hska-20230505

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amendment No.)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

May 5, 2023

Date of Report (Date of earliest event reported)

HESKA CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

000-22427

77-0192527

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3760 Rocky Mountain Avenue

Loveland, Colorado

(Address of principal executive offices)

80538

(Zip Code)

Registrant's telephone number, including area code

(970) 493-7272

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

HSKA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

The information in this current report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

On May 5, 2023, Heska Corporation announced its financial results for the quarter ended March 31, 2023 and certain other information. A copy of the press release announcing these financial results and certain other information is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this current report on Form 8-K:


Exhibit Number						Description

99.1						Press Release dated May 5, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			HESKA CORPORATION, a Delaware corporation

Dated: May 5, 2023			By: /s/ Catherine Grassman Catherine Grassman Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

Document

Exhibit 99.1


Heska Corporation
Jon Aagaard
Investor Relations
970.619.3033
investorrelations@heska.com

Heska Corporation Reports First Quarter 2023 Results

LOVELAND, CO, May 5, 2023 -- Heska Corporation (NASDAQ: HSKA; “Heska” or “Company”), a leading global provider of advanced veterinary diagnostic and specialty products, reported financial results for its first quarter ended March 31, 2023.

First Quarter 2023 and Year Over Year (“YOY”) Metrics

$ in millions except Earnings Per Share ("EPS")


	Q1 ($)	Q1 (%) YOY
Consolidated revenue	$62.4	(3.7)%

	Q1 (%)	Q1 YOY bps1
Consolidated gross margin	43.9%	(110)
Net loss margin2	(15.7)%	(90)
Adjusted EBITDA margin3	5.2%	(670)

	Q1 ($)	Q1 (%) YOY
Net loss attributable to Heska	$(10.1)	(1.4)%
Net loss	$(9.8)	(1.8)%
Adjusted EBITDA3	$3.3	(57.6)%
EPS, Diluted	$(0.97)	—%
Non-GAAP EPS, Diluted3	$0.17	(37.0)%

1Basis Points is “bps”. 2Net loss margin represents the ratio of net loss to revenue. 3See “Use of Non-GAAP Financial Measures” and related reconciliations provided below.

Recent Merger Agreement Announcement

On April 3rd, 2023, Heska and Antech Diagnostics, Inc. (“Antech”), a subsidiary of Mars Incorporated, announced a definitive merger agreement under which Antech will acquire Heska for $120 per share (the “Merger”). As a result, Heska will not host an earnings call to discuss the Company’s financial results for the first quarter ended March 31, 2023. Completion of the Merger is subject to approval by Heska’s shareholders, regulatory approvals, and other customary closing conditions.

About Heska

Heska Corporation (NASDAQ: HSKA) sells, manufactures, markets, and supports diagnostic and specialty products and solutions for veterinary practitioners. Heska’s portfolio includes point-of-care diagnostic laboratory instruments and consumables including rapid assay diagnostic products and digital cytology services; point-of-care digital imaging diagnostic products; local and cloud-based data services; practice information management software (“PIMS”) and related software and support; reference laboratory testing; allergy testing and immunotherapy; heartworm preventive products; and vaccines. Heska’s primary focus is supporting companion animal veterinarians in providing care to their patients. Heska’s business is composed of two operating and reportable segments: North America and International. North America consists of the United States, Canada and Mexico. International consists of geographies outside of North America, primarily in Germany, Italy, Spain, France, Switzerland, Australia and Malaysia. The Company's strategic focus on point-of-care diagnostic laboratory and imaging products is included in both segments. The North America segment also includes the contract manufacturing of vaccines and pharmaceutical products and a small veterinary laboratory, and the International segment includes PIMS business and veterinary laboratories. For more information, please visit www.heska.com.

