UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0192527
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
3760 Rocky Mountain Avenue
Loveland, Colorado |
80538
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(970) 493-7272
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
¨
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Emerging growth company
o
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Page
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PART I - FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II - OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 6.
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March 31,
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December 31,
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2018
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2017
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||||
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(unaudited)
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ASSETS
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||||||||
Current assets:
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Cash and cash equivalents
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$
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12,126
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$
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9,659
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Accounts receivable, net of allowance for doubtful accounts of
$249 and $215, respectively |
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14,293
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15,710
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Due from – related parties
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—
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1
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Inventories, net
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30,301
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32,596
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Lease receivable, current, net of allowance for doubtful accounts of
$42 and $0, respectively |
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2,302
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2,069
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Contract acquisition costs, current
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874
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30
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Other current assets
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2,992
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3,066
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Total current assets
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62,888
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63,131
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Property and equipment, net
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16,858
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17,331
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Goodwill
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26,710
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26,687
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Other intangible assets, net
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1,861
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1,958
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Deferred tax asset, net
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12,173
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11,877
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Lease receivable, non-current
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10,369
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9,615
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Contract acquisition costs, non-current
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1,526
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3
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Other non-current assets
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5,335
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5,185
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Total assets
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$
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137,720
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$
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135,787
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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$
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6,226
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$
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9,489
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Due to – related parties
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677
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1,828
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Accrued liabilities
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7,441
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4,417
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Current portion of deferred revenue
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3,090
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3,992
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Line of credit
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6,000
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6,000
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Total current liabilities
