4 unchanged sentences
Dollars, except outstanding shares)
−Removed: June 30, 2023 At
+Added: September 30, 2023 At
December 31, 2022
22 unchanged sentences
Deferred revenue 6,215 4,624
+Added: Income taxes payable 10 232 —
Accrued liabilities 5 16,719 11,092
14 unchanged sentences
unlimited authorized;
−Removed: 38,400,422 and 38,049,739 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
+Added: 38,489,001 and 38,049,739 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
8 $ 18,633 $ 15,123
8 unchanged sentences
Dollars, except share and per share amounts)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
Note 2023 2022 2023 2022
7 unchanged sentences
Depreciation 419 291 957 771
−Removed: Loss (gain) on disposal of property and equipment 117 ( 110 ) 95 ( 124 )
+Added: Loss on disposal of property and equipment
+Added: 278 292 373 168
Other (income) expense, net ( 41 ) ( 57 ) ( 124 ) ( 721 )
2 unchanged sentences
Income from equity method investments 270 84 442 853
−Removed: Interest income (expense), net 6 20 ( 59 ) 69 ( 123 )
+Added: Interest expense, net
+Added: 6 ( 237 ) ( 42 ) ( 168 ) ( 165 )
Net income before taxes 4,239 1,511 9,315 5,406
33 unchanged sentences
Shareholders' equity, June 30, 2022 38,333,089 $ 14,348 $ 9,991 $ ( 56 ) $ 68,944 $ 93,227
+Added: Stock-based compensation - options — — 767 — — 767
+Added: Stock-based compensation - restricted stock — — 542 — — 542
+Added: Exercise of options 15,087 87 — — — 87
+Added: Shares issued for vesting of restricted stock units 81,394 492 ( 492 ) — — —
+Added: Shares redeemed to pay income tax ( 3,970 ) — — — ( 24 ) ( 24 )
+Added: Shares repurchased under the share repurchase program ( 323,053 ) — — — ( 1,857 ) ( 1,857 )
+Added: Change in accumulated other comprehensive loss — — — 112 — 112
+Added: Net Income — — — — 1,055 1,055
+Added: Shareholders' equity, September 30, 2022 38,102,547 $ 14,927 $ 10,808 $ 56 $ 68,118 $ 93,909
+Added: See accompanying notes to the condensed consolidated financial statements
+Added: VIEMED HEALTHCARE, INC.
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
+Added: (Expressed in thousands of U.S.
+Added: Dollars, except share and per share amounts)
Common Stock Additional paid-in capital Accumulated other comprehensive loss Total Shareholders'
15 unchanged sentences
Shareholders' equity, June 30, 2023 38,400,422 $ 17,850 $ 13,488 $ — $ 73,167 $ 104,505
+Added: Stock-based compensation - options — — 263 — — 263
+Added: Stock-based compensation - restricted stock — — 1,190 — — 1,190
+Added: Exercise of options 1,136 6 — — — 6
+Added: Shares issued for vesting of restricted stock units 95,944 777 ( 777 ) — — —
+Added: Shares redeemed to pay income tax ( 8,501 ) — — — ( 69 ) ( 69 )
+Added: Net Income — — — — 2,919 2,919
+Added: Shareholders' equity, September 30, 2023 38,489,001 $ 18,633 $ 14,164 $ — $ 76,017 $ 108,814
See accompanying notes to the condensed consolidated financial statements
2 unchanged sentences
(Expressed in thousands of U.S.
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Note 2023 2022
8 unchanged sentences
Income from debt investment ( 164 ) —
−Removed: Loss (gain) on disposal of property and equipment 95 ( 124 )
+Added: Loss on disposal of property and equipment
Deferred income tax (benefit) expense ( 791 ) 745
37 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Nature of Business and Operations
2 unchanged sentences
The Company’s service offerings are focused on effective in-home treatment with clinical practitioners providing therapy and counseling to patients in their homes using cutting edge technology.
−Removed: The Company currently serves patients in 50 states of the United States.
+Added: The Company currently serves patients in all 50 states of the United States.
The Company was incorporated under the Business Corporations Act (British Columbia) on December 14, 2016.
26 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Segment Reporting
9 unchanged sentences
The write-offs are charged against the allowance for doubtful accounts.
