What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-04 compared with 2025-03-10 · 214 added, 149 removed, 723 unchanged (33% of the section changed)

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Consolidated Balance Sheets

Consolidated Statements of Income and Comprehensive Income

Consolidated Statements of Income

Consolidated Statements of Changes in Shareholders' Equity

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We have audited the accompanying consolidated balance sheets of Viemed Healthcare, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of income changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of certain of the Company's controls as applicable over its estimate of adjustments to rental and sales revenues and net accounts receivable, including internal controls over the Company’s process to develop the assumptions used to estimate the net accounts receivable expected to be collected.

To test the adjustments to rental and sales revenues and net accounts receivable, we performed audit procedures that included, among others, testing management's process for developing the estimate of net accounts receivable, testing the completeness, accuracy, and relevance of the data used;

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2 5,047 4,320

Income tax receivable

Prepaid expenses and other assets

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Equity investments 2 2,794 2,794

Debt investment 2 — 2,219

Deferred tax asset 10 5,289 8,398

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3 58,938 32,989

Other long-term assets 9 — 887

Total long-term assets $ 150,661 $ 124,189

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Accrued liabilities 8

Finance lease liabilities, less current portion

Operating lease liabilities, less current portion

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VIEMED HEALTHCARE, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF INCOME

(Expressed in thousands of U.S.

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Non-operating income and expenses

Income (expense) from investments

Income (loss) from investments

— ( 954 ) 485

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$ 14,934 $ 11,265 $ 10,243

Other comprehensive income

Change in unrealized gain on derivative instruments, net of tax

Other comprehensive income

$ — $ — $ 278

Comprehensive income

$ 11,265 $ 10,243 $ 6,500

Net income per share

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Dollars, except share and per share amounts)

Common Stock Additional paid-in capital Accumulated other comprehensive loss Noncontrolling interest in subsidiary

Common Stock Additional paid-in capital Noncontrolling interest in subsidiary

Total Shareholders'

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( 75,235 ) — — ( 594 ) — ( 594 )

Shares repurchased under the share repurchase program

( 1,794,163 ) — — — ( 9,568 ) — ( 9,568 )

Change in accumulated other comprehensive loss, net of tax — — — 278 — — 278

Net income — — — 10,243 — 10,243

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Shares redeemed to pay income tax ( 142,985 ) — — ( 1,069 ) — ( 1,069 )

Acquired non-controlling interest — — — — 1,800 1,800

Distribution to non-controlling interest — — — — ( 36 ) ( 36 )

Net income — — — 11,265 144 11,409

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Shares redeemed to pay income tax ( 214,568 ) — — ( 1,734 ) — ( 1,734 )

Acquired non-controlling interest

— — — — — 1,800 1,800

Distribution to non-controlling interest

— — — — ( 374 ) ( 374 )

Shares repurchased under the share repurchase program

( 1,976,441 ) ( 13,657 ) 38 — — ( 13,619 )

Net income — — — 14,934 442 15,376

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28,613 25,368 21,862

Change in inventory reserve — — ( 1,418 )

Stock-based compensation expense

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3 ( 26,332 ) ( 2,999 ) ( 28,588 )

Investment in debt security 2 — — ( 2,000 )

Proceeds from sale of debt security

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Proceeds from term notes

6 9,000 — 5,000

Principal payments on term notes

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Payments for debt issuance costs

( 115 ) ( 192 ) —

Shares redeemed to pay income tax 8 ( 1,734 ) ( 1,069 ) ( 594 )

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Distributions to non-controlling interest

( 374 ) ( 36 ) —

Net cash provided by (used in) financing activities

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Cash paid during the period for interest $ 874 $ 950 $ 851

Cash paid (received) during the period for income taxes, net of refunds

Cash paid during the period for income taxes, net of refunds

$ 7,390 $ 6,827 $ 3,566

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Viemed Healthcare, Inc.

(the "Company"), through its subsidiaries, is a provider of home medical equipment and post-acute respiratory healthcare services in the United States.

(the "Company"), through its subsidiaries, is a provider of home medical equipment and post-acute respiratory healthcare services in the United States, with a focus on respiratory, chronic care, and women’s health products and services.

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.

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Kaliste Saloom Road, Lafayette, Louisiana 70508.

The Company’s common shares are traded on the Nasdaq Capital Market under the symbol "VMD".

