Item 1. Financial Statements
Item 1. Financial Statements
VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars, except outstanding shares)
Note At
June 30, 2026 At
December 31, 2025
(Unaudited) (Audited)
ASSETS
Current assets
Cash and cash equivalents 2 $ 10,680 $ 13,501
Accounts receivable, net 2 32,229 25,586
Inventory 2 5,268 5,047
Income tax receivable — 227
Prepaid expenses and other assets 5,788 4,132
Total current assets $ 53,965 $ 48,493
Long-term assets
Property and equipment, net 4 77,159 78,775
Operating lease right-of-use assets 4,531 3,580
Equity investments 2 3,184 2,794
Deferred tax asset 10 5,289 5,289
Identifiable intangibles, net 2 1,158 1,285
Goodwill 3 58,938 58,938
Total long-term assets $ 150,259 $ 150,661
TOTAL ASSETS $ 204,224 $ 199,154
LIABILITIES
Current liabilities
Trade payables $ 10,986 $ 7,333
Deferred revenue 8,003 7,520
Income taxes payable 1,830 —
Accrued liabilities 5 24,941 23,910
Operating lease liabilities, current portion 6 1,416 1,203
Current portion of long-term debt
6 717 1,090
Total current liabilities $ 47,893 $ 41,056
Long-term liabilities
Accrued liabilities 8 900 922
Operating lease liabilities, less current portion 6 3,093 2,364
Long-term debt 6
6,374 11,291
Total long-term liabilities $ 10,367 $ 14,577
TOTAL LIABILITIES $ 58,260 $ 55,633
Commitments and Contingencies — —
SHAREHOLDERS' EQUITY
Common stock - No par value: unlimited authorized; 38,088,228 and 38,019,082 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
8 $ 17,981 $ 16,912
Additional paid-in capital 17,810 21,742
Retained earnings 108,237 102,891
TOTAL VIEMED HEALTHCARE, INC.'S SHAREHOLDERS' EQUITY
$ 144,028 $ 141,545
Noncontrolling interest in subsidiary
1,936 1,976
TOTAL SHAREHOLDERS' EQUITY
145,964 143,521
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$ 204,224 $ 199,154
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
Note 2026 2025 2026 2025
Revenue 2 $ 78,097 $ 63,056 $ 153,511 $ 122,185
Cost of revenue 33,049 26,325 65,636 52,175
Gross profit $ 45,048 $ 36,731 $ 87,875 $ 70,010
Operating expenses
Selling, general and administrative 37,132 28,803 71,924 57,228
Research and development 504 847 1,083 1,644
Stock-based compensation 8 2,032 2,341 4,483 4,652
Depreciation and amortization
388 353 776 701
Loss (gain) on disposal of property and equipment 598 ( 636 ) 954 ( 3,004 )
Other income, net ( 67 ) ( 72 ) ( 102 ) ( 147 )
Income from operations $ 4,461 $ 5,095 $ 8,757 $ 8,936
Non-operating income and expenses
Loss from investments 162 — 162 —
Interest expense, net
6 248 132 553 311
Net income before taxes 4,051 4,963 8,042 8,625
Provision for income taxes 10 1,151 1,713 2,429 2,665
Net income $ 2,900 $ 3,250 $ 5,613 $ 5,960
Net income attributable to noncontrolling interest 136 93 267 178
Net income attributable to Viemed Healthcare, Inc. $ 2,764 $ 3,157 $ 5,346 $ 5,782
Net income per share
Basic 11 $ 0.07 $ 0.08 $ 0.14 $ 0.15
Diluted 11 $ 0.07 $ 0.08 $ 0.13 $ 0.14
Weighted average number of common shares outstanding:
Basic 11 38,245,491 39,515,247 38,336,534 39,471,244
Diluted 11 41,125,716 41,083,760 40,851,506 41,393,523
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
(Unaudited)
Common Stock Additional paid-in capital Noncontrolling interest in subsidiary
Total Shareholders'
equity
Shares Amount Retained
earnings
Shareholders' equity, December 31, 2024 39,132,897 $ 23,365 $ 18,337 $ 89,691 $ 1,908 $ 133,301
Stock-based compensation - options — — 16 — — 16
Stock-based compensation - restricted stock
— — 2,295 — — 2,295
Exercise of options 2,225 11 — — — 11
Shares issued for vesting of restricted stock units 581,838 4,775 ( 4,775 ) — — —
Shares redeemed to pay income tax ( 193,173 ) — — ( 1,584 ) — ( 1,584 )
Net income — — — 2,625 85 2,710
Shareholders' equity, March 31, 2025 39,523,787 $ 28,151 $ 15,873 $ 90,732 $ 1,993 $ 136,749
Stock-based compensation - options — — 6 — — 6
Stock-based compensation - restricted stock
— — 2,335 — — 2,335
Exercise of options 336,633 1,357 — — — 1,357