−Removed: For the six months ended June 30, 2023, the Company's evaluation takes into consideration such factors as historical bad debt and billing modification experience, national and local economic trends and conditions, industry and regulatory conditions, other collection indicators and information about disaggregated receivables.
+Added: For the nine months ended September 30, 2023, the Company's evaluation takes into consideration such factors as historical bad debt and billing modification experience, national and local economic trends and conditions, industry and regulatory conditions, other collection indicators and information about disaggregated receivables.
The complexity of many third-party billing arrangements, patient qualification for medical necessity of equipment and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded.
The estimates and charge-offs for the allowance for doubtful accounts for each reporting period were as follows:
−Removed: June 30, 2023 June 30, 2022
+Added: September 30, 2023 September 30, 2022
Balance, beginning of year $ 8,483 $ 7,031
2 unchanged sentences
Balance, end of period $ 11,561 $ 8,516
−Removed: Included in accounts receivable at June 30, 2023 are amounts due from Medicare and Medicaid representing 35 % and 6 %, respectively, and 41 % combined, of total outstanding receivables.
+Added: Included in accounts receivable at September 30, 2023 are amounts due from Medicare and Medicaid representing 31 % and 5 %, respectively, and 36 % combined, of total outstanding net receivables.
As of December 31, 2022, 48 % of total outstanding receivables were amounts due from Medicare and Medicaid.
−Removed: Revenues from Medicare and Medicaid as percentages of the Company's traditional revenue streams, excluding COVID-19 response sales and services, for the three and six months ended June 30, 2023 and 2022 were as follows:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Revenues from Medicare and Medicaid as percentages of the Company's traditional revenue streams, excluding COVID-19 response sales and services, for the three and nine months ended September 30, 2023 and 2022 were as follows:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
9 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Property and equipment
9 unchanged sentences
The following table details the Company’s equity investments:
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Equity method investments $ 424 $ 816
7 unchanged sentences
Equity method investments are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the investments may exceed the fair value.
−Removed: No events or changes have occurred as of June 30, 2023 that would impair the carrying value of equity method investments.
+Added: No events or changes have occurred as of September 30, 2023 that would impair the carrying value of equity method investments.
Other equity investments include an equity interest in VeruStat, Inc., a remote patient monitoring entity, and an equity interest in DMEscripts, LLC, an e-prescribing platform.
2 unchanged sentences
ASU 2019-04 clarifies that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it must measure its equity investment at fair value in accordance with ASC 820 as of the date that the observable transaction occurred.
−Removed: The Company was not aware of any impairment or observable price change adjustments that needed to be made as of June 30, 2023 on its investments in equity securities without a readily determinable fair value.
+Added: The Company was not aware of any impairment or observable price change adjustments that needed to be made as of September 30, 2023 on its investments in equity securities without a readily determinable fair value.
Debt Investment
8 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Valuation of Goodwill
8 unchanged sentences
As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment test will prove to be accurate predictions of the future.
−Removed: During the three months ended June 30, 2023 the Company evaluated the events and changes that could indicate that goodwill might be impaired and concluded that an interim test was not necessary.
+Added: During the three months ended September 30, 2023 the Company evaluated the events and changes that could indicate that goodwill might be impaired and concluded that an interim test was not necessary.
Comprehensive income
23 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Revenues associated with external staffing services are accrued on an hourly basis and are recorded based on the determination of whether the Company is acting as a principal or an agent.
2 unchanged sentences
The revenues from each major source are summarized in the following table:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
6 unchanged sentences
COVID-19 response sales and services
−Removed: — 183 — 2,278
Service revenues
16 unchanged sentences
For sales of equipment previously placed in service, proceeds associated with these sales are recorded to gain (loss) on disposal of property and equipment.
+Added: VIEMED HEALTHCARE, INC.
+Added: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: September 30, 2023 and 2022
The Company also provides sleep study services to customers and recognizes revenue when the sleep study results are complete, satisfying the performance obligation.
5 unchanged sentences
The payment terms and conditions of customer contracts vary by customer type and the products and services offered.
−Removed: VIEMED HEALTHCARE, INC.
−Removed: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
For staffing services, performance obligations in the staffing agreements are satisfied over time when the customer simultaneously receives and consumes the benefits provided.
