EX-99.1 2 tmb-20240814xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Quipt Home Medical Corp.

Condensed Consolidated Interim Financial Statements

2024 Third Quarter

For the three and nine months ended

June 30, 2024 and 2023

(UNAUDITED)

(Expressed in US Dollars)



Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

As at 

As at 

June 30, 

September 30, 

    

Notes

    

2024

    

2023

ASSETS

 

  

 

  

 

  

Current Assets

 

  

 

  

 

  

Cash

$

14,403

$

17,209

Accounts receivable, net

 

4

 

31,411

 

25,978

Inventory

 

5

 

22,601

 

18,414

Prepaid and other current assets

 

5,827

 

3,832

Total current assets

 

74,242

 

65,433

Long-term assets

 

  

 

  

 

  

Property, equipment, and right of use assets, net

 

6

 

52,071

 

53,405

Goodwill

 

7

 

52,303

 

52,825

Intangible assets, net

 

7

 

69,470

 

74,040

Other assets

 

 

1,698

 

1,705

Total long-term assets

 

175,542

 

181,975

TOTAL ASSETS

$

249,784

$

247,408

LIABILITIES

  

 

  

 

  

Current Liabilities

 

  

 

  

 

  

Accounts payable

$

32,629

$

24,736

Accrued liabilities

 

3,902

 

7,282

Current portion of equipment loans

 

9

 

13,335

 

14,114

Current portion of lease liabilities

 

9

 

5,899

 

5,122

Current portion of senior credit facility

9

 

6,195

 

3,352

Deferred revenue

 

8

 

4,216

 

4,511

Purchase price payable

 

3

 

644

 

1,457

Total current liabilities

 

66,820

 

60,574

Long-term Liabilities

 

 

  

 

  

Equipment loans

 

9

 

96

 

233

Lease liabilities

 

9

 

13,544

 

14,028

Senior credit facility

9

 

58,948

 

61,114

Derivative liability - interest rate swap

9

170

Deferred income taxes

 

405

344

TOTAL LIABILITIES

 

139,983

 

136,293

SHAREHOLDERS' EQUITY

 

  

 

  

 

  

Capital stock

 

10

 

250,241

247,530

Contributed surplus

 

27,191

27,393

Accumulated deficit

 

(167,461)

(163,808)

Accumulated other comprehensive loss

9

(170)

TOTAL SHAREHOLDERS' EQUITY

 

109,801

 

111,115

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

249,784

$

247,408

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 

 1


Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) AND

COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

    

Three Months 

    

Three Months 

    

Nine Months

    

Nine Months

Ended June 30, 

Ended June 30, 

Ended June 30, 

Ended June 30, 

2024

2023

2024

2023

Revenue

Rentals of medical equipment

 

$

26,739

$

25,707

$

81,506

$

68,648

Sales of medical equipment and supplies

 

 

37,228

 

34,577

 

111,779

 

90,571

Total revenue

 

 

63,967

 

60,284

 

193,285

 

159,219

Cost of inventory sold

 

 

16,694

16,630

51,260

41,613

Operating expenses

 

 

30,593

27,385

91,096

74,533

Bad debt expense

3,208

2,425

8,702

7,190

Depreciation

 

 

10,943

10,208

32,208

24,328

Amortization of intangible assets

 

 

1,519

1,490

4,570

3,746

Stock-based compensation

 

 

483

2,034

2,154

3,911

Acquisition-related costs

 

 

188

(25)

393

1,132

Loss (gain) on disposal of property and equipment

 

 

(51)

(33)

(51)

(88)

Operating income

 

 

390

 

170

 

2,953

 

2,854

Financing expenses

 

 

  

 

  

 

  

 

  

Interest expense, net

 

 

1,892

1,969

5,735

4,704

Loss (gain) on foreign currency transactions

 

 

128

(442)

145

(430)

Loss on extinguishment of debt

30

Share of loss in equity method investment

 

 

71

243

Loss before income taxes

 

 

(1,701)

 

(1,357)

 

(3,170)

 

(1,450)

Provision (benefit) for income taxes

 

 

(323)

483

10

Net loss

 

$

(1,701)

