ACQUISITION

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Acquisition

3. ACQUISITION

Cuattro Veterinary USA, LLC

On February 24, 2013, the Company acquired a 54.6% interest in Cuattro Veterinary USA, LLC

("Cuattro Vet") for approximately $7.6 million in cash and stock, including more than $4 million in cash. Immediately following and as a result of the transaction, former Cuattro Vet unit holders owned approximately 7.2% of the Company's Public Common Stock. The remaining minority position (45.4%) in Cuattro Vet is subject to purchase by Heska under performance-based puts and calls following calendar year 2015, 2016 and 2017. Should Heska undergo a change in control, as defined, prior to the end of 2017, Cuattro Vet minority unit holders will be entitled to sell their Cuattro Vet units to Heska at the highest call value they could have otherwise obtained. The Company's position in Cuattro Vet is subject to premium repurchase or discounted sale under calls and puts expiring 18 months following the closing of the transaction.

Cuattro Vet was subsequently renamed Heska Imaging US, LLC ("Heska Imaging") and markets, sells and supports digital radiography and ultrasound products along with embedded software and support, data hosting and other services.

The Company accounted for the acquisition pursuant to ASC No. 805, "Business Combinations." Accordingly, it recorded assets acquired, liabilities assumed and non-controlling interests at their fair values. The following summarizes the aggregate consideration paid by the Company and the allocation of the purchase price:

Consideration
	Cash		$	4,073
	Stock			3,571
		Total	$	7,644

Inventories		$	1,466
Note from Cuattro Veterinary, LLC, due March 15, 2016			1,360
Other tangible assets			1,278
Intangible assets			688
Goodwill			19,994
Notes payable and other borrowings			(1,527	)
Accounts payable			(1,424	)
Other assumed liabilities			(2,399	)
		$	19,436
Non-controlling interest			(11,792	)
	Total	$	7,644

Intangible assets and their amortization periods are as follows:

	Useful Life (in years)		Fair Value
Trade name		2.75	$	688
			$	688

Cuattro contributed net revenue of $1.9 million and net income of $75 thousand to the Company for the period from February 24, 2013 to March 31, 2013. The following unaudited pro forma financial information presents the combined results of the Company and Cuattro Vet's as though they were consolidated beginning on January 1, 2012.

	Three Months Ended March 31,
		2012		2013
Revenue, net	$	20,828	$	19,879
Net income attributable to Heska Corporation		498		(420	)
Basic earnings (loss) per share attributable to Heska Corporation	$	0.09	$	(0.08	)
Diluted earnings (loss) per share attributable to Heska Corporation		0.09		(0.08	)