The Company’s common shares are traded on the Nasdaq Stock Market LLC under the symbol "VMD".

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S.

GAAP and pursuant to the rules and regulations of the SEC.

The accompanying financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC.

In the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary to present fairly the financial position, results of operations, and cash flows have been made.

Prior to December 31, 2024, the Company qualified as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012 (the JOBS Act), and took advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and other exemptions.

As of December 31, 2024, the Company no longer qualified as an emerging growth company, and as a result is no longer exempt from the reporting requirements discussed above.

As of December 31, 2024, the Company no longer qualified as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012 (the JOBS Act), and is therefore no longer eligible for the related scaled disclosure and other reporting accommodations, including the exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

Reporting Currency

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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.

Significant areas requiring the use of management estimates relate to revenue recognition, accounts receivable, income tax provisions, business combinations, and goodwill.

Actual results could differ from these estimates.

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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 CODMs’ primary measure of segment profit or loss is consolidated net income, as presented on the Consolidated Statements of Income.

The CODMs use this measure, together with other consolidated financial information, to assess performance trends, compare actual results to budgets and prior periods, and to allocate resources, including decisions related to personnel, operating infrastructure, capital expenditures, and acquisitions.

In making these decisions, the CODMs review the Company’s results on a consolidated basis and do not evaluate operating results at a lower level.

There are no segment managers who are held accountable by the CODMs, 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.

All expense categories on the Consolidated Statements of Income and Comprehensive Income are significant and there are no other significant segment expenses that require disclosure.

The CODMs do not receive or use additional disaggregated expense information beyond the expense categories presented on the face of the Consolidated Statements of Income for purposes of resource allocation or performance assessment.

As a result, all expense categories on the Consolidated Statements of Income are significant, and there are no other significant segment expenses that require disclosure.

The measure of segment assets is total consolidated assets, including goodwill, as presented on the Consolidated Balance Sheets.

Assets provided to the CODMs are consistent with those reported on the Consolidated Balance Sheets, with particular emphasis on the Company’s available liquidity, including cash, and cash equivalents.

The CODMs do not receive information regarding assets at a lower level, and there are no other significant segment assets that require disclosure.

Cash and Cash Equivalents

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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 $ 2.8 million and $ 1.7 million as of December 31, 2024 and December 31, 2023, respectively.

The balance of the Company’s equity investments was $ 2.8 million as of December 31, 2025 and December 31, 2024.

The Company was not aware of any impairment or observable price change adjustments that needed to be made as of December 31, 2025 on its investments in equity securities without a readily determinable fair value.

Debt Investment

The debt investment presented on the historical Consolidated Balance Sheets was a variable rate secured convertible note, classified as an available-for-sale debt instrument.

Accrued interest was included in the amortized cost basis at each reporting period.

At each financial statement date until a conversion event, the debt instrument was remeasured at fair value.

Changes in unrealized gains and losses were recorded in accumulated other comprehensive income, net of tax effect, until realized.

When changes were determined to be other than temporary, the Company recognized 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.

On October 4, 2024, the Company sold its available-for-sale debt investment.

The sale resulted in proceeds of $ 0.9 million and a gross realized loss of $ 1.4 million, which was recognized in earnings for the year ended December 31, 2024.

The debt instrument is no longer included in the Consolidated Balance Sheet as of December 31, 2024.

Intangible Assets

Intangible assets include trade names and other identifiable intangible assets.

During the year ended December 31, 2024, the Company recorded $ 0.4 million for an indefinite-lived trade name related to the acquisition of HomeMed.

During the year ended December 31, 2023, the Company recorded $ 0.5 million in trade names and $ 0.1 million of other intangibles related to the acquisition of HMP, which are amortized on a straight-line basis over a period of their expected useful lives of five years .

Amortization expense related to identifiable intangible assets, which is included in depreciation and amortization in the accompanying Consolidated Statements of Income and Comprehensive Income, was $ 0.1 million and $ 0.1 million for the years ended December 31, 2024 and December 31, 2023, respectively.

Intangible assets consist primarily of trade names and other identifiable intangible assets.

Definite lived intangible assets are amortized over their estimated useful lives, and amortization expense is included in depreciation and amortization in the accompanying Consolidated Statements of Income.