Shares issued for vesting of restricted stock units 21,293 145 ( 145 ) — — —
Shares redeemed to pay income tax
( 6,647 ) — — ( 47 ) — ( 47 )
Distribution to non-controlling interest — — — — ( 193 ) ( 193 )
Share repurchases ( 270,061 ) ( 1,866 ) 33 — — ( 1,833 )
Net income — — — 3,157 93 3,250
Shareholders' equity, June 30, 2025 39,605,005 $ 27,787 $ 18,102 $ 93,842 $ 1,893 $ 141,624
Common Stock Additional paid-in capital Noncontrolling interest in subsidiary
Total Shareholders'
equity
Shares Amount Retained
earnings
Shareholders' equity, December 31, 2025 38,019,082 $ 16,912 $ 21,742 $ 102,891 $ 1,976 $ 143,521
Stock-based compensation - restricted stock
— — 2,451 — — 2,451
Exercise of options 80,955 526 — — — 526
Shares issued for vesting of restricted stock units 851,551 6,343 ( 6,343 ) — — —
Shares redeemed to pay income tax ( 268,002 ) ( 1,996 ) — — — ( 1,996 )
Distribution to non-controlling interest — — — — ( 174 ) ( 174 )
Share repurchases ( 150,000 ) ( 974 ) ( 271 ) — — ( 1,245 )
Net income — — — 2,582 131 2,713
Shareholders' equity, March 31, 2026 38,533,586 $ 20,811 $ 17,579 $ 105,473 $ 1,933 $ 145,796
Stock-based compensation - restricted stock
— — 2,032 — — 2,032
Exercise of options 76,642 531 — — — 531
Shares issued for vesting of restricted stock units 13,260 126 ( 126 ) — — —
Shares redeemed to pay income tax ( 4,458 ) ( 42 ) — — — ( 42 )
Distribution to non-controlling interest — — — — ( 133 ) ( 133 )
Share repurchases
( 530,802 ) ( 3,445 ) ( 1,675 ) — — ( 5,120 )
Net income — — — 2,764 136 2,900
Shareholders' equity, June 30, 2026 38,088,228 $ 17,981 $ 17,810 $ 108,237 $ 1,936 $ 145,964
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
(Unaudited)
Six Months Ended June 30,
Note 2026 2025
Cash flows from operating activities
Net income $ 5,613 $ 5,960
Adjustments for:
Depreciation and amortization
15,141 13,504
Stock-based compensation expense 8 4,483 4,652
Loss (gain) on disposal of property and equipment 954 ( 3,004 )
Amortization of deferred financing costs
132 64
Deferred income tax benefit
— ( 1,961 )
Loss from other investments 162 —
Changes in working capital:
Accounts receivable, net ( 6,643 ) ( 1,638 )
Inventory ( 221 ) ( 4 )
Prepaid expenses and other assets ( 1,665 ) ( 150 )
Trade payables 2,072 1,598
Deferred revenue 483 499
Accrued liabilities 1,405 ( 1,979 )
Income tax payable/receivable 2,057 ( 2,433 )
Net cash provided by operating activities $ 23,973 $ 15,108
Cash flows from investing activities
Purchase of property and equipment 4 ( 15,172 ) ( 23,612 )
Investment in equity investments ( 552 ) —
Proceeds from sale of property and equipment 4 2,401 13,355
Net cash used in investing activities $ ( 13,323 ) $ ( 10,257 )
Cash flows from financing activities
Proceeds from exercise of options 8 1,057 1,368
Principal payments on term notes 6 ( 5,422 ) ( 220 )
Shares redeemed to pay income tax 8 ( 2,038 ) ( 1,631 )
Payments for share repurchase programs 8 ( 6,761 ) ( 1,664 )
Repayments of finance lease liabilities
— ( 35 )
Distributions to non-controlling interest
( 307 ) ( 193 )
Net cash used in financing activities $ ( 13,471 ) $ ( 2,375 )
Net increase (decrease) in cash and cash equivalents ( 2,821 ) 2,476
Cash and cash equivalents at beginning of year 13,501 17,540
Cash and cash equivalents at end of period $ 10,680 $ 20,016
Supplemental disclosures of cash flow information
Cash paid during the period for interest $ 390 $ 212
Cash paid during the period for income taxes, net of refunds
$ 373 $ 7,059
Supplemental disclosures of non-cash transactions
Equipment and other fixed asset purchases payable at end of period
$ 4,802 $ 3,955
Equipment sales receivable at end of period
$ — $ 986
Repurchases of shares not yet settled
$ — $ 169
See accompanying notes to the condensed consolidated financial statements
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VIEMED HEALTHCARE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts)
(Unaudited)
1. Nature of Business and Operations
