What changed in this filing

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Item 1A. Risk Factors

2025-03-10 compared with 2024-03-06 · 55 added, 87 removed, 365 unchanged (28% of the section changed)

13 unchanged sentences

The CARES Act previously introduced a blended rate for HME furnished in non-rural or contiguous non-competitive bidding areas that is based on 75% of the adjusted fee schedule amount and 25% of the unadjusted fee schedule amount.

The 75/25 blended Medicare reimbursement rate expired on December 31, 2023, reverting to rates in place prior to the implementation of the 75/25 blend, adjusted for inflation.

This change may lead to reduced reimbursement for competitive bid products and services in specific markets where we operate.

The 75/25 blended Medicare reimbursement rate expired on December 31, 2023.

Efforts to extend the blended rate through H.R.

1294 gained strong bipartisan support and advanced through key congressional committees.

However, these provisions were ultimately excluded from the legislative package passed at the end of the 118th Congress.

As a result, reimbursement rates for affected products have reverted to rates in place prior to the implementation of the 75/25 blend, adjusted for inflation, leading to lower reimbursement levels in certain markets where we operate.

Industry stakeholders, including leading advocacy organizations, continue to push for legislative relief in the 119th Congress.

Given that the most recent government funding package extends only through March 14, 2025, future opportunities may arise to reintroduce Medicare reimbursement relief as part of broader healthcare negotiations.

However, there is no certainty that such efforts will succeed, or that reimbursement rates will be restored to previous levels.

Reimbursement rates for our services, like much of the United States healthcare market, are subject to reductions.

7 unchanged sentences

In addition, both governmental healthcare programs and private health insurance companies may seek ways to avoid or delay reimbursement, which could adversely affect our cash flow and revenues.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

Our dependence on key suppliers puts us at risk of interruptions in the availability of the equipment we need for our services, which could reduce our revenue and adversely affect our results of operations.

1 unchanged sentence

Our dependence on third-party suppliers involves several additional risks, including limited control over pricing, availability, quality and delivery schedules.

In the coming months and/or years, limitations on control over pricing and limited availability of materials may create uncertainty if the new Presidential administration proceeds with implementing tariffs that apply to U.S.

trading partners.

Historically medical equipment has been exempted from tariffs, but it is unclear if that will continue to be the case.

To the extent

tariffs create challenges on sourcing medical equipment from foreign manufacturers, we can attempt to source equipment from domestic manufacturers when practicable.

In addition, there are a limited number of manufacturers of the equipment used for home treatment of patients with ventilation respiratory therapy, which has been further exacerbated by Philips Respironics' January 2024 decision to discontinue of many of its respiratory products.

29 unchanged sentences

No assurance can be given that individuals with the required skills will continue employment with us or that replacement personnel with comparable skills can be found.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

We have significant ongoing capital expenditure requirements.

1 unchanged sentence

Our development and the business (including acquisitions) may require additional financing, which may involve high transaction costs, dilution to shareholders, high interest rates or unfavorable terms and conditions.

Failure to obtain sufficient financing may result in the delay or indefinite postponement of our business plans and our business, financial condition, results of operations and prospects may be adversely affected.

Failure to obtain sufficient financing may result in the delay or indefinite postponement of our business plans and our business, financial condition, results of operations and

prospects may be adversely affected.

There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to us.

7 unchanged sentences

Our business is subject to a number of risks and hazards generally.

Such occurrences could result in damage to property, inventory, facilities, personal injury or death, damage to our properties, or the properties of others, monetary losses and possible legal liability.

Such occurrences could result in damage to property, inventory or facilities, personal injury or death, damage to our properties or the properties of others, monetary losses and possible legal liability.

We may be subject to product liability and medical malpractice claims, which may adversely affect our operations.

16 unchanged sentences

The failure of our systems to operate effectively or to integrate with other systems, or a breach in security or other unauthorized access of these systems, may also result in reduced efficiency of our operations and could require significant capital investments to remediate any such failure, problem or breach and to comply with applicable regulations, all of which could adversely affect our business, financial condition and results of operations.

