Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Heska Corp | |
Entity Central Index Key | 0001038133 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 9,391,923 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 191,245 | $ 89,030 |
Accounts receivable, net of allowance for doubtful accounts of $232 and $186, respectively | 14,838 | 15,161 |
Inventories, net | 29,056 | 26,601 |
Net investment in leases, current, net of allowance for doubtful accounts of $85 and $105, respectively | 4,020 | 3,856 |
Prepaid expenses | 2,711 | 2,219 |
Other current assets | 3,790 | 3,000 |
Total current assets | 245,660 | 139,867 |
Property and equipment, net | 15,076 | 15,469 |
Operating lease right-of-use assets | 5,404 | 5,726 |
Goodwill | 36,095 | 36,204 |
Other intangible assets, net | 11,061 | 11,472 |
Deferred tax asset, net | 8,027 | 6,429 |
Net investment in leases, non-current | 14,373 | 14,307 |
Investments in unconsolidated affiliates | 7,295 | 7,424 |
Other non-current assets | 7,990 | 7,526 |
Total assets | 350,981 | 244,424 |
Current liabilities: | ||
Accounts payable | 7,137 | 6,600 |
Accrued liabilities | 10,091 | 6,345 |
Accrued purchase consideration payable | 0 | 14,579 |
Current operating lease liabilities | 1,755 | 1,745 |
Current portion of deferred revenue, and other | 2,923 | 2,930 |
Total current liabilities | 21,906 | 32,199 |
Convertible note, long-term, net | 46,872 | 45,348 |
Deferred revenue, net of current portion | 5,521 | 5,966 |
Other long-term borrowings | 1,110 | 1,121 |
Non-current operating lease liabilities | 4,092 | 4,413 |
Deferred tax liability | 678 | 691 |
Other liabilities | 141 | 152 |
Total liabilities | 80,320 | 89,890 |
Redeemable non-controlling interest and mezzanine equity | 23 | 170 |
Stockholders' equity: | ||
Preferred stock, $.01 par value, 2,500,000 and 2,500,000 shares authorized, respectively, 122,000 and 0 shares issued and outstanding, respectively | 1 | 0 |
Common stock, $.01 par value, 10,250,000 and 10,250,000 shares authorized, respectively, none issued or outstanding | 0 | 0 |
Public common stock, $.01 par value, 10,250,000 and 10,250,000 shares authorized, 7,843,079 and 7,881,928 shares issued and outstanding, respectively | 78 | 79 |
Additional paid-in capital | 412,152 | 290,216 |
Accumulated other comprehensive income | 157 | 513 |
Accumulated deficit | (141,750) | (136,444) |
Total stockholders' equity | 270,638 | 154,364 |
Total liabilities, mezzanine equity and stockholders' equity | $ 350,981 | $ 244,424 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 232 | $ 186 |
Leases, allowance for doubtful accounts | $ 85 | $ 105 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,500,000 | 2,500,000 |
Preferred stock, shares issued (in shares) | 122,000 | 0 |
Preferred stock, shares outstanding (in shares) | 122,000 | 0 |
Traditional Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 10,250,000 | 10,250,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Public Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 10,250,000 | 10,250,000 |
Common stock, shares issued (in shares) | 7,843,079 | 7,881,928 |
Common stock, shares outstanding (in shares) | 7,843,079 | 7,881,928 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue, net | $ 30,654 | $ 29,511 |
Cost of revenue | 17,206 | 16,968 |
Gross profit | 13,448 | 12,543 |
Operating expenses: | ||
Selling and marketing | 7,380 | 7,033 |
Research and development | 2,128 | 1,366 |
General and administrative | 8,558 | 4,219 |
Total operating expenses | 18,066 | 12,618 |
Operating loss | (4,618) | (75) |
Interest and other expense (income), net | 2,199 | (16) |
Loss before income taxes and equity in losses of unconsolidated affiliates | (6,817) | (59) |
Income tax (benefit) expense: | ||
Current income tax expense | 25 | 45 |
Deferred income tax benefit | (1,533) | (1,055) |
Total income tax benefit | (1,508) | (1,010) |
Net (loss) income before equity in losses of unconsolidated affiliates | (5,309) | 951 |
Equity in losses of unconsolidated affiliates | (130) | (181) |
Net (loss) income after equity in losses of unconsolidated affiliates | (5,439) | 770 |
Net loss attributable to redeemable non-controlling interest | (151) | (44) |
Net (loss) income attributable to Heska Corporation | $ (5,288) | $ 814 |
Earnings Per Share [Abstract] | ||
Basic (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.70) | $ 0.11 |
Diluted (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.70) | $ 0.10 |
Weighted average outstanding shares used to compute basic (loss) earnings per share attributable to Heska Corporation (in shares) | 7,568 | 7,459 |
Weighted average outstanding shares used to compute diluted (loss) earnings per share attributable to Heska Corporation (in shares) | 7,568 | 7,965 |
Core companion animal | ||
Revenue: | ||
Total revenue, net | $ 27,306 | $ 24,716 |
Other vaccines and pharmaceuticals | ||
Revenue: | ||
Total revenue, net | $ 3,348 | $ 4,795 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Net (loss) income after equity in losses from unconsolidated affiliates | $ (5,439) | $ 770 |
Other comprehensive (loss) income: | ||
Foreign currency translation | (356) | (62) |
Comprehensive (loss) income | (5,795) | 708 |
Comprehensive loss attributable to redeemable non-controlling interest | (151) | (44) |
Comprehensive (loss) income attributable to Heska Corporation | $ (5,644) | $ 752 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Traditional Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 7,676,000 | ||||
Beginning balance at Dec. 31, 2018 | $ 122,409 | $ 0 | $ 77 | $ 257,034 | $ 277 | $ (134,979) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income attributable to Heska Corporation | 814 | 814 | ||||
Issuance of common stock, net of shares withheld for employee taxes (in shares) | 71,000 | |||||
Issuance of common stock, net of shares withheld for employee taxes | (3,070) | $ 0 | (3,070) | |||
Stock-based compensation | 1,186 | 1,186 | ||||
Other comprehensive income (loss) | (62) | (62) | ||||
Ending balance at Mar. 31, 2019 | 121,277 | $ 0 | $ 77 | 255,150 | 215 | (134,165) |
Ending balance (in shares) at Mar. 31, 2019 | 0 | 7,747,000 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 7,882,000 | ||||
Beginning balance at Dec. 31, 2019 | 154,364 | $ 0 | $ 79 | 290,216 | 513 | (136,444) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income attributable to Heska Corporation | (5,288) | (5,288) | ||||
Issuance of common stock, net of shares withheld for employee taxes (in shares) | (39,000) | |||||
Issuance of common stock, net of shares withheld for employee taxes | (202) | $ (1) | (201) | |||
Issuance of preferred stock, net of issuance costs (in shares) | 122,000 | |||||
Issuance of preferred stock, net of issuance costs | 121,785 | $ 1 | 121,784 | |||
Stock-based compensation | 353 | 353 | ||||
Other comprehensive income (loss) | (356) | (356) | ||||
Ending balance at Mar. 31, 2020 | $ 270,638 | $ 1 | $ 78 | $ 412,152 | $ 157 | $ (141,750) |
Ending balance (in shares) at Mar. 31, 2020 | 122,000 | 7,843,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income after equity in losses from unconsolidated affiliates | $ (5,439) | $ 770 |
Adjustments to reconcile net income to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,374 | 1,265 |
Non-cash impact of operating leases | 408 | 375 |
Deferred income tax benefit | (1,533) | (1,055) |
Stock-based compensation | 353 | 1,186 |
Equity in losses of unconsolidated affiliates | 130 | 181 |
Amortization of debt discount and issuance costs | 1,524 | 10 |
Other losses | 42 | 0 |
Changes in operating assets and liabilities (net of the effect of acquisitions): | ||
Accounts receivable | (1,092) | 624 |
Inventories | (3,081) | (1,052) |
Lease receivable, current | (196) | (237) |
Other current assets | (23) | (151) |
Accounts payable | 837 | (110) |
Due to related parties | 0 | (226) |
Accrued liabilities and other | 2,642 | 39 |
Lease receivable, non-current | (74) | (668) |
Other non-current assets | (136) | 101 |
Deferred revenue and other | (497) | (325) |
Net cash (used in) provided by operating activities | (4,761) | 727 |
Cash flows from investing activities: | ||
Investment in subsidiary, net of cash acquired | 0 | (224) |
Acquisition of CVM | (14,420) | 0 |
Purchases of property and equipment | (210) | (234) |
Net cash used in investing activities | (14,630) | (458) |
Cash flows from financing activities: | ||
Payment of preferred stock issuance costs | (158) | 0 |
Preferred stock proceeds | 122,000 | 0 |
Proceeds from issuance of common stock | 336 | 410 |
Repurchase of common stock | (538) | (3,480) |
Repayments of other debt | (10) | (1,486) |
Net cash provided by (used in) financing activities | 121,630 | (4,556) |
Foreign exchange effect on cash, cash equivalents and restricted cash | (24) | (1) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 102,215 | (4,288) |
Cash, cash equivalents and restricted cash, beginning of period | 89,030 | 13,389 |
Cash, cash equivalents and restricted cash, end of period | 191,245 | 9,101 |
Supplemental disclosure of cash flow information: | ||
Non-cash transfers of equipment between inventory and property and equipment, net | 553 | 227 |
Accrued preferred stock issuance costs | $ 56 | $ 0 |
OPERATIONS AND SUMMARY OF SIGNI
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Heska Corporation and its wholly-owned subsidiaries ("Heska", the "Company", "we" or "our") sell veterinary and animal health diagnostic and specialty products. Our offerings include Point of Care diagnostic laboratory instruments and supplies; digital imaging diagnostic products, software and services; vaccines; local and cloud-based data services; allergy testing and immunotherapy; and single-use offerings such as in-clinic diagnostic tests and heartworm preventive products. Our core focus is on supporting veterinarians in the canine and feline healthcare space. Basis of Presentation and Consolidation In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2020 and December 31, 2019 , the results of our operations and statements of stockholders' equity for the three months ended March 31, 2020 and 2019 , and cash flows for the three months ended March 31, 2020 and 2019 . The unaudited Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. Our unaudited Condensed Consolidated Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries since their respective dates of acquisitions. All intercompany accounts and transactions have been eliminated in consolidation. Where our ownership of a subsidiary is less than 100%, the non-controlling interest is reported on our Condensed Consolidated Balance Sheets. The non-controlling interest in our consolidated net income is reported as "Net loss attributable to redeemable non-controlling interest" on our Condensed Consolidated Statements of Income. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and other financial information filed with the SEC. Reclassification To maintain consistency and comparability, certain amounts in the financial statements have been reclassified to conform to current year presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates are required when establishing the allowance for doubtful accounts and the net realizable value of inventory; determining future costs associated with warranties provided; determining the period over which our obligations are fulfilled under agreements to license product rights and/or technology rights; evaluating long-lived and intangible assets and investments for estimated useful lives and impairment; estimating the useful lives of instruments under leasing arrangements; determining the allocation of purchase price under purchase accounting; estimating the expense associated with the granting of stock; determining the need for, and the amount of a valuation allowance on deferred tax assets; determining the value of the non-controlling interest in a business combination; and determining the fair value of the liability component associated with the issuance of convertible debt. Critical Accounting Policies Our accounting policies are described in our audited Consolidated Financial Statements and Notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2019 , and other than the recently adopted accounting pronouncements described below have not changed materially since such filing. Adoption of New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326) , which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based upon historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , in November 2018 . This ASU clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , which further clarifies and improves guidance related to accounting for credit losses. In May 2019, the FASB issued ASU 2019-05, Financial Instruments - Credit Losses (Topic 326) . This ASU provides relief to certain entities adopting ASU 2016-13. The amendment provides entities with an option to irrevocably elect the fair value option for certain financial assets. These amendments are effective for fiscal years beginning after December 15, 2019 and interim periods within those annual periods. The Company adopted ASU 2016-13 with a cumulative-effect adjustment in retained earnings as of January 1, 2020. The impact of the adoption was not material to the Company's consolidated financial statements as credit losses are not expected to be significant based on historical collection trends, the financial condition of customers, and external market factors. The Company will continue to actively monitor the impact of the recent coronavirus ("COVID-19") pandemic on expected credit losses. Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740, and also clarifies and amends existing guidance to improve consistent application. This guidance will be effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This guidance will be effective for fiscal years beginning after December 15, 2021. We are currently evaluating the impact of this update on our consolidated financial statements. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE We separate our goods and services among two reportable segments, Core companion animal ("CCA") and Other vaccines and pharmaceuticals ("OVP"). The CCA segment consists of revenue generated from the following: • Point of Care laboratory products including instruments, consumables and services; • Point of Care imaging products including instruments, software and services; • Single use pharmaceuticals, vaccines and diagnostic tests primarily related to companion animals; and • Other vaccines and pharmaceuticals. The OVP segment consists of revenue generated from the following: • Contract manufacturing agreements; and • Other license, research and development revenue. The following table summarizes our CCA revenue (in thousands): Three Months Ended March 31, 2020 2019 Point of Care laboratory revenue: $ 17,096 $ 15,961 Consumables 14,248 12,317 Sales-type leases 1,244 1,742 Outright instrument sales 1,205 1,528 Other 399 374 Point of Care imaging revenue: 4,855 5,410 Outright instrument sales 4,055 4,546 Other 800 864 Other CCA revenue: 5,355 3,345 Other pharmaceuticals, vaccines and diagnostic tests 5,329 3,246 Research and development, license and royalty revenue 26 99 Total CCA revenue $ 27,306 $ 24,716 The following table summarizes our OVP revenue (in thousands): Three Months Ended March 31, 2020 2019 Contract manufacturing $ 3,191 $ 4,666 License, research and development 157 129 Total OVP revenue $ 3,348 $ 4,795 Remaining Performance Obligations Remaining performance obligations represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations include noncancelable purchase orders, the non-lease portion of minimum purchase commitments under long-term supply arrangements, extended warranty, service and other long-term contracts. Remaining performance obligations do not include revenue from contracts with customers with an original term of one year or less, revenue from long-term supply arrangements with no minimum purchase requirements, revenue expected from purchases made in excess of the minimum purchase requirements, or revenue from instruments leased to customers. While the remaining performance obligation disclosure is similar in concept to backlog, the definition of remaining performance obligations excludes leases and contracts that provide the customer with the right to cancel or terminate for convenience with no substantial penalty, even if historical experience indicates the likelihood of cancellation or termination is remote. Additionally, the Company has elected to exclude contracts with customers with an original term of one year or less from remaining performance obligations. As of March 31, 2020 , the aggregate amount of the transaction price allocated to remaining minimum performance obligations was approximately $122.1 million . As of March 31, 2020 , the Company expects to recognize revenue as follows (in thousands): Year Ending December 31, Revenue 2020 (remaining) $ 21,055 2021 25,661 2022 22,458 2023 19,697 2024 15,470 Thereafter 17,747 $ 122,088 Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and deferred revenue, and customer deposits and billings in excess of revenue recognized (contract liabilities) on the Condensed Consolidated Balance Sheets. In addition, the Company defers certain costs incurred to obtain contracts (contract costs). Contract Receivables Certain unbilled receivable balances related to long-term contracts for which we provide a free term to the customer are recorded in "Other current assets" and "Other non-current assets" on the accompanying Condensed Consolidated Balance Sheets. We have no further performance obligations related to these receivable balances and the collection of these balances occurs over the term of the underlying contract. The balances as of March 31, 2020 were $1.1 million and $3.9 million for current and non-current assets, respectively, shown net of related unearned interest. The balances as of December 31, 2019 were $1.1 million and $3.7 million for current and non-current assets, respectively, shown net of related unearned interest. Contract Liabilities The Company receives cash payments from customers for licensing fees or other arrangements that extend for a specified term. These contract liabilities are classified as either current or long-term in the Condensed Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue. As of March 31, 2020 and December 31, 2019 , contract liabilities were $8.2 million and $8.7 million , respectively, and are included within "Current portion of deferred revenue, and other" and "Deferred revenue, net of current portion" in the accompanying Condensed Consolidated Balance Sheets. The decrease in the contract liability balance during the three -month period ended March 31, 2020 is approximately $1.1 million of revenue recognized during the period, offset by approximately $0.6 million of additional deferred sales in 2020 . Contract Costs The Company capitalizes certain direct incremental costs incurred to obtain customer contracts, typically sales-related commissions, where the recognition period for the related revenue is greater than one year. Contract costs are classified as current or non-current and are included in "Other current assets" and "Other non-current assets" in the Condensed Consolidated Balance Sheets based on the timing of when the Company expects to recognize the expense. Contract costs are generally amortized into selling and marketing expense with a certain percentage recognized immediately based upon placement of the instrument with the remainder recognized on a straight-line basis (which is consistent with the transfer of control for the related goods or services) over the average term of the underlying contracts, approximately 6 years. Management assesses these costs for impairment at least quarterly on a portfolio basis and as “triggering” events occur that indicate it is more-likely-than-not that an impairment exists. The balance of contract costs as of March 31, 2020 and December 31, 2019 was $2.7 million and $2.7 million , respectively. Amortization expense for the three -month period ended March 31, 2020 was approximately $0.2 million , offset by approximately $0.2 million of additional contract costs capitalized. Contract liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis whereas contract costs are calculated and reported on a portfolio basis. |
ACQUISITION AND RELATED PARTY I
ACQUISITION AND RELATED PARTY ITEMS | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations and Related Party Disclosures [Abstract] | |
ACQUISITION AND RELATED PARTY ITEMS | ACQUISITIONS AND RELATED PARTY ITEMS CVM On December 5, 2019, Heska entered into a definitive agreement to purchase 100% of the outstanding shares of CVM Diagnostico Veternario S.L. and CVM Ecografia S.L. (“CVM”, collectively), primarily to expand international operations in Europe. CVM is headquartered in Tudela, outside of Madrid, Spain. CVM mainly operates in Spain. The terms of the agreement transferred administrative control of CVM upon signing, and the transfer of the purchase price of approximately $14.4 million and shares occurred subsequently in January 2020. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $8.9 million was allocated to goodwill within the CCA segment based on the preliminary purchase price allocation, all of which is tax deductible for U.S. federal income tax purposes. The preliminary fair values allocated to CVM's assets and liabilities as of the acquisition date, as well as the purchase price, are reflected in the table below (in thousands): Purchase Price December 5, 2019 Consideration payable to former owners $ 14,420 Total $ 14,420 Net Assets Acquired Cash and cash equivalents 1,226 Accounts receivable 582 Inventories 1,750 Other current assets 1,186 Property and equipment 260 Other intangible assets 2,608 Other non-current assets 460 Accounts payable (553 ) Current portion of deferred revenue, and other (67 ) Deferred tax liability (683 ) Other long-term borrowings (1,109 ) Other liabilities (157 ) Total fair value of net assets acquired 5,503 Goodwill 8,917 Total fair value of consideration transferred $ 14,420 The Company's preliminary estimates of fair values of the assets acquired and the liabilities assumed are based on the information that was available at the date of the acquisition, and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of the acquisition. During the three months ended March 31, 2020 , the Company made certain valuation adjustments to provisional amounts previously recognized. These adjustments resulted in a net $68 thousand increase of goodwill, primarily due to fair value adjustments resulting in a decrease in net identifiable assets acquired. Intangible assets acquired, amortization method and estimated useful life as of December 5, 2019, was as follows (dollars in thousands): Useful Life Amortization Method Fair Value Customer relationships 6 years Straight-line $2,440 Trade name 4 years Straight-line $111 The Company incurred acquisition related costs of approximately $0.1 million for the year ended December 31, 2019 , which are included within general and administrative expenses on our Consolidated Statements of Income. CVM generated net revenue of $0.8 million and net income of $0.1 million , for the period from December 6, 2019 to December 31, 2019 . Unaudited Pro Forma Financial Information The following table presents unaudited supplemental pro forma financial information as if the CVM acquisition had occurred on January 1, 2019 (in thousands): Three Months Ended March 31, 2019 Total revenue, net $ 31,621 Net income attributable to Heska Corporation 686 The pro forma financial information presented above has been prepared by combining our historical results and the historical results of CVM and further reflects the effect of purchase accounting adjustments. The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what actual results of operations would have been if the acquisition had occurred as the beginning of the period presented, nor are they indicative of future results of operations. Optomed On February 22, 2019, Heska acquired 70% of the equity of Optomed, a French-based endoscopy company, in exchange for approximately $0.2 million in cash and the assumption of approximately $0.4 million in debt. As part of the purchase, Heska entered into put and call options on the remaining 30% minority interest. The written put options can be exercised based on the achievement of certain financial conditions over a specified period of time for a fixed amount. The options are not currently exercisable at the acquisition date or the reporting date. The estimated value of the non-controlling interest is inclusive of the probability weighted outcome of the options described herein. As of December 31, 2019, the purchase price allocation was final. As part of the purchase agreement, Heska also committed to purchase from the minority interest holder real estate in the amount of $1.2 million , which was paid in full as of December 31, 2019. Cuattro Veterinary Acquisitions In February 2013, the Company acquired a majority interest in Cuattro Veterinary USA, LLC, which was owned by Kevin S. Wilson, among other members. The subsidiary was subsequently renamed Heska Imaging US, LLC ("US Imaging"). The remaining minority position in US Imaging was subject to purchase by Heska under a performance-based put option which was exercised in March 2017. In May 2017, we purchased the remaining minority interest position in US Imaging. In May 2016, the Company closed a transaction to acquire Cuattro Veterinary, LLC ("International Imaging"), which was owned by Kevin S. Wilson, among other members. International Imaging is a provider to international markets of digital radiography technologies for veterinarians. As a leading provider of advanced veterinary diagnostic and specialty products, we made the acquisition in an effort to combine International Imaging's global reach with our domestic success in the imaging and laboratory markets in the United States. In June 2017, the Company consolidated its assets and liabilities in the US Imaging and International Imaging companies into Heska Imaging, LLC ("Heska Imaging"). Cuattro, LLC ("Cuattro") is owned by Kevin S. Wilson, the CEO and President of the Company in addition to Mrs. Wilson and trusts for the benefit of Mr. and Mrs. Wilson's children and family. Purchase Agreement for Certain Assets On December 21, 2018, the Company closed a transaction (the "Asset Acquisition") to acquire certain assets from Cuattro, all related to the CCA segment. Pursuant to the Asset Acquisition, dated November 26, 2018, the Company issued 54,763 shares of the Company's Common Stock to Cuattro on the closing date, at an aggregate value equal to approximately $5.4 million based on the adjusted closing price per share of the Common Stock as reported on the Nasdaq Stock Market on the Asset Acquisition agreement date. These shares were issued to Cuattro in a private placement in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and the safe harbor provided by Rule 506 of Regulation D promulgated thereunder. In addition to the Common Stock, the Company paid cash in the amount of $2.8 million to Cuattro as part of the transaction. The total purchase price was determined based on a valuation report from an independent third party. Part of the Asset Acquisition was an agreement to terminate the supply and license agreement that Heska had been operating under since the acquisition of Cuattro Veterinary USA, LLC. The Company evaluated the acquisition of the purchased assets under ASC 805, Business Combinations and ASU 2017-01, Business Combinations (Topic 805) and concluded that as substantially all of the fair value of the gross assets acquired is concentrated in an identifiable group of similar assets, the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. Accordingly, the purchase price of the purchased assets was allocated entirely to an identifiable intangible asset. In addition to the software assets acquired, Cuattro is obligated, without further compensation, to assist the Company with the implementation of a third-party image hosting platform and necessary data migration. Other Related Party Activities Cuattro charged Heska Imaging $0 and $6.0 thousand during the three months ended March 31, 2020 and 2019 , respectively. The 2019 charges primarily related to digital imaging products, pursuant to an underlying supply contract that contains minimum purchase obligations, software and services as well as other operating expenses. The Company had no receivables from or payables to Cuattro as of March 31, 2020 or December 31, 2019 . |
INVESTMENTS IN UNCONSOLIDATED A
