UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from     to

Commission File Number 001-36362

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-3076866
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3303 Monte Villa Parkway, SUITE 310, Bothell, Washington, 98021

(Address of registrant’s principal executive offices, Zip Code)

(425) 402-1400

(Telephone number, including area code)

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

Title of each class	Trading symbol	Name of exchange on which registered
BioLife Solutions, Inc. Common Shares	BLFS	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit said files). Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑  Accelerated filer ☐  Non-accelerated filer ☐  Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☑

As of August 1, 2022, 42,605,036 shares of the registrant’s common stock were outstanding.

1

BIOLIFE SOLUTIONS, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3
	Unaudited Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2022 and 2021	4
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and six month periods ended June 30, 2022 and 2021	5
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six month periods ended June 30, 2022 and 2021	6-7
	Unaudited Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2022 and 2021	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	39
PART II. OTHER INFORMATION		39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	Signatures	42

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Balance Sheets

	June 30,			December 31,
(In thousands, except per share and share data)	2022			2021
Assets
Current assets:
Cash and cash equivalents	$	24,001		$	69,860
Restricted cash		28			10
Available-for-sale securities, current portion		22,546			-
Accounts receivable, trade, net of allowance for doubtful accounts of $458 and $275 as of June 30, 2022 and December 31, 2021, respectively		31,257			23,217
Inventories		33,335			28,345
Prepaid expenses and other current assets		6,890			4,427
Total current assets		118,057			125,859
Assets held for rent, net		9,083			9,809
Property and equipment, net		19,117			17,657
Operating lease right-of-use assets, net		17,306			18,705
Financing lease right-of-use assets, net		367			440
Long-term deposits and other assets		323			325
Available-for-sale securities, long-term		489			-
Equity investments		4,372			4,372
Intangible assets, net		76,524			152,149
Goodwill		224,741			224,741
Total assets	$	470,379		$	554,057
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	11,537		$	14,945
Accrued expenses and other current liabilities		7,187			7,142
Warranty liability		8,722			9,398
Lease liabilities, operating, current portion		2,733			2,758
Lease liabilities, financing, current portion		153			149
Debt, current portion		1,363			862
Contingent consideration, current portion		1,603			5,127
Total current liabilities		33,298			40,381
Contingent consideration, long-term		1,912			4,900
Lease liabilities, operating, long-term		15,205			16,466
Lease liabilities, financing, long-term		213			291
Debt, long-term		6,188			6,353
Deferred tax liabilities		1,149			5,487
Other long-term liabilities		101			42
Total liabilities		58,066			73,920
Commitments and Contingencies (Note 12)
Shareholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021		-			-
Common stock, $0.001 par value; 150,000,000 shares authorized, 42,536,734 and 41,817,503 shares issued and outstanding, respectively, as of June 30, 2022 and December 31, 2021		43			42
Additional paid-in capital		597,810			585,397
Accumulated other comprehensive loss, net of taxes		(900	)		(282	)
Accumulated deficit		(184,640	)		(105,020	)
Total shareholders’ equity		412,313			480,137
Total liabilities and shareholders’ equity	$	470,379		$	554,057

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

3

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Operations

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except per share and share data)	2022			2021			2022			2021
Product revenue	$	34,170		$	27,468		$	64,558		$	41,244
Service revenue		3,698			1,963			6,787			4,167
Rental revenue		2,665			1,773			5,407			2,640
Total product, rental, and service revenue		40,533			31,204			76,752			48,051
Costs and operating expenses:
Cost of product revenue (exclusive of intangible assets amortization)		21,561			15,986			41,501			21,609
Cost of service revenue (exclusive of intangible assets amortization)		2,968			1,427			5,557			2,779
Cost of rental revenue (exclusive of intangible assets amortization)		1,665			1,141			3,582			1,716
General and administrative		11,351			7,146			22,546			11,974
Sales and marketing		5,415			3,142			10,306			5,164
Research and development		3,428			3,045			7,209			5,032
Intangible asset impairment charges		69,900			-			69,900			-
Intangible asset amortization		2,863			1,882			5,725			2,815
Acquisition costs		5			272			16			1,271
Change in fair value of contingent consideration		(2,361	)		1,718			(5,695	)		1,226
Total operating expenses		116,795			35,759			160,647			53,586
Operating loss		(76,262	)		(4,555	)		(83,895	)		(5,535	)
Other expense:
Interest expense, net		(9	)		(121	)		(173	)		(137	)
Other (expense) income, net		(22	)		-			110			(1	)
Change in fair value of warrant liability		-			-			-			(121	)
Total other expense, net		(31	)		(121	)		(63	)		(259	)
Loss before income tax benefit		(76,293	)		(4,676	)		(83,958	)		(5,794	)
Income tax benefit		3,739			12,552			4,338			12,552
Net (loss) income	$	(72,554	)	$	7,876		$	(79,620	)	$	6,758
Net (loss) income attributable to common shareholders:
Basic	$	(72,554	)	$	7,661		$	(79,620	)	$	6,543
Diluted		(72,554	)		7,668			(79,620	)		6,551
Net (loss) income per share attributable to common shareholders:
Basic	$	(1.71	)	$	0.20		$	(1.89	)	$	0.18
Diluted	$	(1.71	)	$	0.19		$	(1.89	)	$	0.17
Weighted average shares used to compute (loss) earnings per share attributable to common shareholders:
Basic		42,460,189			38,072,712			42,238,355			35,668,124
Diluted		42,460,189			40,390,098			42,238,355			38,275,603

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

4

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Loss

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(In thousands)	2022			2021		2022			2021
Net (loss) income	$	(72,554	)	$	7,876	$	(79,620	)	$	6,758
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of tax		(422	)		3		(578	)		3
Unrealized loss on available-for-sale securities, net of tax		(40	)		-		(40	)		-
Comprehensive (loss) income	$	(73,016	)	$	7,879	$	(80,238	)	$	6,761

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

5

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

	Six Months Ended June 30, 2022
	Series A		Series A									Accumulated
	Preferred		Preferred		Common		Common		Additional			Other						Total
	Stock		Stock		Stock		Stock		Paid-in			Comprehensive			Accumulated			Shareholders’
(In thousands, except share data)	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Equity
Balance, December 31, 2021		-	$	-		41,817,503	$	42	$	585,397		$	(282	)	$	(105,020	)	$	480,137
Fees incurred for registration filings		-		-		-		-		(76	)		-			-			(76	)
Stock-based compensation		-		-		-		-		11,372			-			-			11,372
Stock option exercises		-		-		154,504		-		301			-			-			301
Stock issued – on vested RSAs		-		-		500,597		1		-			-			-			1
Contingent consideration shares issued		-		-		64,130		-		816			-			-			816
Foreign currency translation		-		-		-		-		-			(578	)		-			(578	)
Unrealized loss on available-for-sale securities		-		-		-		-		-			(40	)		-			(40	)
Net loss		-		-		-		-		-			-			(79,620	)		(79,620	)
Balance, June 30, 2022		-	$	-		42,536,734	$	43	$	597,810		$	(900	)	$	(184,640	)	$	412,313

	Three Months Ended June 30, 2022
	Series A		Series A									Accumulated
	Preferred		Preferred		Common		Common		Additional			Other						Total
	Stock		Stock		Stock		Stock		Paid-in			Comprehensive			Accumulated			Shareholders’
(In thousands, except share data)	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Equity
Balance, March 31, 2022		-	$	-		42,331,082	$	42	$	591,002		$	(438	)	$	(112,086	)	$	478,520
Fees incurred for registration filings		-		-		-		-		(24	)		-			-			(24	)
Stock based compensation		-		-		-		-		5,973			-			-			5,973
Stock option exercises		-		-		24,571		-		43			-			-			43
Stock issued – on vested RSAs		-		-		116,951		1		-			-			-			1
Contingent consideration shares issued		-		-		64,130		-		816			-			-			816
Foreign currency translation		-		-		-		-		-			(422	)		-			(422	)
Unrealized loss on available-for-sale securities		-		-		-		-		-			(40	)		-			(40	)
Net loss		-		-		-		-		-			-			(72,554	)		(72,554	)
Balance, June 30, 2022		-	$	-		42,536,734	$	43	$	597,810		$	(900	)	$	(184,640	)	$	412,313

6

	Six Months Ended June 30, 2021
	Series A		Series A								Accumulated
	Preferred		Preferred		Common		Common		Additional		Other					Total
	Stock		Stock		Stock		Stock		Paid-in		Comprehensive		Accumulated			Shareholders’
(In thousands, except share data)	Shares		Amount		Shares		Amount		Capital		Loss		Deficit			Equity
Balance, December 31, 2020		-	$	-		33,039,146	$	33	$	302,598	$	-	$	(97,385	)	$	205,246
Stock issued as consideration in GCI acquisition		-		-		6,636,470		7		232,734		-		-			232,741
Stock-based compensation		-		-		-		-		4,024		-		-			4,024
Stock option exercises		-		-		387,759		1		607		-		-			608
Stock issued – on vested RSAs		-		-		427,315		-		-		-		-			-
Cashless exercises of 79,100 warrants		-		-		70,030		-		2,901		-		-			2,901
Foreign currency translation		-		-		-		-		-		3		-			3
Net income		-		-		-		-		-		-		6,758			6,758
Balance, June 30, 2021		-	$	-		40,560,720	$	41	$	542,864	$	3	$	(90,627	)	$	452,281

	Three Months Ended June 30, 2021
	Series A		Series A								Accumulated
	Preferred		Preferred		Common		Common		Additional		Other					Total
	Stock		Stock		Stock		Stock		Paid-in		Comprehensive		Accumulated			Shareholders’
(In thousands, except share data)	Shares		Amount		Shares		Amount		Capital		Income		Deficit			Equity
Balance, March 31, 2021		-	$	-		33,634,194	$	34	$	307,246	$	-	$	(98,503	)	$	208,777
Stock issued as consideration in GCI acquisition		-		-		6,636,470		7		232,734		-		-			232,741
Stock based compensation		-		-		-		-		2,520		-		-			2,520
Stock option exercises		-		-		224,894		-		364		-		-			364
Stock issued – on vested RSAs		-		-		65,162		-		-		-		-			-
Foreign currency translation		-		-		-		-		-		3		-			3
Net income		-		-		-		-		-		-		7,876			7,876
Balance, June 30, 2021		-	$	-		40,560,720	$	41	$	542,864	$	3	$	(90,627	)	$	452,281

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

7

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

	Six Months Ended
	June 30,
(In thousands)	2022			2021
Cash flows from operating activities
Net (loss) income	$	(79,620	)	$	6,758
Adjustments to reconcile net (loss) income to net cash used in operating activities
Intangible asset impairment charges		69,900			-
Stock-based compensation		11,372			4,024
Amortization of intangible assets		5,725			2,815
Depreciation		3,257			1,895
Non-cash lease expense		1,308			1,047
Change in fair value of warrant liability		-			121
Loss on disposal of property and equipment, net		35			-
(Gain) loss on disposal of assets held for rent, net		(264	)		102
Deferred income tax benefit		(4,338	)		(12,552	)
Change in fair value of contingent consideration		(5,695	)		1,226
Other		200			175
Change in operating assets and liabilities, net of effects of acquisitions
Accounts receivable, trade, net		(8,128	)		(8,494	)
Inventories		(4,990	)		1,283
Prepaid expenses and other assets		(1,492	)		2,370
Accounts payable		(3,402	)		(2,790	)
Accrued expenses and other current liabilities		(1,033	)		(681	)
Warranty liability		(676	)		(3,201	)
Net cash used in operating activities		(17,841	)		(5,902	)
Cash flows from investing activities
Cash acquired in acquisition of Global Cooling, Inc.		-			43
Proceeds from sale of equipment		-			1
Purchases of assets held for rent		(774	)		(4,280	)
Purchases of property and equipment		(3,491	)		(4,407	)
Investment in available-for-sale securities		(23,075	)		-
Net cash used in investing activities		(27,340	)		(8,643	)
Cash flows from financing activities
Proceeds from exercise of common stock options		301			608
Proceeds from line of credit		-			11,800
Proceeds from equipment loans		-			1,282
Payments on line of credit		-			(12,738	)
Fees incurred for registration filings		(76	)		-
Payments on equipment loans		(247	)		-
Payments on financed insurance premium		(458	)		(187	)
Other		10			(380	)
Net cash (used in) provided by financing activities		(470	)		385
Net decrease in cash, cash equivalents, and restricted cash		(45,651	)		(14,160	)
Cash, cash equivalents, and restricted cash – beginning of period		69,870			90,456
Effects of currency translation on cash, cash equivalents, and restricted cash		(190	)		3
Cash, cash equivalents, and restricted cash – end of period	$	24,029		$	76,299
Non-cash investing and financing activities
Cashless exercise of warrants reclassified from warrant liability to common stock	$	-		$	2,901
Cashless issuance of SciSafe earnout shares	$	816		$	-
Stock issued as consideration to acquire Global Cooling, Inc.	$	-		$	232,741
Equipment acquired under operating leases	$	243		$	6,971
Equipment acquired under finance leases	$	-		$	440
Purchase of property and equipment not yet paid	$	102		$	-
Cash interest paid	$	121		$	-

