Greetings and welcome to UpHealth's second quarter 2022 earnings conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Shannon Devine, Investor Relations. Please go ahead.
Thank you, Operator. During today's call, management will be making forward-looking statements. Please refer to the company's SEC filings, including the company's annual report on Form 10-K and quarterly report on Form 10-Q, to be filed for a summary of the forward-looking statements and the risks, uncertainties, and other factors that could cause actual results to differ materially from those forward-looking statements. UpHealth cautions investors not to place undue reliance on any forward-looking statements. The company does not undertake and specifically disclaims any obligation to update or revise the statements to reflect new circumstances or unanticipated events that occur, except as required by law. Throughout the call today, we'll refer to pro forma revenues, pro forma gross margins, and adjusted EBITDA. These metrics are not determined in accordance with GAAP and therefore are susceptible to varying calculations.
Definitions, calculations, and reconciliation to the financial statements of these non-GAAP measures can be found in the tables included in our press release. We believe these non-GAAP measures of UpHealth's financial results provide useful information regarding certain financial and business trends and the results of our operations. I will now turn the call over to Samuel Meckey, UpHealth's Chief Executive Officer. Samuel?
Thank you, Shannon, and good morning, everyone. Thank you for joining us. I am honored to have the opportunity to speak with you today, my first earnings call as UpHealth's Chief Executive Officer in this pivotal moment in our journey as an institution. I'm happy to be here today and want to begin with why I am here. I was first drawn to UpHealth because of its strong mission, to overcome disparities in access to healthcare, to empower providers and those who fund healthcare, and to enable high quality, affordable health for all. This mission, combined with the company's values and the vision of the founding companies to enable the transformation of healthcare, inspires me. I have successfully led large healthcare businesses within leading global institutions and have deep experience in integrating acquisitions and executing transformations.
Over my 20-year career in healthcare, my track record is one of building businesses that deliver consistent revenue and earnings growth with a relentless focus on growing shareholder value. I'm also a proud veteran, and serving the broader community is deeply important to me personally. From a business perspective, I recognize the challenges that UpHealth has gone through over the last year as it has attempted to integrate six companies into one. The business has started a strategic transformation that will evolve every facet of the institution across product, technology, commercial acceleration, shared services, and talent. The road has been bumpy, but we are solidly on a path forward as we execute against our goals over the next 12-24 months, and there is a bright and remarkable future for our company.
Before getting to the details of our second quarter, I'd like to take a moment to thank Dr. Ramesh Balakrishnan. As you know, I assumed the role of Chief Executive Officer on July eleventh. Ramesh and I have had an incredibly smooth transition, and I am so grateful for his partnership and collaboration over the last few months. I look forward to working with Ramesh and to his contributions in his new role as President and Chief Strategy Officer. UpHealth's revenue for the second quarter of 2022 was $44 million. This represents a 22% growth over Q1 of 2022. The gross margin for the second quarter was 51%, up from 43% in Q1, and the adjusted EBITDA was $4 million, up from -$1.3 million in the first quarter. Our second quarter performance was driven by many major wins across UpHealth.
We executed a contract extension and expansion with the California Mental Health Services Authority to continue our work with the Los Angeles County Department of Mental Health. This contract expands our work for another 12 months, and it increases our revenue by $7.9 million on a run rate basis. We finalized a first of its kind contract with a hospital system to provide an educational program for their staff about the importance of culturally and linguistically appropriate care for underserved populations. We closed 46 new Martti contracts with over 90 implementations in healthcare facilities nationwide, which contributed to strong revenue growth and operating leverage for our U.S. telehealth business. We refreshed the Nutrascriptives branding, including label design, and we launched products on Amazon to broaden our direct-to-consumer offerings.
With this performance in mind, I spent my first month since becoming UpHealth's CEO meeting with our people, our leadership team, our customers, and our investors. There are a lot of very positive things to celebrate so far. First, there's much work being done to strengthen each of our business segments: integrated care management, virtual care infrastructure, and services. The potential growth opportunities for these businesses are remarkable, and we are confident that we can optimize the strategy we have developed so far to execute and grow these businesses. Second, there's a growing interest in the potential for SyntraNet, our integrated technology platform, and HelloLyf, the core platform underlying our digital clinics and hospitals, to scale and grow. We have an incredible opportunity to deploy a new generation of healthcare infrastructure to help clinics and hospitals leverage digital capabilities to deliver care to communities with limited access to care.