11 unchanged sentences
Any taxes due upon sale of the products or services are not recognized as revenue.
−Removed: The Company does not have any partially or unfilled performance obligations related to contracts with customers and as such, the Company has no contract liabilities as of June 30, 2023.
+Added: The Company does not have any partially or unfilled performance obligations related to contracts with customers and as such, the Company has no contract liabilities as of September 30, 2023.
Stock-based compensation
8 unchanged sentences
The Company utilized an interest rate swap contract to reduce exposure to fluctuations in variable interest rates for future interest payments on the 2019 Term Note (as defined below).
+Added: VIEMED HEALTHCARE, INC.
+Added: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: September 30, 2023 and 2022
For determining the fair value of the interest rate swap contract, the Company uses significant other observable market data or assumptions (Level 2 inputs) that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk.
4 unchanged sentences
To the extent that interest rate swaps are determined to be ineffective, the Company would recognize the changes in the estimated fair value of swaps in interest and other non-operating expenses, net in its Condensed Consolidated Statements of Income.
−Removed: VIEMED HEALTHCARE, INC.
−Removed: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
During the year ended December 31, 2022, the Company settled its interest rate swap in connection with the refinancing of its credit facilities and recognized the realized gain of $ 0.2 million in Other Income.
12 unchanged sentences
Changes or differences in these estimates or assumptions may result in changes to the current and deferred tax assets and liabilities on the Condensed Consolidated Balance Sheets and a charge to or recovery of income tax expense.
+Added: VIEMED HEALTHCARE, INC.
+Added: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: September 30, 2023 and 2022
CARES Act Funds Received
8 unchanged sentences
To the extent that reporting requirements and terms and conditions are modified, it may affect the Company's ability to comply and may require the return of funds.
−Removed: The Company is not aware of any such modifications as of June 30, 2023
+Added: The Company is not aware of any such modifications as of September 30, 2023
Recently adopted accounting pronouncements
9 unchanged sentences
The Company has elected to utilize this exemption and, as a result, the Company's condensed consolidated financial statements may not be comparable to the financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies.
−Removed: To date, however, the Company has not delayed the adoption of any accounting
−Removed: VIEMED HEALTHCARE, INC.
−Removed: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
−Removed: standards except as noted below.
+Added: To date, however, the Company has not delayed the adoption of any accounting standards except as noted below.
Section 107 of the JOBS Act provides that the Company can elect to opt out of the extended transition period at any time, which election is irrevocable.
8 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Business Combinations
3 unchanged sentences
The results of HMP’s operations have been included in the consolidated financial statements since the date of acquisition.
−Removed: The Company expensed $ 254,000 of acquisition costs in conjunction with the acquisition for the six months ended June 30, 2023.
+Added: The Company expensed $ 477,000 of acquisition costs in conjunction with the acquisition for the nine months ended September 30, 2023.
These costs include system conversion and integrating operations charges, as well as legal and consulting expenses, and are included in selling, general, and administrative expense in the accompanying consolidated statements of income and comprehensive income.
The following table summarizes the consideration paid and estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
−Removed: The Company is in the process of obtaining third-party valuations of certain fixed assets and identifiable intangible assets;
−Removed: thus, the provisional measurements of property plant and equipment, trade names, non-compete agreements, and goodwill are subject to change.
−Removed: The fair value of accounts receivables acquired is $ 2.0 million, with the gross contractual amount being $ 2.9 million.
−Removed: The Company expects $ 0.9 million to be uncollectible.
Purchase Price
21 unchanged sentences
Resulting goodwill $ 29,704
−Removed: Goodwill resulted from a combination of synergies and cost savings, and further expansion into Tennessee, Alabama, and Mississippi.
−Removed: All of the goodwill is deductible for income tax purposes.
−Removed: There are no contingent consideration arrangements included in the transaction.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
+Added: The fair value of accounts receivables acquired is $ 2.0 million, with the gross contractual amount being $ 2.9 million.
+Added: The Company expects $ 0.9 million to be uncollectible.
+Added: The Company is in the process of obtaining third-party valuations of certain fixed assets and identifiable intangible assets;
+Added: thus, the provisional measurements of property plant and equipment, trade names, non-compete agreements, and goodwill are subject to a material change.