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

8

BioLife Solutions, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements 

1. Organization and significant accounting policies

Business

BioLife Solutions, Inc. (“BioLife”, “us”, “we”, “our”, or the “Company”) is a developer, manufacturer, and supplier of a portfolio of bioproduction tools and services including proprietary biopreservation media, automated cell processing fill machines, closed system cryogenic vials, human platelet lysate (“hPL”) growth media, automated thawing devices, cloud-connected shipping containers, ultra-low temperature mechanical freezers, cryogenic and controlled rate freezers and biological and pharmaceutical materials storage. Our CryoStor® freeze media and HypoThermosol® hypothermic storage media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our Sexton cell processing product line includes hPL media, for cell expansion reducing risk and improving downstream performance inherent with the use of fetal bovine serum and human serum, and CellSeal® cryogenic vials, which are purpose-built rigid containers used as a primary final package for cells used in research and clinical applications. These vials can be filled manually or with high throughput systems and automated cell processing machines that bring multiple processes traditionally performed by manual techniques under a higher level of control to protect cells from loss or contamination. Our ThawSTAR® product line is comprised of a family of automated thawing devices for frozen biologic material packaged in cryovials and cryobags. These products help to reduce thawing related damage to temperature-sensitive biologic materials by standardizing the thawing process and reducing the risks of contamination and overheating, which are inherent with the use of traditional water baths. Our cryogenic freezer technology provides for controlled rate freezing and cryogenic storage of biologic materials. Our ultra-low temperature mechanical freezers allow biological materials to be stored at temperatures which range from negative 20℃ to negative 86℃. Our evo® shipping containers provide cloud-connected passive storage and transport containers for temperature-sensitive biologics and pharmaceuticals. Our biological and pharmaceutical materials storage services provide facilities that allow for real-time tracking of biologic materials that can be stored at a wide range of temperatures.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates and assumptions by management affect the Company’s net realizable value of inventory, fair value of warrant liability, valuation of market based awards, valuations and purchase price allocations related to investments and business combinations, fair value of marketable debt securities, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, share-based compensation, contingent consideration from business combinations, and the recoverability of the Company’s deferred tax assets and the related valuation allowance.

The Company regularly assesses these estimates; however, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances.

Basis of presentation

The Unaudited Condensed Consolidated Financial Statements included herein have been prepared by BioLife in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by U.S. GAAP. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2021.

The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, SAVSU Technologies, Inc. (“SAVSU” acquired on August 8, 2019), Arctic Solutions, Inc. doing business as Custom Biogenic Systems (“CBS” acquired on November 12, 2019), SciSafe Holdings, Inc. (“SciSafe” acquired on October 1, 2020), BioLife Solutions B.V. (formed on April 1, 2021), Global Cooling, Inc. doing business as Stirling Ultracold (“Global Cooling” or “GCI” acquired on May 3, 2021), and Sexton Biotechnologies, Inc. (“Sexton” acquired on September 1, 2021). All intercompany accounts and transactions have been eliminated in consolidation.

9

 

In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year.

Foreign currency translation

The Company translates items presented on its Unaudited Condensed Consolidated Balance Sheet, Unaudited Condensed Consolidated Statements of Operations, Unaudited Condensed Consolidated Statements of Shareholders’ Equity, and Unaudited Condensed Consolidated Statements of Cash Flows into U.S. dollars. For the Company’s subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and expenses are translated using average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of Accumulated Other Comprehensive Loss in the Unaudited Condensed Consolidated Statements of Shareholders' Equity.

Segment reporting

The Company views its operations and makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

Significant accounting policies

The following describes an update to the Company’s accounting policies for investments. For a full discussion of significant accounting policies, including additional information regarding the Company’s accounting policies for investments, refer to the Notes to the Consolidated Financial Statements included within the Company’s 2021 Form 10-K.

The Company classifies its investment in marketable debt securities as “available-for-sale.” Available-for-sale securities are carried at fair value with unrealized holding gains or losses recorded in other comprehensive income, net of tax. Gains or losses are included in earnings in the period in which they are realized. The cost of securities sold is determined based on the specific identification method. The cost of available-for-sale debt securities is adjusted for premiums and discounts, with the accretion or amortization of such amounts included as a portion of interest. Available-for-sale debt securities with an original maturity date less than one year are classified as current investments. Available-for-sale debt securities with an original maturity date exceeding one year are classified as long-term.

Liquidity and capital resources

On June 30, 2022 and December 31, 2021, we had $47.0 million and $69.9 million in cash, cash equivalents, and available-for-sale securities, respectively. Based on our current expectations with respect to our future revenue and expenses, we believe that our current level of cash, cash equivalents, and other liquid assets will be sufficient to meet our liquidity needs for at least the next twelve months from the date of the filing of this Form 10-Q. However, the Company may choose to raise additional capital through a debt or equity financing in order to pursue additional acquisition or strategic investment opportunities. Additional capital, if required, may not be available on reasonable terms, if at all.

Risks and uncertainties

COVID-19 pandemic

Our domestic and international operations have been and continue to be affected by the ongoing global pandemic of a novel strain of coronavirus (“COVID-19”) and the resulting volatility and uncertainty it has caused in the U.S. and international markets. Many businesses and countries, including the U.S., continue to apply preventative and precautionary measures to mitigate the spread of the virus including government orders and other restrictions on the conduct of business operations.

In the six months ended June 30, 2022 and year ended December 31, 2021, we experienced supply chain disruptions due to the effects of COVID-19 on our suppliers of sheet metal and electronic components that incorporate semiconductor chips. These supply chain disruptions decreased our profitability as a result of increased supplier pricing and production stoppages. We cannot be assured that a continued or prolonged global pandemic will not have other negative impacts on our manufacturing and shipping processes or our product costs. The extent to which the COVID-19 pandemic affects our future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including the recurrence, severity and/or duration of the ongoing pandemic, and current or future domestic and international actions to contain and treat COVID-19.

The Company may also experience other negative impacts of the COVID-19 outbreak such as the lack of availability of the Company’s key personnel, additional temporary closures of the Company’s office or the facilities of the Company’s business partners, customers, third party service providers or other vendors, the inability to travel to market and sell our products, and the interruption of the Company’s supply chain, distribution channels, liquidity and capital or financial markets.

Any disruption and volatility in the global capital markets as a result of the pandemic may increase the Company’s cost of capital and adversely affect the Company’s ability to access financing when and on terms that the Company desires. In addition, a potential recession resulting from the spread of COVID-19 could materially affect the Company’s business, especially if a recession results in higher unemployment causing potential patients to not have access to health insurance.

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The ultimate extent to which the COVID-19 pandemic and its repercussions impact the Company’s business will depend on future developments, which are highly uncertain. However, the foregoing and other continued disruptions to the Company’s business as a result of COVID-19 could result in a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.

Concentrations of credit risk and business risk

Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:

	Accounts Receivable						Revenue
	June 30,			December 31,			Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021			2022			2021		2022			2021
Customer A		17	%		21	%		*			*		*			*
Customer B		16	%		11	%		20	%		*		20	%		*

* less than 10%

Revenue from foreign customers is denominated in United States dollars or euros.

The following table represents the Company’s total revenue by geographic area (based on the location of the customer):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
Revenue by customers’ geographic locations	2022			2021			2022			2021
United States		75	%		82	%		77	%		80	%
Europe, Middle East, Africa (EMEA)		17	%		10	%		17	%		11	%
Canada		5	%		5	%		3	%		6	%
Other		3	%		3	%		3	%		3	%
Total revenue		100	%		100	%		100	%		100	%

In the three and six months ended June 30, 2022 and 2021, no suppliers accounted for more than 10% of purchases.

As of June 30, 2022 and December 31, 2021, no suppliers accounted for more than 10% of our accounts payable.

Recent accounting pronouncements 

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions. The FASB issued ASU 2022-03 to (1) clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity related securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years with early adoption permitted. BioLife Solutions is evaluating when to adopt the amendments in ASU 2022-03. BioLife Solutions does not expect a material impact as a result of adopting this amendment.

In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings and requires disclosure of current-period gross write-offs by year of loan origination. Additionally, ASU 2022-02 updates the accounting for credit losses under ASC 326 and adds enhanced disclosures with respect to loan refinancings and restructurings in the form of principal forgiveness, interest rate concessions, other-than-insignificant payment delays, or term extensions when the borrower is experiencing financial difficulties. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. We are currently evaluating the impact ASU 2022-02 will have on our consolidated financial statements.

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2. Fair value measurement

In accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC Topic 820”), the Company measures its financial instruments at fair value on a recurring basis. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of their short maturities. The carrying value of our marketable debt securities, which are accounted for as available-for-sale, are classified within either Level 1 or Level 2 in the fair value hierarchy because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The carrying values of our long-term debt, which is classified within Level 2 in the fair value hierarchy, approximates fair value as our borrowings with lenders are at interest rates that approximate market rates for comparable loans. The Company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3 – Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The fair value of the CBS Contingent Consideration Liability was initially valued based on unobservable inputs using a Monte Carlo simulation. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 26.0%, a risk-free rate of approximately 1.74% and revenue volatility of 70%. Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Generally, changes used in the assumptions for projected future revenue and revenue volatility would be accompanied by a directionally similar change in the fair value measurement. Conversely, changes in the discount rate would be accompanied by a directionally opposite change in the related fair value measurement. However, due to the contingent consideration having a maximum payout amount, changes in these assumptions would not affect the fair value of the contingent consideration if they increase (decrease) beyond certain amounts. Subsequent to the acquisition date, at each reporting period, the Contingent Consideration Liability is re-measured to fair value with changes recorded in the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. During the most recent re-measurement of the Contingent Consideration Liability as of December 31, 2021, the Company used a discount rate of 21.0%, a risk-free rate of 0.23% and revenue volatility of 63%. This Contingent Consideration Liability is included in the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 in the amount of $140,000.

