British Columbia, Canada | N/A | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
202 N. Luke St.
Title of each class to be so registered | Name of exchange on which each class is to be registered | |
Common Shares, no par value | The Nasdaq Stock Market LLC |
Large accelerated filer ☐ | Accelerated filer ☐ | Non-Accelerated filer ☐ | Smaller reporting company ☒ Emerging growth company ☒ |
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• | Viemed, a participating Medicare durable equipment supplier that provides post-acute respiratory services in the United States; and |
• | PHM, a durable medical equipment company that specializes in delivering and servicing home-based medical equipment, including oxygen therapy, sleep apnea treatment and mobility equipment. |
• | Home Medical Equipment: Viemed provides respiratory and other home medical equipment solutions (primarily through monthly rental arrangements), including home ventilation (invasive and non-invasive), BiPaP (bi-level positive airway pressure) and CPAP (continuous positive airway pressure) devices, percussion vests, and other medical equipment. Revenue derived from the rental and sale of home medical equipment represented a combined 98.5% and 98.2% of Viemed’s 2018 revenue and first quarter 2019 revenue, respectively. Viemed provides home medical equipment through the following service programs: |
• | Respiratory disease management, including Chronic Obstructive Pulmonary Disease (“COPD”) aims to improve quality of life and reduce hospital readmissions by using proven methodology and leading technologies, such as non-invasive ventilation (“NIV”) and other therapies. Viemed provides ventilation (both invasive and non-invasive), Positive Airway Pressure (“PAP”), and related equipment and supplies to patients suffering from COPD. |
• | Neuromuscular care is focused on helping neuromuscular patients to breathe more comfortably while living an active, healthier life and uses respiratory therapy treatments which can lessen the effort required to breathe. |
• | Oxygen therapy provides patients with extra oxygen, which is sometimes used to manage certain chronic health problems, including COPD. Oxygen therapy may be performed at a hospital, at home or in another setting. |
• | Sleep apnea management provides related solutions and/or equipment such as the AutoPAP (an automatic continuous positive airway pressure) and BiPAP (bi-level positive airway pressure) machines. |
• | In-home sleep testing: Viemed provides in home sleep apnea testing services, which is an alternative to the traditional sleep lab testing environment. These services represented 1.5% of and 1.8% of Viemed’s 2018 revenue and first quarter 2019 revenue, respectively. |
• | furnishing or arranging for the furnishing of items or services reimbursable in whole or in part under Medicare, Medicaid or other federal healthcare programs; or |
• | purchase, lease, or order of, or the arrangement or recommendation of the purchasing, leasing, or ordering of any item or service reimbursable in whole or in part under Medicare, Medicaid or other federal healthcare programs. |
• | the Standards for Privacy of Individually Identifiable Health Information, which restrict the use and disclosure of individually identifiable health information, or “protected health information”; |
• | the Standards for Electronic Transactions, which establish standards for common healthcare transactions, such as claims information, plan eligibility, payment information and the use of electronic signatures; |
• | the Security Standards, which require covered entities to implement and maintain certain security measures to safeguard certain electronic health information, including the adoption of administrative, physical and technical safeguards to protect such information; and |
• | the breach notification rules, which require covered entitles to provide notification to affected individuals, the Department of Health and Human Services and the media in the event of a breach of unsecured protected health information. |
• | refunding amounts we have been paid pursuant to the Medicare or Medicaid programs or from managed care payors; |
• | state or federal agencies imposing fines, penalties and other sanctions on us; |
• | temporary suspension of payment for new patients; |
• | decertification or exclusion from participation in the Medicare or Medicaid programs or one or more managed care payor networks; |
• | damage to our reputation; and |
• | loss of certain rights under, or termination of, our contracts with managed care payors. |
• | the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion or more; |
• | the last day of the fiscal year following the fifth anniversary of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act; |
• | the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or |
• | the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws. |
• | have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
• | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); or |
• | include detailed compensation discussion and analysis in our filings under the Exchange Act and instead may provide a reduced level of disclosure concerning executive compensation. |
For the quarter ended | March 31, 2019 | December 31, 2018 | September 30, 2018 | June 30, 2018 | March 31, 2018 | December 31, 2017 | September 30, 2017 | June 30, 2017 | March 31, 2017 | |||||||||||||||||||||||||||
Financial Information: | ||||||||||||||||||||||||||||||||||||
Revenue | $ | 20,443 | $ | 18,489 | $ | 17,163 | $ | 15,508 | $ | 14,111 | $ | 13,548 | $ | 12,451 | $ | 10,901 | $ | 10,028 | ||||||||||||||||||
Gross Profit | $ | 15,402 | $ | 13,645 | $ | 13,062 | $ | 11,323 | $ | 10,552 | $ | 10,186 | $ | 9,311 | $ | 7,859 | $ | 7,259 | ||||||||||||||||||
Gross Profit % | 75 | % | 74 | % | 76 | % | 73 | % | 75 | % | 75 | % | 75 | % | 72 | % | 72 | % | ||||||||||||||||||
Net Income (loss) | $ | 2,154 | $ | 3,046 | $ | 2,424 | $ | 2,366 | $ | 2,341 | $ | (26 | ) | $ | 4,018 | $ | 1,773 | $ | 2,411 | |||||||||||||||||
Adjusted EBITDA(1) | $ | 4,662 | $ | 4,974 | $ | 4,360 | $ | 4,114 | $ | 3,762 | $ | 1,877 | (3) | $ | 4,690 | $ | 2,408 | $ | 3,017 | |||||||||||||||||
Cash (As of) | $ | 7,410 | $ | 10,413 | $ | 10,174 | $ | 8,551 | $ | 4,634 | $ | 5,098 | $ | 7,273 | $ | 6,917 | $ | 6,189 | ||||||||||||||||||
Total Assets (As of) | $ | 58,583 | $ | 53,525 | $ | 49,147 | $ | 44,168 | $ | 40,566 | $ | 37,691 | $ | 32,740 | $ | 30,199 | $ | 28,305 | ||||||||||||||||||
Operational Information: | ||||||||||||||||||||||||||||||||||||
Vent Patients(2) | 6,393 | 5,905 | 5,444 | 5,078 | 4,685 | 4,385 | 4,044 | 3,754 | 3,404 |
– | Depreciation may be useful for investors to consider because it generally represents the wear and tear on the property and equipment used in our operations. However, we do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating costs. |
– | The amount of interest expense we incur or interest income we generate may be useful for investors to consider and may result in current cash inflows or outflows. However, we do not consider the amount of interest expense or interest income to be a representative component of the day-to-day operating performance of our business. |
– | Unrealized loss on warrant conversion liability may be useful for investors to consider as it represents changes in the fair value of warrants and exchangeable shares of subsidiaries, driven predominantly by changes in our share price and exchange rates. These changes are non-cash, as is the settlement of the underlying derivative liability, which occurs upon the conversion of the derivative instrument into common shares of Viemed. |
