10 unchanged sentences
We have audited the accompanying consolidated balance sheets of Viemed Healthcare, Inc.
−Removed: (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with U.S.
+Added: (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with U.S.
generally accepted accounting principles.
25 unchanged sentences
Cash and cash equivalents 2 $ 12,839 $ 16,914
−Removed: Accounts receivable, net of allowance for doubtful accounts of $ 8,483 and $ 7,031 at December 31, 2022 and December 31, 2021, respectively
+Added: Accounts receivable, net
2 18,451 15,379
−Removed: Inventory, net of inventory reserve of $ — and $ 1,418 at December 31, 2022 and December 31, 2021, respectively
2 4,628 3,574
4 unchanged sentences
Property and equipment, net 4 73,579 67,743
+Added: Finance lease right-of-use assets
+Added: Operating lease right-of-use assets
Equity investments 2 1,680 2,155
1 unchanged sentence
Deferred tax asset 10 4,558 3,119
+Added: Identifiable intangibles, net
Other long-term assets 9 887 1,590
4 unchanged sentences
Deferred revenue 6,207 4,624
+Added: Income taxes payable
Accrued liabilities 5
−Removed: Current portion of lease liabilities 5 495 464
−Removed: Current portion of long-term debt 5 — 1,480
+Added: 17,578 11,092
+Added: Finance lease liabilities, current portion
+Added: Operating lease liabilities, current portion
Total current liabilities $ 32,124 $ 18,861
1 unchanged sentence
Accrued liabilities 8
−Removed: Long-term lease liabilities 5 199 268
+Added: Finance lease liabilities, less current portion
+Added: Operating lease liabilities, less current portion
Long-term debt 6
8 unchanged sentences
Additional paid-in capital 15,698 12,125
−Removed: Accumulated other comprehensive loss — ( 278 )
Retained earnings 79,495 69,846
15 unchanged sentences
Stock-based compensation 8 5,849 5,202
−Removed: Depreciation 1,012 851
+Added: Depreciation and amortization
Loss on disposal of property and equipment 645 346
−Removed: Other expense (income) 9 ( 989 ) ( 1,622 )
+Added: Other income, net
+Added: ( 98 ) ( 989 )
Income from operations $ 14,330 $ 8,252
1 unchanged sentence
Income from equity method investments 485 935
−Removed: Interest expense, net of interest income 5 ( 197 ) ( 318 )
+Added: Interest expense, net
+Added: 6 ( 424 ) ( 197 )
Net income before taxes 14,391 8,990
24 unchanged sentences
Shares redeemed to pay income tax
+Added: ( 27,712 ) — — — ( 143 ) ( 143 )
+Added: Shares repurchased under the share repurchase program
+Added: ( 1,794,163 ) — — — ( 9,568 ) ( 9,568 )
Change in accumulated other comprehensive loss, net of tax — — — 278 — 278
6 unchanged sentences
Shares redeemed to pay income tax ( 75,235 ) — — — ( 594 ) ( 594 )
−Removed: Shares repurchased under the share repurchase program ( 1,794,163 ) ( 9,568 ) ( 9,568 )
−Removed: Change in accumulated other comprehensive loss, net of tax — — — 278 — 278
Net income — — — — 10,243 10,243
9 unchanged sentences
Adjustments for:
−Removed: Depreciation 15,630 11,312
−Removed: Provision for uncollectible accounts 2 10,011 6,895
+Added: Depreciation and amortization
+Added: 21,862 15,630
Change in inventory reserve — ( 1,418 )
−Removed: Share-based compensation expense 7 5,202 5,150
+Added: Stock-based compensation expense
+Added: 8 5,849 5,202
Distributions of earnings received from equity method investments 980 1,079
Income from equity method investments ( 485 ) ( 935 )
+Added: Income from debt investment
Loss on disposal of property and equipment 645 346
−Removed: Deferred income tax expense 1,746 3,884
−Removed: Net change in working capital
−Removed: Increase in accounts receivable ( 12,567 ) ( 7,345 )
−Removed: Decrease (increase) in inventory 301 ( 212 )
−Removed: Increase in prepaid expenses and other assets ( 2,838 ) ( 226 )
−Removed: (Decrease) increase in trade payables ( 318 ) 133
−Removed: Increase in deferred revenue 871 344
−Removed: Increase (decrease) in accrued liabilities 2,549 ( 4,022 )
−Removed: Change in income tax payable/receivable 1,867 ( 2,233 )
+Added: Deferred income tax (benefit) expense
+Added: ( 1,439 ) 1,746
+Added: Changes in working capital, net of effects from acquisitions:
+Added: Accounts receivable, net
+Added: ( 1,058 ) ( 2,556 )
+Added: Prepaid expenses and other assets
+Added: 2,176 ( 2,838 )
+Added: Trade payables
+Added: ( 859 ) ( 318 )
+Added: Deferred revenue
+Added: Accrued liabilities
+Added: Income tax payable/receivable
Net cash provided by operating activities $ 45,212 $ 27,748
2 unchanged sentences
Investment in equity investments 2 ( 20 ) ( 141 )
+Added: Cash paid for acquisition of HMP, net of cash acquired
+Added: 3 ( 28,588 ) —
Investment in debt security 2 — ( 2,000 )
3 unchanged sentences
Proceeds from exercise of options 8 1,303 283
−Removed: Principal payments on notes payable 5 ( 4,475 ) ( 152 )
−Removed: Principal payments on term note 5 ( 1,321 ) ( 1,683 )
+Added: Proceeds from term notes
+Added: Principal payments on term notes
+Added: 6 ( 3,721 ) ( 5,796 )
+Added: Proceeds from revolving credit facilities
+Added: Payments on revolving credit facilities
Shares redeemed to pay income tax 8 ( 594 ) ( 143 )
1 unchanged sentence
Repayments of lease liabilities ( 157 ) ( 42 )
−Removed: Net cash used in financing activities $ ( 15,266 ) $ ( 5,321 )
+Added: Net cash provided by (used in) financing activities
+Added: $ 2,826 $ ( 15,266 )
Net decrease in cash and cash equivalents ( 4,075 ) ( 11,494 )
3 unchanged sentences
Cash paid during the period for interest $ 851 $ 231
−Removed: Cash (received) paid during the period for income taxes, net of refunds $ ( 846 ) $ 1,768
+Added: Cash paid (received) during the period for income taxes, net of refunds
+Added: $ 3,566 $ ( 846 )
Supplemental disclosures of non-cash transactions
−Removed: Net non-cash changes to finance leases $ — $ 48
+Added: Non-cash change in debt from the reclassification of debt issuance costs
+Added: 6 $ ( 594 ) $ —
Net non-cash changes to operating lease
+Added: $ ( 41 ) $ 530
See accompanying notes to the consolidated financial statements
8 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 all 50 states of the United States.
+Added: The Company 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.
1 unchanged sentence
Kaliste Saloom Road, Lafayette, Louisiana 70508.
−Removed: Based on the annual assessment performed on June 30, 2022, the Company met the re-entry thresholds to qualify as a "smaller reporting company" under Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and, as such, has elected to comply with certain reduced U.S.
−Removed: public company reporting requirements.
−Removed: The Company is an "emerging growth company," as defined in the JOBS Act, and as such, has elected to comply with certain reduced U.S.
+Added: As of June 30, 2023, the Company determined that it no longer qualifies as a “smaller reporting company,” but the Company is not required to comply with the larger company disclosure obligations (subject to certain exemptions and relief from various reporting requirements that are applicable to emerging growth companies) until our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.
+Added: As a result, this Annual Report on Form 10-K is only required to comply with the smaller company disclosure obligations.
+Added: The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"), and, as such, has elected to comply with certain reduced U.S.
public company reporting requirements.
−Removed: The Company’s common shares are traded in the U.S.
−Removed: on the Nasdaq Capital Market under the symbol "VMD" and in Canada on the Toronto Stock Exchange under the symbol "VMD.TO".
+Added: The Company’s common shares are traded on the Nasdaq Capital Market under the symbol "VMD".
Summary of Significant Accounting Policies
5 unchanged sentences
All values are in U.S.
−Removed: dollars ($ or "USD") unless specifically indicated otherwise.
+Added: dollars ($ or "USD").
