Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by 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

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

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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
Inventory	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

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
Inventory	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

Schedule of Acquired Finite-Lived Intangible Assets by Major Class

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

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

Business Acquisition, Pro Forma Information

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:

(In thousands)	2021 (unaudited)
Total revenue	$	122,494
Net loss	$	(9,860)

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:

(In thousands)	2021 (unaudited)
Total revenue	$	143,732
Net income (loss)	$	(16,375)