Viemed Healthcare, Inc. (the "Company"), through its subsidiaries, is a provider of home medical equipment ("HME") and post-acute respiratory healthcare services in the United States, 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
Principles of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements are unaudited, but reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows for the interim periods presented. The Company's fiscal year ends on December 31. The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto and the reports of the Company's independent registered public accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The nature of the Company's business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.
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"). Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and its subsidiaries in which it has a controlling financial interest. All intercompany transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition, accounts receivable, income tax provisions, the fair value of financial instruments, and goodwill. Actual results could differ from these estimates.
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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 Condensed 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 Condensed 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 Condensed Consolidated Balance Sheets. Assets provided to the CODMs are consistent with those reported on the Condensed 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.
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 Condensed 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.
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 June 30, 2026 are amounts due from Medicare representing 22 % of total outstanding net receivables. As of December 31, 2025, 25 % 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.
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Property and Equipment
Property and equipment is presented on the Condensed Consolidated Balance Sheets at historic cost less accumulated depreciation. Major renewals and improvements that extend the useful life of assets are capitalized to the respective property accounts, while maintenance and repairs, which do not extend the useful life of the respective assets, are expensed as incurred. Management has estimated the useful lives of equipment leased to customers. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Property and equipment are depreciated on a straight-line basis over their estimated useful lives.
Depreciation of medical equipment commences at the date of service, which represents the date that the asset has been delivered to a patient and is put in use and continues through the useful life of the asset. Property and equipment with definite useful lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
Equity Investments
Equity investments on the Condensed Consolidated Balance Sheets are primarily comprised of equity investments without readily determinable fair values accounted for under the measurement alternative described in ASC 321-10-35-2. For these investments, the Company has elected the measurement alternative which measures the investment at cost, less any impairment. ASU 2019-04 clarifies that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it must measure its equity investment at fair value in accordance with ASC 820 as of the date that the observable transaction occurred. The balance of the Company’s equity investments was $ 3.2 million and $ 2.8 million as of June 30, 2026 and December 31, 2025, respectively. During the six months ended June 30, 2026, the Company disposed of an equity investment and recognized a loss of approximately $ 0.2 million. The Company was not aware of any impairment or observable price change adjustments that needed to be made as of June 30, 2026 on its remaining investments in equity securities without a readily determinable fair value.