$

(1,034)

$

(3,653)

$

(1,460)

Other comprehensive income (loss)

Change in fair value of derivative liability - interest rate swap

105

(170)

Comprehensive loss

$

(1,596)

$

(1,034)

$

(3,823)

$

(1,460)

Net loss per share

 

 

  

 

  

 

  

 

  

Basic loss per share

 

$

(0.04)

$

(0.03)

$

(0.09)

$

(0.04)

Diluted loss per share

 

$

(0.04)

$

(0.03)

$

(0.09)

$

(0.04)

Weighted average number of common shares outstanding:

 

  

 

  

 

  

 

  

Basic

 

 

42,623

40,584

42,303

37,434

Diluted

 

 

42,623

40,584

42,303

37,434

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 

 2


Quipt Home Medical Corp. 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

    

    

Number of

    

    

    

    

Accumulated 

    

Total 

 Shares 

Capital

Contributed 

Accumulated 

Other Comprehensive

shareholders'

Notes

(000’s)

 stock

surplus

Deficit

Loss

 equity

Balance September 30, 2022

 

  

 

35,605

$

214,254

$

26,317

$

(161,024)

$

$

79,547

Net loss

 

  

 

(1,460)

 

(1,460)

Acquisition of Great Elm

432

2,060

2,060

Issuance of shares, net of issuance costs

10

5,409

27,866

27,866

Settlement of restricted stock units

10

526

2,791

(4,129)

(1,338)

Exercise of options

10

101

473

(75)

398

Stock-based compensation

 

10

 

3,911

 

3,911

Balance June 30, 2023

 

  

 

42,073

$

247,444

$

26,024

$

(162,484)

$

$

110,984

Balance September 30, 2023

 

  

 

42,102

$

247,530

$

27,393

$

(163,808)

$

$

111,115

Net loss

 

  

 

(3,653)

 

(3,653)

Change in fair value of derivative liability - interest rate swap

9

(170)

(170)

Settlement of restricted stock units

469

1,591

(1,804)

(213)

Exercise of options

10

519

1,120

(552)

568

Stock-based compensation

 

10

 

2,154

 

2,154

Balance June 30, 2024

 

43,090

$

250,241

$

27,191

$

(167,461)

$

(170)

$

109,801

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 

 3


Quipt Home Medical Corp. 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

    

    

Nine months 

    

Nine months 

ended June 30, 

ended June 30, 

Notes

2024

2023

Operating activities

Net loss

$

(3,653)

(1,460)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

Depreciation and amortization

 

 

36,778

 

28,074

Amortization of financing costs and accretion of purchase price payable

 

3, 9

 

417

 

447

Interest expense, net of amortization and accretion

 

 

5,318

 

4,257

Cash paid for interest

(5,546)

(3,808)

Loss (gain) on foreign currency transactions

 

145

 

(430)

Share of loss in equity method investment

243

 

Loss on extinguishment of debt

30

Gain on disposal of property and equipment

 

(51)

 

(88)

Stock-based compensation

 

10

 

2,154

 

3,911

Adjustment to purchase price payable

(29)

(95)

Provision for income taxes

483

10

Cash paid for income taxes

(1,140)

(515)

Change in working capital:

 

Net increase in accounts receivable

 

(5,433)

(1,902)

Net increase in inventory

 

(4,186)

(2,469)

Net increase in prepaid and other current assets

 

(2,022)

(1,578)

Net increase (decrease) in deferred revenue

 

(295)

393

Net increase in accounts payables and accrued liabilities

 

5,459

2,535

Net cash flow provided by operating activities

 

28,642

 

27,312

Investing activities

 

  

 

  

 

  

Purchase of property and equipment

 

6

 

(6,852)

(4,959)

Cash proceeds from sale of property and equipment

 

112

84

Cash paid for equity method investment

 

3

 

(210)

Cash paid for acquisitions

 

 

(71,869)

Net cash flow provided by (used in) investing activities

 

(6,950)

 

(76,744)

Financing activities

 

  

 

  

 

  

Repayments of loans

 

9

 

(20,327)

(12,651)

Repayments of leases

9

(4,377)

(3,200)

Repayments of senior credit facility

(2,588)

(8,788)

Issuance costs related to credit facility

(10)

(467)

Issuance of debt under senior credit facility

2,888

64,000

Issuance of shares, net of issuance costs

27,866

Settlement of restricted stock units

(213)

(1,338)

Proceeds from exercise of options

568

398

Payments of purchase price payable

 

3

 

(294)

(4,889)

Net cash flow provided by (used in) financing activities

 

(24,353)

 

60,931

Effect of exchange rate changes on cash held in foreign currencies

 

(145)

 

430

Net increase (decrease) in cash

 

(2,806)

 

11,929

Cash, beginning of period

 

17,209

 

8,516

Cash, end of period

$

14,403

$

20,445

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 

 4


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

1.

Nature of operations

Reporting entity

Quipt Home Medical Corp. (“Quipt” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on March 5, 1993. On December 30, 2013, the Company continued into British Columbia, Canada. The address of the registered office is 1133 Melville St Suite 2700, Vancouver, British Columbia, V6E 4E5. The head office is located at 1019 Town Drive, Wilder, Kentucky, United States. The Company is a participating Medicare provider that provides i) nebulizers, oxygen concentrators, and CPAP (continuous positive airway pressure) and BiPAP (bi level positive air pressure) units; ii) traditional and non-traditional durable medical equipment and services; and iii) non-invasive ventilation equipment, supplies and services.

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis that assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of operations.

2.

Summary of significant accounting policies

Statement of compliance

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting”, using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. These condensed consolidated interim financial statements do not include all the disclosures required in annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2023.

The Company has followed the same basis of presentation, accounting policies and method of computation for these condensed consolidated interim financial statements as disclosed in the annual audited consolidated financial statements for the year ended September 30, 2023.

The unaudited consolidated financial statements were approved and authorized for issuance by the Board of Directors on August 14, 2024.

3.

Acquisitions of business and purchasing accounting

Investment in DMEScripts, LLC

In July 2023, the Company, through QHM Investments I, LLC, acquired an 8.3% stake in DMEScripts, LLC for $1,500,000. DMEScripts, LLC is an independent e-prescribe company in the US that automates the medical equipment ordering process. This technology is dedicated to improving the patient, prescriber, and provider experience by eliminating inefficiencies and reducing paperwork. During the nine months ended June 30, 2024, additional investments of $210,000 were made, which increased the Company’s ownership to 8.6%.

Page 

 5


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

Purchase Price Payable

The purchase price payable included on the statements of financial position consists of amounts related to prior period business acquisitions. Below is the movement in purchase price payable for the nine months ended June 30, 2024 and 2023, respectively:

Amount

Balance September 30, 2022

$

5,778

Adjustments on prior acquisitions

(639)

Accretion of interest

 

109

Payments

 

(4,889)

Balance June 30, 2023

$

359

Balance September 30, 2023

$

1,457

Adjustments on prior acquisitions

(551)

Accretion of interest

 

32

Payments

 

(294)

Balance June 30, 2024

$

644

4.

Accounts Receivable

Accounts receivable represent amounts due from insurance companies and patients. As of June 30, 2024, the Company has approximately 11% of the Company’s receivables due from Medicare:

    

As at 

    

As at 

June 30, 2024

September 30, 2023

Gross receivable

$

42,390

$

35,374

Reserve for expected credit losses

 

(10,979)

 

(9,396)

Total

$

31,411

$

25,978

5.

Inventory

Inventory was comprised of the following as at June 30, 2024 and September 30, 2023:

As at June 30, 

As at September 30, 

2024

2023

Serialized

$

9,236

$

6,733

Non-serialized

 

13,648

 

11,895

Reserve for slow-moving

 

(283)

 

(214)

Total Inventory

$

22,601

$

18,414

The expense for slow-moving inventory is included within cost of inventory sold in the condensed consolidated statement of income (loss) and comprehensive income (loss).

6.

Property and equipment and right of use assets

The property and equipment and right of use assets was comprised of the following:

Page 

 6


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

    

    

    

As at 

As at 

June 30, 2024

September 31, 2023

Property and equipment, net

$

32,645

$

33,648

Right of use assets, net

 

19,426

 

19,757

Total

$

52,071

$

53,405

Rental equipment transferred from inventory during the nine months ended June 30, 2024 and 2023 was $24,467,000 and $20,187,000 respectively. For the nine months ended June 30, 2024 and 2023, the Company obtained equipment loans (Note 9) of $19,411,000 and $15,839,000, respectively, with the balance of $5,056,000 and $4,348,000 paid in cash, respectively.

7.

Goodwill and Intangible Assets

The following is the activity in goodwill and intangible assets for the nine months ended June 30, 2024 and 2023:

    

    

    

    

    

    

Sub-total

    

intangibles

Customer

Non-compete

Customer

with finite

Cost

Goodwill

relationships

Brand

Agreements

Contracts

lives

Total

Balance September 30, 2022

$

28,208

34,898

5,461

1,187

3,851

$

45,397

$

73,605

Acquisitions

23,186

42,000

5,820

47,820

71,006

Adjustments to prior year acquisitions

(544)

(544)

Balance June 30, 2023

$

50,850

$

76,898

$

11,281

$

1,187

$

3,851

$

93,217

$

144,067

Balance September 30, 2023

$

52,825

$

79,088

$

11,581

$

710

$

3,851

$

95,230

$

148,055

Adjustments to prior year acquisitions

(522)

(522)

Balance June 30, 2024

$

52,303

$

79,088

$

11,581

$

710

$

3,851

$

95,230

$

147,533

    

    

    

    

    

    

Sub-total

    

intangibles

Customer

Non-compete

Customer

with finite

Accumulation amortization

Goodwill

relationships

Brand

Agreements

Contracts

lives

Total

Balance September 30, 2022

$

$

10,345

$

1,589

$

725

$

3,851

$

16,510

$

16,510

Amortization

 

2,985

659

102

3,746

 

3,746

Balance June 30, 2023

$

$

13,330

$

2,248

$

827

$

3,851

$

20,256

$

20,256

Balance September 30, 2023

$

$

14,487

$

2,523

$

329

$

3,851

$

21,190

$

21,190

Amortization

 

3,634

829

107

4,570

 

4,570

Balance June 30, 2024

$

$

18,121

$

3,352

$

436

$

3,851

$

25,760

$

25,760

Page 

 7


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

    

    

    

    

    

    

Sub-total

    

intangibles

Customer

Non-compete

Customer

with finite

Net carrying amount

Goodwill

relationships

Brand

Agreements

Contracts

lives

Total

Balance September 30, 2022

$

28,208

$

24,553

$

3,872

$

462

$

$

28,887

$

57,095

Balance June 30, 2023

$

50,850

$

63,568

$

9,033

$

360

$

$

72,961

$

123,811

Balance September 30, 2023

$

52,825

$

64,601

$

9,058

$

381

$

$

74,040

$

126,865

Balance June 30, 2024

$

52,303

$

60,967

$

8,229

$

274

$

$

69,470

$

121,773

8.

Deferred Revenue

Activity for deferred revenue for the nine months ended June 30, 2024 and 2023 is as follows:

    

For the nine

    

For the nine

months ended

months ended

June 30, 2024

June 30, 2023

Beginning Balance

$

4,511

$

3,036

Acquisitions

1,022

Net change

 

(295)

 

393

Ending Balance

$

4,216

$

4,451

9.

Long-term Debt

Senior Credit Facility

In September 2022, the Company entered into a five-year, $110,000,000 senior credit facility (“Facility”) with a group of US banks. The Facility consists of a.) a delayed-draw term loan facility of $85,000,000, of which $64,000,000 was drawn on January 3, 2023, to partially fund the acquisition of Great Elm, b.) a term loan of $5,000,000 that was drawn at closing, and c.) a $20,000,000 revolving credit facility. The Facility is secured by substantially all assets of the Company and is subject to certain financial covenants.  

A summary of the balances related to the Facility as of June 30, 2024 and September 30, 2023 is as follows:

    

As of

 

As of

 

June 30, 2024

 

September 30, 2023

 

Delayed-draw term loan

$

59,200

$

61,600

Term loan

 

4,563

 

4,750

Revolving credit facility

2,888

Total principal

66,651

66,350

Deferred financing costs

(1,508)

(1,884)

Net carrying value

$

65,143

$

64,466

Current portion

 

6,195

3,352

Long-term portion

 

58,948

61,114

Net carrying value

$

65,143

$

64,466

The delayed-draw term loan is repayable in quarterly installments of $800,000, with the balance due at maturity. The term loan is repayable in quarterly installments of $62,500, with the balance due at maturity. The revolving credit facility has a

Page 

 8


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

balance of $2,888,000 as of June 30, 2024, and had average balances of $2,740,000 and $1,040,000 for the three and nine months ended June 30, 2024, respectively. It is classified as a current liability as it is expected to be repaid during the next twelve months.

The delayed-draw term loan and the term loan is bearing interest at 8.1% as of June 30, 2024. The rate is based on a secured overnight financing rate (“SOFR”), with a floor of 0.5%, plus a spread of 2.1% to 2.85% (2.65% as of June 30, 2024) based on the Company’s leverage ratio and will reprice within three months. The revolving credit facility is bearing interest at 8.4% as of June 30,2024 and will reprice within three months. The Facility also has fees for unused availability.

To manage the risks of the cash flows related to interest expense, the Company entered into an interest rate swap, effective November 30, 2023, on $34,000,000 of the Facility. The swap carries a fixed SOFR of 4.4% (resulting in a combined 7.0% rate) and is settled quarterly until its September 2027 maturity date.

The Company entered into the arrangement with an intent to apply hedge accounting, in accordance with the criteria outlined in International Financial Reporting Standards (IFRS) 9, "Financial Instruments.” The Company determined that the swap qualified as a cash flow hedge and is highly effective, and as such, the changes in fair value of the instrument are recorded in accumulated other comprehensive loss in the condensed consolidated interim statements of financial position. As of June 30, 2024, the fair value of the interest rate swap liability was $170,000. This liability is recorded in derivative liability – interest rate swap in the condensed consolidated statements of financial position.  

For the three and nine months ended June 30, 2024, the change in fair value of the interest rate swap was a gain of $105,000 and loss of $170,000, respectively, recorded in other comprehensive income (loss) in the condensed consolidated interim statements of income (loss) and comprehensive income (loss). The fair value of the interest rate swap is determined based on the market conditions and the terms of the interest rate swap agreement using the discounted cash flow methodology. Any difference between the Facility’s SOFR rate and the swap’s rate is recorded as interest expense. For the three and nine months ended June 30, 2024, reductions of $84,000 and $201,000 to interest expense were recorded in the condensed consolidated interim statements of income (loss) and comprehensive income (loss).

Interest expense on the Facility, including the impact of the interest rate swap agreement, was $1,297,000 and $1,380,000 for the three months ended June 30, 2024 and 2023, respectively. Interest expense on the Facility was $3,997,000 and $3,000,000 for the nine months ended June 30, 2024 and 2023, respectively. The fair value of the Facility approximates the carrying value as of June 30, 2024 and September 30, 2023.

The Company has cumulatively incurred $2,370,000 in financing costs to obtain the Facility, which is reflected as a reduction of the outstanding balance and will be amortized as interest expense using the effective interest method over the life of the Facility. During the three months ended June 30, 2024 and 2023, $128,000 and $114,000 of amortization of deferred financing costs was recorded, respectively. During the nine months ended June 30, 2024 and 2023, $385,000 and $338,000 of amortization of deferred financing costs was recorded, respectively.

Equipment Loans

The Company is offered financing arrangements from the Company’s suppliers and the suppliers’ designated financial institutions, under which payments for certain invoices or products can be financed and paid over an extended period. The financial institution pays the supplier when the original invoice becomes due, and the Company pays the third-party financial institution over a period of time. In most cases, the supplier accepts a discounted amount from the financial institution and the Company repays the financial institution the face amount of the invoice with no stated interest, in twelve equal monthly installments. The Company used an incremental borrowing rate of 7.0% - 8.0% to impute interest on these

Page 

 9


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

arrangements. There are no covenants with the loans and the carrying value of the equipment that is pledged as security against the loans is approximately $13,400,000 and $8,700,000 as of June 30, 2024 and September 30, 2023, respectively.

Following is the activity in equipment loans for the nine months ended June 30, 2024 and 2023:

    

Nine months ended

    

Nine months ended

June 30, 2024

June 30, 2023

Beginning Balance

$

14,347

$

5,707

Additions:

 

 

Acquisitions

4,259

Operations

19,411

15,839

Repayments

 

(20,327)

(12,501)

Ending Balance

 

13,431

 

13,304

Current portion

 

13,335

 

13,198

Long-term portion

$

96

$

106

Leases Liabilities

The Company enters into leases for real estate and vehicles. Real estate leases are valued at the net present value of the future lease payments at incremental borrowing rates ranging from 5.9% to 8.8%. Vehicle leases are recorded at rate implicit in the lease based on the current value and the estimated residual value of the vehicle, equating to rates ranging from 3.0% to 11.5%.

Following is the activity in lease liabilities for the nine months ended June 30, 2024 and 2023:

    

    

Real

    

Vehicles

estate

Total

Balance September 30, 2022

$

1,993

$

8,506

$

10,499

Additions:

Acquisitions

365

2,436

2,801

Operations

908

7,258

 

8,166

Repayments

(586)

(2,614)

 

(3,200)

Balance June 30, 2023

$

2,680

$

15,586

$

18,266

Balance September 30, 2023

$

2,914

$

16,236

$

19,150

Additions:

 

Operations

1,760

3,049

 

4,809

Non-cash adjustments

(139)

(139)

Repayments

 

(1,139)

(3,238)

 

(4,377)

Balance June 30, 2024

$

3,535

$

15,908

$

19,443

Page 

 10


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

Future payments pursuant to lease liabilities are as follows:

    

As at

    

As at

June 30, 2024

September 30, 2023

Less than 1 year

$

7,050

$

6,422

Between 1 and 5 years

 

14,959

 

15,280

More than five years

 

544

 

760

Gross lease payments

 

22,553

 

22,462

Less: finance charges

 

(3,110)

 

(3,312)

Net lease liabilities

19,443

19,150

Current portion

5,899

5,122

Long-term portion

$

13,544

$

14,028

10.

Share capital

The Company considers its capital to be shareholders’ equity, which is comprised of capital stock, contributed surplus, accumulated deficit, and accumulated other comprehensive income (loss) in the amount of $109,801,000 and $111,115,000 as of June 30, 2024 and September 30, 2023, respectively.

In May 2024, the Toronto Stock Exchange (“TSX”) accepted the Company’s notice of intention to implement a normal course issuer bid (“NCIB”). Under the NCIB, the Company may purchase for cancellation up to 3,626,845 common shares of the Company, or up to $5,000,000, and will terminate upon the earliest of (i) April 30‎, 2025, (ii) the Company purchasing the maximum number of ‎common shares or dollars, or (iii) the Company terminating the NCIB. Purchases under the NCIB will be made through open market purchases at market price, as well as by other means as may be permitted under applicable securities laws. Any Common Shares that are purchased under the NCIB will be cancelled upon their purchase by the Company. No Common Shares have been purchased under the NCIB.

Issued share capital

The Company has only one class of common stock outstanding. Common shares are classified as equity, and costs related to the issuance of common shares are recognized as a reduction of equity.  

Stock options and grants

The Company has a stock option plan, which it uses for grants to directors, officers, employees, and consultants. Options granted under the plan are non-assignable and may be granted for a term not exceeding ten years. Stock options having varying vesting periods and the unvested options outstanding as of June 30, 2024 will vest through February 2026.

Page 

 11


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

A summary of stock options is provided below:

    

    

Weighted

Number of options (000’s)

average exercise price

Balance September 30, 2022

3,751

C$

4.24

Issued

435

8.30

Exercised

(101)

5.29

Expired

(42)

6.96

Forfeited

(49)

7.15

Balance June 30, 2023

3,994

C$

4.49

Balance September 30, 2023

 

3,957

C$

4.49

Exercised

(519)

1.50

Expired

 

(15)

7.76

Forfeited

 

(3)

8.48

Balance June 30, 2024

 

3,420

C$

4.92

At June 30, 2024, the Company had 3,134,000 vested stock options with a weighted average exercise price of C$4.63.  