The fair value of the SciSafe Contingent Consideration Liability was initially valued based on unobservable inputs using a Monte Carlo simulation. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 4.5%, a risk-free rate of approximately 0.20%, asset volatility of 60%, and revenue volatility of 15%. Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Generally, changes used in the assumptions for projected future revenue and revenue volatility would be accompanied by a directionally similar change in the fair value measurement. Conversely, changes in the discount rate would be accompanied by a directionally opposite change in the related fair value measurement. However, due to the contingent consideration having a maximum payout amount, changes in these assumptions would not affect the fair value of the contingent consideration if they increase (decrease) beyond certain amounts. At the acquisition date, the contingent consideration was determined to have a fair value of $3.7 million. Subsequent to the acquisition date, the Contingent Consideration Liability was re-measured to fair value with changes recorded in the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. During the most recent re-measurement of the Contingent Consideration Liability as of June 30, 2022, the Company used a discount rate of 11.0%, a risk-free rate of approximately 2.9%, asset volatility of 69%, and revenue volatility of 30%. This Contingent Consideration Liability is included in the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 in the amounts of $3.4 million and $9.9 million, respectively. The changes in fair value of contingent consideration associated with this liability are included within the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. These changes were $2.4 million and $5.7 million for the three and six months ended June 30, 2022, respectively, and $1.8 million and $1.3 million for the three and six month periods ended June 30, 2021, respectively. During the three and six months ended June 30, 2022, the first hurdle associated with this liability was satisfied and 64,130 shares were issued as payment.

For the warrant liability, the significant Level 3 inputs included the contractual remaining term of the warrants and the volatility of the Company’s common stock. For the estimated term of the warrants, we used the actual terms of the warrants, which expired March 25, 2021. On that date, all remaining warrants were exercised via a “cashless” exercise and the warrant liability was revalued to its intrinsic value, as the Company’s stock price was observable as of that date.

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There were no remeasurements to fair value during the three and six months ended June 30, 2022 of financial assets and liabilities that are not measured at fair value on a recurring basis.

The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, based on the three-tier fair value hierarchy:

(In thousands)

As of June 30, 2022	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	17,086	$	-	$	-	$	17,086
Corporate debt securities		-		2,242		-		2,242
Non-U.S. government agency securities		-		748		-		748
Marketable debt securities:
U.S. government securities		10,335		-		-		10,335
Corporate debt securities		-		11,515		-		11,515
Other debt securities		-		1,185		-		1,185
Total		27,421		15,690		-		43,111
Liabilities:
Contingent consideration - business combinations		-		-		3,515		3,515
Debt		-		7,551		-		7,551
Total	$	-	$	7,551	$	3,515	$	11,066

As of December 31, 2021	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	63,873	$	-	$	-	$	63,873
Total		63,873		-		-		63,873
Liabilities:
Contingent consideration - business combinations		-		-		10,027		10,027
Debt		-		7,215		-		7,215
Total	$	-	$	7,215	$	10,027	$	17,242

The fair values of money market funds classified as Level 1 were derived from quoted market prices as active markets for these instruments exist. The fair values of investments and contingent consideration classified as Level 3 were derived from management assumptions (see Note 1 – “Organization and Significant Accounting Policies.”) There have been no transfers of assets or liabilities between the fair value measurement levels.

The following table presents the changes in fair value of contingent consideration liabilities which are measured using Level 3 inputs:

	Six Months Ended
	June 30,
(In thousands)	2022			2021
Beginning balance	$	10,027		$	7,152
Change in fair value recognized in net (loss) income		(5,695	)		1,226
Payment of contingent consideration earned		(817	)		-
Ending balance	$	3,515		$	8,378

The following table presents the changes in fair value of warrant liabilities which are measured using Level 3 inputs:

	Six Months Ended
	June 30,
(In thousands)	2022		2021
Beginning balance	$	-	$	2,780
Exercised warrants		-		(2,901	)
Change in fair value recognized in net (loss) income		-		121
Ending balance	$	-	$	-

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3. Investments

Available-for-sale securities

The Company’s portfolio of available-for-sale marketable securities consists of the following:

	June 30, 2022
	Amortized		Gross unrealized				Estimated
(In thousands)	Cost		Gains		Losses		Fair Value
Available-for-sale securities, current portion
U.S. government securities	$	10,361	$	-	$	26	$	10,335
Corporate debt securities		11,524		-		8		11,516
Other debt securities		699		-		4		695
Total short-term		22,584		-		38		22,546
Available-for-sale securities, long-term
Other debt securities		491		-		2		489
Total marketable securities	$	23,075	$	-	$	40	$	23,035

There were no outstanding available-for-sale marketable securities as of December 31, 2021.

The contractual maturities of our available-for-sale marketable securities as of June 30, 2022 are as follows:

	Amortized		Estimated
(In thousands)	Cost		Fair Value
Due in one year or less	$	22,584	$	22,546
Due after one year through five years		491		489
Total	$	23,075	$	23,035

Equity investments

We periodically invest in securities of private companies to promote business and strategic objectives. At June 30, 2022 and December 31, 2021, we held non-marketable equity securities without a readily determinable fair value, comprised of $3.4 million in Series A-1 and A-2 Preferred Stock in iVexSol, Inc. and $995,000 in Series E Preferred Stock in PanTHERA CryoSolutions, Inc.

4. Inventory

Inventory consists of the following as of June 30, 2022 and December 31, 2021:

(In thousands)	2022		2021
Raw materials	$	18,457	$	17,252
Work in progress		4,791		5,015
Finished goods		10,087		6,078
Total	$	33,335	$	28,345

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5. Leases

We have various operating lease agreements for office space, warehouses, manufacturing, and production locations as well as vehicles and other equipment. Our real estate leases have remaining lease terms of one to ten years. We exclude options that are not reasonably certain to be exercised from our lease terms, ranging from one to five years. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. For certain leases, we receive incentives from our landlords, such as rent abatements, which effectively reduce the total lease payments owed for these leases. Vehicle and other equipment operating leases have terms between one and five years.

Our financing leases relate to research equipment, machinery, and other equipment. 

The table below presents certain information related to the weighted average discount rate and weighted average remaining lease term for the Company’s leases as of June 30, 2022 and December 31, 2021:

	June 30,			December 31,
(In thousands)	2022			2021
Weighted average discount rate - operating leases		3.8	%		3.8	%
Weighted average discount rate - finance leases		6.1	%		6.1	%
Weighted average remaining lease term in years - operating leases		7.5			7.8
Weighted average remaining lease term in years - finance leases		2.5			3.0

The components of lease expense for the three and six months ended June 30, 2022 and 2021 were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2022		2021		2022		2021
Operating lease costs	$	929	$	679	$	1,836	$	1,154
Short-term lease costs		519		450		986		661
Total operating lease costs		1,448		1,129		2,822		1,815
Variable lease costs		254		157		559		284
Total lease costs	$	1,702	$	1,286	$	3,381	$	2,099

Maturities of our lease liabilities as of June 30, 2022 are as follows: 

(In thousands)	Operating Leases			Financing Leases
2022 (6 months remaining)	$	1,756		$	86
2023		3,199			171
2024		2,921			101
2025		2,461			37
2026		2,001			1
Thereafter		8,364			-
Total lease payments		20,702			396
Less: interest		(2,764	)		(30	)
Total present value of lease liabilities	$	17,938		$	366

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6. Assets held for rent

Assets held for rent consist of the following as of June 30, 2022 and December 31, 2021:

(In thousands)	2022			2021
Shippers placed in service	$	6,274		$	5,645
Fixed assets held for rent		4,686			4,040
Accumulated depreciation		(3,737	)		(2,272	)
Net		7,223			7,413
Shippers and related components in production		1,860			2,396
Total	$	9,083		$	9,809

Shippers and related components in production include shippers complete and ready to be deployed and placed in service upon a customer order, shippers in the process of being assembled, and components available to build shippers. We recognized $868,000 and $1.8 million in depreciation expense related to assets held for rent during the three and six months ended June 30, 2022, respectively, and $299,000 and $483,000 during the three and six months ended June 30, 2021, respectively.

7. Property and equipment

Property and equipment consist of the following as of June 30, 2022 and December 31, 2021:

	June 30,			December 31,
(In thousands)	2022			2021
Property and equipment
Leasehold improvements	$	4,049		$	3,840
Furniture and computer equipment		1,878			1,861
Manufacturing and other equipment		18,047			16,675
Construction in-progress		2,990			2,022
Subtotal		26,964			24,398
Less: Accumulated depreciation		(7,847	)		(6,741	)
Property and equipment, net	$	19,117		$	17,657

Depreciation expense for property and equipment was $730,000 and $1.5 million for the three and six months ended June 30, 2022, respectively, and $819,000 and $1.4 million during the three and six months ended June 30, 2021, respectively.

8. Goodwill and intangible assets 

Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. Goodwill acquired in a business combination is determined to have an indefinite useful life and is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350.

Intangible assets

Intangible assets, net consisted of the following as of June 30, 2022 and December 31, 2021:

(In thousands, except weighted average useful life)	June 30, 2022
Intangible assets:	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
Customer Relationships	$	15,984	$	(2,976	)	$	13,008		9.8
Tradenames		29,635		(3,571	)		26,064		13.3
Technology - acquired		38,410		(10,766	)		27,644		5.4
Non-compete agreements		1,986		(725	)		1,261		2.5
In-process research and development⁽¹⁾		8,547		-			8,547		N/A
Total intangible assets	$	94,562	$	(18,038	)	$	76,524		9.2

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(In thousands, except weighted average useful life)	December 31, 2021
Intangible assets:	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
Customer Relationships	$	17,516	$	(1,776	)	$	15,740		10.3
Tradenames		35,574		(2,306	)		33,268		13.8
Technology - acquired		41,942		(7,789	)		34,153		5.9
Non-compete agreements		1,990		(442	)		1,548		3.0
In-process research and development⁽¹⁾		67,440		-			67,440		N/A
Total intangible assets	$	164,462	$	(12,313	)	$	152,149		9.8

(1) In-process R&D represents the fair value of incomplete research and development. We will begin to amortize the asset upon completion of development.

Amortization expense for definite-lived intangible assets was $2.9 million and $5.7 million for the three and six months ended June 30, 2022, respectively, and $1.9 million and $2.8 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the Company expects to record the following amortization expense for definite-lived intangible assets:

(In thousands)	Amortization
For the Years Ending December 31,	Expense
2022 (6 months remaining)	$	5,005
2023		9,570
2024		8,745
2025		8,398
2026		7,975
Thereafter		28,284
Total	$	67,977

Interim impairment testing as of June 30, 2022

In the six months ended June 30, 2022, the Company experienced a significant decline in its market capitalization. In July 2022, the Company abandoned an in-process research and development project within the asset group acquired in the acquisition of Global Cooling and revised its forecasts for net income and net cash flows to be generated by that asset group. The Company determined that these three events constituted interim triggering events that required further analysis with respect to potential impairment to goodwill, indefinite-lived intangibles, and definite-lived intangibles. The Company performed an interim quantitative impairment test as of the June 30, 2022 balance sheet date.

To assess any potential impairment of goodwill, the Company compared the carrying value of its single reporting unit against its market capitalization, noting that the market capitalization exceeded the carrying value. As such, goodwill was not impaired as of June 30, 2022.

The abandonment of the aforementioned in-process research and development project resulted in a $8.0 million non-cash impairment charge during the three months ended June 30, 2022 in the line item intangible asset impairment charges in the Company's Unaudited Condensed Consolidated Statements of Operations, which represents the entirety of the asset’s carrying value.

In order to determine the fair value of our in-process research and development intangible assets not related to the abandoned project, the Company utilized an average of a discounted cash flow analysis and comparable public company analysis. The key assumptions associated with determining the estimated fair value include projected future revenue growth rates, earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, the terminal growth rate, and the discount rate. As a result of the changes in these assumptions, we recognized a $50.9 million non-cash impairment charge during the three months ended June 30, 2022 in the line item intangible asset impairment charges in the Company's Unaudited Condensed Consolidated Statements of Operations, which represents the difference between the estimated fair value of the Company’s in-process research and development intangible assets and their carrying value. The carrying value of these assets prior to the impairment charge was $59.4 million.