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23,434
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25,726
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Deferred revenue, net of current portion, and other
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9,196
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9,621
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Total liabilities
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32,630
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35,347
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Commitments and contingencies (Note 12)
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Stockholders' equity:
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Preferred stock, $.01 par value, 2,500,000 shares authorized,
none issued or outstanding |
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—
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—
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Common stock, $.01 par value, 10,000,000 shares authorized,
none issued or outstanding |
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—
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—
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Public common stock, $.01 par value, 10,000,000 shares authorized,
7,419,186 and 7,302,954 shares issued and outstanding, respectively |
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74
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73
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Additional paid-in capital
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243,377
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243,598
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Accumulated other comprehensive income
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313
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232
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Accumulated deficit
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(138,674
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)
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(143,463
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)
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Total stockholders' equity
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105,090
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100,440
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Total liabilities and stockholders' equity
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$
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137,720
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$
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135,787
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Three Months Ended March 31,
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2018
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2017
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Revenue:
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Core companion animal health
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$
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26,819
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$
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23,784
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Other vaccines, pharmaceuticals and products
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5,946
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5,775
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Total revenue, net
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32,765
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29,559
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Cost of revenue
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19,458
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16,350
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Gross profit
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13,307
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13,209
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Operating expenses:
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Selling and marketing
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6,140
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6,100
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Research and development
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670
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530
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General and administrative
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4,626
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3,791
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Total operating expenses
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11,436
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10,421
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Operating income
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1,871
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2,788
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Interest and other income, net
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(4
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)
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(62
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)
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Income before income taxes
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1,875
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2,850
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Income tax expense (benefit):