With SyntraNet and HelloLyf, we can make the healthcare systems more accessible, more affordable, higher quality, and better integrated. Third, there's great optimism around our ability to leverage Martti to become a leading language and teleconsult provider for health systems. We have very satisfied customers with an excellent NPS score of 54 that we can continue to build upon. Finally, there's real potential for UpHealth to package and sell care management solutions and services to payers and governmental entities, and to use our behavioral health and personalized medicine capabilities to become a leading player in US value-based care. While we have many positive elements to build upon, the headwinds that hampered our performance in our first year as a public company still need to be addressed, namely volatility in our international business and challenges with delivering more predictable revenue with our integrated care business.
The good news is that we are doing the hard work that will position us for consistent, profitable growth in 2023 and beyond. We continue expanding our leadership team. Daniel Mandoli joined last quarter as Executive Vice President for our services business. As we announced in our press release, Daniel is a seasoned executive with experience in mergers and operational excellence. We will continue to attract and inspire leaders globally to join us on this journey. We set up a transformation office to help us pivot quickly to execute upon the strategy we built for the business. At present, we have already completed approximately 40% of the over 600 transformation milestones planned for 2022, and we plan to execute upon an additional 40% in the third quarter. I want to recognize two of our board members, Dr.
Raluca Dinu and Agnès Rey-Giraud, for their outstanding support of our business in launching the critically important transformation initiatives. In the coming weeks and months, I will continue to deepen my understanding of our businesses, visiting with our teams, meeting with our leadership, visiting with our customers, and talking to our investors to get their feedback and to immerse myself in the business. As a management team, we continue to evaluate all of our growth opportunities and ensure the efficient allocation of capital to initiatives that support the highest growth and return on invested capital. We will continue to hire exceptional talent to grow our respective businesses. We will review our mix of assets to ensure that we are getting the most out of our businesses. We will also carefully manage our capital structure to ensure that we successfully execute upon our strategy.
Our goal is to set the stage for UpHealth to deliver consistent, repeatable revenue, which is growing appropriately, producing high quality, predictable earnings that are growing faster than revenue and converting those earnings to free cash flow. During our next earnings call, I will expand upon my initial impressions of UpHealth and what the focus areas will be for the company at our full year results. Toward the beginning of next year, we will talk through much more detail about our transformation plans and how they will drive results in 2023 and beyond. With that, I'll turn it over to Martin to go into our financials for the quarter. Martin.
Thanks very much, Samuel. We appreciate everyone joining us today. Before I begin my review of our second quarter results, I wanna first comment on the presentation as it pertains to the results and comparison periods. Recall that we completed the merger transactions on June 9th, 2021, and so it was only from that date forward that we have consolidated results that we can report on a GAAP basis. This is the first full year that UpHealth's financial statements will include all the businesses combined in the June 9th transactions. UpHealth's revenue for the second quarter of 2022 was $44 million. This represents a 22% increase over Q1 2022. Gross margin for the second quarter was 51%, up from 43% in Q1, and the adjusted EBITDA was $4 million, up from -$1.3 million in the first quarter.
Looking at revenue breakdown by segment on a GAAP basis, services, which again includes our pharmacy and behavioral health businesses, was the largest contributor with $19 million or 44% of the second quarter's total revenues. Virtual care infrastructure was next with $17 million of revenue, or 39% of the total. Integrated care management had GAAP revenue of $8 million, or 18% of the second quarter total. The company's revenue mix continues to shift toward the higher margin virtual care infrastructure and integrated care management segments, which increased from 48% of Q4 2021 total revenues and 51% of Q1 2022 revenues to 56% of second quarter revenues.
This increase is consistent with what we noted on our last call when we said that we expected the revenue contribution from integrated care management and virtual care infrastructure to return to levels that we reported in Q2 and Q3 of 2021 as revenue and integrated care management ramps up over the course of 2022. Together, we expect that those higher margin businesses will account for an increasing percentage of total revenues going forward. On a geographic basis, approximately 92% of second quarter revenues came from the United States, and 8% came from India. The company's gross margin on a GAAP basis was 51% in the second quarter, up from the first quarter's gross margin of 43%. Second quarter margins by segment were as follows. Integrated care management, 88%, virtual care infrastructure, 49%, and services, 38%.
We view gross margin as a key metric for UpHealth and as being useful for comparing our results to peers. Accordingly, let me also provide some additional color on our gross margins from a trend perspective, as well as framing them within the context of our overall financial model. Gross margins at integrated care management increased from 63% in Q1 to 88% in Q2 because of an increase in high-margin licensing revenues. We would expect gross margins in this business segment to return to the mid- to high-60% range as the revenue mix returns to more historical norms. Gross margins in virtual care infrastructure increased from 39% in Q4 2021 to 47% in Q1 2022 to 49% in Q2 2022. This trend of increasing margins stems largely from operating leverage in the US telehealth business, which continues to post very strong growth.
