Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F-2
Consolidated Balance Sheets
F-4
Consolidated Statements of Income
F-5
Consolidated Statements of Changes in Shareholders' Equity
F-6
Consolidated Statements of Cash Flows
F-7
Notes to the Financial Statements
F-8
Page F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Viemed Healthcare, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Viemed Healthcare, Inc. (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. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 4, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Page F-2
Revenue and Accounts Receivable, net
Description of the Matter
As described in Note 2 to the consolidated financial statements, the Company records accounts receivable and revenues for rentals and sales based upon contractually agreed-upon rates, reduced by adjustments for estimated probable collectability losses related to rental revenues and variable consideration for implicit price concessions related to sales revenues. The adjustments to revenue and accounts receivables are estimated 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 recognized $245.4 million in rental and sales revenues for the year ended December 31, 2025 and recorded $25.6 million in accounts receivable, net at December 31, 2025.
Auditing the Company's estimate of the adjustments to rental and sales revenues and net accounts receivable was judgmental due to the subjectivity in assessing the appropriateness of the assumptions made by management. Those assumptions include an expectation that the Company’s collection of accounts receivables will be consistent with historical collections experience adjusted for consideration of current or forecasted conditions that may affect the Company’s expected collectable amount.
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; and evaluating significant assumptions used by management, including assessing the Company’s expected collection rates based on historical experience, adjusted for consideration of current or forecasted conditions. For example, we compared management’s prior year estimated net accounts receivable to actual amounts collected during the current year, and reviewed trends in management’s estimate over time. We also performed a predictive analytical procedure by utilizing prior year hindsight results to develop an expectation of current year net accounts receivable. Additionally, we performed a sensitivity analysis to evaluate the changes in rental and sales revenue and net accounts receivable that would result from changes in assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2019.
New Orleans, Louisiana
March 4, 2026
Page F-3
VIEMED HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars, except outstanding shares)
Note At
December 31, 2025 At
December 31, 2024
ASSETS
Current assets
Cash and cash equivalents 2 $ 13,501 $ 17,540
Accounts receivable, net
2 25,586 24,911
Inventory
2 5,047 4,320
Income tax receivable
227 —
Prepaid expenses and other assets
4,132 6,109
Total current assets $ 48,493 $ 52,880
Long-term assets
Property and equipment, net 4 78,775 76,279
Finance lease right-of-use assets
— 50
Operating lease right-of-use assets
3,580 2,831
Equity investments 2 2,794 2,794
Deferred tax asset 10 5,289 8,398
Identifiable intangibles, net
2 1,285 848
Goodwill
3 58,938 32,989
Total long-term assets $ 150,661 $ 124,189
TOTAL ASSETS $ 199,154 $ 177,069
LIABILITIES
Current liabilities
Trade payables $ 7,333 $ 5,322
Deferred revenue 7,520 6,694
Income taxes payable
— 3,883
Accrued liabilities 5
23,910 20,157
Finance lease liabilities, current portion
6
— 50
Operating lease liabilities, current portion
6
1,203 811
Current portion of long-term debt
6
1,090 409
Total current liabilities $ 41,056 $ 37,326
Long-term liabilities
Accrued liabilities 8
922 846
Operating lease liabilities, less current portion
6
2,364 2,007
Long-term debt 6
11,291 3,589
Total long-term liabilities $ 14,577 $ 6,442
TOTAL LIABILITIES $ 55,633 $ 43,768
Commitments and Contingencies — —
SHAREHOLDERS' EQUITY
Common stock - No par value: unlimited authorized; 38,019,082 and 39,132,897 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