Basis of Consolidation
2 unchanged sentences
Use of Estimates
−Removed: The preparation of consolidated financial statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
+Added: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable.
−Removed: Areas requiring the use of management estimates relate to revenue recognition, accounts receivable and the related allowance for doubtful accounts, income tax provisions, and fair value of financial instruments.
+Added: Significant areas requiring the use of management estimates relate to revenue recognition, accounts receivable, business combinations, income tax provisions, and fair value of financial instruments.
Actual results could differ from these estimates.
16 unchanged sentences
Total cash and cash equivalents $ 12,839 $ 16,914
−Removed: Accounts Receivable and Allowance for Doubtful Accounts
−Removed: Accounts receivable are regularly reviewed for collectability and an allowance is recorded to cover the estimated bad debts and billing modifications.
−Removed: The accounts receivable are presented on the Consolidated Balance Sheets net of the allowance for doubtful accounts.
−Removed: It is possible that the estimates of the allowance for doubtful accounts could change, which could have a material impact on our operations and cash flows.
−Removed: The Company writes off receivables when the likelihood for collection is remote, and when the Company believes collection efforts have been fully exhausted and it does not intend to devote additional resources in attempting to collect.
−Removed: The write-offs are charged against the allowance for doubtful accounts.
−Removed: For the year ended December 31, 2022, 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.
−Removed: 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.
−Removed: The estimates and charge-offs for the allowance for doubtful accounts for each reporting period were as follows:
−Removed: December 31, 2022 December 31, 2021
−Removed: Balance, beginning of year $ 7,031 $ 9,013
−Removed: Provision for uncollectible accounts 10,011 6,895
−Removed: Amounts written off ( 8,559 ) ( 8,877 )
−Removed: Balance, end of period $ 8,483 $ 7,031
−Removed: Included in accounts receivable at December 31, 2022 are amounts due from Medicare and Medicaid representing 38 % and 10 %, respectively, and 48 % combined, of total outstanding receivables.
+Added: Accounts Receivable
+Added: Accounts receivable and net revenues are based on contractually agreed-upon rates for services provided, reduced by estimated adjustments, including variable consideration for implicit price concessions for sales revenue.
+Added: Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available.
+Added: The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded.
+Added: The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances.
+Added: These estimates are determined utilizing historical realization data under a portfolio approach which is then assessed by management to evaluate whether adjustments should be made based on accounts receivable aging trends, other operating trends, and relevant business conditions such as governmental and managed care payor claims processing procedures.
+Added: The Company records a reserve for estimated probable losses as part of net rental revenue adjustments in order to report rental revenue at an expected collectable amount based on the total portfolio of operating lease receivables for which collectability has been deemed probable.
+Added: The accounts receivable are presented on the Consolidated Balance Sheets net of the adjustments.
+Added: Receivables are considered past due when not collected by established due dates.
+Added: Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible.
+Added: Revisions in reserve estimates are recorded as an adjustment to net revenue in the period of revision.
+Added: The estimates of the allowance for uncollectible accounts was $ 11.1 million and $ 8.5 million as of December 31, 2023 and 2022, respectively.
+Added: Included in accounts receivable at December 31, 2023 are amounts due from Medicare and Medicaid representing 28 % and 4 % , respectively, and 32 % 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 years ended December 31, 2022 and 2021 were as follows:
−Removed: Year Ended December 31,
−Removed: Medicare revenues 47 % 55 %
−Removed: Medicaid revenues 9 % 9 %
−Removed: Total Medicare and Medicaid revenues 56 % 64 %
Inventory represents non-serialized supplies that consist of equipment parts, consumables, and associated product supplies and is expensed at the time of sale or use.
1 unchanged sentence
Obsolete and unserviceable inventories are valued at estimated net realizable value.
−Removed: Inventory is presented net of a reserve balance of nil and $ 1,418,000 at December 31, 2022 and 2021, respectively, that relates to COVID-19 response supplies.
−Removed: During the year ended
−Removed: VIEMED HEALTHCARE, INC.
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: December 31, 2022 and 2021
−Removed: December 31, 2022, these supplies were determined to be unavailable for sale due to expiration.
−Removed: Accordingly, the previously established inventory reserves were eliminated upon disposal.
Property and Equipment
3 unchanged sentences
Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets.
+Added: Property and equipment are depreciated on a straight-line basis over their estimated useful lives.
+Added: VIEMED HEALTHCARE, INC.
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: December 31, 2023 and 2022
The estimated useful lives of the property and equipment are as follows:
9 unchanged sentences
Property and equipment with definite useful lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
−Removed: Prepaid Expenses and Other Assets
−Removed: Prepaid expenses and other current assets includes amounts due from Medicare Administrative Contractors ("MACs") as a result of successful appeals and prepaid expenses such as insurance and rent.
Equity Investments
7 unchanged sentences
Investments accounted for under the equity method are investments in unconsolidated entities over whose operating and financial policies the Company has the ability to exercise significant influence but not control.
−Removed: Equity method investments are initially measured at cost in the Consolidated Balance Sheets with a n y subsequent adjustments made to the carrying amount of the investment for the Company’s proportionate share of income or loss.
−Removed: The Company has recognized its share of income or loss on the gain (loss) from equity method investments within non-operating expenses in the Consolidated Statements of Income.
+Added: Equity method investments are initially measured at cost in the Consolidated Balance Sheets with any subsequent adjustments made to the carrying amount of the investment for the Company’s proportionate share of income or loss.
+Added: Distributions received from the investee reduce the Company’s carrying value of the investment.
+Added: The Company has recognized its share of income or loss on the gain (loss) from equity method investments within non-operating expenses in the Consolidated Statements of Income and Comprehensive Income.
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.
3 unchanged sentences
For these investments, the Company has elected the measurement alternative which measures the investment at cost, less any impairment.
−Removed: 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
−Removed: VIEMED HEALTHCARE, INC.
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: December 31, 2022 and 2021
−Removed: investment at fair value in accordance with ASC 820 as of the date that the observable transaction occurred.
+Added: 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.
The Company was not aware of any impairment or observable price change adjustments that needed to be made as of December 31, 2023 on its investments in equity securities without a readily determinable fair value.
5 unchanged sentences
Changes in unrealized gains and losses are included in accumulated other comprehensive income, net of tax effect, until realized.
+Added: VIEMED HEALTHCARE, INC.
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: December 31, 2023 and 2022
+Added: Intangible Assets
+Added: Intangible assets include trade names and other identifiable intangible assets which are amortized on a straight-line basis over a period of their expected useful lives, generally five years .
+Added: During the year ended December 31, 2023, the Company recorded $ 0.5 million in trade names and $ 0.1 million of other intangibles related to the acquisition of HMP (as defined below).
+Added: Amortization expense related to identifiable intangible assets, which is included in depreciation and amortization in the accompanying Consolidated Statements of Income and Comprehensive Income , was $ 75,000 for the year ended December 31, 2023.
+Added: The weighted average remaining useful life of intangible assets was 4.4 years as of December 31, 2023.
Comprehensive Income
2 unchanged sentences
Accumulated other comprehensive loss is presented on the accompanying Consolidated Balance Sheets as a component of shareholders' equity.
−Removed: As a result of the “backward tracing” prohibition in ASC 740, certain previously measured unrealized gains or losses have resulted in the existence of "dangling" amounts within other comprehensive income.
−Removed: The Company has elected the individual security approach to the release of these effects.
−Removed: Under the individual security approach, dangling amounts are tracked on a security-by-security basis and cleared out of the other comprehensive income balance upon sale of each individual security.
−Removed: During the year ended December 31, 2022, the underlying securities associated with a dangling balance were settled and the associated balances were recognized as a current tax expense.
Revenue Recognition
−Removed: Revenue from a customer consists of sales and rentals of home medical equipment and medical services.
−Removed: Patient revenues are billed to and collections received from Medicare, Medicaid, third-party insurers, co-insurance and patient-pay.
−Removed: Patient revenue is recognized net of contractual adjustments and bad debt based on contractual arrangements with third-party payors, an evaluation of expected collections resulting from the analysis of current and past due accounts, past collection experience in relation to amounts billed and other relevant information.