– | Stock-based compensation may be useful for investors to consider because it is an estimate of the non-cash component of compensation received by the Company’s directors, officers, employees and consultants. However, stock-based compensation is being excluded from our operating expenses because the decisions which gave rise to these expenses were not made to increase revenue in a particular period, but were made for the Company’s long-term benefit over multiple periods. While strategic decisions, such as those to issue stock-based awards are made to further our long-term strategic objectives and do impact the our earnings under U.S. generally accepted accounting principles (“GAAP”), these items affect multiple periods and management is not able to change or affect these items within any period. |
– | Income tax expense may be useful for investors to consider because it generally represents the taxes which may be payable for the period and the change in deferred income taxes and may reduce or increase the amount of funds otherwise available for use. However, we do not consider the amount of income tax expense to be a representative component of the day-to-day operating performance of our business. |
For the quarter ended | March 31, 2019 | December 31, 2018 | September 30, 2018 | June 30, 2018 | March 31, 2018 | December 31, 2017 | September 30, 2017 | June 30, 2017 | March 31, 2017 | |||||||||||||||||||||||||||
Net Income (loss) | $ | 2,154 | $ | 3,046 | $ | 2,424 | $ | 2,366 | $ | 2,341 | $ | (26 | ) | $ | 4,018 | $ | 1,773 | $ | 2,411 | |||||||||||||||||
Add back: | ||||||||||||||||||||||||||||||||||||
Depreciation | 1,295 | 1,177 | 972 | 893 | 741 | 738 | 662 | 612 | 531 | |||||||||||||||||||||||||||
Interest expense | 26 | 30 | 37 | 67 | 47 | 49 | 67 | 81 | 75 | |||||||||||||||||||||||||||
Unrealized (gain) loss on warrant conversion liability | 169 | (210 | ) | 220 | 123 | 72 | 158 | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation | 880 | 804 | 672 | 665 | 561 | 828 | — | — | — | |||||||||||||||||||||||||||
Income tax expense (benefit) | 138 | 127 | 35 | — | — | 130 | (57 | ) | (58 | ) | — | |||||||||||||||||||||||||
Adjusted EBITDA | 4,662 | 4,974 | $ | 4,360 | $ | 4,114 | $ | 3,762 | $ | 1,877 | $ | 4,690 | $ | 2,408 | $ | 3,017 |
Three Months Ended March 31, 2019 | % of Total Revenue | Three Months Ended March 31, 2018 | % of Total Revenue | $ Change | % Change | |||||||||||||||||||
Revenue | $ | 20,443 | 100.0 | % | $ | 14,111 | 100.0 | % | $ | 6,332 | 44.9 | % | ||||||||||||
Cost of revenue | 5,041 | 24.7 | % | 3,559 | 25.2 | % | 1,482 | 41.6 | % | |||||||||||||||
Gross profit | $ | 15,402 | 75.3 | % | $ | 10,552 | 74.8 | % | $ | 4,850 | 46.0 | % | ||||||||||||
Selling, general and administrative | 11,592 | 56.7 | % | 7,289 | 51.7 | % | 4,303 | 59.0 | % | |||||||||||||||
Research and development | 234 | 1.1 | % | — | — | % | 234 | 100.0 | % | |||||||||||||||
Stock-based compensation | 880 | 4.3 | % | 561 | 4.0 | % | 319 | 56.9 | % | |||||||||||||||
Depreciation | 129 | 0.6 | % | 206 | 1.5 | % | (77 | ) | (37.4 | )% | ||||||||||||||
Loss on disposal of property and equipment | 56 | 0.3 | % | 36 | 0.3 | % | 20 | 55.6 | % | |||||||||||||||
Other expense | $ | 24 | 0.1 | % | $ | — | — | % | $ | 24 | 100.0 | % | ||||||||||||
Income from operations | $ | 2,487 | 12.2 | % | $ | 2,460 | 17.4 | % | $ | 27 | 24.4 | % | ||||||||||||
Non-operating expenses | ||||||||||||||||||||||||
Unrealized loss on warrant conversion liability | 169 | 0.8 | % | 72 | 0.5 | % | 97 | 134.7 | % | |||||||||||||||
Interest expense, net | 26 | 0.1 | % | 47 | 0.3 | % | (21 | ) | (44.7 | )% | ||||||||||||||
Net income before taxes | $ | 2,292 | 11.2 | % | $ | 2,341 | 16.6 | % | $ | (49 | ) | (2.1 | )% | |||||||||||
Provision for income taxes | 138 | 0.7 | % | — | — | % | 138 | 100.0 | % | |||||||||||||||
Net income and comprehensive income | $ | 2,154 | 10.5 | % | $ | 2,341 | 16.6 | % | $ | (187 | ) | (8.0 | )% |
Three Months Ended March 31, 2019 | % of Total Revenue | Three Months Ended March 31, 2018 | % of Total Revenue | $ Change | % Change | |||||||||||||||||||
Revenue from rentals | ||||||||||||||||||||||||
Ventilator rentals, non-invasive and invasive | $ | 18,282 | 89.4 | % | $ | 12,825 | 90.9 | % | $ | 5,457 | 42.5 | % | ||||||||||||
Other durable medical equipment rentals | 918 | 4.5 | % | 452 | 3.2 | % | 466 | 103.1 | % | |||||||||||||||
Revenue from sales and services | ||||||||||||||||||||||||
Equipment sales | 868 | 4.2 | % | 606 | 4.3 | % | 262 | 43.2 | % | |||||||||||||||
Service revenues | 375 | 1.8 | % | 228 | 1.6 | % | 147 | 64.5 | % | |||||||||||||||
$ | 20,443 | 100.0 | % | $ | 14,111 | 100.0 | % | $ | 6,332 | 44.9 | % |
Year Ended December 31, 2018 | % of Total Revenue | Year Ended December 31, 2017 | % of Total Revenue | $ Change | % Change | |||||||||||||||||||
Revenue | $ | 65,271 | 100.0 | % | $ | 46,928 | 100.0 | % | $ | 18,343 | 39.1 | % | ||||||||||||
Cost of revenue | 16,689 | 25.6 | % | 12,313 | 26.2 | % | 4,376 | 35.5 | % | |||||||||||||||
Gross profit | $ | 48,582 | 74.4 | % | $ | 34,615 | 73.8 | % | $ | 13,967 | 40.3 | % | ||||||||||||
Selling, general and administrative | 34,442 | 52.8 | % | 24,561 | 52.3 | % | 9,881 | 40.2 | % | |||||||||||||||
Stock-based compensation | 2,702 | 4.1 | % | 828 | 1.8 | % | 1,874 | 226.3 | % | |||||||||||||||
Depreciation | 588 | 0.9 | % | 402 | 0.9 | % | 186 | 46.3 | % | |||||||||||||||
Loss on disposal of property and equipment | 54 | 0.1 | % | 203 | 0.4 | % | (149 | ) | (73.4 | )% | ||||||||||||||
Other expense | $ | 71 | 0.1 | % | $ | — | — | % | $ | 71 | 100.0 | % | ||||||||||||
Income from operations | $ | 10,725 | 16.4 | % | $ | 8,621 | 18.4 | % | $ | 2,104 | 24.4 | % | ||||||||||||
Non-operating expenses | ||||||||||||||||||||||||
Unrealized loss on warrant conversion liability | 205 | 0.3 | % | 158 | 0.3 | % | 47 | 29.7 | % | |||||||||||||||
Interest expense, net | 181 | 0.3 | % | 272 | 0.6 | % | (91 | ) | (33.5 | )% | ||||||||||||||
Net income before taxes | $ | 10,339 | 15.8 | % | $ | 8,191 | 17.5 | % | $ | 2,148 | 26.2 | % | ||||||||||||
Provision for income taxes | 162 | 0.2 | % | 15 | — | % | 147 | 980.0 | % | |||||||||||||||
Net income and comprehensive income | $ | 10,177 | 15.6 | % | $ | 8,176 | 17.4 | % | $ | 2,001 | 24.5 | % |
Year Ended December 31, 2018 | % of Total Revenue | Year Ended December 31, 2017 | % of Total Revenue | $ Change | % Change | |||||||||||||||||||
Revenue from rentals | ||||||||||||||||||||||||
Ventilator rentals, non-invasive and invasive | $ | 56,426 | 86.4 | % | $ | 41,599 | 88.6 | % | $ | 14,827 | 35.6 | % | ||||||||||||
Other durable medical equipment rentals | 5,038 | 7.7 | % | 1,999 | 4.3 | % | 3,039 | 152.0 | % | |||||||||||||||
Revenue from sales and services | ||||||||||||||||||||||||
Equipment sales | 2,824 | 4.3 | % | 2,437 | 5.2 | % | 387 | 15.9 | % | |||||||||||||||
Service revenues | 983 | 1.5 | % | 893 | 1.9 | % | 90 | 10.1 | % | |||||||||||||||
Total Revenues | $ | 65,271 | 100.0 | % | $ | 46,928 | 100.0 | % | $ | 18,343 | 39.1 | % |
Three Months Ended March 31, | Years Ended December 31, | |||||||||||||||
(in thousands) | 2019 | 2018 | 2018 | 2017 | ||||||||||||
Net Cash provided by (used in): | ||||||||||||||||
Operating activities | $ | 545 | $ | 974 | $ | 22,368 | $ | 12,024 | ||||||||
Investing activities | 13 | 71 | (5,301 | ) | (3,573 | ) | ||||||||||
Financing activities | (3,561 | ) | (1,509 | ) | (11,752 | ) | (7,692 | ) | ||||||||
Net increase in cash and cash equivalents | $ | (3,003 | ) | $ | 464 | $ | 5,315 | $ | 759 |
Financial Covenant | Require Ratio |
Total Debt to Adjusted EBITDA (Quarterly) | not more than 1.50:1.00 |
Minimum Working Capital (Quarterly) | at least $2,500,000 |
Fixed Charge Coverage Ratio (Quarterly) | not less than 1.35:1.00 |
