Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-22427 | |
Entity Registrant Name | HESKA CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0192527 | |
Entity Address, Address Line One | 3760 Rocky Mountain Avenue | |
Entity Address, City or Town | Loveland | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80538 | |
City Area Code | 970 | |
Local Phone Number | 493-7272 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | HSKA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 9,454,771 | |
Entity Central Index Key | 0001038133 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 84,508 | $ 89,030 |
Accounts receivable, net of allowance for doubtful accounts of $693 and $186, respectively | 27,062 | 15,161 |
Inventories | 39,348 | 26,601 |
Net investment in leases, current, net of allowance for doubtful accounts of $110 and $105, respectively | 4,726 | 3,856 |
Prepaid expenses | 4,735 | 2,219 |
Other current assets | 5,848 | 3,000 |
Total current assets | 166,227 | 139,867 |
Property and equipment, net | 34,997 | 15,469 |
Operating lease right-of-use assets | 5,804 | 5,726 |
Goodwill | 85,302 | 36,204 |
Other intangible assets, net | 55,295 | 11,472 |
Deferred tax asset, net | 5,170 | 6,429 |
Net investment in leases, non-current | 15,527 | 14,307 |
Investments in unconsolidated affiliates | 7,185 | 7,424 |
Other non-current assets | 8,368 | 7,526 |
Total assets | 383,875 | 244,424 |
Current liabilities: | ||
Accounts payable | 12,277 | 6,600 |
Accrued liabilities | 13,290 | 6,345 |
Accrued purchase consideration payable | 0 | 14,579 |
Operating lease liabilities, current | 2,099 | 1,745 |
Deferred revenue, current, and other | 5,853 | 2,930 |
Total current liabilities | 33,519 | 32,199 |
Convertible note, non-current, net | 49,921 | 45,348 |
Deferred revenue, non-current | 4,689 | 5,966 |
Other long-term borrowings | 621 | 1,121 |
Related party loan | 1,186 | 0 |
Operating lease liabilities, non-current | 4,177 | 4,413 |
Deferred tax liability | 14,653 | 691 |
Other liabilities | 398 | 152 |
Total liabilities | 109,164 | 89,890 |
Redeemable non-controlling interest and mezzanine equity | (171) | 170 |
Stockholders' equity: | ||
Preferred stock, $.01 par value, 2,500,000 shares authorized, none issued or outstanding | 0 | 0 |
Common stock, $.01 par value, 13,250,000 and 10,250,000 shares authorized, respectively, none issued or outstanding | 0 | 0 |
Public common stock, $.01 par value, 13,250,000 and 10,250,000 shares authorized, 9,454,771 and 7,881,928 shares issued and outstanding, respectively | 95 | 79 |
Additional paid-in capital | 420,314 | 290,216 |
Accumulated other comprehensive income | 7,799 | 513 |
Accumulated deficit | (153,326) | (136,444) |
Total stockholders' equity | 274,882 | 154,364 |
Total liabilities, mezzanine equity and stockholders' equity | $ 383,875 | $ 244,424 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 693 | $ 186 |
Leases, allowance for doubtful accounts | $ 110 | $ 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) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Traditional Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 13,250,000 | 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) | 13,250,000 | 10,250,000 |
Common stock, shares issued (in shares) | 9,454,771 | 7,881,928 |
Common stock, shares outstanding (in shares) | 9,454,771 | 7,881,928 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues [Abstract] | ||||
Revenue, net | $ 56,636 | $ 31,237 | $ 133,001 | $ 88,894 |
Cost of revenue | 33,232 | 17,573 | 78,285 | 50,275 |
Gross profit | 23,404 | 13,664 | 54,716 | 38,619 |
Operating expenses: | ||||
Selling and marketing | 10,751 | 6,709 | 27,714 | 20,457 |
Research and development | 2,197 | 2,532 | 6,021 | 6,137 |
General and administrative | 10,253 | 4,230 | 29,852 | 12,473 |
Total operating expenses | 23,201 | 13,471 | 63,587 | 39,067 |
Operating income (loss) | 203 | 193 | (8,871) | (448) |
Interest and other expense, net | 2,011 | 927 | 6,353 | 932 |
Loss before income taxes and equity in losses of unconsolidated affiliates | (1,808) | (734) | (15,224) | (1,380) |
Income tax expense (benefit): | ||||
Current income tax expense | 370 | 40 | 425 | 112 |
Deferred income tax expense (benefit) | 3,043 | (570) | 1,268 | (2,078) |
Total income tax expense (benefit) | 3,413 | (530) | 1,693 | (1,966) |
Net (loss) income before equity in losses of unconsolidated affiliates | (5,221) | (204) | (16,917) | 586 |
Equity in losses of unconsolidated affiliates | (83) | (147) | (300) | (455) |
Net (loss) income after equity in losses of unconsolidated affiliates | (5,304) | (351) | (17,217) | 131 |
Net loss attributable to redeemable non-controlling interest | (85) | (41) | (353) | (132) |
Net (loss) income attributable to Heska Corporation | $ (5,219) | $ (310) | $ (16,864) | $ 263 |
Earnings Per Share [Abstract] | ||||
Basic (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.57) | $ (0.04) | $ (1.99) | $ 0.04 |
Diluted (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.57) | $ (0.04) | $ (1.99) | $ 0.03 |
Weighted average outstanding shares used to compute basic (loss) earnings per share attributable to Heska Corporation (in shares) | 9,123 | 7,501 | 8,486 | 7,461 |
Weighted average outstanding shares used to compute diluted (loss) earnings per share attributable to Heska Corporation (in shares) | 9,123 | 7,501 | 8,486 | 7,960 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net (loss) income after equity in losses from unconsolidated affiliates | $ (5,304) | $ (351) | $ (17,217) | $ 131 |
Other comprehensive (loss) income: | ||||
Translation adjustments and gains (losses) from intra-entity transactions | 5,426 | (158) | 7,286 | (137) |
Comprehensive (loss) income | 122 | (509) | (9,931) | (6) |
Comprehensive loss attributable to redeemable non-controlling interest | (85) | (41) | (353) | (132) |
Comprehensive (loss) income attributable to Heska Corporation | $ 207 | $ (468) | $ (9,578) | $ 126 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Preferred Stock | Preferred StockCumulative Effect, Period of Adoption, Adjusted Balance | Traditional Common Stock | Traditional Common StockCumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated DeficitCumulative Effect, Period of Adoption, Adjusted Balance |
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 loss attributable to Heska Corporation | 263 | 263 | ||||||||||||
Issuance of common stock, net of shares withheld for employee taxes (in shares) | 148,000 | |||||||||||||
Issuance of common stock, net of shares withheld for employee taxes | (2,247) | $ 1 | (2,248) | |||||||||||
Conversion of preferred stock to common stock | 29,770 | 29,770 | ||||||||||||
Stock-based compensation | 3,625 | 3,625 | ||||||||||||
Other comprehensive income (loss) | (137) | (137) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | 7,824,000 | ||||||||||||
Ending balance at Sep. 30, 2019 | 153,683 | $ 0 | $ 78 | 288,181 | 140 | (134,716) | ||||||||
Beginning balance (in shares) at Jun. 30, 2019 | 0 | 7,794,000 | ||||||||||||
Beginning balance at Jun. 30, 2019 | 122,922 | $ 0 | $ 78 | 256,952 | 298 | (134,406) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss attributable to Heska Corporation | (310) | (310) | ||||||||||||
Issuance of common stock, net of shares withheld for employee taxes (in shares) | 30,000 | |||||||||||||
Issuance of common stock, net of shares withheld for employee taxes | 213 | $ 0 | 213 | |||||||||||
Conversion of preferred stock to common stock | 29,770 | 29,770 | ||||||||||||
Stock-based compensation | 1,246 | 1,246 | ||||||||||||
Other comprehensive income (loss) | (158) | (158) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | 7,824,000 | ||||||||||||
Ending balance at Sep. 30, 2019 | 153,683 | $ 0 | $ 78 | 288,181 | 140 | (134,716) | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 7,882,000 | 7,882,000 | ||||||||||
Beginning balance at Dec. 31, 2019 | 154,364 | $ (18) | $ 154,346 | $ 0 | $ 0 | $ 79 | $ 79 | 290,216 | $ 290,216 | 513 | $ 513 | (136,444) | $ (18) | $ (136,462) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss attributable to Heska Corporation | (16,864) | (16,864) | ||||||||||||
Issuance of common stock, net of shares withheld for employee taxes (in shares) | 64,000 | |||||||||||||
Issuance of common stock, net of shares withheld for employee taxes | 1,398 | 1,397 | ||||||||||||
Issuance of preferred stock, net of issuance costs (in shares) | 122,000 | |||||||||||||
Issuance of preferred stock, net of issuance costs | 121,786 | $ 1 | 121,785 | |||||||||||
Conversion of preferred stock to common stock (in shares) | (122,000) | 1,509,000 | ||||||||||||
Conversion of preferred stock to common stock | 0 | $ (1) | $ 15 | (14) | ||||||||||
Stock-based compensation | 6,930 | 6,930 | ||||||||||||
Other comprehensive income (loss) | 7,286 | 7,286 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 9,455,000 | ||||||||||||
Ending balance at Sep. 30, 2020 | 274,882 | $ 0 | $ 95 | 420,314 | 7,799 | (153,326) | ||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 0 | 9,415,000 | ||||||||||||
Beginning balance at Jun. 30, 2020 | 270,047 | $ 0 | $ 94 | 415,687 | 2,373 | (148,107) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss attributable to Heska Corporation | (5,219) | (5,219) | ||||||||||||
Issuance of common stock, net of shares withheld for employee taxes (in shares) | 40,000 | |||||||||||||
Issuance of common stock, net of shares withheld for employee taxes | 496 | $ 1 | 495 | |||||||||||
Stock-based compensation | 4,132 | 4,132 | ||||||||||||
Other comprehensive income (loss) | 5,426 | 5,426 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 9,455,000 | ||||||||||||
Ending balance at Sep. 30, 2020 | $ 274,882 | $ 0 | $ 95 | $ 420,314 | $ 7,799 | $ (153,326) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income after equity in losses from unconsolidated affiliates | $ (17,217) | $ 131 |
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 8,041 | 3,759 |
Non-cash impact of operating leases | 1,431 | 1,126 |
Deferred income tax expense (benefit) | 1,268 | (2,078) |
Stock-based compensation | 6,930 | 3,625 |
Equity in losses of unconsolidated affiliates | 300 | 455 |
Amortization of debt discount and issuance costs | 4,573 | 282 |
Other losses | 62 | 340 |
Changes in operating assets and liabilities (net of the effect of acquisitions): | ||
Accounts receivable | (1,813) | 2,808 |
Inventories | (3,901) | (438) |
Other assets | (1,423) | (3,113) |
Accounts payable | (2,708) | (2,491) |
Due to related parties | 0 | (226) |
Other liabilities | (3,644) | (7,456) |
Net cash used in operating activities | (8,101) | (3,276) |
Cash flows from investing activities: | ||
Investment in subsidiary, net of cash acquired | 0 | (622) |
Purchases of property and equipment | (486) | (722) |
Net cash used in investing activities | (120,043) | (1,344) |
Cash flows from financing activities: | ||
Borrowings on line of credit | 0 | 6,750 |
Repayments of line of credit borrowings | 0 | (12,750) |
Payment of debt issuance costs | 0 | (3,072) |
Payment of preferred stock issuance costs | (214) | 0 |