8
16,912 23,365
Additional paid-in capital 21,742 18,337
Retained earnings 102,891 89,691
TOTAL VIEMED HEALTHCARE, INC.'S SHAREHOLDERS' EQUITY
$ 141,545 $ 131,393
Noncontrolling interest in subsidiary
1,976 1,908
TOTAL SHAREHOLDERS' EQUITY 143,521 133,301
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 199,154 $ 177,069
See accompanying notes to the consolidated financial statements
Page F-4
VIEMED HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
Year Ended December 31,
Note 2025 2024 2023
Revenue 2 $ 270,280 $ 224,257 $ 183,008
Cost of revenue 114,822 91,054 70,225
Gross profit $ 155,458 $ 133,203 $ 112,783
Operating expenses
Selling, general and administrative 121,366 106,199 87,884
Research and development 3,017 3,068 2,782
Stock-based compensation 8 9,132 6,285 5,849
Depreciation and amortization
1,485 1,483 1,391
Loss (gain) on disposal of property and equipment
( 2,239 ) ( 1,905 ) 645
Other expense (income), net
( 252 ) 173 ( 98 )
Income from operations $ 22,949 $ 17,900 $ 14,330
Non-operating income and expenses
Income (loss) from investments
— ( 954 ) 485
Interest expense, net
6 ( 1,182 ) ( 776 ) ( 424 )
Net income before taxes 21,767 16,170 14,391
Provision for income taxes 10 6,391 4,761 4,148
Net income $ 15,376 $ 11,409 $ 10,243
Net income attributable to noncontrolling interest
442 144 —
Net income attributable to Viemed Healthcare, Inc.
$ 14,934 $ 11,265 $ 10,243
Net income per share
Basic 11 $ 0.38 $ 0.29 $ 0.27
Diluted 11 $ 0.37 $ 0.28 $ 0.25
Weighted average number of common shares outstanding:
Basic 11 38,895,228 38,754,893 38,354,071
Diluted 11 40,823,823 40,805,085 40,378,922
See accompanying notes to the consolidated financial statements
Page F-5
VIEMED HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
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 — — 1,165 — — 1,165
Stock-based compensation - restricted stock — — 4,684 — — 4,684
Exercise of options 246,022 1,303 — — — 1,303
Shares issued for vesting of restricted stock units 285,635 2,276 ( 2,276 ) — — —
Shares redeemed to pay income tax
( 75,235 ) — — ( 594 ) — ( 594 )
Net income — — — 10,243 — 10,243
Shareholders' equity, December 31, 2023
38,506,161 $ 18,702 $ 15,698 $ 79,495 $ — $ 113,895
Stock-based compensation - options — — 269 — — 269
Stock-based compensation - restricted stock — — 6,016 — — 6,016
Exercise of options 281,121 1,017 — — — 1,017
Shares issued for vesting of restricted stock units 488,600 3,646 ( 3,646 ) — — —
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
Shareholders' equity, December 31, 2024
39,132,897 $ 23,365 $ 18,337 $ 89,691 $ 1,908 $ 133,301
Stock-based compensation - options — — 25 — — 25
Stock-based compensation - restricted stock — — 9,107 — — 9,107
Exercise of options 352,823 1,439 — — — 1,439
Shares issued for vesting of restricted stock units 724,371 5,765 ( 5,765 ) — — —
Shares redeemed to pay income tax ( 214,568 ) — — ( 1,734 ) — ( 1,734 )
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
Shareholders' equity, December 31, 2025
38,019,082 $ 16,912 $ 21,742 $ 102,891 $ 1,976 $ 143,521
See accompanying notes to the consolidated financial statements
Page F-6
VIEMED HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
Year Ended December 31,
Note 2025 2024 2023
Cash flows from operating activities
Net income $ 15,376 $ 11,409 $ 10,243
Adjustments for:
Depreciation and amortization
28,613 25,368 21,862
Stock-based compensation expense
8 9,132 6,285 5,849
Distributions of earnings received from equity method investments — 147 980
Income from equity method investments — ( 261 ) ( 485 )
Loss (income) from debt investment
— 1,344 ( 219 )
Loss (gain) on disposal of property and equipment
( 2,239 ) ( 1,905 ) 645
Amortization of deferred financing costs
228 187 —
Deferred income tax expense (benefit)
3,109 ( 3,840 ) ( 1,439 )
Changes in working capital:
Accounts receivable, net
1,158 ( 6,073 ) ( 1,058 )
Inventory
59 574 ( 472 )
Prepaid expenses and other assets
( 503 ) 544 2,176
Trade payables
479 359 ( 859 )
Deferred revenue
359 364 851
Accrued liabilities
255 2,857 4,959
Income tax payable/receivable