Operating Leases | Related Party Leases | |||||||
Less than 1 year | $ | 127 | $ | 216 | ||||
Between 1 and 3 years | 58 | 648 | ||||||
Between 3 and 5 years | — | 432 | ||||||
Five years or more | — | 90 | ||||||
Total | $ | 185 | $ | 1,386 |
Name and Address of Beneficial Owner | Number of shares of Common Shares | Percentage of Common shares owned(1) | ||||||
Directors and Executive Officers: | ||||||||
Casey Hoyt(2) | 2,098,015 | 5.6 | % | |||||
Michael Moore(3) | 2,042,355 | 5.4 | % | |||||
W. Todd Zehnder(4) | 221,191 | * | ||||||
Randy Dobbs(5) | 54,129 | * | ||||||
Tim Smokoff(6) | 46,129 | * | ||||||
Nitin Kaushal(7) | 371,321 | * | ||||||
Dr. William Frazier(8) | 51,129 | * | ||||||
Bruce Greenstein(9) | 19,042 | * | ||||||
Directors and executive officers as a group (10 persons) (10) | 4,984,582 | 13.22 | % |
(1) | Based on 37,697,535 shares outstanding as of July 8, 2019. |
(2) | Includes 94,722 shares issuable upon the exercise of options that are vested or will vest within 60 days. |
(3) | Includes 93,513 shares issuable upon the exercise of options that are vested or will vest within 60 days. |
(4) | Includes 159,305 shares issuable upon the exercise of options that are vested or will vest within 60 days. |
(5) | Includes 31,129 shares issuable upon the exercise of options and restricted stock units that are vested or will vest within 60 days. |
(6) | Includes 31,129 shares issuable upon the exercise of options and restricted stock units that are vested or will vest within 60 days. |
(7) | Includes 321,129 shares issuable upon the exercise of options and restricted stock units that are vested or will vest within 60 days. |
(8) | Includes 51,129 shares issuable upon the exercise of options and restricted stock units that are vested or will vest within 60 days. |
(9) | Includes 19,042 shares issuable upon the exercise of restricted stock units that will vest within 60 days. |
(10) | Includes 843,548 shares issuable upon the exercise of options and restricted stock units that are vested or will vest within 60 days. |
Name | Age | Position | ||
Casey Hoyt | 41 | Director and Chief Executive Officer | ||
Randy Dobbs(1), (2), (3) | 68 | Chairman of the Board of Directors | ||
Dr. William Frazier | 61 | Director and Chief Medical Officer | ||
Bruce Greenstein(1), (2), (3) | 50 | Director | ||
Nitin Kaushal(1), (2), (3) | 53 | Director | ||
Timothy Smokoff(1), (2), (3) | 54 | Director | ||
W. Todd Zehnder | 43 | Director and Chief Operating Officer | ||
Michael Moore | 41 | President | ||
Trae Fitzgerald | 31 | Chief Financial Officer | ||
Jerome Cambre | 48 | Vice President of Sales |
(1) | Member, Audit Committee of the Board |
(2) | Member, Compensation Committee of the Board |
(3) | Member, Corporate Governance and Nominating Committee of the Board |
Name and principal position | Year | Salary ($) | | Bonus(4) ($) | | Stock awards(5) ($) | Option- awards(6) ($) | Nonequity incentive plan compensation(7) ($) | Nonqualified deferred compensation earnings ($) | All other compensation(8) ($) | Total ($) | ||||||||||||||||||||
Casey Hoyt(1) | 2018 | 389,038 | 7,447 | 550,138 | 233,407 | 637,500 | _ | 11,314 | 1,746,344 | ||||||||||||||||||||||
Chief Executive Officer and Director | 2017 | 235,000 | 261,667 | _ | 25,554 | 555,000 | _ | 3,087 | 1,080,308 | ||||||||||||||||||||||
Michael Moore(2) | 2018 | 360,000 | 7,447 | 535,270 | 227,097 | 540,000 | _ | 32,025 | 1,701,839 | ||||||||||||||||||||||
President | 2017 | 230,000 | 261,667 | _ | 25,554 | 540,000 | _ | 15,772 | 1,072,993 | ||||||||||||||||||||||
W. Todd Zehnder(3) | 2018 | 350,000 | 7,447 | 520,402 | 220,789 | 525,000 | _ | 33,226 | 1,656,863 | ||||||||||||||||||||||
Chief Operating Officer and Director | 2017 | 325,000 | 91,667 | _ | 108,878 | 525,000 | _ | 18,517 | 1,069,063 |
(1) | Prior to the completion of the Arrangement in December 2017, Mr. Hoyt had been CEO of PHM since July 13, 2015. |
(2) | Prior to the completion of the Arrangement in December 2017, Mr. Moore had been President of PHM since July 13, 2015 and interim CFO of PHM from March 30, 2016 to June 28, 2016. |
(3) | Prior to the completion of the Arrangement in December 2017, Mr. Zehnder had been Chief Strategy Officer and VP of Finance at PHM since December 7, 2015. |
(4) | Bonuses in 2017 were awarded to the Named Executive Officers in consideration for a portion of their prior year’s compensation being deferred prior to the Arrangement. |
(5) | Restricted stock award value was calculated at the date of the grant using the closing stock price on the date of the grant and represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 7 – Shareholders Equity” to our audited financial statements for the fiscal years ended December 31, 2018 and 2017 included in this Registration Statement.. |
(6) | The amounts shown represent the aggregate grant date fair value for option awards granted to the Named Executive Officers computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 7 – Shareholders Equity” to our audited financial statements for the fiscal years ended December 31, 2018 and 2017 included in this Registration Statement. |
(7) | Reflects payments made under the Cash Bonus Plan (as defined below). |
(8) | Amounts paid in 2018 to each Named Executive Officer represent $11,000 in matching contributions made by the Company under its 401(k) plan for Mr. Moore and Mr. Zehnder, $11,338 in medical insurance premiums for Mr. Moore and Mr. Zehnder and $11,227 in medical insurance premiums for Mr. Hoyt, $87 in life insurance premiums for each of Mr. Hoyt, Mr. Moore and Mr. Zehnder, $9,600 in auto allowances for Mr. Moore and Mr. Zehnder, and $1,200 in cell phone allowances for Mr. Zehnder. Amounts paid in 2017 to each Named Executive Officer represent $3,084 and $4,630 in matching contributions made by the Company under its 401(k) plan for Mr. Moore and Mr. Zehnder, respectively, $3,000 in medical insurance premiums and $87 in life insurance premiums for each of Mr. Hoyt, Mr. Moore and Mr. Zehnder, $9,600 in auto allowances for Mr. Moore and Mr. Zehnder, and $1,200 in cell phone allowances for Mr. Zehnder. |
Option-Based Awards | Stock Awards | |||||||||||||||||
Name | Number of securities underlying unexercised options | Number of securities underlying unexercised options | Equity incentive plan awards: Number of securities underlying unexercised unearned options | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | |||||||||
(#) | (#) | (#) | ($) | (#) | ($) | (#) | ($) | |||||||||||
exercisable | unexercisable | |||||||||||||||||
Casey Hoyt | 50,000 | - | 7.45 | July 10, 2020 | 305,999 | 1,600,375 | ||||||||||||
- | 134,166 | 2.27 | January 4, 2028 | _ | _ | |||||||||||||
Michael Moore | 50,000 | - | 7.45 | July 1, 2020 | 297,729 | 1,557,123 | ||||||||||||
- | 130,539 | 2.27 | January 4, 2028 | _ | _ | |||||||||||||
W. Todd Zehnder | 117,000 | - | 3.12 | December 7, 2020 | 289,459 | 1,513,871 | ||||||||||||
- | 126,913 | 2.27 | January 4, 2028 | _ | _ |
(1) | Aggregate value is calculated based on the difference between the exercise price of the options and the last closing price of the common shares on the TSX for the year ended December 31, 2018 ($5.23 on December 31, 2018). |
Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards(1)(2) ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||
Nitin Kaushal | 75,000 | 74,998 | 63,083 | - | - | - | 213,081 | |||||||||||||||||||||
Randy Dobbs | 75,000 | 74,998 | 63,083 | - | - | - | 213,081 | |||||||||||||||||||||
Timothy Smokoff | 75,000 | 74,998 | 63,083 | - | - | - | 213,081 | |||||||||||||||||||||
Bruce Greenstein | 75,000 | 74,998 | - | - | - | - | 149,998 | |||||||||||||||||||||
William Frazier(3) | - | - | - | - | - | - | - |
