Basis of Presentation and Significant Accounting Policies [Text Block] | 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 thawing devices, cloud-connected shipping containers, freezer technology, and biological and pharmaceutical materials storage for cell and gene therapies. Our CryoStor® freeze media and HypoThermosol® hypothermic storage are optimized to preserve cells in the regenerative medicine market. These novel biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our ThawSTAR® product line is comprised of a family of automated thawing devices for frozen cell and gene therapies packaged in cryovials and cryobags. These products administer temperature-sensitive biologic therapies to patients by standardizing the thawing process and reducing the risks of contamination and overheating, which are inherent with the use of traditional water baths. Our evo shipping containers provide cloud-connected passive storage and transport containers for temperature-sensitive biologics and pharmaceuticals. Our cryogenic freezer technology provides for controlled rate freezing and storage of biologic materials. Our biological and pharmaceutical materials storage services provide facilities that allow for real-time tracking of 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 (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at 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 allowance for doubtful accounts, the 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, 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, certain accrued expenses, share-based compensation, contingent consideration from business combinations, tax reserves and recoverability of the Company’s net deferred tax assets, and 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 consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Astero Bio Corporation (“Astero” or “ThawStar” acquired on April 1, 2019), August 8, 2019), November 12, 2019), October 1, 2020). All long-lived assets are maintained in the United States of America. Segment reporting The Company operates and manages its business as one Revenue recognition To determine revenue recognition for contractual arrangements that we determine are within the scope of Financial Accounting Standards Board (“FASB”) Topic 606, five five The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting periods. The Company is electing not one 2014 09, not one December 31, 2020. 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 Ended December 31, (In thousands) 2021 2022 2023 2024 Total Service revenue $ 3,342 $ 1,170 $ 31 $ 10 $ 4,553 The Company also generates revenue from the leasing of our evo cold chain systems, which are typically cloud-connected shippers with enabling cold chain cloud applications, to customers pursuant to rental arrangements entered into with the customer. Revenue from the rental of cold chain systems is not 606 842, may The following table presents revenues by product line: Year Ended December 31, (In thousands) 2020 2019 Biopreservation media $ 30,946 $ 23,358 Automated thawing 1,709 1,184 Cold chain management 46 165 Freezers and accessories 11,839 2,137 Total product revenue 44,540 26,844 Cold chain management 1,795 527 Total rental revenue 1,795 527 Biological and pharmaceutical storage 1,752 - Total storage revenue 1,752 - Total revenue $ 48,087 $ 27,371 ( 1 2020 October 1, 2020 December 31, 2020. ( 2 2019 April 1, 2019 December 31, 2019; August 8, 2019 December 31, 2019; November 12, 2019 December 31, 2019. Risks and uncertainties COVID- 19 On March 10, 2020, 2, 2019 19” 19 19, 19. not 19, December 31, 2020, The Company reviews capital and amortizing intangible assets (long-lived assets) for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not 19 June 30, 2020 19. As a result of the Company’s outlook for near term revenue from the ThawSTAR and freezer product lines, estimated undiscounted cash flow projections were developed to determine if any impairment of the related intangible assets was warranted. After conducting such review, the Company determined that there was no June 30, 2020. 19 The Company revised the revenue projections for the ThawSTAR and freezer product lines in the second June 30, 2020 December 31, 2020 two no December 31, 2020. June 30, 2020, December 31, 2020 December 31, 2020. The Company may 19 third Any disruption and volatility in the global capital markets as a result of the pandemic may 19 not The ultimate extent to which the COVID- 19 19 On March 27, 2020, On March 11, 2021, 2021” We determined that we met the original eligibility requirements per the guidelines original established by the U.S. federal government as part of the CARES Act for the Pursuant to the Paycheck Protection Program (the “PPP”). As such, on April 20, 2020, April 29, 2020. March 30, 2020, December 31, 2020, 2021 2022. In the SciSafe acquisition, the Company acquired a $295,300 loan from the PPP. The loan incurs interest at 1% and is unsecured. Should any portion of the principal of the note not October 2022. no Earnings per 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 two two The following table presents computations of