During the year ended December 31, 2025, the Company recorded a $ 0.6 million definite lived trade name with an estimated useful life of five years in connection with the acquisition of Lehan Drugs, Inc.

During the year ended December 31, 2024, the Company recorded a $ 0.4 million indefinite lived trade name related to the acquisition of East Alabama HomeMed, LLC ("HomeMed").

During the year ended December 31, 2023, the Company recorded $ 0.5 million of definite lived trade names with an estimated useful life of five years related to the acquisition of HMP.

Amortization expense related to definite lived intangible assets was $ 0.2 million and $ 0.1 million for the years ended December 31, 2025 and December 31, 2024, respectively.

The weighted average remaining useful life of definite-lived intangible assets was 3.5 years as of December 31, 2025.

Comprehensive Income

Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

The Company's comprehensive income represents net income adjusted for unrealized gains and losses on derivative instruments, net of tax.

Accumulated other comprehensive loss is presented on the accompanying Consolidated Balance Sheets as a component of shareholders' equity if applicable.

Revenue Recognition

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50,254 30,896 25,770

COVID-19 response sales and services

Service revenues

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Total revenues $ 270,280 $ 224,257 $ 183,008

Revenues from Medicare as a percentage of the Company's traditional revenue streams, excluding COVID-19 response sales and services, for the years ended December 31, 2024, 2023, and 2022 were 41 % , 44 % , and 47 %, respectively.

Revenues from Medicare as a percentage of the Company's total revenue for the years ended December 31, 2025, 2024, and 2023 were 38 % , 41 % , and 44 %, respectively.

Stock-Based Compensation

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For the Company’s phantom share units ("PSUs") settled in cash, the Company computes the fair value of the PSUs 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.

Interest Rate Swaps

The Company utilized an interest rate swap contract to reduce exposure to fluctuations in variable interest rates for future interest payments on the 2019 Term Note (as defined below).

For determining the fair value of the interest rate swap contract, the Company uses significant other observable market data or assumptions (Level 2 inputs) that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk.

These fair value estimates reflect an income approach based on the terms of the interest rate swap contract and inputs corroborated by observable market data including interest rate curves.

The Company presents a positive ending period fair value of the interest rate swap contract in other long-term assets, as a component of long-term assets, and a negative ending period fair value of the interest rate swap contract in accrued liabilities, as a component of long-term liabilities on the Consolidated Balance Sheets.

The Company recognized any differences between the variable interest rate payments and the fixed interest rate settlements from its swap counterparty as an adjustment to interest expense over the life of the swap.

If determined to be an effective cash flow hedge, the Company will record the changes in the estimated fair value of the swaps to accumulated other comprehensive income or loss on the Consolidated Balance Sheets.

To the extent that interest rate swaps are determined to be ineffective, the Company would recognize the changes in the estimated fair value of swaps in interest and other non-operating expenses, net in its Consolidated Statements of Income and Comprehensive Income.

During the year ended December 31, 2022, the Company settled its interest rate swap in connection with the refinancing of its credit facilities and recognized the realized gain of $ 0.2 million in Other Income.

The Company is subject to income taxes in numerous U.S.

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Acquisition related costs are recognized separately from the business combination and are expensed as incurred.

Fair Value Measurements

Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability.

GAAP establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques.

Inputs are classified in Level 1 when valuation is based on quoted prices in active markets for identical assets or liabilities.

Inputs are classified in Level 2 when valuation is based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable, market-corroborated inputs.

Inputs are classified in Level 3 when valuation is based on significant unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to their short-term maturities.

The carrying amounts outstanding under the Company’s credit facilities approximate fair value because the related interest rates are variable and reflective of current market rates.

When estimated, the fair value of the Company’s debt is determined using observable market inputs and is classified within Level 2 of the fair value hierarchy.

Impairment of Goodwill and Long-Lived Assets

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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, 2024, 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.

For the year ended December 31, 2025, 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.

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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.

Diluted net income per common 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.

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

The Company adopted this standard during the year ended December 31, 2024, which did not have a material impact on its consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

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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.

The Company adopted this standard during the year ended December 31, 2025 on a retrospective basis.

Refer to Note 10 “Income Taxes” for further information.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which specifies additional disclosure requirements.

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The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting and disclosure requirements for internal-use software costs.

