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ACQUISITION AND RELATED PARTY ITEMS
 6 Months Ended
Jun. 30, 2021
Business Combinations and Related Party Disclosure [Abstract]  
ACQUISITION AND RELATED PARTY ITEMS ACQUISITIONS AND RELATED PARTY ITEMS
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 June 30, 2021, $0.4 million of the indemnification holdback remains outstanding. As additional consideration for the shares, the Company agreed to a contingent earn-out of an additional $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.
The total purchase consideration exceeded the fair value of the identifiable net assets acquired, resulting in $3.9 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. 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 information below represents the preliminary purchase price allocation as of the acquisition date (in thousands):
February 1, 2021
Purchase price$4,255 
Fair value of contingent consideration1,700 
Total purchase consideration$5,955 
Cash and cash equivalents$3 
Accounts receivable170 
Property and equipment, net530 
Other intangible assets, net1,185 
Deferred tax asset167 
Total assets acquired2,055 
Goodwill3,900 
Total fair value of consideration transferred$5,955 

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.
Intangible assets acquired, amortization method and estimated useful life as of February 1, 2021, was as follows (dollars in thousands):
Useful LifeAmortization
Method		Fair Value
Developed technology3 yearsStraight-line$1,000 
Customer relationships6 monthsStraight-line150 
Trade name11 monthsStraight-line35 
Total intangible assets acquired$1,185 
Pro forma financial information related to the acquisition of Lacuna has not been provided as it is not material to our consolidated results of operations.
scil Acquisition
On April 1, 2020, the Company completed the acquisition of scil animal care company GmbH (“scil”) from Covetrus, Inc. The Company purchased 100% of the capital stock of scil for an aggregate price of $110.3 million in cash. The acquisition represents a key milestone in the Company's long-term strategic plan, creating a global veterinary diagnostics company with leadership positions in key geographic markets. The purchase price exceeded the identifiable net assets, resulting in goodwill of $46.0 million, primarily attributable to the synergies expected from the expanded market opportunities with our offerings and the experienced workforce acquired. Of the goodwill acquired, $37.3 million is allocated to our International segment and $8.7 million is allocated to our North America segment. 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 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 their fair values as of April 1, 2020. The Company finalized the accounting for the acquisition as of March 31, 2021.
The information below represents the final purchase price allocation of scil (in thousands):
April 1, 2020
Total purchase consideration$110,290 
Cash and cash equivalents$5,889 
Accounts receivable10,707 
Inventories11,278 
Net investment in lease, current311 
Prepaid expenses1,692 
Other current assets1,338 
Property and equipment, net19,320 
Operating lease right-of-use assets877 
Other intangible assets, net44,517 
Net investment in leases, non-current1,027 
Investments in unconsolidated affiliates55 
Other non-current assets291 
    Total assets acquired97,302 
Accounts payable8,221 
Accrued liabilities7,067 
Operating lease liabilities, current356 
Deferred revenue, current, and other3,220 
Deferred revenue, non-current94 
Operating lease liabilities, non-current529 
Deferred tax liability13,249 
Other liabilities276 
    Net assets acquired64,290 
Goodwill46,000 
Total fair value of consideration transferred$110,290 

Per the tax indemnification included in the purchase agreement of scil, the seller has indemnified the Company for $1.1 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 2027. As of June 30, 2021, approximately $0.4 million of the indemnification agreement remains outstanding.
Intangible assets acquired, amortization method and estimated useful life as of April 1, 2020, was as follows (dollars in thousands):
Useful LifeAmortization
Method		Fair Value
Customer relationships10 yearsStraight-line$36,272 
Internally developed software7 yearsStraight-line353 
Backlog0.2 yearsStraight-line210 
Non-compete agreements2 yearsStraight-line60 
Trade name subject to amortization0.8 yearsStraight-line66 
Trademarks and trade names not subject to amortizationn/aIndefinite7,556 
Total intangible assets acquired$44,517 

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):
Six Months Ended June 30, 2020
Revenue, net$94,917 
Net (loss) income before equity in losses of unconsolidated affiliates$(12,512)
Net (loss) income attributable to Heska Corporation$(12,461)
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.
Other Related Party Activities
CVM Diagnostico Veternario S.L. and CVM Ecografia S.L. (“CVM”, collectively) conducted related party activities with Practice Clinicas Veterinarias Moviles, S.L. ("CVM Practice"), the owner of which was part of CVM management through June 1, 2021. CVM leases two warehouses from CVM Practice. CVM Practice charged CVM $16 thousand and $15 thousand during the six months ended June 30, 2021 and 2020, 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 $0.2 million as of both June 30, 2021 and December 31, 2020. CVM continues to lease the warehouses from CVM Practice, however the related party relationship was terminated as of June 1, 2021.