Intangible Assets
Intangible assets include trade names and other identifiable intangible assets. Amortization expense related to definite lived identifiable intangible assets is included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Income.
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
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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.
The revenues from each major source are summarized in the following table:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue from rentals
Ventilator rentals, non-invasive and invasive $ 36,411 $ 33,819 $ 71,771 $ 65,979
Other home medical equipment rentals
16,408 13,823 32,606 26,798
Revenue from sales and services
Equipment and supply sales
18,971 9,514 36,459 17,020
Service revenues
6,307 5,900 12,675 12,388
Total revenues $ 78,097 $ 63,056 $ 153,511 $ 122,185
Revenues from Medicare as a percentage of the Company's total revenue for the six months ended June 30, 2026 and 2025 were 35 % and 40 %, respectively.
Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with ASC 718 , "Compensation—Stock Compensation" , which establishes accounting for share-based awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period. Stock–based compensation costs for stock options are determined at the grant date using the Black-Scholes option pricing model. Stock-based compensation costs for restricted stock units ("RSUs") are determined at the grant date based on the closing stock price. The expense of such stock-based compensation awards is recognized using the graded vesting attribution method over the vesting period and the offsetting credit is recorded as an increase in additional paid-in capital. Forfeitures are recorded as incurred. Any excess tax benefit or deficiency is recognized as a component of income taxes and within operating cash flows upon vesting of the share-based award.
For the Company’s phantom share units ("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
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assets and liabilities. The current and deferred income tax assets and liabilities are also impacted by expectations about future operating results and the timing of reversal of temporary differences as well as possible audits of tax filings by regulatory agencies. Changes or differences in these estimates or assumptions may result in changes to the current and deferred tax assets and liabilities on the Condensed Consolidated Balance Sheets and a charge to or recovery of income tax expense.
Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. The effect of a change in the enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates. At each reporting period end, deferred tax assets are evaluated for recoverability based on whether it is more likely than not that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.
Business Combinations
The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the business acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired, liabilities assumed, and noncontrolling interest in the acquiree based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired, liabilities assumed, and any noncontrolling interests, such excess is allocated to goodwill. Patient relationships, medical records and patient lists are not reported as separate intangible assets due to the regulatory requirements and lack of contractual agreements but are part of goodwill. Customer related relationships are not reported as separate intangible assets but are part of goodwill as authorizing physicians are under no obligation to refer the Company’s services to their patients, who are free to change physicians and service providers at any time. The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date. Acquisition related costs are recognized separately from the business combination and are expensed as incurred.
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.
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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 six months ended June 30, 2026 and June 30, 2025.
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.
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.
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3. Business Combinations
Lehan Drugs, Inc.
On July 1, 2025, the Company completed the acquisition of 100 % of the outstanding equity interests of Lehan Drugs, Inc. (“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
$ 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
Goodwill recognized in this transaction primarily represents the expected realization of operational synergies, the integration of Lehan’s women's health services within Viemed’s broader clinical platform, and the strategic expansion of the Company’s geographic presence across the Midwest. All of the goodwill is deductible for income tax purposes. The results of Lehan’s operations have been included in the Company’s consolidated financial statements since the date of acquisition.
As of June 30, 2026, the Company had completed its valuation procedures and finalized the allocation of the purchase consideration to the assets acquired and liabilities assumed. The final purchase price allocation did not result in material changes to the amounts previously reported. Accordingly, the amounts presented above reflect the final fair values of the consideration transferred, assets acquired, and liabilities assumed as of the acquisition date.
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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:
June 30, 2026 December 31, 2025
Medical equipment $ 122,991 $ 121,307
Furniture and equipment 5,737 5,215
Land 2,566 2,566
Buildings 8,592 8,492
Leasehold improvements 684 717
Vehicles 1,355 1,398
Less: Accumulated depreciation ( 64,766 ) ( 60,920 )
Property and equipment, net of accumulated depreciation
$ 77,159 $ 78,775
Depreciation in the amount of $ 7.1 million and $ 6.5 million is included in cost of revenue for the three months ended June 30, 2026 and 2025, respectively. Depreciation in the amount of $ 14.4 million and $ 12.8 million for the six months ended June 30, 2026 and 2025, respectively.