Gross margins in the services segment increased from 35% in Q1 2022 to 38% in Q2 2022 as a result of higher volumes in our behavioral health businesses. Second quarter net income on a GAAP basis included a $2 million reduction in the fair value of the derivative liability associated with the convertible notes. This revaluation is as a result of changes in the company's stock price during the second quarter. The reduction in derivative liability was recorded as a gain on fair value of derivative liability, a component of other income in the company's consolidated statements of operations. UpHealth's second quarter adjusted EBITDA was $4 million, which was, along with revenue, in line with our expectations. Adjustments were made for the previously mentioned change in the value of the derivative liability and for certain non-recurring expenses, including consulting, legal, and restructuring expenses.
We expect expenses for consulting and legal costs to continue through the third quarter and then to decline substantially, particularly as the shareholder litigation suit has been settled. As a reminder, adjusted EBITDA is a non-GAAP measure, and we have included a reconciliation of GAAP operating loss to adjusted EBITDA in the press release. I want to spend a few minutes discussing the company's liquidity position. As of June 30th, 2022, the company had an unrestricted cash balance of $41 million. The company's cash balance declined over the quarter, largely as a result of interest payments and payments for various professional fees, including legal and consulting expenses. Our business segments continue to show good revenue and EBITDA growth. The company used restricted cash to repay its forward share purchase agreement according to the terms of that contract on April 9th, 2022.
As of June 30th, the company had $19 million of current portion of debt, which is made up predominantly of notes to shareholders. As we announced earlier this morning, the company entered into a $67.5 million convertible debt transaction with a number of holders of our existing convertible debt securities to raise approximately $22.5 million in new cash before transaction costs and to exchange $45 million of the old convertible notes for new convertible notes. The new convertible notes will carry a higher coupon, a lower conversion price, and a maturity date of December 15, 2025.
The proceeds of this offering will be used to repay substantially all of the outstanding seller notes that mature on September first, and so the transaction does not increase the company's total leverage and provides us with more than three years until the maturity of any significant borrowings. We are continuing to work on raising rupee-denominated debt secured by our Indian PP&E to finance growth in that market and expect to complete that financing sometime next quarter. The effort to collect accounts receivable from a European customer that were written off as bad debt expense is ongoing. That customer is in the process of securing financing, and there is an expectation for an update in Q3.
Our current cash position and the financial performance of the business, which we continue to expect to become operating cash flow positive later this year, will provide us sufficient liquidity to execute on our current growth plans. As we've previously discussed, we've made substantial progress in the integration of corporate functions across our business. Now that we're well underway with our transformation work, we continue to identify and execute upon cost reduction opportunities in the business that will further enhance free cash flow over time. That concludes our prepared remarks. Please note that Ramesh Balakrishnan is here with us for the Q&A section of the call. Operator, we're now ready to take questions.
At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Our first question comes from Michael Latimore with Northland Capital Markets. Please proceed with your question.
Great. Thank you. Yeah, congratulations, Samuel, on the new role.
Thank you, Michael.
It sounds like my sense is that bookings were relatively healthy in the second quarter, but just wanted to confirm that, you know, the overall bookings level in the second quarter was as expected here.
Yeah, Michael , thank you for the question. Thank you for joining us today. It's good to be here. I appreciate you spending time with us. Bookings were as expected in the second quarter, and as we talked about, there were several good opportunities that we were able to close in Q2. We're very pleased with the progress that we made last quarter.
Great. When you talk about completing 240 of the 600 IT transformation initiatives, is that basically as outlined in the McKinsey report, that 600?
Yes, Michael . We worked very hard to drive our strategy for our business that we're implementing here going forward, and as we stood up our transformation office, in which the company worked with our consulting partners to help identify areas for us to drive our business forward. We continue to add items to that list that we're going to work on to transform our business. You're correct, we had identified approximately 600 milestones that we had planned for the rest of this year, and we made great progress on those initiatives in Q2, and we continue to drive really excellent execution in Q3 as well.
Great. Just last one, services actually grew fairly well year-over-year. What's your general view on the services business here?
