ACQUISITION AND RELATED PARTY ITEMS | ACQUISITIONS AND RELATED PARTY ITEMS LightDeck Acquisition On January 3, 2023, the Company acquired 100% of the shares of MBio Diagnostics, Inc., d/b/a LightDeck Diagnostics ("LightDeck") for approximately $39.8 million, of which $13.7 million was the reacquisition of the Company's previously held promissory notes discussed further in Note 17. The purchase price was decreased for the settlement of preexisting relationships, including $2.5 million of payables due to LightDeck and a $0.2 million discount on the promissory notes, offset by a $0.8 million license fee further discussed in Note 4. The agreement also included a general indemnity holdback of approximately $2.6 million. The preliminary cash purchase price is subject to potential purchase price adjustments, and the holdback must be released within 18 months of the closing date. As further discussed in Note 4, prior to the acquisition the Company owned preferred stock of LightDeck, which was accounted for as a non-marketable equity security. In accordance with ASC 805, Business Combinations , the acquisition was accounted for as a business combination achieved in stages. Accordingly, the original $3.0 million investment was remeasured to fair value as of the acquisition date and included as part of the purchase consideration. The fair value was determined based on the liquidation preference of the preferred stock, and it was determined that the $3.0 million investment balance approximated the fair value as of the closing date. As such, no gain or loss was recognized in the Condensed Consolidated Statements of Loss. The total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of January 3, 2023. The total purchase consideration exceeded the fair value of the identifiable net assets acquired, resulting in $8.4 million of goodwill, which primarily relates to the increase in our intellectual property portfolio as well as our manufacturing and research and development capabilities. All of the goodwill is allocated to the North America segment and is not tax deductible for income tax purposes. The information below represents the preliminary purchase price allocation as of the acquisition date (in thousands): January 3, 2023 Purchase price in cash $ 25,000 Settlement of promissory notes 13,700 Settlement of preexisting relationships (1,900) Fair value of previously held equity interest 3,018 Total purchase consideration $ 39,818 Cash and cash equivalents $ 1,777 Accounts receivable 560 Inventory 2,691 Prepaid expenses 650 Other current assets 313 Property and equipment 21,041 Operating lease right-of-use assets 6,237 Intangible assets 5,000 Deferred tax asset 6,787 Other non-current assets 75 Total assets acquired 45,131 Accounts payable 5,422 Accrued liabilities 2,014 Operating lease liabilities, current 1,038 Operating lease liabilities, non-current 5,198 Net assets acquired 31,459 Goodwill 8,359 Total fair value of consideration transferred $ 39,818 The Company's preliminary estimates of fair values of the net assets acquired 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. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the acquisition from those valuations would result in a corresponding increase in the amount of goodwill from the acquisition. Intangible assets acquired, amortization method and estimated useful life as of January 3, 2023, were as follows (dollars in thousands): Useful Life Amortization Fair Value Developed technology 10 years Straight-line $ 5,000 Total intangible assets acquired $ 5,000 LightDeck generated net revenue of $33 thousand and a net loss of $3.4 million for the period from January 3, 2023 to March 31, 2023. The Company incurred acquisition related costs of approximately $0.5 million for the three months ended March 31, 2023, which are included within General and administrative expenses on our Condensed Consolidated Statements of Loss. Unaudited Pro Forma Financial Information The following table presents unaudited supplemental pro forma financial information as if the acquisition had occurred on January 1, 2022 (in thousands): Three Months Ended Revenue, net $ 64,821 Net loss before equity in losses of unconsolidated affiliates $ (14,371) Net loss attributable to Heska Corporation $ (14,752) VetZ Acquisition On January 3, 2022, the Company acquired 100% of the equity of VetZ GmbH (“VetZ”), a European leader in PIMS, for an aggregate purchase price of approximately $35.5 million. The purchase price consisted of approximately $31.6 million in cash as well as contingent consideration as described below. The cash purchase price includes a general indemnity holdback of approximately $1.4 million to be released within 18 months of closing. The cash purchase price was also reduced by a negative net working capital adjustment of approximately $0.6 million. As additional consideration for the acquisition, the Company agreed to a contingent earn-out of 91,039 shares of Heska stock, with a total value of $15.5 million, which will be issued in tranches based on