The amendments remove references to software project development stages and provide updated guidance for assessing whether the probable-to-complete threshold for capitalization has been met.

The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods.

Early adoption is permitted.

The amendments may be applied prospectively, retrospectively, or using a modified prospective approach.

The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

Business Combinations

Lehan Drugs, Inc.

On July 1, 2025, the Company completed the acquisition of 100 % of the outstanding equity interests of Lehan, an Illinois-based provider of home medical equipment.

The acquisition met the definition of a business and was accounted for under the acquisition method of accounting in accordance with ASC 805.

The fair value of the consideration totaled approximately $ 29.2 million.

The following table summarizes the estimated fair values of the consideration paid or payable, assets acquired, and liabilities assumed at the acquisition date (in thousands):

Purchase Price

Cash paid or payable $ 27,451

Contingent consideration

TOTAL CONSIDERATION

Identifiable Assets

Cash and cash equivalents 383

Accounts receivable 1,833

Inventory 786

Prepaid expenses and other assets 176

Property and equipment, net 959

Lease assets 60

Identifiable intangibles 628

TOTAL ASSETS 4,825

Identifiable Liabilities

Trade payables 490

Deferred revenue 467

Accrued liabilities 557

Current portion of lease liabilities 41

Long-term lease liabilities 18

TOTAL LIABILITIES 1,573

Net assets acquired

Resulting goodwill $ 25,949

After the Company’s September 30, 2025 financial statements were issued, management identified and recorded immaterial measurement period adjustments to the provisional amounts recognized for acquired accrued liabilities and deferred revenue, and finalized the net working capital adjustment.

These adjustments resulted in an increase in goodwill.

There was no impact to the Company’s consolidated statements of income for the year ended December 31, 2025.

The results of Lehan’s operations have been included in the Company’s consolidated financial statements since the date of acquisition.

The Company incurred approximately $ 1.1 million of acquisition-related costs during the year ended December 31, 2025, which are included in selling, general and administrative expenses.

Goodwill recognized in this transaction primarily represents the expected realization of operational synergies, the integration of Lehan’s maternal health services within Viemed’s broader clinical platform, and the strategic expansion of the Company’s geographic presence across the Midwest.

All goodwill is expected to be deductible for income tax purposes.

East Alabama HomeMed, LLC

On April 1, 2024, the Company acquired a controlling 60 % equity interest in East Alabama HomeMed, LLC ("HomeMed").

On April 1, 2024, the Company acquired a controlling 60 % equity interest in 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.

The Company determined that its portion of the goodwill is fully tax-deductible.

Additionally, a noncontrolling interest of $ 1.8 million was recorded at the acquisition date.

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Home Medical Products, Inc.

On June 1, 2023, the Company completed the acquisition of HMP, which operates in Tennessee, Alabama, and Mississippi.

On June 1, 2023, 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.

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All of the goodwill is deductible for income tax purposes.

There are no contingent consideration arrangements included in the transaction.

There were no contingent consideration arrangements included in the transaction.

The results of HMP’s operations have been included in the consolidated financial statements since the date of acquisition.

There were no acquisitions during the year ended December 31, 2022.

Property and Equipment

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Depreciation in the amount of $ 27.1 million, $ 23.9 million, and $ 20.5 million is included in cost of revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

Medical equipment purchases with a cost of $ 2.2 million and $ 1.4 million were included in accounts payable at December 31, 2024 and 2023, respectively.

Current Liabilities

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Current portion of phantom share liability 1,650 1,701

Acquisition-related contingent consideration

Accrued other liabilities 5,034 3,422

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$ 11,291 $ 3,589

2018 Senior Credit Facility

On February 20, 2018, the Company entered a Commercial Business Loan Agreement (the "2018 Senior Credit Facility") that provided for Term Loans and Lines of Credit with Hancock Whitney Bank.

Until November 29, 2022, the Company maintained a line of credit in the amount of $ 30.0 million under the 2018 Senior Credit Facility.

On May 30, 2019, the Company entered into a term note (“Building Term Note”) under the 2018 Senior Credit Facility in the principal amount of $ 4.8 million.

The proceeds of the Building Term Note were used to purchase the Company's corporate headquarters.

In connection with the Building Term Note, the Company entered into an interest rate swap transaction ("Interest Rate Swap Transaction") with Hancock Whitney Bank effectively fixing the interest rate for the Building Term Note at 4.68 %.