−Removed: Contractual adjustments result from the differences between the rates charged for services and reimbursement rates paid by government-sponsored healthcare programs and insurance companies for such services.
−Removed: The Company's contracts with customers often include multiple products and services, and the Company evaluates these arrangements to determine the unit of accounting for revenue recognition purposes based on whether the product or service is distinct from other products or services in the arrangement and should be accounted for as a separate performance obligation.
−Removed: A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the Company's ability to transfer the goods or services is separately identifiable from other promises in the contractual arrangement with the customer (e.g.
−Removed: Revenue is then allocated to each separately identifiable good or service based on the standalone price of the items underlying the performance obligations.
−Removed: Most of the Company’s products fall in the Medicare FFS program which is a payment model where services are unbundled and paid for separately.
−Removed: These services are paid based on a Medicare determined price that is publicly available on the website for CMS.
−Removed: For commercial payors, DME companies must negotiate in-network pricing separately, though in general, the Company’s payors tend to benchmark their contract rates and coverage policies closely to those of Medicare.
−Removed: The Company considers performance obligations for sales and rentals to be met when the customer receives the equipment, and revenue for rentals is recognized over time, over the respective rental period.
−Removed: For revenue associated with HME rentals, the Company recognizes revenue in accordance with FASB ASC 842, “Leases,” (Topic 842).
−Removed: For any HME sales and services, the Company recognizes revenue under FASB ASU 2014-09, “Revenue from Contracts with Customers,” (Topic 606) and related amendments.
−Removed: The Company recognizes equipment rental revenue over the non-cancelable lease term, which varies based on the type of equipment rental, less estimated adjustments, in accordance with Topic 842.
−Removed: The Company has separate contracts with each patient that are not subject to a master lease agreement with any third-party payor.
−Removed: The Company would first consider the lease classification issue (sales-type lease or operating lease) and then appropriately recognize or defer rental revenue over the lease term .
+Added: Revenues are principally derived from the rental and sale of HME products and services to patients.
+Added: Rental revenues
+Added: Revenue generated from equipment that is rented to patients is recognized over the non-cancellable rental period (typically one month) and commences on delivery of the equipment to the patients.
+Added: The lease agreements are evaluated at lease commencement and the start of each monthly renewal period to determine if it is reasonably certain that the monthly renewal or purchase options would be exercised.
+Added: The exercise of monthly renewal or purchase options by a patient has historically not been reasonably certain to occur at lease commencement or subsequent monthly renewal.
+Added: Revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and patients.
+Added: Rental revenue, less estimated adjustments, is recognized as earned on a straight-line basis over the non-cancellable lease term.
+Added: Rental of patient equipment is billed on a monthly basis beginning on the date the equipment is delivered.
+Added: Since deliveries can occur on any day during a month, the amount of billings that apply to the next month are deferred.
+Added: The Company's lease agreements generally contain lease components and non-lease components which primarily relate to supplies.
+Added: The Company has made the accounting policy election to account for a lease component of an agreement and its associated non-lease components as a single lease component based on the Company's assessment of classification of the lease based on the consideration in the contract for the combined component.
+Added: Sales and Services revenues
+Added: Revenue related to sales of equipment and supplies is recognized on the date of delivery as this is when control of the promised goods is transferred to patients and is presented net of applicable sales taxes.
+Added: Revenues are recorded only to the extent it is probable that a significant reversal will not occur in the future as amounts may include implicit price concessions under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and patients.
+Added: The sales transaction price is determined based on contractually agreed-upon rates, adjusted for estimates of variable consideration.
+Added: The expected value method is used in determining the variable consideration as part of determining the sales transaction price using historical reimbursement experience, historical sales returns, and other operating trends.
+Added: Payment terms and conditions vary by contract.
+Added: The timing of revenue recognition, billing, and cash collection generally results in billed and unbilled accounts receivable.
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.
−Removed: In arrangements in which the Company manages customers'
+Added: In arrangements in which the Company manages customers' supplemental workforce needs utilizing its own network of healthcare professionals, the Company is determined to be a principal and includes the contractual gross billings in revenues with a corresponding increase to cost of revenues for worksite employee payroll costs associated with these services.
+Added: Alternatively, when the Company acts as agent in the performance of workforce management, revenue is recorded based on contractually agreed upon fees or commissions with no associated cost of revenues.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
December 31, 2023 and 2022
−Removed: supplemental workforce needs utilizing its own network of healthcare professionals, the Company is determined to be a principal and includes the contractual gross billings in revenues with a corresponding increase to cost of revenues for worksite employee payroll costs associated with these services.
−Removed: Alternatively, when the Company acts as agent in the performance of workforce management, revenue is recorded based on contractually agreed upon fees or commissions with no associated cost of revenues.
The revenues from each major source are summarized in the following table:
Year Ended December 31,
−Removed: Revenue from rentals under Topic 842
+Added: Revenue from rentals
Ventilator rentals, non-invasive and invasive $ 108,258 $ 92,710
Other durable medical equipment rentals 38,315 21,446
−Removed: Revenue from sales and services under Topic 606
+Added: Revenue from sales and services
Equipment and supply sales
+Added: 25,770 13,927
COVID-19 response sales and services
1 unchanged sentence
Total revenues $ 183,008 $ 138,832
−Removed: Revenue Accounting under Topic 842
−Removed: The Company leases HME such as non-invasive and invasive ventilators, PAP machines, percussion vests, oxygen concentrator units and other small respiratory equipment to customers for a fixed monthly amount on a month-to-month basis.
−Removed: The customer generally has the right to cancel the lease at any time during the rental period.
−Removed: The Company considers these rentals to be operating leases.
−Removed: Under FASB Accounting Standards Codification Topic 842, the Company recognizes rental revenue on operating leases on a straight-line basis over the contractual lease term which varies based on the type of equipment rental.
−Removed: The lease term begins on the date equipment is delivered to patients, and revenues are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including Medicare, private commercial payors, and Medicaid.
−Removed: Certain customer co-payments are included in revenue when considered probable of payment, which is generally when paid.
−Removed: Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values.
−Removed: Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available.
−Removed: Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded.
−Removed: Such adjustments are typically identified and recorded at the point of cash application or claim denial.
−Removed: Revenue Accounting under Topic 606
−Removed: The Company sells HME, replacement parts and supplies to customers and recognizes revenue based on contractual payment rates as determined by the payors at the point in time where control of the good or service is transferred through delivery to the customer.
−Removed: The customer and, if applicable, the payors are generally charged at the time that the product is sold.
−Removed: For sales of equipment previously placed in service, proceeds associated with these sales are recorded to gain (loss) on disposal of property and equipment.
−Removed: The Company also provides sleep study services to customers and recognizes revenue when the sleep study results are complete, satisfying the performance obligation.
−Removed: In response to the COVID-19 pandemic, the Company began offering contact tracing services, which revenues are recognized in the period in which the service has been provided.
−Removed: The transaction price on equipment sales, sleep studies, and contact tracing is the amount that the Company expects to receive in exchange for the goods and services provided.
−Removed: Due to the nature of the HME business, gross charges are retail charges and generally do not reflect what the Company is ultimately paid.
−Removed: As such, the transaction price is constrained for the difference between the gross charge and what is estimated to be collected from payors and from patients.
−Removed: The transaction price therefore is predominantly based on contractual payment rates as determined by the payors.
−Removed: The payment terms and conditions of customer contracts vary by customer type and the products and services offered.
−Removed: For staffing services, performance obligations in the staffing agreements are satisfied over time when the customer simultaneously receives and consumes the benefits provided.
−Removed: Accordingly, revenues from staffing services are recognized on an hourly basis as services are rendered by the job site employee in both principal and agent arrangements.
−Removed: VIEMED HEALTHCARE, INC.
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: December 31, 2022 and 2021
−Removed: The Company determines its estimates of contractual allowances and discounts based upon contractual agreements, its policies and historical experience.
−Removed: While the rates are fixed for the product or service with the customer and the payors, such amounts typically include co-payments, co-insurance and deductibles, which vary in amounts, and are due from the patient.
−Removed: The Company includes in the transaction price only the amount that the Company expects to be entitled, which is substantially all of the payor billings at contractual rates.