future financial and non-financial milestones. The fair value of the contingent consideration as of the acquisition date was approximately $3.9 million, determined using a Monte-Carlo simulation model. The Company evaluated whether the contingent earn-out should be treated as a liability or equity in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The contingent earn-out did not meet the ASC 480 definition of a liability as it is not mandatorily redeemable, is not an obligation to repurchase the Company’s shares, and it can only be settled with a fixed number of shares. Additionally, the Company noted the contingent earn-out met the scope exception in ASC 815-10 as the earn-out is indexed to the Company’s own shares, and also met the criteria in ASC 815-40 to be classified in equity as the Company has sufficient authorized and unissued shares, the earn-out has an explicit share limit, there are no required cash payments. As such the contingent earn-out is classified in equity, and is not subsequently remeasured each reporting period. On March 31, 2023, in connection with the execution of the Merger Agreement, the Company entered into an amendment, pursuant to which the earnout payment will be settled in cash instead of shares and a portion of the earnout payment will be accelerated and become payable within 20 days upon closing of the Merger, with the remainder to be paid out upon the achievement of one or more earnout milestones. The amendment will be automatically terminated if the Merger fails to occur for any reason, including if the Merger Agreement is terminated by either party thereto according to the terms thereof. The purchase price exceeded the fair value of the identifiable net assets, resulting in goodwill of $22.0 million, all of which is attributable to our International segment. The goodwill resulting from this acquisition consists of new product offerings from entering the PIMS market. All of the goodwill is tax deductible for purposes of calculating Controlled Foreign Corporation tested income, which may result in a decrease to the Company's future U.S. federal tax liability. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations . As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of January 3, 2022. The total purchase consideration is subject to customary working capital adjustments, which were finalized as of December 31, 2022. The information below represents the purchase price allocation as of the acquisition date (in thousands): January 3, 2022 Purchase price in cash $ 31,627 Fair value of equity contingent consideration 3,860 Total purchase consideration $ 35,487 Cash and cash equivalents $ 1,251 Inventory 359 Accounts receivable 824 Prepaid expenses and other assets 318 Property and equipment, net 602 Operating lease right-of-use assets 2,962 Intangible assets 18,504 Total assets acquired 24,820 Accounts payable 520 Accrued liabilities 1,260 Operating lease liabilities, current 247 Deferred revenue, current, and other 1,014 Operating lease liabilities, non-current 2,714 Deferred tax liabilities 5,246 Other liabilities 318 Net assets acquired 13,501 Goodwill 21,986 Total fair value of consideration transferred $ 35,487 Intangible assets acquired, amortization method and estimated useful life as of January 3, 2022, were as follows (dollars in thousands): Weighted- Average Useful Life Amortization Fair Value Customer relationships 12 years Straight-line $ 12,941 Trade name 8 years Straight-line 1,816 Developed technology 4.3 years Straight-line 3,747 Total intangible assets acquired $ 18,504 Biotech Acquisition On September 1, 2021, Heska acquired 65% of the equity of Biotech Laboratories U.S.A. LLC ("Biotech"), a developer of rapid assay diagnostic testing, in exchange for approximately $16.3 million in cash. As part of the purchase, Heska entered into put and call options in order to purchase the remaining 35% ownership in future years. The counterparty, Chinta Lamichhane, DVM, Ph.D., maintains an interest in Biotech and is an employee of the Company, thus commencing a related party relationship. Aside from the acquisition described herein, there were no financial or non-financial transactions between the Company and the counterparty. In conjunction with the acquisition, the Company entered into various put and call options, which are classified on the Condensed Consolidated Balance Sheets as Notes Payable. The Company is obligated to pay contingent notes of up to $17.5 million based on the achievement of certain product development milestones or at a predetermined date in the future. The written put options can be exercised after June 30, 2024, at a valuation identical to the initial purchase price. The written call options can be exercised at any time prior to June 30, 2026, at an amount equal to two times the initial valuation or after June 30, 2026, at a valuation identical to the initial purchase price. Additionally, if certain product development milestones are met, the shares may be bought in various tranches at two times the initial