On September 19, 2019, the Company entered into an additional loan agreement providing for a term note (the “2019 Term Note") under the 2018 Senior Credit Facility in the principal amount of $ 5.0 million and bearing an annual interest rate of 4.60 %.

The proceeds of the 2019 Term Note were utilized for general corporate purposes.

The 2019 Term Note matured on September 19, 2022 at which time the entire unpaid balance of principal and interest was repaid in full.

In connection with the entry in to the 2022 Senior Credit Facilities on November 29, 2022, the Company retired the 2018 Senior Credit Facility, and repaid all outstanding interest and principal in full.

2022 Senior Credit Facilities

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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.

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.

Financing costs related to the 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 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 2022 Senior Credit Facilities was $ 0.2 million during the year ended December 31, 2024 .

On May 28, 2024, the Company entered into a First Amendment to the 2022 Senior Credit Facilities that (a) extended the delayed draw term loan commitment expiration date to November 29, 2025, from its initial expiration date of May 29, 2024, and (b) provided for other technical amendments.

On June 6, 2025, the Company entered into a Second Amendment to the 2022 Senior Credit Facilities that (a) increased the permitted amount of restricted payments that may be made by the Company and its subsidiaries subject to specified conditions, and (b) made other conforming and administrative changes.

On November 7, 2025, the Company entered into a Third Amendment to the 2022 Senior Credit Facilities that, among other things, (a) further extended the delayed draw term loan commitment expiration date from November 29, 2025 to November 29, 2026 and (b) included other technical amendments.

Medical Equipment Financing

The Company enters into medical equipment financing obligations through supplier finance programs.

The Company periodically 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.

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Present value of lease liabilities $ 3,567

Operating rental expenses for the years ended December 31, 2024, 2023, and 2022 amounted to $ 1,484,000 , $ 999,000 , and $ 539,000 , respectively.

Operating rental expenses for the years ended December 31, 2025, 2024, and 2023 amounted to $ 1.8 million , $ 1.5 million, and $ 1.0 million, respectively.

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.

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:

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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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company measures certain assets and liabilities 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 December 31, 2024 and December 31, 2023:

The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024:

At December 31, 2025

(In thousands) Level 1 Level 2 Level 3 Total

Recurring Fair Value Measurements:

Money market mutual funds $ 6,303 $ — $ — $ 6,303

Total $ 10,582 $ — $ — $ 10,582

Acquisition-related contingent consideration

$ — $ — $ 1,750 $ 1,750

At December 31, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Recurring Fair Value Measurements:

Money market mutual funds $ 10,582 $ — $ — $ 10,582

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.

On October 4, 2024, the Company sold its available-for-sale debt investment.

The sale resulted in proceeds of $ 0.9 million and a gross realized loss of $ 1.4 million, which was recognized in earnings for the year ended December 31, 2024.

The debt instrument is no longer included in the Consolidated Balance Sheet as of December 31, 2024.

Assets Measured at Fair Value on a Nonrecurring Basis

The Company measures certain assets at fair value on a nonrecurring basis.

Acquisition-Related Contingent Consideration

The Company estimates the fair value of acquisition-related contingent consideration liabilities using the income approach, based on a probability-weighted discounted cash flow model.

Because this valuation relies on significant inputs that are not observable in active markets, it is classified as a Level 3 fair value measurement.

Level 3 instruments are valued using unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The Company reassesses the fair value of acquisition-related contingent consideration each reporting period, and any changes in estimated fair value are recognized in Other expense (income) in the Consolidated Statements of Income.

At December 31, 2025, contingent consideration liabilities of $ 1.8 million were included in accrued liabilities in the Consolidated Balance Sheets.

There were no changes in fair value or payments related to contingent consideration during the year ended December 31, 2025.

At December 31, 2024, the Company had no contingent consideration liabilities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company measures certain assets and liabilities at fair value on a nonrecurring basis.

These assets include other equity investments and the fair value allocation related to the Company’s acquisitions.

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The authorized stock consists of an unlimited number of common shares with no stated par value, of which 38,019,082 and 39,132,897 shares were issued and outstanding as of December 31, 2025 and 2024, respectively.

The Company acquired and cancelled 142,985 common shares at a cost of $ 1.1 million to satisfy employee income tax withholding associated with RSUs vesting during the year ended December 31, 2024.