−Removed: The transaction price is initially constrained by the amount of customer co-payments, which are included in the transaction price when considered probable of payment and included in revenue if the product or service has already been provided to the customer.
−Removed: Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values.
−Removed: Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available.
−Removed: Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded.
−Removed: Such adjustments are typically identified and recorded at the point of cash application or claim denial.
−Removed: Returns and refunds are not accepted on equipment sales, sleep study services, staffing services, or contact tracing services.
−Removed: The Company does not offer warranties to customers in excess of the manufacturer’s warranty.
−Removed: 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 December 31, 2022 or 2021.
+Added: Revenues from Medicare and Medicaid as percentages of the Company's traditional revenue streams, excluding COVID-19 response sales and services, for the years ended December 31, 2023 and 2022 were as follows:
+Added: Year Ended December 31,
+Added: Medicare revenues 44 % 47 %
+Added: Medicaid revenues 2 % 9 %
+Added: Total Medicare and Medicaid revenues 46 % 56 %
Stock-Based Compensation
13 unchanged sentences
If determined to be an effective cash flow hedge, the Company will record the changes in the estimated fair value of the swaps to accumulated other comprehensive income or loss on the Consolidated Balance Sheets.
−Removed: 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 Consolidated Statements of Income.
+Added: 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 Consolidated Statements of Income and Comprehensive Income.
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.
8 unchanged sentences
There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business and may remain uncertain for several years after their occurrence.
−Removed: The Company recognizes assets and liabilities for taxation when it is probable that the Company will receive refunds or pay taxes to the relevant tax authority.
−Removed: Where the final determination of tax assets and liabilities is different from the amounts that were initially recorded, such differences will impact the current and deferred income taxes provision in the period in which such determination is made.
−Removed: Changes in tax law or changes in the way tax law is interpreted may also impact the Company’s effective tax rate as well as its business and operations.
−Removed: Income tax expense consists of current and deferred tax expense.
−Removed: Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.
−Removed: Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.
+Added: The Company recognizes assets and liabilities for taxation when it is probable that the Company will receive refunds from or pay taxes to the relevant tax authority.
+Added: Where the final determination of tax assets and liabilities is different from the amounts that were initially recorded, such differences will impact the current and deferred income taxes provision in the period in which such a determination is made.
+Added: Changes in tax law or changes in the way tax law is interpreted may also impact the Company’s effective tax rate as well as the Company's business and operations.
Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to temporary differences between the financial statement carrying value of assets and liabilities and their respective income tax bases.
6 unchanged sentences
At each reporting period end, deferred tax assets are evaluated for recoverability based on whether it is more likely than not that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.
−Removed: See Note 10 for details on income taxes recognized.
−Removed: Impairment of Long-Lived Assets
+Added: Business Combinations
+Added: The Company applies the acquisition method of accounting for business acquisitions.
+Added: The results of operations of the business acquired by the Company are included as of the respective acquisition date.
+Added: The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.
+Added: To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill.
+Added: Patient relationships, medical records and patient lists are not reported as separate intangible assets due to the regulatory requirements and lack of contractual agreements but are part of goodwill.
+Added: Customer related relationships are not reported as separate intangible assets but are part of goodwill as authorizing physicians are under no obligation to refer the Company’s services to their patients, who are free to change physicians and service providers at any time.
+Added: The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date.
+Added: Acquisition related costs are recognized separately from the business combination and are expensed as incurred.
+Added: I mpairment of Goodwill and Long-Lived Assets
+Added: Goodwill resulting from business combinations is not amortized, rather, it is assessed for impairment annually and upon the occurrence of a triggering event or change in circumstances indicating a possible impairment.
+Added: Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in the Company’s stock price or market capitalization.
+Added: Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects.
+Added: The Company performs its annual impairment assessment of goodwill during the fourth quarter of each year.
+Added: The impairment assessment can be performed on either a quantitative or qualitative basis.
+Added: The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis.
+Added: If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any.
+Added: Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value and judgment about impairment triggering events.
+Added: 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.
+Added: VIEMED HEALTHCARE, INC.
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: December 31, 2023 and 2022
+Added: For the year ended December 31, 2023, the Company performed an assessment of qualitative factors and determined that no events or circumstances existed that would lead to a determination that it is more likely than not that the fair value of indefinite-lived assets were less than the carrying amount.
+Added: As such, a quantitative analysis was not required to be performed and the Company did not record any goodwill impairment charges.
The Company follows ASC Topic 360, which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the asset group’s carrying amounts may not be recoverable.
8 unchanged sentences
Recently Adopted Accounting Pronouncements
−Removed: In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740).
−Removed: ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods.
−Removed: The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods.
−Removed: The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements.
−Removed: VIEMED HEALTHCARE, INC.
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: December 31, 2022 and 2021
−Removed: On January 1, 2021, the Company adopted Accounting Standards Update (ASU) No.
−Removed: 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815.
−Removed: The adoption of this new standard did not have a material impact on our consolidated financial statements.
On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses:
−Removed: Measurement of Credit Losses on Financial Instruments, The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased.
+Added: Measurement of Credit Losses on Financial Instruments.
+Added: The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased.
Further, the FASB issued ASU 2019-04 and ASU 2019-05 to provide additional guidance on the credit losses standard.
−Removed: While the adoption of ASC 326 could result in a higher allowance for credit losses on receivables within the scope of the standard due to the prescribed measurement principles, the Company does not expect the impact of the adoption on the consolidated financials statements to be material.
−Removed: In November 2021, the FASB issued ASU No.
−Removed: 2021-10, Government Assistance (Topic 832):
−Removed: Disclosure by Business Entities about Government Assistance (ASU 2021-10), which improves the transparency of government assistance received by most business entities by requiring the disclosure of:
−Removed: (1) the types of government assistance received;
−Removed: (2) the accounting for such assistance;
−Removed: and (3) the effect of the assistance on a business entity's financial statements.
−Removed: The standard became effective for annual periods beginning after December 15, 2021 and the Company has satisfied the disclosure related requirements in the footnotes of these consolidated financial statements for the year ended December 31, 2022.
+Added: While the adoption of ASC 326 could result in a higher allowance recorded in the future for credit losses on receivables within the scope of the standard due to the prescribed measurement principles, the impact of the adoption on the Company's consolidated financials statements was not material.
+Added: In September 2022, the FASB issued ASU No.
+Added: 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50):
+Added: Disclosure of Supplier Finance Program Obligations, which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their obligations that are outstanding at the end of the reporting period.
+Added: The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.
+Added: The Company adopted this standard during the year ended December 31, 2023, which did not have a material impact on its consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements
5 unchanged sentences
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.
−Removed: In March 2020, the FASB issued ASU No.
−Removed: 2020-04, Reference Rate Reform (Topic 848), which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.
−Removed: Specifically, the guidance permits an entity, when certain criteria are met, to consider amendments to contracts made to comply with reference rate reform to meet the definition of a modification under GAAP.
−Removed: It further allows hedge accounting to be maintained and a one-time transfer or sale of qualifying held-to-maturity securities.
−Removed: The expedients and exceptions provided by the amendments are permitted to be adopted any time through December 31, 2022 and do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for certain optional expedients elected for certain hedging relationships existing as of December 31, 2022.
−Removed: During the year ended December 31, 2022, the Company terminated its 2019 Term Note (as defined below) that references LIBOR in connection with the refinancing of its credit facilities.
−Removed: Accordingly, the Company no longer expects to be impacted by the pronouncement.
−Removed: In September 2022, the FASB issued ASU No.
−Removed: 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50):
−Removed: Disclosure of Supplier Finance Program Obligations, which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their obligations that are outstanding at the end of the reporting period.
−Removed: The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.
−Removed: The Company does not expect the update to affect the recognition, measurement, or financial statement presentation of supplier finance program obligations, but is evaluating the impact of the update on related disclosures upon adoption.
+Added: In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.
+Added: 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid by jurisdiction.
+Added: The ASU is effective for public business entities' annual periods beginning after December 15, 2024, with early adoption permitted.
+Added: The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
December 31, 2023 and 2022
+Added: Business Combinations
+Added: On June 1, 2023, Viemed, Inc., a wholly-owned subsidiary of the Company, completed the acquisition of Home Medical Products, Inc.
