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. |