+Added: After the Company's June 30, 2023 financial statements were issued, management identified and recorded immaterial measurement period adjustments to the provisional balances pertaining to the acquired cash and cash equivalents, prepaid expenses other assets, trade payables, and long-term lease liability accounts.
+Added: As a result of these adjustments, there was a reduction in the provisional goodwill balance, which resulted in no impact on the current period's income or expenses.
+Added: Goodwill resulted from a combination of synergies and cost savings, and further expansion into Tennessee, Alabama, and Mississippi.
+Added: All of the goodwill is deductible for income tax purposes.
+Added: There are no contingent consideration arrangements included in the transaction.
Property and Equipment
1 unchanged sentence
The following table details the Company’s fixed assets:
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Medical equipment $ 108,325 $ 93,893
6 unchanged sentences
Property and equipment, net of accumulated depreciation and amortization $ 73,423 $ 67,743
−Removed: Depreciation in the amount of $ 4,908,000 and $ 3,497,000 is included in cost of revenue for the three months ended June 30, 2023 and 2022, respectively, and in the amount of $ 9,430,000 and $ 6,656,000 for the six months ended June 30, 2023 and 2022, respectively.
−Removed: Medical equipment purchases with a cost of $ 2,526,000 and $ 738,000 were included in accounts payable at June 30, 2023 and December 31, 2022, respectively.
+Added: Depreciation in the amount of $ 5,556,000 and $ 3,829,000 is included in cost of revenue for the three months ended September 30, 2023 and 2022, respectively, and in the amount of $ 14,987,000 and $ 10,486,000 for the nine months ended September 30, 2023 and 2022, respectively.
+Added: Medical equipment purchases with a cost of $ 2,598,000 and $ 738,000 were included in accounts payable at September 30, 2023 and December 31, 2022, respectively.
Current Liabilities
The Company’s short-term accrued liabilities are included within current liabilities and consist of the following:
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Accrued trade payables $ 3,306 $ 2,254
3 unchanged sentences
Current portion of phantom share liability 1,196 1,704
−Removed: Purchase price payable 1,376 —
Accrued other liabilities 2,509 1,334
4 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
2018 Senior Credit Facility
17 unchanged sentences
• Consolidated Fixed Charge Coverage Ratio ( defined generally as (a) adjusted EBITDA minus capital expenditures minus cash taxes to (b) the sum of scheduled principal payments plus cash interest expense plus restricted payments) of not less than 1.25 :1.0.
−Removed: The Company was in compliance with all covenants under the 2022 Senior Credit Facilities in effect at June 30, 2023.
+Added: The Company was in compliance with all covenants under the 2022 Senior Credit Facilities in effect at September 30, 2023.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
The 2022 Senior Credit Facilities includes provisions permitting the Company from time to time to, subject to certain terms and conditions, increase the aggregate amount of commitments under the 2022 Revolving Credit Facility and/or establish one or more additional term loans under the 2022 Term Loan Facility, in each case, with additional commitments from existing lenders or new commitments from financial institutions acceptable to the Administrative Agent in its reasonable discretion;
provided, that, (a) the aggregate principal amount of any increases in the 2022 Revolving Credit Facility, and (b) the aggregate principal amount of all additional term loans under the 2022 Term Loan Facility established after the closing date will not exceed $ 30.0 million.
−Removed: Financing costs and commitment fees related to the 2022 Senior Credit Facilities are capitalized and amortized over the term of the loans using the effective interest method.
+Added: Financing costs related to the 2022 Senior Credit Facilities are capitalized and amortized over the term of the loans using the effective interest method.
The recorded balances associated with the 2022 Senior Credit Facilities are as follows:
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Outstanding balance $ 8,938 $ —
5 unchanged sentences
The financing obligations are payable in monthly installments through 2026 and include interest at rates ranging from 0 % to 7.99 %.
−Removed: As of June 30, 2023, $ 3 million of the outstanding medical equipment financing obligations is presented on the condensed consolidated balance sheets as short term debt and $ 0.1 million is presented as long term debt, based on the scheduled repayment dates.
+Added: As of September 30, 2023, $ 1.6 million of the outstanding medical equipment financing obligations is presented on the condensed consolidated balance sheets as short term debt and $ 0.1 million is presented as long term debt, based on the scheduled repayment dates.