( 4,110 ) 1,730 2,179
Net cash provided by operating activities $ 51,916 $ 39,089 $ 45,212
Cash flows from investing activities
Purchase of property and equipment 4 ( 39,985 ) ( 37,771 ) ( 26,093 )
Investment in equity investments 2 — ( 1,000 ) ( 20 )
Cash paid for acquisitions, net of cash acquired
3 ( 26,332 ) ( 2,999 ) ( 28,588 )
Proceeds from sale of debt security
— 750 —
Proceeds from sale of property and equipment 4 16,151 10,321 2,588
Net cash used in investing activities $ ( 50,166 ) $ ( 30,699 ) $ ( 52,113 )
Cash flows from financing activities
Proceeds from exercise of options 8 1,439 1,017 1,303
Proceeds from term notes
6 9,000 — 5,000
Principal payments on term notes
6 ( 730 ) ( 1,071 ) ( 3,721 )
Proceeds from revolving credit facilities
6 13,000 3,000 8,000
Principal payments on revolving credit facilities
6 ( 13,000 ) ( 5,000 ) ( 7,005 )
Payments for debt issuance costs
( 115 ) ( 192 ) —
Shares redeemed to pay income tax 8 ( 1,734 ) ( 1,069 ) ( 594 )
Shares repurchased under the share repurchase program 8 ( 13,225 ) — —
Repayments of finance lease liabilities
( 50 ) ( 338 ) ( 157 )
Distributions to non-controlling interest
( 374 ) ( 36 ) —
Net cash provided by (used in) financing activities
$ ( 5,789 ) $ ( 3,689 ) $ 2,826
Net increase (decrease) in cash and cash equivalents
( 4,039 ) 4,701 ( 4,075 )
Cash and cash equivalents at beginning of year 17,540 12,839 16,914
Cash and cash equivalents at end of period $ 13,501 $ 17,540 $ 12,839
Supplemental disclosures of cash flow information
Cash paid during the period for interest $ 874 $ 950 $ 851
Cash paid during the period for income taxes, net of refunds
$ 7,390 $ 6,827 $ 3,566
Supplemental disclosures of non-cash transactions
Non-cash change in debt from the reclassification of debt issuance costs
6 $ — $ — $ ( 594 )
Net non-cash changes to operating lease
$ — $ — $ ( 41 )
Equipment and other fixed asset purchases payable at end of period
$ 3,221 $ 2,179 $ 1,396
Equipment sales receivable at end of period
$ — $ 2,844 $ —
Non-cash consideration received for sale of debt security
$ — $ 125 $ —
See accompanying notes to the consolidated financial statements
Page F-7
VIEMED HEALTHCARE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
Notes to Consolidated Financial Statements
1. Nature of Business and Operations
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, 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. 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’s common shares are traded on the Nasdaq Stock Market LLC under the symbol "VMD".
2. Summary of Significant Accounting Policies
Basis of Presentation
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.
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
All values are in U.S. dollars ($ or "USD").
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.
Page F-8
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, business combinations, and goodwill. Actual results could differ from these estimates.
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. 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. 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
Cash and cash equivalents consist of cash and temporary investments with an original maturity of three months or less that are readily convertible to known amounts of cash that are subject to insignificant risk or change. At December 31, 2025 and 2024, the Company's cash was held primarily in checking and money market accounts. Cash and cash equivalents consist of the following at December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Cash $ 7,198 $ 6,958
Money market accounts 6,303 10,582
Total cash and cash equivalents $ 13,501 $ 17,540
Accounts Receivable
Accounts receivable and revenues are based on contractually agreed-upon rates for services provided, reduced by estimated adjustments. The accounts receivable are presented on the Consolidated Balance Sheets net of adjustments, including variable consideration for implicit price concessions related to sales revenues and an estimate for probable losses related to net rental revenues. 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.