basic and diluted earnings per share under the two Year Ended December 31, (In thousands, except share and earnings per share data) 2020 2019 Basic earnings (loss) per common share Numerator: Net income (loss) $ 2,667 $ (1,657 ) Amount attributable to unvested restricted shares (135 ) - Amount attributable to warrants outstanding (82 ) - Net income (loss) allocated to common shareholders 2,450 (1,657 ) Denominator: Weighted-average common shares issued and outstanding 27,306,258 19,460,299 Basic earnings (loss) per common share 0.09 (0.09 ) Diluted earnings (loss) per common share Numerator: Net income (loss) 2,667 (1,657 ) Amount attributable to warrants (20 ) - Less: gain related to change in fair value of warrants (3,601 ) - Diluted loss allocated to common shareholders (954 ) (1,657 ) Denominator: Weighted-average common shares issued and outstanding 27,306,258 19,460,299 Diluted loss per common share $ (0.03 ) $ (0.09 ) The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive: Year Ended December 31, 2020 2019 Stock options and restricted stock awards 2,131,794 2,564,456 Warrants 1,499,953 2,956,039 Total 3,631,747 5,520,495 Cash, cash equivalents, and restricted cash Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three may not Restricted cash consists entirely of amounts that will be recovered from escrow in relation to the acquisition of SciSafe. The restricted cash is short term in nature, as the Company anticipates to receive the funds within one The following is a summary of the Company’s cash, cash equivalents, and restricted cash total as presented in the Company’s consolidated statements of cash flows for the years ended December 31, 2020 2019. Year Ended December 31, (In thousands) 2020 2019 Cash and cash equivalents $ 90,403 $ 6,448 Restricted cash 53 - Total cash, cash equivalents, and restricted cash $ 90,456 $ 6,448 Inventories Inventories relate to the Company’s cell and gene therapy products. The Company values biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. All other inventory is valued at cost or, if lower, net realizable value, using the first first no Accounts receivable Accounts receivable consist of short-term amounts due from our customers (generally 30 90 Accounts receivable are stated at principal amount, do not ninety Investments We periodically invest in securities of private companies to promote business and strategic objectives. These investments are measured and recorded as follows: Non-marketable equity securities are equity securities without a readily determinable fair value. At December 31, 2020, 1 2 December 31, 2019, The Sexton investment is measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any. The preferred stock is also convertible at our option into common stock at a price of $0.33 per share. In September 2019, zero December 31, 2020 2019, November 2020, 1 2 In November 2020, 24 As of December 31, 2020, no Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three ten Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not December 31, 2020 2019. Assets held for rent Assets held for rent are carried at cost less accumulated depreciation. These assets consist of evo shippers and related components in production 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. When the shipper is sent to our customers, we depreciate the cost of the shippers over its estimated useful life of three Our customers rent the shippers per a rental agreement. Each agreement provides for fixed monthly rent. Rental revenue and fees are recognized over the rental term on a straight-line basis. We retain the ownership of the shippers and the evo tracking software platform. At the end of the rental agreement, the customer returns the shipper to the Company. Assets held for rent are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not December 31, 2020 2019. Lease accounting We determine if an arrangement is a lease at inception. Where an arrangement is a lease, we determine if it is an operating lease or a finance lease. At lease commencement, we record a lease liability and corresponding right-of-use (“ROU”) asset. Lease liabilities represent the present value of our future lease payments over the expected lease term which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of our lease liability is determined using our incremental collateralized borrowing rate at lease inception. ROU assets represent our right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability for leases with an initial term greater than 12 We elected to apply the practical expedient for short-term leases and accordingly do not We adopted ASU 2016 02 842 January 1, 2019. Income taxes We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not not We determine any uncertain tax positions based on a determination of whether and how much of a tax benefit taken in the Company’s tax filings or positions is more likely than not Judgment is applied in the determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2020, Advertising Advertising costs are expensed as incurred and totaled $167,000 and $43,000 for the years ended December 31, 2020 2019, Concentrations of risk In the