The Company’s retained earnings were reduced by the amount paid for the shares repurchased and cancelled.

For the year ended December 31, 2025, the Company repurchased and canceled 1,976,441 common shares at a cost of $ 13.6 million pursuant to the 2025 Share Repurchase Program.

The Company also acquired and cancelled 214,568 common shares at a cost of $ 1.7 million to satisfy employee income tax withholding associated with RSUs vesting during the year ended December 31, 2025.

The Company’s retained earnings were reduced by the direct costs of the shares repurchased and cancelled.

Stock-Based Compensation

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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.

Awards include common share purchase options, restricted stock, stock appreciation rights, performance awards, or other stock-based awards, including RSUs, deferred stock units, and dividends and dividend equivalents.

On June 5, 2025, the Company's shareholders approved the first amendment to the 2024 Omnibus Plan, increasing the aggregate number of common shares authorized for issuance.

Following this amendment, 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), is 7,904,769 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 December 31, 2024, the Company had outstanding options of 3,917,000 and restricted stock units ("RSUs") of 1,514,000 associated with common shares under the existing plans.

As of December 31, 2025, the Company had outstanding options of 3,538,000 and RSUs of 2,134,000 associated with common shares under the existing plans.

The following table summarizes stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 (in thousands):

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Total $ 9,132 $ 6,285 $ 5,849

At December 31, 2024, there was approximately $ 6,000 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 0.39 years.

As of December 31, 2024, there was approximately $ 4,015,000 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 1.38 years.

At December 31, 2025, there was no remaining unrecognized pre-tax stock option expense under the Company’s equity compensation plans.

As of December 31, 2025, there was approximately $ 5.9 million of total unrecognized pre-tax compensation expense related to outstanding time-based RSUs that is expected to be recognized over a weighted average period of 1.43 years.

The following table summarizes stock option activity for the years ended December 31, 2025, 2024 and 2023:

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Balance December 31, 2022 4,497 $ 5.26 6.9 years $ 11,356

Issued 764 5.29

Exercised ( 246 ) 5.42

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(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 ($ 7.43 , $ 8.02 and $ 7.85 on December 31, 2025, 2024 and 2023, respectively).

The aggregate intrinsic value of options outstanding was $ 10,984,000 and options exercisable were $ 10,369,000 at December 31, 2024.

The aggregate intrinsic value of options outstanding and options exercisable was $ 8.0 million at December 31, 2025.

During the fiscal years ended December 31, 2025, 2024 and 2023, 352,823 , 281,121 and 246,022 common shares were issued pursuant to the exercise of stock options, respectively.

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At December 31, 2024, the Company had 3,691,000 exercisable stock options outstanding with a weighted average exercise price of $ 5.37 and a weighted average remaining contractual life of 4.9 years.

The fair value of the stock options has been charged to the Consolidated Statements of Income and Comprehensive Income and credited to additional paid-in capital over the vesting period, using the grant date fair value based on the Black-Scholes option pricing model.

The fair value of the stock options has been charged to the Consolidated Statements of Income and credited to additional paid-in capital over the vesting period, using the 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.

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The Company accounts for RSUs using fair value.

The fair value of the RSUs has been charged to the Consolidated Statements of Income and Comprehensive Income and credited to additional paid-in capital over the vesting period, based on the stock price on the date of grant.

The fair value of the RSUs has been charged to the Consolidated Statements of Income and credited to additional paid-in capital over the vesting period, based on the stock price on the date of grant.

RSUs vest generally over a one or three-year period.

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Vested ( 286 ) 5.82

Forfeited ( 38 ) 6.98

Balance December 31, 2023 1,226 $ 7.23 0.86 years $ 9,624

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Vested ( 489 ) 7.07

Forfeited ( 138 ) 7.84

Balance December 31, 2024 1,514 $ 7.80 1.38 years $ 12,141

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Vested ( 724 ) 7.44

Forfeited ( 79 ) 7.95

Balance December 31, 2025 2,134 $ 8.07 1.43 years $ 15,857

(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 ($ 7.43 , $ 8.02 and $ 7.85 on December 31, 2025, 2024 and 2023, respectively) .

During the year ended December 31, 2024, the Company issued 915,043 RSUs, with a vesting term of one or three years and a fair value betwee n $ 7.05 and $ 8.39 per share.