(1) | The amounts shown represent the aggregate grant date fair value for option awards granted to the non-employee directors computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 7 – Shareholders Equity” to our audited financial statements for the fiscal years ended December 31, 2018 and 2017 included in this Registration Statement.. |
(2) | As of December 31, 2018, Mr. Kaushal had 326,261 options outstanding, Mr. Dobbs had 36,261 options outstanding, Mr. Smokoff had 36,261 options outstanding and Mr. Greenstein had no options outstanding. |
(3) | As an employee of Viemed, Dr. Frazier does not receive any compensation for his service as a director of Viemed. |
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by securityholders | 3,260,527 | (1) | $ | 3.39 | 4,321,398 | |||||||
Equity compensation plans not approved by securityholders | - | - | - | |||||||||
Total | 3,260,527 | (1) | $ | 3.39 | 4,321,398 |
(1) | Includes 1,545,450 options and 1,715,077 RSUs. |
• | persons other than affiliates, beginning 90 days after the effective date of this Registration Statement; and |
• | our affiliates, beginning 90 days after the effective date of this Registration Statement, subject to the manner-of-sale and volume limitations, current public information and filing requirements of Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144. |
Exhibit Number | Exhibit Title | |
Share Purchase Agreement dated as of January 11, 2017 between PHM Logistics Corporation and Viemed, Inc. | ||
Asset Purchase Agreement dated as of January 11, 2017 between Patient Home Monitoring Corp. and Viemed Healthcare, Inc. | ||
Arrangement Agreement dated as of January 11, 2017 between Patient Home Monitoring Corp. and Viemed Healthcare, Inc. | ||
Arrangement Agreement Amendment dated as of October 31, 2017 between Patient Home Monitoring Corp. and Viemed Healthcare, Inc. | ||
Notice of Articles of Business Corporation Act of Viemed Healthcare, Inc. | ||
Business Corporation Act Articles of Viemed Healthcare, Inc. | ||
Amended and Restated Warrant Indenture dated effective January 9, 2018 between Viemed Healthcare, Inc. and Computershare Trust Company of Canada (amending and restating a warrant indenture dated as of August 27, 2014) and the Form of Warrant included as Schedule A therein. | ||
Amended and Restated Warrant Indenture dated effective January 9, 2018 between Viemed Healthcare, Inc. and Computershare Trust Company of Canada (amending and restating a warrant indenture dated as of May 4, 2015) and the Form of Warrant included as Schedule A therein. | ||
Commercial Business Loan Agreement for Term Loans and Lines of Credit dated February 21, 2018 among Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC and Hancock Whitney Bank. | ||
Commercial Note made by Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC to Hancock Whitney Bank, dated as of March 19, 2019. | ||
Security Agreement dated February 21, 2018 among Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC and Hancock Whitney Bank. | ||
First Amendment to Commercial Business Loan Agreement for Term Loans and Lines of Credit dated March 19, 2019 among Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC and Hancock Whitney Bank. | ||
Form of Indemnity Agreement between Viemed Healthcare, Inc. and its Directors and Executive Officers. | ||
Amended and Restated Stock Option Plan of Viemed Healthcare, Inc. | ||
Amended and Restated Viemed Healthcare, Inc. Restricted Share Unit and Deferred Share Unit Plan. | ||
Viemed Inc. Phantom Share Plan. | ||
Form of Phantom Share Plan Award. | ||
Viemed Inc. Annual Discretionary Cash Bonus Plan. | ||
*10.11 | Second Amendment to Commercial Business Loan Agreement for Term Loans and Lines of Credit dated May 30, 2019 among Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC and Hancock Whitney Bank. | |
*10.12 | Commercial Term Note made by Viemed, Inc., Sleep Management, LLC, Home Sleep Delivered, LLC to Hancock Whitney Bank, dated as of May 30, 2019. | |
Executive Employment Agreement dated effective June 3, 2019 by and between Casey Hoyt and Sleep Management, LLC. | ||
Executive Employment Agreement dated effective June 3, 2019 by and between Michael B. Moore and Sleep Management, LLC. | ||
Executive Employment Agreement dated effective June 3, 2019 by and between William T. Zehnder and Sleep Management, LLC. | ||
Triple Net Lease Agreement dated December 1, 2015 by and between Moore Hoyt Rentals, LLC and Sleep Management LLC. | ||
Triple Net Lease Agreement dated December 1, 2015 by and between Moore Hoyt Rentals, LLC and Home Sleep Delivered LLC. | ||
Letter of MNP LLP dated July 10, 2019. | ||
Subsidiaries of the Registrant. |
* | Filed herewith. |
# | Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
^ | Management contract or compensatory plan or arrangement. |
VIEMED HEALTHCARE, INC. | |||||
By: | /s/ William T. Zehnder | ||||
Name: | William T. Zehnder | ||||
Title: | Chief Operating Officer | ||||
Date: | July 10, 2019 |
Page | |
Report of Independent Registered Public Accounting Firm | F-2 |
Consolidated Balance Sheets as at December 31, 2018 and 2017 | F-3 |
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2018 and 2017 | F-4 |
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2018 and 2017 | F-5 |
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017 | F-6 |
Notes to Consolidated Financial Statements | F-7 |
Unaudited Condensed Consolidated Financial Statements | |
Page | |
Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 | F-27 |
Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2019 and 2018 | F-28 |
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018 | F-29 |
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 | F-30 |
Notes to the Condensed Consolidated Financial Statements | F-31 |
VIEMED HEALTHCARE, INC. CONSOLIDATED BALANCE SHEETS | |
(Expressed in thousands of U.S. Dollars, except outstanding shares) | |
Note | At December 31, 2018 | At December 31, 2017 | |||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 10,413 | $ | 5,098 | |||||||
Accounts receivable, net of allowance for doubtful accounts of $4,266 and $3,060 at December 31, 2018 and 2017, respectively | 2 | 8,839 | 9,781 | ||||||||
Inventory | 2 | 2,887 | 1,633 | ||||||||
Prepaid expenses and other assets | 824 | 489 | |||||||||
Total current assets | $ | 22,963 | $ | 17,001 | |||||||
Long-term assets | |||||||||||
Property and equipment | 3 | 30,562 | 20,690 | ||||||||
Total long-term assets | $ | 30,562 | $ | 20,690 | |||||||
TOTAL ASSETS | $ | 53,525 | $ | 37,691 | |||||||
LIABILITIES | |||||||||||
Current liabilities | |||||||||||
Trade payables | $ | 5,884 | $ | 3,386 | |||||||
Income taxes payable | 152 | 142 | |||||||||
Accrued liabilities | 4 | 7,551 | 5,082 | ||||||||
Current portion of capital lease | 5 | 3,031 | 4,381 | ||||||||
Warrant conversion liability | 6 | 363 | 158 | ||||||||
Total current liabilities | $ | 16,981 | $ | 13,149 | |||||||
Long-term liabilities | |||||||||||
Accrued liabilities | 7 | 1,117 | — | ||||||||
Capital lease | 5 | 394 | 798 | ||||||||
Total long-term liabilities | $ | 1,511 | $ | 798 | |||||||
TOTAL LIABILITIES | $ | 18,492 | $ | 13,947 | |||||||
Commitments and Contingencies (Note 8) | |||||||||||
SHAREHOLDERS’ EQUITY | |||||||||||
Common stock - No par value: unlimited authorized; 37,500,815 and 37,909,628 issued and outstanding as of December 31, 2018 and 2017, respectively | 7 | 71 | 67 | ||||||||
Additional paid-in capital | 5,390 | 2,688 | |||||||||
Retained earnings | 29,572 | 20,989 | |||||||||
TOTAL SHAREHOLDERS’ EQUITY | $ | 35,033 | $ | 23,744 | |||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 53,525 | $ | 37,691 |
VIEMED HEALTHCARE, INC. CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | |
(Expressed in thousands of U.S. Dollars, except share and per share amounts) | |
Years Ended December 31, | |||||||||||
Note | 2018 | 2017 | |||||||||
Revenue | $ | 65,271 | $ | 46,928 | |||||||
Cost of revenue | 16,689 | 12,313 | |||||||||
Gross profit | $ | 48,582 | $ | 34,615 | |||||||
Operating Expenses | |||||||||||
Selling, general and administrative | 34,442 | 24,561 | |||||||||
Stock-based compensation | 7 | 2,702 | 828 | ||||||||
Depreciation | 588 | 402 | |||||||||
Loss on disposal of property and equipment | 54 | 203 | |||||||||
Other expense | 71 | — | |||||||||
Income from operations | $ | 10,725 | $ | 8,621 | |||||||
Non-operating expenses | |||||||||||
Unrealized loss on warrant conversion liability | 6 | 205 | 158 | ||||||||
Interest expense, net of interest income | 5 | 181 | 272 | ||||||||
Net income before taxes | 10,339 | 8,191 | |||||||||
Provision for income taxes | 9 | 162 | 15 | ||||||||
Net income and comprehensive income | $ | 10,177 | $ | 8,176 | |||||||
Net income per share | |||||||||||
Basic | 11 | $ | 0.27 | $ | 0.22 | ||||||
Diluted | 11 | $ | 0.26 | $ | 0.22 | ||||||
Weighted average number of common shares outstanding: | |||||||||||
Basic | 11 | 37,892,118 | 37,909,628 | ||||||||
Diluted | 11 | 39,677,704 | 37,971,921 |
VIEMED HEALTHCARE, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY | |
(Expressed in thousands of U.S. Dollars, except shares outstanding) | |
Common Stock Shares Amount | Additional paid-in capital (Note 8) | Retained earnings | Total Shareholders’ equity | |||||||||||||||||
Shareholders’ equity, December 31, 2016 | 37,909,628 | $ | 67 | $ | — | $ | 12,813 | $ | 12,880 | |||||||||||
Stock-based compensation - options | 828 | 828 | ||||||||||||||||||
Settlement of intercompany balance from spin-off | 1,860 | 1,860 | ||||||||||||||||||
Net Income | 8,176 | 8,176 | ||||||||||||||||||
Shareholders’ equity, December 31, 2017 | 37,909,628 | $ | 67 | $ | 2,688 | $ | 20,989 | $ | 23,744 | |||||||||||
Stock-based compensation - options | 802 | 802 | ||||||||||||||||||
Stock-based compensation - restricted stock | 1,900 | 1,900 | ||||||||||||||||||
Warrant exercise | 1,890 | 4 | 4 | |||||||||||||||||
Shares repurchased and canceled under the Normal Course Issuer Bid | (410,703 | ) | — | (1,594 | ) | (1,594 | ) | |||||||||||||
Net Income | 10,177 | 10,177 | ||||||||||||||||||
Shareholders’ equity, December 31, 2018 | 37,500,815 | $ | 71 | $ | 5,390 | $ | 29,572 | $ | 35,033 |
VIEMED HEALTHCARE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
(Expressed in thousands of U.S. Dollars) | ||||||||||
Years Ended December 31, | |||||||||||
Note | 2018 | 2017 | |||||||||
Cash flows from operating activities | |||||||||||
Net income | $ | 10,177 | $ | 8,176 | |||||||
Adjustments for: | |||||||||||
Depreciation | 3,783 | 2,543 | |||||||||
Bad debt expense | 2 | 6,195 | 5,142 | ||||||||
Share-based compensation | 7 | 2,702 | 828 | ||||||||
Unrealized loss on warrant conversion liability | 205 | 158 | |||||||||
Loss on disposal of property and equipment | 54 | 203 | |||||||||
Net change in working capital | |||||||||||
Increase in accounts receivable | (5,253 | ) | (10,130 | ) | |||||||
(Increase) decrease in inventory | (1,254 | ) | 5 | ||||||||
Increase in trade payables | 2,498 | 1,503 | |||||||||
Decrease in trade payables - related parties | — | (603 | ) | ||||||||
Increase in accrued liabilities | 3,586 | 4,119 | |||||||||
(Increase) decrease in income tax payable | 10 | 142 | |||||||||
Decrease other current assets | (335 | ) | (62 | ) | |||||||
Net cash from operating activities | $ | 22,368 | $ | 12,024 | |||||||
Cash flows from investing activities | |||||||||||
Purchase of property and equipment | (6,114 | ) | (4,003 | ) | |||||||
Proceeds from sale of property and equipment | 813 | 430 | |||||||||
Net cash used in investing activities | $ | (5,301 | ) | $ | (3,573 | ) | |||||
Cash flows from financing activities | |||||||||||
Proceeds from exercise of warrants | 4 | — | |||||||||
Shares repurchased and canceled under the Normal Course Issuer Bid | (1,594 | ) | — | ||||||||
Repayments of capital lease liabilities | (10,162 | ) | (7,234 | ) | |||||||
Repayments on long-term debt | — | (458 | ) | ||||||||
Net cash used in financing activities | $ | (11,752 | ) | $ | (7,692 | ) | |||||
Net increase in cash and cash equivalents | 5,315 | 759 | |||||||||
Cash and cash equivalents at beginning of year | 5,098 | 4,339 | |||||||||
Cash and cash equivalents at end of year | $ | 10,413 | $ | 5,098 | |||||||
Supplemental disclosures of cash flow information | |||||||||||
Cash paid during the period for interest | $ | 193 | $ | 273 | |||||||
Cash paid during the period for income taxes, net of refunds received | $ | 151 | $ | 156 | |||||||
Supplemental disclosures of non-cash transactions | |||||||||||
Property and equipment financed through capital leases and long-term debt | $ | 8,408 | $ | 6,381 | |||||||
Settlement of intercompany balance from spin-off(1) | $ | — | $ | 1,860 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
1. | Nature of Business and Operations |
2. | Summary of Significant Accounting Policies |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
December 31, 2018 | December 31, 2017 | |||||||
Cash | $ | 4,021 | $ | 5,098 | ||||
Money market accounts | 6,392 | — | ||||||
Total cash and cash equivalents | $ | 10,413 | $ | 5,098 |
Current | 30-60 | 60-90 | Over 90 | Total Accounts Receivable, net of Allowance | ||||||||||||||||
December 31, 2018 | $ | 4,857 | $ | 1,124 | $ | 668 | $ | 2,190 | $ | 8,839 | ||||||||||
December 31, 2017 | $ | 4,199 | $ | 2,410 | $ | 2,243 | $ | 929 | $ | 9,781 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
December 31, 2018 | December 31, 2017 | |||||||
Balance, beginning of year | $ | 3,060 | $ | 3,069 | ||||
Provision for bad debts | 6,195 | 5,142 | ||||||
Amounts written off | (4,989 | ) | (5,151 | ) | ||||
Balance, end of period | $ | 4,266 | $ | 3,060 |
As at December 31, 2018 | As at December 31, 2017 | |||||||
Serialized | $ | 1,833 | $ | 883 | ||||
Non-serialized | 1,054 | 750 | ||||||
Total inventory | $ | 2,887 | $ | 1,633 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Description | Estimated Useful Lives | |
Medical Equipment | 2 - 10 Years | |
Computer Equipment | 5 Years | |
Office Furniture & Fixtures | 5-10 Years | |
Leasehold Improvements | Shorter of Useful Life or Lease | |
Vehicles | 5 Years | |
Building | 15 Years | |
Land | Indefinite Life |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
For the years ended | ||||||||
December 31, 2018 | December 31, 2017 | |||||||
Revenue from rentals under Topic 840 | ||||||||
Ventilator rentals, non-invasive and invasive | $ | 56,426 | $ | 41,599 | ||||
Other durable medical equipment rentals | 5,038 | 1,999 | ||||||
Revenue from sales and services under Topic 606 | ||||||||
Equipment sales | 2,824 | 2,437 | ||||||
Service revenues | 983 | 893 | ||||||
Total Revenues | $ | 65,271 | $ | 46,928 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
3. | Property and Equipment |
December 31, 2018 | December 31, 2017 | |||||||
Medical equipment | 35,541 | 23,683 | ||||||
Furniture and equipment | 1,174 | 886 | ||||||
Land and building | 631 | — | ||||||
Leasehold improvements | 256 | 177 | ||||||
Vehicles | 1,782 | 1,673 | ||||||
Less: Accumulated depreciation | (8,822 | ) | (5,729 | ) | ||||
Property and equipment, net of accumulated depreciation | $ | 30,562 | $ | 20,690 |
4. | Current Liabilities |
December 31, 2018 | December 31, 2017 | |||||||
Accrued trade payables | $ | 960 | $ | 756 | ||||
Accrued commissions payable | 315 | 205 | ||||||
Accrued bonuses payable | 3,788 | 3,296 | ||||||
Accrued vacation and payroll | 1,012 | 825 | ||||||