Fair Value Measurement
11 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Assets Measured at Fair Value on a Recurring Basis
1 unchanged sentence
There were no transfers between fair value measurement levels during any presented period.
−Removed: The following tables summarize the Company's assets measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022:
−Removed: At June 30, 2023
+Added: The following tables summarize the Company's assets measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:
+Added: At September 30, 2023
(In thousands) Level 1 Level 2 Level 3 Total
12 unchanged sentences
The fair value is classified within Level 3 in the fair value hierarchy as the Company evaluates adjustments using a combination of observable and unobservable inputs, such as operating results of the counterparty as well observable prices in transactions of debt and equity instruments of the issuing counterparty when available.
−Removed: As of June 30, 2023, the analysis resulted in no adjustments to the carrying value impacting unrealized gains or losses.
+Added: As of September 30, 2023, the analysis resulted in no adjustments to the carrying value impacting unrealized gains or losses.
All changes to measured fair value during the period were the result of accrued interest.
13 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Shareholders' Equity
3 unchanged sentences
The Company has only one class of stock outstanding, common shares.
−Removed: The authorized stock consists of an unlimited number of common shares with no stated par value, of which 38,400,422 and 38,049,739 shares were issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.
−Removed: For the six months ended June 30, 2023, the Company acquired and cancelled 66,734 common shares at a cost of $ 0.5 million to satisfy employee income tax withholding associated with RSUs vesting.
+Added: The authorized stock consists of an unlimited number of common shares with no stated par value, of which 38,489,001 and 38,049,739 shares were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.
+Added: For the nine months ended September 30, 2023, the Company acquired and cancelled 75,235 common shares at a cost of $ 0.6 million to satisfy employee income tax withholding associated with RSUs vesting.
The Company’s retained earnings were reduced by the amount paid for the shares repurchased and cancelled.
4 unchanged sentences
The maximum amount of the foregoing common shares that may be awarded under the Omnibus Plan as “incentive stock options” is 2,600,000 common shares.
−Removed: As of June 30, 2023, the Company had outstanding options of 4,244,000 and RSUs of 1,123,000 associated with common shares under the Omnibus Plan.
−Removed: The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 (in thousands):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: As of September 30, 2023, the Company had outstanding options of 4,236,000 and RSUs of 1,230,000 associated with common shares under the Omnibus Plan.
+Added: The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 (in thousands):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
2 unchanged sentences
Total $ 1,453 $ 1,309 $ 4,315 $ 3,885
−Removed: At June 30, 2023, there was approximately $ 889,000 of total unrecognized pre-tax stock option expense under the Company's equity compensation plans, which is expected to be recognized over a weighted-average period of 1.32 years.
−Removed: As of June 30, 2023, there was approximately $ 4,780,000 of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.26 years.
+Added: At September 30, 2023, there was approximately $ 597,000 of total unrecognized pre-tax stock option expense under the Company's equity compensation plans, which is expected to be recognized over a weighted-average period of 1.15 years.
+Added: As of September 30, 2023, there was approximately $ 5,200,000 of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.10 years.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
−Removed: The following table summarizes stock option activity for the six months ended June 30, 2023:
+Added: September 30, 2023 and 2022
+Added: The following table summarizes stock option activity for the nine months ended September 30, 2023:
Number of options
4 unchanged sentences
Expired / Forfeited ( 32 ) 6.51
−Removed: Balance June 30, 2023 4,244 $ 5.24 6.4 years $ 19,290
+Added: Balance September 30, 2023 4,236 $ 5.24 6.1 years $ 7,975
(1) For presentation purposes, stock options issued with a Canadian dollar exercise price have been translated to U.S.
1 unchanged sentence
(2) The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing share price of the Company's common stock on the last trading day of the period ($ 6.73 ).
−Removed: The aggregate intrinsic value of options outstanding was $ 19,290,197 and options exercisable were $ 16,579,787 at June 30, 2023.
−Removed: For the six months ended June 30, 2023, 228,000 common shares were issued pursuant to the exercise of stock options.
−Removed: At June 30, 2023, the Company had 3,415,000 exercisable stock options outstanding with a weighted average exercise price of $ 4.93 and a weighted average remaining contractual life of 6.0 years.