Preferred stock proceeds | 122,000 | 0 |
Convertible debt proceeds | 0 | 86,250 |
Proceeds from issuance of common stock | 2,050 | 1,233 |
Repurchase of common stock | (652) | (3,480) |
Repayments of other debt | (193) | (1,164) |
Borrowings on other debts | 508 | 0 |
Net cash provided by financing activities | 123,499 | 73,767 |
Foreign exchange effect on cash and cash equivalents | 123 | (31) |
Net increase (decrease) in cash and cash equivalents | (4,522) | 69,116 |
Cash and cash equivalents, beginning of period | 89,030 | 13,389 |
Cash and cash equivalents, end of period | 84,508 | 82,505 |
Supplemental disclosure of cash flow information: | ||
Non-cash transfers of equipment between inventory and property and equipment, net | 3,328 | 1,118 |
Non-cash conversion of preferred stock to common stock | 122,000 | 0 |
Accrued debt issuance costs | 0 | 105 |
Purchase price adjustment receivable for scil | 1,273 | 0 |
Capex purchases - accrued but unpaid | 40 | 0 |
CVM | ||
Cash flows from investing activities: | ||
Acquisition of CVM | (14,420) | 0 |
Scil Animal Care Company | ||
Cash flows from investing activities: | ||
Acquisition of CVM | $ (105,137) | $ 0 |
CAPITAL STOCK - ADDITIONAL INFO
CAPITAL STOCK - ADDITIONAL INFORMATION (Details) $ in Thousands | Mar. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (as a percent) | 0.38% | |
Historical volatility rate (as a percent) | 46.30% | |
Expected lives (in years) | 5 years 3 months 21 days | |
Weighted average purchase price of shares purchased (in dollars per share) | $ 83.35 | |
Preferred stock, shares issued (in shares) | shares | 0 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Payments of stock issuance costs | $ | $ 214 | |
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) | $ 0.01 | |
Sale of stock, price per share | $ 1,000 | |
Sale of stock, consideration received per transaction | $ | $ 122,000 | |
Payments of stock issuance costs | $ | $ 200 | |
Convertible, preferred stock, shares issuable upon conversion | 12.4 | |
Preferred stock, convertible, conversion price (in dollars per share) | $ 80.85 | |
Conversion of convertible securities (in shares) | shares | (122,000) |
OPERATIONS AND SUMMARY OF SIGNI
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 The accompanying interim Condensed Consolidated Financial Statements are unaudited. The interim unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include normal, recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2020, and the results of our operations and statements of stockholders' equity for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 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 (Loss) Income. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year or any future period, particularly in light of the COVID-19 pandemic and its effects on the domestic and global economies as described below. 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. Beginning in the first quarter of 2020, to limit the spread of COVID-19, governments took various actions including the issuance of stay-at-home policies and social distancing procedures and guidelines, causing some businesses to adjust, reduce or suspend business and operating activities. Veterinary care is widely recognized as an "essential" service for pet owners, and veterinarians continued to deliver essential medical care for sick and injured pets. The stay-at-home policies deployed early in 2020 to combat the spread of COVID-19 resulted in a decrease in companion animal clinical visits, including delay of elective procedures and wellness visits and as a result lowers demand for diagnostic testing services. During the second and third quarters of 2020, certain local, state and federal governments began to ease the stay-at-home policies and allowed more businesses and facilities to re-open, leading to a recovery in companion animal clinical visits and associated demand for our diagnostic products. The extent to which the continuation, or a possible second-wave outbreak of COVID-19, or an outbreak of other health epidemics could impact our business, results of operations and financial condition, including the potential for write-offs or impairments of assets and suspension of capital investments, will depend on future developments. We are unable to predict with certainty the effects of the COVID-19 pandemic on our customers, suppliers and vendors, as well as the actions of governments, and when and to what extent normal economic and operating conditions can resume; these effects may differ from those assumed in our projected estimates. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic impact that has occurred or may occur in the future. 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. We have made estimates of the impact of the COVID-19 pandemic within our financial statements, and our actual results may differ from these estimates and there may be changes to those estimates in future periods. 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. 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. We continuously monitor our customers' credit worthiness and establish allowances for estimated credit losses related to our accounts receivable, net investment in leases, and promissory notes. Our allowances are established based on factors surrounding the credit risk of specific customers, historical experience including collections and write-off history, and current economic conditions. Account balances are considered past due if payments have not been received within agreed upon invoice and/or contract terms and the Company may employ collection agencies and legal counsel to pursue recovery of defaulted amounts. Account balances are written off against the allowance after all collection efforts have been exhausted and it is probable the receivable will not be recovered. The Company also performs a qualitative assessment, on a quarterly basis, to monitor economic factors and other uncertainties that may require additional adjustments for the expected credit loss allowance. 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. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE We separate our goods and services among two reportable segments, North America and International. The two segments consist of revenue originating from: • North America: including the United States, Canada and Mexico • International: all geographies outside North America, including Australia, France, Germany, Italy, Malaysia, Spain and Switzerland Refer to Note 17 for further detail regarding the change in reportable segments which required recast of prior period presentation. The following table summarizes our segment revenue (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Revenue: POC Lab Instruments & Other $ 2,458 $ 1,916 $ 5,772 $ 5,222 Sales-type leases 1,310 1,587 3,574 4,821 POC Lab Consumables 16,071 13,953 43,294 39,452 POC Imaging 5,268 4,550 12,912 13,781 PVD 5,437 2,702 14,821 8,093 OVP 3,906 4,897 10,708 13,123 Total North America Revenue $ 34,450 $ 29,605 $ 91,081 $ 84,492 International Revenue: POC Lab Instruments & Other $ 2,643 $ 1 $ 4,759 $ 17 Sales-type leases 277 — 601 — POC Lab Consumables 11,387 70 21,418 94 POC Imaging 7,029 785 12,791 2,194 PVD 850 776 2,351 2,097 OVP — — — — Total International Revenue $ 22,186 $ 1,632 $ 41,920 $ 4,402 Total Revenue $ 56,636 $ 31,237 $ 133,001 $ 88,894 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 non-cancelable 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 September 30, 2020, the aggregate amount of the transaction price allocated to remaining minimum performance obligations was approximately $135.5 million. As of September 30, 2020, the Company expects to recognize revenue as follows (in thousands): Year Ending December 31, Revenue 2020 (remaining) $ 7,773 2021 30,342 2022 27,155 2023 24,349 2024 20,007 Thereafter 25,843 $ 135,469 Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled contract asssets, deferred revenue, and customer deposits and billings in excess of revenue recognized. In addition, the Company defers certain costs incurred to obtain contracts. Contract Asset Certain unbilled amounts 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. The collection of these balances occurs over the term of the underlying contract. The balances as of September 30, 2020 were $1.3 million and $4.0 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 |
ACQUISITION AND RELATED PARTY I
ACQUISITION AND RELATED PARTY ITEMS | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations and Related Party Disclosure [Abstract] | |
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. At closing, the Company paid approximately $111.0 million in cash to acquire 100% of the capital stock of scil. 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 acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values 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. In the third quarter of 2020, the estimated purchase consideration decreased to approximately $109.8 million as a result of post-closing adjustments to the settlement exchange rate, the net working capital and other adjustments. The resulting goodwill represents the excess of the purchase price over the fair value of the net assets acquired and is primarily attributable to the synergies expected from the expanded market opportunities with our offerings and the experienced workforce acquired. Of the $45.8 million of goodwill acquired, $37.3 million is allocated to our International segment and $8.5 million is allocated to 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 the Company's future U.S. federal tax liability. The information below represents the preliminary purchase price allocation of scil (in thousands): April 1, 2020 Total purchase consideration $ 109,753 Cash and cash equivalents 5,889 Accounts receivable 10,707 Inventories 11,349 Net investment in leases, current 311 Prepaid expenses 1,404 Other current assets 405 Property and equipment, net 19,320 Operating lease right-of-use assets 877 Other intangible assets, net 44,517 Net investment in leases, non-current 1,027 Investments in unconsolidated affiliates 55 Other non-current assets 291 Total assets acquired 96,152 Accounts payable 8,221 Accrued liabilities 6,355 Operating lease liabilities, current 356 Deferred revenue, current, and other 3,220 Deferred revenue, non-current 94 Operating lease liabilities, non-current 529 Deferred tax liability 13,147 Other liabilities 276 Net assets acquired 63,954 Goodwill 45,799 Total fair value of consideration transferred $ 109,753 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. 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 change in the amount of goodwill from the acquisition. During the third quarter of 2020, the Company reclassified certain assets and liabilities to align with the presentation of our Condensed Consolidated Balance Sheet. There were no significant measurement period adjustments to the fair value of assets acquired and liabilities assumed. 