+Added: (“HMP”), which operates in Tennessee, Alabama, and Mississippi.
+Added: The Company acquired 100 % of the equity ownership of HMP in exchange for approximately $ 29 million in cash or cash payable, subject to customary post-closing net working capital and other adjustments.
+Added: Approximately $ 16 million of the purchase consideration was funded by cash on hand, $ 8 million was funded by a borrowing on the 2022 Revolving Credit Facility, and $ 5 million was funded by a borrowing on the 2022 Term Loan Facility.
+Added: The results of HMP’s operations have been included in the consolidated financial statements since the date of acquisition.
+Added: The Company expensed $ 538,000 of acquisition and integration costs in conjunction with the acquisition for the year ended December 31, 2023.
+Added: 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 .
+Added: The following table summarizes the consideration paid and estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
+Added: Purchase Price
+Added: Identifiable Assets
+Added: Cash and cash equivalents 829
+Added: Accounts receivable 2,014
+Added: Inventory 582
+Added: Prepaid expenses and other assets 498
Property and equipment
+Added: Lease assets 743
+Added: Identifiable intangibles 641
+Added: Other long-term assets 25
+Added: TOTAL ASSETS 9,690
+Added: Identifiable Liabilities
+Added: Trade payables 1,985
+Added: Deferred revenue 732
+Added: Accrued liabilities 1,195
+Added: Current portion of lease liabilities 536
+Added: Current debt 4,558
+Added: Long-term lease liabilities 196
+Added: Long-term debt 836
+Added: TOTAL LIABILITIES 10,038
+Added: Net assets (liabilities) acquired ( 348 )
+Added: Resulting goodwill $ 29,765
+Added: VIEMED HEALTHCARE, INC.
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: December 31, 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 amounts of revenue and pre-tax income of HMP included in the Company's Consolidated Statements of Income and Comprehensive Income from the acquisition date to December 31, 2023 was $ 16.2 million and $ 1.3 million, respectively.
+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 and other assets, trade payables, and long-term lease liability accounts.
+Added: As a result of these adjustments, there was an increase in the provisional goodwill balance, which resulted in no impact on the current period's income or expenses.
+Added: Also after the Company's June 30, 2023 financial statements were issued, the Company received a final valuation report from a third-party valuation firm.
+Added: After considering the results of that valuation report, the Company has estimated that the fair value of the identified intangible assets acquired as part of the business combination to be $ 641,000 .
+Added: As a result, the fair value of the identifiable intangibles were decreased by $ 47,000 on December 31, 2023, due to this new information, with a corresponding increase to goodwill.
+Added: In addition, the change to the provisional amount resulted in a decrease in amortization expense and accumulated amortization of $ 5,500 .
+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.
+Added: Property and Equipment
The Company’s fixed assets consist of its medical equipment held for rental, furniture and equipment, real property and related improvements, and vehicles and other various small equipment.
9 unchanged sentences
Property and equipment, net of accumulated depreciation and amortization $ 73,579 $ 67,743
−Removed: Depreciation in the amount of $ 14,619,000 and $ 10,461,000 is included in cost of revenue for the years ended December 31, 2022 and 2021, respectively.
−Removed: At December 31, 2021, cost and accumulated depreciation on equipment acquired under finance lease obligations was $ 47,000 and $ 5,000 , respectively.
−Removed: At December 31, 2022, there were no outstanding finance lease obligations.
−Removed: Medical equipment purchases with a cost of $ 738,000 and $ 1,010,000 were included in accounts payable at December 31, 2022 and 2021, respectively.
+Added: Depreciation in the amount of $ 20.5 million and $ 14.6 million is included in cost of revenue for the years ended December 31, 2023 and 2022, respectively.
+Added: Medical equipment purchases with a cost of $ 1.4 million and $ 0.7 million were included in accounts payable at December 31, 2023 and 2022, respectively.
Current Liabilities
8 unchanged sentences
Total accrued liabilities $ 17,578 $ 11,092
+Added: VIEMED HEALTHCARE, INC.
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: December 31, 2023 and 2022
Debt and Lease Liabilities
2 unchanged sentences
Until November 29, 2022, the Company maintained a line of credit in the amount of $ 30.0 million under the 2018 Senior Credit Facility.
−Removed: There were no borrowings against this line of credit during the years ended December 31, 2022 or 2021.
On May 30, 2019, the Company entered into a term note (“Building Term Note”) under the 2018 Senior Credit Facility in the principal amount of $ 4.8 million.
5 unchanged sentences
In connection with the entry in to the 2022 Senior Credit Facilities on November 29, 2022, the Company retired the 2018 Senior Credit Facility, and repaid all outstanding interest and principal in full.
−Removed: VIEMED HEALTHCARE, INC.
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: December 31, 2022 and 2021
2022 Senior Credit Facilities
−Removed: On November 29, 2022, the Company refinanced its existing borrowings under the 2018 Senior Credit Facility and entered into a new credit agreement (the "2022 Senior Credit Facilities") with the lenders from time to time party thereto, and Regions Bank, as administrative agent (the "Administrative Agent") and collateral agent, that provides for an up to $ 30 million revolving credit facility (the "2022 Revolving Credit Facility") and an up to $ 30 million delayed draw term loan (the "2022 Term Loan Facility"), both maturing in November 2027.
+Added: On November 29, 2022, the Company refinanced its existing borrowings under the 2018 Senior Credit Facility and entered into a new credit agreement (the "2022 Senior Credit Facilities") with the lenders from time to time party thereto, and Regions Bank, as administrative agent (the "Administrative Agent") and collateral agent, that provides for an up to $ 30.0 million revolving credit facility (the "2022 Revolving Credit Facility") and an up to $ 30.0 million delayed draw term loan facility (the "2022 Term Loan Facility"), both maturing in November 2027.
The proceeds of the 2022 Revolving Credit Facility may be used to refinance existing indebtedness, for working capital purposes, capital expenditures and other general corporate purposes (including permitted acquisitions), and to pay transaction fees, costs and expenses related to the 2022 Senior Credit Facilities.
The proceeds of the 2022 Term Loan Facility and any additional term loans established in accordance with the 2022 Senior Credit Facilities may be used to finance permitted acquisitions and to pay transaction fees, costs and expenses related to such acquisitions.
−Removed: At December 31, 2022, there were no borrowings outstanding under the 2022 Senior Credit Facilities.
The interest rates per annum applicable to the 2022 Senior Credit Facilities are Term SOFR (as defined in the 2022 Senior Credit Facilities) plus an applicable margin, which ranges from 2.625 % to 3.375 %, or, at the option of the Company, a Base Rate (as defined in the 2022 Senior Credit Facilities) plus an applicable margin, which ranges from 1.625 % to 2.375 %.
4 unchanged sentences
The Company was in compliance with all covenants under the 2022 Senior Credit Facilities in effect at December 31, 2023.
−Removed: 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;
+Added: The 2022 Senior Credit Facilities include 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: Current and long-term balances associated with the Company's borrowings at each balance sheet date are as follows:
−Removed: December 31, 2022 December 31, 2021
−Removed: Notes payable $ — $ 5,786
−Removed: Current portion of notes payable — ( 1,480 )
−Removed: Net long-term notes payable $ — $ 4,306
VIEMED HEALTHCARE, INC.
2 unchanged sentences
December 31, 2023 and 2022
−Removed: The Company has recognized finance lease liabilities for medical equipment and operating leases for land and buildings that have terms greater than twelve months, as follows:
+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.
+Added: Upon the initial draw of debt under the 2022 Senior Credit Facilities during the year ended December 31, 2023, the Company reclassified the deferred financing fees previously recorded in other long-term assets to long-term debt in the consolidated balance sheets.
+Added: The recorded balances associated with the 2022 Senior Credit Facilities are as follows:
December 31, 2023 December 31, 2022
+Added: Outstanding balance
+Added: Financing costs and commitment fees
+Added: Current portion of notes payable ( 313 ) —
+Added: Net long-term notes payable $ 5,968 $ —
+Added: Medical Equipment Financing
+Added: As a result of the acquisition of HMP, the Company assumed equipment financing obligations consisting of installment payments for medical equipment which secure the financing.
+Added: The financing obligations are payable in monthly installments through 2026 and include interest at rates ranging from 0 % to 7.99 %.