The integration of artificial intelligence (AI) technologies may introduce operational risks and challenges.

While AI technologies, including machine learning and generative AI, offer substantial benefits such as improved efficiency, innovation, and decision-making, they also present several risks.

These include the potential for unintended or biased outcomes, which could lead to operational disruptions, legal liabilities, or damage to our reputation.

The rapid pace of AI development, coupled with the current absence of comprehensive regulatory frameworks, exacerbates these risks.

Furthermore, the misuse or malfunction of AI systems could attract regulatory scrutiny, resulting in potential fines or penalties.

Additionally, competitors who more effectively harness AI may gain a strategic advantage, further impacting our market position.

Failure to effectively mitigate these risks may have an adverse effect on our operations and long-term growth.

Disruptions in the credit and financial markets may have an adverse impact on our ability to obtain capital and financing for our operations.

Market events and conditions, including disruptions in the international credit markets and other financial systems and the deterioration of global economic conditions, could impede our access to capital or increase the cost of capital.

These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations.

These disruptions

could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations.

Access to additional capital may not be available to us on terms acceptable to us, or at all.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

Our strategic growth plan, which involves the acquisition of other businesses, may not succeed.

2 unchanged sentences

As a result, we could be required to incur (and have incurred) expenses for hiring additional qualified personnel, retaining professionals to assist in developing the appropriate control systems and expanding our information technology infrastructure.

If we are unable to effectively manage growth, our financial results could be adversely impacted.Our strategic growth plan contemplates continued growth from future acquisitions of home medical equipment and service providers.

If we are unable to effectively manage growth, our financial results could be adversely impacted.

Our strategic growth plan contemplates continued growth from future acquisitions of home medical equipment and service providers.

We may face increased competition for attractive acquisition candidates, which may limit the number of acquisition opportunities available to us or lead to the payment of higher prices for acquisitions.

24 unchanged sentences

Risks Relating to Government Regulation

Healthcare reform legislation may affect our business.

Healthcare reform legislation and/or executive action may affect our business.

Healthcare reform laws significantly affect the U.S.

4 unchanged sentences

The ultimate content, timing or effect of any healthcare reform legislation and the impact of potential legislation on us is uncertain and difficult, if not impossible, to predict.

That impact may be material to our business, financial condition or results of operations.

Additionally, the new Presidential administration has begun its term with actions aimed at reforming government, including reductions in size and funding for many executive agencies.

It is extremely difficult, if not impossible, to predict whether such actions will target HHS and/or CMS, how they may do so, whether they will be challenged in court, and what the consequences may be for the agencies and for health care providers.

The impact of legislative reform and/or executive action may be material to our business, financial condition or results of operations.

We are subject to extensive federal and state regulation, and if we fail to comply with applicable regulations, we could suffer severe criminal or civil sanctions or be required to make significant changes to our operations that could adversely affect our business, financial condition and operating results.

3 unchanged sentences

If we fail to obtain or maintain any required accreditation, it could have an adverse impact on our business.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

As a healthcare provider participating in governmental healthcare programs, we are subject to laws directed at preventing fraud, waste, and abuse, which subject our marketing, billing, documentation and other practices to government scrutiny.

23 unchanged sentences

Failure to comply with applicable laws, regulations and rules could have a material and adverse effect on our financial condition, results of operations and cash flows.

Furthermore, responding to governmental investigations, audits and reviews can also require us to incur significant legal and document production expenses, regardless of whether the particular investigation, audit or review leads to identification of underlying noncompliance or wrongdoing.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

Furthermore, responding to

governmental investigations, audits and reviews can also require us to incur significant legal and document production expenses, regardless of whether the particular investigation, audit or review leads to identification of underlying noncompliance or wrongdoing.

As a result of increased post-payment reviews of claims we submit to Medicare and Medicaid for our services, we may incur additional costs and may be required to repay amounts already paid to us.

20 unchanged sentences

Delays may result from changes by third-party payors to data submission requirements or requests by fiscal intermediaries for additional data or documentation, among other issues.

If we have information system problems or issues that arise with Medicare or Medicaid or private health insurers, we may encounter delays in our payment cycle.