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In order to determine the fair value of the acquired technology, customer relationships, tradename, and non-compete definite-lived intangible assets, the Company utilized the excess earnings approach, distributor method, relief from royalty method, and with and without approach, respectively. The key assumptions associated with determining the estimated fair value include (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset. As a result of the analysis, we recognized non-cash impairment charges of $3.5 million, $1.5 million, $5.9 million, and $4,000 during the period ended June 30, 2022 for the acquired technology, customer relationships, tradename, and non-compete definite-lived intangible assets, respectively, in the line item intangible asset impairment charges in the Company's Unaudited Condensed Consolidated Statements of Operations, which represents the difference between the estimated fair value of the Company’s definite-lived intangible assets and their carrying values. The carrying value of the acquired technology, customer relationships, tradename, and non-compete definite-lived intangible assets were $31.2 million, $14.5 million, $32.0 million, and $1.3 million respectively prior to the impairment charges.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of the Company’s reporting unit, indefinite-lived intangible assets, and definite-lived intangible assets requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include projected future revenue growth rates, EBITDA margins, terminal growth rates, discount rates, royalty rates and other market factors. If current expectations of future growth rates, margins and cash flows are not met, or if market factors outside of our control change significantly, then our reporting unit, indefinite-lived intangible assets, and definite-lived intangible assets might become impaired in the future, negatively impacting our operating results and financial position. As the carrying amounts of the Company’s indefinite-lived and definite-lived intangible assets were impaired as of June 30, 2022 and written down to fair value, those amounts are more susceptible to an impairment risk if there are unfavorable changes in assumptions and estimates.

9. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following as of June 30, 2022 and December 31, 2021:

	June 30,		December 31,
(In thousands)	2022		2021
Accrued compensation	$	4,638	$	4,351
Accrued expenses		1,954		1,656
Deferred revenue, current		431		814
Accrued taxes		33		27
Other		131		294
Total accrued expenses and other current liabilities	$	7,187	$	7,142

10. Warranty reserve liability

We reserve estimated exposures on known claims, as well as anticipated claims, for product warranty and rework cost, based on historical product liability claims. Claim costs are deducted from the accrual when paid. Factors that could have an impact on the warranty accrual in any given period include the following: changes in manufacturing quality, changes in product costs, changes in product mix and any significant changes in sales volume.

A rollforward of our warranty liability is as follows:

	Six Months Ended
	June 30,
(In thousands)	2022			2021
Beginning balance	$	9,398		$	212
Warranty reserve acquired in the acquisition of Global Cooling		-			3,353
Provision for warranties		1,514			610
Settlements of warranty claims		(2,190	)		(761	)
Ending Balance	$	8,722		$	3,414

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11. Long-term debt

Long-term debt consisted of the following as of June 30, 2022 and December 31, 2021:

					June 30,			December 31,
(In thousands)	Maturity Date	Interest Rate			2022			2021
2022 term loan 1	Sep-24		4.0	%	$	1,750		$	1,750
2022 term loan 2	Various		4.0	%		2,896			2,813
Insurance premium financing	Apr-23		5.0	%		869			373
Freezer equipment loan	Dec-25		5.7	%		537			612
Manufacturing equipment loans	Oct-25		5.7	%		311			355
Freezer installation loan	Various		6.3	%		1,208			1,334
Other loans	Various	Various				7			9
Total debt, excluding unamortized debt issuance costs						7,578			7,246
Less: unamortized debt issuance costs						(27	)		(31	)
Total debt						7,551			7,215
Less: current portion						(1,363	)		(862	)
Total long-term debt					$	6,188		$	6,353

The 2022 term loans are secured by substantially all assets of Global Cooling. Equipment loans are secured by the financed equipment.

As of June 30, 2022, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:

(In thousands)	Amount
2022 (6 months remaining)	$	759
2023		1,165
2024		2,294
2025		543
2026		221
Thereafter		2,596
Total debt, excluding unamortized debt issuance costs		7,578
Less: unamortized debt issuance costs		(27	)
Total debt	$	7,551

12. Warrants

In March 2014, pursuant to a registered public offering and note conversion agreement with certain note holders, the Company issued warrants to purchase 6,910,283 shares of common stock at $4.75 per share. The warrants had an original expiration date of March 2021.

In May 2016, in connection with a credit facility, the Company issued a warrant to purchase 550,000 shares of common stock at $1.75 per share. The warrant was immediately exercisable and had an original expiration date of May 2021.

In May 2020, the Company entered into separate warrant exercise agreements with WAVI Holding AG and Taurus4757 GmbH pursuant to which the warrant holders immediately exercised their respective warrants via a “cashless” exercise as agreed to by the Company. As a result of the cashless exercise, the Company issued an aggregate of 2,747,970 shares of Company common stock upon cashless exercise of an aggregate of 3,871,405 warrants.

In March 2021, all remaining outstanding warrants were exercised via a “cashless” exercise. As a result of the cashless exercise, the Company issued an aggregate of 70,030 shares of Company common stock upon cashless exercise of an aggregate of 79,100 warrants.

The following table summarizes warrant activity for the six months ended June 30, 2022 and 2021:

	Six Months Ended June 30,
	2022					2021
	Shares		Wtd. Avg. Exercise Price		Shares			Wtd. Avg. Exercise Price
Beginning balance		-	$	-		79,100		$	4.75
Exercised		-		-		(79,100	)		4.75
Ending balance		-	$	-		-		$	-

19

13. Revenue

To determine revenue recognition for contractual arrangements that we determine are within the scope of Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contracts with Customers, we perform the following five steps: (i) identify each contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to our performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the relevant performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 90 days. During the three and six months ended June 30, 2022, the Company recognized approximately $382,000 and $456,000, respectively, of revenue that was included in the deferred revenue balance at the beginning of the year.

The Company primarily recognizes product revenues, service revenues, and rental revenues. Product revenues are generated from the sale of cell processing tools, freezers, thawing devices, and cold chain products. We recognize product revenue, including shipping and handling charges billed to customers, at a point in time when we transfer control of our products to our customers, which is upon shipment for substantially all transactions. Shipping and handling costs are classified as part of cost of product revenue in the Consolidated Statements of Operations. Service revenue is generated from the storage of biological and pharmaceutical materials. We recognize service revenue over time as services are performed or ratably over the contract term. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of and during the three and six months ended June 30, 2022.

The Company also generates revenue from the leasing of our property, plant, and equipment, operating right-of-use assets, and evo cold chain systems within its storage and storage services product line to customers pursuant to service contracts or rental arrangements entered into with the customer. Revenue from these arrangements is not within the scope of FASB ASC Topic 606 as it is within the scope of FASB ASC Topic 842, Leases. All customers leasing shippers currently do so under month-to-month rental arrangements. We account for these rental transactions as operating leases and record rental revenue on a straight-line basis over the rental term.

The Company enters into various customer service agreements (collectively, “Service Contracts”) with customers to provide biological and pharmaceutical storage services. In certain of these Service Contracts, the property, plant, and equipment or operating right-of-use assets used to store the customer product are used only for the benefit of one customer. This is primarily driven by the customer’s desire to ensure that sufficient storage capacity is available in a specific geographic location for a set period of time. These agreements may include extension and termination clauses. These Service Contracts do not allow for customers to purchase the underlying assets.

The Company has assessed its Service Contracts and concluded that certain of the contracts for the storage of customer products met the criteria to be considered a leasing arrangement (“Embedded Leases”), with the Company as the lessor. The specific Service Contracts that met the criteria were those that provided a single customer with the ability to substantially direct the use of the Company’s property, plant, and equipment or operating right-of-use assets.

Under ASC 842, consistent with the previous guidance, the Company will continue to recognize operating right-of-use asset embedded lessor arrangements on its Unaudited Condensed Consolidated Balance Sheets in operating right-of-use assets.

None of the Embedded Leases identified by the Company qualify as a sales-type or direct finance lease. None of the operating leases for which the Company is the lessor include options for the lessee to purchase the underlying asset at the end of the lease term or residual value guarantees, nor are any such operating leases with related parties.

20

 

Embedded Leases may contain both lease and non-lease components. We have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component as the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. Non-lease components of the Company’s rental arrangements include reimbursements of lessor costs.

Total bioproduction tools and services revenue for the three and six months ended June 30, 2022 and 2021 were comprised of the following:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except percentages)	2022		2021		2022		2021
Product revenue
Freezer and thaw	$	18,670	$	17,564	$	34,005	$	22,411
Cell processing		15,356		9,699		30,254		18,626
Storage and storage services		144		205		299		207
Service revenue
Storage and storage services		3,698		1,963		6,787		4,167
Rental revenue
Storage and storage services		2,665		1,773		5,407		2,640
Total revenue	$	40,533	$	31,204	$	76,752	$	48,051

The following table includes estimated rental revenue expected to be recognized in the future related to embedded leases as well as estimated service revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting periods. The Company is electing not to disclose the value of the remaining unsatisfied performance obligation with a duration of one year or less as permitted by the practical expedient in ASU 2014-09, Revenue from Contracts with Customers. The estimated revenue in the following table does not include contracts with the original durations of one year or less, amounts of variable consideration attributable to royalties, or contract renewals that are unexercised as of June 30, 2022.

The balances in the table below are partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts:

	Year Ending December 31,
(In thousands)	2022 (6 months remaining)		2023		2024		Total
Rental revenue	$	3,901	$	3,735	$	900	$	8,536
Service revenue	$	151	$	188	$	10	$	349

14. Share-based compensation  

Service vesting-based stock options

The following is a summary of service vesting-based stock option activity for the June 30, 2022, and the status of service vesting-based stock options outstanding as of June 30, 2022:

	Six Months Ended
	June 30, 2022
	Shares			Wtd. Avg. Exercise Price
Outstanding as of beginning of year		624,531		$	2.13
Exercised		(154,504	)		1.95
Outstanding as of June 30, 2022		470,027		$	2.19
Stock options exercisable as of June 30, 2022		470,027		$	2.19

21

 

We recognized stock compensation expense related to service-based options of zero during the three and six months ended June 30, 2022 and $6,000 and $15,000 during the three and six months ended June 30, 2021, respectively. As of June 30, 2022, there was $5.5 million of aggregate intrinsic value of outstanding and exercisable service vesting-based stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the year and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on June 30, 2022. This amount will change based on the fair market value of the Company’s stock. Intrinsic value of service vesting-based awards exercised was $390,000 and $3.9 million during the three and six months ended June 30, 2022, respectively, and $475,000 and $3.8 million during the three and six months ended June 30, 2021, respectively. There were no service based-vesting options granted during the three and six months ended June 30, 2022. The weighted average remaining contractual life of service vesting-based options outstanding and exercisable as of June 30, 2022 is 3.3 years. There were no unrecognized compensation costs for service vesting-based stock options as of June 30, 2022.

Performance-based stock options

No stock compensation expense was recognized during the three and six months ended June 30, 2022 and 2021 related to performance-based options. There were no performance-based stock options exercised in the three and six months ended June 30, 2022. The intrinsic value of performance-based awards exercised was $6.9 million and $9.8 million during the three and six months ended 2021, respectively. There were no stock options granted to employees and non-employee directors in the three and six months ended June 30, 2022 and 2021.

Restricted stock

Service vesting-based restricted stock

The following is a summary of service vesting-based restricted stock activity for the six months ended June 30, 2022, and the status of unvested service vesting-based restricted stock outstanding as of June 30, 2022:

	Six Months Ended
	June 30, 2022
	Shares			Wtd. Avg. Grant Date Fair Value
Outstanding as of beginning of year		1,212,783		$	37.48
Granted		372,069			23.72
Vested		(282,317	)		34.65
Forfeited		(55,802	)		45.38
Non-vested as of June 30, 2022		1,246,733		$	33.65

The aggregate fair value of the service vesting-based awards granted was $883,000 and $8.8 million during the three and six months ended June 30, 2022, respectively, and $2.4 million and $4.6 million during the three and six months ended June 30, 2021, respectively. The aggregate fair value of the service vesting-based awards that vested was $2.0 million and $7.0 million during the three and six months ended June 30, 2022, respectively, and $2.5 million and $5.2 million during the three and six months ended June 30, 2021, respectively.