Page F-9
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.
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 December 31, 2025 are amounts due from Medicare representing 25 % of total outstanding net receivables. As of December 31, 2024, 27 % 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 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.
The estimated useful lives of the property and equipment are as follows:
Description Estimated Useful Lives
Medical Equipment 1 - 10 Years
Computer Equipment 5 Years
Office Furniture & Fixtures 5 - 10 Years
Leasehold Improvements Shorter of Useful Life or Lease
Vehicles 5 Years
Buildings 15 - 39 Years
Land Indefinite Life
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.
Equity Investments
Equity investments on the 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 $ 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.
Page F-10
Intangible Assets
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. ("Lehan"). 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.
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. 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.
Page F-11
The revenues from each major source are summarized in the following table:
Year Ended December 31,
2025 2024 2023
Revenue from rentals
Ventilator rentals, non-invasive and invasive $ 136,749 $ 124,577 $ 108,258
Other home medical equipment rentals
58,386 48,651 38,315
Revenue from sales and services
Equipment and supply sales
50,254 30,896 25,770
Service revenues
24,891 20,133 10,665
Total revenues $ 270,280 $ 224,257 $ 183,008
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
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 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 ("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.
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 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 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.
Page F-12
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.
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
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, 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.
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 recognized during the years ended December 31, 2025, 2024, and 2023.
Page F-13
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 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.
See Note 11 for earnings per share computations.
Recently Adopted Accounting Pronouncements
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 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. The new guidance requires additional disclosures, including the composition of certain income expense line items (such as purchases of inventory, employee compensation, and 'other expenses') and a separate disclosure for selling expenses. This change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however, early adoption is permitted. 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.
Page F-14
3. 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
1,750
TOTAL CONSIDERATION
29,201
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
3,252
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.
Page F-15
East Alabama HomeMed, LLC
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 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. 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, 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. 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 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.
Page F-16
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:
December 31, 2025 December 31, 2024
Medical equipment $ 121,307 $ 116,938
Furniture and equipment 5,215 4,523
Land 2,566 2,566
Buildings 8,492 8,307
Leasehold improvements 717 660
Vehicles 1,398 1,288
Less: Accumulated depreciation ( 60,920 ) ( 58,003 )
Property and equipment, net of accumulated depreciation
$ 78,775 $ 76,279
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.
5. Current Liabilities
The Company’s short-term accrued liabilities are included within current liabilities and consist of the following:
December 31, 2025 December 31, 2024
Accrued trade payables $ 4,995 $ 4,016
Accrued commissions payable 977 1,027
Accrued bonuses payable 4,858 6,589
Accrued vacation and payroll 4,646 3,402
Current portion of phantom share liability 1,650 1,701
Acquisition-related contingent consideration
1,750 —
Accrued other liabilities 5,034 3,422
Total accrued liabilities $ 23,910 $ 20,157
6. Debt and Lease Liabilities
Debt
The following table summarizes the Company’s debt as of December 31, 2025 and December 31, 2024:
December 31, 2025 December 31, 2024
2022 Senior Credit Facilities
$ 12,867 $ 4,563
Medical equipment financing
— 34
Financing costs and commitment fees
( 486 ) ( 599 )
Current portion
( 1,090 ) ( 409 )
Long-term portion
$ 11,291 $ 3,589
Page F-17
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, will 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 December 31, 2025.
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.
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) 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.
Page F-18
Medical Equipment Financing
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.