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Current income tax expense
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17
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7
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Deferred income tax benefit
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(297
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)
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(1,460
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)
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Total income tax benefit
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(280
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)
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(1,453
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)
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Net income
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2,155
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4,303
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Net loss attributable to non-controlling interest
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—
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(304
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)
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Net income attributable to Heska Corporation
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$
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2,155
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$
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4,607
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Basic earnings per share attributable
to Heska Corporation
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$
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0.30
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$
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0.66
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Diluted earnings per share attributable
to Heska Corporation
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$
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0.28
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$
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0.61
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Weighted average outstanding shares used to compute basic earnings per share attributable to Heska Corporation
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7,102
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7,011
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Weighted average outstanding shares used to compute diluted earnings per share attributable to Heska Corporation
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7,711
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7,594
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Three Months Ended March 31,
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2018
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2017
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Net income
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$
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2,155
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|
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$
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4,303
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Other comprehensive income:
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Foreign currency translation
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81
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56
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Comprehensive income
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2,236
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4,359
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Comprehensive loss attributable to non-controlling interest
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—
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(304
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)
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Comprehensive income attributable to Heska Corporation
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$
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2,236
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$
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4,663
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Common Stock |
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Additional Paid-in Capital |
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Accumulated
Other Comprehensive Income |
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Accumulated Deficit |
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Total Stockholders' Equity |
|||||||||||||
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Shares
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Amount
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||||||||||||||||||
Balances, December 31, 2016
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7,026
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$
|
70
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$
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238,635
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$
|
97
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|
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$
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(151,827
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)
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$
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86,975
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Net income