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | INVESTMENTS IN UNCONSOLIDATED AFFILIATES The carrying values of investments in unconsolidated affiliates, categorized by type of investment, is as follows (in thousands): March 31, 2020 December 31, 2019 Equity method investment $ 4,277 $ 4,406 Non-marketable equity security investment 3,018 3,018 $ 7,295 $ 7,424 Equity Method Investment On September 24, 2018, we invested $5.1 million , including costs, in exchange for a 28.7% interest of a business as part of our product development strategy. In connection with the investment, the Company entered into a Manufacturing Supply Agreement that grants the Company global exclusivity to specified products to be delivered under the agreement for a 15 -year period that begins upon the Company's receipt and acceptance of an initial order under the agreement. The Company accounts for this investment using the equity method of accounting. Under the equity method, the carrying value of the investment is adjusted for the Company's proportionate share of the investee's reported earnings or losses with the corresponding share of earnings or losses reported as Equity in losses of unconsolidated affiliates, listed below Net income before equity in losses of unconsolidated affiliates within the Condensed Consolidated Statements of Income. Non-Marketable Equity Security Investment On August 8, 2018, the Company invested $3.0 million , including costs, in MBio Diagnostics, Inc. ("MBio"), in exchange for preferred stock, representing a 6.9% interest in MBio. The Company’s investment in MBio is a non-marketable equity security, recorded using the measurement alternative of cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. As part of the agreement, the Company entered into a Supply and License Agreement with MBio, which provides that MBio produce and commercialize products that will enhance the Company's diagnostic portfolio. As part of this agreement, the Company made an upfront payment to MBio of $1.0 million related to a worldwide exclusive license agreement over a 20 -year period, recorded in both short and long-term other assets. In addition, the agreement provides for an additional contingent payment from Heska to MBio of $10.0 million , relating to the successful achievement of sales milestones. This potential future milestone payment has not yet been accrued as it is not deemed by the Company to be probable at this time. Both parties in this arrangement are active participants and are exposed to significant risks and rewards dependent on the commercial success of the activities of the collaboration. The parties are actively working on developing and testing the product as well as funding the research and development. Heska classifies the amounts paid for MBio's research and development work within the CCA segment research and development operating expenses. Expense is recognized ratably when incurred and in accordance with the development plan. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our total income tax benefit for our loss before income taxes were as follows (in thousands): Three Months Ended March 31, 2020 2019 Loss before income taxes and equity in losses of unconsolidated affiliates $ (6,817 ) $ (59 ) Total income tax benefit (1,508 ) (1,010 ) There were cash payments for income taxes of $7 thousand for the three months ended March 31, 2020 and there were $0.1 million in cash refunds for income taxes, net of payments, for the three months ended March 31, 2019 . The Company’s tax benefit increased to $1.5 million for the three months ended March 31, 2020 compared to the tax benefit of $1.0 million for the three months ended March 31, 2019 . The increase in tax benefits is due to the higher financial loss. The Company recognized $0.3 million in excess tax benefits related to employee share-based compensation for the three months ended March 31, 2020 compared to $1.1 million recognized for the three months ended March 31, 2019 . |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES, LESSEE | LEASES Lessee Accounting The Company leases buildings, office equipment, and vehicle s. As of March 31, 2020 , the Company’s finance leases were not material to our Condensed Consolidated Financial Statements. ROU assets arising from finance leases are included in Property and equipment, net in the accompanying Condensed Consolidated Balance Sheets. The current portion of the finance lease liabilities are included in Current portion of deferred revenue, and other and the non-current portion of the finance lease liabilities are included in Other liabilities in the accompanying Condensed Consolidated Balance Sheets. For the three months ended March 31, 2020 and 2019 , operating lease expense was approximately $0.6 million and $0.6 million , respectively, including immaterial variable lease costs. Supplemental cash flow information related to the Company's operating leases for the three months ended March 31, 2020 and 2019 , respectively, was as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 460 $ 444 ROU assets obtained in exchange for operating lease obligations 98 293 The following table presents the weighted average remaining lease term and weighted average discount rate related to the Company's operating leases: March 31, 2020 December 31, 2019 Weighted average remaining lease term 3.6 years 3.8 years Weighted average discount rate 4.44 % 4.44 % The following table presents the maturity of the Company's operating lease liabilities as of March 31, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 1,451 2021 1,608 2022 1,411 2023 1,795 2024 30 Thereafter 57 Total operating lease payments 6,352 Less: imputed interest 505 Total operating lease liabilities $ 5,847 Lessor Accounting In our CCA segment, primarily related to our Point of Care laboratory products, the Company enters into sales-type leases as part of our subscription agreements. The following table presents the maturity of the Company's undiscounted lease receivables as of March 31, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 3,101 2021 4,209 2022 3,888 2023 3,182 2024 2,308 Thereafter 1,705 $ 18,393 |
LEASES, LESSOR | LEASES Lessee Accounting The Company leases buildings, office equipment, and vehicle s. As of March 31, 2020 , the Company’s finance leases were not material to our Condensed Consolidated Financial Statements. ROU assets arising from finance leases are included in Property and equipment, net in the accompanying Condensed Consolidated Balance Sheets. The current portion of the finance lease liabilities are included in Current portion of deferred revenue, and other and the non-current portion of the finance lease liabilities are included in Other liabilities in the accompanying Condensed Consolidated Balance Sheets. For the three months ended March 31, 2020 and 2019 , operating lease expense was approximately $0.6 million and $0.6 million , respectively, including immaterial variable lease costs. Supplemental cash flow information related to the Company's operating leases for the three months ended March 31, 2020 and 2019 , respectively, was as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 460 $ 444 ROU assets obtained in exchange for operating lease obligations 98 293 The following table presents the weighted average remaining lease term and weighted average discount rate related to the Company's operating leases: March 31, 2020 December 31, 2019 Weighted average remaining lease term 3.6 years 3.8 years Weighted average discount rate 4.44 % 4.44 % The following table presents the maturity of the Company's operating lease liabilities as of March 31, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 1,451 2021 1,608 2022 1,411 2023 1,795 2024 30 Thereafter 57 Total operating lease payments 6,352 Less: imputed interest 505 Total operating lease liabilities $ 5,847 Lessor Accounting In our CCA segment, primarily related to our Point of Care laboratory products, the Company enters into sales-type leases as part of our subscription agreements. The following table presents the maturity of the Company's undiscounted lease receivables as of March 31, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 3,101 2021 4,209 2022 3,888 2023 3,182 2024 2,308 Thereafter 1,705 $ 18,393 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share ("EPS") is computed by dividing net income attributable to the Company by the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the numerator is increased to exclude charges that would not have been incurred, and the denominator is increased to include the number of additional common shares that would have been outstanding (using the if-converted and treasury stock methods), if securities containing potentially dilutive common shares such as stock options converting to common shares, and if such assumed conversion is dilutive. The following is a reconciliation of the weighted-average shares outstanding used in the calculation of basic and diluted EPS for the three months ended March 31, 2020 and 2019 (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Net (loss) income attributable to Heska Corporation $ (5,288 ) $ 814 Basic weighted-average common shares outstanding 7,568 7,459 Assumed exercise of dilutive stock options and restricted shares — 506 Diluted weighted-average common shares outstanding $ 7,568 $ 7,965 Basic (loss) earnings per share attributable to Heska Corporation $ (0.70 ) $ 0.11 Diluted (loss) earnings per share attributable to Heska Corporation $ (0.70 ) $ 0.10 The following potentially outstanding common shares from convertible preferred stock, convertible senior notes, stock options and restricted stock awards were excluded from the computation of diluted EPS because the effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2020 2019 Convertible preferred stock 1,509 — Convertible senior notes 43 — Stock options and restricted stock 135 86 1,687 86 As more fully described in Note 16, our Notes are convertible under certain circumstances, as defined in the indenture, into a combination of cash and shares of our common stock. The Company intends to settle the principal value of the Notes in cash and issue shares of our common stock to settle the intrinsic value of the conversion feature. The Company will use the treasury stock method when calculating the potential dilutive effect of the conversion feature on earnings per share, if any. Potential dilution upon conversion of the Notes occurs when the market price per share of our common stock is greater than the conversion price of the Notes of $86.63 . The average price of our common stock exceeded the conversion price of the Notes during the three months ended March 31, 2020 ; therefore, under the net share settlement method, the potential shares issuable under the Notes would be included in the calculation of diluted EPS. However, these shares were excluded from the computation of diluted EPS because the effect would have been anti-dilutive. As discussed in Note 12, the Company issued and sold an aggregate of 122,000 shares of its Preferred Stock to certain investors in a private placement offering. The convertible preferred shares issued are deemed participating securities since these shares contractually participate alongside common stock on any dividends declared. During periods of net income, the calculation of EPS for common stock excludes income attributable to the preferred shares from the numerator and excludes the dilutive impact of those shares from the denominator. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. The potential dilutive effect of the convertible preferred stock is calculated using the if-converted method. For the three months ended March 31, 2020 , these shares were excluded from the computation of diluted EPS because the effect would have been anti-dilutive. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES The following summarizes the change in goodwill during the three months ended March 31, 2020 (in thousands): Carrying amount, December 31, 2019 $ 36,204 Goodwill attributable to acquisitions 68 Foreign currency adjustments (177 ) Carrying amount, March 31, 2020 $ 36,095 Other intangibles consisted of the following (in thousands): March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 8,269 $ (1,026 ) $ 7,243 $ 8,200 $ (819 ) $ 7,381 Customer relationships and other 6,265 (2,447 ) 3,818 6,317 (2,226 ) 4,091 Total intangible assets $ 14,534 $ (3,473 ) $ 11,061 $ 14,517 $ (3,045 ) $ 11,472 Amortization expense relating to other intangibles was as follows (in thousands): Three Months Ended March 31, 2020 2019 Amortization expense $ 428 $ 303 Estimated amortization expense related to intangibles for each of the five years from 2020 (remaining) through 2024 and thereafter is as follows (in thousands): Year Ending December 31, 2020 (remaining) $ 1,304 2021 1,733 2022 1,722 2023 1,370 2024 1,250 Thereafter 3,682 $ 11,061 As a result of the recent global economic disruption and uncertainty due to the COVID-19 pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing. Based on the qualitative assessment performed, we concluded that no indications of impairment existed. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): March 31, 2020 December 31, 2019 Land $ 694 $ 694 Building 3,845 3,845 Machinery and equipment 28,294 28,777 Office furniture and equipment 1,348 1,345 Computer hardware and software 3,333 3,408 Leasehold and building improvements 10,566 10,558 Construction in progress 753 671 Property and equipment, gross 48,833 49,298 Less accumulated depreciation (33,757 ) (33,829 ) Total property and equipment, net $ 15,076 $ 15,469 The Company has subscription agreements whereby its instruments in inventory may be placed at a customer's location on a rental basis. The cost of these instruments is transferred to machinery and equipment and depreciated, typically over a 5 to 7 year period depending on the circumstance under which the instrument is placed with the customer. Our cost of instruments under operating leases as of March 31, 2020 and December 31, 2019 , was $7.8 million and $8.1 million , respectively, before accumulated depreciation of $4.4 million and $4.6 million , respectively. Depreciation expense was $0.9 million and $ 1.0 million for the three months ended March 31, 2020 and 2019 , respectively. |
INVENTORIES, NET
INVENTORIES, NET | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories, net, consisted of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 15,868 $ 15,320 Work in process 3,595 2,802 Finished goods 10,961 9,786 Allowance for excess or obsolete inventory (1,368 ) (1,307 ) Total inventory, net $ 29,056 $ 26,601 Inventories are measured on a first-in, first-out basis and stated at lower of cost or net realizable value. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consisted of the following (in thousands): March 31, 2020 December 31, 2019 Accrued payroll and employee benefits 1,262 1,175 Accrued property taxes 913 681 Accrued purchase orders 466 739 Inventory in transit 2,925 — Other 4,525 3,750 Total accrued liabilities $ 10,091 $ 6,345 Other accrued liabilities consist of items that are individually less than 5% of total current liabilities. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Stock Option Plans The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for options granted in the three months ended March 31, 2020 and 2019 . Three Months Ended March 31, 2020 2019 Risk-free interest rate 0.72% 2.45% Expected lives 4.5 years 4.7 years Expected volatility 39% 39% Expected dividend yield 0% 0% A summary of our stock option plans is as follows: Three Months Ended March 31, Year Ended December 31, 2020 2019 Options Weighted Average Exercise Price Weighted Average Exercise Price Outstanding at beginning of period 536,315 $ 54.855 620,553 $ 40.741 Granted at market 250 $ 95.660 88,200 $ 84.234 Forfeited (35,641 ) $ 70.546 (1,353 ) $ 98.660 Expired (1,051 ) $ 98.660 (716 ) $ 98.660 Exercised (10,483 ) $ 8.779 (170,369 ) $ 18.125 Outstanding at end of period 489,390 $ 54.626 536,315 $ 54.855 Exercisable at end of period 339,845 $ 41.893 315,964 $ 37.644 The total estimated fair value of stock options granted during the three months ended March 31, 2020 and 2019 was computed to be approximately $7.9 thousand and $43 thousand , respectively. The amounts are amortized ratably over the vesting periods of the options. The weighted average estimated fair value of options granted during the three months ended March 31, 2020 and 2019 was computed to be approximately $31.78 and $36.18 , respectively. The total intrinsic value of options exercised during the three months ended March 31, 2020 and 2019 was $816.7 thousand and $9.9 million , respectively. The cash proceeds from options exercised during the three months ended March 31, 2020 and 2019 was $92 thousand and $84 thousand , respectively. The following table summarizes information about stock options outstanding and exercisable at March 31, 2020 : Options Outstanding Options Exercisable Exercise Prices Number of Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Number of Weighted Average Exercise Price 4.96-7.36 78,733 2.72 $ 7.022 78,733 $ 7.022 7.37-62.50 123,943 3.72 $ 26.115 123,838 $ 26.088 62.51-69.77 101,668 6.90 $ 69.770 71,669 $ 69.770 69.78-72.85 84,391 6.67 $ 72.237 41,779 $ 72.850 72.86-108.25 100,655 8.77 $ 96.909 23,826 $ 101.137 4.96-108.25 489,390 5.77 $ 54.626 339,845 $ 41.893 As of March 31, 2020 , there was approximately $3.8 million in total unrecognized compensation cost related to outstanding stock options. That cost is expected to be recognized over a