years ended December 31, 2020 2019, one one In the year ended December 31, 2020, no 10% December 31, 2019, The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Year Ended December 31, Revenue by customers geographic locations 2020 2019 United States 73 % 69 % Canada 13 % 16 % Europe, Middle East, Africa (EMEA) 12 % 14 % Other 2 % 1 % Total revenue 100 % 100 % At December 31, 2020, one December 31, 2019, two No 10% 2020 2019, At December 31, 2020, one December 31, 2019, No 10% Research and development Research and development costs are expensed as incurred. Stock-based compensation We measure and record compensation expense using the applicable accounting guidance for share-based payments related to stock options, time-based restricted stock, market-based restricted stock awards and performance-based restricted stock awards granted to our directors and employees. The fair value of stock options, including performance awards, without a market-based condition is determined by using the Black-Scholes option-pricing model. The fair value of restricted stock awards with a market condition is estimated, at the date of grant, using the Monte Carlo Simulation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. In valuing our stock options, significant judgment is required in determining the expected volatility of our common stock. Expected volatility for stock options is based on the historical and implied volatility of our own common stock while the volatility for our restricted stock awards with a market condition is based on the historical volatility of our own stock and the stock of companies within our defined peer group. Further, our expected volatility may We expense stock-based compensation for stock options, restricted stock awards, and performance awards over the requisite service period. For awards with only a service condition, we expense stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we expense the grant date fair value over the vesting period regardless of the value that the award recipients ultimately receive. Business combinations, goodwill and intangible assets Business Combinations The Company accounts for business acquisitions using the acquisition method as required by FASB ASC Topic 805, The Company’s identifiable assets acquired and liabilities, including identified intangible assets, assumed in a business combination are recorded at their acquisition date fair values. The valuation requires management to make significant estimates and assumptions, especially with respect to long-lived and intangible assets. Critical estimates in valuing intangible assets include, but are not ● future expected cash flows, including revenue and expense projections; ● discount rates to determine the present value of recognized assets and liabilities and; ● revenue volatility to determine contingent consideration using option pricing models The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but that are inherently uncertain and unpredictable. Assumptions may may Goodwill is calculated as the excess of the acquisition price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which these costs are incurred. The results of operations of an acquired business are included in the consolidated financial statements beginning at the acquisition date. The Company estimates the acquisition date fair value of the acquisition-related contingent consideration using various valuation approaches, including option pricing models, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the contingent consideration is remeasured each reporting period. During the measurement period, which may one Goodwill Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. Goodwill is not fourth may first not 350, not 50 not not not not one December 31, 2020. December 31, 2020, no Intangible Assets Intangible assets consist of developed technology, customer relationships, and tradenames and trademarks, resulting from the Company’s acquisitions. Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives on a straight-line basis. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not not December 31, 2020. Certain warrants which have features that may Warrants that include cash settlement features are recorded as liabilities at their estimated fair value at the date of issuance and are remeasured at fair value each reporting period with the increase or decrease in fair value recorded in the consolidated statements of operations. The warrants are measured at estimated fair value using the Black Scholes valuation model, which is based, in part, upon inputs for which there is little or no zero Year Ended December 31, 2020 2019 Risk free interest rate 0.1 % 1.9 % Expected dividend yield 0.0 % 0.0 % Contractual remaining lives 0.2 1.7 Expected volatility 56.8 % 70.3 % Recent accounting pronouncements In August 2018, 2018 13, 820 2018 13 8: December 31, 2020 January 1, 2020. not December 31, 2020. In December 2019, 2019 12, 740 2019 12 740, not 2019 12 December 31, 2021, no 2019 12 In June 2016, No. 2016 13, 326 2016 13 2016 13 December 15, 2022, In August 2018, No. 2018 15, 350 40 2018 15 December 15, 2019, January 1, 2020 no |