Forward-Looking Statements

This document contains forward-looking information related to the Company. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. All of the statements in this document, other than historical facts, are forward-looking statements and are based on a number of assumptions that could ultimately prove inaccurate and cause actual results to materially deviate from forward-looking statements. Forward-looking statements in this document include, among other things, statements with respect to the Merger. Such statements are based on current expectations and are subject to a number of risks and uncertainties, including but not limited to, risks and uncertainties related to the effect of the Merger and its pendency and the conditions to and timeline for completing the Merger. Other factors that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements include, among others, those set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Use of Non-GAAP Financial Measures

In addition to financial measures presented on the basis of accounting principles generally accepted in the U.S. (“U.S. GAAP”), we also present first quarter 2023 and 2022 EBITDA (net loss before income taxes, interest, depreciation and amortization), Adjusted EBITDA, Adjusted EBITDA margin and Non-GAAP earnings per share, which are non-GAAP measures. These measures should be viewed as a supplement to (not substitute for) our results of operations presented under U.S. GAAP. The non-GAAP financial measures presented may not be comparable to similarly titled measures of other companies because they may not calculate their measures in the same manner. A reconciliation of non-GAAP financial measures and most directly comparable GAAP financial measures is included in this release. Our management has included these measures to assist in comparing performance from period to period on a consistent basis.

HESKA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended March 31,
	2023		2022
Revenue, net	$	62,381	$	64,800
Cost of revenue	34,982		35,655
Gross profit	27,399		29,145

Operating expenses:
Selling and marketing	12,449		11,997
Research and development	3,088		12,456
General and administrative	22,285		16,146
Total operating expenses	37,822		40,599
Operating loss	(10,423)		(11,454)
Interest and other (income) expense, net	(272)		359
Loss before income taxes and equity in losses of unconsolidated affiliates	(10,151)		(11,813)
Income tax (benefit) expense:
Current income tax expense	690		158
Deferred income tax benefit	(1,065)		(2,366)
Total income tax benefit	(375)		(2,208)

Net loss before equity in losses of unconsolidated affiliates	(9,776)		(9,605)
Equity in losses of unconsolidated affiliates	(349)		(381)
Net loss attributable to Heska Corporation	$	(10,125)	$	(9,986)

Basic loss per share attributable to Heska Corporation	$	(0.97)	$	(0.97)
Diluted loss per share attributable to Heska Corporation	$	(0.97)	$	(0.97)

Weighted average outstanding shares used to compute basic loss per share attributable to Heska Corporation	10,390		10,273
Weighted average outstanding shares used to compute diluted loss per share attributable to Heska Corporation	10,390		10,273

HESKA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)


	March 31,		December 31,
	2023		2022

ASSETS
Current Assets:
Cash and cash equivalents	$	125,209	$	156,618
Accounts receivable, net of allowance for losses of $1,190 and $1,129, respectively	26,054		29,493
Inventories	64,183		60,050
Net investment in leases, current, net of allowance for losses of $190 and $182, respectively	8,173		7,433
Prepaid expenses	6,239		5,514
Related party convertible note receivable, net	2,312		—
Other current assets	6,451		5,926
Total current assets	238,621		265,034

Property and equipment, net	55,030		32,171
Operating lease right-of-use assets	13,101		6,897
Goodwill	145,403		135,918
Other intangible assets, net	65,813		62,393
Deferred tax asset, net	31,483		23,684
Net investment in leases, non-current	29,605		27,499
Investments in unconsolidated affiliates	592		3,959
Related party convertible note receivable, net	—		2,224
Promissory note receivable from investee, net	—		13,511
Other non-current assets	13,067		12,526
Total assets	$	592,715	$	585,816

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	12,246	$	16,403
Accrued liabilities	20,866		15,149
Operating lease liabilities, current	4,049		2,944
Deferred revenue, current, and other	5,137		5,081
Total current liabilities	42,298		39,577

Convertible note, non-current, net	84,579		84,467
Notes payable	11,130		11,130
Deferred revenue, non-current	5,422		4,096

Operating lease liabilities, non-current	9,674		4,528
Deferred tax liability	16,629		16,438
Other liabilities	5,312		3,372
Total liabilities	175,044		163,608

Total stockholders' equity	417,671		422,208
Total liabilities and stockholders' equity	$	592,715	$	585,816

HESKA CORPORATION AND SUBSIDIARIES

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA

($ in thousands)

(unaudited)