weighted average period of 1.40 years, with all cost to be recognized by the end of March 2023, assuming all options vest according to the vesting schedules in place at March 31, 2020 . As of March 31, 2020 , the aggregate intrinsic value of outstanding options was approximately $7.4 million and the aggregate intrinsic value of exercisable options was approximately $7.4 million . The Company issues new shares upon share option exercise, which may be netted or withheld to meet strike price or related tax obligations. Employee Stock Purchase Plan (the "ESPP") For the three months ended March 31, 2020 and 2019 , we issued 3,372 and 2,583 shares under the ESPP, respectively. For the three months ended March 31, 2020 and 2019 , we estimated the fair values of stock purchase rights granted under the ESPP using the Black-Scholes pricing model. The weighted average assumptions used for the periods presented were as follows: Three Months Ended March 31, 2020 2019 Risk-free interest rate 1.34% 2.35% Expected lives 1.1 years 1.1 years Expected volatility 44% 40% Expected dividend yield 0% 0% For the three months ended March 31, 2020 and 2019 , the weighted-average fair value of the purchase rights granted was $13.49 and $18.97 per share, respectively. Restricted Stock Issuances We have granted non-vested restricted stock awards (“restricted stock” or "RSAs") to management and non-employee directors pursuant to the Company's amended and restated Stock Incentive Plan. The restricted stock awards have varying vesting periods, but generally become fully vested between one and four years after the grant date, depending on the specific award, performance targets met for performance-based awards granted to management, and vesting periods for time based awards. Management performance-based awards are granted at the target number of shares that may be earned. We valued the restricted stock awards related to service and/or company performance targets based on grant date fair value and expense over the period when achievement of those conditions is deemed probable. For restricted stock awards related to market conditions, we utilize a Monte Carlo simulation model to estimate grant date fair value and expense over the requisite period. We recognize forfeitures as they occur. There were no modifications that affected our accounting for restricted stock awards in the three months ended March 31, 2020 or 2019 . The following table summarizes restricted stock transactions for the three months ended March 31, 2020 : RSAs Weighted-Average Grant Date Fair Value Per Award Non-vested as of December 31, 2019 335,667 $ 74.29 Granted 250 86.57 Vested (16,894 ) 48.77 Forfeited (46,000 ) 64.59 Non-vested as of March 31, 2020 273,023 $ 77.44 The weighted average grant date fair value of awards granted was $86.57 and $77.52 for the three months ended March 31, 2020 and 2019 , respectively. The fair value of restricted stock vested was $1.6 million and $0.0 million for the three months ended March 31, 2020 and 2019 , respectively. As of March 31, 2020 , there was approximately $2.0 million of total unrecognized compensation cost related to restricted stock with market and time vesting conditions. The Company expects to recognize this expense over a weighted average period of 0.9 years. As of March 31, 2020 , we reviewed each of the underlying corporate performance targets and determined that approximately 188,000 shares of common stock were related to company performance targets in which we did not deem achievement probable. No compensation expense had been recorded at any period prior to March 31, 2020 . Series X Convertible Preferred Stock On March 30, 2020, the Company completed a private placement offering in which the Company issued and sold an aggregate of 122,000 shares of its Series X Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"). The shares of Preferred Stock issued and sold were priced at $1,000 per share (the “Stated Value”), resulting in gross proceeds of $122.0 million , less issuance costs of $0.2 million . The Company used approximately $110 million of the proceeds from the offering to fund the April 1, 2020 acquisition of scil animal care company Gmbh ("scil") and plans to use the remaining proceeds for working capital and general corporate purposes. Refer to Note 18. Subsequent Events for additional discussion regarding the completed acquisition of scil on April 1, 2020 and the conversion of the Preferred Stock on April 21, 2020. The offering was made pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of January 12, 2020, by and among the Company and certain investors, and subsequent amendment (the “Securities Purchase Agreement Amendment”) to the Securities Purchase agreement, entered into by the Company and each investor on March 30, 2020 (the Securities Purchase Agreement as amended by the Securities Purchase Agreement Amendment, the “Amended Securities Purchase Agreement”). The shares of Preferred Stock are convertible into shares of the Company’s Common Stock at an initial ratio of approximately 12.4 shares of Common Stock for each share of Preferred Stock (equivalent to a conversion price of approximately $80.85 per share of common stock), at the option of the holders of the Preferred Stock or the Company, subject to the Company possessing sufficient unissued and otherwise unreserved shares of Common Stock under the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”). On March 30, 2020, in connection with the private placement offering, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware designating the Preferred Stock. The Preferred Stock shall rank: (i) senior to all of the Common Stock, (ii) senior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms junior to any Preferred Stock (“Junior Securities”), (iii) on parity with any class or series of capital stock of the Company hereafter created specifically ranking by its terms on parity with the Preferred Stock (“Parity Securities”) and (iv) junior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms senior to any Preferred Stock (“Senior Securities”), in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily. In the event of the Company’s liquidation, dissolution or winding up, holders of Preferred Stock will be entitled to, subject to prior and superior rights of the holders of Senior Securities, (i) receive, in preference to any distributions of any of the assets or surplus funds of the Company to the holders of the Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, (a) the Stated Value with respect to each share of Preferred Stock held and (b) any dividends accrued but unpaid on such shares, including any residual dividends not previously paid in cash by the Company and (ii) participate pari passu with the holders of the Common Stock (on an as-converted basis) in the remaining distribution of the net assets of the Company available for distribution. The shares of Preferred Stock generally have no voting rights, except as otherwise expressly provided in the Certificate of Designation or as otherwise required by law. However, as long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Preferred Stock, (ii) issue further shares of Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Preferred Stock or (iii) enter into any agreement with respect to any of the foregoing. Commencing after May 1, 2020, each share of Preferred Stock outstanding and not converted into Common Stock will accrue dividends on a daily basis at an initial per annum rate of 5.75% of the Stated Value and increasing in subsequent periods up to a maximum per annum rate of 7.25% of the Stated Value. Dividends will be payable in accordance with the terms and conditions of the Certificate of Designation. As described in Note 18. Subsequent Events, the Preferred Stock converted into Common stock on April 21, 2020. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE INCOME Accumulated other comprehensive income (loss) consisted of the following (in thousands): Minimum Pension Liability Foreign Currency Translation Total Accumulated Other Comprehensive Income Balances at December 31, 2019 $ (346 ) $ 859 $ 513 Current period other comprehensive loss — (356 ) (356 ) Balances at March 31, 2020 $ (346 ) $ 503 $ 157 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Royalty Agreements The Company holds certain rights to market and manufacture products developed or created under certain research, development, and licensing agreements with various entities. In connection with such agreements, the Company has agreed to pay the entities royalties on net product sales. In each of the three months ended March 31, 2020 and 2019 , royalties of $0.1 million became payable under these agreements. Warranties The Company's current terms and conditions of sale include a limited warranty that its products and services will conform to published specifications at the time of shipment and a more extensive warranty related to certain products. The Company also sells a renewal warranty for certain of its products. The typical remedy for breach of warranty is to correct or replace any defective product, and if not possible or practical, the Company will accept the return of the defective product and refund the amount paid. Historically, the Company has incurred minimal warranty costs. The Company's warranty reserve was $0.3 million at both March 31, 2020 and December 31, 2019 . Litigation From time to time, the Company may be involved in litigation relating to claims arising out of its operations. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred, and the amount can be reasonably estimated. On October 10, 2018, we reached an agreement in principle to settle the complaint that was filed against the Company by Shaun Fauley on March 12, 2015 in the U.S. District Court Northern District of Illinois (the "Court") alleging our transmittal of unauthorized faxes in violation of the federal Telephone Consumer Protection Act of 1991, as amended by the Junk Fax Prevention Act of 2005, as a class action (the "Fauley Complaint"). The settlement, which received the Court's approval on February 28, 2019 and was not subsequently appealed by a class member, required us to make available a total of $6.8 million to pay class members, as well as to pay attorneys' fees and expenses to legal counsel to the class. The Company recorded the loss provision in the third quarter of 2018 in connection with the settlement agreement and does not have insurance coverage for the Fauley Complaint. The payment in respect of the settlement was made in full on April 3, 2019, and all activity related to the Fauley Complaint has ceased. As of March 31, 2020 , the Company was not a party to any other legal proceedings that were expected, individually or in the aggregate, to have a material adverse effect on its business, financial condition, or operating results. Off-Balance Sheet Commitments The Company has contractual obligations with suppliers for unconditional annual minimum inventory purchases in the amounts of $12.2 million as of March 31, 2020 . |
INTEREST AND OTHER EXPENSE, NET
INTEREST AND OTHER EXPENSE, NET | 3 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
INTEREST AND OTHER EXPENSE, NET | INTEREST AND OTHER EXPENSE (INCOME), NET Interest and other expense (income), net, consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Interest income $ (233 ) $ (92 ) Interest expense 2,346 77 Other expense (income), net 86 (1 ) Total interest and other expense (income), net $ 2,199 $ (16 ) Cash paid for interest for the three months ended March 31, 2020 and 2019 was $1.6 million and $56 thousand , respectively. |
CONVERTIBLE NOTES AND CREDIT FA
CONVERTIBLE NOTES AND CREDIT FACILITY | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES AND CREDIT FACILITY | CONVERTIBLE NOTES AND CREDIT FACILITY Convertible Notes On September 17, 2019 , the Company issued $86.25 million aggregate principal amount of 3.750% Convertible Senior Notes due 2026 (the "Notes"), which included the exercise in full of an $11.25 million purchase option, to certain financial institutions as the initial purchasers of the Notes (the "Initial Purchasers"). The Notes are senior unsecured obligations of the Company. The Notes were issued pursuant to an Indenture, dated September 17, 2019 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The net proceeds from the sale of the Notes were approximately $83.7 million after deducting the initial purchasers’ discounts and the offering expenses payable by the Company. The Company used approximately $12.8 million of the net proceeds from the Notes to repay all outstanding indebtedness on its existing Credit Facility, and an additional $2.0 million to fully fund a cash collateralized, letter of credit facility as required under the amendment to the Credit Agreement entered into in September 2019. The Company subsequently terminated the Credit Facility with JPMorgan Chase Bank, N.A. on December 31, 2019. The Company expects to use the remainder of the net proceeds from the sale of the Notes to fund our intended expansion efforts, including through acquisitions of complementary businesses or technologies or other strategic transactions, and for working capital and other general corporate purposes. The Notes are senior unsecured obligations of the Company and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including any letters of credit issued under our Credit Facility) to the extent of the value of assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The Company pays interest on the Notes semiannually in arrears at a rate of 3.750% per annum on March 15 and September 15 of each year. The Notes are convertible based upon an initial conversion rate of 11.5434 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $86.63 per share of common stock). The Notes would convert in full into 995,618 shares of common stock based on the initial conversion rate. The conversion rate will be subject to standard anti-dilution adjustments upon the occurrence of certain events but will not be adjusted for accrued and unpaid interest. The interest rate on the Notes may be increased by up to 0.50% upon the occurrence of certain events of default or non-timely filings until such matter has been cured. The Indenture includes customary covenants, but no financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities, and sets forth certain events of default after which the Notes may be declared immediately due and payable, and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The Company can settle any conversions of the Notes in cash, shares of the Company’s common stock or a combination thereof, with the form of consideration determined at the Company’s election. The Company intends to settle the principal value of the Notes in cash and issue shares of the Company’s common stock to settle the intrinsic value of the conversion feature. There can be no guarantee, however, that any settlement will be effected by the Company as currently intended, and the timing and other factors of any settlement, many of which may be outside the Company's control, could impact the actual amounts to be settled in either cash or common stock. The Notes will mature on September 15, 2026 , unless earlier repurchased, redeemed or converted. Prior to March 15, 2026 , holders may convert all or a portion of their Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 5 consecutive trading day period (the "Notes measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) with respect to any Notes called for redemption by the Company, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On and after March 15, 2026 until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Holders of Notes who convert their Notes in connection with a notice of a redemption or a make-whole fundamental change (each as defined in the Indenture) may be entitled to a premium in the form of an increase in the conversion rate of the Notes. The Company may not redeem the Notes prior to September 20, 2023 . On or after September 20, 2023 , the Company may redeem for cash all or part of the Notes if the last reported sale price of the Company’s common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. No sinking fund is provided for the Notes. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, which does not meet the criteria for separate accounting as a derivative as it is indexed to the Company's own stock, was determined by deducting the fair value of the liability component from the par value of the Notes. The difference between the principal amount of the Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debt liability in the consolidated and condensed balance sheet and amortized to interest expense using the effective interest method over the term of the Notes. The effective interest rate of the Notes is 10.8% . The equity component of the Notes of approximately $39.5 million , net of allocated issuance costs, is included in additional paid-in capital in the consolidated and condensed balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The Company allocated transaction costs related to the Notes using the same proportions as the proceeds from the Notes. Transaction costs attributable to the liability component were recorded as a direct deduction from the related debt liability in the consolidated and condensed balance sheet and amortized to interest expense over the term of the Notes, and transaction costs attributable to the equity component were netted with the equity component in shareholders’ equity. In addition, the Company determined that the additional interest that could be due to the holders of the Notes upon an event of default or non-timely filing represented an embedded derivative feature that should be bifurcated from the Notes. The Company concluded that the fair value of this embedded derivative feature was de minimis upon the issuance of the Notes and at March 31, 2020 and December 31, 2019 . The following table summarizes the net carrying amount of the Notes (in thousands): March 31, 2020 December 31, 2019 Carrying amount of equity component $ 39,508 $ 39,508 Principal amount of the Notes 86,250 86,250 Unamortized debt discount (39,378 ) (40,902 ) Net carrying amount $ 46,872 $ 45,348 Interest expense related to the Notes for the quarter ended March 31, 2020 was $2.3 million , which is comprised of the amortization of debt discount and debt issuance costs and the contractual coupon interest as follows (in thousands): Three Months Ended March 31, 2020 Interest expense related to contractual coupon interest $ 809 Interest expense related to amortization of the debt discount 1,524 $ 2,333 As of March 31, 2020 , the remaining period over which the unamortized discount will be amortized is 77.5 months. The estimated fair value of the Notes was $80.9 million and $116.0 million as of March 31, 2020 and December 31, 2019 , respectively, determined through consideration of quoted market prices in less active markets. The fair value measurement is classified as Level 2 in the fair value hierarchy, which is defined in ASC 820 as inputs other than quoted prices in active markets that are either directly or indirectly observable. The if-converted value of the Notes did not exceed the principal value as of March 31, 2020 . |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company is currently composed of two reportable segments: CCA and OVP. The CCA segment includes Point of Care diagnostic laboratory instruments and consumables, and Point of Care digital imaging diagnostic instruments and software services as well as single use diagnostic and other tests, pharmaceuticals and vaccines, primarily for canine and feline use. These products are sold directly by the Company as well as through independent third-party distributors and through other distribution relationships. CCA segment products manufactured at the Des Moines, Iowa production facility included in the OVP segment's assets are transferred at cost and are not recorded as revenue for the OVP segment. The OVP segment includes private label vaccine and pharmaceutical production, primarily for cattle, but also for other animals including small mammals. All OVP products are sold by third parties under third-party labels. Summarized financial information concerning the Company's reportable segments is shown in the following tables (in thousands): Three Months Ended March 31, 2020 Core Companion Animal Other Vaccines and Pharmaceuticals Total revenue $ 27,306 $ 3,348 $ 30,654 Operating loss (4,180 ) (438 ) (4,618 ) Loss before income taxes (6,379 ) (438 ) (6,817 ) Capital expenditures 128 82 210 Depreciation and amortization 1,042 332 1,374 Three Months Ended March 31, 2019 Core Companion Animal Other Vaccines and Pharmaceuticals Total revenue $ 24,716 $ 4,795 $ 29,511 Operating loss (51 ) (24 ) (75 ) Loss before income taxes (35 ) (24 ) (59 ) Capital expenditures 44 190 234 Depreciation and amortization 947 318 1,265 Asset information by reportable segment as of March 31, 2020 is as follows (in thousands): As of March 31, 2020 Core Companion Animal Other Vaccines and Pharmaceuticals Total Investments in unconsolidated affiliates $ 7,295 $ — $ 7,295 Total assets 331,932 19,049 350,981 Net assets 255,237 15,401 270,638 Asset information by reportable segment as of December 31, 2019 is as follows (in thousands): As of December 31, 2019 Core Companion Animal Other Vaccines and Pharmaceuticals Total Investments in unconsolidated affiliates $ 7,424 $ — $ 7,424 Total assets 223,980 20,444 244,424 Net assets 137,072 17,292 154,364 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS scil Acquisition As previously disclosed, the Company entered into an agreement (the “Agreement”) on January 14, 2020 regarding the sale and purchase of the sole share in scil animal care company GmbH (“scil”). Pursuant to the Agreement, by and among the Company, Heska GmbH, a subsidiary of the Company (the “Purchaser”), Covetrus, Inc. (“Covetrus”) and Covetrus Animal Health Holdings Limited (the “Seller”), a subsidiary of Covetrus, Heska GmbH agreed to purchase 100% of the capital stock of scil (the “Acquisition”). On April 1, 2020, the Company, the Purchaser, the Seller, Covetrus and Covetrus Financing Holding, Ltd entered into an amendment agreement (the “Amendment Agreement”), providing for certain amendments to the Agreement (the Agreement as amended by the Amendment Agreement, the “Amended Agreement”), that among other things, reduced the aggregate purchase price from $125 million to $110 million . On April 1, 2020 (the “Acquisition Closing Date”), the Company completed the Acquisition in accordance with the terms of the Amended Agreement. The Acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations . ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements , as of the Acquisition date. As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on a preliminary estimate of their fair values as of April 1, 2020. The total purchase consideration is subject to customary working capital adjustments. The information below represents the preliminary purchase price allocation of scil (in thousands): April 1, 2020 Total purchase consideration $ 111,027 Current assets, including cash acquired 18,255 Inventories, net 11,373 Property and equipment, net 19,373 Other intangible assets, net 44,267 Deferred tax asset, net 1,013 Investments in unconsolidated affiliates 55 Other assets 1,365 Total assets 95,701 Current Liabilities 16,189 Current portion of deferred revenue 1,035 Deferred revenue, net of current portion 234 Deferred tax liability 13,023 Other liabilities 798 Net assets acquired 64,422 Goodwill 46,605 Total fair value of consideration transferred $ 111,027 The Company's preliminary estimates of fair values of the assets acquired and the liabilities assumed are based on the information currently available, and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of the Acquisition. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the Acquisition from those valuations would result in a corresponding increase in the amount of goodwill from the Acquisition. The following table presents unaudited supplemental pro forma financial information as if the scil Acquisition had occurred on January 1, 2019 (in thousands): Year Ended December 31, 2019 Total revenue, net $ 201,865 Net (loss) attributable to Heska Corporation (2,568 ) The pro forma financial information presented above has been prepared by combining our historical results and the historical results of scil and further reflects the effect of purchase accounting adjustments. The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what actual results of operations would have been if the acquisition had occurred as the beginning of the period presented, nor are they indicative of future results of operations. Series X Convertible Preferred Stock As more fully described in Note 12. Capital Stock, Heska financed the Acquisition through a private offering of $122 million of Series X Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”). The Preferred offering was made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D as promulgated by the SEC under the Securities Act, as a transaction not involving a public offering. On April 8, 2020, the Company held its annual shareholder meeting, during which stockholders approved the proposal to amend the Company’s Restated Certificate of Incorporation to increase the total number of authorized shares of each class of our Common Stock by 3,000,000 . On April 14, 2020, the Company gave notice of its exercise of its right to convert the 122,000 shares of Preferred Stock into 1,508,964 shares of Public Common Stock (the "Conversion Shares") and the conversion was effective on April 21, 2020. The conversion resulted in dilution of less than 20% of total shares of the Company’s Public Common Stock currently issued and outstanding. A registration statement on Form S-3 (File No. 333-238005) registering for resale the Conversion Shares was filed by us with the SEC on May 5, 2020. Stock Issuances On April 16, 2020 and May 5, 2020, the Compensation Committee of the Company’s Board of Directors authorized the issuance of a total of 305,000 stock options and 20,000 restricted stock awards, respectively, under the Stock Incentive Plan granted to Company Executive Officers and other members of management. 230,000 stock options and 20,000 restricted stock awards vest upon the achievement of certain Company performance conditions. 10,000 stock options vest upon the achievement of certain market conditions. Performance and market conditions must be achieved by December 31, 2023 otherwise the stock options or restricted stock awards are forfeited. 65,000 stock options are subject to time vesting requirements, with 30,000 stock options vesting upon December 31, 2021 and the remainder vesting upon December 31, 2022. All vested but unexercised options will expire April 15, 2030. |
OPERATIONS AND SUMMARY OF SIG_2
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2020 and December 31, 2019 , the results of our operations and statements of stockholders' equity for the three months ended March 31, 2020 and 2019 , and cash flows for the three months ended March 31, 2020 and 2019 . The unaudited Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. Our unaudited Condensed Consolidated Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries since their respective dates of acquisitions. All intercompany accounts and transactions have been eliminated in consolidation. Where our ownership of a subsidiary is less than 100%, the non-controlling interest is reported on our Condensed Consolidated Balance Sheets. The non-controlling interest in our consolidated net income is reported as "Net loss attributable to redeemable non-controlling interest" on our Condensed Consolidated Statements of Income. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and other financial information filed with the SEC. |
Reclassification | To maintain consistency and comparability, certain amounts in the financial statements have been reclassified to conform to current year presentation. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates are required when establishing the allowance for doubtful accounts and the net realizable value of inventory; determining future costs associated with warranties provided; determining the period over which our obligations are fulfilled under agreements to license product rights and/or technology rights; evaluating long-lived and intangible assets and investments for estimated useful lives and impairment; estimating the useful lives of instruments under leasing arrangements; determining the allocation of purchase price under purchase accounting; estimating the expense associated with the granting of stock; determining the need for, and the amount of a valuation allowance on deferred tax assets; determining the value of the non-controlling interest in a business combination; and determining the fair value of the liability component associated with the issuance of convertible debt. |
Recent Accounting Pronouncements | Adoption of New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326) , which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based upon historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , in November 2018 . This ASU clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , which further clarifies and improves guidance related to accounting for credit losses. In May 2019, the FASB issued ASU 2019-05, Financial Instruments - Credit Losses (Topic 326) . This ASU provides relief to certain entities adopting ASU 2016-13. The amendment provides entities with an option to irrevocably elect the fair value option for certain financial assets. These amendments are effective for fiscal years beginning after December 15, 2019 and interim periods within those annual periods. The Company adopted ASU 2016-13 with a cumulative-effect adjustment in retained earnings as of January 1, 2020. The impact of the adoption was not material to the Company's consolidated financial statements as credit losses are not expected to be significant based on historical collection trends, the financial condition of customers, and external market factors. The Company will continue to actively monitor the impact of the recent coronavirus ("COVID-19") pandemic on expected credit losses. Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740, and also clarifies and amends existing guidance to improve consistent application. This guidance will be effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This guidance will be effective for fiscal years beginning after December 15, 2021. We are currently evaluating the impact of this update on our consolidated financial statements. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes our CCA revenue (in thousands): Three Months Ended March 31, 2020 2019 Point of Care laboratory revenue: $ 17,096 $ 15,961 Consumables 14,248 12,317 Sales-type leases 1,244 1,742 Outright instrument sales 1,205 1,528 Other 399 374 Point of Care imaging revenue: 4,855 5,410 Outright instrument sales 4,055 4,546 Other 800 864 Other CCA revenue: 5,355 3,345 Other pharmaceuticals, vaccines and diagnostic tests 5,329 3,246 Research and development, license and royalty revenue 26 99 Total CCA revenue $ 27,306 $ 24,716 The following table summarizes our OVP revenue (in thousands): Three Months Ended March 31, 2020 2019 Contract manufacturing $ 3,191 $ 4,666 License, research and development 157 129 Total OVP revenue $ 3,348 $ 4,795 |