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:
December 31, 2025 December 31, 2024
Lease liabilities $ 3,567 $ 2,868
Less:
Current portion of lease liabilities ( 1,203 ) ( 861 )
Net long-term lease liabilities $ 2,364 $ 2,007
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 their present value using a discount rate ranging from 5.50 % to 7.87 %, based on the Company's incremental borrowing rate at the time of assessment. At December 31, 2025, the weighted average lease term was approximately 3.17 years.
Future maturities of the Company's operating lease liabilities as of December 31, 2025 are summarized as follows:
Lease Liability
2026 $ 1,442
2027 1,194
2028 957
2029 296
2030 167
Total lease payments $ 4,056
Less: imputed interest $ 489
Present value of lease liabilities $ 3,567
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.
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.
Page F-19
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 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
Assets:
Money market mutual funds $ 6,303 $ — $ — $ 6,303
Liabilities:
Acquisition-related contingent consideration
$ — $ — $ 1,750 $ 1,750
At December 31, 2024
(In thousands) Level 1 Level 2 Level 3 Total
Assets:
Money market mutual funds $ 10,582 $ — $ — $ 10,582
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.
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.
Page F-20
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.
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 38,019,082 and 39,132,897 shares were issued and outstanding as of December 31, 2025 and 2024, respectively.
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
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 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, 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):
Year Ended December 31,
2025 2024 2023
Stock-based compensation - options $ 25 $ 269 $ 1,165
Stock-based compensation - restricted stock units 9,107 6,016 4,684
Total $ 9,132 $ 6,285 $ 5,849
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.
Page F-21
Options
The following table summarizes stock option activity for the years ended December 31, 2025, 2024 and 2023:
Number of options
(000's) Weighted average exercise price (1)
Weighted average remaining contractual life Aggregate intrinsic value (2)
Balance December 31, 2022 4,497 $ 5.26 6.9 years $ 11,356
Issued — —
Exercised ( 246 ) 5.42
Expired / Forfeited ( 37 ) 6.33
Balance December 31, 2023 4,214 $ 5.25 5.9 years $ 11,698
Issued — —
Exercised ( 281 ) 3.62
Expired / Forfeited ( 16 ) 5.21
Balance December 31, 2024 3,917 $ 5.36 5.0 years $ 10,984
Issued — —
Exercised ( 353 ) 4.08
Expired / Forfeited ( 26 ) 10.44
Balance December 31, 2025 3,538 $ 5.45 4.1 years $ 7,968
(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 ($ 7.43 , $ 8.02 and $ 7.85 on December 31, 2025, 2024 and 2023, respectively).
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.
At December 31, 2025, the Company had 3,538,000 exercisable stock options outstanding with a weighted average exercise price of $ 5.45 and a weighted average remaining contractual life of 4.1 years. 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 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 year ended December 31, 2025.
Page F-22
Restricted Stock Units
The Company accounts for RSUs using fair value. 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. 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 years ended December 31, 2025, 2024 and 2023:
Number of RSUs (000's) Weighted average grant price Weighted average remaining contractual life Aggregate intrinsic value (1)
Balance December 31, 2022 629 $ 5.62 0.88 years $ 4,755
Issued 921 7.88
Vested ( 286 ) 5.82
Forfeited ( 38 ) 6.98
Balance December 31, 2023 1,226 $ 7.23 0.86 years $ 9,624
Issued 915 8.18
Vested ( 489 ) 7.07
Forfeited ( 138 ) 7.84
Balance December 31, 2024 1,514 $ 7.80 1.38 years $ 12,141
Issued 1,423 8.03
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, 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.