We recognized stock compensation expense related to service vesting-based awards of $4.7 million and $9.4 million during the three and six months ended June 30, 2022, respectively, and $2.1 million and $3.5 million during the three and six months ended June 30, 2021, respectively. As of June 30, 2022, there was $35.8 million in unrecognized compensation costs related to service vesting-based awards. We expect to recognize those costs over 2.7 years.

Market-based restricted stock

The following is a summary of market-based restricted stock activity under our stock option plan for the six months ended June 30, 2022 and the status of market-based restricted stock outstanding as of June 30, 2022:

	Six Months Ended
	June 30, 2022
	Shares			Wtd. Avg. Grant Date Fair Value
Outstanding as of beginning of year		139,756		$	19.86
Granted		349,568			22.66
Vested		(218,280	)		10.95
Non-vested as of June 30, 2022		271,044		$	30.64

22

 

On March 25, 2020, the Company granted 109,140 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on Total Shareholder Return (“TSR”). The TSR market condition measures the Company’s performance against a peer group. On February 24, 2022, the Company’s Compensation Committee determined the TSR attainment was 200% of the targeted shares and 218,280 shares were granted and immediately vested to the executives of the Company based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined at the grant date using a Monte Carlo simulation with the following assumptions: a historical volatility of 78%, 0% dividend yield and a risk-free interest rate of 0.3%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $1.2 million was expensed on a straight-line basis over the grant date to the vesting date of December 31, 2021.

On February 8, 2021, the Company granted 30,616 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 68%, 0% dividend yield and a risk-free interest rate of 0.1%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $1.3 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2022.

On February 24, 2022, the Company granted 240,428 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 63%, 0% dividend yield and a risk-free interest rate of 1.5%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $6.7 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2023.

We recognized stock compensation expense of $1.2 million and $1.8 million related to market-based restricted stock awards for the three and six months ended June 30, 2022, respectively, and $441,000 and $726,000 during the three and six months ended June 30, 2021, respectively. As of June 30, 2022, there was $5.7 million in unrecognized non-cash compensation costs related to market-based restricted stock awards expected to vest. We expect to recognize those costs over 1.4 years.

The aggregate fair value of the market-based awards granted was zero and $6.7 million during the three and six months ended June 30, 2022, respectively, and $261,000 and $1.8 million during the three and six months ended June 30, 2021, respectively. The aggregate fair value of the market-based awards that vested was zero and $5.0 million during the three and six months ended June 30, 2022, respectively, and zero and $10.2 million during the three and six months ended June 30, 2021, respectively.

Total stock compensation expense

We recorded total stock compensation expense for the three and six months ended June 30, 2022 and 2021, as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Research and development costs	$	714	$	437	$	1,391	$	620
Sales and marketing costs		738		269		1,443		453
General and administrative costs		3,719		1,667		6,729		2,646
Cost of revenue		802		147		1,809		305
Total	$	5,973	$	2,520	$	11,372	$	4,024

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15. Acquisitions

Sexton acquisition

General terms and effects

On August 9, 2021, BioLife entered into an Agreement and Plan of Merger (the “Sexton Merger Agreement”) with BLFS Merger Sub, Inc., a Delaware corporation (“Sexton Merger Sub”), Fortis Advisors LLC, in its capacity as the representative of the stockholders of Sexton (the “Sexton Seller Representative”) and Sexton, a Delaware corporation. The acquisition strengthens BioLife’s offerings in the cell and gene therapy and broader biopharma markets.

On September 1, 2021, the Company completed the merger of Sexton Merger Sub with and into Sexton and Sexton became a wholly-owned subsidiary of the Company (the “Sexton Merger”). As consideration for the Sexton Merger (the “Sexton Merger Consideration”), holders of common stock, preferred stock and options of Sexton, other than the Company (collectively, the “Sexton Participating Holders”), are entitled to receive an aggregate of 530,502 newly issued shares of the Company’s common stock, subject to certain post-closing adjustments, of which 477,452 shares of Common Stock were issued to the Sexton Participating Holders at the Closing, and 53,050 shares of Common Stock, or approximately 10% of the Merger consideration, were deposited into an escrow account for indemnification and post-closing purchase price adjustment purposes. Prior to the merger, the Company held preferred stock in Sexton, which was accounted for using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of the same issuer. The Company accounted for the merger as a step acquisition, which required remeasurement of the Company’s existing ownership in Sexton to fair value prior to completing the acquisition method of accounting. Using step acquisition accounting, the Company increased the value of its existing equity interest to its fair value, resulting in the recognition of a non-cash gain of $6.5 million. The Company utilized a market-based valuation approach to determine the fair value of the existing equity interest based on the total merger consideration offered and the Company’s stock price at acquisition.

Total consideration transferred (in thousands, except number of shares and stock price):

Merger consideration shares		530,502
BioLife stock price (as of September 1, 2021)	$	60.50
Value of issued shares	$	32,095
plus: Fair value of BioLife’s existing investment in Sexton	$	7,951
less: Net working capital adjustment	$	(118	)
Merger Consideration	$	39,928

Transaction costs related to the acquisition are expensed as incurred and are not included in the calculation of consideration transferred.

Fair value of net assets acquired

Under the acquisition method of accounting, the assets acquired and liabilities assumed from Sexton were calculated as of the merger date, at their respective fair values, and consolidated with those of BioLife. The gross contractual accounts receivable acquired in the acquisition was $509,000. Of the acquired accounts receivable, $17,000 is estimated to be uncollectable. The fair value calculations required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates.

24

 

The table below represents the fair value of the net assets acquired and liabilities assumed, which were recorded as of the merger date (amounts in thousands).

Cash	$	1,516
Accounts receivable, net		492
Inventories		1,310
Prepaid expenses and other current assets		670
Property, plant and equipment, net		737
Operating lease right-of-use assets, net		470
Developed technology		4,132
Customer relationships		2,276
Tradenames		2,324
Non-compete agreements		90
Goodwill		28,470
Accounts payable		(291	)
Lease liabilities, operating		(470	)
Deferred tax liability		(1,482	)
Other liabilities		(316	)
Fair value of net assets acquired	$	39,928

We recorded a measurement period adjustment in the fourth quarter of the year ended December 31, 2021 of $198,000 to the fair value of goodwill and the deferred tax liability. This adjustment related to the tax attributes of the business combination.

The fair value of Sexton’s identifiable intangible assets and useful lives are as follows (amounts in thousands, except years):

	Fair Value		Useful Life (Years)
Developed technology	$	4,132		5	-	9
Customer relationships		2,276			2
Tradenames		2,324			11
Non-compete agreements		90			1
Total identifiable intangible assets	$	8,822

Fair value measurement methodologies used to calculate the value of any asset can be broadly classified into one of three approaches, referred to as the cost, market and income approaches. In any fair value measurement analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the fair value measurement of that asset. The estimated fair values of developed technology were estimated using a multi-period excess earnings approach. The estimated fair values of customer relationships and non-compete agreements were estimated using a “with and without” approach, comparing projected cash flows under scenarios assuming the customer relationships and non-compete agreements were and were not in place. The estimated fair value of the tradenames is based on the relief from royalty method, which estimates the value of the trade names based on the hypothetical royalty payments that are saved by owning the asset.

Some of the more significant assumptions inherent in the development of intangible asset fair values, from the perspective of a market participant, include, but are not limited to (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset.

Acquired goodwill

The goodwill of $28.5 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. The goodwill recorded is not deductible for income tax purposes.

Global Cooling acquisition

General terms and effects

On March 19, 2021, the Company entered into an Agreement and Plan of Merger (the “GCI Merger Agreement”) with BLFS Merger Subsidiary, Inc., a Delaware corporation (“GCI Merger Sub”), Global Cooling, a Delaware corporation and Albert Vierling and William Baumel, in their capacity as the representatives of the stockholders of GCI (collectively, the “GCI Seller Representative”). The acquisition strengthens BioLife’s offerings in the cell and gene therapy and broader biopharma markets.

On May 3, 2021, pursuant to the GCI Merger Agreement, subject to the terms and conditions set forth therein, the transactions contemplated by the GCI Merger Agreement were consummated (the “GCI Closing”), GCI Merger Sub merged with and into GCI (the “GCI Merger” and, together with other transactions contemplated by the GCI Merger Agreement, the “GCI Transactions”), with GCI continuing as the surviving corporation in the GCI Merger and a wholly-owned subsidiary of the Company. In the GCI Merger, all of the issued and outstanding shares of capital stock of GCI immediately prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (other than those properly exercising any applicable dissenter’s rights under Delaware law) were converted into the right to receive the GCI Merger Consideration (as defined below). The Company paid the GCI Merger Consideration to the holders of common stock and preferred stock of GCI (collectively, the “GCI Stockholders”).

25

 

Merger consideration

The aggregate merger consideration paid pursuant to the GCI Merger Agreement to the GCI Stockholders was 6,646,870 newly issued shares of common stock, provided, however, that the GCI Merger Consideration otherwise payable to GCI Stockholders is subject to the withholding of the GCI Escrow Shares (as defined below) and is subject to reduction for indemnification obligations. The GCI Merger Consideration allocable to one GCI stockholder was reduced by 10,400 shares to satisfy an outstanding note receivable of $374,000. In accordance with ASC 805, the Company recognized the settlement of pre-existing relationships in the forms of cash deposits, trade receivables, and trade payables, which are included in the consideration transferred. The GCI Merger Consideration is not subject to any purchase price adjustments.

Total consideration transferred (in thousands, except number of shares, stock price, and consideration percentage):

BioLife shares outstanding (as of March 19, 2021)		33,401,359
Merger consideration percentage		19.9	%
Merger consideration shares		6,646,870
less: Merger consideration shares withheld to satisfy outstanding GCI stockholder obligations to GCI		10,400
Subtotal		6,636,470
BioLife stock price (as of May 3, 2021)	$	35.07
Value of issued shares	$	232,741
plus: Settlement of BioLife prepaid deposits	$	2,152
plus: Net settlement of BioLife accounts receivable	$	16
Merger Consideration	$	234,909

Transaction costs related to the acquisition are expensed as incurred and are not included in the calculation of consideration transferred.

Escrow shares

At the GCI Closing, approximately nine percent (9%) of the GCI Merger Consideration (the “Escrow Shares”, along with any other dividends, distributions or other income on the GCI Escrow Shares, the “GCI Escrow Property”) otherwise issuable to the GCI Stockholders (allocated pro rata among the GCI Stockholders based on the GCI Merger Consideration otherwise issuable to them at the GCI Closing), was deposited into a segregated escrow account in accordance with an escrow agreement to be entered into in connection with the GCI Transactions (the “GCI Escrow Agreement”).

The GCI Escrow Property will be held for a period of up to twenty-four (24) months after the GCI Closing as the sole and exclusive source of payment for any post-GCI Closing indemnification claims (other than fraud claims), unless earlier released in accordance with the terms of the GCI Escrow Agreement.

Fair value of net assets acquired

Under the acquisition method of accounting, the assets acquired and liabilities assumed from Global Cooling were calculated as of the merger date, at their respective fair values, and consolidated with those of BioLife. The gross contractual accounts receivable acquired in the acquisition was $7.1 million. Of the acquired accounts receivable, $53,000 was estimated to be uncollectable. The fair value calculations required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates.

26

 

The table below represents the fair value of the net assets acquired and liabilities assumed, which were recorded as of the merger date (amounts in thousands).

Cash	$	43
Accounts receivable, net		7,076
Inventories		15,547
Prepaid expenses and other current assets		639
Property, plant and equipment, net		3,512
Operating lease right-of-use assets, net		1,741
Financing lease right-of-use assets, net		114
Long-term deposits and other assets		4
Developed technology		18,140
Customer relationships		7,020
Tradenames		26,640
Non-compete agreements		1,240
In-process research and development		67,440
Goodwill		137,822
Accounts payable		(9,837	)
Line of credit		(4,231	)
Lease liabilities, operating		(1,880	)
Lease liabilities, financing		(114	)
Long-term debt		(4,410	)
Deferred tax liability		(24,133	)
Other liabilities		(7,464	)
Fair value of net assets acquired	$	234,909

We recorded a measurement period adjustment in the fourth quarter of the year ended December 31, 2021 of $607,000 to the fair value of goodwill and the deferred tax liability. This adjustment related to the tax attributes of the business combination.