	Three Months Ended March 31,
	2023			2022
Net loss(1)	$	(9,776)		$	(9,605)
Income tax benefit	(375)			(2,208)
Interest (income) expense, net	(423)			440
Depreciation and amortization	3,974			3,300
EBITDA	$	(6,600)		$	(8,073)
Acquisition-related and other non-recurring/extraordinary costs(2)	7,135			11,032
Stock-based compensation	3,077			5,110
Equity in losses of unconsolidated affiliates	(349)			(381)
Adjusted EBITDA	$	3,263		$	7,688
Net loss margin(3)	(15.7)		%	(14.8)		%
Adjusted EBITDA margin(3)	5.2		%	11.9		%

(1) Net loss used for reconciliation represents the "Net loss before equity in losses of unconsolidated affiliates."

(2) To exclude the effect of acquisition related costs, non-recurring items and extraordinary charges not indicative of ongoing operations of $7.1 million for the three months ended March 31, 2023, and of $11.0 million for the three months ended March 31, 2022. These costs in the three months ended March 31, 2023 were incurred as a result of the proposed Merger discussed in Note 1 to the Condensed Consolidated Financial Statements included in Part I. Item 1 of the Quarterly Report on Form 10-Q for March 31, 2023 and the acquisition of LightDeck. The costs for the three months ended March 31, 2022 are primarily related to a $10.0 million licensing expense as well as acquisition-related charges.

(3) Net loss margin and adjusted EBITDA margin are calculated as the ratio of net loss and adjusted EBITDA, respectively, to revenue.

HESKA CORPORATION AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP NET LOSS PER DILUTED SHARE

($ in thousands)

(unaudited)


	Three Months Ended March 31,
	2023		2022
GAAP net loss attributable to Heska per diluted share	$	(0.97)	$	(0.97)
Acquisition-related and other one-time costs(1)	0.68		1.04
Amortization of acquired intangibles(2)	0.24		0.21
Purchase accounting adjustments related to fixed asset step-up(3)	0.05		0.05

Stock-based compensation	0.29		0.48
Loss on equity investee transactions	0.03		0.04
Estimated income tax effect of above non-GAAP adjustments(4)	(0.15)		(0.58)
Non-GAAP net income per diluted share	$	0.17	$	0.27

Shares used in diluted per share calculations	10,521		10,605

(1) To exclude the effect of acquisition related costs, non-recurring items and extraordinary charges not indicative of ongoing operations of $7.1 million for the three months ended March 31, 2023, and of $11.0 million for the three months ended March 31, 2022. These costs in the three months ended March 31, 2023 were incurred as a result of the proposed Merger discussed in Note 1 to the Condensed Consolidated Financial Statements included in Part I. Item 1 of the Quarterly Report on Form 10-Q for March 31, 2023 and the acquisition of LightDeck. The costs for the three months ended March 31, 2022 are primarily related to a $10.0 million licensing expense as well as acquisition-related charges.

(2) To exclude the effect of amortization of acquired intangibles of $2.5 million in the three months ended March 31, 2023, compared to $2.2 million in the three months ended March 31, 2022. These costs were incurred as part of the purchase accounting adjustments for recent acquisitions.

(3) To exclude the effect of purchase accounting adjustments for step up amortization of $0.5 million for the three months ended March 31, 2023, compared to $0.6 million in the three months ended March 31, 2022.

(4) Represents income tax expense utilizing an estimated effective tax rate that adjusts for non-GAAP measures including: acquisition related, non-recurring and extraordinary costs (excluding items which are not deductible for tax of $5.2 million for the three months ended March 31, 2023, compared to $0.1 million for the three months ended March 31, 2022), amortization of acquired intangibles, purchase accounting adjustments, amortization of debt discount and issuance costs, and stock-based compensation. This incorporates the discrete tax related to stock-based compensation of $0.6 million expense for the three months ended March 31, 2023, compared to benefits of $0.6 million for the three months ended March 31, 2022. This also includes the tax benefits related to R&D tax credit of $0 for the three months ended March 31, 2023, compared to $0.8 million for the three months ended March 31, 2022. Adjusted effective tax rates are approximately 25% for both periods presented.