If we or other providers involved in claims submission reimbursement processes have information system problems or issues that arise with Medicare or Medicaid or private health insurers, we may encounter delays in our payment cycle.

Such timing delays may cause working capital shortages.

For example, the replacement in 2024 of our prior claims submissions clearinghouse due to a cybersecurity incident impacting the clearinghouse has resulted in delayed claims submissions and in a temporary reduction of our operating cash flow and an increase to our accounts receivable.

Working capital management, including prompt and diligent billing and collection, is an important factor in our results of operations and liquidity.

9 unchanged sentences

We believe that this trend will continue and may limit reimbursement for healthcare services.

Additionally, from time to time our contracts with payors are terminated, amended or renegotiated, sometime unilaterally through policies.

Additionally, from time to time our contracts with payors are

terminated, amended or renegotiated, sometime unilaterally through policies.

If insurers or managed care companies from whom we receive substantial payments were to terminate, amend or renegotiate contracts or reduce the amounts they pay for services, our profit margins may decline, or we may lose patients if we choose not to renew our contracts with these insurers at lower rates.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

We face inspections, reviews, audits and investigations under federal and state government programs and contracts.

32 unchanged sentences

We insure some of our risk with respect to security breaches but the occurrence of any of the foregoing events could have a material adverse effect on our business, results of operations and our financial condition.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

Our products may be subject to future rounds of Medicare's Competitive Bidding Program, which may negatively affect our business and financial condition.

31 unchanged sentences

Although we believe our practices are compliant with applicable safe harbors, we cannot assure you that a government regulator will not take the position that some of our practices do not meet all of the narrow criteria of an applicable safe harbor and otherwise violate the Anti-Kickback Statute.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

The Federal False Claims Act prohibits, in part, any person from knowingly presenting or causing to be presented a false claim for payment to the federal government, or knowingly making or causing to be made a false statement to get a false claim paid.

29 unchanged sentences

If we are not included in these programs, or if ACOs establish programs that overlap with our services, we could experience an adverse effect on our operations and financial condition.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

We may be similarly impacted by increased enrollment of Medicare and Medicaid beneficiaries in managed care plans, shifting away from traditional fee-for-service models.

1 unchanged sentence

Insurers may choose to offer supplemental benefits and impose higher plan costs on beneficiaries.

Approximately one half of Medicare beneficiaries were enrolled in a Medicare Advantage plan in 2023;

More than one half of Medicare beneficiaries were enrolled in a Medicare Advantage plan in 2024;

a figure that continues to grow.

17 unchanged sentences

Each of our subsidiaries that employ an average of at least 50 full-time employees in a calendar year are required to offer a minimum level of health coverage for 95% of our full-time employees in 2024 or be subject to an annual penalty.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

Risks Related to our Common Shares

We are an "emerging growth company" and the reduced disclosure requirements applicable to "emerging growth companies" may make our common stock less attractive to investors.

As an “emerging growth company” as defined in the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

We are an emerging growth company until the earliest of:

• December 31, 2024, the last day of the fiscal year following the fifth anniversary of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act;

• the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion or more;

• the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt;

• the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws.

For so long as we remain an “emerging growth company,” we will not be required to:

• have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

• include detailed compensation discussion and analysis in our filings under the Exchange Act and instead may provide a reduced level of disclosure concerning executive compensation;

• hold nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards.

We have elected to take advantage of the extended transition period, which allows us to delay the adoption of new or revised accounting standards until those standards apply to private companies.

As a result of this election, our financial statements may not be comparable to public companies that comply with new or revised accounting standards.

The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act.

In addition, investors may find our common stock less attractive to the extent we rely on the exemptions available to emerging growth companies for so long as we qualify as such.

If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may decline or become more volatile.

If we fail to establish and maintain proper disclosure or internal controls, our ability to produce accurate financial statements and supplemental information, or comply with applicable regulations could be impaired.

2 unchanged sentences

We must maintain effective disclosure controls and procedures.

We must also maintain effective internal control over financial reporting or, at the appropriate time, our independent auditors will be unwilling or unable to provide us with an unqualified report on the effectiveness of our internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act.