Current portion of phantom share liability | 1,476 | — | ||||||
Total accrued liabilities | $ | 7,551 | $ | 5,082 |
5. | Long-term Debt and Capital Leases |
Debt and Capital Leases | At December 31, 2018 | At December 31, 2017 | ||||||
Senior credit facility | $ | — | $ | — | ||||
Finance lease obligations | 3,425 | 5,179 | ||||||
Less: Current portion of capital lease obligations | $ | (3,031 | ) | $ | (4,381 | ) | ||
Net long-term debt | $ | 394 | $ | 798 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Financial Covenant | Require Ratio | |
Current Ratio (Quarterly) | greater than 1.00:1.00 | |
Senior Debt to EBITDA (Quarterly) | less than 2.00:1.00 | |
Fixed Charge Coverages Ratio (Annual) | greater than 1.5:1.00 |
Principal Payments | Interest Payments | |||||||
Less than one year (current portion) | $ | 3,031 | $ | 79 | ||||
Between one and two years | 383 | 20 | ||||||
Between two and five years | 11 | — | ||||||
Total | $ | 3,425 | $ | 99 |
6. | Fair value measurement |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Risk-free interest rate | 1.85 | % | ||
Expected volatility | 75.63 | % | ||
Expected life of warrants | 0.67 years | |||
Expected dividend yield | Nil |
Warrant Conversion Liability | ||||
Balance December 31, 2016 | $ | — | ||
Warrants issued | 158 | |||
Balance December 31, 2017 | $ | 158 | ||
Warrants issued | — | |||
Loss on warrant conversion liability | 205 | |||
Balance December 31, 2018 | $ | 363 |
7. | Shareholders’ Equity |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Year issued | Date of expiry | Type | Number of warrants (000’s) | Weighted average exercise price (CAD$) | ||||||
2017 | August 27, 2019 | Warrant | 177 | $ | 2.60 | |||||
Total | 177 | $ | 2.60 |
Number of warrants (000’s) | Weighted average exercise price (CAD$) | |||||||
Balance December 31, 2016 | — | $ | — | |||||
Issued | 2,601 | $ | 9.74 | |||||
Balance December 31, 2017 | 2,601 | $ | 9.74 | |||||
Exercised | (2 | ) | $ | 2.60 | ||||
Expired | (2,422 | ) | $ | 10.27 | ||||
Balance December 31, 2018 | 177 | $ | 2.60 |
For the years ended | ||||||||
December 31, 2018 | December 31, 2017 | |||||||
Stock-based compensation - options | $ | 802 | $ | 828 | ||||
Stock-based compensation - restricted stock | 1,900 | — | ||||||
Total | $ | 2,702 | $ | 828 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Number of options (000’s) | Weighted average exercise price (CAD$) | Weighted average remaining contractual life | Aggregate Intrinsic Value(1) | ||||||||||
Balance December 31, 2016 | — | $ | — | ||||||||||
Issued | 878 | $ | 4.31 | ||||||||||
Balance December 31, 2017 | 878 | $ | 4.31 | 2.3 years | $ | 65 | |||||||
Issued | 696 | $ | 2.27 | ||||||||||
Expired / Forfeited | (29 | ) | $ | 4.43 | |||||||||
Balance December 31, 2018 | 1,545 | $ | 3.39 | 5.8 years | $ | 1,605 | |||||||
Includes NIL shares netted for tax. |
2018 | 2017 | |||||||
Exercise price ($CAD) | $ | 2.18 | $ | 1.44 - $8.44 | ||||
Risk-free interest rate | 2.27 | % | 1.55 | % | ||||
Expected volatility | 138.14 | % | 92.90 | % | ||||
Expected life of options | 10 Years | 2.25 - 7.61 years | ||||||
Expected dividend yield | Nil | Nil | ||||||
Fair value on date of grant ($USD) | $ | 2.27 | $ | 0.52 - $2.05 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Number of Restricted Stock Units (000’s) | Weighted average grant price (CAD$) | Weighted average remaining contractual life | Aggregate Intrinsic Value(1) | ||||||||||
Balance December 31, 2016 | — | $ | — | | |||||||||
Issued | — | $ | — | ||||||||||
Balance December 31, 2017 | — | $ | — | ||||||||||
Issued | 1,774 | $ | 2.41 | ||||||||||
Expired / Forfeited | (59 | ) | $ | 2.25 | |||||||||
Balance December 31, 2018 | 1,715 | $ | 2.41 | 1.01 years | $ | 6,575 |
Number of Phantom Share Units (000’s) | Weighted average price (CAD$) | |||||||
Balance December 31, 2016 | — | $ | — | |||||
Issued | — | $ | — | |||||
Balance December 31, 2017 | — | $ | — | |||||
Issued | 1,793 | $ | 4.60 | |||||
Expired / Forfeited | (101 | ) | $ | 4.60 | ||||
Balance December 31, 2018 | 1,692 | $ | 4.60 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
December 31, 2018 | ||||
Share price | $ | 5.23 (CAD$ | ) | |
Remaining life of phantom share units | 0.5 - 3 Years | |||
Calculated fair value of phantom share units | $ | 2,593 |
8. | Commitments and Contingencies |
Operating Leases | Related Party Leases | |||||||
Less than 1 year | $ | 127 | $ | 216 | ||||
Between 1 and 3 years | 58 | 648 | ||||||
Between 3 and 5 years | — | 432 | ||||||
Five years or more | — | 90 | ||||||
Total | $ | 185 | $ | 1,386 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
9. | Income Taxes |
Year ended December 31, 2018 | Year ended December 31, 2017 | |||||||
Net income before income taxes | $ | 10,339 | $ | 8,191 | ||||
Statutory income tax rate | 21 | % | 35 | % | ||||
Computed provision for income taxes | 2,171 | 2,867 | ||||||
State income tax expense | 506 | 409 | ||||||
Permanent differences | 327 | 530 | ||||||
Prior period deferred balance adjustments | 508 | (2,114 | ) | |||||
Tax rate changes | (1,161 | ) | 8,301 | |||||
Changes in valuation allowance for deferred tax assets | (2,189 | ) | (9,978 | ) | ||||
Provision for income taxes | $ | 162 | $ | 15 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Year ended December 31, 2018 | Year ended December 31, 2017 | |||||||
Current taxes | ||||||||
Federal | $ | — | $ | — | ||||
State | 162 | 15 | ||||||
Foreign | — | — | ||||||
Total current taxes | 162 | 15 | ||||||
Deferred taxes | — | — | ||||||
Provision for income taxes | $ | 162 | $ | 15 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
Year ended December 31, 2018 | Year ended December 31, 2017 | |||||||
Deferred tax assets | ||||||||
Net operating losses - US | $ | 980 | $ | 1,205 | ||||
Non-capital losses - CAD | 3 | — | ||||||
Goodwill (a) | 14,403 | 14,510 | ||||||
Allowance for doubtful accounts | 1,105 | 735 | ||||||
Accrued compensation and other | 37 | 36 | ||||||
Accrued phantom stock | 672 | — | ||||||
Stock-based compensation | 914 | — | ||||||
UNICAP | 19 | 118 | ||||||
481(a) adjustment | 10 | 7 | ||||||
Total deferred tax assets | 18,143 | 16,611 | ||||||
Deferred tax liabilities | ||||||||
Property and equipment | (6,196 | ) | (2,475 | ) | ||||
Total deferred tax liabilities | (6,196 | ) | (2,475 | ) | ||||
Valuation Allowance | ||||||||
Net deferred tax asset before valuation allowance | 11,947 | 14,136 | ||||||
Less: valuation allowance | (11,947 | ) | (14,136 | ) | ||||
Net deferred tax asset | — | — |
Year ended December 31, 2018 | ||||
Expiring in 2034 | $ | 1,274 | ||
Expiring in 2037 | 2,509 |
Year ended December 31, 2018 | ||||
Expiring in 2038 | $ | 11 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
10. | Financial Risk Factors |
11. | Earnings Per Share |
VIEMED HEALTHCARE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) | |
December 31, 2018 and 2017 |
For the years ended | ||||||||
December 31, 2018 | December 31, 2017 | |||||||
Numerator - basic and diluted: | ||||||||
Net income attributable to shareholders | $ | 10,177 | $ | 8,176 | ||||
Denominator: | ||||||||
Basic weighted-average number of common shares | 37,892,118 | 37,909,628 | ||||||
Diluted weighted-average number of shares | 39,677,704 | 37,971,921 | ||||||
Basic earnings per share | $ | 0.27 | $ | 0.22 | ||||
Diluted earnings per share | $ | 0.26 | $ | 0.22 | ||||
Denominator calculation from basic to diluted: | ||||||||
Basic weighted-average number of common shares | 37,892,118 | 37,909,628 | ||||||
Stock options and other dilutive securities | 1,785,586 | 62,293 | ||||||
Diluted weighted-average number of shares | 39,677,704 | 37,971,921 |
12. | Subsequent Events |
Financial Covenant | Require Ratio |