+Added: As of December 31, 2023 , $ 0.8 million of the outstanding medical equipment financing obligations is presented on the consolidated balance sheets as short term debt based on the scheduled repayment dates.
+Added: The Company has recognized finance lease liabilities for vehicles and operating leases for land and buildings that have terms greater than twelve months, as follows:
+Added: December 31, 2023 December 31, 2022
Lease liabilities $ 3,250 $ 694
1 unchanged sentence
Net long-term lease liabilities $ 2,316 $ 199
−Removed: There are no finance lease liabilities associated with supplier finance program obligations at December 31, 2022.
Operating Lease Liabilities
The Company has recognized operating lease liabilities that relate primarily to the lease of land and buildings.
−Removed: These leases contain renewal options that the Company has not included as part of its assessment of the lease term as it is not reasonably certain that the Company will exercise these options.
+Added: The exercise of lease renewal options is at the Company's sole discretion and is included in the lease term for calculations of its right-of-use assets and liabilities when it is reasonably certain that the Company plans to renew these leases.
These lease liabilities are recorded at present value based on a discount rate of 5.50 %, which was based on the Company's incremental borrowing rate at the time of assessment.
At December 31, 2023, the weighted average lease term was approximately 4.51 years.
−Removed: Future minimum principal and interest payments for operating lease liabilities required over the next five years as of December 31, 2022, as follows:
−Removed: Principal Payments Interest Payments
−Removed: 2023 $ 495 $ 25
−Removed: Thereafter — —
−Removed: Total $ 694 $ 35
+Added: Future maturities of the Company's operating lease liabilities as of December 31, 2023 are summarized as follows:
+Added: Lease Liability
+Added: Total lease payments
+Added: imputed interest $ 547
+Added: Present value of lease liabilities $ 2,862
Operating rental expenses for the years ended December 31, 2023 and 2022 amounted to $ 999,000 and $ 539,000 , respectively.
−Removed: The related assets for operating lease liabilities have been included with property and equipment on the Consolidated Balance Sheets.
−Removed: Included within these operating lease liabilities are real property leases for real estate from a related party during the year ended December 31, 2021.
−Removed: On August 1, 2015, the Company entered a ten-year triple net lease agreement for office and warehouse space with a company owned by the Company’s CEO, Casey Hoyt, and President, Michael Moore.
−Removed: Rental payments under these related party lease agreements were $ 20,000 per month, plus taxes, utilities and maintenance.
−Removed: Total rental payments for the use of these properties were $ 201,000 during the year ended December 31, 2021.
−Removed: The expense for these related party rents has been included within selling, general and administrative expenses.
−Removed: On October 1, 2021, the Company acquired the properties for $ 2.8 million following approval by the Board of Directors.
−Removed: The acquisition of these previously leased properties was funded by cash on hand and resulted in no incremental debt.
−Removed: At December 31, 2022 and 2021, these properties are recorded in property and equipment, net of related depreciation.
VIEMED HEALTHCARE, INC.
11 unchanged sentences
The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.
−Removed: Assets and Liabilities Measured at Fair Value on a Recurring Basis
−Removed: The Company measures certain assets and liabilities at fair value on a recurring basis.
+Added: Assets Measured at Fair Value on a Recurring Basis
+Added: The Company measures certain assets at fair value on a recurring basis.
There were no transfers between fair value measurement levels during any presented period.
−Removed: The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021:
+Added: The following tables summarize the Company's assets measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022:
At December 31, 2023
8 unchanged sentences
Money market mutual funds $ 11,005 $ — $ — $ 11,005
−Removed: Interest rate swap — ( 200 ) — ( 200 )
+Added: Available for sale debt instrument
+Added: — — 2,000 2,000
Total $ 11,005 $ — $ 2,000 $ 13,005
−Removed: Derivative Instruments and Hedging Activities
−Removed: The Company recognizes its interest rate swaps as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value.
−Removed: The valuation of these derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.
−Removed: This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.
−Removed: 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 in Other Income.
−Removed: VIEMED HEALTHCARE, INC.
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: December 31, 2022 and 2021
Available for Sale Debt Instrument
2 unchanged sentences
As of December 31, 2023, the analysis resulted in no adjustments to the carrying value impacting unrealized gains or losses.
−Removed: Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
−Removed: The Company measures certain assets and liabilities at fair value on a nonrecurring basis.
−Removed: These assets and liabilities include equity method investments and other equity investments.
+Added: All changes to measured fair value during the period were the result of accrued interest.
+Added: VIEMED HEALTHCARE, INC.
+Added: (Tabular dollar amounts expressed in thousands of U.S.
+Added: Dollars, except per share amounts)
+Added: December 31, 2023 and 2022
+Added: Assets Measured at Fair Value on a Nonrecurring Basis
+Added: The Company measures certain assets at fair value on a nonrecurring basis.
+Added: These assets include equity method investments, other equity investments, and the fair value allocation related to the Company’s acquisitions.
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.
3 unchanged sentences
Accordingly, other equity investments without readily determinable fair value are classified within Level 3 in the fair value hierarchy because the Company estimates the value using a combination of observable and unobservable inputs, including valuation ascribed to the issuing company in subsequent financing rounds, volatility in the results of operations of the issuers and rights and obligations of the holdings the Company owns.
−Removed: The Company had no material adjustments of assets and liabilities measured at fair value on a nonrecurring basis during any of the periods presented.
+Added: The Company had no material adjustments of equity method investments or other equity investments measured at fair value on a nonrecurring basis during any of the periods presented.
+Added: The fair value allocation related to the Company’s acquisitions are determined using a discounted cash flow approach, or a replacement cost approach, which are based on significant unobservable inputs (Level 3).
+Added: These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows, replacement costs, and discount rates.
+Added: The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential.
+Added: Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates of revenue growth, operating margins, capital requirements, inflation and working capital management.
+Added: The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows.
+Added: The Company estimated the fair value of acquired identifiable intangible assets using discounted cash flow techniques that included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflects the relative risk of the cash flows.
+Added: The Company estimated the fair value of certain acquired identifiable intangible assets based on the cost approach using estimated costs consistent with historical experience.
+Added: The Company believes the estimates and assumptions used in the valuation methods are reasonable.
There were no transfers between fair value measurement levels during any presented period.
5 unchanged sentences
The authorized stock consists of an unlimited number of common shares with no stated par value, of which 38,506,161 and 38,049,739 shares were issued and outstanding as of December 31, 2023 and 2022, respectively.
−Removed: For the year ended December 31, 2022, the Company repurchased and canceled 1,794,163 common shares at a cost of $ 9.6 million pursuant to the share repurchase program authorized by the Board of Directors on March 7, 2022 (the "2022 Share Repurchase Program").
−Removed: The Company also acquired and cancelled 27,712 common shares at a cost of $ 0.1 million to satisfy employee income tax withholding associated with RSUs vesting during the year ended December 31, 2022.
+Added: 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 during the year ended December 31, 2023.
The Company’s retained earnings were reduced by the amount paid for the shares repurchased and cancelled.
−Removed: Stock-Based Compensation
−Removed: The purpose of the Company's RSU and Option Plans (collectively, the "Former Plan") is to provide incentive to employees, directors, officers, management companies, and consultants who provide services to the Company or any of its subsidiaries.
−Removed: The Former Plan is a “fixed” stock plan, whereby the maximum number of the Company's shares reserved for issuance, combined with any equity securities granted under all other compensation arrangements adopted by the Company, may not exceed 7,582,000 shares (equal to 20 % of the issued and outstanding shares of the Company as of the date of the adoption of the Former Plan).
−Removed: Effective June 11, 2020 (the "Effective Date"), the Company’s shareholders approved the Company's 2020 Long Term Incentive Plan (the "Omnibus Plan"), and the Former Plan was frozen.
−Removed: No future awards will be made under the Former Plan, and the common shares that were not settled or awarded under the Former Plan as of the Effective Date are available for awards under the Omnibus Plan.
−Removed: The maximum number of common shares that are available for awards under the Omnibus Plan and under any other security based compensation arrangements adopted by the Company, including the Former Plan, may not exceed 7,758,211 shares (equal to 20 % of the issued and outstanding common shares of the Company on the Effective Date).
−Removed: 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 December 31, 2022, the Company had outstanding issuances of options of 4,497,000 and RSUs of 629,000 under the Omnibus Plan.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
December 31, 2023 and 2022
−Removed: The following table summarizes stock-based compensation for the years ended December 31, 2022 and 2021:
+Added: Stock-Based Compensation
+Added: On June 11, 2020 (the "Effective Date"), the Company’s shareholders approved the Company's 2020 Long Term Incentive Plan (the "Omnibus Plan") to provide an incentive to attract, retain and reward directors, officers, employees, and consultants who provide services to the Company or any of its subsidiaries.
+Added: Upon approval of the Omnibus Plan, no future awards are available to be made under the Company's previous RSU and Option Plans (collectively, the "Former Plan"), and the common shares that were not settled or awarded under the Former Plan as of the Effective Date are available for awards under the Omnibus Plan.
+Added: The maximum number of common shares that are available for awards under the Omnibus Plan and under any other security based compensation arrangements adopted by the Company, including the Former Plan, may not exceed 7,758,211 shares (equal to 20 % of the issued and outstanding common shares of the Company on the Effective Date).
+Added: 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.
+Added: As of December 31, 2023, the Company had outstanding options of 4,214,000 and RSUs of 1,226,000 associated with common shares under the Omnibus Plan.
+Added: The following table summarizes stock-based compensation expense for the years ended December 31, 2023 and 2022 (in thousands):
Year Ended December 31,
3 unchanged sentences
At December 31, 2023, there was approximately $ 335,000 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 1.07 years .
−Removed: As of December 31, 2022, there was approximately $ 1,588,000 of total unrecognized pre-tax compensation expense related to outstanding time-based RSUs that is expected to be recognized over a weighted average period of 0.88 years.
+Added: As of December 31, 2023, there was approximately $ 3,892,000 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 0.86 years .
The following table summarizes stock option activity for the years ended December 31, 2023 and 2022:
7 unchanged sentences
Balance December 31, 2022 4,497 $ 5.26 6.9 years $ 11,356
−Removed: Issued 764 5.29
Exercised ( 246 ) 5.42
1 unchanged sentence
Balance December 31, 2023 4,214 $ 5.25 5.9 years $ 11,698
−Removed: (1) For presentation purposes, stock options issued with a Canadian dollar denominated exercise price have been translated to USD based on the prevailing exchange rate on the date of grant.
−Removed: (2) The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing stock price of our common stock on the last trading day of the period.
+Added: (1) For presentation purposes, stock options issued with a Canadian dollar exercise price have been translated to U.S.
+Added: dollars based on the prevailing exchange rate on the date of grant.
+Added: (2) The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing price of the Company's common shares on the last trading day of the period ($ 7.85 and $ 7.56 on December 31, 2023 and December 31, 2022, respectively).
The aggregate intrinsic value of options outstanding was $ 11,698,000 and options exercisable were $ 10,432,000 at December 31, 2023.
−Removed: During the fiscal years ended December 31, 2022 and 2021, 82,822 and 27,597 shares of common stock were issued pursuant to the exercise of stock options, respectively.
+Added: During the fiscal years ended December 31, 2023 and 2022, 246,022 and 82,822 common shares were issued pursuant to the exercise of stock options, respectively.
At December 31, 2023, the Company had 3,461,000 exercisable stock options outstanding with a weighted average exercise price of $ 4.99 and a weighted average remaining contractual life of 5.5 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.
−Removed: The fair value of the stock options has been charged to the Consolidated Statements of Income and credited to additional paid-in capital over the vesting period, using the Black-Scholes option pricing model calculated using the following assumptions for issuances during the years ended December 31, 2022 and 2021:
−Removed: Exercise price $ 5.21 - $ 6.34
−Removed: $ 5.80 - $ 9.70
−Removed: Risk-free interest rate 1.41 % - 2.77 %
−Removed: 0.60 % - 1.54 %
−Removed: Expected volatility 57.6 % - 58.0 %
−Removed: 59.5 % - 67.6 %
−Removed: Expected term (in years) 5.49 - 5.58
−Removed: Expected dividend yield Nil Nil
−Removed: Fair value on date of grant $ 2.74 - $ 3.42
−Removed: $ 3.35 - $ 5.57
VIEMED HEALTHCARE, INC.
2 unchanged sentences
December 31, 2023 and 2022
−Removed: The risk-free interest rate is based on the rates available at the time of the grant for zero-coupon U.S.
+Added: The fair value of the stock options has been charged to the Consolidated Statements of Income and Comprehensive Income and credited to additional paid-in capital over the vesting period, using the grant date fair value based on the Black-Scholes option pricing model.
+Added: The assumptions used to determine the grant date fair value of stock options include exercise price, risk-free interest rates, expected volatility, and average life of an option.
+Added: The risk-free interest rates are based on the rates available at the time of the grant for zero-coupon U.S.
government issues with a remaining term equal to the option’s expected life.
1 unchanged sentence
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.
+Added: There were no issuances of options during the year ended December 31, 2023.
Restricted Stock Units
−Removed: The Company accounts for Restricted Stock Units ("RSU") using fair value.
−Removed: The fair value of the RSUs has been charged to the Consolidated Statements of Income and credited to additional paid-in capital over the vesting period, based on the stock price on the date of grant.
+Added: The Company accounts for RSUs using fair value.
+Added: The fair value of the RSUs has been charged to the Consolidated Statements of Income and Comprehensive Income and credited to additional paid-in capital over the vesting period, based on the stock price on the date of grant.
RSUs vest generally over a one or three-year period.
−Removed: The following table summarizes restricted stock unit activity for the years ended December 31, 2022 and 2021:
+Added: The Company accounts for forfeitures of RSUs under ASU 2016-09 and recognizes forfeitures in the period in which they occur.
+Added: The following table summarizes RSU activity for the years ended December 31, 2023 and 2022:
Number of RSUs (000's) Weighted average grant price Weighted average remaining contractual life Aggregate intrinsic value (1)
8 unchanged sentences
Balance December 31, 2023 1,226 $ 7.23 0.86 years $ 9,624
−Removed: (1) The aggregate intrinsic value of time-based RSUs outstanding was based on our closing stock price on the last trading day of the period.
−Removed: During the year ended December 31, 2022, the Company issued 580,962 RSUs, with a vesting term of one to three years and a fair value between $ 5.21 and $ 6.34 per share.
−Removed: During the year ended December 31, 2021, the Company issued 144,700 RSUs, with a vesting term of one to three years and a fair value between $ 6.38 and $ 8.57 per share.
−Removed: Phantom Share Units
−Removed: The Company has a phantom share unit plan, which it uses for grants to directors, officers, and employees.
−Removed: Phantom share units granted under the plan are non-assignable and are settled in cash at vesting based on the fair value of the Company's common stock on the vesting date.
−Removed: Phantom share units vest annually over a three-year period.
+Added: (1) The aggregate intrinsic value of time-based RSUs outstanding was based on the closing price of the Company's common shares on the last trading day of the period ($ 7.85 and $ 7.56 on December 31, 2023 and December 31, 2022, respectively ).
+Added: During the year ended December 31, 2023, the Company issued 920,588 RSUs, with a vesting term of one or three years and a fair value betwee n $ 7.10 and $ 7.93 per share.
+Added: During the year ended December 31, 2022, the Company issued 580,962 RSUs, with a vesting term of one to three years and a fair value betwe en $ 5.21 and $ 6.34 per share.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
December 31, 2023 and 2022
+Added: Phantom Share Units
+Added: The Company has a phantom share unit plan, which it uses for grants to directors, officers, and employees.
+Added: Phantom share units granted under the plan are non-assignable and are settled in cash at vesting based on the fair value of the Company's common stock on the vesting date.
+Added: Phantom share units vest annually over a three-year period.
+Added: 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.
The following table summarizes phantom share unit activity for the years ended December 31, 2023 and 2022:
9 unchanged sentences
Balance December 31, 2023 418 3,281
−Removed: (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;
−Removed: the value of issued share equivalents is based on the market price of the Company’s stock at issuance;
+Added: (1) The value of outstanding share equivalents at the beginning of the period is based on the market price of the Company’s common shares at that time;
+Added: the value of issued share equivalents is based on the market price of the Company’s common shares at issuance;
the value of vested share equivalents is based on the cash paid at the time of vesting;
−Removed: 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 $ 7.56 and $ 5.22 on December 31, 2022 and December 31, 2021, respectively.