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 $ 36,272 Internally developed software 7 years Straight-line 353 Backlog 0.2 years Straight-line 210 Non-compete agreements 2 years Straight-line 60 Trade name subject to amortization 0.8 years Straight-line 66 Trademarks and trade names not subject to amortization n/a Indefinite 7,556 Total intangible assets acquired $ 44,517 scil generated net revenue of $37.7 million and a net loss of $0.2 million for the period from April 1, 2020 to September 30, 2020. The Company incurred acquisition related costs of approximately $0.7 million and $5.7 million for the three and nine months ended September 30, 2020, respectively, which are included within general and administrative expenses on our Condensed Consolidated Statements of (Loss) 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): Nine Months Ended September 30, 2020 Revenue, net $ 151,522 Net (loss) income before equity in losses of unconsolidated affiliates $ (17,733) Net (loss) income attributable to Heska Corporation $ (17,680) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Revenue, net $ 49,346 $ 144,372 Net (loss) income before equity in losses of unconsolidated affiliates $ (451) $ (1,407) Net (loss) income attributable to Heska Corporation $ (557) $ (1,730) 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, $9.0 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 nine months ended September 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 $2.2 million and $5.2 million and net income of $0.3 million and $0.4 million for the three and nine months ended September 30, 2020, respectively. The Company incurred acquisition related costs of approximately $44 thousand and $0.3 million for the three and nine months ended September 30, 2020, respectively, which are included within general and administrative expenses on our Condensed Consolidated Statements of (Loss) 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 September 30, 2019 Nine Months Ended September 30, 2019 Revenue, net $ 32,910 $ 94,462 Net (loss) income before equity in losses of unconsolidated affiliates $ 164 $ 789 Net (loss) income attributable to Heska Corporation $ 58 $ 466 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 $23 thousand and $0 during the nine months ended September 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 September 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 $1.2 million and $0 as of September 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 September 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 nine months ended September 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 21, 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 September 30, 2020 and as such there will be no further related party activities with Cuattro. |
INVESTMENTS IN UNCONSOLIDATED A
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 9 Months Ended |
Sep. 30, 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): September 30, 2020 December 31, 2019 Equity method investment $ 4,167 $ 4,406 Non-marketable equity security investment 3,018 3,018 $ 7,185 $ 7,424 Equity Method Investment On September 24, 2018, we invested approximately $5.1 million, including costs, to acquire an equity interest in a business as part of our product development strategy. As of September 30, 2020, our ownership interest in the business was 29.1%. 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 (Loss) Income. Non-Marketable Equity Security Investment On August 8, 2018, the Company invested approximately $3.0 million, including costs, in exchange for preferred stock. The Company’s investment 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our total income tax expense/(benefit) for our loss before income taxes were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Loss before income taxes and equity in losses of unconsolidated affiliates $ (1,808) $ (734) $ (15,224) $ (1,380) Total income tax expense (benefit) $ 3,413 $ (530) $ 1,693 $ (1,966) There were cash payments for income taxes of $0.5 million and $0.8 million for the three and nine months ended September 30, 2020, respectively, and there were cash payments of $1 thousand and cash refunds, net of payments, of $0.1 million, respectively, for income taxes for the three and nine months ended September 30, 2019. The Company’s tax expense was $3.4 million and $1.7 million for the three and nine months ended September 30, 2020, respectively, compared to the tax benefit of $0.5 million and $2.0 million for the three and nine months ended September 30, 2019, respectively. The increase in tax expense in the nine month period is due to the higher financial loss offset by a $3.9 million increase in the partial valuation allowance further discussed below. The Company recognized $0.1 million in excess tax benefits related to employee share-based compensation for the three months ended September 30, 2020, compared to $0.1 million recognized for the three months ended September 30, 2019. The Company recognized $0.5 million in excess tax benefits related to employee share-based compensation for the nine months ended September 30, 2020, compared to $1.5 million recognized for the nine months ended September 30, 2019. The Company considered multiple factors in assessing the need for an increase in the partial valuation allowance against the Company’s deferred tax assets as of September 30, 2020. Significant factors such as the continued challenge and uncertainty of the COVID-19 pandemic, increased future stock compensation expenses from achievement of Company performance metrics, required capitalization of research and development expenses beginning in 2022 and acquisition related expenses from our business growth strategy have negatively impacted our future taxable income projections. These future projections indicate a larger portion of the company’s deferred tax assets will likely expire unrealized. As a result, the Company recorded an additional $3.6 million tax effected increase to the current partial valuation allowance against the Company's deferred tax assets during the three months ended September 30, 2020. As of September 30, 2020, the Company had a gross federal net operating loss carryforward of approximately $47.0 million and a gross partial valuation allowance of approximately $40.0 million recorded against the carryforward. The Company |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES, LESSEE | LEASES Lessee Accounting The Company leases buildings, office equipment, and vehicle s. The following table summarizes the Company's operating and finance lease balances (in thousands): Leases Balance Sheet Location September 30, 2020 December 31, 2019 Assets Operating Operating lease right-of-use assets $ 5,804 $ 5,726 Finance Property and equipment, net 1,824 81 Total Leased Assets $ 7,628 $ 5,807 Liabilities Operating Operating lease liabilities, current $ 2,099 $ 1,745 Operating lease liabilities, non-current 4,177 4,413 Finance Deferred revenue, current, and other 291 47 Other liabilities 283 37 Total Lease Liabilities $ 6,850 $ 6,242 For the three and nine months ended September 30, 2020, operating lease expense was approximately $0.7 million and $2.0 million, respectively, including immaterial variable lease costs. For the three and nine months ended September 30, 2019, operating lease expense was approximately $0.6 million and $1.8 million, respectively, including immaterial variable lease costs. For the three and nine months ended September 30, 2020, finance lease amortization expense was $0.1 million and $0.2 million, respectively. For the three and nine months ended September 30, 2019, finance lease amortization expense was $18 thousand and $32 thousand, respectively. For the three and nine months ended September 30, 2020, finance lease interest expense was $4 thousand and $7 thousand, respectively. For the three and nine months ended September 30, 2019, finance lease interest expense was $2 thousand and $2 thousand, respectively. Supplemental cash flow information related to the Company's operating and finance leases for the nine months ended September 30, 2020 and 2019, respectively, was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows - operating leases $ 1,617 $ 1,344 Operating cash outflows - finance leases $ 6 $ 2 Financing cash outflows - finance leases $ 166 $ 25 ROU assets obtained in exchange for new lease obligations: Operating leases $ 636 $ 498 Finance leases $ 120 $ 10 The following table presents the weighted average remaining lease term and weighted average discount rate related to the Company's leases: September 30, 2020 December 31, 2019 Weighted average remaining lease term: Operating 3.3 years 3.8 years Finance 3.0 years 2.0 years Weighted average discount rate: Operating 4.2 % 4.4 % Finance 2.2 % 4.0 % The following table presents the maturity of the Company's lease liabilities as of September 30, 2020 (in thousands): Year Ending December 31, Operating Leases Finance Leases Remainder of 2020 $ 817 $ 80 2021 1,932 265 2022 1,678 121 2023 1,893 47 2024 128 37 Thereafter 260 43 Total lease payments 6,708 593 Less: imputed interest 432 19 Total lease liabilities $ 6,276 $ 574 Lessor Accounting The Company enters into sales-type leases as part of our subscription agreements. The following table presents the maturity of the Company's lease receivables as of September 30, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 1,192 2021 4,915 2022 4,643 2023 3,929 2024 2,960 Thereafter 2,733 Total undiscounted future maturities 20,372 Less: interest 119 Total lease receivables $ 20,253 |