+Added: The aggregate intrinsic value of options outstanding was $ 7,974,846 and options exercisable were $ 7,247,301 at September 30, 2023.
+Added: For the nine months ended September 30, 2023, 229,000 common shares were issued pursuant to the exercise of stock options.
+Added: At September 30, 2023, the Company had 3,451,000 exercisable stock options outstanding with a weighted average exercise price of $ 4.97 and a weighted average remaining contractual life of 5.7 years.
At December 31, 2022, the Company had 2,841,000 exercisable stock options outstanding with a weighted average exercise price of $ 4.53 and a weighted average remaining contractual life of 6.1 years.
5 unchanged sentences
Expected volatility is based on implied volatilities from traded options on the Company's common shares and historical volatility of the Company's common shares over the expected life of the option.
−Removed: There were no issuances of options during the six months ended June 30, 2023.
+Added: There were no issuances of options during the nine months ended September 30, 2023.
Restricted stock units
3 unchanged sentences
The Company accounts for forfeitures on RSUs under ASU 2016-09 and recognizes forfeitures in the period in which they occur.
−Removed: The following table summarizes RSU activity for the six months ended June 30, 2023:
+Added: The following table summarizes RSU activity for the nine months ended September 30, 2023:
Number of RSUs (000's) Weighted average grant price Weighted average remaining contractual life Aggregate intrinsic value (1)
3 unchanged sentences
Expired / Forfeited ( 29 ) 6.92
−Removed: Balance June 30, 2023 1,123 $ 7.02 1.26 years $ 10,986
+Added: Balance September 30, 2023 1,230 $ 7.23 1.10 years $ 8,274
(1) The aggregate intrinsic value of time-based RSUs outstanding was based on the Company's closing stock price on the last trading day of the period ($ 6.73 ).
−Removed: During the six months ended June 30, 2023, the Company issued 702,206 RSUs with a vesting term of three years and a fair value of $ 5.6 million.
−Removed: During the three months ended June 30, 2023, the Company issued no RSUs.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
+Added: During the three months ended September 30, 2023, the Company issued 213,369 RSUs with a vesting term of one year and a fair value of $ 1.7 million.
+Added: During the nine months ended September 30, 2023, the Company issued 916,000 RSUs with a vesting term of one or three years and a fair value of $ 7.3 million.
Phantom share units
3 unchanged sentences
The cash-settled phantom share units are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with accrued liability and related expense being recognized over the requisite service period.
−Removed: The following table summarizes phantom share unit activity for the six months ended June 30, 2023:
+Added: The following table summarizes phantom share unit activity for the nine months ended September 30, 2023:
Number of phantom share units (000's) Value of share equivalents (1)
3 unchanged sentences
Expired / Forfeited ( 26 ) ( 175 )
−Removed: Balance June 30, 2023 430 $ 4,200
+Added: Balance September 30, 2023 423 $ 2,847
(1) The value of outstanding share equivalents at the beginning of the period is based on the market price of the Company’s stock at that time, the value of issued share equivalents is based on the market price of the Company’s stock at issuance, the value of vested share equivalents is based on the cash paid at the time of vesting, and the values of expired/forfeited share equivalents and outstanding share equivalents at the end of the period are based on the market price of the Company's stock at the end of the period.
−Removed: The market price of the Company's stock was $ 9.78 on June 30, 2023.
+Added: The market price of the Company's stock was $ 6.73 on September 30, 2023.
The change in fair value of the phantom share units has been charged to the Condensed Consolidated Statements of Income and Comprehensive Income and recorded as a liability included in accrued liabilities and long-term accrued liabilities.
−Removed: The total liability associated with phantom share units at June 30, 2023 is $ 2,120,000 , with $ 1,483,000 of this amount included in current accrued liabilities and the remaining portion of $ 637,000 included in long-term accrued liabilities.
+Added: The total liability associated with phantom share units at September 30, 2023 is $ 1,739,000 , with $ 1,196,000 of this amount included in current accrued liabilities and the remaining portion of $ 543,000 included in long-term accrued liabilities.
The impact associated with the fair value re-measurement of phantom share units is recorded in selling, general and administrative expenses within the unaudited Condensed Consolidated Statements of Income and Comprehensive Income.