The fair value of Global Cooling’s identifiable intangible assets and useful lives are as follows (amounts in thousands, except years):

	Fair Value		Useful Life (Years)
Developed technology	$	18,140		6
Customer relationships		7,020		12
Tradenames		26,640		15
Non-compete agreements		1,240		4
In-process research and development		67,440		N/A
Total identifiable intangible assets	$	120,480

Fair value measurement methodologies used to calculate the value of any asset can be broadly classified into one of three approaches, referred to as the cost, market and income approaches. In any fair value measurement analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the fair value measurement of that asset. The fair values of developed technology and in-process research and development were estimated using a multi-period excess earnings approach. The fair values of customer relationships were estimated using the “distributor method”. The fair value of the tradenames is based on the relief from royalty method, which estimates the value of the trade names based on the hypothetical royalty payments that are saved by owning the asset. The fair values of non-compete agreements were estimated using a “with and without” approach, comparing projected cash flows under scenarios assuming the non-compete agreements were and were not in place. The fair value of inventory and property, plant and equipment were determined using the “market approach”.

Some of the more significant assumptions inherent in the development of intangible asset fair values, from the perspective of a market participant, include, but are not limited to (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset.

In July 2022, the Company abandoned an in-process research and development project within the asset group acquired in the acquisition of Global Cooling and revised its forecasts for net income and net cash flows to be generated by that asset group. The Company determined that these events constituted interim triggering events that required further analysis with respect to potential impairment to indefinite-lived intangibles and definite-lived intangibles. The Company performed an interim quantitative impairment test as of the June 30, 2022 balance sheet date, noting that the values of indefinite-lived intangibles and definite-lived intangibles were impaired by $58.9 million and $11.0 million, respectively. See Note 8 – “Goodwill and intangible assets” for details.

Acquired goodwill

The goodwill of $137.8 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. The goodwill recorded is not deductible for income tax purposes.

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Pro forma presentation

The following unaudited pro forma financial information presents the combined results of operations of Sexton as if the acquisition had occurred on January 1, 2021 after giving effect to certain pro forma adjustments. These pro forma adjustments include intangible amortization, stock-based compensation expense and salary expense related to a key employee, and the income tax effect of the adjustments made:

	Three Months Ended June 30,		Six Months Ended June 30,
	2021		2021
(In thousands)	(unaudited)		(unaudited)
Total revenue	$	32,810	$	50,665
Net (loss) income	$	7,085	$	5,162

The following unaudited pro forma financial information presents the combined results of operations of Global Cooling as if the acquisition had occurred on January 1, 2021 after giving effect to certain pro forma adjustments. These pro forma adjustments include intangible amortization, amortization of increased inventory basis, depreciation expense, lease expense, transaction costs, interest expense, stock-based compensation expense and salary expense related to a key employee, and the income tax effect of the adjustments made:

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021
(In thousands)	(unaudited)			(unaudited)
Total revenue	$	51,035		$	85,985
Net income (loss)	$	(4,141	)	$	(6,095	)

16. Income taxes

The Company accounts for income taxes under ASC Topic 740 – Income Taxes. Under this standard, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company’s tax provision for interim periods is determined using an estimate of the annual effective income tax rate, adjusted for discrete items, if any, that occur in the relevant period. The income tax benefit of $4.3 million for the six months ended June 30, 2022 resulted in an effective income tax rate of 5%. Included in the $4.3 million were discrete tax benefits of $235,000 related to stock compensation windfall tax benefits offset by an increase in the valuation allowance.

The Company’s US projected effective income tax rate without discrete items was 5%, which is lower than the US federal statutory rate of 21% primarily due to the impact of a projected valuation allowance on net operating loss carryforwards and non-deductible executive compensation offset by state tax benefits and research tax credits.

Realization of deferred tax assets is dependent upon the generation of future taxable income, the timing and amount of which are uncertain. In determining the need for a valuation allowance, the Company’s management evaluates both positive and negative evidence when concluding whether it is more likely than not that deferred tax assets are realizable. After reviewing the evidence available, the Company’s management believes there is uncertainty regarding the future realizability of the U.S. net operating loss carryforward and is projecting a full valuation allowance of $21.6 million by year end. If operating results improve and projections indicate future utilization of the tax attributes, all or a portion of the valuation allowance would be released, resulting in a corresponding non-cash income tax benefit.

17. Net (loss) income per common share

The Company considers its unexercised warrants and unvested restricted shares, which contain non-forfeitable rights to dividends, participating securities, and includes such participating securities in its computation of earnings per share pursuant to the two-class method. Basic earnings per share for the two classes of stock (common stock and warrants) is calculated by dividing net loss by the weighted average number of shares of common stock and warrants outstanding during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two-class method and the treasury stock method, whichever is more dilutive. In periods when we have a net loss, common stock equivalents are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect.

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The following table presents computations of basic and diluted earnings per share under the two-class method:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands, except share and earnings per share data)	2022			2021			2022			2021
Basic earnings (loss) per common share Numerator:
Net (loss) income	$	(72,554	)	$	7,876		$	(79,620	)	$	6,758
Amount attributable to unvested restricted shares		-			-			-			(7	)
Amount attributable to warrants outstanding		-			(215	)		-			(208	)
Net (loss) income allocated to common shareholders		(72,554	)		7,661			(79,620	)		6,543
Denominator:
Weighted-average common shares issued and outstanding		42,460,189			38,072,712			42,238,355			35,668,124
Basic (loss) earnings per common share	$	(1.71	)	$	0.20		$	(1.89	)	$	0.18
Diluted earnings (loss) per common share Numerator:
Net (loss) income	$	(72,554	)	$	7,876		$	(79,620	)	$	6,758
Amount attributable to unvested restricted shares		-			(208	)		-			(200	)
Amount attributable to warrants		-			-			-			(7	)
Less: gain related to change in fair value of warrants		-			-			-			-
Diluted (loss) earnings per common share		(72,554	)		7,668			(79,620	)		6,551
Denominator:
Weighted-average common shares issued and outstanding		42,460,189			38,072,712			42,238,355			35,668,124
Dilutive potential common shares from:
Stock options		-			1,249,810			-			1,436,767
Restricted shares		-			1,067,576			-			1,134,003
Warrants		-			-			-			36,709
Diluted weighted average shares issued and outstanding		42,460,189			40,390,098			42,238,355			38,275,603
Diluted (loss) earnings per common share	$	(1.71	)	$	0.19		$	(1.89	)	$	0.17

The following table sets forth the number of weighted-average common shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive: 

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Stock options and restricted stock awards		1,942,812		-		2,767,841		-
Total		1,942,812		-		2,767,841		-

18. Commitments and contingencies

Employment agreements

We have employment agreements with certain key employees. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the employee or upon the employee resigning for good reason.

Litigation

From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, none of which are currently material to the Company’s business. The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any significant pending or threatened litigation.

Indemnification

As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain errors and occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of June 30, 2022.

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19. Employee benefit plan

The Company sponsors 401(k) defined contribution plans for its employees. These plans provide for pre-tax and post-tax contributions for all employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to these plans, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company matches employee contributions in amounts to be determined at the Company’s sole discretion. The Company made $301,000 and $527,000 in contributions to the plan for the three and six months ended June 30, 2022, respectively, and $216,000 and $350,000 for the three and six months ended June 30, 2021, respectively.

20. Subsequent events

The Company has evaluated events subsequent to June 30, 2022 through the date of this filing to assess the need for potential recognition or disclosure. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the Unaudited Condensed Consolidated Financial Statements.

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Item 2. Management’s discussion and analysis of financial condition and results of operations

Forward looking statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about our products, including our newly acquired products, customers, regulatory approvals, the potential utility of and market for our products and services, our ability to implement our business strategy and anticipated business and operations, in particular following our 2021, 2020, and 2019 acquisitions, future financial and operational performance, our anticipated future growth strategy, including the acquisition of synergistic cell and gene therapy manufacturing tools and services or technologies or other companies or technologies, capital requirements, intellectual property, suppliers, joint venture partners, future financial and operating results, the impact of the COVID-19 pandemic, plans, objectives, expectations and intentions, revenues, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, regulatory filings and requirements, the estimated potential size of markets, capital requirements, the terms of any capital financing agreements, cost savings, objectives of management and other statements that are not historical facts. You can find many of these statements by looking for words like “believes”, “expects”, “anticipates”, “estimates”, “may”, “should”, “will”, “could”, “plan”, “intend”, or similar expressions in this Quarterly Report on Form 10-Q. We intend that such forward-looking statements be subject to the safe harbors created thereby.

These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our Form 10-K as of and for the fiscal year ended December 31, 2021 filed with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Overview

Management’s discussion and analysis provides additional insight into the Company and is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2021 filed with the SEC.

We are a life sciences company that develops, manufactures, and markets bioproduction tools and services to the cell and gene therapy (“CGT”) industry and broader biopharma market, which are designed to improve quality and de-risk biologic manufacturing, storage, distribution, and transportation. Our products are used in basic and applied research and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, and distribution.

Our current portfolio of bioproduction tools and services are comprised of three revenue lines that contain seven main offerings: (i) cell processing (including biopreservation media for the preservation of cells and tissues, human platelet lysate media for the supplementation of cell expansion, cryogenic vials and automated fill machines that provide high-quality, efficient, and precise mixes of solutions), (ii) freezers and thaw systems (including a full line of mechanical ultra-low temperature (“ULT”), isothermal, and liquid nitrogen freezers and accessories, automated thaw devices which provide controlled, consistent thawing of frozen biologics in vials and cryobags), and (iii) storage and storage services (including biological and pharmaceutical storage services, and “smart”, cloud connected devices for transporting biologic payloads).

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We currently operate as one bioproduction tools and services business which supports several steps in the biologic material manufacturing and delivery process. We have a diversified portfolio of tools and services that focus on biopreservation, cell processing, frozen biologic storage products and services, cold-chain transportation, and thawing of biologic materials. We have in-house expertise in cryobiology and continue to capitalize on opportunities to maximize the value of our product platform for our extensive customer base through both organic growth innovations and acquisitions.

Our products

Our bioproduction tools and services are comprised of three revenue lines that contain seven main offerings:

●	Cell processing
	○	Biopreservation media
	○	Human platelet lysate media (“hPL”), cryogenic vials, and automated cell-processing fill machines
●	Freezers and thaw systems
	○	Ultra-low temperature freezers
	○	Cryogenic freezers and accessories
	○	Automated thawing devices
●	Storage and storage services
	○	Biological and pharmaceutical material storage
	○	Cloud connected “smart” shipping containers

Biopreservation media

Our proprietary biopreservation media products, HypoThermosol® FRS and CryoStor®, are formulated to mitigate preservation-induced, delayed-onset cell damage and death, which result when cells and tissues are subjected to reduced temperatures. Our technology can provide our customers with significant shelf-life extension of biologic source material and final cell products, and can also greatly improve post-preservation cell and tissue viability and function. Our biopreservation media is serum-free, protein-free, fully defined, and manufactured under current Good Manufacturing Practices (cGMP). We strive to source wherever possible, the highest available grade, multi-compendium raw materials. We estimate our media products have been incorporated in more than 550 customer clinical applications, including numerous chimeric antigen receptor (CAR) T cell and other cell types.