LEASES, LESSOR | LEASES Lessee Accounting The Company leases buildings, office equipment, and vehicle s. The following table summarizes the Company's operating and finance lease balances (in thousands): Leases Balance Sheet Location September 30, 2020 December 31, 2019 Assets Operating Operating lease right-of-use assets $ 5,804 $ 5,726 Finance Property and equipment, net 1,824 81 Total Leased Assets $ 7,628 $ 5,807 Liabilities Operating Operating lease liabilities, current $ 2,099 $ 1,745 Operating lease liabilities, non-current 4,177 4,413 Finance Deferred revenue, current, and other 291 47 Other liabilities 283 37 Total Lease Liabilities $ 6,850 $ 6,242 For the three and nine months ended September 30, 2020, operating lease expense was approximately $0.7 million and $2.0 million, respectively, including immaterial variable lease costs. For the three and nine months ended September 30, 2019, operating lease expense was approximately $0.6 million and $1.8 million, respectively, including immaterial variable lease costs. For the three and nine months ended September 30, 2020, finance lease amortization expense was $0.1 million and $0.2 million, respectively. For the three and nine months ended September 30, 2019, finance lease amortization expense was $18 thousand and $32 thousand, respectively. For the three and nine months ended September 30, 2020, finance lease interest expense was $4 thousand and $7 thousand, respectively. For the three and nine months ended September 30, 2019, finance lease interest expense was $2 thousand and $2 thousand, respectively. Supplemental cash flow information related to the Company's operating and finance leases for the nine months ended September 30, 2020 and 2019, respectively, was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows - operating leases $ 1,617 $ 1,344 Operating cash outflows - finance leases $ 6 $ 2 Financing cash outflows - finance leases $ 166 $ 25 ROU assets obtained in exchange for new lease obligations: Operating leases $ 636 $ 498 Finance leases $ 120 $ 10 The following table presents the weighted average remaining lease term and weighted average discount rate related to the Company's leases: September 30, 2020 December 31, 2019 Weighted average remaining lease term: Operating 3.3 years 3.8 years Finance 3.0 years 2.0 years Weighted average discount rate: Operating 4.2 % 4.4 % Finance 2.2 % 4.0 % The following table presents the maturity of the Company's lease liabilities as of September 30, 2020 (in thousands): Year Ending December 31, Operating Leases Finance Leases Remainder of 2020 $ 817 $ 80 2021 1,932 265 2022 1,678 121 2023 1,893 47 2024 128 37 Thereafter 260 43 Total lease payments 6,708 593 Less: imputed interest 432 19 Total lease liabilities $ 6,276 $ 574 Lessor Accounting The Company enters into sales-type leases as part of our subscription agreements. The following table presents the maturity of the Company's lease receivables as of September 30, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 1,192 2021 4,915 2022 4,643 2023 3,929 2024 2,960 Thereafter 2,733 Total undiscounted future maturities 20,372 Less: interest 119 Total lease receivables $ 20,253 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following is a reconciliation of the weighted-average shares outstanding used in the calculation of basic and diluted earnings per share ("EPS") for the three and nine months ended September 30, 2020 and 2019 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net (loss) income attributable to Heska Corporation $ (5,219) $ (310) $ (16,864) $ 263 Basic weighted-average common shares outstanding 9,123 7,501 8,486 7,461 Assumed exercise of dilutive stock options and restricted shares — — — 499 Diluted weighted-average common shares outstanding $ 9,123 $ 7,501 $ 8,486 $ 7,960 Basic (loss) earnings per share attributable to Heska Corporation $ (0.57) $ (0.04) $ (1.99) $ 0.04 Diluted (loss) earnings per share attributable to Heska Corporation $ (0.57) $ (0.04) $ (1.99) $ 0.03 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 antidilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Convertible preferred stock — — 611 — Convertible senior notes 123 — 56 — Stock options and restricted stock 312 273 329 272 435 273 996 272 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 average market price per share of our common stock is greater than the conversion price of the Notes of $86.63. For the periods presented, all potentially dilutive shares relating to the Notes were not included in the computation of diluted EPS as 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 shares were converted into 1,508,964 shares of Public Common Stock, effective on April 21, 2020. The potential dilutive effect of the convertible preferred stock was calculated using the if-converted method for the period the preferred shares were outstanding. For the three and nine months ended September 30, 2020, these shares were excluded from the computation of diluted EPS because the effect would have been antidilutive. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES The following summarizes the change in goodwill during the nine months ended September 30, 2020 (in thousands): Carrying amount, December 31, 2019 $ 36,204 Goodwill attributable to acquisitions 45,909 Foreign currency adjustments 3,189 Carrying amount, September 30, 2020 $ 85,302 Other intangibles consisted of the following (in thousands): September 30, 2020 December 31, 2019 Gross Carrying Amount Accum. Amortiz. Net Carrying Amount Gross Carrying Amount Accum. Amortiz. Net Carrying Amount Intangible assets subject to amortization: Customer relationships and other $ 45,053 $ (5,067) $ 39,986 $ 6,205 $ (2,226) $ 3,979 Developed technology 8,648 (1,458) 7,190 8,200 (819) 7,381 Trade names 188 (76) 112 112 — 112 Intangible assets not subject to amortization: Trade names 8,007 — 8,007 — — — Total intangible assets $ 61,896 $ (6,601) $ 55,295 $ 14,517 $ (3,045) $ 11,472 Amortization expense relating to other intangibles was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Amortization expense $ 1,502 $ 346 $ 3,556 $ 953 The remaining weighted-average amortization period for intangible assets is approximately 8.9 years. 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) $ 1,456 2021 5,696 2022 5,661 2023 5,300 2024 5,174 Thereafter 24,001 Total amortization related to finite-lived intangible assets $ 47,288 Indefinite-lived intangible assets 8,007 Net intangible assets $ 55,295 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): September 30, 2020 December 31, 2019 Land $ 2,460 $ 694 Building 12,254 3,845 Machinery and equipment 38,811 28,777 Office furniture and equipment 2,004 1,345 Computer hardware and software 4,631 3,408 Leasehold and building improvements 10,696 10,558 Construction in progress 40 671 Property and equipment, gross 70,896 49,298 Less accumulated depreciation (35,899) (33,829) Total property and equipment, net $ 34,997 $ 15,469 The Company has subscription agreements whereby its instruments in inventory may be placed at a customer's location on a rental basis. For instruments classified as operating leases, 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 September 30, 2020 and December 31, 2019, was $8.5 million and $8.1 million, respectively, before accumulated depreciation of $4.0 million and $4.6 million, respectively. |
INVENTORIES, NET
INVENTORIES, NET | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES Inventories consisted of the following (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 12,201 $ 14,597 Work in process 4,653 2,730 Finished goods 22,494 9,274 Total inventories $ 39,348 $ 26,601 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Accrued payroll and employee benefits $ 5,792 $ 1,175 Accrued property taxes 500 681 Accrued purchase orders 1,965 739 Accrued taxes 2,046 586 Other 2,987 3,164 Total accrued liabilities $ 13,290 $ 6,345 Other accrued liabilities consist of items that are individually less than 5% of total current liabilities. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK During the nine months ended September 30, 2020, the Company granted the following stock options and restricted stock awards: Nine Months Ended September 30, 2020 Options/Awards Weighted-Average Grant Date Fair Value Stock options 323,250 $ 25.97 Restricted stock awards 65,284 $ 83.35 The Company used the Black-Scholes option pricing model to determine the grant date fair value of stock options with service and/or company performance conditions. The model used the following weighted average assumptions: risk-free interest rate of 0.38%, expected volatility of 46.3% based on historical stock volatility, expected term of 5.31 years based on historical exercises, and no expected dividend yield. For stock options with market conditions, we utilized a Monte Carlo simulation model to estimate grant date fair value. Compensation cost is recognized ratably over the vesting periods of the options. We valued the restricted stock awards related to service and/or company performance targets based on grant date fair value and will expense over the period when achievement of those conditions is deemed probable. 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 $111.0 million of the proceeds from the offering to fund the April 1, 2020 acquisition of scil and plans to use the remaining proceeds for working capital and general corporate purposes. 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 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 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 Foreign Currency Gain Total Accumulated Other Comprehensive Income Balances at December 31, 2019 $ (346) $ 859 $ — $ 513 Current period other comprehensive income — 1,798 5,488 7,286 Balances at September 30, 2020 $ (346) $ 2,657 $ 5,488 $ 7,799 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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 re serve was $0.6 million and $0.3 million as of September 30, 2020 and December 31, 2019, respectively. 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 February 18, 2020, a former managing director of scil filed a claim disputing the effective date of the termination of his management service agreement and the validity of the Company´s waiver of his two-year post-contractual non-compete obligation. The Company intends to defend itself against the claim. Whether or not this will be successful depends on complex facts and circumstances. The Company is, based on the advice of its legal counsel, confident that it will be successful in evidencing the effective date of the termination of the management service agreement and as such, no accrual has been recorded for this ongoing litigation. Additionally, we are indemnified by the scil acquisition agreement for this claim. 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 September 30, 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 We have no off-balance sheet arrangements or variable interest entities. Purchase Obligations |
INTEREST AND OTHER EXPENSE, NET
INTEREST AND OTHER EXPENSE, NET | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest income $ (123) $ (141) $ (476) $ (365) Interest expense 2,339 494 7,018 718 Other expense (income), net (205) 574 (189) 579 Total interest and other expense, net $ 2,011 $ 927 $ 6,353 $ 932 |
CONVERTIBLE NOTES AND CREDIT FA
CONVERTIBLE NOTES AND CREDIT FACILITY | 9 Months Ended |