Further, as we are no longer an emerging growth company, our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

If we fail to maintain effective controls, investors may lose confidence in our operating results, the price of our common shares could decline and we may be subject to litigation or regulatory enforcement actions.

10 unchanged sentences

and a substantial decline in the price of our common shares that persists for a significant period of time could cause our securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

As a result of any of these factors, the market price of our common shares at any given point in time may not accurately reflect our long-term value.

23 unchanged sentences

public reporting company, and our management is required to devote substantial time to new compliance initiatives.

public reporting company, we will incur, particularly after we are no longer an “emerging growth company,” significant legal, accounting and other expenses.

public reporting company, we will incur significant legal, accounting and other expenses.

In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC and NASDAQ have imposed various requirements on U.S.

3 unchanged sentences

These requirements increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

We no longer qualify as a “smaller reporting company” and, subject to certain exemptions and relief from various reporting requirements that are applicable to emerging growth companies, we will be required to comply with larger company disclosure obligations beginning with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, which may increase our costs and demands on management.

As of June 30, 2023, we determined that we no longer qualify as a “smaller reporting company” and, subject to certain exemptions and relief from various reporting requirements that are applicable to emerging growth companies, we will be required to comply with larger company disclosure obligations beginning with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

The loss of smaller reporting company status and compliance with such larger company disclosure obligations (subject to certain exemptions and relief from various reporting requirements that are applicable to emerging growth companies) may increase our legal and financial compliance costs and cause management and other personnel to divert attention from operational and other business matters to devote additional time to public company reporting requirements.

In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our common shares could decline and we could be subject to sanctions or investigations by the stock exchanges on which our common shares are listed, the SEC or other regulatory authorities, which would require additional financial and management resources.

We no longer qualify as a “smaller reporting company” or an "emerging growth company" which may increase our costs and demands on management.

As of June 30, 2023, we determined that we no longer qualify as a “smaller reporting company”, and we became subject to expanded disclosure requirements, subject to certain exemptions and relief that was applicable to emerging growth companies, beginning with our Quarterly Report on Form 10-Q for the period ended March 31, 2024.

Additionally, we ceased to qualify as an “emerging growth company” on December 31, 2024.

While we qualified as an emerging growth company, we elected to use the extended transition period under the Jumpstart Our Business Startups Act of 2012 to delay the adoption of new or revised accounting standards until those standards were applicable to private companies.

As a result, our historical financial statements may not be comparable to those of companies that fully adopted public company accounting standards on the standard effective dates.

As a result of our ceasing to qualify as an emerging growth company, we are no longer able to take advantage of certain exemptions and relief from disclosure and other requirements that are otherwise applicable generally to SEC reporting companies.

Specifically, we are now required to:

• Provide an auditor attestation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

• Provide audited financial statements for three fiscal years (rather than two);

• Comply with requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• Comply with increased executive compensation disclosure obligations;

• Comply with the requirements on “say-on-pay” and “say-on-frequency” shareholder votes, shareholder approval of golden parachute compensation and pay ratio disclosure.

The loss of smaller reporting company and emerging growth statuses and compliance with such larger company disclosure obligations may increase our legal and financial compliance costs and cause management and other personnel to divert attention from operational and other business matters to devote additional time to public company reporting requirements.

In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our common shares could decline and

we could be subject to sanctions or investigations by the stock exchanges on which our common shares are listed, the SEC or other regulatory authorities, which would require additional financial and management resources.

Because we have no current plans to pay cash dividends on our common shares, investors may not receive any return on their investment unless the value of our common shares appreciates.

5 unchanged sentences

The provisions under Business Corporations Act and other relevant laws may affect the rights of shareholders differently than those of a company governed by the laws of a United States jurisdiction, and may, together with our notice of articles and articles (the “Articles”), have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.

VIEMED HEALTHCARE, INC.

(Tabular amounts expressed in thousands of U.S.

Dollars, except per share amounts)

December 31, 2023 and 2022

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

What changed 10-K

Item 1A. Risk Factors