Restricted stock units

From May 2021 through February 2023, a total of 1,866,090 restricted stock units were granted to officers and directors. Each unit represents the right to ‎receive one common share, and vests over a period of two years from the grant date at the rate of one-eighth every three months commencing three months after the grant date. During the year ended September 30, 2022, 105,000 units were forfeited. During the nine months ended June 30, 2024 and 2023, 515,063 and 726,653 units were settled. The number of shares issued was less than the number of units settled due to the officers’ election to receive a reduced number of shares to satisfy their tax withholding obligations. These tax withholdings resulted in a cash outflow of $213,000 for the nine months ended June 30, 2024, and $1,338,000 for the nine months ended June 30, 2023. As of June 30, 2024, a total of 519,375 restricted stock units were outstanding, of which 207,750 had vested.

The fair value of the restricted stock units on the date of grant are discounted to reflect the difference between the vesting dates and the expected issuance dates, to be expensed over the respective vesting periods with an increase to contributed surplus.

Stock-based compensation

The Company accounts for stock-based compensation using the fair value method as prescribed by IFRS 2. Under this method, the fair value of stock options and restricted stock units at the date of grant is expensed over the vesting period and the offsetting credit is recorded as an increase in contributed surplus. An estimate of the number of awards that are expected to be forfeited is also made at the time of grant and revised periodically if actual forfeitures differ from those estimates.

Page 

 12


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

For the three and nine months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense as follows:

    

Three Months

    

Three Months

    

Nine months 

    

Nine months 

Ended June 30, 

Ended June 30, 

Ended June 30, 

Ended June 30, 

2024

2023

2024

2023

Restricted stock units

$

322

$

1,412

$

1,423

$

2,468

Stock options

161

622

731

1,443

Stock-based compensation expense

$

483

$

2,034

$

2,154

$

3,911

11.

Commitments and contingencies

Commitments

The Company leases certain facilities with terms of less than a year that are classified as operating leases. Future payments pursuant to these leases are $81,000 as of June 30, 2024, which are all due in less than one year.

Contingencies

From time to time, the Company is involved in various legal proceedings arising from the ordinary course of business, including governmental investigations or other actions or lawsuits stemming from a failure to comply with laws or regulations. The Company has received a civil investigative demand from the Department of Justice (“DOJ”) through the U.S. Attorney’s Office for the Northern District of Georgia pursuant to the False Claims Act regarding an investigation concerning whether the Company may have caused the submission of false claims to government healthcare programs for CPAP equipment. The Company is cooperating with the investigation. The DOJ has not indicated to the Company whether it believes the Company engaged in any wrongdoing. In April 2024, the Company received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) to provide certain documents related to the Company and the DOJ investigation, CID, and financial reporting and disclosure matters (“SEC Subpoena”). According to the SEC, the investigation pursuant to which the SEC Subpoena was issued does not mean that the SEC has concluded that anyone has violated the law, nor does the investigation mean that the SEC has a negative opinion of any person, entity, or security. The Company, through its external legal counsel, has been in contact with the SEC and is cooperating with the SEC as it relates to the SEC Subpoena. Additional governmental agencies could conduct independent investigations relating to this investigation or separate unrelated matters. No assurance can be given as to the timing or outcome of the DOJ’s or SEC’s investigations.