valuation. The Company evaluated the put and call options embedded in the shares representing the non-controlling interest under the guidance in ASC 480, Distinguishing Liabilities from Equity, and determined the instrument met the criteria to be recorded as a liability because the fixed price of the put and call options are identical starting after June 30, 2026. As a result, the Company recorded the transaction as a financing arrangement of the purchase of the non-controlling interest, and will record 100% of the income and loss of Biotech in our Condensed Consolidated Statements of Loss. The options were not redeemable as of the acquisition date. As of the period ending March 31, 2023, two of the product development milestones were achieved. During the year ended December 31, 2022, the Company made payments of $5.3 million. $4.8 million was a reduction to Notes payable and $0.5 million was recorded to interest expense. The Company acquired an additional 10.50% interest for a majority interest ownership of 75.50%. No additional payments have been made through March 31, 2023. The counterparty owns the remaining minority interest of 24.50%. The estimated fair value of the Notes Payable at the acquisition date of $15.9 million is inclusive of the probability weighted outcomes of the options described herein and was determined using Level 3 inputs. As of the period ending March 31, 2023, the remaining value of the Notes Payable is $11.1 million. The total purchase consideration exceeded the fair value of the identifiable net assets acquired, resulting in goodwill of $25.8 million, all of which is attributable to our North America segment and primarily consists of opportunities to expand product offerings and the experienced workforce acquired. In connection with the acquisition and pursuant to the elections under Section 754 of the Internal Revenue Code, the Company expects to obtain an increase with respect to the tax basis in the assets of Biotech. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations . As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of September 1, 2021. The total purchase consideration is subject to customary working capital adjustments, which were finalized as of September 1, 2022. The information below represents the purchase price allocation as of the acquisition date (in thousands): September 1, 2021 Purchase price in cash $ 16,250 Notes payable 15,900 Total purchase consideration $ 32,150 Accounts receivables $ 18 Other current assets 1 Inventories 190 Property and equipment, net 148 Operating lease right-of-use assets 1,033 Other intangible assets, net 6,000 Other non-current assets 15 Total assets acquired 7,405 Accounts payable 11 Accrued liabilities 33 Operating lease liabilities, current 188 Operating lease liabilities, non-current 845 Net assets acquired 6,328 Goodwill 25,822 Total fair value of consideration transferred $ 32,150 Intangible assets acquired, amortization method and estimated useful life as of September 1, 2021, were as follows (dollars in thousands): Useful Life Amortization Fair Value Development technology 6 years Straight-line $ 6,000 Total intangible assets acquired $ 6,000 BiEsseA Acquisition On July 1, 2021, the Company completed the acquisition of BiEsse A-Laboratorio die Analisi Veterinarie S.r.l. (“BSA”). The Company acquired 100% of the issued and outstanding shares of BSA for an aggregate purchase price of $7.2 million, consisting of $4.8 million in cash and contingent consideration described below. On January 1, 2022, BSA was merged into scil animal care company Srl, a wholly owned subsidiary of scil animal care company GmbH ("scil"). As additional consideration for the shares, the Company agreed to a contingent earn-out of $2.7 million based on the achievement of certain performance metrics within three annual periods after 2021, each of which can pay up to one third of the total earn-out. The fair value of the contingent consideration was $2.3 million as of the acquisition date, and subsequently decreased to $0.5 million as of March 31, 2023. The total purchase consideration exceeded the fair value of the identifiable net assets acquired, resulting in $4.6 million of goodwill, all of which is attributable to our International segment. The goodwill resulting from this acquisition consists largely of the Company's expected future product sales and synergies from combining operations. All of the goodwill is tax deductible for purposes of calculating Controlled Foreign Corporation tested income, which may result in a decrease to the Company's future U.S. federal income tax liability. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations . As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of July 1, 2021. The total purchase consideration is subject to customary working capital adjustments, which were finalized as of December 31, 2021. Per the tax indemnification included in the purchase agreement of BSA, the seller has indemnified the Company for $0.5 million related to uncertain tax positions taken in prior years. The outcome of this arrangement will either be settled or expire due to lapse of statute of limitations by 2025. As of March 31, 2023, approximately $0.4 million of the indemnification agreement remains outstanding. The information below represents the purchase price allocation as of the acquisition date (in thousands): July 1, 2021 Purchase price in cash $ 4,835 Fair value of contingent consideration 2,334 Total purchase consideration $ 7,169 Cash and cash equivalents $ 322 Accounts receivables 152 Other receivables 497 Prepaid expenses 8 Other current assets 275 Property and equipment, net 89 Operating lease right-of-use assets 44 Other intangible assets, net 3,329 Total assets acquired 4,716 Accounts payable 208 Accrued liabilities 334 Operating lease liabilities, current 37 Deferred revenue, current, and other 85 Operating lease liabilities, non-current 20 Deferred tax liability 925 Other liabilities 500 Net assets acquired 2,607 Goodwill 4,562 Total fair value of consideration transferred $ 7,169 Intangible assets acquired, amortization method and estimated useful life as of July 1, 2021, were as follows (dollars in thousands): Useful Life Amortization Method Fair Value Customer relationships 14 years Straight-line $ 3,329 Total intangible assets acquired $ 3,329 Lacuna Acquisition On February 1, 2021, the Company completed the acquisition of Lacuna Diagnostics, Inc. ("Lacuna"), a veterinary digital cytology company, to broaden the Company's point of care diagnostic offerings. The Company acquired 100% of the issued and outstanding shares of Lacuna for a purchase price of $4.3 million. The Company then dissolved Lacuna on February 1, 2021. In accordance with the purchase agreement, the Company is required to hold a $0.4 million general indemnity holdback that is intended to provide a non-exclusive source of funds for the payment of any losses identified and shall be released within 18 months of closing. As of December 31, 2022, the full $0.4 million indemnification holdback was released and none remains outstanding. As additional consideration for the shares, the Company agreed to a contingent earn-out of $2.0 million based on the achievement of certain performance metrics within a twelve month period ("Initial Earn Out Period"), reducing to $1.0 million if such metrics were met in a twelve month period subsequent to the Initial Earn Out Period. The fair value of the contingent consideration as of the acquisition date was $1.7 million, and subsequently decreased to $0 as of March 31, 2023. The twelve month period subsequent to the Initial Earn Out Period ended on March 31, 2023. The required performance metrics were not achieved, and no contingent consideration was paid. The total purchase consideration exceeded the fair value of the identifiable net assets acquired, resulting in $4.2 million of goodwill, primarily related to expanded opportunities with our offerings. All of the goodwill is allocated to the North America segment and is not tax deductible for income tax purposes. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations . As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of February 1, 2021. The total purchase consideration is subject to customary working capital adjustments, which were finalized as of February 1, 2022. The information below represents the purchase price allocation as of the acquisition date (in thousands): February 1, 2021 Purchase price in cash $ 4,255 Fair value of contingent consideration 1,700 Total purchase consideration $ 5,955 Cash and cash equivalents $ 3 Accounts receivable 170 Property and equipment, net 530 Other intangible assets, net 1,185 Total assets acquired 1,888 Deferred tax liability 133 Net assets acquired 1,755 Goodwill 4,200 Total fair value of consideration transferred $ 5,955 Intangible assets acquired, amortization method and estimated useful life as of February 1, 2021, were as follows (dollars in thousands): Useful Life Amortization Fair Value Developed technology 3 years Straight-line $ 1,000 Customer relationships 6 months Straight-line 150 Trade name 11 months Straight-line 35 Total intangible assets acquired $ 1,185 Other Related Party Activities In connection with the VetZ acquisition, the Company entered into a related party building lease agreement with the former owners, who are now employees of the Company. The Company recorded operating lease expense of $72 thousand and $75 thousand related to this lease for the three months ended March 31, 2023 and 2022, respectively. The right-of-use asset and lease liability related to the building lease were approximately $2.6 million and $2.3 million as of March 31, 2023 and December 31, 2022, respectively. Prior to the closing of the VetZ acquisition, the former owners who are now employees of the Company purchased vehicles and bicycles from VetZ. As of January 3, 2022, a receivable of approximately $165 thousand was included in the preliminary purchase price allocation related to these transactions. These receivables were settled in full on January 7, 2022. |