Stability (i.e. shelf-life) and functional recovery are crucial aspects of academic research and clinical practice in the biopreservation of biologic-based source material, intermediate derivatives, and isolated/derived/expanded cellular products and therapies. Limited stability is especially critical in the CGT field, where harvested cells and tissues will lose viability over time, if not maintained appropriately at normothermic body temperature (37ºC) or stored in a hypothermic state in an effective preservation medium. Chilling (hypothermia) is used to reduce metabolism and delay degradation of harvested cells and tissues. However, subjecting biologic material to hypothermic environments induces damaging molecular stress and structural changes. Although cooling successfully reduces metabolism (i.e., lowers demand for energy), various levels of cellular damage and death occur when using suboptimal methods. Traditional biopreservation media range from simple “balanced salt” (electrolyte) formulations to complex mixtures of electrolytes, energy substrates such as sugars, osmotic buffering agents and antibiotics. The limited stability, which results from the use of these traditional biopreservation media formulations, is a significant shortcoming that our optimized proprietary products address with great success.

Our scientific research activities over the last 30+ years enabled a detailed understanding of the molecular basis for the hypothermic and cryogenic (low-temperature induced) damage/destruction of cells through apoptosis and necrosis. This research led directly to the development of our HypoThermosol® FRS and CryoStor® technologies. Our proprietary biopreservation media products are specifically formulated to: 

● Minimize cell and tissue swelling

● Reduce free radical levels upon formation

● Maintain appropriate low temperature ionic balances

● Provide regenerative, high energy substrates to stimulate recovery upon warming

● Avoid the creation of an acidic state (acidosis)

● Inhibit the onset of apoptosis and necrosis

A key feature of our biopreservation media products is their “fully-defined” profile. All of our cGMP products are serum-free, protein-free and are formulated and filled using aseptic processing. We strive to use USP/Multicompendial grade or the highest quality available synthetic components. All of these features benefit prospective customers by facilitating the qualification process required to incorporate our products into their regulatory filings.

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The results of independent testing demonstrate that our biopreservation media products significantly extend shelf-life and improve cell and tissue post-thaw viability and function. Our products have demonstrated improved biopreservation outcomes, including greatly extended shelf-life and post-thaw viability, across a broad array of cell and tissue types.

Competing biopreservation media products are often formulated with simple isotonic media cocktails, animal serum, potentially a single sugar or human protein. A key differentiator of our proprietary HypoThermosol FRS formulation is the engineered optimization of the key ionic component concentrations for low temperature environments, as opposed to normothermic body temperature around 37°C, as found in culture media or saline-based isotonic formulas. Competing cryopreservation freeze media is often comprised of a single permeating cryoprotectant such as dimethyl sulfoxide (“DMSO”). Our CryoStor formulations incorporate multiple permeating and non-permeating cryoprotectant agents which allow for multiple mechanisms of protection and reduces the dependence on a single cryoprotectant. We believe that our products offer significant advantages over in-house formulations, or commercial “generic” preservation media, including, time saving, improved quality of components, more rigorous quality control release testing, more cost effective and improved preservation efficacy.

We estimate that annual revenue from each customer commercial application in which our products are used could range from $500,000 to $2.0 million, if such application is approved and our customer commences large scale commercial manufacturing of the biologic based therapy.

Human platelet lysate media, cryogenic vials and automated cell-processing fill machines

In September 2021, we acquired Sexton Biotechnologies, Inc., a producer of bioproduction tools. Sexton's bioproduction tools portfolio includes hPL for cell expansion reducing risk and improving downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal® closed system vials that are purpose-built rigid containers used in CGT that can be filled manually or with high throughput systems, and automated cell processing machines bring multiple processes traditionally performed by manual techniques under a higher level of control to protect therapies from loss or contamination.

Compressor-free ULT freezers

In May 2021, we acquired Global Cooling, Inc. (“Global Cooling”), a manufacturer of class defining ultra-low temperature freezers. Global Cooling carries a portfolio of freezers that range in size from portable units to stationary upright freezers to accommodate a wide variety of use cases. Users can configure these freezers to achieve temperatures between -20°C and -86°C. The portfolio was designed to be environmentally friendly and energy efficient, using as little as 2.8 kWh/day at temperatures of -80°C. The freezers do not use compressor-based or cascade refrigeration systems. Instead, they use patented free-piston Stirling engine technology that uses fewer moving parts, resulting in maintenance cost savings for end users.

Liquid nitrogen freezers and storage devices

In November 2019, we acquired Custom Biogenic Systems, Inc. (“CBS”) a global leader in the design and manufacture of state-of-the-art liquid nitrogen laboratory freezers, cryogenic equipment and accessories.

Included in CBS’s product line of liquid nitrogen freezers are controlled-rate freezers and Isothermal LN2 freezers, constructed with a patented system which stores liquid nitrogen in a jacketed space in the walls of the freezer. This dry storage method eliminates liquid nitrogen contact with stored specimens, reduces the risk of cross-contamination and provides increased user safety in a laboratory setting. To accommodate customer requirements, we offer customizable features including wide bodied and extended height.

To accompany the offerings of cryogenic freezer equipment, we supply equipment for storing critically important biological materials. This storage equipment includes upright freezer racks, chest freezer racks, liquid nitrogen freezer racks, canisters/cassettes and frames as well as laboratory boxes and dividers. Due to our onsite design and manufacturing capability, racks and canisters can be customized to address customers’ varying requirements.

In order to provide customers with a proactive approach to safety and monitoring of equipment containing liquefied gas, CBS offers Versalert, a patented wireless remote asset monitoring system that can monitor and record temperatures. Versalert has an intelligent mesh network system that enables customers to view current equipment conditions and receive alarm notification on smartphones, tablets or personal computers and maintain permanent electronic records for regulatory compliance and legal verification.

Automated, water-free thawing products

In April 2019, we acquired Astero Bio Corporation (“Astero”). The Astero ThawSTAR® line includes automated vial and cryobag thawing products that control the heat and timing of the thawing process of biologic material. Our customizable, automated, water-free thawing products uses algorithmic programmed, heating plates to consistently bring biologic material from a frozen state to a liquid state in a controlled and consistent manner. This helps reduce cell structure damage during the temperature transition. The ThawSTAR® products can reduce risks of contamination versus using a traditional water bath.

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Biological and pharmaceutical storage

In October 2020, we acquired SciSafe Holdings, Inc. (“SciSafe”), a premier provider of biological and pharmaceutical storage. In addition to providing storage services, SciSafe provides cold chain logistics that ensures materials are kept at target temperatures from the moment that the materials leave the customer’s premises to their ultimate return. State-of-the-art monitoring systems employed by SciSafe allow for customers to monitor the storage temperatures of their materials throughout the entire logistics chain.

We operate six storage facilities in the USA and one facility in the Netherlands.

evo® cloud connected shipping containers

In August 2019, we acquired the remaining shares of SAVSU Technologies, Inc. (“SAVSU”) we did not previously own. SAVSU is a leading developer and supplier of next generation cold chain management tools for cell and gene therapies. The evo.is cloud app allows biologic products to be traced and tracked in real time. Our evo platform consists of rentable cloud-connected shippers and include technologies that enable tracking software provides real-time information on geolocation, payload temperature, ambient temperature, tilt of shipper, humidity, altitude, and real-time alerts when a shipper has been opened. Our internally developed evo.is software allows customers to customize alert notifications both in data measurements and user requirements. The evo Dry Vapor Shipper (“DVS”) has an improved form factor and ergonomics over traditional dewars, including extended thermal performance, reduced liquid nitrogen recharge time, improved payload extractors and ability to maintain temperature for longer periods during transit or otherwise in a non-upright orientation.

We utilize couriers who already have established logistic channels and distribution centers. Our strategy greatly reduces the cash need to build out specialized facilities around the world. Our partnerships with several white glove couriers allow us to scale our sales and marketing effort by utilizing their salesforce. Our courier partnerships market our evo platform to their existing cell and gene therapy customers as a cost effective and innovative solution. We also market directly to our existing and prospective customers who can utilize the evo platform through our courier partnerships.

Critical accounting policies and estimates

A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a description of our critical accounting policies that affect our more significant judgments and estimates used in the preparation of our Unaudited Condensed Consolidated Financial Statements, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and our significant accounting policies in Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC and Note 1 to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on form 10-Q.

Results of operations

The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying Unaudited Condensed Consolidated Financial Statements and the related footnotes thereto.

Revenues

Total bioproduction tools and services revenue for three and six months ended June 30, 2022 and 2021 was comprised of the following:

	Three Months Ended
	June 30,
(In thousands, except percentages)	2022		2021		$ Change			% Change
Product revenue
Freezer and thaw	$	18,670	$	17,564	$	1,106			6	%
Cell processing		15,356		9,699		5,657			58	%
Storage and storage services		144		205		(61	)		(30	)%
Service revenue
Storage and storage services		3,698		1,963		1,735			88	%
Rental revenue
Storage and storage services		2,665		1,773		892			50	%
Total revenue	$	40,533	$	31,204	$	9,329			30	%

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	Six Months Ended
	June 30,
(In thousands, except percentages)	2022		2021		$ Change		% Change
Product revenue
Freezer and thaw	$	34,005	$	22,411	$	11,594		52	%
Cell processing		30,254		18,626		11,628		62	%
Storage and storage services		299		207		92		44	%
Service revenue
Storage and storage services		6,787		4,167		2,620		63	%
Rental revenue
Storage and storage services		5,407		2,640		2,767		105	%
Total revenue	$	76,752	$	48,051	$	28,701		60	%

Product revenue

Product revenue was $34.2 million for the three months ended June 30, 2022, representing an increase of $6.7 million, or 24%, compared with the same period in 2021, and was $64.6 million for the six months ended June 30, 2022, representing an increase of $23.3 million, or 57%, compared with the same period in 2021. Organic revenue grew 36% in the six months ended June 30, 2022 due to the continued adoption of our cell processing products by customers in the CGT market.

Product revenue from our freezer and thaw products increased by $1.1 million and $11.6 million, or 6% and 52%, in the three and six months ended June 30, 2022, respectively, compared with the same period in 2021. Of the increase noted in the six months ended June 30, 2022, $10.7 million is attributable to revenue generated by our ULT freezer products, which were acquired in May 2021. Organic freezer and thaw revenue increased by 9% in the six months ended June 30, 2022  due to strong cryogenic freezer sales in the three months ended June 30, 2022.

Product revenue from our cell processing products increased by $5.7 million and $11.6 million, or 58% and 62%, in the three and six months ended June 30, 2022, respectively, compared with the same period in 2021. Of the increase noted in the three and six months ended June 30, 2022, $1.2 million and $2.4 million of the increases are respectively attributable to revenue generated by our hPL, cryogenic vial, and automated fill machine products, which were acquired in September 2021. Organic cell processing revenue increased 49% in the six months ended June 30, 2022, as our cell processing products continue to be adopted by customers in the CGT market.

Product revenue from our storage and storage services decreased by $61,000 and increased by $92,000, or a 30% decrease and a 44% increase, in the three and six months ended June 30, 2022, respectively, compared with the same period in 2021.

Service revenue

Service revenue was $3.7 million and $6.8 million for the three and six months ended June 30, 2022, respectively, representing increases of $1.7 million and $2.6 million, or 88% and 63%, compared with the same period in 2021. The entirety of these increases were generated organically. The increase relates primarily to $1.8 million of revenue generated by our Netherlands biorepository storage expansion which became operational in the fourth quarter of 2021.

Rental revenue

Rental revenue was $2.7 million and $5.4 million for the three and six months ended June 30, 2022, respectively, representing an increase of $892,000 and $2.8 million, or 50% and 105%, compared with 2021. The entirety of these increases were generated organically. Increases in rental revenues are attributable to increased rental volumes to existing customers and the leasing of dedicated storage spaces and other assets through our biological and pharmaceutical services product line.