Total Debt to Adjusted EBITDA (Quarterly) | less than 1.50:1.00 |
Minimum Working Capital (Quarterly) | at least $2,500,000 |
Fixed Charge Coverages Ratio (Quarterly) | greater than 1.35:1.00 |
VIEMED HEALTHCARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS |
(Expressed in thousands of U.S. Dollars, except outstanding shares) (Unaudited) |
Note | At March 31, 2019 | At December 31, 2018 | |||||||
Derived from Audited Financial Statements | |||||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash and cash equivalents | $ | 7,410 | $ | 10,413 | |||||
Accounts receivable, net of allowance for doubtful accounts of $5,889 and $4,266 at March 31, 2019 and December 31, 2018, respectively | 2 | 11,666 | 8,839 | ||||||
Inventory, net | 2 | 3,615 | 2,887 | ||||||
Prepaid expenses and other assets | 922 | 824 | |||||||
Total current assets | $ | 23,613 | $ | 22,963 | |||||
Long-term assets | |||||||||
Property and equipment | 3 | 34,970 | 30,562 | ||||||
Total long-term assets | $ | 34,970 | $ | 30,562 | |||||
TOTAL ASSETS | $ | 58,583 | $ | 53,525 | |||||
LIABILITIES | |||||||||
Current liabilities | |||||||||
Trade payables | $ | 6,388 | $ | 5,884 | |||||
Income taxes payable | 148 | 152 | |||||||
Accrued liabilities | 4 | 5,850 | 7,551 | ||||||
Current portion of lease liabilities | 5 | 5,966 | 3,031 | ||||||
Warrant conversion liability | 6 | 532 | 363 | ||||||
Total current liabilities | $ | 18,884 | $ | 16,981 | |||||
Long-term liabilities | |||||||||
Accrued liabilities | 7 | 1,962 | 1,117 | ||||||
Long-term lease liabilities | 5 | 1,188 | 394 | ||||||
Total long-term liabilities | $ | 3,150 | $ | 1,511 | |||||
TOTAL LIABILITIES | $ | 22,034 | $ | 18,492 | |||||
Commitments and Contingencies (Note 8) | — | — | |||||||
SHAREHOLDERS’ EQUITY | |||||||||
Common stock - No par value: unlimited authorized; 37,678,098 and 37,500,815 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 7 | 2,277 | 71 | ||||||
Additional paid-in capital | 4,068 | 5,390 | |||||||
Retained earnings | 30,204 | 29,572 | |||||||
TOTAL SHAREHOLDERS’ EQUITY | $ | 36,549 | $ | 35,033 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 58,583 | $ | 53,525 |
See accompanying notes to the condensed consolidated financial statements | ||
F-27 |
VIEMED HEALTHCARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME |
(Expressed in thousands of U.S. Dollars, except share and per share amounts) (Unaudited) |
Three Months Ended March 31, | |||||||||
Note | 2019 | 2018 | |||||||
Revenue | $ | 20,443 | $ | 14,111 | |||||
Cost of revenue | 5,041 | 3,559 | |||||||
Gross profit | $ | 15,402 | $ | 10,552 | |||||
Operating Expenses | |||||||||
Selling, general and administrative | 11,592 | 7,289 | |||||||
Research and development | 234 | — | |||||||
Stock-based compensation | 7 | 880 | 561 | ||||||
Depreciation | 129 | 206 | |||||||
Loss on disposal of property and equipment | 56 | 36 | |||||||
Other expense | 24 | — | |||||||
Income from operations | $ | 2,487 | $ | 2,460 | |||||
Non-operating expenses | |||||||||
Unrealized loss on warrant conversion liability | 6 | 169 | 72 | ||||||
Interest expense, net of interest income | 5 | 26 | 47 | ||||||
Net income before taxes | 2,292 | 2,341 | |||||||
Provision for income taxes | 9 | 138 | — | ||||||
Net income and comprehensive income | $ | 2,154 | $ | 2,341 | |||||
Net income per share | |||||||||
Basic | 10 | $0.06 | $0.06 | ||||||
Diluted | 10 | $0.05 | $0.06 | ||||||
Weighted average number of common shares outstanding: | |||||||||
Basic | 10 | 37,827,058 | 37,909,628 | ||||||
Diluted | 10 | 39,449,123 | 38,084,846 |
See accompanying notes to the condensed consolidated financial statements | ||
F-28 |
VIEMED HEALTHCARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY |
(Expressed in thousands of U.S. Dollars, except shares outstanding) (Unaudited) |
Common Stock Shares Amount | Additional paid-in capital (Note 8) | Retained earnings | Total Shareholders’ equity | ||||||||||||||||
Shareholders’ equity, December 31, 2017 | 37,909,628 | $ | 67 | $ | 2,688 | $ | 20,989 | $ | 23,744 | ||||||||||
Stock-based compensation - options | 145 | 145 | |||||||||||||||||
Stock-based compensation - restricted stock | 416 | 416 | |||||||||||||||||
Net Income | 2,341 | 2,341 | |||||||||||||||||
Shareholders’ equity, March 31, 2018 | 37,909,628 | $ | 67 | $ | 3,249 | $ | 23,330 | $ | 26,646 | ||||||||||
Shareholders’ equity, December 31, 2018 | 37,500,815 | $ | 71 | $ | 5,390 | $ | 29,572 | $ | 35,033 | ||||||||||
Stock-based compensation - options | 578 | 578 | |||||||||||||||||
Stock-based compensation - restricted stock | 302 | 302 | |||||||||||||||||
Options exercised | 2,418 | 4 | 4 | ||||||||||||||||
Shares issued for vesting of restricted stock units | 539,965 | 2,202 | (2,202 | ) | — | ||||||||||||||
Shares repurchased and canceled under the Normal Course Issuer Bid | (365,100 | ) | (1,522 | ) | (1,522 | ) | |||||||||||||
Net Income | 2,154 | 2,154 | |||||||||||||||||
Shareholders’ equity, March 31, 2019 | 37,678,098 | $ | 2,277 | $ | 4,068 | $ | 30,204 | $ | 36,549 |
See accompanying notes to the condensed consolidated financial statements | ||
F-29 |
VIEMED HEALTHCARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Expressed in thousands of U.S. Dollars) (Unaudited) |
Three Months Ended March 31, | |||||||||
Note | 2019 | 2018 | |||||||
Cash flows from operating activities | |||||||||
Net income | $ | 2,154 | $ | 2,341 | |||||
Adjustments for: | |||||||||
Depreciation | 1,295 | 741 | |||||||
Bad debt expense | 2 | 2,125 | 1,532 | ||||||
Share-based compensation | 7 | 880 | 561 | ||||||
Unrealized loss on warrant conversion liability | 169 | — | |||||||
Loss on disposal of property and equipment | 56 | 36 | |||||||
Net change in working capital | |||||||||
(Increase) in accounts receivable | (4,952 | ) | (2,438 | ) | |||||
(Increase) in inventory | (728 | ) | (326 | ) | |||||
Increase (decrease) in trade payables | 504 | (606 | ) | ||||||
(Decrease) in accrued liabilities | (856 | ) | (764 | ) | |||||
(Decrease) in income tax payable | (4 | ) | (32 | ) | |||||
(Increase) in prepaid expenses and other current assets | (98 | ) | (71 | ) | |||||
Net cash from operating activities | $ | 545 | $ | 974 | |||||
Cash flows from investing activities | |||||||||
Purchase of property and equipment | (11 | ) | (46 | ) | |||||
Proceeds from sale of property and equipment | 24 | 117 | |||||||
Net cash from investing activities | $ | 13 | $ | 71 | |||||
Cash flows from financing activities | |||||||||
Proceeds from exercise of warrants/options | 4 | — | |||||||
Shares repurchased and canceled under the Normal Course Issuer Bid | (1,522 | ) | — | ||||||
Repayments of lease liabilities | (2,043 | ) | (1,509 | ) | |||||
Net cash used in financing activities | $ | (3,561 | ) | $ | (1,509 | ) | |||
Net (decrease) in cash and cash equivalents | (3,003 | ) | (464 | ) | |||||
Cash and cash equivalents at beginning of year | 10,413 | 5,098 | |||||||
Cash and cash equivalents at end of year | $ | 7,410 | $ | 4,634 | |||||
Supplemental disclosures of cash flow information | |||||||||
Cash paid during the period for interest | $ | 26 | $ | 47 | |||||
Cash paid during the period for income taxes, net of refunds received | $ | 143 | $ | 32 | |||||
Supplemental disclosures of non-cash transactions | |||||||||
Property and equipment financed through capital leases and long-term debt | $ | 4,505 | $ | 2,884 | |||||
Property and equipment financed through leases upon adoption of FASB ASC 842 | $ | 1,267 | $ | — |
See accompanying notes to the condensed consolidated financial statements | ||
F-30 |
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) |
March 31, 2019 and 2018 |
1. | Nature of Business and Operations |
F-31 |
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) |