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—
|
|
|
—
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—
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—
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4,303
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4,303
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Issuance of common stock, net of shares withheld for employee taxes
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68
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|
1
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(148
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)
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—
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—
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|
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(147
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)
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Stock-based compensation
|
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—
|
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|
—
|
|
|
691
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|
|
—
|
|
|
—
|
|
|
691
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|||||
Accretion of non-controlling interest
|
|
—
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—
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|
845
|
|
|
—
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—
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|
|
845
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Distribution for Heska Imaging minority interest
|
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—
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|
|
—
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|
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(25
|
)
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—
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|
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—
|
|
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(25
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)
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|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
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|
|||||
Balances, March 31, 2017
|
|
7,094
|
|
|
$
|
71
|
|
|
$
|
239,998
|
|
|
$
|
153
|
|
|
$
|
(147,524
|
)
|
|
$
|
92,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balances, December 31, 2017
|
|
7,303
|
|
|
$
|
73
|
|
|
$
|
243,598
|
|
|
$
|
232
|
|
|
$
|
(143,463
|
)
|
|
$
|
100,440
|
|
Adoption of accounting standards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,634
|
|
|
2,634
|
|
|||||
Balances, January 1, 2018, as adjusted
|
|
7,303
|
|
|
73
|
|
|
243,598
|
|
|
232
|
|
|
(140,829
|
)
|
|
103,074
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,155
|
|
|
2,155
|
|
|||||
Issuance of common stock, net of shares withheld for employee taxes
|
|
116
|
|
|
1
|
|
|
(1,285
|
)
|
|
—
|
|
|
—
|
|
|
(1,284
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
|||||
Balances, March 31, 2018
|
|
7,419
|
|
|
$
|
74
|
|
|
$
|
243,377
|
|
|
$
|
313
|
|
|
$
|
(138,674
|
)
|
|
$
|
105,090
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
2,155
|
|
|
$
|
4,303
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
1,196
|
|
|
1,092
|
|
||
Deferred income tax benefit
|
|
(297
|
)
|
|
(1,460
|
)
|
||
Stock-based compensation
|
|
1,064
|
|
|
691
|
|
||
Other expense (income)
|
|
10
|
|
|
(1
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
1,425
|
|
|
6,937
|
|
||
Inventories
|
|
2,047
|
|
|
(4,824
|
)
|
||
Due from related parties
|
|
1
|
|
|
(16
|
)
|
||
Lease receivable, current
|
|
(233
|
)
|
|
(340
|
)
|
||
Other current assets
|
|
108
|
|
|
(20
|
)
|
||
Accounts payable
|
|
(3,265
|
)
|
|
(337
|
)
|
||
Due to related parties
|
|
(1,026
|
)
|
|
(1,389
|
)
|
||
Accrued liabilities and other
|
|
3,022
|
|
|
(247
|
)
|
||
Lease receivable, non-current
|
|
(754
|
)
|
|
(1,568
|
)
|
||
Other non-current assets
|
|
(138
|
)
|
|
(459
|
)
|
||
Deferred revenue and other
|
|
(1,108
|
)
|
|
(431
|
)
|
||
Net cash provided by operating activities
|
|
4,207
|
|
|
1,931
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(375
|
)
|
|
(480
|
)
|
||
Net cash used in investing activities
|
|
(375
|
)
|
|
(480
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Proceeds from issuance of common stock
|
|
288
|
|
|
713
|
|
||
Repurchase of common stock
|
|
(1,571
|
)
|
|
(860
|
)
|
||
Proceeds from line of credit borrowings
|
|
—
|
|
|
7,970
|
|
||
Repayments of line of credit borrowings
|
|
—
|
|
|
(7,862
|
)
|
||
Distributions to non-controlling interest members
|
|
(126
|
)
|
|
—
|
|
||
Repayments of other debt
|
|
—
|
|
|
(64
|
)
|
||
Net cash used in financing activities
|
|
(1,409
|
)
|
|
(103
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
44
|
|
|
41
|
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
2,467
|
|
|
1,389
|
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
9,659
|
|
|
10,794
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
12,126
|
|
|
$
|
12,183
|
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
||||
Non-cash transfers of equipment between inventory and property and equipment, net
|
|
$
|
251
|
|
|
$
|
402
|
|
•
|
Point of Care laboratory products including instruments, consumables, and other services;
|
•
|
Point of Care imaging products including instruments, software and services;
|
•
|
Single use pharmaceuticals, vaccines, and diagnostic tests primarily related to companion animals; and
|
•
|
Other vaccines and pharmaceuticals related to our OVP segment
|
Year Ending December 31,
|
Revenue
|
|
|
2018 (remaining)
|
$
|
15,987
|
|
2019
|
17,962