The services business, Michael , has been growing very well and we're pleased with the progress that we've made. We mentioned Daniel Mandoli joining the organization. He's come in and gotten his arms very quickly around our services business. He's making great progress in all of it. Our pharmacy business, we've been able to push through a price increase that's going to start to take effect in Q3. Should have some very positive impact on the results in Q4. When you look at our business, we're seeing great utilization levels and nice progress there as well. We're very pleased with the performance of the services business through Q2 and into Q3.
Great. Thank you. Best of luck this year.
Thank you, Michael .
Our next question comes from Frank Takkinen with Lake Street Capital Markets. Please proceed with your question.
Yeah, absolutely. Thanks for taking my questions. I wanted to just follow up on some of the gross margin commentary. It looks like they were obviously really solid in the quarter, and maybe there were some items in there that skewed those to the high end of expectations. Martin, maybe could you just run through what went on with the integrated care management business a little bit more directly, just to give us a little better feel for the long-term margin profile we should expect there and what happened in the quarter?
Yeah. Good morning, Frank. Thanks for joining us. Yeah, as I mentioned in my remarks, we had a very strong quarter from a gross margin perspective in the integrated care business. That business on a sort of a normalized basis will run in the mid- to high-60%, maybe low 70% gross margin basis. This quarter, we had a significant win in California that involved some upfront licensing payments that drove the margin up. So, you know, we as I said would expect those margins on a more normalized basis to be in the mid- to high-60% range going forward. The other businesses, as you'll see, also demonstrated strong gross margin performance. We had an uptick in both virtual care infrastructure and the services segments.
I would attribute those increases largely to increased operating leverage in those businesses.
Okay, that's helpful. Maybe one for Sam, just a little bit more broad-based in nature. I know you've been on board for, call it, a month or so, understanding there's probably much to learn about the business and still getting your feet under you. Maybe if you could just comment on the integration potential of the businesses that you're seeing at this point since joining the company.
Sure. Thank you, Frank. I really appreciate the question. The integration of the six companies into specific business has gone really well. I see tremendous opportunity for us for where we're trying to compete in the marketplace. As I look at the different business segments, when you think about integrated care infrastructure, virtual care infrastructure, the technology products that we're leading with have high potential in multiple segments of the marketplace. Our ability to wrap technology-enabled healthcare services around those technology products, I think is quite good. I'm optimistic about what we've done, what we've put in place.
As I look at the ability for us to do things like expand our footprint into health systems with our population health systems around SyntraNet and Martti, or our ability to introduce population health to provincial governments in India, or if you look at our ability to take our Martti translation services and take that to managed care customers to deliver telepsychiatry patients with our behavioral clinician teams. All of those, I think, give us very strongholds in the market segments that are growing quickly with a high potential for us to create exceptional value for our clients. That's a big part of why I think that, Frank. I really like the assets, I like the strategy, and I like the way that we're going after growing and creating value in the marketplace.
Great. That's helpful. Maybe just the last one from me. Any update you guys can provide on the redeployment of the HelloLyf to India?
Sure. The HelloLyf redeployment to India is ongoing, and it's been successful so far. I know we have Ramesh on the phone. Ramesh, would you like to comment on that?
Sure. Martin can add to it as well. Frank, good to be speaking with you. We've started the deployment of the HelloLyf digital clinics. They are being deployed as 10-bed clinics, which actually allows us to do two things, to add additional services that we wouldn't want to do or wouldn't do cost-effectively in the hospitals. The standard line of outpatient services, and they act as feeders to the hospitals as well, outpatients. These deployments have just started. They're just underway, and we've got a target of quarterly rollouts of these clinics. Martin, do you want to add anything to that?
Yep. Yep, absolutely. Hey, Frank. We're referencing the 260 digital dispensaries that we've redeployed into India. The first three of those are opening this month in August. As Ramesh said, they will serve to generate cash flow on their own in their own right, and also will serve as feeders to the hospitals that we have, and we're seeing increased utilization there. We're confident that the long-term cash flow prospects of the redeployment of these assets in India will provide a superior outcome than would have been the case had we redeployed them or had we deployed them elsewhere.
Got it. Okay, that's helpful. Thanks for taking my questions. I'll stop there.
Ladies and gentlemen, we have reached the end of the question and answer session, and I would now like to turn the call back over to Samuel Meckey for closing remarks.
Thank you, operator. I just wanna thank everybody on the call today and reiterating how excited I am to be here and by the opportunity that we have in front of us. There's a lot of work to do, but the team is fantastic and we're off to a great start. Thank you again for your time today, and I look forward to continuing the conversation with you during our next quarterly earnings call. Have a great day.
This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.