Sep. 30, 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 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 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 its intended expansion efforts, including through acquisitions of complementary businesses or technologies or other strategic transactions, and for working capital and other general corporate purposes. Refer to Note 16, Convertible Notes and Credit Facility, in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company's 2019 Form 10-K for further information on the Notes. During the three and nine months ended September 30, 2020, the conditions allowing holders of the Notes to convert have not been met. The Notes were therefore not convertible during the three and nine months ended September 30, 2020 and the liability component was classified as long-term debt on the Company's Condensed Consolidated Balance Sheet as of September 30, 2020. The following table summarizes the net carrying amount of the liability component of the Notes (in thousands): September 30, 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 (36,329) (40,902) Net carrying amount $ 49,921 $ 45,348 Interest expense related to the Notes for the three and nine months ended September 30, 2020 was $2.3 million and $7.0 million, respectively, 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest expense related to contractual coupon interest $ 809 $ 117 $ 2,426 $ 117 Interest expense related to amortization of the debt discount 1,524 220 $ 4,573 220 $ 2,333 $ 337 $ 6,999 $ 337 As of September 30, 2020, the remaining period over which the unamortized discount will be amortized is 71.5 months. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING On April 1, 2020, Heska completed the acquisition of scil. Following this acquisition, we restructured our operating segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance. The CODM changed how he assesses performance and allocates resources based on geographic regions in order to better align with the global operations of the Company. Based on this change, the Company determined it has two reportable segments and revised prior comparative periods to conform to the current period segment presentation. The Company’s two segments are North America and International. The North America segment is comprised of our operations in the United States, Canada and Mexico and the International segment is comprised of geographies outside of North America, which are our operations primarily in Australia, France, Germany, Italy, Malaysia, Spain and Switzerland. Certain expenses incurred at the Company’s headquarters located in the North America segment are allocated to each segment in a manner consistent with where the benefits from the expenses are derived. Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation. The Company's sales are determined by the country of origin where the sale occurred. For a description of Heska's previous operating segments, refer to Note 17 to the consolidated financial statements of Heska's 2019 Annual Report on Form 10-K. Our CODM continues to evaluate segment performance and allocate resources based on Revenue, Cost of Revenue, Gross Profit, Gross Margin and Operating Income. The CODM does not evaluate operating segments using asset information; however, we have included total asset information by segment below as there was a material change in total assets by segment as of September 30, 2020 due to the acquisition of scil. Summarized financial information concerning the Company's reportable segments is shown in the following tables (in thousands): Three Months Ended September 30, 2020 North America International Total Total revenue $ 34,450 $ 22,186 $ 56,636 Cost of revenue 17,820 15,412 33,232 Gross profit 16,630 6,774 23,404 Gross margin 48 % 31 % 41 % Operating income (loss) (10) 213 203 Three Months Ended September 30, 2019 North America International Total Total revenue $ 29,605 $ 1,632 $ 31,237 Cost of revenue 16,590 983 17,573 Gross profit 13,015 649 13,664 Gross margin 44 % 40 % 44 % Operating income (loss) 362 (169) 193 Nine Months Ended September 30, 2020 North America International Total Total revenue $ 91,081 $ 41,920 $ 133,001 Cost of revenue 49,187 29,098 78,285 Gross profit 41,894 12,822 54,716 Gross margin 46 % 31 % 41 % Operating loss (7,172) (1,699) (8,871) Nine Months Ended September 30, 2019 North America International Total Total revenue $ 84,492 $ 4,402 88,894 Cost of revenue 47,224 3,051 50,275 Gross profit 37,268 1,351 38,619 Gross margin 44 % 31 % 43 % Operating income (loss) 203 (651) (448) Asset information by reportable segment as of September 30, 2020 is as follows (in thousands): As of September 30, 2020 North America International Total Total assets $ 228,466 $ 155,409 $ 383,875 Asset information by reportable segment as of December 31, 2019 is as follows (in thousands): As of December 31, 2019 North America International Total Total assets $ 219,402 $ 25,022 $ 244,424 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSIn October 2020 the Company acquired the remaining 30% minority interest in Optomed for a purchase price of $450 thousand. The Company had previously acquired 70% of the equity of Optomed in February 2019. The purchase allows the Company to assume full control of the business operations. |
OPERATIONS AND SUMMARY OF SIG_2
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying interim Condensed Consolidated Financial Statements are unaudited. The interim unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include normal, recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2020, and the results of our operations and statements of stockholders' equity for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 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 (Loss) Income. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year or any future period, particularly in light of the COVID-19 pandemic and its effects on the domestic and global economies as described below. 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. Beginning in the first quarter of 2020, to limit the spread of COVID-19, governments took various actions including the issuance of stay-at-home policies and social distancing procedures and guidelines, causing some businesses to adjust, reduce or suspend business and operating activities. Veterinary care is widely recognized as an "essential" service for pet owners, and veterinarians continued to deliver essential medical care for sick and injured pets. The stay-at-home policies deployed early in 2020 to combat the spread of COVID-19 resulted in a decrease in companion animal clinical visits, including delay of elective procedures and wellness visits and as a result lowers demand for diagnostic testing services. During the second and third quarters of 2020, certain local, state and federal governments began to ease the stay-at-home policies and allowed more businesses and facilities to re-open, leading to a recovery in companion animal clinical visits and associated demand for our diagnostic products. The extent to which the continuation, or a possible second-wave outbreak of COVID-19, or an outbreak of other health epidemics could impact our business, results of operations and financial condition, including the potential for write-offs or impairments of assets and suspension of capital investments, will depend on future developments. We are unable to predict with certainty the effects of the COVID-19 pandemic on our customers, suppliers and vendors, as well as the actions of governments, and |
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. 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. We continuously monitor our customers' credit worthiness and establish allowances for estimated credit losses related to our accounts receivable, net investment in leases, and promissory notes. Our allowances are established based on factors surrounding the credit risk of specific customers, historical experience including collections and write-off history, and current economic conditions. Account balances are considered past due if payments have not been received within agreed upon invoice and/or contract terms and the Company may employ collection agencies and legal counsel to pursue recovery of defaulted amounts. Account balances are written off against the allowance after all collection efforts have been exhausted and it is probable the receivable will not be recovered. The Company also performs a qualitative assessment, on a quarterly basis, to monitor economic factors and other uncertainties that may require additional adjustments for the expected credit loss allowance. 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. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | he following table summarizes our segment revenue (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Revenue: POC Lab Instruments & Other $ 2,458 $ 1,916 $ 5,772 $ 5,222 Sales-type leases 1,310 1,587 3,574 4,821 POC Lab Consumables 16,071 13,953 43,294 39,452 POC Imaging 5,268 4,550 12,912 13,781 PVD 5,437 2,702 14,821 8,093 OVP 3,906 4,897 10,708 13,123 Total North America Revenue $ 34,450 $ 29,605 $ 91,081 $ 84,492 International Revenue: POC Lab Instruments & Other $ 2,643 $ 1 $ 4,759 $ 17 Sales-type leases 277 — 601 — POC Lab Consumables 11,387 70 21,418 94 POC Imaging 7,029 785 12,791 2,194 PVD 850 776 2,351 2,097 OVP — — — — Total International Revenue $ 22,186 $ 1,632 $ 41,920 $ 4,402 Total Revenue $ 56,636 $ 31,237 $ 133,001 $ 88,894 |
Schedule of Timing of Revenue Expected to be Recognized | As of September 30, 2020, the Company expects to recognize revenue as follows (in thousands): Year Ending December 31, Revenue 2020 (remaining) $ 7,773 2021 30,342 2022 27,155 2023 24,349 2024 20,007 Thereafter 25,843 $ 135,469 |
ACQUISITION AND RELATED PARTY_2
ACQUISITION AND RELATED PARTY ITEMS ACQUISITION AND RELATED PARTY ITEMS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations and Related Party Disclosure [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The information below represents the preliminary purchase price allocation of scil (in thousands): April 1, 2020 Total purchase consideration $ 109,753 Cash and cash equivalents 5,889 Accounts receivable 10,707 Inventories 11,349 Net investment in leases, current 311 Prepaid expenses 1,404 Other current assets 405 Property and equipment, net 19,320 Operating lease right-of-use assets 877 Other intangible assets, net 44,517 Net investment in leases, non-current 1,027 Investments in unconsolidated affiliates 55 Other non-current assets 291 Total assets acquired 96,152 Accounts payable 8,221 Accrued liabilities 6,355 Operating lease liabilities, current 356 Deferred revenue, current, and other 3,220 Deferred revenue, non-current 94 Operating lease liabilities, non-current 529 Deferred tax liability 13,147 Other liabilities 276 Net assets acquired 63,954 Goodwill 45,799 Total fair value of consideration transferred $ 109,753 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 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | tangible 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 $ 36,272 Internally developed software 7 years Straight-line 353 Backlog 0.2 years Straight-line 210 Non-compete agreements 2 years Straight-line 60 Trade name subject to amortization 0.8 years Straight-line 66 Trademarks and trade names not subject to amortization n/a Indefinite 7,556 Total intangible assets acquired $ 44,517 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 |