|
|
|
2020
|
14,459
|
|
|
2021
|
10,758
|
|
|
2022
|
7,609
|
|
|
Thereafter
|
5,813
|
|
|
|
$
|
72,588
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Income before income taxes
|
|
$
|
1,875
|
|
|
$
|
2,850
|
|
Total income tax benefit
|
|
(280
|
)
|
|
(1,453
|
)
|
||
Effective tax rate
|
|
14.9
|
%
|
|
51.0
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income attributable to Heska
|
$
|
2,155
|
|
|
$
|
4,607
|
|
|
|
|
|
||||
Basic weighted-average common shares outstanding
|
7,102
|
|
|
7,011
|
|
||
Assumed exercise of dilutive stock options and restricted shares
|
609
|
|
|
583
|
|
||
Diluted weighted-average common shares outstanding
|
7,711
|
|
|
7,594
|
|
||
|
|
|
|
||||
Basic earnings per share attributable to Heska
|
$
|
0.30
|
|
|
$
|
0.66
|
|
Diluted earnings per share attributable to Heska
|
$
|
0.28
|
|
|
$
|
0.61
|
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
Stock options
|
244
|
|
|
110
|
|
Carrying amount, December 31, 2017
|
$
|
26,687
|
|
Foreign currency adjustments
|
23
|
|
|
Carrying amount, March 31, 2018
|
$
|
26,710
|
|
|
March 31,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Gross carrying amount
|
$
|
3,309
|
|
|
$
|
3,309
|
|
Accumulated amortization
|
(1,448
|
)
|
|
(1,351
|
)
|
||
Net carrying amount
|
$
|
1,861
|
|
|
$
|
1,958
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Amortization expense
|
$
|
97
|
|
|
$
|
97
|
|
|
March 31,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Land
|
$
|
377
|
|
|
$
|
377
|
|
Building
|
3,076
|
|
|
2,868
|
|
||
Machinery and equipment
|
38,759
|
|
|
38,432
|
|
||
Leasehold and building improvements
|
8,662
|
|
|
8,156
|
|
||
Construction in progress
|
2,588
|
|
|
3,531
|
|
||
|
53,462
|
|
|
53,364
|
|
||
Less accumulated depreciation
|
(36,604
|
)
|
|
(36,033
|
)
|
||
Total property and equipment, net
|
$
|
16,858
|
|
|
$
|
17,331
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
17,752
|
|
|
$
|
18,465
|
|
Work in process
|
|
3,942
|
|
|
4,296
|
|
||
Finished goods
|
|
10,166
|
|
|
11,465
|
|
||
Allowance for excess or obsolete inventory
|
|
(1,559
|
)
|
|
(1,630
|
)
|
||
Total inventory, net
|
|
$
|
30,301
|
|
|
$
|
32,596
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Accrued payroll and employee benefits
|
$
|
2,747
|
|
|
$
|
1,209
|
|
Accrued purchases
|
2,809
|
|
|
695
|
|
||
Accrued property taxes
|
257
|
|
|
661
|
|
||
Other
|
1,628
|
|
|
1,852
|
|
||
Total accrued liabilities
|
$
|
7,441
|
|
|
$
|
4,417
|
|
|
Three Months Ended March 31,
|
||
|
2018
|
|
2017
|
Risk-free interest rate
|
2.64%
|
|
1.87%
|
Expected lives
|
4.9 years
|
|
4.9 years
|
Expected volatility
|
40%
|
|
40%
|
Expected dividend yield
|
0%
|
|
0%
|
|
Three Months Ended
March 31, |
|
Year Ended
December 31,
|
||||||||||
|
2018
|
|
2017
|
||||||||||
|
Options |
|
Weighted Average Exercise Price
|
|
Options |
|
Weighted Average Exercise Price
|
||||||
Outstanding at beginning of period
|
630,847
|
|
|
$
|
29.312
|
|
|
829,617
|
|
|
$
|
23.203
|
|
Granted at market
|
130,000
|
|
|
$
|
69.770
|
|
|
27,050
|
|
|
$
|
99.087
|
|
Canceled
|
(18,706
|
)
|
|
$
|
52.131
|
|
|
(18,331
|
)
|
|
$
|
57.197
|
|
Exercised
|
(6,683
|
)
|
|
$
|
18.089
|
|
|
(207,489
|
)
|
|
$
|
11.520
|
|
Outstanding at end of period
|
735,458
|
|
|
$
|
35.985
|
|
|
630,847
|
|
|
$
|
29.312
|
|
Exercisable at end of period
|
470,717
|
|
|
$
|
19.584
|
|
|
456,802
|
|
|
$
|
18.316
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Prices
|
|
Number of
Options Outstanding at March 31, 2018 |
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Options Exercisable at March 31, 2018 |
|
Weighted
Average
Exercise
Price
|
||||||
$ 4.40 - $ 6.90
|
|
94,451
|
|
|
2.40
|
|
$
|
5.382
|
|
|
94,451
|
|
|
$
|
5.382
|
|
$ 6.91 - $ 8.55
|
|
168,628
|
|
|
5.15
|
|
$
|
7.759
|
|
|
168,628
|
|
|
$
|
7.759
|
|
$ 8.56 - $39.56
|
|
143,957
|
|
|
6.57
|
|
$
|
22.445
|
|
|
125,721
|
|
|
$
|
22.747
|
|
$39.57 - $69.77
|
|
215,217
|
|
|
8.90
|
|
$
|
57.940
|
|
|
47,469
|
|
|
$
|
39.840
|
|
$69.78 - $108.25
|
|
113,205
|
|
|
8.57
|
|
$
|
79.042
|
|
|
34,448
|
|
|
$
|
76.947
|
|
$ 4.40 - $108.25
|
|
735,458
|
|
|
6.73
|
|
$
|
35.985
|
|
|
470,717
|
|
|
$
|
19.584
|
|
|
Three Months Ended
March 31, |
||
|
2018
|
|
2017
|
Risk-free interest rate
|
1.03%
|
|
0.64%
|
Expected lives
|
1.2 years
|
|
1.2 years
|
Expected volatility
|
44%
|
|
45%
|
Expected dividend yield
|
0%
|
|
0%
|
|
Minimum Pension Liability
|
|
Foreign Currency Translation
|
|
Total Accumulated Other Comprehensive Income
|
||||||
Balances at December 31, 2017
|
$
|
(489
|
)
|
|
$
|
721
|
|
|
$
|
232
|
|
Current period other comprehensive income
|
—
|
|
|
81
|
|
|
81
|
|
|||
Balances at March 31, 2018
|
$
|
(489
|
)
|
|
$
|
802
|
|
|
$
|
313
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Interest income
|
$
|
(56
|
)
|
|
$
|
(38
|
)
|
Interest expense
|
65
|
|
|
24
|
|
||
Other income, net
|
(13
|
)
|
|
(48
|
)
|
||
Total interest and other expense (income), net
|
$
|
(4
|
)
|
|
$
|
(62
|
)
|
Three Months Ended March 31, 2018
|
|
Core
Companion Animal Health |
|
Other Vaccines, Pharmaceuticals and Products
|
|
Total |
||||||
Total revenue
|
|
$
|
26,819
|
|
|
$
|
5,946
|
|
|
$
|
32,765
|
|
Operating income (loss)
|
|
1,923
|
|
|
(52
|
)
|
|
1,871
|
|
|||
Income (loss) before income taxes
|
|
1,927
|
|
|
(52
|
)
|
|
1,875
|
|
|||
Capital purchases
|
|
57
|
|
|
318
|
|
|
375
|
|
|||
Depreciation and amortization
|
|
908
|
|
|
288
|
|
|
1,196
|
|
Three Months Ended March 31, 2017
|
|
Core
Companion Animal Health |
|
Other Vaccines, Pharmaceuticals and Products
|
|
Total |
||||||
Total revenue
|
|
$
|
23,784
|
|
|
$
|
5,775
|
|
|
$
|
29,559
|
|
Operating income
|
|
1,146
|
|
|
1,642
|
|
|
2,788
|
|
|||
Income before income taxes
|
|
1,214
|
|
|
1,636
|
|
|