Schedule of Timing of Revenue Expected to be Recognized | As of March 31, 2020 , the Company expects to recognize revenue as follows (in thousands): Year Ending December 31, Revenue 2020 (remaining) $ 21,055 2021 25,661 2022 22,458 2023 19,697 2024 15,470 Thereafter 17,747 $ 122,088 |
ACQUISITION AND RELATED PARTY_2
ACQUISITION AND RELATED PARTY ITEMS ACQUISITION AND RELATED PARTY ITEMS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary fair values allocated to CVM's assets and liabilities as of the acquisition date, as well as the purchase price, are reflected in the table below (in thousands): Purchase Price December 5, 2019 Consideration payable to former owners $ 14,420 Total $ 14,420 Net Assets Acquired Cash and cash equivalents 1,226 Accounts receivable 582 Inventories 1,750 Other current assets 1,186 Property and equipment 260 Other intangible assets 2,608 Other non-current assets 460 Accounts payable (553 ) Current portion of deferred revenue, and other (67 ) Deferred tax liability (683 ) Other long-term borrowings (1,109 ) Other liabilities (157 ) Total fair value of net assets acquired 5,503 Goodwill 8,917 Total fair value of consideration transferred $ 14,420 The information below represents the preliminary purchase price allocation of scil (in thousands): April 1, 2020 Total purchase consideration $ 111,027 Current assets, including cash acquired 18,255 Inventories, net 11,373 Property and equipment, net 19,373 Other intangible assets, net 44,267 Deferred tax asset, net 1,013 Investments in unconsolidated affiliates 55 Other assets 1,365 Total assets 95,701 Current Liabilities 16,189 Current portion of deferred revenue 1,035 Deferred revenue, net of current portion 234 Deferred tax liability 13,023 Other liabilities 798 Net assets acquired 64,422 Goodwill 46,605 Total fair value of consideration transferred $ 111,027 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Intangible assets acquired, amortization method and estimated useful life as of December 5, 2019, was as follows (dollars in thousands): Useful Life Amortization Method Fair Value Customer relationships 6 years Straight-line $2,440 Trade name 4 years Straight-line $111 |
Business Acquisition, Pro Forma Information | The following table presents unaudited supplemental pro forma financial information as if the CVM acquisition had occurred on January 1, 2019 (in thousands): Three Months Ended March 31, 2019 Total revenue, net $ 31,621 Net income attributable to Heska Corporation 686 The following table presents unaudited supplemental pro forma financial information as if the scil Acquisition had occurred on January 1, 2019 (in thousands): Year Ended December 31, 2019 Total revenue, net $ 201,865 Net (loss) attributable to Heska Corporation (2,568 ) |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Carrying values of investments in unconsolidated entities | The carrying values of investments in unconsolidated affiliates, categorized by type of investment, is as follows (in thousands): March 31, 2020 December 31, 2019 Equity method investment $ 4,277 $ 4,406 Non-marketable equity security investment 3,018 3,018 $ 7,295 $ 7,424 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Our total income tax benefit for our loss before income taxes were as follows (in thousands): Three Months Ended March 31, 2020 2019 Loss before income taxes and equity in losses of unconsolidated affiliates $ (6,817 ) $ (59 ) Total income tax benefit (1,508 ) (1,010 ) |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Additional lease information | Supplemental cash flow information related to the Company's operating leases for the three months ended March 31, 2020 and 2019 , respectively, was as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 460 $ 444 ROU assets obtained in exchange for operating lease obligations 98 293 The following table presents the weighted average remaining lease term and weighted average discount rate related to the Company's operating leases: March 31, 2020 December 31, 2019 Weighted average remaining lease term 3.6 years 3.8 years Weighted average discount rate 4.44 % 4.44 % |
Schedule of maturity of operating leases | The following table presents the maturity of the Company's operating lease liabilities as of March 31, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 1,451 2021 1,608 2022 1,411 2023 1,795 2024 30 Thereafter 57 Total operating lease payments 6,352 Less: imputed interest 505 Total operating lease liabilities $ 5,847 |
Lessor, maturity of undiscounted lease receivables | The following table presents the maturity of the Company's undiscounted lease receivables as of March 31, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 3,101 2021 4,209 2022 3,888 2023 3,182 2024 2,308 Thereafter 1,705 $ 18,393 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and diluted earnings per share | The following is a reconciliation of the weighted-average shares outstanding used in the calculation of basic and diluted EPS for the three months ended March 31, 2020 and 2019 (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Net (loss) income attributable to Heska Corporation $ (5,288 ) $ 814 Basic weighted-average common shares outstanding 7,568 7,459 Assumed exercise of dilutive stock options and restricted shares — 506 Diluted weighted-average common shares outstanding $ 7,568 $ 7,965 Basic (loss) earnings per share attributable to Heska Corporation $ (0.70 ) $ 0.11 Diluted (loss) earnings per share attributable to Heska Corporation $ (0.70 ) $ 0.10 |
Schedule of antidilutive securities excluded from computation of earnings per share | otentially outstanding common shares from convertible preferred stock, convertible senior notes, stock options and restricted stock awards were excluded from the computation of diluted EPS because the effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2020 2019 Convertible preferred stock 1,509 — Convertible senior notes 43 — Stock options and restricted stock 135 86 1,687 86 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following summarizes the change in goodwill during the three months ended March 31, 2020 (in thousands): Carrying amount, December 31, 2019 $ 36,204 Goodwill attributable to acquisitions 68 Foreign currency adjustments (177 ) Carrying amount, March 31, 2020 $ 36,095 |
Schedule of other intangible assets | Other intangibles consisted of the following (in thousands): March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 8,269 $ (1,026 ) $ 7,243 $ 8,200 $ (819 ) $ 7,381 Customer relationships and other 6,265 (2,447 ) 3,818 6,317 (2,226 ) 4,091 Total intangible assets $ 14,534 $ (3,473 ) $ 11,061 $ 14,517 $ (3,045 ) $ 11,472 |
Schedule of amortization expense on intangible assets | Amortization expense relating to other intangibles was as follows (in thousands): Three Months Ended March 31, 2020 2019 Amortization expense $ 428 $ 303 |
Schedule of estimated future amortization expense | Estimated amortization expense related to intangibles for each of the five years from 2020 (remaining) through 2024 and thereafter is as follows (in thousands): Year Ending December 31, 2020 (remaining) $ 1,304 2021 1,733 2022 1,722 2023 1,370 2024 1,250 Thereafter 3,682 $ 11,061 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net, consisted of the following (in thousands): March 31, 2020 December 31, 2019 Land $ 694 $ 694 Building 3,845 3,845 Machinery and equipment 28,294 28,777 Office furniture and equipment 1,348 1,345 Computer hardware and software 3,333 3,408 Leasehold and building improvements 10,566 10,558 Construction in progress 753 671 Property and equipment, gross 48,833 49,298 Less accumulated depreciation (33,757 ) (33,829 ) Total property and equipment, net $ 15,076 $ 15,469 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories, net, consisted of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 15,868 $ 15,320 Work in process 3,595 2,802 Finished goods 10,961 9,786 Allowance for excess or obsolete inventory (1,368 ) (1,307 ) Total inventory, net $ 29,056 $ 26,601 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2020 December 31, 2019 Accrued payroll and employee benefits 1,262 1,175 Accrued property taxes 913 681 Accrued purchase orders 466 739 Inventory in transit 2,925 — Other 4,525 3,750 Total accrued liabilities $ 10,091 $ 6,345 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of weighted average valuation assumptions | The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for options granted in the three months ended March 31, 2020 and 2019 . Three Months Ended March 31, 2020 2019 Risk-free interest rate 0.72% 2.45% Expected lives 4.5 years 4.7 years Expected volatility 39% 39% Expected dividend yield 0% 0% |
Schedule of stock options plans | The following table summarizes restricted stock transactions for the three months ended March 31, 2020 : RSAs Weighted-Average Grant Date Fair Value Per Award Non-vested as of December 31, 2019 335,667 $ 74.29 Granted 250 86.57 Vested (16,894 ) 48.77 Forfeited (46,000 ) 64.59 Non-vested as of March 31, 2020 273,023 $ 77.44 A summary of our stock option plans is as follows: Three Months Ended March 31, Year Ended December 31, 2020 2019 Options Weighted Average Exercise Price Weighted Average Exercise Price Outstanding at beginning of period 536,315 $ 54.855 620,553 $ 40.741 Granted at market 250 $ 95.660 88,200 $ 84.234 Forfeited (35,641 ) $ 70.546 (1,353 ) $ 98.660 Expired (1,051 ) $ 98.660 (716 ) $ 98.660 Exercised (10,483 ) $ 8.779 (170,369 ) $ 18.125 Outstanding at end of period 489,390 $ 54.626 536,315 $ 54.855 Exercisable at end of period 339,845 $ 41.893 315,964 $ 37.644 |
Schedule of shares authorized under stock options plans by exercise price | The following table summarizes information about stock options outstanding and exercisable at March 31, 2020 : Options Outstanding Options Exercisable Exercise Prices Number of Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Number of Weighted Average Exercise Price 4.96-7.36 78,733 2.72 $ 7.022 78,733 $ 7.022 7.37-62.50 123,943 3.72 $ 26.115 123,838 $ 26.088 62.51-69.77 101,668 6.90 $ 69.770 71,669 $ 69.770 69.78-72.85 84,391 6.67 $ 72.237 41,779 $ 72.850 72.86-108.25 100,655 8.77 $ 96.909 23,826 $ 101.137 4.96-108.25 489,390 5.77 $ 54.626 339,845 $ 41.893 |
Schedule of pricing models | The weighted average assumptions used for the periods presented were as follows: Three Months Ended March 31, 2020 2019 Risk-free interest rate 1.34% 2.35% Expected lives 1.1 years 1.1 years Expected volatility 44% 40% Expected dividend yield 0% 0% |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) consisted of the following (in thousands): Minimum Pension Liability Foreign Currency Translation Total Accumulated Other Comprehensive Income Balances at December 31, 2019 $ (346 ) $ 859 $ 513 Current period other comprehensive loss — (356 ) (356 ) Balances at March 31, 2020 $ (346 ) $ 503 $ 157 |
INTEREST AND OTHER EXPENSE, N_2
INTEREST AND OTHER EXPENSE, NET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of interest expense (income) and other income, net | Interest and other expense (income), net, consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Interest income $ (233 ) $ (92 ) Interest expense 2,346 77 Other expense (income), net 86 (1 ) Total interest and other expense (income), net $ 2,199 $ (16 ) |
CONVERTIBLE NOTES AND CREDIT _2
CONVERTIBLE NOTES AND CREDIT FACILITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | March 31, 2020 December 31, 2019 Carrying amount of equity component $ 39,508 $ 39,508 Principal amount of the Notes 86,250 86,250 Unamortized debt discount (39,378 ) (40,902 ) Net carrying amount $ 46,872 $ 45,348 |
Interest Income and Interest Expense Disclosure | Interest expense related to the Notes for the quarter ended March 31, 2020 was $2.3 million , which is comprised of the amortization of debt discount and debt issuance costs and the contractual coupon interest as follows (in thousands): Three Months Ended March 31, 2020 Interest expense related to contractual coupon interest $ 809 Interest expense related to amortization of the debt discount 1,524 $ 2,333 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Reconciliation of other significant reconciling items from segments to consolidated | Summarized financial information concerning the Company's reportable segments is shown in the following tables (in thousands): Three Months Ended March 31, 2020 Core Companion Animal Other Vaccines and Pharmaceuticals Total revenue $ 27,306 $ 3,348 $ 30,654 Operating loss (4,180 ) (438 ) (4,618 ) Loss before income taxes (6,379 ) (438 ) (6,817 ) Capital expenditures 128 82 210 Depreciation and amortization 1,042 332 1,374 Three Months Ended March 31, 2019 Core Companion Animal Other Vaccines and Pharmaceuticals Total revenue $ 24,716 $ 4,795 $ 29,511 Operating loss (51 ) (24 ) (75 ) Loss before income taxes (35 ) (24 ) (59 ) Capital expenditures 44 190 234 Depreciation and amortization 947 318 1,265 |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Asset information by reportable segment as of March 31, 2020 is as follows (in thousands): As of March 31, 2020 Core Companion Animal Other Vaccines and Pharmaceuticals Total Investments in unconsolidated affiliates $ 7,295 $ — $ 7,295 Total assets 331,932 19,049 350,981 Net assets 255,237 15,401 270,638 Asset information by reportable segment as of December 31, 2019 is as follows (in thousands): As of December 31, 2019 Core Companion Animal Other Vaccines and Pharmaceuticals Total Investments in unconsolidated affiliates $ 7,424 $ — $ 7,424 Total assets 223,980 20,444 244,424 Net assets 137,072 17,292 154,364 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary fair values allocated to CVM's assets and liabilities as of the acquisition date, as well as the purchase price, are reflected in the table below (in thousands): Purchase Price December 5, 2019 Consideration payable to former owners $ 14,420 Total $ 14,420 Net Assets Acquired Cash and cash equivalents 1,226 Accounts receivable 582 Inventories 1,750 Other current assets 1,186 Property and equipment 260 Other intangible assets 2,608 Other non-current assets 460 Accounts payable (553 ) Current portion of deferred revenue, and other (67 ) Deferred tax liability (683 ) Other long-term borrowings (1,109 ) Other liabilities (157 ) Total fair value of net assets acquired 5,503 Goodwill 8,917 Total fair value of consideration transferred $ 14,420 The information below represents the preliminary purchase price allocation of scil (in thousands): April 1, 2020 Total purchase consideration $ 111,027 Current assets, including cash acquired 18,255 Inventories, net 11,373 Property and equipment, net 19,373 Other intangible assets, net 44,267 Deferred tax asset, net 1,013 Investments in unconsolidated affiliates 55 Other assets 1,365 Total assets 95,701 Current Liabilities 16,189 Current portion of deferred revenue 1,035 Deferred revenue, net of current portion 234 Deferred tax liability 13,023 Other liabilities 798 Net assets acquired 64,422 Goodwill 46,605 Total fair value of consideration transferred $ 111,027 |