Business Acquisition, Pro Forma Information | The following tables present unaudited supplemental pro forma financial information as if the acquisition had occurred on January 1, 2019 (in thousands): Nine Months Ended September 30, 2020 Revenue, net $ 151,522 Net (loss) income before equity in losses of unconsolidated affiliates $ (17,733) Net (loss) income attributable to Heska Corporation $ (17,680) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Revenue, net $ 49,346 $ 144,372 Net (loss) income before equity in losses of unconsolidated affiliates $ (451) $ (1,407) Net (loss) income attributable to Heska Corporation $ (557) $ (1,730) 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 September 30, 2019 Nine Months Ended September 30, 2019 Revenue, net $ 32,910 $ 94,462 Net (loss) income before equity in losses of unconsolidated affiliates $ 164 $ 789 Net (loss) income attributable to Heska Corporation $ 58 $ 466 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2020 December 31, 2019 Equity method investment $ 4,167 $ 4,406 Non-marketable equity security investment 3,018 3,018 $ 7,185 $ 7,424 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Our total income tax expense/(benefit) for our loss before income taxes were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Loss before income taxes and equity in losses of unconsolidated affiliates $ (1,808) $ (734) $ (15,224) $ (1,380) Total income tax expense (benefit) $ 3,413 $ (530) $ 1,693 $ (1,966) |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | The following table summarizes the Company's operating and finance lease balances (in thousands): Leases Balance Sheet Location September 30, 2020 December 31, 2019 Assets Operating Operating lease right-of-use assets $ 5,804 $ 5,726 Finance Property and equipment, net 1,824 81 Total Leased Assets $ 7,628 $ 5,807 Liabilities Operating Operating lease liabilities, current $ 2,099 $ 1,745 Operating lease liabilities, non-current 4,177 4,413 Finance Deferred revenue, current, and other 291 47 Other liabilities 283 37 Total Lease Liabilities $ 6,850 $ 6,242 |
Additional lease information | Supplemental cash flow information related to the Company's operating and finance leases for the nine months ended September 30, 2020 and 2019, respectively, was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows - operating leases $ 1,617 $ 1,344 Operating cash outflows - finance leases $ 6 $ 2 Financing cash outflows - finance leases $ 166 $ 25 ROU assets obtained in exchange for new lease obligations: Operating leases $ 636 $ 498 Finance leases $ 120 $ 10 The following table presents the weighted average remaining lease term and weighted average discount rate related to the Company's leases: September 30, 2020 December 31, 2019 Weighted average remaining lease term: Operating 3.3 years 3.8 years Finance 3.0 years 2.0 years Weighted average discount rate: Operating 4.2 % 4.4 % Finance 2.2 % 4.0 % |
Schedule of maturity of operating leases | The following table presents the maturity of the Company's lease liabilities as of September 30, 2020 (in thousands): Year Ending December 31, Operating Leases Finance Leases Remainder of 2020 $ 817 $ 80 2021 1,932 265 2022 1,678 121 2023 1,893 47 2024 128 37 Thereafter 260 43 Total lease payments 6,708 593 Less: imputed interest 432 19 Total lease liabilities $ 6,276 $ 574 |
Lessor, maturity of undiscounted lease receivables | The following table presents the maturity of the Company's lease receivables as of September 30, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 1,192 2021 4,915 2022 4,643 2023 3,929 2024 2,960 Thereafter 2,733 Total undiscounted future maturities 20,372 Less: interest 119 Total lease receivables $ 20,253 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 earnings per share ("EPS") for the three and nine months ended September 30, 2020 and 2019 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net (loss) income attributable to Heska Corporation $ (5,219) $ (310) $ (16,864) $ 263 Basic weighted-average common shares outstanding 9,123 7,501 8,486 7,461 Assumed exercise of dilutive stock options and restricted shares — — — 499 Diluted weighted-average common shares outstanding $ 9,123 $ 7,501 $ 8,486 $ 7,960 Basic (loss) earnings per share attributable to Heska Corporation $ (0.57) $ (0.04) $ (1.99) $ 0.04 Diluted (loss) earnings per share attributable to Heska Corporation $ (0.57) $ (0.04) $ (1.99) $ 0.03 |
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 antidilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Convertible preferred stock — — 611 — Convertible senior notes 123 — 56 — Stock options and restricted stock 312 273 329 272 435 273 996 272 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following summarizes the change in goodwill during the nine months ended September 30, 2020 (in thousands): Carrying amount, December 31, 2019 $ 36,204 Goodwill attributable to acquisitions 45,909 Foreign currency adjustments 3,189 Carrying amount, September 30, 2020 $ 85,302 |
Schedule of other intangible assets | Other intangibles consisted of the following (in thousands): September 30, 2020 December 31, 2019 Gross Carrying Amount Accum. Amortiz. Net Carrying Amount Gross Carrying Amount Accum. Amortiz. Net Carrying Amount Intangible assets subject to amortization: Customer relationships and other $ 45,053 $ (5,067) $ 39,986 $ 6,205 $ (2,226) $ 3,979 Developed technology 8,648 (1,458) 7,190 8,200 (819) 7,381 Trade names 188 (76) 112 112 — 112 Intangible assets not subject to amortization: Trade names 8,007 — 8,007 — — — Total intangible assets $ 61,896 $ (6,601) $ 55,295 $ 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Amortization expense $ 1,502 $ 346 $ 3,556 $ 953 |
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) $ 1,456 2021 5,696 2022 5,661 2023 5,300 2024 5,174 Thereafter 24,001 Total amortization related to finite-lived intangible assets $ 47,288 Indefinite-lived intangible assets 8,007 Net intangible assets $ 55,295 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net, consisted of the following (in thousands): September 30, 2020 December 31, 2019 Land $ 2,460 $ 694 Building 12,254 3,845 Machinery and equipment 38,811 28,777 Office furniture and equipment 2,004 1,345 Computer hardware and software 4,631 3,408 Leasehold and building improvements 10,696 10,558 Construction in progress 40 671 Property and equipment, gross 70,896 49,298 Less accumulated depreciation (35,899) (33,829) Total property and equipment, net $ 34,997 $ 15,469 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consisted of the following (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 12,201 $ 14,597 Work in process 4,653 2,730 Finished goods 22,494 9,274 Total inventories $ 39,348 $ 26,601 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Accrued payroll and employee benefits $ 5,792 $ 1,175 Accrued property taxes 500 681 Accrued purchase orders 1,965 739 Accrued taxes 2,046 586 Other 2,987 3,164 Total accrued liabilities $ 13,290 $ 6,345 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock options plans | During the nine months ended September 30, 2020, the Company granted the following stock options and restricted stock awards: Nine Months Ended September 30, 2020 Options/Awards Weighted-Average Grant Date Fair Value Stock options 323,250 $ 25.97 Restricted stock awards 65,284 $ 83.35 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 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 Foreign Currency Gain Total Accumulated Other Comprehensive Income Balances at December 31, 2019 $ (346) $ 859 $ — $ 513 Current period other comprehensive income — 1,798 5,488 7,286 Balances at September 30, 2020 $ (346) $ 2,657 $ 5,488 $ 7,799 |
INTEREST AND OTHER EXPENSE, N_2
INTEREST AND OTHER EXPENSE, NET (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest income $ (123) $ (141) $ (476) $ (365) Interest expense 2,339 494 7,018 718 Other expense (income), net (205) 574 (189) 579 Total interest and other expense, net $ 2,011 $ 927 $ 6,353 $ 932 |
CONVERTIBLE NOTES AND CREDIT _2
CONVERTIBLE NOTES AND CREDIT FACILITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | September 30, 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 (36,329) (40,902) Net carrying amount $ 49,921 $ 45,348 |
Interest Income and Interest Expense Disclosure | Interest expense related to the Notes for the three and nine months ended September 30, 2020 was $2.3 million and $7.0 million, respectively, 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest expense related to contractual coupon interest $ 809 $ 117 $ 2,426 $ 117 Interest expense related to amortization of the debt discount 1,524 220 $ 4,573 220 $ 2,333 $ 337 $ 6,999 $ 337 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | Summarized financial information concerning the Company's reportable segments is shown in the following tables (in thousands): Three Months Ended September 30, 2020 North America International Total Total revenue $ 34,450 $ 22,186 $ 56,636 Cost of revenue 17,820 15,412 33,232 Gross profit 16,630 6,774 23,404 Gross margin 48 % 31 % 41 % Operating income (loss) (10) 213 203 Three Months Ended September 30, 2019 North America International Total Total revenue $ 29,605 $ 1,632 $ 31,237 Cost of revenue 16,590 983 17,573 Gross profit 13,015 649 13,664 Gross margin 44 % 40 % 44 % Operating income (loss) 362 (169) 193 Nine Months Ended September 30, 2020 North America International Total Total revenue $ 91,081 $ 41,920 $ 133,001 Cost of revenue 49,187 29,098 78,285 Gross profit 41,894 12,822 54,716 Gross margin 46 % 31 % 41 % Operating loss (7,172) (1,699) (8,871) Nine Months Ended September 30, 2019 North America International Total Total revenue $ 84,492 $ 4,402 88,894 Cost of revenue 47,224 3,051 50,275 Gross profit 37,268 1,351 38,619 Gross margin 44 % 31 % 43 % Operating income (loss) 203 (651) (448) |
Schedule of revenue from external customers and long-lived assets, by geographical areas | Asset information by reportable segment as of September 30, 2020 is as follows (in thousands): As of September 30, 2020 North America International Total Total assets $ 228,466 $ 155,409 $ 383,875 Asset information by reportable segment as of December 31, 2019 is as follows (in thousands): As of December 31, 2019 North America International Total Total assets $ 219,402 $ 25,022 $ 244,424 |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenue, net | $ 56,636 | $ 31,237 | $ 133,001 | $ 88,894 | |
Contract receivables, current | 1,300 | 1,300 | $ 1,100 | ||
Contract receivables, noncurrent | 4,000 | 4,000 | 3,700 | ||
Current portion of deferred revenue, and other | 8,200 | 8,200 | $ 8,700 | ||
Contract liabilities, revenue recognized | 3,400 | ||||
Contract liabilities, increase due to additional deferred sales | 2,300 | ||||
Scil Animal Care Company | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Contract with customer, liability | 600 | 600 | |||
North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 34,450 | 29,605 | 91,081 | 84,492 | |
International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 22,186 | 1,632 | 41,920 | 4,402 | |
POC Lab Instruments & Other | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 2,458 | 1,916 | 5,772 | 5,222 | |
POC Lab Instruments & Other | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 2,643 | 1 | 4,759 | 17 | |
Sales-type leases | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 1,310 | 1,587 | 3,574 | 4,821 | |
Sales-type leases | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 277 | 0 | 601 | 0 | |
POC Lab Consumables | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 16,071 | 13,953 | 43,294 | 39,452 | |
POC Lab Consumables | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 11,387 | 70 | 21,418 | 94 | |
POC Imaging | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 5,268 | 4,550 | 12,912 | 13,781 | |
POC Imaging | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 7,029 | 785 | 12,791 | 2,194 | |
PVD | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 5,437 | 2,702 | 14,821 | 8,093 | |