2,850
|
|
|||
Capital purchases
|
|
49
|
|
|
431
|
|
|
480
|
|
|||
Depreciation and amortization
|
|
845
|
|
|
247
|
|
|
1,092
|
|
|
|
Core
Companion
Animal Health
|
|
Other Vaccines, Pharmaceuticals and Products
|
|
Total
|
||||||
Total assets
|
|
$
|
117,418
|
|
|
$
|
20,302
|
|
|
$
|
137,720
|
|
Net assets
|
|
80,686
|
|
|
24,404
|
|
|
105,090
|
|
|
|
Core
Companion
Animal Health
|
|
Other Vaccines, Pharmaceuticals and Products
|
|
Total
|
||||||
Total assets
|
|
$
|
111,968
|
|
|
$
|
23,819
|
|
|
$
|
135,787
|
|
Net assets
|
|
75,984
|
|
|
24,456
|
|
|
100,440
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenue
|
$
|
32,765
|
|
|
$
|
29,559
|
|
Gross profit
|
13,307
|
|
|
13,209
|
|
||
Operating expenses
|
11,436
|
|
|
10,421
|
|
||
Operating income
|
1,871
|
|
|
2,788
|
|
||
Interest and other expense (income), net
|
(4
|
)
|
|
(62
|
)
|
||
Income before income taxes
|
1,875
|
|
|
2,850
|
|
||
Income tax benefit
|
(280
|
)
|
|
(1,453
|
)
|
||
Net income
|
2,155
|
|
|
4,303
|
|
||
Net loss attributable to non-controlling interest
|
—
|
|
|
(304
|
)
|
||
Net income attributable to Heska
|
$
|
2,155
|
|
|
$
|
4,607
|
|
|
Three Months Ended March 31,
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Dollar Change
|
% Change
|
|||||||
Revenue
|
$
|
26,819
|
|
|
$
|
23,784
|
|
|
$
|
3,035
|
|
13
|
%
|
Percent of total revenue
|
81.9
|
%
|
|
80.5
|
%
|
|
|
|
|||||
Cost of revenue
|
14,069
|
|
|
12,736
|
|
|
1,333
|
|
10
|
%
|
|||
Gross profit
|
12,750
|
|
|
11,048
|
|
|
1,702
|
|
15
|
%
|
|||
Operating income
|
$
|
1,923
|
|
|
$
|
1,146
|
|
|
$
|
777
|
|
68
|
%
|
|
Three Months Ended March 31,
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Dollar Change
|
% Change
|
|||||||
Revenue
|
$
|
5,946
|
|
|
$
|
5,775
|
|
|
$
|
171
|
|
3
|
%
|
Percent of total revenue
|
18.1
|
%
|
|
19.5
|
%
|
|
|
|
|||||
Cost of revenue
|
5,389
|
|
|
3,614
|
|
|
1,775
|
|
49
|
%
|
|||
Gross profit
|
557
|
|
|
2,161
|
|
|
(1,604
|
)
|
(74
|
)%
|
|||
Operating (loss) income
|
$
|
(52
|
)
|
|
$
|
1,642
|
|
|
$
|
(1,694
|
)
|
(103
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
$
|
4,207
|
|
|
$
|
1,931
|
|
Net cash used in investing activities
|
(375
|
)
|
|
(480
|
)
|
||
Net cash used in financing activities
|
(1,409
|
)
|
|
(103
|
)
|
||
Effect of currency translation on cash
|
44
|
|
|
41
|
|
||
Increase in cash and cash equivalents
|
2,467
|
|
|
1,389
|
|
||
Cash and cash equivalents, beginning of the period
|
9,659
|
|
|
10,794
|
|
||
Cash and cash equivalents, end of the period
|
$
|
12,126
|
|
|
$
|
12,183
|
|
Item 1A.
|
Risk Factors
|
|
Exhibit Number
|
|
Notes
|
|
Description of Document
|
|
|
|
|
Restricted Stock Grant Agreement between Registrant and Kevin S. Wilson, effective as of March 7, 2018.
|
|
|
|
|
|
Restricted Stock Grant Agreement form for grants issued on March 7, 2018 (for Officers other than Kevin S. Wilson).
|
|
|
|
|
|
Notice of Stock Option Grant for grants issued on March 7, 2018.
|
|
|
|
|
|
Amendment to Employment Agreement between Registrant and Steven M. Eyl, effective as of January 1, 2018.
|
|
|
|
|
|
Amendment to Employment Agreement between Registrant and Steven M. Asakowicz, effective as of January 1, 2018.
|
|
|
|
|
|
Amendment to Employment Agreement between Registrant and Rodney A. Lippincott, effective as of January 1, 2018.
|
|
|
|
|
|
Employment Agreement between Registrant and Kevin S. Wilson, effective as of March 7, 2018.
|
|
|
|
|
|
Employment Agreement between Registrant and Catherine I. Grassman, effective as of March 7, 2018.
|
|
|
|
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
|
|
|
XBRL Instance Document.
|
|
101.SCH
|
|
|
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.PRE
|
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
101.LAB
|
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
Notes
|
|
**
|
Furnished with this report.
|
|
HESKA CORPORATION
|
|
|
|
By:
/s/ KEVIN S. WILSON
Kevin S. Wilson
Chief Executive Officer and President
(Principal Executive Officer)
|
|
By:
/s/ CATHERINE GRASSMAN
Catherine Grassman
Vice President, Chief Accounting Officer and Controller
(Principal Financial and Accounting Officer)
|
Instruction
:
|
Please do not fill in any blanks other than the signature line.
|
OPTIONEE:
|
HESKA CORPORATION, a Delaware corporation
|
|
|
Signature:
Name
|
By:
Title: Chief Operating Officer,
Chief Strategist and Secretary
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Heska Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: March 9, 2018
|
/s/ Kevin S. Wilson
|
|
KEVIN S. WILSON
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Heska Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
March 9, 2018
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/s/ Catherine Grassman
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CATHERINE GRASSMAN
|
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Vice President, Chief Accounting Officer and Controller
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|
(Principal Financial Officer)
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Dated: March 9, 2018
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By:
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/s/ Kevin S. Wilson
|
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Name:
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KEVIN S. WILSON
|
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Title:
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Chief Executive Officer and President
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Dated: March 9, 2018
|
By:
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/s/ Catherine Grassman
|
|
Name:
|
CATHERINE GRASSMAN
|
|
Title:
|
Vice President, Chief Accounting Officer and Controller
|