During the year ended December 31, 2023, the Company issued 920,588 RSUs, with a vesting term of one to three years and a fair value betwe en $ 7.10 and $ 7.93 per share.

During the year ended December 31, 2022, the Company issued 580,962 RSUs, with a vesting term of one to three years and a fair value betwe en $ 5.21 and $ 6.34 per share.

During the year ended December 31, 2025, the Company issued 1,422,873 RSUs, with a vesting term of one or three years and a weighted-average fair value between $ 6.37 and $ 8.15 per share.

During the year ended December 31, 2024, the Company issued 915,043 RSUs, with a vesting term of one to three years and a fair value between $ 7.05 and $ 8.39 per share.

During the year ended December 31, 2023, the Company issued 920,588 RSUs, with a vesting term of one to three years and a fair value between $ 7.10 and $ 7.93 per share.

Phantom Share Units

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PSUs 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.

PSUs vest annually over a three-year period.

PSUs vest generally over a one or three-year period.

The cash-settled PSUs 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 PSU activity for the years ended December 31, 2025, 2024 and 2023:

Number of phantom share units (000's) Value of share equivalents (1)

Number of phantom share units (000's)

Value of share equivalents (1)

Balance December 31, 2022 513 $ 3,878

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The market price of the Company's common shares was $ 7.43 , $ 8.02 and $ 7.85 on December 31, 2025, 2024 and 2023, respectively.

The change in fair value of the PSUs has been charged to the Consolidated Statements of Income and Comprehensive Income and recorded as a liability included in accrued liabilities and long-term accrued liabilities.

The total liability associated with PSUs at December 31, 2024 is $ 2,546,000 , with $ 1,700,000 of this amount included in current accrued liabilities and the remaining portion of $ 846,000 included in long-term accrued liabilities.

At December 31, 2023, the total liability associated with PSUs was $ 2,425,000 , with $ 1,867,000 of this amount included in current accrued liabilities and the remaining portion of $ 558,000 included in long-term accrued liabilities.

The impact associated with the fair value re-measurement of PSUs is recorded in selling, general and administrative expenses within the Consolidated Statements of Income and Comprehensive Income.

The change in fair value of the PSUs has been charged to the Consolidated Statements of Income and recorded as a liability included in accrued liabilities and long-term accrued liabilities.

The total liability associated with PSUs at December 31, 2025 is $ 2.6 million, with $ 1.7 million of this amount included in current accrued liabilities and the remaining portion of $ 0.9 million included in long-term accrued liabilities.

At December 31, 2024, the total liability associated with PSUs was $ 2.5 million, with $ 1.7 million of this amount included in current accrued liabilities and the remaining portion of $ 0.8 million included in long-term accrued liabilities.

The impact associated with the fair value re-measurement of PSUs is recorded in selling, general and administrative expenses within the Consolidated Statements of Income.

The following table summarizes expense associated with the PSUs for the years ended December 31, 2025, 2024 and 2023:

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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.

Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a balance sheet approach to calculating deferred income taxes.

Income taxes are accounted for in accordance with the provisions of ASC Topic 740, which requires, among other things, a balance sheet approach to calculating deferred income taxes.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its consolidated financial statements or tax returns.

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Such adjustment may have a material impact on the Company’s income tax provision and results of operations.

At December 31, 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 domiciled in Canada and files income tax returns in Canada, the United States, and various U.S.

state jurisdictions.

Substantially all of the Company’s operations and taxable income are generated in the United States.

In fiscal year 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures , which requires enhanced disaggregation and presentation of income tax information, including disclosures based on the Company’s jurisdiction of domicile.

The adoption of this standard impacted the presentation and disclosure of income taxes but did not affect the Company’s consolidated results of operations, financial position, or cash flows.

At December 31, 2025 and 2024, the Company had no amounts recorded for unrecognized tax benefits.

The Company recognizes interest and penalties related to income tax matters within income tax expense.

The Company is generally not subject to examination by taxing authorities for years prior to 2022.