Business Acquisition, Pro Forma Information | The following table presents unaudited supplemental pro forma financial information as if the CVM acquisition had occurred on January 1, 2019 (in thousands): Three Months Ended March 31, 2019 Total revenue, net $ 31,621 Net income attributable to Heska Corporation 686 The following table presents unaudited supplemental pro forma financial information as if the scil Acquisition had occurred on January 1, 2019 (in thousands): Year Ended December 31, 2019 Total revenue, net $ 201,865 Net (loss) attributable to Heska Corporation (2,568 ) |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Total revenue, net | $ 30,654 | $ 29,511 | |
Contract receivables, current | 1,100 | $ 1,100 | |
Contract receivables, noncurrent | 3,900 | 3,700 | |
Current portion of deferred revenue, and other | 8,200 | 8,700 | |
Contract liabilities, revenue recognized | 1,100 | ||
Contract liabilities, increase due to additional deferred sales | $ 600 | ||
Average term of underlying contracts | 6 | ||
Capitalized contract costs | $ 2,700 | $ 2,700 | |
Capitalized contract costs, amortization | 200 | ||
Capitalized contract costs during the period | 200 | ||
Core companion animal | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 27,306 | 24,716 | |
Point of Care laboratory revenue: | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 17,096 | 15,961 | |
Consumables | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 14,248 | 12,317 | |
Sales-type leases | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 1,244 | 1,742 | |
Outright instrument sales | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 1,205 | 1,528 | |
Other | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 399 | 374 | |
Point of Care imaging revenue: | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 4,855 | 5,410 | |
Outright instrument sales | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 4,055 | 4,546 | |
Other | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 800 | 864 | |
Other CCA revenue: | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 5,355 | 3,345 | |
Other pharmaceuticals, vaccines and diagnostic tests | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 5,329 | 3,246 | |
Research and development, license and royalty revenue | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 26 | 99 | |
Other vaccines and pharmaceuticals | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 3,348 | 4,795 | |
Contract manufacturing | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | 3,191 | 4,666 | |
License, research and development | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue, net | $ 157 | $ 129 |
REVENUE - Performance Obligatio
REVENUE - Performance Obligations (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 122,088 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 21,055 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 25,661 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 22,458 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 19,697 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 15,470 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 17,747 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction |
ACQUISITION AND RELATED PARTY_3
ACQUISITION AND RELATED PARTY ITEMS - Additional Information (Details) - USD ($) | Dec. 05, 2019 | Feb. 22, 2019 | Dec. 21, 2018 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Goodwill, period increase (decrease) | $ 68,000 | ||||||
Acquisition related costs | $ 100,000 | ||||||
Cuattro, LLC | Heska Imaging | Affiliated Entity | |||||||
Business Acquisition [Line Items] | |||||||
Related party - amount of transaction | 0 | $ 0 | |||||
Heska Imaging | Affiliated Entity | |||||||
Business Acquisition [Line Items] | |||||||
Due to related parties | $ 0 | ||||||
Cuattro, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Equity transferred as consideration for asset acquisition (in shares) | 54,763 | ||||||
Equity transferred as consideration for asset acquisition, value | $ 5,400,000 | ||||||
Payments for asset acquisitions | $ 2,800,000 | ||||||
CVM | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 14,420,000 | ||||||
Equity interest issued and issuable | $ 8,900,000 | ||||||
Revenue of acquiree since acquisition date | $ 800,000 | ||||||
Net income of acquiree since acquisition date | $ 100,000 | ||||||
Percentage of voting interest acquired | 100.00% | ||||||
Optomed | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interest acquired | 70.00% | ||||||
Cash consideration transferred | $ 200,000 | ||||||
Debt assumed as consideration for business combination | 400,000 | ||||||
Real Estate Purchase | Optomed | |||||||
Business Acquisition [Line Items] | |||||||
Committed purchase amount | $ 1,200,000 | ||||||
Optomed | Optomed | |||||||
Business Acquisition [Line Items] | |||||||
Minority interest | 30.00% |
ACQUISITION AND RELATED PARTY_4
ACQUISITION AND RELATED PARTY ITEMS - Fair Value of Assets and Liabilities at Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 05, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Net Assets Acquired | |||
Goodwill | $ 36,095 | $ 36,204 | |
CVM | |||
Purchase Price | |||
Consideration payable to former owners | $ 14,420 | ||
Total fair value of consideration transferred | 14,420 | ||
Net Assets Acquired | |||
Cash and cash equivalents | 1,226 | ||
Accounts receivable | 582 | ||
Inventories | 1,750 | ||
Other current assets | 1,186 | ||
Property and equipment | 260 | ||
Other intangible assets | 2,608 | ||
Other non-current assets | 460 | ||
Accounts payable | 553 | ||
Current portion of deferred revenue, and other | 67 | ||
Deferred tax liability | 683 | ||
Other long-term borrowings | 1,109 | ||
Other liabilities | 157 | ||
Total fair value of net assets acquired | 5,503 | ||
Goodwill | 8,917 | ||
Total fair value of consideration transferred | $ 14,420 |
ACQUISITION AND RELATED PARTY_5
ACQUISITION AND RELATED PARTY ITEMS - Intangible Assets Acquired, Amortization Method (Details) - CVM $ in Thousands | Dec. 05, 2019USD ($) |
Customer relationships | |
Business Acquisition [Line Items] | |
Useful Life | 6 years |
Fair Value | $ 2,440 |
Trade name | |
Business Acquisition [Line Items] | |
Useful Life | 4 years |
Fair Value | $ 111 |
ACQUISITION AND RELATED PARTY_6
ACQUISITION AND RELATED PARTY ITEMS - Unaudited Pro Forma Financial Information (Details) - CVM $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Total revenue, net | $ 31,621 |
Net income attributable to Heska Corporation | $ 686 |
INVESTMENTS IN UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) - USD ($) $ in Thousands | Sep. 24, 2018 | Aug. 08, 2018 | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment | $ 4,277 | $ 4,406 | ||
Non-marketable equity security investment | 3,018 | 3,018 | ||
Investments | $ 7,295 | $ 7,424 | ||
General Fluidics Corporation | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Supply commitment term | 15 years | |||
General Fluidics Corporation | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire equity method investments | $ 5,100 | |||
Ownership percentage | 28.70% | |||
MBio Diagnostics, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire non-marketable securities | $ 3,000 | |||
Non-Marketable equity security investment, ownership percentage | 6.90% | |||
Intangible asset acquired | $ 1,000 | |||
Intangible assets acquired, useful life | 20 years | |||
Contingent consideration on milestones | $ 10,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income before income taxes | $ (6,817) | $ (59) |
Total income tax benefit | (1,508) | (1,010) |
Cash paid for income taxes | 7 | 143 |
Excess tax benefits related to employee share-based compensation | $ 300 | $ 1,100 |
LEASES - LESEE ACCOUNTING (Deta
LEASES - LESEE ACCOUNTING (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 600 | $ 600 | |
Cash paid for amounts included in the measurement of operating lease liabilities | 460 | 444 | |
ROU assets obtained in exchange for operating lease obligations | $ 98 | $ 293 | |
Weighted average remaining lease term | 3 years 7 months 6 days | 3 years 9 months 18 days | |
Weighted average discount rate | 4.44% | 4.44% | |
Operating Lease Liabilities, Payments Due [Abstract] | |||
Remainder of 2020 | $ 1,451 | ||
2020 | 1,608 | ||
2021 | 1,411 | ||
2022 | 1,795 | ||
2023 | 30 | ||
Thereafter | 57 | ||
Total operating lease payments | 6,352 | ||
Less: imputed interest | 505 | ||
Total operating lease liabilities | $ 5,847 |
LEASES - LESSOR ACCOUNTING (Det
LEASES - LESSOR ACCOUNTING (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | $ 3,101 |
2020 | 4,209 |
2021 | 3,888 |
2022 | 3,182 |
2023 | 2,308 |
Thereafter | 1,705 |
Lessor, operating lease, payments to be received | $ 18,393 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 17, 2019 | |
Earnings Per Share [Abstract] | |||
Net (loss) income attributable to Heska Corporation | $ (5,288) | $ 814 | |
Basic weighted-average common shares outstanding (in shares) | 7,568 | 7,459 | |
Assumed exercise of dilutive stock options and restricted shares | 0 | 506 | |
Diluted weighted-average common shares outstanding | 7,568 | 7,965 | |
Basic (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.70) | $ 0.11 | |
Diluted (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.70) | $ 0.10 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options and restricted units excluded from computation of earnings per share | 1,687 | 86 | |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options and restricted units excluded from computation of earnings per share | 1,509 | 0 | |
Senior Convertible Note | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options and restricted units excluded from computation of earnings per share | 43 | 0 | |
Stock Options And Restricted Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options and restricted units excluded from computation of earnings per share | 135 | 86 | |
Senior Convertible Note | Convertible Debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion price (in dollars per share) | $ 86.63 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Carrying amount, December 31, 2019 | $ 36,204 | ||
Goodwill attributable to acquisitions | 68 | ||
Foreign currency adjustments | (177) | ||
Carrying amount, March 31, 2020 | 36,095 | ||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross carrying amount | 14,534 | $ 14,517 | |
Accumulated amortization | (3,473) | (3,045) | |
Net carrying amount | 11,061 | 11,472 | |
Amortization expense | 428 | $ 303 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 (remaining) | 1,304 | ||
2020 | 1,733 | ||
2021 | 1,722 | ||
2022 | 1,370 | ||
2023 | 1,250 | ||
Thereafter | 3,682 | ||
Net carrying amount | 11,061 | 11,472 | |
Developed technology | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross carrying amount | 8,269 | 8,200 | |
Accumulated amortization | (1,026) | (819) | |
Net carrying amount | 7,243 | 7,381 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net carrying amount | 7,243 | 7,381 | |
Customer relationships and other | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross carrying amount | 6,265 | 6,317 | |
Accumulated amortization | (2,447) | (2,226) | |
Net carrying amount | 3,818 | 4,091 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Net carrying amount | $ 3,818 | $ 4,091 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 48,833 | $ 49,298 | |
Less accumulated depreciation | (33,757) | (33,829) | |
Total property and equipment, net | 15,076 | 15,469 | |
Depreciation and amortization | 900 | $ 1,000 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 694 | 694 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,845 | 3,845 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 28,294 | 28,777 | |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,348 | 1,345 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,333 | 3,408 | |
Leasehold and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 10,566 | 10,558 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 753 | 671 | |
Machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, useful life | 5 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, useful life | 7 years | ||
Leased equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7,800 | 8,100 | |
Less accumulated depreciation | $ (4,400) | $ (4,600) |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,868 | $ 15,320 |
Work in process | 3,595 | 2,802 |
Finished goods | 10,961 | 9,786 |
Allowance for excess or obsolete inventory | (1,368) | (1,307) |
Total inventory, net | $ 29,056 | $ 26,601 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 1,262 | $ 1,175 |
Accrued property taxes | 913 | 681 |
Accrued purchase orders | 466 | 739 |
Inventory in transit | 2,925 | 0 |
Other | 4,525 | 3,750 |
Total accrued liabilities | $ 10,091 | $ 6,345 |
Percentage of total current liabilities | 5.00% |
CAPITAL STOCK - OPTION ACTIVITY
CAPITAL STOCK - OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (as a percent) | 0.72% | 2.45% | |
Expected lives (in years) | 4 years 6 months | 4 years 8 months 12 days | |
Expected volatility (as a percent) | 39.00% | 39.00% | |
Expected dividend rate (as a percent) | 0.00% | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period | 536,315 | ||
Granted at market | 250 | 88,200 | |
Forfeited | (35,641) | (1,353) | |
Expired | (1,051) | (716) | |
Exercised | (10,483) | (170,369) | |
Outstanding at end of period | 489,390 | 536,315 | |
Exercisable at end of period | 339,845 | 315,964 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding at beginning of period (in dollars per share) | $ 54.855 | ||
Granted at market (in dollars per share) | 95.660 | $ 84.234 | |
Forfeited (in dollars per share) | 70.546 | 98.660 | |
Expired (in dollars per share) | 98.660 | 98.660 | |
Exercised (in dollars per share) | 8.779 | 18.125 | |
Outstanding at ending of period (in dollars per share) | 54.626 | 54.855 | |
Exercisable at end of period (in dollars per share) | $ 41.893 | $ 37.644 | |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (as a percent) | 1.34% | 2.35% | |
Expected lives (in years) | 1 year 1 month 6 days | 1 year 1 month 6 days | |
Expected volatility (as a percent) | 44.00% | 40.00% | |
Expected dividend rate (as a percent) | 0.00% | 0.00% |
CAPITAL STOCK - NARRATIVE (Deta
CAPITAL STOCK - NARRATIVE (Details) | May 01, 2020 | Apr. 01, 2020USD ($) | Mar. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of stock options granted during period | $ 0 | $ 0 | ||||
Weighted average grant date fair value | $ / shares | $ 31.78 | $ 36.18 | ||||
Intrinsic value of options exercised | $ 800,000 | $ 9,900,000 | ||||
Proceeds from stock options exercised | $ 100,000 | $ 100,000 | ||||
Weighted average purchase price of shares purchased (in dollars per share) | $ / shares | $ 13.49 | $ 18.97 | ||||
Preferred stock, shares issued (in shares) | shares | 122,000 | 0 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Intrinsic value of options exercised | $ 7,400,000 | |||||
Total unrecognized compensation expense related to outstanding stock options | $ 3,800,000 | |||||
