What changed in this filing

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Item 9A. Controls and Procedures

2021-03-03 compared with 2020-03-04 · 86 added, 44 removed, 108 unchanged (55% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) of the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that its disclosure controls and procedures were not effective as of December 31, 2019 due to the material weakness in internal control over financial reporting described below.

The Company's management concluded that notwithstanding the existence of the material weakness, the consolidated financial statements included in this Annual Report on Form 10-K, present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S.

The Company’s management has developed a plan to remediate during 2020 the identified material weakness as described below under the section "Remediation Efforts with Respect to the Material Weakness."

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company did not design and maintain effective controls over the accounting for revenue related to the leasing of its medical equipment adequate to ensure that the lease income was appropriately recognized on a straight-line basis over the applicable lease term.

This control deficiency resulted in adjustments to revenue, income before income taxes and net income for the year ended December 31, 2018, the 2018 quarterly periods and the quarterly periods ended March 31, 2019, June 30, 2019 and September 30, 2019.

The Company concluded that the adjustments for the quarterly periods ended June 30, 2019 and September 30, 2019 resulted in a material misstatement of the interim consolidated financial statements for these periods.

Accordingly, the Company’s management has determined that this control deficiency constituted a material weakness.

Because of this material weakness, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019 .

Remediation Efforts with Respect to the Material Weakness

The Company's management has developed a remediation plan and will implement internal controls to begin monitoring its recognition of revenue on a monthly basis to ensure such revenue is recognized on a straight-line basis over the applicable lease term.

The material weakness will not be considered remediated until the control has been implemented and the control operates for a sufficient period of time and the Company's management has concluded, through testing, that this control is effective.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the foregoing, there can be no assurance that the Company's disclosures controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to disclose material information otherwise required to be set forth in the Company's periodic reports.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Management Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on this assessment, management concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective.

This Annual Report on Form 10-K does not include, and we were not required to include, an attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company's internal control over financial reporting as of December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

There has been no change in the Company's internal control over financial reporting during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

VIEMED HEALTHCARE, INC.

2 unchanged sentences

December 31, 2020 and 2019

Management Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies.

Other Information

VIEMED HEALTHCARE, INC.

2 unchanged sentences

December 31, 2020 and 2019

Other Information

VIEMED HEALTHCARE, INC.

December 31, 2019 and 2018

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

We intend to disclose on our website any amendments or waivers to the code that are required to be disclosed by SEC rules.

Additional information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019 .

Additional information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

Executive Compensation

The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019 .

The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Exhibits, Financial Statement Schedules

The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

Principal Accountant Fees and Services

The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

Exhibits and Financial Statement Schedules

Documents filed as part of this report.

6 unchanged sentences

• Statements of Cash Flows for the years ended December 31, 2020 and 2019

Notes to Financial Statements

Financial Statement Schedules.

2 unchanged sentences

VIEMED HEALTHCARE, INC.

(Tabular dollar amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2020 and 2019

Exhibit Number

Exhibit Title

Exhibit Number Exhibit Title

2.1 Share Purchase Agreement dated as of January 11, 2017 between PHM Logistics Corporation and Viemed, Inc.

28 unchanged sentences

Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 filed on July 10, 2019.

VIEMED HEALTHCARE, INC.

(Tabular dollar amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2020 and 2019

+10.5 Form of Indemnity Agreement between Viemed Healthcare, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on July 10, 2019.

VIEMED HEALTHCARE, INC.

December 31, 2019 and 2018

+10.6 Amended and Restated Stock Option Plan of Viemed Healthcare, Inc.

3 unchanged sentences

Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on July 10, 2019.

+10.8 Viemed Inc.

Phantom Share Plan.

2 unchanged sentences

Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10 filed on July 10, 2019.

+10.10 Viemed Inc.

Annual Discretionary Cash Bonus Plan.

18 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2019.

VIEMED HEALTHCARE, INC.

(Tabular dollar amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2020 and 2019

10.19 Commercial Term Note made by Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC to Hancock Whitney Bank, dated as of September 19, 2019.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 19, 2019.

10.20 Fourth Amendment to Commercial Business Loan Agreement for Term Loans and Lines of Credit dated May 1, 2020 among Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC and Hancock Whitney Bank.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2020.

10.21 Commercial Term Note made by Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC to Hancock Whitney Bank, dated as of May 1, 2020.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2020.

+10.22 Viemed Healthcare, Inc.

2020 Long Term Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 11, 2020.

*+10.23 Form of Restricted Stock Units Agreement.

*+10.24 Form of Award Agreement for Stock Option.

21.1 Subsidiaries of the Registrant.

1 unchanged sentence

*23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm .

Consent of MNP, LLP, Independent Registered Public Accounting Firm

VIEMED HEALTHCARE, INC.

December 31, 2019 and 2018

*31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension Definition Document.

* Filed herewithin.

*101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*101.SCH Inline XBRL Taxonomy Extension Schema Document.

*101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

*101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

*101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

*101.DEF Inline XBRL Taxonomy Extension Definition Document.

*104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.

# Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

+ Management contract or compensatory plan or arrangement.

VIEMED HEALTHCARE, INC.

(Tabular dollar amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2020 and 2019

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VIEMED HEALTHCARE, INC.

/s/ Casey Hoyt

Chief Executive Officer

/s/ Trae Fitzgerald

Trae Fitzgerald

Chief Financial Officer

March 3, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Casey Hoyt Chief Executive Officer and Director March 3, 2021

Casey Hoyt (Principal Executive Officer)

/s/ Trae Fitzgerald Chief Financial Officer March 3, 2021

Trae Fitzgerald (Principal Financial Officer and Accounting Officer)

Todd Zehnder Chief Operating Officer and Director March 3, 2021

/s/ Randy Dobbs Chairman of the Board of Directors March 3, 2021

William Frazier Director and Chief Medical Officer March 3, 2021

William Frazier

/s/ Bruce Greenstein Director March 3, 2021

Bruce Greenstein

/s/ Sabrina Heltz Director March 3, 2021

Sabrina Heltz

/s/ Nitin Kaushal Director March 3, 2021

Nitin Kaushal

/s/ Timothy Smokoff Director March 3, 2021

Timothy Smokoff

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures