Item 1. Financial Statements
Item 1. Financial Statements
VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars, except outstanding shares)
Note At
September 30, 2024 At
December 31, 2023
(Unaudited) (Audited)
ASSETS
Current assets
Cash and cash equivalents 2 $ 11,347 $ 12,839
Accounts receivable, net 2 27,051 18,451
Inventory 2 4,311 4,628
Prepaid expenses and other assets 4,989 2,449
Total current assets $ 47,698 $ 38,367
Long-term assets
Property and equipment, net 4 74,397 73,579
Finance lease right-of-use assets 70 401
Operating lease right-of-use assets 2,758 2,872
Equity investments 2 1,794 1,680
Debt investment 2 875 2,219
Deferred tax asset 10 8,065 4,558
Identifiable intangibles, net 880 567
Goodwill 3 32,989 29,765
Other long-term assets 9 — 887
Total long-term assets $ 121,828 $ 116,528
TOTAL ASSETS $ 169,526 $ 154,895
LIABILITIES
Current liabilities
Trade payables $ 6,007 $ 4,180
Deferred revenue 6,819 6,207
Income taxes payable 2,077 2,153
Accrued liabilities 5 19,918 17,578
Finance lease liabilities, current portion 69 256
Operating lease liabilities, current portion 6 742 678
Current portion of long-term debt
6 812 1,072
Total current liabilities $ 36,444 $ 32,124
Long-term liabilities
Accrued liabilities 8 652 558
Finance lease liabilities, less current portion — 132
Operating lease liabilities, less current portion 6 1,985 2,184
Long-term debt 5
3,650 6,002
Total long-term liabilities $ 6,287 $ 8,876
TOTAL LIABILITIES $ 42,731 $ 41,000
Commitments and Contingencies — —
SHAREHOLDERS' EQUITY
Common stock - No par value: unlimited authorized; 38,932,247 and 38,506,161 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
8 $ 22,749 $ 18,702
Additional paid-in capital 16,831 15,698
Retained earnings 85,379 79,495
TOTAL VIEMED HEALTHCARE, INC.'S SHAREHOLDERS' EQUITY
$ 124,959 $ 113,895
Noncontrolling interest in subsidiary
3 1,836 —
TOTAL SHAREHOLDERS' EQUITY
126,795 113,895
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$ 169,526 $ 154,895
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
Note 2024 2023 2024 2023
Revenue 2 $ 58,004 $ 49,402 $ 163,562 $ 132,269
Cost of revenue 23,633 18,840 66,497 51,597
Gross profit $ 34,371 $ 30,562 $ 97,065 $ 80,672
Operating expenses
Selling, general and administrative 26,671 23,654 77,988 63,979
Research and development 757 593 2,265 2,131
Stock-based compensation 8 1,712 1,453 4,764 4,315
Depreciation and amortization
348 419 1,140 957
Loss (gain) on disposal of property and equipment
( 469 ) 278 ( 801 ) 373
Other expense (income), net
( 276 ) ( 41 ) 261 ( 124 )
Income from operations $ 5,628 $ 4,206 $ 11,448 $ 9,041
Non-operating income and expenses
Income (expense) from investments
96 270 ( 954 ) 442
Interest expense, net
6 ( 225 ) ( 237 ) ( 629 ) ( 168 )
Net income before taxes 5,499 4,239 9,865 9,315
Provision for income taxes 10 1,594 1,320 2,880 2,549
Net income $ 3,905 $ 2,919 $ 6,985 $ 6,766
Net income attributable to noncontrolling interest
27 — 36 —
Net income attributable to Viemed Healthcare, Inc.
$ 3,878 $ 2,919 $ 6,949 $ 6,766
Net income per share
Basic 11 $ 0.10 $ 0.08 $ 0.18 $ 0.18
Diluted 11 $ 0.10 $ 0.07 $ 0.17 $ 0.17
Weighted average number of common shares outstanding:
Basic 11 38,870,823 38,438,058 38,803,887 38,307,343
Diluted 11 40,779,414 40,420,615 40,702,001 40,391,729
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
(Unaudited)
Common Stock Additional paid-in capital Noncontrolling interest in subsidiary
Total Shareholders'
equity
Shares Amount Retained
earnings
Shareholders' equity, December 31, 2022 38,049,739 $ 15,123 $ 12,125 $ 69,846 $ — $ 97,094
Stock-based compensation - options — — 348 — — 348
Stock-based compensation - restricted stock
— — 1043 — — 1,043
Exercise of options 108,370 544 — — — 544
Shares issued for vesting of restricted stock units 183,036 1,429 ( 1,429 ) — — —
Shares redeemed to pay income tax ( 64,756 ) — — ( 505 ) — ( 505 )
Net income — — — 1,517 — 1,517
Shareholders' equity, March 31, 2023 38,276,389 $ 17,096 $ 12,087 $ 70,858 $ — $ 100,041
Stock-based compensation - options — — 301 — — 301
Stock-based compensation - restricted stock
— — 1,170 — — 1,170
Exercise of options 119,356 684 — — — 684
Shares issued for vesting of restricted stock units 6,655 70 ( 70 ) — — —
Shares redeemed to pay income tax
( 1,978 ) — — ( 21 ) — ( 21 )
Net income — — — 2,330 — 2,330
Shareholders' equity, June 30, 2023 38,400,422 $ 17,850 $ 13,488 $ 73,167 $ — $ 104,505
Stock-based compensation - options — — 263 — — 263
Stock-based compensation - restricted stock
— — 1,190 — — 1,190
Exercise of options 1,136 6 — — — 6
Shares issued for vesting of restricted stock units 95,944 777 ( 777 ) — — —
Shares redeemed to pay income tax
( 8,501 ) — — ( 69 ) — ( 69 )
Net income — — — 2,919 — 2,919
Shareholders' equity, September 30, 2023
38,489,001 $ 18,633 $ 14,164 $ 76,017 $ — $ 108,814
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
(Unaudited)
Common Stock Additional paid-in capital Noncontrolling interest in subsidiary
Total Shareholders'
equity
Shares Amount Retained
earnings
Shareholders' equity, December 31, 2023 38,506,161 $ 18,702 $ 15,698 $ 79,495 $ — $ 113,895
Stock-based compensation - options — — 111 — — 111
Stock-based compensation - restricted stock
— — 1,321 — — 1,321
Exercise of options 60,130 304 — — — 304
Shares issued for vesting of restricted stock units 378,837 2,836 ( 2,836 ) — — —
Shares redeemed to pay income tax ( 128,362 ) — — ( 961 ) — ( 961 )
Net income — — — 1,603 — 1,603
Shareholders' equity, March 31, 2024 38,816,766 $ 21,842 $ 14,294 $ 80,137 $ — $ 116,273
Stock-based compensation - options — — 59 — — 59
Stock-based compensation - restricted stock
— — 1,561 — — 1,561
Exercise of options 4,000 21 — — — 21
Shares issued for vesting of restricted stock units 6,654 47 ( 47 ) — — —
Shares redeemed to pay income tax ( 1,621 ) — — ( 11 ) — ( 11 )
Acquired noncontrolling interest
— — — — 1,800 1,800
Net income — — — 1,468 9 1,477
Shareholders' equity, June 30, 2024 38,825,799 $ 21,910 $ 15,867 $ 81,594 $ 1,809 $ 121,180
Stock-based compensation - options — — 61 — — 61
Stock-based compensation - restricted stock
— — 1,651 — — 1,651
Exercise of options 17,516 91 — — — 91
Shares issued for vesting of restricted stock units 101,438 748 ( 748 ) — — —
Shares redeemed to pay income tax ( 12,506 ) — — ( 93 ) — ( 93 )
Net income — — — 3,878 27 3,905
Shareholders' equity, September 30, 2024 38,932,247 $ 22,749 $ 16,831 $ 85,379 $ 1,836 $ 126,795
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
(Unaudited)
Nine Months Ended September 30,
Note 2024 2023
Cash flows from operating activities
Net income $ 6,985 $ 6,766
Adjustments for:
Depreciation and amortization
19,002 15,943
Stock-based compensation expense 8 4,764 4,315
Distributions of earnings received from equity method investments 147 833
Income from equity method investments ( 261 ) ( 442 )
Loss (income) from debt investment
1,344 ( 164 )
Loss (gain) on disposal of property and equipment
( 801 ) 373
Amortization of deferred financing costs
135 —
Deferred income tax benefit
( 3,507 ) ( 791 )
Changes in working capital:
Accounts receivable, net ( 8,213 ) ( 533 )
Inventory 583 ( 514 )
Prepaid expenses and other assets 340 1,193
Trade payables 747 ( 255 )
Deferred revenue 489 859
Accrued liabilities 2,424 4,086
Income tax payable/receivable ( 76 ) 259
Net cash provided by operating activities $ 24,102 $ 31,928
Cash flows from investing activities
Purchase of property and equipment ( 25,942 ) ( 18,161 )
Investment in equity investments — ( 7 )
Cash paid for acquisitions, net of cash acquired
3 ( 2,999 ) ( 28,580 )
Proceeds from sale of property and equipment 4 7,440 2,128
Net cash used in investing activities $ ( 21,501 ) $ ( 44,620 )
Cash flows from financing activities
Proceeds from exercise of options 8 416 1,234
Proceeds from term notes 6 — 5,000
Principal payments on term notes 6 ( 954 ) ( 2,746 )
Proceeds from revolving credit facilities 6 3,000 8,000
Payments on revolving credit facilities ( 5,000 ) ( 5,005 )
Payments for debt issuance costs
( 171 ) —
Shares redeemed to pay income tax 8 ( 1,065 ) ( 595 )
Repayments of finance lease liabilities
( 319 ) ( 32 )
Net cash provided by (used in) financing activities
$ ( 4,093 ) $ 5,856
Net decrease in cash and cash equivalents ( 1,492 ) ( 6,836 )
Cash and cash equivalents at beginning of year 12,839 16,914
Cash and cash equivalents at end of period $ 11,347 $ 10,078
Supplemental disclosures of cash flow information
Cash paid during the period for interest $ 745 $ 497
Cash paid during the period for income taxes, net of refunds
$ 6,416 $ 3,218
Supplemental disclosures of non-cash transactions
Equipment and other fixed asset purchases payable at end of period
$ 2,854 $ 2,598
Equipment sales receivable at end of period
$ 1,683 $ —
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
1. Nature of Business and Operations
Viemed Healthcare, Inc. (the "Company"), through its subsidiaries, is a provider of home medical equipment ("HME") and post-acute respiratory healthcare services in the United States. The Company’s primary 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. 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. The Company's registered and records office is located at Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2Z7 and its corporate office is located at 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508.
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.
The Company’s common shares are traded on the Nasdaq Capital Market under the symbol "VMD".
2. Summary of Significant Accounting Policies
Principles of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements are unaudited, but reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows for the interim periods presented. The Company's fiscal year ends on December 31. The Condensed Consolidated Balance Sheet as of December 31, 2023 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto and the report of the Company's independent registered public accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The nature of the Company's business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and its subsidiaries in which it has a controlling financial interest. All intercompany transactions have been eliminated.
Use of Estimates
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. Significant areas requiring the use of management estimates relate to revenue recognition, accounts receivable, income tax provisions, the fair value of financial instruments, and goodwill. Actual results could differ from these estimates.
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VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
Segment Reporting
The Company’s chief operating decision-makers ("CODMs") are its Chief Executive Officer and Chief Operating Officer, who make resource allocation decisions and assess performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-makers, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors, corporate compliance with healthcare laws and regulations, and revenue cycle management, among other corporate supporting functions. Accordingly, the Company has a single reportable segment and operating segment structure based on ASC 280, Segment Reporting .
Accounts Receivable
Accounts receivable and revenues are based on contractually agreed-upon rates for services provided, reduced by estimated adjustments, including variable consideration for implicit price concessions. The accounts receivable are presented on the Condensed Consolidated Balance Sheets net of the adjustments. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded.
The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. 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.
The Company records a reserve for estimated probable losses as part of 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. The accounts receivable are presented on the Condensed Consolidated Balance Sheets net of the adjustments.
Receivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Revisions in reserve estimates are recorded as an adjustment to revenue in the period of revision.
Included in accounts receivable at September 30, 2024 are amounts due from Medicare representing 23 % of total outstanding net receivables. As of December 31, 2023, 28 % of total outstanding net receivables were amounts due from Medicare.
Inventory
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. The Company values inventory at the lower of cost or net realizable value. Obsolete and unserviceable inventories are valued at estimated net realizable value.
Property and Equipment
Property and equipment is presented on the Condensed Consolidated Balance Sheets at historic cost less accumulated depreciation. Major renewals and improvements that extend the useful life of assets are capitalized to the respective property accounts, while maintenance and repairs, which do not extend the useful life of the respective assets, are expensed as incurred. Management has estimated the useful lives of equipment leased to customers. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Property and equipment are depreciated on a straight-line basis over their estimated useful lives.
Depreciation of medical equipment commences at the date of service, which represents the date that the asset has been delivered to a patient and is put in use and continues through the useful life of the asset. 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.
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VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
Equity Investments
Equity investments on the Condensed Consolidated Balance Sheets are primarily comprised of equity investments without readily determinable fair values accounted for under the measurement alternative described in ASC 321-10-35-2. For these investments, the Company has elected the measurement alternative which measures the investment at cost, less any impairment. 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 balance of the Company’s equity investments was $ 1.8 million and $ 1.7 million as of September 30, 2024 and December 31, 2023, respectively. The Company was not aware of any impairment or observable price change adjustments that needed to be made as of September 30, 2024 on its investments in equity securities without a readily determinable fair value.
Debt Investment
The Company's debt investment is a variable rate secured convertible note and is classified as an available-for-sale debt instrument. Accrued interest is included in the amortized cost basis at each reporting period. At each financial statement date until a conversion event, the debt instrument is required to be remeasured at fair value. Changes in unrealized gains and losses are accounted for in accumulated other comprehensive income, net of tax effect, until realized. When changes are determined to be other than temporary in nature, the Company recognizes an other than temporary impairment expense in earnings equal to the difference between the debt security’s amortized cost basis and its fair value at the balance sheet date.
Intangible Assets
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 .
Revenue Recognition
Revenues are principally derived from the rental and sale of HME products and services to patients.
Rental revenues
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. The agreements are evaluated at 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. 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 renewals.
Revenues are recorded at amounts estimated to be received under reimbursement arrangements with payors, including private insurers, prepaid health plans, Medicare, Medicaid and patients. Rental revenue, less estimated adjustments, is recognized as earned on a straight-line basis over the non-cancellable lease term. Rental of patient equipment is billed on a monthly basis beginning on the date the equipment is delivered. Since deliveries can occur on any day during a month, the amount of billings that apply to the next month are deferred.
The Company's lease agreements generally contain lease components and non-lease components, which primarily relate to supplies. 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.
Sales and Services revenues
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. 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 payors, including private insurers, prepaid health plans, Medicare, Medicaid and patients. The sales transaction price is determined based on contractually agreed-upon rates, adjusted for estimates of variable consideration.
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VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
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. Payment terms and conditions vary by contract. 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. 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. 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:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Revenue from rentals
Ventilator rentals, non-invasive and invasive $ 31,772 $ 28,322 $ 91,404 $ 79,181
Other home medical equipment rentals
12,459 11,119 35,604 26,441
Revenue from sales and services
Equipment and supply sales
8,440 7,742 21,956 19,287
Service revenues
5,333 2,219 14,598 7,360
Total revenues $ 58,004 $ 49,402 $ 163,562 $ 132,269
Revenues from Medicare as percentages of the Company's total revenue for the nine months ended September 30, 2024 and 2023 were 44 % and 45 %, respectively.
Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with ASC 718 , "Compensation—Stock Compensation" , which establishes accounting for share-based awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period. Stock–based compensation costs for stock options are determined at the grant date using the Black-Scholes option pricing model. Stock-based compensation costs for restricted stock units ("RSUs") are determined at the grant date based on the closing stock price. The expense of such stock-based compensation awards is recognized using the graded vesting attribution method over the vesting period and the offsetting credit is recorded as an increase in additional paid-in capital. Forfeitures are recorded as incurred. Any excess tax benefit or deficiency is recognized as a component of income taxes and within operating cash flows upon vesting of the share-based award.
For the Company’s phantom share units settled in cash, the Company computes the fair value of the phantom share units using the closing price of the Company's stock at the end of each period and records a liability based on the percentage of requisite service.
Income Taxes
The Company is subject to income taxes in numerous U.S. jurisdictions. The Company's income tax provisions reflect management’s interpretation of country and state tax laws. 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. 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. 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. 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. Deferred income tax assets or liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. The calculation of current and deferred income taxes requires
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VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
management to make estimates and assumptions and to exercise a certain amount of judgment concerning the carrying value of assets and liabilities. The current and deferred income tax assets and liabilities are also impacted by expectations about future operating results and the timing of reversal of temporary differences as well as possible audits of tax filings by regulatory agencies. Changes or differences in these estimates or assumptions may result in changes to the current and deferred tax assets and liabilities on the Condensed Consolidated Balance Sheets and a charge to or recovery of income tax expense.
Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. The effect of a change in the enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates. 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.
Business Combinations
The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the business acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired, liabilities assumed, and noncontrolling interest in the acquiree based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired, liabilities assumed, and any noncontrolling interests, such excess is allocated to goodwill. 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. 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. 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. Acquisition related costs are recognized separately from the business combination and are expensed as incurred.
Impairment of Goodwill and Long-Lived Assets
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. 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. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects.
The Company performs its annual impairment assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a quantitative or qualitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. 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. 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.
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. 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. In performing the review for recoverability, if future undiscounted cash flows (excluding interest charges) from the use and ultimate disposition of the assets are less than their carrying values, an impairment loss represented by the difference between its fair value and carrying value, is recognized. When properties are classified as held for sale, they are recorded at the lower of the carrying amount or the expected sales price less costs to sell.
There were no impairment charges to goodwill or long-lived assets recognized during the nine months ended September 30, 2024 and September 30, 2023.
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VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
Net Income per Share Attributable to Viemed Healthcare, Inc.'s Common Stockholders
Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive stock-based awards outstanding during the period using the treasury stock method. Dilutive stock-based awards include outstanding common stock options and time-based RSUs.
See Note 11 for earnings per share computations.
Recently adopted accounting pronouncements
In September 2022, the FASB issued ASU No. 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): 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. 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. 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
The Company is an “emerging growth company” as defined by the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can selectively delay the adoption of all accounting standards until those standards would otherwise apply to private companies. The Company has elected to utilize this exemption and, as a result, the Company's condensed consolidated financial statements may not be comparable to the financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. To date, however, the Company has not delayed the adoption of any accounting standards. 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.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): 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. The ASU is effective for public business entities' annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.
Page 13
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
3. Business Combinations
East Alabama HomeMed, LLC
On April 1, 2024, the Company acquired a controlling 60 % equity interest in East Alabama HomeMed, LLC ("HomeMed"). The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805. As a result of the acquisition, goodwill of $ 3.2 million and a trade name of $ 0.4 million were recognized. The Company expects its portion of the goodwill to be fully tax-deductible. Additionally, a noncontrolling interest of $ 1.8 million was recorded at the acquisition date. The accompanying financial statements include the results of HomeMed's operations from the acquisition date. Changes in the noncontrolling interests after the acquisition date are accounted for pursuant to ASC 810, Consolidation .
Home Medical Products, Inc.
On June 1, 2023, Viemed, Inc., a wholly-owned subsidiary of the Company, completed the acquisition of Home Medical Products, Inc., (“HMP”), which operates in Tennessee, Alabama, and Mississippi. 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. The following table summarizes the consideration paid and estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
Purchase Price
Cash paid
$ 29,417
Identifiable Assets
Cash and cash equivalents 829
Accounts receivable 2,014
Inventory 582
Prepaid expenses and other assets 498
Property and equipment
4,358
Lease assets 743
Identifiable intangibles 641
Other long-term assets 25
TOTAL ASSETS 9,690
Identifiable Liabilities
Trade payables 1,985
Deferred revenue 732
Accrued liabilities 1,195
Current portion of lease liabilities 536
Current debt 4,558
Long-term lease liabilities 196
Long-term debt 836
TOTAL LIABILITIES 10,038
Net assets (liabilities) acquired ( 348 )
Resulting goodwill $ 29,765
Goodwill resulted from a combination of synergies and cost savings, and further expansion into Tennessee, Alabama, and Mississippi. All of the goodwill is deductible for income tax purposes. There are no contingent consideration arrangements included in the transaction. The results of HMP’s operations have been included in the condensed consolidated financial statements since the date of acquisition.
Page 14
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
4. 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.
The following table details the Company’s fixed assets:
September 30, 2024 December 31, 2023
Medical equipment $ 114,730 $ 110,920
Furniture and equipment 4,396 3,540
Land 2,566 2,566
Buildings 8,133 7,953
Leasehold improvements 657 345
Vehicles 1,288 1,192
Less: Accumulated depreciation ( 57,373 ) ( 52,937 )
Property and equipment, net of accumulated depreciation
$ 74,397 $ 73,579
Depreciation in the amount of $ 6.1 million and $ 5.6 million is included in cost of revenue for the three months ended September 30, 2024 and 2023, respectively, and in the amount of $ 17.9 million and $ 15.0 million for the nine months ended September 30, 2024 and 2023, respectively.
5. Current Liabilities
The Company’s short-term accrued liabilities are included within current liabilities and consist of the following:
September 30, 2024 December 31, 2023
Accrued trade payables $ 4,096 $ 3,230
Accrued commissions payable 917 794
Accrued bonuses payable 5,800 7,131
Accrued vacation and payroll 4,452 2,058
Current portion of phantom share liability 1,337 1,867
Accrued other liabilities 3,316 2,498
Total accrued liabilities $ 19,918 $ 17,578
Page 15
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
6. Debt and Lease Liabilities
Debt
The following table summarizes the Company’s debt as of September 30, 2024 and December 31, 2023:
September 30, 2024 December 31, 2023
2022 Senior Credit Facilities
$ 4,656 $ 6,875
Medical equipment financing
437 793
Financing costs and commitment fees
( 631 ) ( 594 )
Current portion
( 812 ) ( 1,072 )
Long-term portion
$ 3,650 $ 6,002
2022 Senior Credit Facilities
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.
The interest rates per annum applicable to the 2022 Senior Credit Facilities are a forward looking term rate based on a secured overnight financing rate ("Term SOFR") plus an applicable margin ranging 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 %.
The 2022 Senior Credit Facilities require the Company to comply with certain affirmative, as well as certain negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers or consolidations and pay dividends and other restricted payments. The 2022 Senior Credit Facilities also include certain financial covenants, which generally include, but are not limited to the following :
• Consolidated Total Leverage Ratio ( defined generally as total indebtedness to adjusted EBITDA) of not greater than (i) for any fiscal quarter ending during the period from the closing date to and including December 31, 2024, 2.75 to 1.0 and (ii) for any fiscal quarter ending on and after March 31, 2025, 2.50 to 1.0, subject to certain adjustments following a material acquisition.
• Consolidated Fixed Charge Coverage Ratio ( defined generally as (a) adjusted EBITDA minus capital expenditures minus cash taxes to (b) the sum of scheduled principal payments plus cash interest expense plus restricted payments) of not less than 1.25 :1.0.
The Company was in compliance with all covenants under the 2022 Senior Credit Facilities in effect at September 30, 2024.
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.
Page 16
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
Financing costs related to the issuance and amendments of 2022 Senior Credit Facilities are capitalized and amortized over the term of the loans using the effective interest method. 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 condensed consolidated balance sheets.
On May 28, 2024, the Company entered into a First Amendment to the 2022 Senior Credit Facilities that (a) extends the delayed draw term loan commitment expiration date to November 29, 2025, from its initial expiration date of May 29, 2024, and (b) provides for other technical amendments. Payment for debt issuance costs associated with the amendment was $ 0.2 million during the nine months ended September 30, 2024.
Medical Equipment Financing
The Company enters into medical equipment financing obligations through supplier finance programs. The financing obligations are primarily short term in nature and are payable in monthly installments. As of September 30, 2024, $ 0.4 million of the outstanding medical equipment financing is presented on the condensed consolidated balance sheets as short term debt based on the scheduled repayment dates.
Leases
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:
September 30, 2024 December 31, 2023
Lease liabilities $ 2,796 $ 3,250
Less:
Current portion of lease liabilities ( 811 ) ( 934 )
Net long-term lease liabilities $ 1,985 $ 2,316
Operating Lease Liabilities
The Company has recognized operating lease liabilities that relate primarily to the lease of land and buildings. 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 5.5 %, which was based on the Company's incremental borrowing rate at the time of assessment. At September 30, 2024 , the weighted average lease term was approximately 3.79 years.
Future maturities of the Company's operating lease liabilities as of September 30, 2024 are summarized as follows:
Lease Liability
2024 $ 225
2025 908
2026 783
2027 667
2028 573
Thereafter 7
Total lease payments $ 3,163
Less: imputed interest 436
Present value of lease liabilities $ 2,727
Operating rental expenses for the nine months ended September 30, 2024 amounted to $ 1.1 million .
Page 17
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
7. Fair Value Measurement
Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. There are three levels to the hierarchy based on the reliability of inputs, as follows:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.
Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.
Assets Measured at Fair Value on a Recurring Basis
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.
The following tables summarize the Company's assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:
At September 30, 2024
(In thousands) Level 1 Level 2 Level 3 Total
Recurring Fair Value Measurements:
Money market mutual funds $ 2,024 $ — $ — $ 2,024
Available for sale debt instrument — — 875 875
Total $ 2,024 $ — $ 875 $ 2,899
At December 31, 2023
(In thousands) Level 1 Level 2 Level 3 Total
Recurring Fair Value Measurements:
Money market mutual funds $ 5,657 $ — $ — $ 5,657
Available for sale debt instrument $ — $ — $ 2,219 $ 2,219
Total $ 5,657 $ — $ 2,219 $ 7,876
Available for Sale Debt Instrument
The fair value of the Company’s available for sale debt instrument is classified within Level 3 in the fair value hierarchy as the Company evaluates adjustments using a combination of observable and unobservable inputs, such as operating results of the counterparty as well observable prices in transactions of debt and equity instruments of the issuing counterparty when available. As of September 30, 2024, the analysis resulted in the determination that the decline in fair value was an other than temporary impairment (OTTI). Accordingly, the Company recognized an OTTI loss of $ 0.1 million in Income (expense) from investments during the quarter ended September 30, 2024. The recognized loss is equal to the difference between the debt security’s amortized cost basis and its fair value at the balance sheet date, based on management's estimate of fair value.
Page 18
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company measures certain assets at fair value on a nonrecurring basis. These assets include other equity investments and the fair value allocation related to the Company’s acquisitions.
The Company's other equity investments are holdings in privately-held companies without a readily determinable market value. The Company remeasures equity securities without readily determinable fair value at fair value when an orderly transaction is identified for an identical or similar investment of the same issuer in accordance with the measurement alternative under Topic 820. ASU 2019-04 states that the measurement alternative is a nonrecurring fair value measurement. 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. The Company had no material adjustments of other equity investments measured at fair value on a nonrecurring basis during any of the periods presented.
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). These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows, replacement costs, and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. 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. 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.
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. The Company estimated the fair value of certain acquired identifiable intangible assets based on the cost approach using estimated costs consistent with historical experience. 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.
Page 19
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
8. Shareholders' Equity
Authorized Share Capital
The Company’s authorized share capital consists of an unlimited number of common shares, with no stated par value .
Issued and Outstanding Share Capital
The Company has only one class of stock outstanding, common shares. The authorized stock consists of an unlimited number of common shares with no stated par value, of which 38,932,247 and 38,506,161 shares were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.
The Company acquired and cancelled 142,489 common shares at a cost of $ 1.1 million to satisfy employee income tax withholding associated with RSUs vesting during the nine months ended September 30, 2024. The Company’s retained earnings were reduced by the amount paid for the shares repurchased and cancelled.
Stock-Based Compensation
On June 6, 2024 (the "Effective Date"), the Company’s shareholders approved the Company's 2024 Long Term Incentive Plan (the "2024 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. All directors, officers, employees, and consultants of the Company and/or its affiliates are eligible to receive awards under the 2024 Omnibus Plan, subject to its terms. Awards include common share purchase options, restricted stock, stock appreciation rights, performance awards, or other stock-based awards, including restricted stock units, deferred stock units, and dividends and dividend equivalents. The maximum number of common shares that will be available for awards and issuance under the 2024 Omnibus Plan and that may be reserved for issuance at any time, including under previous plans such as the 2020 Long Term Incentive Plan (effective June 11, 2020), the Amended and Restated Stock Option Plan (effective as of July 17, 2018), the Amended and Restated Restricted Share Unit Plan (effective as of July 17, 2018), and the Deferred Share Unit Plan (effective July 17, 2018), will be 7,800,000 shares. The maximum amount of common shares that may be awarded under the 2024 Omnibus Plan as “incentive stock options” is 1,000,000 common shares. As of September 30, 2024, the Company had outstanding options of 4,124,000 and RSUs of 1,547,000 associated with common shares under the existing plans.
The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Stock-based compensation - options $ 61 $ 263 $ 231 $ 911
Stock-based compensation - restricted stock units 1,651 1,190 4,533 3,404
Total $ 1,712 $ 1,453 $ 4,764 $ 4,315
At September 30, 2024, there was approximately $ 83,000 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 0.45 years. As of September 30, 2024, there was approximately $ 5,920,000 of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.43 years.
Page 20
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
Options
The following table summarizes stock option activity for the nine months ended September 30, 2024:
Number of options
(000's) Weighted average exercise price (1)
Weighted average remaining contractual life Aggregate intrinsic value (2)
Balance December 31, 2023 4,214 $ 5.25 5.9 years $ 11,698
Issued — —
Exercised ( 82 ) 5.10
Expired / Forfeited ( 8 ) 5.21
Balance September 30, 2024 4,124 $ 5.25 5.1 years $ 9,725
(1) For presentation purposes, stock options issued with a Canadian dollar exercise price have been translated to U.S. dollars based on the prevailing exchange rate on the date of grant.
(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 ($ 7.33 and $ 7.85 on September 30, 2024 and December 31, 2023, respectively ).
The aggregate intrinsic value of options outstanding was $ 9,725,000 and options exercisable was $ 9,226,000 at September 30, 2024. For the nine months ended September 30, 2024, 81,646 common shares were issued pursuant to the exercise of stock options.
At September 30, 2024, the Company had 3,874,000 exercisable stock options outstanding with a weighted average exercise price of $ 5.24 and a weighted average remaining contractual life of 5.0 years. 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 .
The fair value of the stock options has been charged to the Condensed Consolidated Statements of 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. 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. 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. The average life of an option is based on both historical and projected exercise and lapsing data. 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. There were no issuances of options during the nine months ended September 30, 2024.
Restricted Stock Units
The Company accounts for RSUs using fair value. The fair value of the RSUs has been charged to the Condensed 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. RSUs vest generally over a one or three-year period. The Company accounts for forfeitures of RSUs under ASU 2016-09 and recognizes forfeitures in the period in which they occur.
The following table summarizes RSU activity for the nine months ended September 30, 2024:
Number of RSUs (000's) Weighted average grant price Weighted average remaining contractual life Aggregate intrinsic value (1)
Balance December 31, 2023 1,226 $ 7.23 0.86 years $ 9,624
Issued 915 8.18
Vested ( 487 ) 7.07
Forfeited
( 107 ) 7.88
Balance September 30, 2024 1,547 $ 7.80 1.43 years $ 11,340
(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 ($ 7.33 and $ 7.85 on September 30, 2024 and December 31, 2023, respectively ).
Page 21
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
During the three months ended September 30, 2024, the Company issued 117,417 RSUs with vestings over a one to three year period and a fair value of $ 0.9 million. During the nine months ended September 30, 2024, the Company issued 915,000 RSUs with vestings over a one to three year period and a fair value of $ 7.3 million.
Phantom Share Units
The Company has a phantom share unit plan, which it uses for grants to directors, officers, and employees. 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. Phantom share units vest annually over a three-year period. 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 nine months ended September 30, 2024:
Number of phantom share units (000's) Value of share equivalents (1)
Balance December 31, 2023 418 $ 3,281
Issued 268 2,161
Vested ( 218 ) 1,607
Forfeited
( 16 ) ( 120 )
Balance September 30, 2024 452 $ 3,313
(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, 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, and the values of 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. The market price of the Company's common shares was $ 7.33 and $ 7.85 on September 30, 2024 and December 31, 2023, respectively.