A reconciliation of the effective tax rate with the federal statutory tax rate for the years ended December 31, 2024, 2023, and 2022 are as follows:

Effective Tax Rate Reconciliation

A reconciliation of the Canadian federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2025, 2024, and 2023 is as follows:

December 31, 2025 December 31, 2024 December 31, 2023

Federal statutory tax rate

Canadian federal statutory income tax rate

15.0 % 15.0 % 15.0 %

State income taxes, net of federal benefit

Provincial and local income taxes (Canada), net of federal tax effect

Foreign tax effects

United States federal statutory rate differential

6.0 % 6.0 % 6.0 %

Permanent differences 5.1 % 3.6 % 4.8 %

Prior Year True Ups — % 0.4 % 1.7 %

Tax rate changes

United States state income taxes

3.4 % 2.5 % 3.8 %

Changes in valuation allowance for deferred tax assets — % — % 0.2 %

Effective tax rate

Effect of changes in tax laws or rates enacted in the current period

— % 0.8 % — %

Effect of cross-border tax laws

Changes in valuation allowances

— % — % ( 0.1 ) %

Nontaxable or nondeductible items

Share-based payment awards

( 0.5 ) % ( 1.5 ) % ( 0.6 ) %

Executive Compensation Limitation 5.1 % 4.9 % 2.2 %

0.4 % 1.7 % 2.5 %

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate 29.4 % 29.4 % 28.8 %

The Canadian federal statutory income tax rate is used as the starting point for the effective tax rate reconciliation because Canada is the Company’s jurisdiction of domicile.

Substantially all of the Company’s taxable income is earned in the United States.

Accordingly, U.S.

federal and state income taxes are presented as foreign tax effects.

United States state income taxes exceeded the quantitative threshold for separate disclosure and are therefore presented separately within foreign tax effects.

Provision for Income Taxes

The significant components of the provision for income taxes for the years ended December 31, 2025, 2024, and 2023 are as follows:

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Current taxes:

Federal $ 7,310 $ 4,242 $ 614

State 1,291 1,345 408

Federal (Canada)

Provincial (Canada)

Foreign (United States federal)

2,282 7,310 4,242

Foreign state (United States)

1,000 1,291 1,345

Total current taxes $ 3,282 $ 8,601 $ 5,587

Deferred taxes:

Federal $ ( 3,408 ) $ ( 991 ) $ 1,660

State ( 432 ) ( 448 ) 86

Federal (Canada)

Provincial (Canada)

Foreign (United States federal)

2,963 ( 3,408 ) ( 991 )

Foreign state (United States)

146 ( 432 ) ( 448 )

Total deferred taxes $ 3,109 $ ( 3,840 ) $ ( 1,439 )

Provision for income taxes $ 6,391 $ 4,761 $ 4,148

Income (Loss) from Continuing Operations Before Income Taxes

The Company did not generate any income (loss) from continuing operations before income taxes in its jurisdiction of domicile, Canada, for the years ended December 31, 2025, 2024, and 2023.

Substantially all income from continuing operations before income taxes was generated in the United States.

Income Taxes Paid

Income taxes paid (net of refunds received) were as follows for the years ended December 31, 2025, 2024, and 2023:

December 31, 2025 December 31, 2024 December 31, 2023

Federal (Canada) $ — $ — $ —

Provincial (Canada) — — —

Foreign (United States federal) 5,885 5,506 3,131

Foreign state (United States)

1,505 1,321 435

Total income taxes paid

$ 7,390 $ 6,827 $ 3,566

Income taxes paid (net of refunds received) exceeded 5 percent of total income taxes paid in the following jurisdictions during the year ended December 31, 2025:

United States (federal).

No individual U.S.

state jurisdiction exceeded the quantitative threshold for separate disclosure, and U.S.

state income taxes paid are presented in the aggregate.

Deferred Income Taxes

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Capital loss carryover

Investments 31 247

Other 218 193

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Anti-dilutive shares excluded from the calculation consisted of dilutive employee stock options and RSUs that were de minimis in all periods presented.

Subsequent Events

On March 4, 2026, the Company’s Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase shares of its common stock from time to time in open market transactions, privately negotiated transactions, or by other means in accordance with applicable securities laws.

The authorization permits the repurchase of up to 1,930,131 shares and is effective through March 2027, unless earlier terminated or modified by the Board of Directors.

The share repurchase program does not obligate the Company to acquire any specific number of shares, and it may be suspended, modified, or discontinued at any time at the Company’s discretion.

No shares had been repurchased under the program as of the date of issuance of these consolidated financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data