ACQUISITION AND RELATED PARTY ITEMS | ACQUISITIONS AND RELATED PARTY ITEMS scil Acquisition On April 1, 2020, the Company completed the acquisition of scil animal care company GmbH (“scil”) from Covetrus, Inc. The Company purchased 100% of the capital stock of scil for an aggregate purchase price of approximately $111 million in cash. The acquisition represents a key milestone in the Company's long-term strategic plan creating a global veterinary diagnostics company with leadership positions in key geographic markets. The purchase price exceeded the fair value of the identifiable net assets, resulting in goodwill of $48.1 million, of which $39.2 million is within our International segment and $8.9 million is within our North America segment. All of the goodwill is tax deductible for U.S. federal income tax purposes which may result in a decrease to Heska's future U.S. federal tax liability. The acquisition was 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 $ 111,564 Cash and cash equivalents 5,837 Accounts receivable 11,087 Inventories 11,373 Prepaid expenses 1,391 Other current assets 281 Property and equipment 19,023 Operating lease right-of-use assets 869 Other intangible assets 44,119 Deferred tax asset 1,013 Investments in unconsolidated affiliates 55 Other non-current assets 1,373 Total assets acquired 96,421 Accounts payable 8,721 Accrued liabilities 6,270 Operating lease liabilities, current 353 Deferred revenue, current, and other 2,669 Deferred revenue, non-current 132 Operating lease liabilities, non-current 524 Deferred tax liability 14,044 Other liabilities 274 Net assets acquired 63,434 Goodwill 48,130 Total fair value of consideration transferred $ 111,564 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. Among items still being evaluated is an existing uncertain tax position of approximately $1.0 million that scil had prior to acquisition. This tax position is still being evaluated during the allowed measurement period. The uncertain tax position may or may not change based on the results of the evaluation. 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. Intangible assets acquired, amortization method and estimated useful life as of April 1, 2020, was as follows (dollars in thousands): Useful Life Amortization Fair Value Customer relationships 10 years Straight-line $ 35,948 Internally developed software 7 years Straight-line 350 Backlog 0.2 years Straight-line 208 Non-compete agreements 2 years Straight-line 59 Trade name subject to amortization 0.8 years Straight-line 66 Trademarks and trade names not subject to amortization n/a Indefinite 7,488 Total intangible assets acquired $ 44,119 scil generated net revenue of $16.6 million and a net loss of $0.6 million for the period from April 1, 2020 to June 30, 2020. The Company incurred acquisition related costs of approximately $2.5 million and $5.0 million for the three and six months ended June 30, 2020, respectively, which are included within general and administrative expenses on our Consolidated Statements of Income. Unaudited Pro Forma Financial Information The following tables present unaudited supplemental pro forma financial information as if the acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Six Months Ended June 30, 2020 Revenue, net $ 94,917 Net (loss) income before equity in losses of unconsolidated affiliates $ (12,512) Net (loss) income attributable to Heska Corporation $ (12,461) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Revenue, net $ 47,276 $ 95,026 Net (loss) income before equity in losses of unconsolidated affiliates $ (400) $ (955) Net (loss) income attributable to Heska Corporation $ (480) $ (1,172) 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, including: (i) amortization of acquired intangible assets, (ii) the impact of certain fair value adjustments such as depreciation on the acquired property, plant and equipment, and (iii) historical intercompany sales between the Company and scil. 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. 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. (collectively, “CVM”), 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 control of CVM upon signing, and the transfer of the purchase price of approximately $14.4 million and shares occurred 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 International 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): December 5, 2019 Consideration paid to former owners $ 14,420 Cash and cash equivalents 1,226 Accounts receivable 583 Inventories 1,621 Other current assets 1,186 Property and equipment 345 Other intangible assets 2,608 Other non-current assets 460 Total assets acquired 8,029 Accounts payable (94) Accrued liabilities (471) Current portion of deferred revenue, and other (54) Deferred tax liability (683) Other long-term borrowings (1,109) Other liabilities (157) Net assets acquired 5,461 Goodwill 8,959 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 six months ended June 30, 2020, the Company made certain valuation adjustments to provisional amounts previously recognized. These adjustments resulted in a net $110 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 Developed technology n/a Indefinite 57 $ 2,608 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. CVM generated net revenue of $1.7 million and $3.1 million and net income of $0.1 million and $0.1 million for the three and six months ended June 30, 2020, respectively. The Company incurred acquisition related costs of approximately $0.1 million and $0.2 million for the three three and six months ended June 30, 2020, respectively, which are included within general and administrative expenses on our Consolidated Statements of Income. 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 June 30, 2019 Six Months Ended June 30, 2019 Revenue, net $ 29,931 $ 61,552 Net (loss) income before equity in losses of unconsolidated affiliates $ (198) $ 626 Net (loss) income attributable to Heska Corporation $ (278) $ 409 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. CVM management conducts related party activities with Practice Clinicas Veterinarias Moviles, S.L. ("CVM Practice"), which is owned by CVM's management. CVM leases two warehouses from CVM Practice and is the debtor of two loans with CVM Practice. CVM Practice charged CVM $15 thousand and $0 during the six months ended June 30, 2020 and 2019, respectively, all of which is related to lease payments. The right-of-use asset and lease liability amounts related to the warehouse leases were approximately $169 thousand and $0 as of June 30, 2020 and December 31, 2019, respectively. All accrued interest is due upon termination of the loans with CVM Practice and as such, the amount due includes principal and interest. The Company had payables to CVM Practice of approximately $1.0 million and $0 as of June 30, 2020 and December 31, 2019, respectively, which is included in "Related party loan" on the Company's Condensed Consolidated Balance Sheet. The change from December 31, 2019 to June 30, 2020 is due to a reorganization regarding CVM management and the control that they exercise subsequent to the scil acquisition. Other Related Party Activities Cuattro, LLC ("Cuattro"), which 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, charged Heska Imaging $0 and $6 thousand during the six months ended June 30, 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. Pursuant to the December 18, 2018 transaction in which the Company acquired certain assets from Cuattro, Cuattro was obligated, without further compensation, to assist the Company with the implementation of a third-party image hosting platform and necessary data migration. The implementation and migration were completed, on schedule, as of June 30, 2020 and as such there will be no further related party activities with Cuattro. |