5. Current Liabilities
The Company’s short-term accrued liabilities are included within current liabilities and consist of the following:
June 30, 2026 December 31, 2025
Accrued trade payables $ 5,969 $ 4,995
Accrued commissions payable 1,149 977
Accrued bonuses payable 5,243 4,858
Accrued vacation and payroll 4,535 4,646
Current portion of phantom share liability 2,088 1,650
Acquisition-related contingent consideration 1,750 1,750
Accrued other liabilities 4,207 5,034
Total accrued liabilities $ 24,941 $ 23,910
Supplier Financing Programs
The Company participates in supplier finance programs with third-party financial institutions in connection with the purchase of inventory and supplies. Under these arrangements, the Company's subsidiaries confirm invoices directly with a finance provider and agree to pay the finance provider the invoiced amount on the agreed payment date. The finance provider remits payment to the supplier upon the Company's confirmation of the invoice, effectively extending the Company's payment terms beyond standard supplier terms. The Company's obligations under these arrangements are non-cancelable and are structured with terms of up to 90 days, interest-free. The Company's payment obligations under these programs are not secured by collateral. There were no obligations outstanding under these arrangements as of June 30, 2026 or December 31, 2025.
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6. Debt and Lease Liabilities
Debt
The following table summarizes the Company’s debt as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
2022 Senior Credit Facilities
$ 7,445 $ 12,867
Financing costs and commitment fees
( 354 ) ( 486 )
Current portion
( 717 ) ( 1,090 )
Long-term portion
$ 6,374 $ 11,291
2022 Senior Credit Facilities
On November 29, 2022, the Company refinanced its existing borrowings under the 2018 Senior Credit Facility and entered into a new credit agreement (the "2022 Senior Credit Facilities") with the lenders from time to time party thereto, and Regions Bank, as administrative agent (the "Administrative Agent") and collateral agent, that provides for an up to $ 30.0 million revolving credit facility (the "2022 Revolving Credit Facility") and an up to $ 30.0 million delayed draw term loan facility (the "2022 Term Loan Facility"), both maturing in November 2027.
The proceeds of the 2022 Revolving Credit Facility may be used to refinance existing indebtedness, for working capital purposes, capital expenditures and other general corporate purposes (including permitted acquisitions), and to pay transaction fees, costs and expenses related to the 2022 Senior Credit Facilities. The proceeds of the 2022 Term Loan Facility and any additional term loans established in accordance with the 2022 Senior Credit Facilities may be used to finance permitted acquisitions and to pay transaction fees, costs and expenses related to such acquisitions.
The interest rates per annum applicable to the 2022 Senior Credit Facilities are a forward looking term rate based on a secured overnight financing rate ("Term SOFR") plus an applicable margin ranging from 2.625 % to 3.375 %, or, at the option of the Company, a Base Rate (as defined in the 2022 Senior Credit Facilities) plus an applicable margin, which ranges from 1.625 % to 2.375 %.
The 2022 Senior Credit Facilities require the Company to comply with certain affirmative, as well as certain negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers or consolidations and pay dividends and other restricted payments. The 2022 Senior Credit Facilities also include certain financial covenants, which generally include, but are not limited to the following :
• Consolidated Total Leverage Ratio ( defined generally as total indebtedness to adjusted EBITDA) of not greater than (i) for any fiscal quarter ending during the period from the closing date to and including December 31, 2024, 2.75 to 1.0 and (ii) for any fiscal quarter ending on and after March 31, 2025, 2.50 to 1.0, subject to certain adjustments following a material acquisition.
• Consolidated Fixed Charge Coverage Ratio ( defined generally as (a) adjusted EBITDA minus capital expenditures minus cash taxes to (b) the sum of scheduled principal payments plus cash interest expense plus restricted payments) of not less than 1.25 :1.0.