Costs and operating expenses

Total costs and operating expenses for three and six months ended June 30, 2022 and 2021 were comprised of the following:

	Three Months Ended
	June 30,
(In thousands, except percentages)	2022			2021		$ Change			% Change
Cost of product, rental, and service revenue	$	26,194		$	18,554	$	7,640			41	%
General and administrative		11,351			7,146		4,205			59	%
Sales and marketing		5,415			3,142		2,273			72	%
Research and development		3,428			3,045		383			13	%
Intangible asset impairment charges		69,900			-		69,900			NM
Intangible asset amortization		2,863			1,882		981			52	%
Acquisition costs		5			272		(267	)		(98	)%
Change in fair value of contingent consideration		(2,361	)		1,718		(4,079	)		(237	)%
Total operating expenses	$	116,795		$	35,759	$	81,036			227	%

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	Six Months Ended
	June 30,
(In thousands, except percentages)	2022			2021		$ Change			% Change
Cost of product, rental, and service revenue	$	50,640		$	26,104	$	24,536			94	%
General and administrative		22,546			11,974		10,572			88	%
Sales and marketing		10,306			5,164		5,142			100	%
Research and development		7,209			5,032		2,177			43	%
Intangible asset impairment charges		69,900			-		69,900			NM
Intangible asset amortization		5,725			2,815		2,910			103	%
Acquisition costs		16			1,271		(1,255	)		(99	)%
Change in fair value of contingent consideration		(5,695	)		1,226		(6,921	)		(565	)%
Total operating expenses	$	160,647		$	53,586	$	107,061			200	%

Cost of product, rental, and service revenue

Cost of revenue increased $7.6 million and $24.5 million for the three and six months ended June 30, 2022, or 41% and 94%, respectively, compared to the same period in 2021, due primarily to the acquisitions of Global Cooling and Sexton. In addition to the acquisitions, the Company experienced higher than expected warranty expense and material costs. We expect that cost of product revenue may fluctuate in future quarters based on production volumes, raw material and transportation costs, customer mix, and product mix.

Cost of revenue net of intangible amortization related to acquired technology was 67% and 69% as a percentage of revenue for the three and six months ended June 30, 2022, respectively, and 61% and 57% as a percentage of revenue for the three and six months ended June 30, 2021, respectively. The increase in cost of revenue net of intangible amortization related to acquired technology is a result of increased revenues from lower margin product lines acquired in 2021.

General and administrative expenses

General and administrative (“G&A”) expense consists primarily of personnel-related costs, non-cash stock-based expense for administrative personnel and members of the board of directors, professional fees, such as accounting and legal, and corporate insurance.

G&A expenses for the three and six months ended June 30, 2022 increased $4.2 million and $10.6 million, or 59% and 88%, respectively, compared with the same period in 2021. The increase reflects the assumption of G&A expenses related to our acquisitions of Global Cooling in Q2 2021 Sexton in Q3 2021, increased headcount and non-cash stock-based compensation expense, accounting fees, and insurance expense.

We expect G&A expense to increase reflecting the infrastructure and costs related to supporting the larger expected enterprise created as a result of our growth strategy. 

Sales and marketing expenses

Sales and marketing expense (“S&M”) consists primarily of salaries and other personnel-related costs, non-cash stock-based expense, consulting, trade shows, travel, sales commissions, and advertising.

S&M expense for the three and six months ended June 30, 2022 increased $2.3 million and $5.1 million, or 72% and 100%, respectively, compared with the same period in 2021. The increase is primarily due to our acquisitions of Global Cooling in Q2 2021 and Sexton in Q3 2021, increased non-cash stock-based expense and increased expenses related to travel and tradeshows.

We expect S&M expense to increase, as we expand our direct selling efforts to support the broader product line offerings resulting from our acquisitions in 2019, 2020, and 2021.

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Research and development expenses

Research and development (“R&D”) expense consist primarily of salaries and other personnel-related costs, non-cash stock-based expense, consulting, and external product development services.

R&D expense for the three and six months ended June 30, 2022 increased $383,000 and $2.2 million, or 13% and 43%, respectively, compared with the same period in 2021. The increase is primarily due to our acquisitions of Global Cooling in Q2 2021 and Sexton in Q3 2021.

We expect our R&D expense to increase as we continue to expand, develop, and refine the product lines we acquired in 2019, 2020, and 2021.

Intangible asset impairment charges

Relates to the non-cash write-down of both indefinite-lived intangible assets and definite-lived intangible assets that resulted from a quantitative fair value assessment performed as of June 30, 2022. Macroeconomic conditions and persisting supply chain challenges have increased the cost of inputs used in the manufacture of our ULT freezer products. In the wake of these increased costs, the Company’s updated forecasts for projected net income and net cash flows were lowered, resulting in a lower future expected value of the asset group containing our ULT freezer products. In addition, the Company has opted to focus our ULT research and development group towards launching the next generation of ULT freezers, which involved suspending the development of an early-stage product.

Intangible asset amortization expense

Amortization expense consists of charges related to the amortization of intangible assets associated with the acquisitions of Astero, SAVSU, CBS, SciSafe, Global Cooling, and Sexton in which we acquired definite-lived intangible assets.

Acquisition costs

Acquisition costs consist of legal, accounting, and other due diligence costs incurred related to our SciSafe, Global Cooling, and Sexton acquisitions.

Change in fair value of contingent consideration

Change in fair value of contingent consideration consists of changes in estimated fair value of our potential earnouts related to our Astero, CBS, and SciSafe acquisitions. The benefit recognized in the three and six months ended June 30, 2022 relates primarily to a decrease in BioLife’s share price, as certain contingent consideration arrangements are payable in BioLife’s shares.

Other income and expense

Total other income and expenses for the three and six months ended June 30, 2022 and 2021 were comprised of the following:

	Three Months Ended
	June 30,
(In thousands, except percentages)	2022			2021			$ Change			% Change
Interest expense, net	$	(9	)	$	(121	)		112			(93	)%
Other (expense) income, net		(22	)		-			(22	)		NM
Total other income, net	$	(31	)	$	(121	)	$	90			(74	)%

	Six Months Ended
	June 30,
(In thousands, except percentages)	2022			2021			$ Change			% Change
Interest expense, net	$	(173	)	$	(137	)	$	(36	)		26	%
Other (expense) income, net		110			(1	)		111			(11,100	)%
Change in fair value of warrant liability		-			(121	)		121			NM
Total other income, net	$	(63	)	$	(259	)	$	196			(76	)%

Change in fair value of warrant liability. Reflects the changes in fair value associated with the periodic “mark to market” valuation of certain warrants that were issued in 2014. All outstanding warrants were exercised via a “cashless” exercise on March 25, 2021.

Interest expense, net. We earn interest on cash held in our money market account. Interest expense in the three and six months ended June 30, 2022 grew compared to 2021 due to debt acquired in the acquisition of Global Cooling and equipment financing.

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Liquidity and capital resources

On June 30, 2022 and December 31, 2021, we had $47.0 million and $69.9 million in cash, cash equivalents, and available-for-sale securities, respectively. Based on our current expectations with respect to our future revenue and expenses, we believe that our current level of cash, cash equivalents, and other liquid assets will be sufficient to meet our liquidity needs for at least the next twelve months from the date of the filing of this Form 10-Q. However, the Company may choose to raise additional capital through a debt or equity financing in order to pursue additional acquisition or strategic investment opportunities. Additional capital, if required, may not be available on reasonable terms, if at all.

Cash flows

	Six Months Ended
	June 30,
(In thousands)	2022			2021			$ Change
Operating activities	$	(17,841	)	$	(5,902	)	$	(11,939	)
Investing activities		(27,340	)		(8,643	)		(18,697	)
Financing activities		(470	)		385			(855	)
Net decrease in cash and cash equivalents	$	(45,651	)	$	(14,160	)	$	(31,491	)

Net cash (used in) provided by operating activities

Net cash used by operating activities was $17.8 million during the six months ended June 30, 2022 compared to net cash used by operating activities of $5.9 million during the six months ended June 30, 2021. The increase in cash used by operating activities was primarily the result of the timing of collection and disbursement of working capital related items in accounts receivable, inventories, and accounts payable.

Net cash used in investing activities

Net cash used by investing activities totaled $27.3 million during the six months ended June 30, 2022 compared to net cash used by investing activities of $8.6 million for the six months ended June 30, 2021. The increase in cash used by investing activities was the result of significant investments in available-for-sale marketable securities made in Q2 2022.

Net cash (used in) provided by financing activities

Net cash used by financing activities totaled $470,000 during the six months ended June 30, 2022, compared to $385,000 during the six months ended June 30, 2021.

Off-balance sheet arrangements

As of June 30, 2022, we did not have any off-balance sheet arrangements. 

Contractual obligations

We previously disclosed certain contractual obligations and contingencies and commitments relevant to us within the financial statements and Management Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC. There have been no significant changes to these obligations in the three and six months ended June 30, 2022.

Item 3. Quantitative and qualitative disclosures about market risk

Not applicable.

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Item 4. Controls and procedures

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Form 10-Q were not effective, due to the material weaknesses in our internal controls over financial reporting. As previously reported, we identified material weaknesses in our internal controls over financial reporting as of December 31, 2021 with regard to (i) inappropriately designed entity-level controls impacting the control environment, risk assessment, and monitoring activities to prevent or detect material misstatements to the consolidated financial statements attributed to an insufficient number of qualified resources and inadequate oversight and accountability over the performance of controls, ineffective identification and assessment or risks impacting internal control over financial reporting, and ineffective monitoring controls; (ii) information system logical access within certain key financial systems; (iii) accounting policies and procedures and related controls over complex financial statement areas; (iv) accounting policies, procedures, and related controls over assets held for lease; (v) accounting policies, procedures, and related controls over the preparation and review of projected financial information used in determining the valuation of acquired intangible assets and contingent consideration in business combinations as well as the quantitative impairment analysis of indefinite-lived intangible assets; and (vi) policies, procedures, and related controls over the presentation and disclosure of amounts presented in the consolidated financial statements in accordance with the applicable financial reporting requirements.

Changes in Internal Control Over Financial Reporting. Other than the remediation of a previously identified material weakness as described below, there was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Control. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within BioLife Solutions have been detected.

Remediation.

With respect to the material weakness related to information system logical access within certain key financial systems described above, management has continued to test and evaluate the elements of the remediation plan implemented to date, which consisted of removing administrator access rights from accounting personnel. Based on management’s review and the oversight of the Audit Committee, we have determined that this weakness was fully remediated as of June 30, 2022.

With respect to the other material weaknesses described above, management plans to implement the following measures:

● The Company plans to hire and retain additional individuals with the appropriate skills related to technical accounting and internal control over financial reporting;

● The Company will enhance its reconciliations and management review controls with the added stability of new hires and the implementation of technology solutions to automate visibility and enforcement of the independent review and documentation of journal entries, including proper segregation of duties, thus mitigating risks of both unintentional errors and fraud; and

● The Company plans to develop processes and procedures to enhance the precision of management review of financial statement information.

As we continue to evaluate and test the remediation plan outlined above, we may also identify additional measures to address the material weaknesses or modify certain of the remediation procedures described above. We also may implement additional changes to our internal control over financial reporting as may be appropriate in the course of remediating the material weaknesses. Management, with the oversight of the Audit Committee, will continue to take steps necessary to remedy the material weaknesses to reinforce the overall design and capability of our control environment.

PART II: Other information

Item 1. LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

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Item 1A. RISK FACTORS

The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances, over many of which BioLife has little or no control. A number of important risks and uncertainties, including those identified under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2021 and in subsequent filings, could cause our actual results to differ materially from those in the forward-looking statements. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the period ended December 31, 2021.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

None.

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Item 6. Exhibits

Exhibit No.	Description
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BIOLIFE SOLUTIONS, INC.
Date: August 9, 2022	/s/ Troy Wichterman
	Troy Wichterman
	Chief Financial Officer
	(Duly authorized officer and principal
	financial and accounting officer)

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BIOLIFE SOLUTIONS, INC.

INDEX TO EXHIBITS

Exhibit No.	Description
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

43