income (expense), income tax benefit (expense), income (loss) from equity method 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 revenue, 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.

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