The change in fair value of the phantom share units has been charged to the Condensed Consolidated Statements of Income and recorded as a liability included in accrued liabilities and long-term accrued liabilities. The total liability associated with phantom share units at September 30, 2024 is $ 1,989,000 , with $ 1,337,000 of this amount included in current accrued liabilities and the remaining portion of $ 652,000 included in long-term accrued liabilities.
The impact associated with the fair value re-measurement of phantom share units is recorded in selling, general and administrative expenses within the unaudited Condensed Consolidated Statements of Income. The following table summarizes expense (benefit) associated with the phantom share units for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Selling, general, and administrative $ 619 $ ( 333 ) $ 1,172 $ 1,504
The Company paid cash settlements of $ 1.6 million and $ 2.4 million during the nine months ended September 30, 2024 and 2023, respectively, pertaining to vestings of cash-settled phantom share units.
Page 22
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
9. 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”). 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. 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. 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.
Legal Proceedings
As previously disclosed, on November 5, 2020, the Company (through its subsidiary Sleep Management LLC) filed a lawsuit against Vyaire Medical, Inc. d/b/a CareFusion Respiratory Technologies (“Vyaire”) in the 15th Judicial District Court for the Parish of Lafayette, Louisiana (the “State Court”) seeking damages for breach of contract and seeking declaratory judgment. The State Court issued an order on September 5, 2023 granting the Company Partial Summary Judgment finding that Vyaire breached the contract. On June 9, 2024, Vyaire and certain of its affiliates filed voluntary bankruptcy under Chapter 11 of the Bankruptcy Code in the US Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
A liquidation analysis subsequently submitted to the Bankruptcy Court disclosed that unsecured claims, including those subordinate to the super-priority claims of certain Vyaire creditors, would not receive any recovery under the proposed Chapter 11 reorganization plan or in the event of a Chapter 7 liquidation. Consequently, collection of the Company's unsecured claim against Vyaire was determined to be not probable. During the nine months ended September 30, 2024, outstanding funds receivable in the amount of $ 0.9 million related to undelivered respiratory equipment were impaired through Other expense (income).
Governmental and Regulatory Matters
From time to time the Company is involved in various external governmental investigations, audits and reviews. Reviews, audits and investigations of this sort can lead to government actions, which can result in the assessment of recoupment of reimbursement, civil or criminal fines or penalties, or other sanctions, including restrictions or changes in the way the Company conducts business, loss of licensure or exclusion from participation in government healthcare programs.
10. Income Taxes
For the nine months ended September 30, 2024, the Company recorded income tax expense of $ 2.9 million , which includes a discrete tax benefit of $ 0.1 million associated with stock-based compensation arrangements. Excluding the impact of the discrete taxes, the effective rate for the nine months ended September 30, 2024 is 30.3 % . The effective rate differs from the amount computed by applying the statutory federal and state income tax rates to ordinary income before the provision for income taxes due to permanent non-deductible differences. The Company's effective tax rate is based on forecasted annual results which may fluctuate significantly through the rest of the year.
At September 30, 2024 and 2023, the Company had no amounts recorded for uncertain tax positions and does not expect any material changes in uncertain tax benefits during the next 12 months. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company is subject to U.S. federal income tax as well as income tax in various states. The Company is generally not subject to examination by taxing authorities for years prior to 2021 .
The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.
Page 23
VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
September 30, 2024 and 2023
11. Earnings Per Share
Income per common share is calculated using earnings for the year divided by the weighted average number of shares outstanding during the year . 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:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Numerator - basic and diluted:
Net income attributable to Viemed Healthcare, Inc.
$ 3,878 $ 2,919 $ 6,949 $ 6,766
Denominator:
Basic weighted-average number of common shares 38,870,823 38,438,058 38,803,887 38,307,343
Diluted weighted-average number of shares 40,779,414 40,420,615 40,702,001 40,391,729
Basic earnings per share $ 0.10 $ 0.08 $ 0.18 $ 0.18
Diluted earnings per share $ 0.10 $ 0.07 $ 0.17 $ 0.17
Denominator calculation from basic to diluted:
Basic weighted-average number of common shares 38,870,823 38,438,058 38,803,887 38,307,343
Stock options and other dilutive securities 1,908,591 1,982,557 1,898,114 2,084,386
Diluted weighted-average number of shares 40,779,414 40,420,615 40,702,001 40,391,729
Anti-dilutive shares excluded from the calculation consisted of dilutive employee stock options and RSUs that were de minimis in all periods presented.
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VIEMED HEALTHCARE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Tabular amounts expressed in thousands of US Dollars, except per share amounts)
September 30, 2024 and 2023
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.