Period for recognition of unrecognized compensation expense | 1 year 4 months 24 days | |||||
Intrinsic value of options outstanding | $ 7,400,000 | |||||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued during period | shares | 3,372 | 2,583 | ||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation expense related to outstanding stock options | $ 2,000,000 | |||||
Period for recognition of unrecognized compensation expense | 10 months 24 days | |||||
Weighted average purchase price of shares purchased (in dollars per share) | $ / shares | $ 86.57 | |||||
Fair value of stock vested | $ 1,600,000 | $ 0 | ||||
Performance shares, nonprobable performance targets (in shares) | shares | 188,000 | |||||
Restricted Stock | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Restricted Stock | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average purchase price of shares purchased (in dollars per share) | $ / shares | $ 86.57 | $ 77.52 | ||||
Subsequent Event | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, dividend rate, percentage | 5.75% | |||||
Subsequent Event | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, dividend rate, percentage | 7.25% | |||||
Scil Animal Care Company | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cash consideration transferred | $ 110,000,000 | |||||
Preferred Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, shares issued (in shares) | shares | 122,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Sale of stock, price per share | $ / shares | $ 1,000 | |||||
Sale of stock, consideration received per transaction | $ 122,000,000 | |||||
Payments of stock issuance costs | $ 200,000 | |||||
Convertible, preferred stock, shares issuable upon conversion | 12.4 | |||||
Preferred stock, convertible, conversion price (in dollars per share) | $ / shares | $ 80.85 |
CAPITAL STOCK - EXERCISE PRICE
CAPITAL STOCK - EXERCISE PRICE (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
4.96-7.36 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding at March 31, 2020 | shares | 78,733 |
Weighted Average Remaining Contractual Life in Years | 2 years 8 months 19 days |
Weighted Average Exercise Price | $ 7.022 |
Number of Options Exercisable at March 31, 2020 | shares | 78,733 |
Weighted Average Exercise Price | $ 7.022 |
Exercise price range, lower (in dollars per share) | |
Exercise price range, upper (in dollars per share) | |
7.37-62.50 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding at March 31, 2020 | shares | 123,943 |
Weighted Average Remaining Contractual Life in Years | 3 years 8 months 19 days |
Weighted Average Exercise Price | $ 26.115 |
Number of Options Exercisable at March 31, 2020 | shares | 123,838 |
Weighted Average Exercise Price | $ 26.088 |
Exercise price range, lower (in dollars per share) | |
Exercise price range, upper (in dollars per share) | |
62.51-69.77 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding at March 31, 2020 | shares | 101,668 |
Weighted Average Remaining Contractual Life in Years | 6 years 10 months 24 days |
Weighted Average Exercise Price | $ 69.770 |
Number of Options Exercisable at March 31, 2020 | shares | 71,669 |
Weighted Average Exercise Price | $ 69.770 |
Exercise price range, lower (in dollars per share) | |
Exercise price range, upper (in dollars per share) | |
69.78-72.85 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding at March 31, 2020 | shares | 84,391 |
Weighted Average Remaining Contractual Life in Years | 6 years 8 months 1 day |
Weighted Average Exercise Price | $ 72.237 |
Number of Options Exercisable at March 31, 2020 | shares | 41,779 |
Weighted Average Exercise Price | $ 72.850 |
Exercise price range, lower (in dollars per share) | |
Exercise price range, upper (in dollars per share) | |
72.86-108.25 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding at March 31, 2020 | shares | 100,655 |
Weighted Average Remaining Contractual Life in Years | 8 years 9 months 7 days |
Weighted Average Exercise Price | $ 96.909 |
Number of Options Exercisable at March 31, 2020 | shares | 23,826 |
Weighted Average Exercise Price | $ 101.137 |
Exercise price range, lower (in dollars per share) | |
Exercise price range, upper (in dollars per share) | |
4.96-108.25 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding at March 31, 2020 | shares | 489,390 |
Weighted Average Remaining Contractual Life in Years | 5 years 9 months 7 days |
Weighted Average Exercise Price | $ 54.626 |
Number of Options Exercisable at March 31, 2020 | shares | 339,845 |
Weighted Average Exercise Price | $ 41.893 |
Exercise price range, lower (in dollars per share) | |
Exercise price range, upper (in dollars per share) |
CAPITAL STOCK CAPITAL STOCK - R
CAPITAL STOCK CAPITAL STOCK - RESTRICTED STOCK (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Granted (in dollars per share) | $ 13.49 | $ 18.97 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Non-vested balance (in shares) | 335,667 | |
Granted (in shares) | 250 | |
Vested (in shares) | (16,894) | |
Forfeited (in shares) | (46,000) | |
Non-vested balance (in shares) | 273,023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Non-vested balance (in dollars per share) | $ 74.29 | |
Granted (in dollars per share) | 86.57 | |
Vested (in dollars per share) | 48.77 | |
Forfeited (in dollars per share) | 64.59 | |
Non-vested balance (in dollars per share) | $ 77.44 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | $ 154,364 |
Ending balance | 270,638 |
Total Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | 513 |
Current period other comprehensive loss | (356) |
Ending balance | 157 |
Minimum Pension Liability | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | (346) |
Current period other comprehensive loss | 0 |
Ending balance | (346) |
Foreign Currency Translation | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | 859 |
Current period other comprehensive loss | (356) |
Ending balance | $ 503 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Feb. 28, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Long-term Purchase Commitment [Line Items] | ||||
Increase in royalties payable | $ 0.1 | $ 0.1 | ||
Warranty reserve | 0.3 | $ 0.3 | ||
Litigation settlement, amount | $ 6.8 | |||
Unconditional annual minimum inventory purchases | $ 12.2 |
INTEREST AND OTHER EXPENSE, N_3
INTEREST AND OTHER EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ (233) | $ (92) |
Interest expense | 2,346 | 77 |
Other, net | 86 | (1) |
Total interest and other expense (income), net | 2,199 | (16) |
Cash paid for interest | $ 1,600 | $ 56 |
CONVERTIBLE NOTES AND CREDIT _3
CONVERTIBLE NOTES AND CREDIT FACILITY - Convertible Notes Narrative (Details) | Sep. 17, 2019USD ($)day$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||
Debt instrument, convertible, remaining discount amortization period | 77 months 15 days | ||
Senior Convertible Note | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt | $ | $ 83,700,000 | ||
Debt instrument, convertible, conversion ratio | 0.0115434 | ||
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, effective percentage | 10.80% | ||
Convertible Debt | Senior Convertible Note | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ | $ 86,250,000 | $ 86,250,000 | $ 86,250,000 |
Debt instrument, interest rate, stated percentage | 3.75% | ||
Conversion price (in dollars per share) | $ / shares | $ 86.63 | ||
Debt conversion, converted instrument, shares issued (in shares) | shares | 995,618.25 | ||
Debt instrument, debt default, maximum rate increase | 0.50% | ||
Interest expense, debt | $ | 2,333,000 | ||
Carrying amount of equity component | $ | 39,508,000 | 39,508,000 | |
Convertible Debt | Senior Convertible Note | Redemption of notes prior to March 15, 2026 | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Threshold percentage of stock price trigger | 130.00% | ||
Convertible Debt | Senior Convertible Note | Notes measurement period | |||
Debt Instrument [Line Items] | |||
Threshold consecutive trading days | day | 5 | ||
Threshold percentage of stock price trigger | 98.00% | ||
Threshold business trading days | day | 5 | ||
Convertible Debt | Senior Convertible Note | Redemption of notes prior to Sep. 30, 2023 | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Threshold percentage of stock price trigger | 130.00% | ||
Debt instrument, redemption price, percentage | 100.00% | ||
Fair Value, Inputs, Level 2 | Senior Convertible Note | |||
Debt Instrument [Line Items] | |||
Convertible debt, fair value | $ | $ 80,900,000 | $ 116,000,000 | |
Initial Purchasers | Convertible Debt | Senior Convertible Note | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ | $ 11,250,000 |
CONVERTIBLE NOTES AND CREDIT _4
CONVERTIBLE NOTES AND CREDIT FACILITY - Carrying Amount of Debt (Details) - Convertible Debt - Senior Convertible Note - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 17, 2019 |
Debt Instrument [Line Items] | |||
Carrying amount of equity component | $ 39,508,000 | $ 39,508,000 | |
Aggregate principal amount | 86,250,000 | 86,250,000 | $ 86,250,000 |
Unamortized debt discount | (39,378,000) | (40,902,000) | |
Net carrying amount | $ 46,872,000 | $ 45,348,000 |
CONVERTIBLE NOTES AND CREDIT _5
CONVERTIBLE NOTES AND CREDIT FACILITY - Interest Expense (Details) - Convertible Debt - Senior Convertible Note $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Interest expense related to contractual coupon interest | $ 809 |
Interest expense related to amortization of the debt discount | 1,524 |
Interest expense, debt | $ 2,333 |
CONVERTIBLE NOTES AND CREDIT _6
CONVERTIBLE NOTES AND CREDIT FACILITY - Credit Facility Narrative (Details) - Line of Credit $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Repayments of debt | $ 12.8 |
Letter of Credit | |
Debt Instrument [Line Items] | |
Collateral amount | $ 2 |
SEGMENT REPORTING - NARRATIVE (
SEGMENT REPORTING - NARRATIVE (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total revenue | $ 30,654 | $ 29,511 | |
Operating loss | (4,618) | (75) | |
Income before income taxes | (6,817) | (59) | |
Capital expenditures | 210 | 234 | |
Depreciation and amortization | 1,374 | 1,265 | |
Investments in unconsolidated affiliates | 7,295 | $ 7,424 | |
Assets | 350,981 | 244,424 | |
Net Assets | 270,638 | 154,364 | |
Operating Segments | Core Companion Animal Health | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total revenue | 27,306 | 24,716 | |
Operating loss | (4,180) | (51) | |
Income before income taxes | (6,379) | (35) | |
Capital expenditures | 128 | 44 | |
Depreciation and amortization | 1,042 | 947 | |
Investments in unconsolidated affiliates | 7,295 | 7,424 | |
Assets | 331,932 | 223,980 | |
Net Assets | 255,237 | 137,072 | |
Operating Segments | Other Vaccines, Pharmaceuticals and Products | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total revenue | 3,348 | 4,795 | |
Operating loss | (438) | (24) | |
Income before income taxes | (438) | (24) | |
Capital expenditures | 82 | 190 | |
Depreciation and amortization | 332 | $ 318 | |
Investments in unconsolidated affiliates | 0 | 0 | |
Assets | 19,049 | 20,444 | |
Net Assets | $ 15,401 | $ 17,292 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 14, 2020 | Apr. 01, 2020 | Apr. 16, 2020 | Apr. 08, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, shares authorized (in shares) | 3,000,000 | |||||
Scil Animal Care Company | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interest acquired | 100.00% | |||||
Total fair value of consideration transferred before amendment | $ 125 | |||||
Cash consideration transferred | $ 110 | |||||
Series X Convertible Preferred Stock | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Temporary equity, shares authorized | 122,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||
Conversion of convertible securities (in shares) | 122,000 | |||||
Traditional Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, shares authorized (in shares) | 10,250,000 | 10,250,000 | ||||
Traditional Common Stock | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of convertible securities (in shares) | 1,508,964 | |||||
Stock Incentive Plan | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares authorized (in shares) | 305,000 | |||||
Options to vest upon achievement of performance conditions | Stock Incentive Plan | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares authorized (in shares) | 230,000 | |||||
Options to vest upon achievement of certain market conditions | Stock Incentive Plan | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares authorized (in shares) | 10,000 | |||||
Options subject to time vesting requirements | Stock Incentive Plan | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares authorized (in shares) | 65,000 | |||||
Options vesting upon December 31, 2020 and the remainder vesting upon December 31, 2022 | Stock Incentive Plan | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares authorized (in shares) | 30,000 | |||||
Restricted Stock | Options to vest upon achievement of performance conditions | Stock Incentive Plan | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares authorized (in shares) | 20,000 |
SUBSEQUENT EVENTS - Fair Values
SUBSEQUENT EVENTS - Fair Values of Assets and Liabilties at Acquisition Date (Details) - USD ($) $ in Thousands | Apr. 01, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Net Assets Acquired | |||
Goodwill | $ 36,095 | $ 36,204 | |
Subsequent Event | Scil Animal Care Company | |||
Purchase Price | |||
Total fair value of consideration transferred | $ 111,027 | ||
Net Assets Acquired | |||
Current assets, including cash acquired | 18,255 | ||
Inventories | 11,373 | ||
Property and equipment | 19,373 | ||
Other intangible assets | 44,267 | ||
Deferred tax asset, net | 1,013 | ||
Investments in unconsolidated affiliates | 55 | ||
Other non-current assets | 1,365 | ||
Total assets | 95,701 | ||
Current Liabilities | 16,189 | ||
Current portion of deferred revenue, and other | 1,035 | ||
Deferred revenue, net of current portion | 234 | ||
Deferred tax liability | 13,023 | ||
Other liabilities | 798 | ||
Total fair value of net assets acquired | 64,422 | ||
Goodwill | 46,605 | ||
Total fair value of consideration transferred | 111,027 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 111,027 |
SUBSEQUENT EVENTS - Unaudited P
SUBSEQUENT EVENTS - Unaudited Pro Forma Financial Information (Details) - Scil Animal Care Company $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Total revenue, net | $ 201,865 |
Net income attributable to Heska Corporation | $ (2,568) |
Uncategorized Items - hska-2020
Label | Element | Value |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 154,346,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (18,000) |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | (136,462,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (18,000) |
Comprehensive Income [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 513,000 |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 290,216,000 |
Preferred Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 0 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 0 |
Public And Common Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 7,882,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 79,000 |
Employee Stock Option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageExercisePriceBeginningBalance1 | $ 40.741 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber | 620,553 |