The Company was in compliance with all covenants under the 2022 Senior Credit Facilities in effect at June 30, 2026.
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.
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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 Condensed 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.
Leases
The Company has recognized operating leases for land and buildings that have terms greater than twelve months, as follows:
June 30, 2026 December 31, 2025
Lease liabilities $ 4,509 $ 3,567
Less:
Current portion of lease liabilities ( 1,416 ) ( 1,203 )
Net long-term lease liabilities $ 3,093 $ 2,364
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 5.5 % to 7.87 %, based on the Company's incremental borrowing rate at the time of assessment. At June 30, 2026 , the weighted average lease term was approximately 3.48 years.
Future maturities of the Company's operating lease liabilities as of June 30, 2026 are summarized as follows:
Lease Liability
2026 (excluding the first six months) $ 850
2027 1,571
2028 1,343
2029 668
2030 536
Thereafter 154
Total lease payments $ 5,122
Less: imputed interest 613
Present value of lease liabilities $ 4,509
Operating rental expenses were $ 1.0 million and $ 0.8 million during the six months ended June 30, 2026 and June 30, 2025, respectively.
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7. Fair Value Measurement
Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. There are three levels to the hierarchy based on the reliability of inputs, as follows:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.
Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.
Assets 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 June 30, 2026 and December 31, 2025:
At June 30, 2026
(In thousands) Level 1 Level 2 Level 3 Total
Assets:
Money market mutual funds $ 3,257 $ — $ — $ 3,257
Liabilities:
Acquisition-related contingent consideration $ — $ — $ 1,750 $ 1,750
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
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 Condensed Consolidated Statements of Income.
The contingent consideration liability was $ 1.8 million as of June 30, 2026 and December 31, 2025. There were no changes in estimated fair value, payments, or other adjustments during the six months ended June 30, 2026.
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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.
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.
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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 38,088,228 and 38,019,082 shares were issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.
During the six months ended June 30, 2026, the Company repurchased and canceled 680,802 common shares at a cost of $ 6.5 million (excluding taxes) pursuant to the 2026 Share Repurchase Program and withheld and canceled 272,460 common shares with an aggregate value of $ 2.0 million to satisfy employee income tax withholding associated with RSUs vesting. The cost of shares repurchased and withheld is recorded as a reduction to shareholders’ equity.
Stock-Based Compensation
On June 6, 2024 (the "Effective Date"), the Company’s shareholders approved the Company's 2024 Long Term Incentive Plan (the "2024 Omnibus Plan") to provide an incentive to attract, retain, and reward directors, officers, employees, and consultants who provide services to the Company or any of its subsidiaries. All directors, officers, employees, and consultants of the Company and/or its affiliates are eligible to receive awards under the 2024 Omnibus Plan, subject to its terms. Awards include common share purchase options, restricted stock, stock appreciation rights, performance awards, or other stock-based awards, including restricted stock units, deferred stock units, and dividends and dividend equivalents.
On June 5, 2025, the Company's shareholders approved the first amendment to the 2024 Omnibus Plan, and on June 4, 2026, the Company's shareholders approved a second amendment (the "Second Amendment") to the 2024 Omnibus Plan. Following the Second 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 7,696,717 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 June 30, 2026, the Company had outstanding options of 3,380,000 and RSUs of 2,416,000 associated with common shares under the existing plans.
The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Stock-based compensation - options $ — $ 6 $ — $ 22
Stock-based compensation - restricted stock units 2,032 2,335 4,483 4,630
Total $ 2,032 $ 2,341 $ 4,483 $ 4,652
At June 30, 2026, there was no remaining unrecognized pre-tax stock option expense under the Company's equity compensation plans. As of June 30, 2026, there was approximately $ 9.9 million 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 1.50 years.