PVD | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 850 | 776 | 2,351 | 2,097 | |
OVP | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | 3,906 | 4,897 | 10,708 | 13,123 | |
OVP | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, net | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE - Performance Obligatio
REVENUE - Performance Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 135,469 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 7,773 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 30,342 |
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 | $ 27,155 |
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 | $ 24,349 |
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 | $ 20,007 |
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]: 2025-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 25,843 |
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) | Apr. 01, 2020USD ($) | Dec. 05, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 36,204,000 | $ 85,302,000 | $ 85,302,000 | $ 85,302,000 | ||||
Unrecognized tax benefits, period increase (decrease) | 1,000,000 | |||||||
Goodwill, period increase (decrease) | 110,000 | |||||||
Related party loan | 0 | 1,186,000 | 1,186,000 | 1,186,000 | ||||
Operating cash outflows - operating leases | 1,617,000 | $ 1,344,000 | ||||||
Operating lease right-of-use assets | 5,726,000 | 5,804,000 | 5,804,000 | 5,804,000 | ||||
Total lease liabilities | $ 6,276,000 | $ 6,276,000 | $ 6,276,000 | |||||
CVM Practice | Affiliated Entity | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of warehouses | segment | 2 | 2 | 2 | |||||
Number of loans | segment | 2 | 2 | 2 | |||||
Operating cash outflows - operating leases | $ 23,000 | 0 | ||||||
Operating lease right-of-use assets | 0 | $ 169,000 | $ 169,000 | 169,000 | ||||
Total lease liabilities | 0 | 169,000 | 169,000 | 169,000 | ||||
Accounts payable, related parties | 0 | 1,200,000 | 1,200,000 | 1,200,000 | ||||
Cuattro, LLC | Heska Imaging | Affiliated Entity | ||||||||
Business Acquisition [Line Items] | ||||||||
Related party - amount of transaction | 0 | 6,000 | ||||||
Heska Imaging | Affiliated Entity | ||||||||
Business Acquisition [Line Items] | ||||||||
Related party loan | 0 | 0 | 0 | 0 | ||||
Scil Animal Care Company | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interest acquired | 100.00% | |||||||
Cash consideration transferred | $ 111,000,000 | |||||||
Purchase price | 109,753,000 | |||||||
Goodwill | 45,799,000 | |||||||
Revenue of acquiree since acquisition date | 37,700,000 | |||||||
Net income of acquiree since acquisition date | $ 200,000 | |||||||
Acquisition related costs | 700,000 | 5,700,000 | ||||||
Revenue, net | $ 49,346,000 | 151,522,000 | 144,372,000 | |||||
Net (loss) income attributable to Heska Corporation | (557,000) | (17,680,000) | (1,730,000) | |||||
Scil Animal Care Company | International | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 37,300,000 | |||||||
Scil Animal Care Company | North America | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 8,500,000 | |||||||
CVM | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interest acquired | 100.00% | |||||||
Purchase price | $ 14,400,000 | |||||||
Goodwill | 8,959,000 | |||||||
Equity interest issued and issuable | $ 9,000,000 | |||||||
Revenue of acquiree since acquisition date | 800,000 | 2,200,000 | 5,200,000 | |||||
Net income of acquiree since acquisition date | $ 100,000 | 300,000 | 400,000 | |||||
Acquisition related costs | $ 44,000 | $ 300,000 | ||||||
Revenue, net | 32,910,000 | 94,462,000 | ||||||
Net (loss) income attributable to Heska Corporation | $ 58,000 | $ 466,000 |
ACQUISITION AND RELATED PARTY_4
ACQUISITION AND RELATED PARTY ITEMS - Fair Values of Assets and Liabilties at Scil Acquisition Date (Details) - USD ($) $ in Thousands | Apr. 01, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||
Goodwill | $ 85,302 | $ 36,204 | |
Scil Animal Care Company | |||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | |||
Total fair value of consideration transferred | $ 109,753 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||
Cash and cash equivalents | 5,889 | ||
Accounts receivable | 10,707 | ||
Inventories | 11,349 | ||
Net investment in leases, current | 311 | ||
Prepaid expenses | 1,404 | ||
Other current assets | 405 | ||
Property and equipment | 19,320 | ||
Operating lease right-of-use assets | 877 | ||
Other intangible assets | 44,517 | ||
Net investment in leases, non-current | 1,027 | ||
Investments in unconsolidated affiliates | 55 | ||
Other non-current assets | 291 | ||
Total assets acquired | 96,152 | ||
Accounts payable | 8,221 | ||
Accrued liabilities | 6,355 | ||
Operating lease liabilities, current | 356 | ||
Current portion of deferred revenue, and other | 3,220 | ||
Deferred revenue, non-current | 94 | ||
Operating lease liabilities, non-current | 529 | ||
Deferred tax liability | 13,147 | ||
Other liabilities | 276 | ||
Net assets acquired | 63,954 | ||
Goodwill | 45,799 | ||
Total fair value of consideration transferred | $ 109,753 |
ACQUISITION AND RELATED PARTY_5
ACQUISITION AND RELATED PARTY ITEMS - Fair Value of Assets and Liabilities at CVM Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 05, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||
Goodwill | $ 85,302 | $ 36,204 | |
CVM | |||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | |||
Consideration paid to former owners | $ 14,420 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||
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 |
ACQUISITION AND RELATED PARTY_6
ACQUISITION AND RELATED PARTY ITEMS - Intangible Assets Acquired, Amortization Method (Details) - USD ($) $ in Thousands | Apr. 01, 2020 | Dec. 05, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Gross Carrying Amount | $ 61,896 | $ 14,517 | ||
Scil Animal Care Company | ||||
Business Acquisition [Line Items] | ||||
Gross Carrying Amount | $ 44,517 | |||
Scil Animal Care Company | Trade names | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | $ 7,556 | |||
CVM | ||||
Business Acquisition [Line Items] | ||||
Gross Carrying Amount | 2,608 | |||
CVM | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Indefinite-lived intangible assets acquired | $ 57 | |||
Customer relationships | Scil Animal Care Company | ||||
Business Acquisition [Line Items] | ||||
Useful Life | 10 years | |||
Finite-lived intangible assets acquired | $ 36,272 | |||
Customer relationships | CVM | ||||
Business Acquisition [Line Items] | ||||
Useful Life | 6 years | |||
Finite-lived intangible assets acquired | $ 2,440 | |||
Internally developed software | Scil Animal Care Company | ||||
Business Acquisition [Line Items] | ||||
Useful Life | 7 years | |||
Finite-lived intangible assets acquired | $ 353 | |||
Backlog | Scil Animal Care Company | ||||
Business Acquisition [Line Items] | ||||
Useful Life | 2 months 12 days | |||
Finite-lived intangible assets acquired | $ 210 | |||
Non-compete agreements | Scil Animal Care Company | ||||
Business Acquisition [Line Items] | ||||
Useful Life | 2 years | |||
Finite-lived intangible assets acquired | $ 60 | |||
Trade names | Scil Animal Care Company | ||||
Business Acquisition [Line Items] | ||||
Useful Life | 9 months 18 days | |||
Finite-lived intangible assets acquired | $ 66 | |||
Trade names | CVM | ||||
Business Acquisition [Line Items] | ||||
Useful Life | 4 years | |||
Finite-lived intangible assets acquired | $ 111 |
ACQUISITION AND RELATED PARTY_7
ACQUISITION AND RELATED PARTY ITEMS - Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Scil Animal Care Company | |||
Business Acquisition [Line Items] | |||
Revenue, net | $ 49,346 | $ 151,522 | $ 144,372 |
Net (loss) income before equity in losses of unconsolidated affiliates | (451) | (17,733) | (1,407) |
Net (loss) income attributable to Heska Corporation | (557) | $ (17,680) | (1,730) |
CVM | |||
Business Acquisition [Line Items] | |||
Revenue, net | 32,910 | 94,462 | |
Net (loss) income before equity in losses of unconsolidated affiliates | 164 | 789 | |
Net (loss) income attributable to Heska Corporation | $ 58 | $ 466 |
INVESTMENTS IN UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) - USD ($) $ in Thousands | Sep. 24, 2018 | Aug. 08, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment | $ 4,167 | $ 4,406 | ||
Non-marketable equity security investment | 3,018 | 3,018 | ||
Investments | $ 7,185 | $ 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 | 29.10% | |||
MBio Diagnostics, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire non-marketable securities | $ 3,000 | |||
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income before income taxes | $ (1,808) | $ (734) | $ (15,224) | $ (1,380) |
Total income tax expense (benefit) | 3,413 | (530) | 1,693 | (1,966) |
Cash paid for income taxes | 500 | 1 | 800 | |
Excess tax benefits related to employee share-based compensation | $ 100 | $ 100 | 500 | $ 1,500 |
Valuation allowance, deferred tax asset, increase (decrease) | $ 3,600 |
LEASES - Operating and Financin
LEASES - Operating and Financing Lease Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 5,804 | $ 5,726 |
Property and equipment, net | 1,824 | 81 |
Total Leased Assets | 7,628 | 5,807 |
Operating lease liabilities, current | 2,099 | 1,745 |
Operating lease liabilities, non-current | 4,177 | 4,413 |
Deferred revenue, current, and other | 291 | 47 |
Other liabilities | 283 | 37 |
Total Lease Liabilities | $ 6,850 | $ 6,242 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease, expense | $ 700 | $ 600 | $ 2,000 | $ 1,800 |
Finance lease amortization expense | 100 | 18 | 200 | 32 |
Finance lease, interest expense | $ 4 | $ 2 | $ 7 | $ 2 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows - operating leases | $ 1,617 | $ 1,344 |
Operating cash outflows - finance leases | 6 | 2 |
Financing cash outflows - finance leases | 166 | 25 |
ROU assets obtained in exchange for new lease obligations: | ||
Operating leases | 636 | 498 |
Finance leases | $ 120 | $ 10 |
LEASES - Weighted Average Remai
LEASES - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Weighted average remaining lease term: | ||
Operating | 3 years 3 months 18 days | 3 years 9 months 18 days |
Finance | 3 years | 2 years |
Weighted average discount rate: | ||
Operating | 4.20% | 4.40% |
Finance | 2.20% | 4.00% |
LEASES - Lessee Accounting (Det
LEASES - Lessee Accounting (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Operating Leases | |
Remainder of 2020 | $ 817 |
2021 | 1,932 |
2022 | 1,678 |
2023 | 1,893 |
2024 | 128 |
Thereafter | 260 |
Total lease payments | 6,708 |
Less: imputed interest | 432 |
Total lease liabilities | 6,276 |
Finance Leases | |
Remainder of 2020 | 80 |
2021 | 265 |
2022 | 121 |
2023 | 47 |
2024 | 37 |
Thereafter | 43 |
Total lease payments | 593 |
Less: imputed interest | 19 |
Total lease liabilities | $ 574 |
LEASES - Lessor Accounting (Det
LEASES - Lessor Accounting (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | $ 1,192 |
2021 | 4,915 |
2022 | 4,643 |
2023 | 3,929 |
2024 | 2,960 |
Thereafter | 2,733 |
