Note 16 - Subsequent Event

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Subsequent Events [Text Block]

16. Subsequent Event

SciSafe Acquisition

On October 1, 2020, the Company completed the acquisition of SciSafe, which became a wholly owned subsidiary of the Company on October 1, 2020. SciSafe is a privately held multi-facility provider of biological materials storage to the cell and gene therapy and pharmaceutical industries. At the closing of the acquisition, the Company (i) paid the sellers an aggregate initial cash payment of $15,000,000, which amount is subject to post-closing adjustments for working capital, net debt and transaction expenses, and (ii) issued to the sellers 441,472 shares of common stock with an additional 169,911 share of common stock to be issued in January 2021. The Company may pay the sellers, if earned, earnout payments in calendar years 2021, 2022, 2023 and 2024 of up to an aggregate of an additional 626,000 shares of common stock, which shares will be issued and delivered to the sellers upon SciSafe achieving certain specified revenue targets in each year.

We incurred $179,000 of related acquisition costs for the three month period ending September 30, 2020, which are reflected in our Consolidated Statement of Operations. We expect to report SciSafe as a consolidated entity as of October 1, 2020. The acquisition qualifies as a business combination and will be accounted for using the acquisition method of accounting.

Due to the limited time since the acquisition date and the effort required to assess the fair value of assets acquired and liabilities assumed, the initial accounting for the business combination is incomplete at the time of this filing. As a result, the Company is unable to provide the amounts recognized for the major classes of assets acquired and liabilities assumed, acquisition contingencies and goodwill. Also, the Company is unable to provide pro forma revenues and earnings of the combined entity. This information is expected to be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.