Page F-23
Phantom Share Units
The Company has a phantom share unit plan, which it uses for grants to directors, officers, and employees. 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 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)
Balance December 31, 2022 513 $ 3,878
Issued 181 1,444
Vested ( 245 ) ( 2,354 )
Forfeited
( 31 ) ( 241 )
Balance December 31, 2023 418 $ 3,281
Issued 268 2,161
Vested ( 218 ) ( 1,607 )
Forfeited
( 27 ) ( 214 )
Balance December 31, 2024 441 $ 3,537
Issued 277 2,275
Vested ( 215 ) ( 1,758 )
Forfeited
( 19 ) ( 136 )
Balance December 31, 2025 484 $ 3,596
(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 $ 7.43 , $ 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 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:
Year Ended December 31,
2025 2024 2023
Selling, general and administrative $ 1,773 $ 1,729 $ 2,189
The Company paid cash settlements of $ 1.8 million, $ 1.6 million and $ 2.4 million during the years ended December 31, 2025, 2024 and 2023, respectively, pertaining to vestings of cash-settled PSUs.
Page F-24
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 year ended December 31, 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
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. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in the years in which the differences are expected to reverse.
The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company’s estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of related assets and liabilities in the period in which such events occur. Such adjustment may have a material impact on the Company’s income tax provision and results of operations.
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.
Page F-25
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:
Year Ended
December 31, 2025 December 31, 2024 December 31, 2023
Canadian federal statutory income tax rate
15.0 % 15.0 % 15.0 %
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 %
United States state income taxes
3.4 % 2.5 % 3.8 %
Effect of changes in tax laws or rates enacted in the current period
— % 0.8 % — %
Effect of cross-border tax laws
— % — % — %
Tax credits
— % — % — %
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 %
Other
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.
Page F-26
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:
Year Ended
December 31, 2025 December 31, 2024 December 31, 2023
Current taxes:
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 (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:
Year Ended
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.
Page F-27
Deferred Income Taxes
Deferred income taxes are determined based on the temporary differences between the financial statement basis and the tax basis of assets and liabilities using enacted tax rates in the years in which the differences are expected to reverse. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred income tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred income tax assets according to the provisions of FASB ASC 740, Income Taxes. In making this determination, management assesses all available evidence, both positive and negative, available at the balance sheet date. This includes, but is not limited to, recent earnings, internally prepared income projections, and historical financial performance.
The significant components of the Company’s deferred tax assets and liabilities are as follows:
December 31, 2025 December 31, 2024
Deferred tax assets:
State fixed asset and net operating losses $ 1,249 $ 824
Goodwill 4,037 6,053
Allowance for doubtful accounts
7,895 5,107
Accrued compensation and other
948 1,394
Accrued phantom stock
643 637
Stock-based compensation 5,182 4,476
Capitalized costs
— 1,514
Lease liability
885 705
Capital loss carryover
— 328
Investments 31 247
Other 218 193
UNICAP
13 13
Total deferred tax assets $ 21,101 $ 21,491
Deferred tax liabilities:
Right-of-use asset $ ( 888 ) $ ( 709 )
Property and equipment ( 14,901 ) ( 12,368 )
Total deferred liabilities $ ( 15,789 ) $ ( 13,077 )
Valuation allowance:
Net deferred tax asset before valuation allowance $ 5,312 $ 8,414
Less: valuation allowance ( 23 ) ( 16 )
Net deferred tax asset $ 5,289 $ 8,398
Page F-28
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:
Year Ended December 31,
2025 2024 2023
Numerator - basic and diluted:
Net income attributable to Viemed Healthcare, Inc.
$ 14,934 $ 11,265 $ 10,243
Denominator:
Basic weighted average number of common shares 38,895,228 38,754,893 38,354,071
Diluted weighted average number of shares 40,823,823 40,805,085 40,378,922
Basic earnings per share $ 0.38 $ 0.29 $ 0.27
Diluted earnings per share $ 0.37 $ 0.28 $ 0.25
Denominator calculation from basic to diluted:
Basic weighted average number of common shares 38,895,228 38,754,893 38,354,071
Stock options and other dilutive securities 1,928,595 2,050,192 2,024,851
Diluted weighted average number of shares 40,823,823 40,805,085 40,378,922
Anti-dilutive shares excluded from the calculation consisted of dilutive employee stock options and RSUs that were de minimis in all periods presented.
12. 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.
Page F-29
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.