March 31, 2019 and 2018 |
Current | 30-60 | 60-90 | Over 90 | Total Accounts Receivable, net of Allowance | ||||||||||||||||
March 31, 2019 | $ | 4,185 | $ | 2,335 | $ | 2,224 | $ | 2,922 | $ | 11,666 | ||||||||||
December 31, 2018 | $ | 4,857 | $ | 1,124 | $ | 668 | $ | 2,190 | $ | 8,839 |
March 31, 2019 | March 31, 2018 | |||||||
Balance, beginning of year | $ | 4,266 | $ | 3,060 | ||||
Provision for bad debts | 2,125 | 1,532 | ||||||
Amounts written off | (502 | ) | (1,424 | ) | ||||
Balance, end of period | $ | 5,889 | $ | 3,168 |
F-32 |
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) |
March 31, 2019 and 2018 |
Description | Estimated Useful Lives | |
Medical Equipment | 2 - 10 Years | |
Computer Equipment | 5 Years | |
Office Furniture & Fixtures | 5-10 Years | |
Leasehold Improvements | Shorter of Useful Life or Lease | |
Vehicles | 5 Years | |
Building | 15 Years | |
Land | Indefinite Life |
F-33 |
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) |
March 31, 2019 and 2018 |
For the three months ended | ||||||||
March 31, 2019 | March 31, 2018 | |||||||
Revenue from rentals under Topic 842 (1) | ||||||||
Ventilator rentals, non-invasive and invasive | $ | 18,282 | $ | 12,825 | ||||
Other durable medical equipment rentals | 918 | 452 | ||||||
Revenue from sales and services under Topic 606 | ||||||||
Equipment sales | 868 | 606 | ||||||
Service revenues | 375 | 228 | ||||||
Total Revenues | $ | 20,443 | $ | 14,111 |
F-34 |
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) |
March 31, 2019 and 2018 |
F-35 |
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) |
March 31, 2019 and 2018 |
March 31, 2019 | December 31, 2018 | |||||||
Medical equipment | 39,553 | 35,541 | ||||||
Furniture and equipment | 1,319 | 1,174 | ||||||
Land and building | 2,003 | 631 | ||||||
Leasehold improvements | 306 | 256 | ||||||
Vehicles | 1,782 | 1,782 | ||||||
Less: Accumulated depreciation | (9,993 | ) | (8,822 | ) | ||||
Property and equipment, net of accumulated depreciation | $ | 34,970 | $ | 30,562 |
F-36 |
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) |
March 31, 2019 and 2018 |
4. | Current Liabilities |
March 31, 2019 | December 31, 2018 | |||||||
Accrued trade payables | $ | 1,051 | $ | 960 | ||||
Accrued commissions payable | 395 | 315 | ||||||
Accrued bonuses payable | 1,237 | 3,788 | ||||||
Accrued vacation and payroll | 599 | 1,012 | ||||||
Current portion of phantom share liability | 2,568 | 1,476 | ||||||
Total accrued liabilities | $ | 5,850 | $ | 7,551 |
Financial Covenant | Required Ratio | |
Total Debt to Adjusted EBITDA (Quarterly) | not more than 1.50:1.00 | |
Minimum Working Capital (Quarterly) | at least $2,500,000 | |
Fixed Charge Coverage Ratio (Quarterly) | not less than 1.35:1.00 |
March 31, 2019 | December 31, 2018 | |||||
Lease liabilities | $ | 7,154 | $ | 3,425 | ||
Less: | ||||||
Current portion of lease liabilities | $ | (5,966 | ) | $ | (3,031 | ) |
Net long-term lease liabilities | $ | 1,188 | $ | 394 |
F-37 |
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) |
March 31, 2019 and 2018 |
Principal Payments | Interest Payments | |||||||
Less than one year (current portion) | $ | 5,709 | $ | 63 | ||||
Between one and two years | 108 | 19 | ||||||
Between two and five years | 70 | 3 | ||||||
Total | $ | 5,887 | $ | 85 |
Principal Payments | Interest Payments | |||||||
Less than one year (current portion) | $ | 257 | $ | 63 | ||||
Between one and two years | 208 | 50 | ||||||
Between two and five years | 362 | 70 | ||||||
Five years or more | 440 | 28 | ||||||
Total | $ | 1,267 | $ | 211 |
6. | Fair value measurement |
F-38 |
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) |
March 31, 2019 and 2018 |
Risk-free interest rate | 1.56% | |
Expected volatility | 68.40% | |
Expected life of warrants | 0.42 years | |
Expected dividend yield | Nil |
Warrant Conversion Liability | |||
Balance December 31, 2018 | $ | 363 | |
Warrants issued | — | ||
Unrealized loss on warrant conversion liability | 169 | ||
Balance March 31, 2019 | $ | 532 |
7. | Shareholders’ Equity |
F-39 |
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) |
March 31, 2019 and 2018 |
Year issued | Date of expiry | Type | Number of warrants (000's) | Weighted average exercise price (CAD$) | |||
2017 | August 27, 2019 | Warrant | 177 | $ | 2.60 | ||
Total | 177 | $ | 2.60 |
Number of warrants (000's) | Weighted average exercise price (CAD$) | ||||
Balance December 31, 2018 | 177 | $ | 2.60 | ||
Exercised | — | $ | — | ||
Expired | — | $ | — | ||
Balance March 31, 2019 | 177 | $ | 2.60 |
For the three months ended | ||||||||||
March 31, 2019 | March 31, 2018 | |||||||||
Stock-based compensation - options | $ | 578 | $ | 145 | ||||||
Stock-based compensation - restricted stock | 302 | 416 | ||||||||
Total | $ | 880 | $ | 561 |
F-40 |
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) |
March 31, 2019 and 2018 |
Number of options (000's) | Weighted average exercise price (CAD$) | Weighted average remaining contractual life | Aggregate Intrinsic Value(1) | ||||||||||
Balance December 31, 2018 | 1,545 | $ | 3.39 | 5.8 years | $ | 1,605 | |||||||
Issued | 1,179 | $ | 5.49 | ||||||||||
Exercised | (2 | ) | $ | 2.27 | |||||||||
Expired / Forfeited | (6 | ) | $ | 2.98 | |||||||||
Balance March 31, 2019 | 2,716 | $ | 4.30 | 7.4 years | $ | 3,243 | |||||||
Includes NIL shares netted for tax. |
Three months ended March 31, 2019 | ||
Exercise price ($CAD) | $ 5.49 ($CAD) | |
Risk-free interest rate | 1.96% | |
Expected volatility | 80.94% | |
Expected life of options | 10 Years | |
Expected dividend yield | Nil | |
Fair value on date of grant ($USD) | $ 4.47 ($USD) |
F-41 |
VIEMED HEALTHCARE, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular dollar amounts expressed in thousands of U.S. Dollars, except per share amounts) (Unaudited) |
March 31, 2019 and 2018 |
Number of Restricted Stock Units (000's) | Weighted average grant price (CAD$) | Weighted average remaining contractual life | Aggregate Intrinsic Value(1) | ||||||||
Balance December 31, 2018 | 1,715 | $ | 2.41 | 1.01 years | $6,575 | ||||||
Issued | 61 | $ | 5.49 | ||||||||
Vested | (540 | ) | $ | 2.25 | |||||||
Expired / Forfeited | (33 | ) | $ | 2.25 | |||||||
Balance March 31, 2019 | 1,203 | $ | 2.65 | 1.3 years | $5,931 |
Number of Phantom Share Units (000's) | |||
Balance December 31, 2018 | 1,692 | ||
Issued | — | ||
Expired / Forfeited | (55 | ) | |
Balance March 31, 2019 | 1,637 |
F-42 |
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) |
March 31, 2019 and 2018 |
March 31, 2019 | |||
Share price | $ 6.59 (CAD$) | ||
Remaining life of phantom share units | 0.10 - 2.16 Years | ||
Calculated fair value of phantom share units | $ | 4,530,000 |
8. | Commitments and Contingencies |
9. | Income Taxes |
F-43 |
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) |
March 31, 2019 and 2018 |
For the three months ended | ||||||
March 31, 2019 | March 31, 2018 | |||||
Numerator - basic and diluted: | ||||||
Net income attributable to shareholders | $ | 2,154 | $ | 2,341 | ||
Denominator: | ||||||
Basic weighted-average number of common shares | 37,827,058 | 37,909,628 | ||||
Diluted weighted-average number of shares | 39,449,123 | 38,084,846 | ||||
Basic earnings per share | $ | 0.06 | $ | 0.06 | ||
Diluted earnings per share | $ | 0.05 | $ | 0.06 | ||
Denominator calculation from basic to diluted: | ||||||
Basic weighted-average number of common shares | 37,827,058 | 37,909,628 | ||||
Stock options and other dilutive securities | 1,622,065 | 175,218 | ||||
Diluted weighted-average number of shares | 39,449,123 | 38,084,846 |
11. | Subsequent Events |
F-44 |
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) |
March 31, 2019 and 2018 |
F-45 |