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Options
The following table summarizes stock option activity for the six months ended June 30, 2026:
Number of options
(000's) Weighted average exercise price (1)
Weighted average remaining contractual life Aggregate intrinsic value (2)
Balance December 31, 2025 3,538 $ 5.45 4.1 years $ 7,968
Issued — —
Exercised ( 158 ) 6.69
Expired / Forfeited — —
Balance June 30, 2026 3,380 $ 5.40 3.6 years $ 20,298
(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 ($ 11.40 and $ 7.43 on June 30, 2026 and December 31, 2025, respectively ).
The aggregate intrinsic value of options outstanding and options exercisable was $ 20.3 million at June 30, 2026. For the six months ended June 30, 2026, 157,597 common shares were issued pursuant to the exercise of stock options.
At June 30, 2026, the Company had 3,380,000 exercisable stock options outstanding with a weighted average exercise price of $ 5.40 and a weighted average remaining contractual life of 3.6 years. 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.
The fair value of the stock options has been charged to the Condensed Consolidated Statements of Income and credited to additional paid-in capital over the vesting period, using the grant date fair value based on the Black-Scholes option pricing model. The assumptions used to determine the grant date fair value of stock options include exercise price, risk-free interest rates, expected volatility, and average life of an option. The risk-free interest rates are based on the rates available at the time of the grant for zero-coupon U.S. government issues with a remaining term equal to the option’s expected life. The average life of an option is based on both historical and projected exercise and lapsing data. Expected volatility is based on implied volatilities from traded options on the Company's common shares and historical volatility of the Company's common shares over the expected life of the option. There were no issuances of options during the six months ended June 30, 2026.
Restricted Stock Units
The Company accounts for RSUs using fair value. The fair value of the RSUs has been charged to the Condensed Consolidated Statements of Income and credited to additional paid-in capital over the vesting period, based on the stock price on the date of grant. RSUs vest generally over a one or three-year period. The Company accounts for forfeitures of RSUs under ASU 2016-09 and recognizes forfeitures in the period in which they occur.
The following table summarizes RSU activity for the six months ended June 30, 2026:
Number of RSUs (000's) Weighted average grant price Weighted average remaining contractual life Aggregate intrinsic value (1)
Balance December 31, 2025 2,134 $ 8.07 1.43 years $ 15,857
Issued 1,237 7.36
Vested ( 865 ) 8.13
Forfeited
( 90 ) 7.42
Balance June 30, 2026 2,416 $ 7.71 1.50 years $ 27,539
(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 ($ 11.40 and $ 7.43 on June 30, 2026 and December 31, 2025, respectively ).
During the six months ended June 30, 2026, the Company issued 1,236,859 RSUs with equal annual vestings over a three year period and a fair value of $ 7.36 per share.
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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 annually 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 six months ended June 30, 2026:
Number of phantom share units (000's) Value of share equivalents (1)
Balance December 31, 2025 484 $ 3,596
Issued 309 2,275
Vested ( 216 ) ( 1,844 )
Forfeited
( 4 ) ( 49 )
Balance June 30, 2026 573 $ 6,532
(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 $ 11.40 and $ 7.43 on June 30, 2026 and December 31, 2025, respectively.
The change in fair value of the PSUs has been charged to the Condensed Consolidated Statements of Income and recorded as a liability included in accrued liabilities and long-term accrued liabilities. The total liability associated with PSUs at June 30, 2026 is $ 3.0 million, with $ 2.1 million of this amount included in current accrued liabilities and the remaining portion of $ 0.9 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 unaudited Condensed Consolidated Statements of Income. The following table summarizes expense associated with the PSUs for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Selling, general, and administrative $ 1,251 $ 370 $ 2,031 $ 781
The Company paid cash settlements of $ 1.8 million and $ 1.6 million during the six months ended June 30, 2026 and 2025, respectively, pertaining to vestings of cash-settled PSUs.
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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 assesses its 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 the Company to change those estimates and assumptions. Furthermore, the outcome of legal proceedings is inherently uncertain, and the Company may incur substantial defense costs and expenses defending any of these matters.