−Removed: The following table summarizes expense (benefit) associated with the phantom share units for the three and six months ended June 30, 2023 and 2022 (in thousands):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The following table summarizes expense (benefit) associated with the phantom share units for the three and nine months ended September 30, 2023 and 2022 (in thousands):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Selling, general, and administrative $ ( 333 ) $ 473 $ 1,504 $ 1,422
−Removed: The Company paid cash settlements of $ 2,309,000 and $ 1,389,000 during the six months ended June 30, 2023 and 2022, respectively, pertaining to vestings of cash-settled phantom share units.
+Added: The Company paid cash settlements of $ 2,358,000 and $ 1,383,000 during the nine months ended September 30, 2023 and 2022, respectively, pertaining to vestings of cash-settled phantom share units.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Commitments and Contingencies
13 unchanged sentences
The Company filed its Answer to the Reconventional Demand on February 12, 2021 and the parties completed discovery on July 17, 2023.
−Removed: The Company filed a Motion for Summary Judgment on June 9, 2023.
−Removed: The Court has set an August 28, 2023 hearing on that motion and has set a date for a non-jury trial on October 30, 2023.
+Added: The State Court issued an order on September 5, 2023 granting the Company Partial Summary Judgment finding that Vyaire breached the contract.
+Added: The remaining issue of the damages suffered by the Company as a result of the breach will be determined at a non-jury trial pending Vyaire’s interlocutory appeal of the State Court’s partial summary judgment ruling.
The Company continues to believe that it has valid legal and equitable grounds to recover its outstanding prepayment as a result of Vyaire’s failure to deliver the vast majority of the respiratory equipment referenced in the Purchase Order.
1 unchanged sentence
Although a loss may be reasonably possible, the Company does not have sufficient information to determine the amount or range of reasonably possible loss with respect to the Reconventional Demand given that the dispute is in the early stages of the legal process.
−Removed: As of June 30, 2023, outstanding funds in the amount of $ 0.9 million related to undelivered respiratory equipment are included within other long-term assets.
+Added: As of September 30, 2023, outstanding funds in the amount of $ 0.9 million related to undelivered respiratory equipment are included within other long-term assets.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
Governmental and Regulatory Matters
12 unchanged sentences
In December 2022, an Administrative Law Judge overturned all of the remaining appealed claims and instructed the MACs to refund all funds previously remitted by the Company.
−Removed: Accordingly, the funds remitted to the MACs are recorded in Prepaid expenses and other assets at December 31, 2022 and were received during the six months ended June 30, 2023.
−Removed: For the six months ended June 30, 2023, the Company recorded income tax expense of $ 1.2 million, which includes a discrete tax benefit of $ 0.1 million associated with stock-based compensation arrangements.
−Removed: Excluding the impact of the discrete taxes, the effective rate for the six months ended June 30, 2023 is 28.6 %.
+Added: Accordingly, the funds remitted to the MACs are recorded in Prepaid expenses and other assets at December 31, 2022 and were received during the nine months ended September 30, 2023.
+Added: For the nine months ended September 30, 2023, the Company recorded income tax expense of $ 2.5 million, which includes a discrete tax benefit of $ 0.3 million associated with stock-based compensation arrangements.
+Added: Excluding the impact of the discrete taxes, the effective rate for the nine months ended September 30, 2023 is 29.4 %.
The effective rate differs from the amount computed by applying the statutory federal and state income tax rates to ordinary income before the provision for income taxes due to permanent non-deductible differences.
The Company's effective tax rate is based on forecasted annual results which may fluctuate significantly through the rest of the year.
−Removed: At June 30, 2023 and 2022, the Company had no amounts recorded for uncertain tax positions and does not expect any material changes in uncertain tax benefits during the next 12 months.
+Added: At September 30, 2023 and 2022, the Company had no amounts recorded for uncertain tax positions and does not expect any material changes in uncertain tax benefits during the next 12 months.
The Company recognizes interest and penalties related to income tax matters in income tax expense.
11 unchanged sentences
Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
The following reflects the earnings and share data used in the basic and diluted earnings per share computations:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
13 unchanged sentences
(Tabular amounts expressed in thousands of US Dollars, except per share amounts)
−Removed: June 30, 2023 and 2022
+Added: September 30, 2023 and 2022
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.