+Added: 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 common shares at the end of the period.
+Added: The market price of the Company's common shares was $ 7.85 and $ 7.56 on December 31, 2023 and December 31, 2022, respectively.
The change in fair value of the phantom share units has been charged to the Consolidated Statements of Income and Comprehensive Income and recorded as a liability included in accrued liabilities and long-term accrued liabilities.
1 unchanged sentence
At December 31, 2022, the total liability associated with phantom share units was $ 2,593,000 , with $ 1,704,000 of this amount included in current accrued liabilities and the remaining portion of $ 889,000 included in long-term accrued liabilities.
−Removed: The impact associated with the fair value remeasurement of phantom share units is recorded in selling, general and administrative expenses within the Consolidated Statements of Income.
+Added: The impact associated with the fair value re-measurement of phantom share units is recorded in selling, general and administrative expenses within the Consolidated Statements of Income and Comprehensive Income.
The following table summarizes expense associated with the phantom share units for the years ended December 31, 2023 and 2022:
1 unchanged sentence
Selling, general and administrative $ 2,189 $ 2,316
−Removed: The Company paid cash settlements of $ 1,383,000 and $ 6,282,000 during the years ended December 31, 2022 and 2021, respectively, pertaining to vestings of cash-settled phantom share units.
+Added: The Company paid cash settlements of $ 2.4 million and $ 1.4 million during the years ended December 31, 2023 and 2022, respectively, pertaining to vestings of cash-settled phantom share units.
Commitments and Contingencies
The Company accrues estimates for resolution of any legal and other contingencies when losses are probable and reasonably estimable in accordance with ASC 450, Contingencies (“ASC 450”).
−Removed: No less than quarterly, we review the status of each significant matter underlying a legal proceeding or claim and assess our potential financial exposure.
−Removed: We accrue a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated.
−Removed: Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made, which may prove to be incomplete or inaccurate or unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.
+Added: No less than quarterly, the Company reviews the status of each significant matter underlying a legal proceeding or claim and assess our potential financial exposure.
+Added: The Company accrues a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated.
+Added: Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to the Company at the time the judgment is made, which may prove to be incomplete or inaccurate or unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.
Furthermore, the outcome of legal proceedings is inherently uncertain, and we may incur substantial defense costs and expenses defending any of these matters.
11 unchanged sentences
On December 28, 2020, Vyaire filed its Answer, Affirmative Defenses, and Reconventional Demand (“Reconventional Demand”) with the State Court alleging breach of contract and seeking damages of $ 4.7 million purportedly for the improper cancellation of the Purchase Order.
−Removed: The Company filed its Answer to the Reconventional Demand on February 12, 2021 and the parties are currently engaged in discovery.
+Added: The Company filed its Answer to the Reconventional Demand on February 12, 2021 and the parties completed discovery on July 17, 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 resolution of 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.
8 unchanged sentences
The Company firmly believed that the Report ignored each patient’s diagnosis and supporting documentation of that diagnosis from treating and prescribing physicians and applied clinical guidelines that were contrary to CMS’s accepted standard of care.
−Removed: In late June of 2021, the Company received initial request letters from DME MACs referencing the Report and requesting repayment of purported overpayments.
+Added: In late June of 2021, the Company received initial request letters from DME Medicare Administrative Contractors ("MACs") referencing the Report and requesting repayment of purported overpayments.
The Company responded to each initial request by submitting a rebuttal and by filing a redetermination appeal as prescribed by the initial request letters and by statute.
5 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 in full subsequent to year end.
−Removed: Retirement Plan
−Removed: The Company maintains a 401(k) retirement plan for employees to which eligible employees can contribute a percentage of their pre-tax compensation.
−Removed: Matching employer contributions to the 401(k) plan totaled $ 1.1 million and $ 0.8 million for the years ended December 31, 2022 and 2021, respectively.
+Added: Accordingly, the funds remitted to the MACs were recorded in Prepaid expenses and other assets at December 31, 2022 and were received during the year ended December 31, 2023.
+Added: Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a balance sheet approach to calculating deferred income taxes.
+Added: The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its consolidated financial statements or tax returns.
+Added: Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in the years in which the differences are expected to reverse.
VIEMED HEALTHCARE, INC.
2 unchanged sentences
December 31, 2023 and 2022
−Removed: CARES Act Funds Received
−Removed: The Company received a general distribution payment from the Provider Relief Fund of $ 3.5 million in April 2020, a targeted distribution payment of $ 1.5 million in November 2021, and a general distribution payment of $ 0.4 million in January 2022.
−Removed: The HHS has stated that Provider Relief Fund payments are not loans and will not need to be repaid.
−Removed: However, as a condition to the receipt of funds, the Company and any other providers must agree to a detailed set of terms and conditions.
−Removed: CMS has indicated that the terms and conditions may be subject to ongoing changes and reporting.
−Removed: There is no US GAAP guidance for for-profit health care entities that receive government grants that are not in the form of an income tax credit, revenue from a contract with a customer or a loan.
−Removed: As such, for-profit entities must determine the appropriate accounting treatment by analogy to other guidance such as International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, in IFRS.
−Removed: Under IAS 20, we determined that upon receipt of funds, we fully complied with the conditions attached to the grant.
−Removed: We recognized the distributions received from the Provider Relief Fund in the income statement in full during the period of receipt.
−Removed: 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: We are not aware of any such modifications as of December 31, 2022.
−Removed: Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a balance sheet approach to calculating deferred income taxes.
−Removed: The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its consolidated financial statements or tax returns.
−Removed: Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in the years in which the differences are expected to reverse.
The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters.
17 unchanged sentences
Provision for income taxes $ 4,148 $ 2,768
−Removed: VIEMED HEALTHCARE, INC.
−Removed: (Tabular dollar amounts expressed in thousands of U.S.
−Removed: Dollars, except per share amounts)
−Removed: December 31, 2022 and 2021
The significant components of the provision for income taxes for the years ended December 31, 2023 and 2022 are as follows:
6 unchanged sentences
Federal $ ( 991 ) $ 1,660
+Added: State ( 448 ) 86
Total deferred taxes ( 1,439 ) 1,746
1 unchanged sentence
Deferred Income Taxes
−Removed: Deferred income taxes are determined based on the temporary differences between the financial statement book basis and the tax basis of assets and liabilities using enacted tax rates in the years in which the differences are expected to reverse.
+Added: Deferred income taxes are determined based on the temporary differences between the financial statement basis and the tax basis of assets and liabilities using enacted tax rates in the years in which the differences are expected to reverse.
In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized.
11 unchanged sentences
Deferred tax assets:
−Removed: Net operating losses - US $ — $ 508
State fixed asset and net operating losses $ 1,043 $ 833
6 unchanged sentences
Lease liability 842 180
−Removed: Charitable contributions — 41
−Removed: UNICAP 13 381
Total deferred tax assets $ 20,566 $ 18,382
13 unchanged sentences
Income per common share is calculated using earnings for the year divided by the weighted average number of shares outstanding during the year .
−Removed: Using the treasury stock method, diluted income per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares by assuming the proceeds received from the exercise of stock options and RSUs are used to purchase common shares at the prevailing market rate.
+Added: Using the treasury stock method, diluted income per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares by assuming the proceeds received from the exercise of stock options and the vesting of RSUs are used to purchase common shares at the prevailing market rate.
The following reflects the earnings and share data used in the basic and diluted earnings per share computations:
11 unchanged sentences
Anti-dilutive shares excluded from the calculation consisted of dilutive employee stock options and RSUs that were de minimis in all periods presented.
−Removed: Subsequent Events
−Removed: Repurchase and Cancellation of Vested Shares
−Removed: In connection with the RSUs vested in January 2023, the Company repurchased 64,756 shares at fair value and used cash on hand to satisfy statutory tax withholding obligations.
−Removed: These shares were subsequently cancelled by the Company.
VIEMED HEALTHCARE, INC.
4 unchanged sentences
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.