Page 

 13


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

12. Operating expenses

    

Three months

    

Three months

    

Nine months

    

Nine months

ended June 30, 

ended June 30, 

ended June 30, 

ended June 30, 

2024

2023

2024

2023

Payroll and employee benefits

$

19,547

$

18,160

$

58,724

$

49,115

Facilities

 

1,441

1,222

4,199

3,674

Billing

 

2,734

2,444

8,138

6,644

Professional fees

 

1,496

881

4,482

2,631

Outbound freight

 

1,383

1,185

4,115

3,000

Vehicle fuel and maintenance

1,233

1,066

3,515

2,889

Bank and credit card fees

560

520

1,540

1,226

Technology

409

357

1,157

1,006

Insurance

384

408

1,160

1,248

All other

 

1,406

1,142

4,066

3,100

Total operating expenses

$

30,593

$

27,385

$

91,096

$

74,533

13. Income taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. The Company computes its estimated income tax assets and liabilities under the discrete method, which treats the nine months ended June 30, 2024 and 2023 as if it were an annual period. The Company has no federal income taxes payable due to net operating losses. Despite a loss before income taxes, the Company has state income taxes currently payable due to separate legal entity tax filings and the lack of loss carryforwards available in all states.

Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years, and are measured using the current enacted tax rates expected to apply when the differences reverse. A deferred tax asset is recognized only to the extent that the recoverability is considered probable through offset from the reversal of deferred tax liabilities from the same taxation authority.

The provision for income taxes was as follows for the periods indicated:

    

Three months

    

Three months

    

Nine months

    

Nine months

ended June 30, 

ended June 30, 

ended June 30, 

ended June 30, 

2024

2023

2024

2023

Current payable - state

$

$

(323)

$

421

$

10

Deferred:

Federal

26

State

36

Subtotal deferred

62

Provision for income taxes

$

$

(323)

$

483

$

10

14.

Income (loss) per share

Income (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. Diluted loss per share amounts are calculated giving effect to the potential dilution that would occur from the

Page 

 14


Table of Contents

Quipt Home Medical Corp

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) June 30, 2024 and 2023

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

incremental shares issued if in-the-money 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 are used to purchase common shares at the prevailing market price. For periods with a net loss, the potential dilutive shares were excluded because their effect is anti-dilutive.

The following reflects the earnings and share data used in the basic and diluted income (loss) per share computations:

    

Three months

    

Three months

    

Nine months

    

Nine months

ended June 30, 

ended June 30, 

ended June 30, 

ended June 30, 

2024

2023

2024

2023

Net loss

$

(1,701)

$

(1,034)

$

(3,653)

$

(1,460)

Basic weighted average number of shares

 

42,623

 

40,584

 

42,303

 

37,434

Diluted weighted average number of shares

 

42,623

 

40,584

 

42,303

 

37,434

Basic loss per share

$

(0.04)

$

(0.03)

$

(0.09)

$

(0.04)

Diluted loss per share

$

(0.04)

$

(0.03)

$

(0.09)

$

(0.04)

The effect of instruments exercisable or convertible to common shares for the nine months ended June 30, 2024 were excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

15.

Related party transactions

The Company has six leases for office, warehouse, and retail space with a rental company affiliated with the Company’s Chief Executive Officer, the majority of which were entered into in 2015, five of which were renewed on October 1, 2022. The leases have a combined area of 74,520 square feet. Lease payments under these leases were approximately $66,000 and $65,000 per month for the nine months ended June 30, 2024 and 2023, respectively, with increases on October 1 of each year equal to the greater of (i) the Consumer Price Index for All Urban Consumers (CPI-U), and (ii) 3%. One lease expires in June 2026 and the remaining five leases expire on September 30, 2029.

Expense for Board of Directors’ fees were $68,000 and $69,000 for the three months ended June 30, 2024 and 2023, respectively. Expense for Board of Directors’ fees were $203,000 and $226,000 for the nine months ended June 30, 2024 and 2023, respectively. Stock-based compensation for the Board of Directors was $180,000 and $672,000 for the three months ended June 30, 2024 and 2023, respectively. Stock-based compensation for the Board of Directors was $723,000 and $1,476,000 for the nine months ended June 30, 2024 and 2023, respectively.

Key management personnel also participate in the Company’s share option program (see Note 10). The Company recorded compensation to key management personnel as follows:

    

Three months

    

Three months

    

Nine months

    

Nine months

ended June 30, 

ended June 30, 

ended June 30, 

ended June 30, 

2024

2023

2024

2023

Salaries and benefits

$

342

$

299

$

964

$

846

Stock-based compensation

 

147

 

676

 

663

 

1,669

Total

$

489

$

975

$

1,627

$

2,515

Page 

 15