Lessor, operating lease, payments to be received | 20,372 |
Less: interest | 119 |
Total lease receivables | $ 20,253 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 14, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 17, 2019 |
Earnings Per Share [Abstract] | ||||||
Net (loss) income attributable to Heska Corporation | $ (5,219) | $ (310) | $ (16,864) | $ 263 | ||
Basic weighted-average common shares outstanding (in shares) | 9,123,000 | 7,501,000 | 8,486,000 | 7,461,000 | ||
Assumed exercise of dilutive stock options and restricted shares | 0 | 0 | 0 | 499,000 | ||
Diluted weighted-average common shares outstanding | 9,123,000 | 7,501,000 | 8,486,000 | 7,960,000 | ||
Basic (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.57) | $ (0.04) | $ (1.99) | $ 0.04 | ||
Diluted (loss) earnings per share attributable to Heska Corporation (in dollars per share) | $ (0.57) | $ (0.04) | $ (1.99) | $ 0.03 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Stock options and restricted units excluded from computation of earnings per share | 435,000 | 273,000 | 996,000 | 272,000 | ||
Series X Convertible Preferred Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Conversion of convertible securities (in shares) | 122,000 | |||||
Traditional Common Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Conversion of convertible securities (in shares) | 1,508,964 | |||||
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 | 0 | 0 | 611,000 | 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 | 123,000 | 0 | 56,000 | 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 | 312,000 | 273,000 | 329,000 | 272,000 | ||
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 | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||||
Carrying amount, December 31, 2019 | $ 36,204 | ||||
Goodwill attributable to acquisitions | 45,909 | ||||
Foreign currency adjustments | 3,189 | ||||
Carrying amount, September 30, 2020 | $ 85,302 | 85,302 | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Accumulated amortization | (6,601) | (6,601) | $ (3,045) | ||
Net carrying amount | 47,288 | 47,288 | |||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | 8,007 | 8,007 | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | 61,896 | 61,896 | 14,517 | ||
Accumulated amortization | (6,601) | (6,601) | (3,045) | ||
Net intangible assets | 55,295 | 55,295 | 11,472 | ||
Amortization expense | 1,502 | $ 346 | 3,556 | $ 953 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
2020 (remaining) | 1,456 | 1,456 | |||
2021 | 5,696 | 5,696 | |||
2022 | 5,661 | 5,661 | |||
2023 | 5,300 | 5,300 | |||
2024 | 5,174 | 5,174 | |||
Thereafter | 24,001 | 24,001 | |||
Net carrying amount | 47,288 | 47,288 | |||
Indefinite-lived intangible assets | 8,007 | 8,007 | |||
Net intangible assets | 55,295 | 55,295 | 11,472 | ||
Trade names | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | 8,007 | 8,007 | 0 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Indefinite-lived intangible assets | 8,007 | 8,007 | 0 | ||
Customer relationships and other | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross carrying amount | 45,053 | 45,053 | 6,205 | ||
Accumulated amortization | (5,067) | (5,067) | (2,226) | ||
Net carrying amount | 39,986 | 39,986 | 3,979 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Accumulated amortization | (5,067) | (5,067) | (2,226) | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Net carrying amount | 39,986 | 39,986 | 3,979 | ||
Developed technology | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross carrying amount | 8,648 | 8,648 | 8,200 | ||
Accumulated amortization | (1,458) | (1,458) | (819) | ||
Net carrying amount | 7,190 | 7,190 | 7,381 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Accumulated amortization | (1,458) | (1,458) | (819) | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Net carrying amount | 7,190 | 7,190 | 7,381 | ||
Trade names | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross carrying amount | 188 | 188 | 112 | ||
Accumulated amortization | (76) | (76) | 0 | ||
Net carrying amount | 112 | 112 | 112 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Accumulated amortization | (76) | (76) | 0 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Net carrying amount | $ 112 | $ 112 | $ 112 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 70,896 | $ 70,896 | $ 49,298 | ||
Less accumulated depreciation | (35,899) | (35,899) | (33,829) | ||
Total property and equipment, net | 34,997 | 34,997 | 15,469 | ||
Depreciation and amortization | 1,700 | $ 900 | 4,300 | $ 2,800 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 2,460 | 2,460 | 694 | ||
Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 12,254 | 12,254 | 3,845 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 38,811 | 38,811 | 28,777 | ||
Office furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 2,004 | 2,004 | 1,345 | ||
Computer hardware and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 4,631 | 4,631 | 3,408 | ||
Leasehold and building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 10,696 | 10,696 | 10,558 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 40 | $ 40 | 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 | 8,500 | $ 8,500 | 8,100 | ||
Less accumulated depreciation | $ (4,000) | $ (4,000) | $ (4,600) |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 12,201 | $ 14,597 |
Work in process | 4,653 | 2,730 |
Finished goods | 22,494 | 9,274 |
Total inventory, net | $ 39,348 | $ 26,601 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 5,792 | $ 1,175 |
Accrued property taxes | 500 | 681 |
Accrued purchase orders | 1,965 | 739 |
Accrued taxes | 2,046 | 586 |
Other | 2,987 | 3,164 |
Total accrued liabilities | $ 13,290 | $ 6,345 |
Percentage of total current liabilities | 5.00% |
CAPITAL STOCK - STOCK OPTIONS A
CAPITAL STOCK - STOCK OPTIONS AND RESTRICTED STOCK (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Options/Awards Granted | |
Stock options (in shares) | shares | 323,250 |
Restricted stock awards (in shares) | shares | 65,284,000 |
Weighted-Average Grant Date Fair Value (per option/award) | |
Stock options (in dollars per share) | $ / shares | $ 25.97 |
Restricted stock awards (in dollars per share) | $ / shares | $ 83.35 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | $ 154,364 |
Ending balance | 274,882 |
Total Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | 513 |
Current period other comprehensive income | 7,286 |
Ending balance | 7,799 |
Minimum Pension Liability | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | (346) |
Current period other comprehensive income | 0 |
Ending balance | (346) |
Foreign Currency Translation | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | 859 |
Current period other comprehensive income | 1,798 |
Ending balance | 2,657 |
Foreign Currency Gain on Intra-Entity Transactions | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | 0 |
Current period other comprehensive income | 5,488 |
Ending balance | $ 5,488 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Feb. 28, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||
Warranty reserve | $ 0.6 | $ 0.3 | |
Litigation settlement, amount | $ 6.8 | ||
Unconditional annual minimum inventory purchases | $ 27.8 |
INTEREST AND OTHER EXPENSE, N_3
INTEREST AND OTHER EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ (123) | $ (141) | $ (476) | $ (365) |
Interest expense | 2,339 | 494 | 7,018 | 718 |
Other, net | (205) | 574 | (189) | 579 |
Total interest and other expense, net | 2,011 | 927 | 6,353 | 932 |
Cash paid for interest | $ 1,600 | $ 224 | $ 3,200 | $ 351 |
CONVERTIBLE NOTES AND CREDIT _3
CONVERTIBLE NOTES AND CREDIT FACILITY - Convertible Notes Narrative (Details) | Sep. 17, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Proceeds from convertible debt | $ 0 | $ 86,250,000 | ||||
Interest expense, debt | $ 2,300,000 | $ 7,000,000 | ||||
Debt instrument, convertible, remaining discount amortization period | 71 months 15 days | |||||
Share price | $ / shares | $ 98.79 | $ 98.79 | ||||
Senior Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from convertible debt | $ 83,700,000 | |||||
Debt instrument, convertible, conversion ratio | 0.0115434 | |||||
Debt instrument, convertible, if-converted value in excess of principal | $ 12,100,000 | |||||
Convertible Debt | Senior Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 86,250,000 | $ 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 | |||||
Interest expense, debt | 2,333,000 | $ 337,000 | 6,999,000 | $ 337,000 | ||
Carrying amount of equity component | 39,508,000 | 39,508,000 | 39,508,000 | |||
Fair Value, Inputs, Level 2 | Senior Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt, fair value | $ 117,700,000 | $ 117,700,000 | $ 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 ($) | Sep. 30, 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 | (36,329,000) | (40,902,000) | |
Net carrying amount | $ 49,921,000 | $ 45,348,000 |
CONVERTIBLE NOTES AND CREDIT _5
CONVERTIBLE NOTES AND CREDIT FACILITY - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Interest expense, debt | $ 2,300 | $ 7,000 | ||
Convertible Debt | Senior Convertible Note | ||||
Debt Instrument [Line Items] | ||||
Interest expense related to contractual coupon interest | 809 | $ 117 | 2,426 | $ 117 |
Interest expense related to amortization of the debt discount | 1,524 | 220 | 4,573 | 220 |
Interest expense, debt | $ 2,333 | $ 337 | $ 6,999 | $ 337 |
CONVERTIBLE NOTES AND CREDIT _6
CONVERTIBLE NOTES AND CREDIT FACILITY - Credit Facility Narrative (Details) - Line of Credit $ in Millions | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total revenue | $ 56,636 | $ 31,237 | $ 133,001 | $ 88,894 | |
Cost of revenue | 33,232 | 17,573 | 78,285 | 50,275 | |
Gross profit | $ 23,404 | $ 13,664 | $ 54,716 | $ 38,619 | |
Gross margin | 41.00% | 44.00% | 41.00% | 43.00% | |
Operating income (loss) | $ 203 | $ 193 | $ (8,871) | $ (448) | |
Total assets | 383,875 | 383,875 | $ 244,424 | ||
North America | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total revenue | 34,450 | 29,605 | 91,081 | 84,492 | |
Cost of revenue | 17,820 | 16,590 | 49,187 | 47,224 | |
Gross profit | $ 16,630 | $ 13,015 | $ 41,894 | $ 37,268 | |
Gross margin | 48.00% | 44.00% | 46.00% | 44.00% | |
Operating income (loss) | $ (10) | $ 362 | $ (7,172) | $ 203 | |
Total assets | 228,466 | 228,466 | 219,402 | ||
International | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total revenue | 22,186 | 1,632 | 41,920 | 4,402 | |
Cost of revenue | 15,412 | 983 | 29,098 | 3,051 | |
Gross profit | $ 6,774 | $ 649 | $ 12,822 | $ 1,351 | |
Gross margin | 31.00% | 40.00% | 31.00% | 31.00% | |
Operating income (loss) | $ 213 | $ (169) | $ (1,699) | $ (651) | |
Total assets | $ 155,409 | $ 155,409 | $ 25,022 |
Subsequent Events (Details)
Subsequent Events (Details) - Optomed - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2020 | Oct. 20, 2020 | Feb. 28, 2019 | |
Subsequent Event [Line Items] | |||
Percentage of voting interest acquired | 30.00% | 70.00% | |
Total fair value of consideration transferred | $ 450 |