Legal Proceedings
From time to time, the Company is involved in legal proceedings arising in the ordinary course of business. As of June 30, 2026, the Company has not identified any matters for which a material loss is probable and reasonably estimable and, accordingly, no material loss contingencies have been accrued.
Governmental and Regulatory Matters
As a healthcare provider participating in governmental healthcare programs, the Company is subject, in the ordinary course of business, to inspections, prepayment and post-payment reviews, audits and investigations conducted by government agencies and their contractors relating to claims submitted for reimbursement and compliance with applicable program requirements. These matters may require the Company to incur costs to respond to requests for records and pursue appeals of payment denials and may result in adjustments to, or recoupment of, amounts previously reimbursed. Adverse findings may also result in civil or criminal fines, 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.
In July 2025, Qlarant Integrity Solutions, LLC, acting as a Unified Program Integrity Contractor for CMS, issued an audit determination regarding certain Medicare claims submitted by Sleep Management, LLC, a subsidiary of the Company, for monthly rental of non-invasive home ventilators. Qlarant extrapolated an alleged overpayment of approximately $ 5.9 million. The Company disagrees with the audit findings and believes the claims were reasonable, medically necessary, and supported by appropriate documentation.
The Company timely pursued the Medicare administrative appeals process. As a result of the appeal process to date, the asserted overpayment was reduced to approximately $ 2.2 million. In June 2026, an administrative law judge issued an unfavorable decision with respect to the remaining asserted overpayment. The Company continues to dispute the remaining asserted overpayment and intends to pursue further available appeal rights. The Company remitted payment in April 2026 to avoid administrative recoupment, and such payment does not represent a settlement, concession, or admission of liability. The payment is recorded within Prepaid expenses and other assets. Based on information currently available, the Company estimates the reasonably possible loss associated with this matter to range from zero to approximately $ 2.2 million. The Company has determined that a loss is not probable, and no related accrual has been recorded.
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10. Income Taxes
For the six months ended June 30, 2026, the Company recorded income tax expense of $ 2.4 million, which includes a discrete tax expense of approximately $ 0.1 million associated with stock-based compensation arrangements. The effective rate for the six months ended June 30, 2026 is 30.2 %. The effective rate differs from the amount computed by applying the statutory federal and state income tax rates to ordinary income before the provision for income taxes due to permanent non-deductible differences. The Company's effective tax rate is based on forecasted annual results which may fluctuate significantly through the rest of the year.
At June 30, 2026 and 2025, the Company had no amounts recorded for uncertain tax positions and does not expect any material changes in uncertain tax benefits during the next 12 months. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company is subject to U.S. federal income tax as well as income tax in various states. The Company is generally not subject to examination by taxing authorities for years prior to 2022 .
The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.
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11. Earnings Per Share
Income per common share is calculated using earnings for the period divided by the weighted average number of shares outstanding during the period . Using the treasury stock method, diluted income per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares by assuming the proceeds received from the exercise of stock options and the vesting of RSUs are used to purchase common shares at the prevailing market rate.
The following reflects the earnings and share data used in the basic and diluted earnings per share computations:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Numerator - basic and diluted:
Net income attributable to Viemed Healthcare, Inc. $ 2,764 $ 3,157 $ 5,346 $ 5,782
Denominator:
Basic weighted-average number of common shares 38,245,491 39,515,247 38,336,534 39,471,244
Diluted weighted-average number of shares 41,125,716 41,083,760 40,851,506 41,393,523
Basic earnings per share $ 0.07 $ 0.08 $ 0.14 $ 0.15
Diluted earnings per share $ 0.07 $ 0.08 $ 0.13 $ 0.14
Denominator calculation from basic to diluted:
Basic weighted-average number of common shares 38,245,491 39,515,247 38,336,534 39,471,244
Stock options and other dilutive securities 2,880,225 1,568,513 2,514,972 1,922,279
Diluted weighted-average number of shares 41,125,716 41,083,760 40,851,506 41,393,523
Anti-dilutive shares excluded from the calculation consisted of employee stock options and RSUs that were de minimis in all periods presented.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.